Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 30, 2019 | Apr. 22, 2019 | |
Document Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | ENTG | |
Entity Registrant Name | ENTEGRIS INC | |
Entity Central Index Key | 0001101302 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 135,513,636 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 342,360 | $ 482,062 |
Trade accounts and notes receivable, net of allowance for doubtful accounts of $2,272 and $893 | 232,138 | 222,055 |
Inventories | 271,510 | 268,140 |
Deferred tax charges and refundable income taxes | 52,629 | 17,393 |
Other current assets | 24,175 | 39,688 |
Total current assets | 922,812 | 1,029,338 |
Property, plant and equipment, net of accumulated depreciation of $476,370 and $461,222 | 442,395 | 419,529 |
Other assets: | ||
Right-of-use assets | 43,868 | 0 |
Goodwill | 584,537 | 550,202 |
Intangible assets, net of accumulated amortization of $361,441 and $343,088 | 284,581 | 295,687 |
Deferred tax assets and other noncurrent tax assets | 22,819 | 10,162 |
Other | 12,996 | 12,723 |
Total assets | 2,314,008 | 2,317,641 |
Current liabilities: | ||
Long-term debt, current maturities | 4,000 | 4,000 |
Accounts payable | 78,620 | 93,055 |
Accrued payroll and related benefits | 33,131 | 78,288 |
Other accrued liabilities | 74,622 | 62,732 |
Income taxes payable | 22,407 | 31,593 |
Total current liabilities | 212,780 | 269,668 |
Long-term debt, excluding current maturities, net of unamortized discount and debt issuance costs of $10,731 and $11,137 | 934,269 | 934,863 |
Pension benefit obligations and other liabilities | 41,868 | 31,795 |
Deferred tax liabilities and other noncurrent tax liabilities | 84,080 | 69,290 |
Long-term lease liability | 40,547 | 0 |
Commitments and contingent liabilities | 0 | 0 |
Equity: | ||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of March 30, 2019 and December 31, 2018 | 0 | 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of March 30, 2019: 135,716,036 and 135,513,636; issued and outstanding shares as of December 31, 2018: 136,179,381 and 135,976,981 | 1,357 | 1,362 |
Treasury stock, at cost: 202,400 and 202,400 shares held as of March 30, 2019 and December 31, 2018 | (7,112) | (7,112) |
Additional paid-in capital | 829,137 | 837,658 |
Retained earnings | 213,481 | 213,753 |
Accumulated other comprehensive loss | (36,399) | (33,636) |
Total equity | 1,000,464 | 1,012,025 |
Total liabilities and equity | $ 2,314,008 | $ 2,317,641 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 31, 2018 |
Trade accounts and notes receivable, allowance for doubtful accounts | $ 2,272 | $ 893 |
Property, plant and equipment, accumulated depreciation | 476,370 | 461,222 |
Intangible assets, Accumulated amortization | 361,441 | 343,088 |
Unamortized discount and debt issuance costs | $ 10,731 | $ 11,137 |
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 | 135,716,036 | 136,179,381 |
Common stock, shares outstanding | 135,513,636 | 135,976,981 |
Treasury stock, shares outstanding | 202,400 | 202,400 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Net Sales | $ 391,047 | $ 367,199 |
Cost of sales | 213,654 | 191,202 |
Gross profit | 177,393 | 175,997 |
Selling, general and administrative expenses | 82,254 | 58,269 |
Engineering, research and development expenses | 28,991 | 27,586 |
Amortization of intangible assets | 18,657 | 11,669 |
Operating income | 47,491 | 78,473 |
Interest expense | 10,884 | 8,159 |
Interest income | (1,225) | (933) |
Other (income) expense, net | (248) | 139 |
Income before income tax expense | 38,080 | 71,108 |
Income tax expense | 5,422 | 13,546 |
Net income | $ 32,658 | $ 57,562 |
Basic net income per common share | $ 0.24 | $ 0.41 |
Diluted net income per common share | $ 0.24 | $ 0.40 |
Weighted shares outstanding: | ||
Basic | 135,299 | 141,581 |
Diluted | 136,692 | 143,652 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Net income | $ 32,658 | $ 57,562 |
Other comprehensive income, net of tax | ||
Foreign currency translation adjustments | (2,787) | 3,835 |
Pension liability adjustments | 24 | 4 |
Other comprehensive (loss) income | (2,763) | 3,839 |
Comprehensive income | $ 29,895 | $ 61,401 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Equity Condensed Consolidatd Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock, Common | Additional Paid-in Capital | Retained Earnings | Foreign currency translation adjustments | Defined benefit pension adjustments |
Balance (in shares) | 141,283 | ||||||
Balance | $ 993,018 | $ 1,413 | $ 0 | $ 867,699 | $ 147,418 | $ (22,593) | $ (919) |
Shares issued under stock plans (in shares) | 815 | ||||||
Shares issued under stock plans | (13,650) | $ 8 | 0 | (13,658) | 0 | 0 | 0 |
Share-based compensation expense | 4,128 | $ 0 | 0 | 4,128 | 0 | 0 | 0 |
Repurchase and retirements of common stock (in shares) | (296) | ||||||
Repurchase and retirements of common stock | (9,999) | $ (3) | 0 | (1,809) | (8,187) | 0 | 0 |
Dividends declared ($0.07 per share) | (9,913) | 0 | 0 | 13 | (9,926) | 0 | 0 |
Pension liability adjustments | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
Foreign currency translation adjustments | 3,835 | 0 | 0 | 0 | 0 | 3,835 | 0 |
Net income | 57,562 | $ 0 | 0 | 0 | 57,562 | 0 | 0 |
Balance (in shares) | 141,802 | ||||||
Balance | 1,024,394 | $ 1,418 | 0 | 856,373 | 186,276 | (18,758) | (915) |
Cumulative Effect of New Accounting Principle in Period of Adoption | (591) | $ 0 | $ 0 | 0 | (591) | 0 | 0 |
Balance (in shares) | 136,179 | (202) | |||||
Balance | 1,012,025 | $ 1,362 | $ (7,112) | 837,658 | 213,753 | (32,776) | (860) |
Shares issued under stock plans (in shares) | 572 | ||||||
Shares issued under stock plans | (6,812) | $ 5 | 0 | (6,817) | 0 | 0 | 0 |
Share-based compensation expense | 4,653 | $ 0 | 0 | 4,653 | 0 | 0 | 0 |
Repurchase and retirements of common stock (in shares) | (1,035) | ||||||
Repurchase and retirements of common stock | (29,787) | $ (10) | 0 | (6,364) | (23,413) | 0 | 0 |
Dividends declared ($0.07 per share) | (9,510) | 0 | 0 | 7 | (9,517) | 0 | 0 |
Pension liability adjustments | 24 | 0 | 0 | 0 | 0 | 0 | 24 |
Foreign currency translation adjustments | (2,787) | 0 | 0 | 0 | 0 | (2,787) | 0 |
Net income | 32,658 | $ 0 | $ 0 | 0 | 32,658 | 0 | 0 |
Balance (in shares) | 135,716 | (202) | |||||
Balance | $ 1,000,464 | $ 1,357 | $ (7,112) | $ 829,137 | $ 213,481 | $ (35,563) | $ (836) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Statement of Stockholders' Equity [Abstract] | ||
Common Stock, Dividends, Per Share, Declared | $ 0.07 | $ 0.07 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Business acquisition deferred payment, net present value | $ 14,001 | |
Operating activities: | ||
Net income | 32,658 | $ 57,562 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 16,721 | 15,897 |
Amortization | 18,657 | 11,669 |
Share-based compensation expense | 4,653 | 4,128 |
Provision for deferred income taxes | 6 | (721) |
Other | 5,688 | 1,503 |
Changes in operating assets and liabilities: | ||
Trade accounts and notes receivable | (9,109) | (6,011) |
Inventories | (2,131) | (14,955) |
Accounts payable and accrued liabilities | (45,019) | (33,985) |
Other current assets | 17,778 | (682) |
Income taxes payable and refundable income taxes | (42,873) | 6,692 |
Other | 433 | (2,280) |
Net cash (used in) provided by operating activities | (2,538) | 38,817 |
Investing activities: | ||
Acquisition of property, plant and equipment | (34,465) | (37,656) |
Payments to Acquire Businesses, Net of Cash Acquired | 49,789 | 21,047 |
Other | 197 | 146 |
Net cash used in investing activities | (84,057) | (58,557) |
Financing activities: | ||
Payments of long-term debt | (1,000) | (25,000) |
Payments for dividends | (9,470) | (9,883) |
Issuance of common stock | 917 | 473 |
Repurchase and retirement of common stock | (35,321) | (10,000) |
Taxes paid related to net share settlement of equity awards | (7,727) | (14,123) |
Other | (250) | (246) |
Net cash used in financing activities | (52,851) | (58,779) |
Effect of exchange rate changes on cash and cash equivalents | (256) | 3,347 |
Decrease in cash and cash equivalents | (139,702) | (75,172) |
Cash and cash equivalents at beginning of period | 482,062 | 625,408 |
Cash and cash equivalents at end of period | 342,360 | 550,236 |
Supplemental Cash Flow Information [Abstract] | ||
Deferred acquisition payment | 0 | |
Contingent consideration obligation | 686 | 0 |
Equipment purchases in accounts payable | 7,486 | 7,597 |
Dividends Payable | 65 | 30 |
Schedule of interest and taxes paid | ||
Interest paid | 17,124 | 8,000 |
Income taxes paid, net of refunds received | $ 47,770 | $ 8,031 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Entegris, Inc. (“Entegris”, “the Company”, “us”, “we”, or “our”) is a leading global developer, manufacturer and supplier of microcontamination control products, specialty chemicals and advanced materials handling solutions for 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, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liability, 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 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 March 30, 2019 and December 31, 2018 , and the results of operations and comprehensive income for the three months ended March 30, 2019 and March 31, 2018 , the equity statements as of and for the three-month periods ended March 30, 2019 and March 31, 2018 and cash flows for the three months ended March 30, 2019 and March 31, 2018 . The condensed consolidated financial statements and accompanying 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, 2018 . The results of operations for the three months ended March 30, 2019 are not necessarily indicative of the results to be expected for the full year. Leases The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets include operating leases. Lease liabilities for operating leases are classified in “Other accrued liabilities” and “Long-term lease liabilities” in our condensed consolidated balance sheet. We do not have material financing leases. Operating assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU assets includes prepaid lease payments and excludes lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease and non-lease components are generally accounted for separately for real estate leases. For non-real estate leases, we account for the lease and non-lease components as a single lease component. 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, was $944.0 million at March 30, 2019 , compared to the carrying amount of long-term debt, including current maturities, of $938.0 million at March 30, 2019. Recent Accounting Pronouncements Adopted in 2019 In February 2016, the FASB established Topic 842, Leases , by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and expense recognition in the income statement. The Company adopted ASU No. 2016-02 using the modified retrospective method. See Note 8 Leases to the condensed consolidated financial statements for further details. |
Revenues Revenues
Revenues Revenues | 3 Months Ended |
Mar. 30, 2019 | |
Revenues [Abstract] | |
Revenue from Contract with Customer | REVENUES Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of goods sold. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. When the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. Such deferred revenue typically results from advance payments received on sales of the Company’s products. The Company makes the required disclosures below. The Company does not disclose information about remaining performance obligations that have original expected durations of one year or less. Nature of goods and services The following is a description of principal activities from which the Company generates its revenues. The Company has three reportable segments. For more detailed information about reportable segments, see note 9 to the condensed consolidated financial statements. For each of the three reportable segments, the recognition of revenue regarding the nature of goods and services provided by the segments are similar and described below. The Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment, or delivery depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer, in satisfaction of the corresponding performance obligations. The Company generally recognizes revenue for sales of services over time at which the Company has satisfied the performance obligation. The Company also enters into arrangements to license its intellectual property. These arrangements typically permit the customer to use a specialized manufacturing process and in return the Company receives a royalty fee. If applicable, the Company recognizes revenue when the subsequent sale or usage occurs. The Company offers certain customers cash discounts and volume rebates as sales incentives. The discounts and volume rebates are recorded as a reduction in sales at the time revenue is recognized in an amount estimated based on historical experience and contractual obligations. The Company periodically reviews the assumptions underlying its estimates of discounts and volume rebates and adjusts its revenues accordingly. In addition, the Company offers free product rebates to certain customers. The Company utilizes an adjusted market approach to estimate the stand-alone selling price of the loyalty program and allocates a portion of the consideration received to the free product offering. The free product offering is redeemable upon future purchases of the Company’s products. The amount associated with free product rebates is deferred in the balance sheet and is recognized as revenue when the free product is redeemed or when the likelihood of redemption is remote. The Company deems the amount immaterial for disclosure. The Company provides for the estimated costs of fulfilling our obligations under product warranties at the time the related revenue is recognized. The Company estimates the costs based on historical failure rates, projected repair costs, and knowledge of specific product failures (if any). The specific warranty terms and conditions vary depending upon the product sold and the country in which we do business, but generally include parts and labor over a period generally ranging from 90 days to one year. The Company regularly reevaluates its estimates to assess the adequacy of the recorded warranty liabilities and adjust the amounts as necessary. The Company’s contracts are generally short-term in nature. Most contracts do not exceed twelve months. Payment terms vary by the type and location of the Company’s customers and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Those customers that prepay are represented by the contract liabilities below until the performance obligations are satisfied. The following table provides information about contract liabilities from contracts with customers. The contract liabilities are included in other accrued liabilities balance in the condensed consolidated balance sheet. (In thousands) March 30, 2019 December 31, 2018 Contract liabilities - current 17,380 15,364 Significant changes in the contract liabilities balances during the period are as follows: Three Months Ended (In thousands) March 30, 2019 Revenue recognized that was included in the contract liability balance at the beginning of the period $ (6,753 ) Increases due to cash received, excluding amounts recognized as revenue during the period 8,769 |
Acquisition
Acquisition | 3 Months Ended |
Mar. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | ACQUISITIONS Digital Specialty Chemicals On March 8, 2019 , the Company acquired Digital Specialty Chemicals Limited (DSC), a Toronto, Canada-based provider of advanced materials to the specialty chemical, technology, and pharmaceutical industries. DSC reports into the Specialty Chemicals and Engineered Materials division of the Company. The acquisition was accounted for under the acquisition method of accounting and the results of operations of DSC are included in the Company’s condensed consolidated financial statements as of and since March 8, 2019 . Costs associated with the acquisition of DSC were $2.1 million for the three months ended March 30, 2019 and were expensed as incurred. These costs are included in selling, general and administrative expense in the Company’s condensed consolidated statements of operations. The acquisition does not constitute a material business combination. The purchase price for DSC is $64.5 million , net of cash acquired. The purchase price includes cash consideration $50.2 million or $49.8 million net of cash acquired subject to revision for customary working capital adjustments, funded from the Company’s existing cash on hand, a fixed deferred payment of $16.1 million that is due on March 31, 2022 recorded at $14.0 million representing the fair value at this fixed deferred payment as of the acquisition date, and an earnout-based contingent consideration of $0.7 million based on the operating performance of DSC for a twelve-month period ended March 31, 2021. The fair value of the fixed deferred payment was determined by taking the present value of this fixed deferred payment based on the term and discount factor. The fixed deferred payment is reflected in the pension benefit obligations and other liabilities in the Company’s condensed consolidated balance sheets. Upon acquisition, the Company recorded a contingent consideration obligation of $0.7 million representing the fair value of the earnout-based contingent consideration. This amount was estimated based on a Black Scholes model. Subsequent changes in the fair value of this obligation will be recognized as adjustments to the contingent consideration obligation and reflected within the Company’s condensed consolidated statements of operations. The purchase price of DSC exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $35.1 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. This additional investment value resulted in goodwill, which is expected to be non-deductible for income tax purposes. The following table summarizes the provisional allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition. (In thousands): As of March 8, 2019 Trade accounts and note receivable, net $ 1,840 Inventories, net 5,523 Other current assets 1,389 Property, plant and equipment 16,791 Identifiable intangible assets 7,976 Right-of-use assets 79 Deferred tax asset 1,104 Accounts payable and accrued liabilities (2,461 ) Deferred tax liabilities (2,861 ) Long-term lease liability (37 ) Net assets acquired 29,343 Goodwill 35,133 Total purchase price, net of cash acquired $ 64,476 SAES Pure Gas On June 25, 2018 , the Company acquired the SAES Pure Gas business (SPG) from SAES Getters S.p.A. for approximately $352.7 million in cash, or $341.5 million net of cash acquired, subject to revision for customary working capital adjustments, funded from the Company’s existing cash on hand. The acquisition was accounted for under the acquisition method of accounting and the results of operations of SPG are included in the Company’s condensed consolidated financial statements as of and since June 25, 2018 . Direct costs of $4.8 million associated with the acquisition of SPG, consisting mainly of professional and consulting fees, were expensed as incurred for the year ended December 31, 2018. These costs are included in selling, general and administrative expense in the Company’s condensed consolidated statements of operations. SPG, based in San Luis Obispo, California, is a leading provider of high-capacity gas purification systems used in semiconductor manufacturing and adjacent markets, and reports into the Microcontamination Control Division of the Company. This acquisition expands the gas purification solutions portfolio in our Microcontamination Control Division with high-capacity products suited for bulk chemical purification applications. The following table summarizes the allocation of the purchase price, which is provisional for income tax accounts and goodwill, to the fair values assigned to the assets acquired and liabilities assumed at December 31, 2018 and as adjusted as of March 30, 2019: (In thousands): As of December 31, 2018 As of March 30, 2019 Trade accounts and note receivable, net $ 19,173 $ 19,173 Inventories, net 42,758 42,758 Other current assets 1,322 1,360 Property, plant and equipment 6,653 6,653 Identifiable intangible assets 150,430 150,430 Deferred tax assets 831 734 Other noncurrent assets 12 12 Current liabilities (26,473 ) (26,473 ) Deferred tax liabilities (35,533 ) (35,436 ) Other noncurrent liabilities (1,412 ) (1,412 ) Net assets acquired 157,761 157,799 Goodwill 183,729 183,691 Total purchase price, net of cash acquired $ 341,490 $ 341,490 The fair value of acquired inventories of $42.8 million is valued at the estimated selling price less cost of disposal and reasonable profit for the selling effort. The fair value write-up of acquired work-in-process and finished goods inventory was $8.9 million , the amount of which was amortized over the expected turn of the acquired inventory. Accordingly, a $2.0 million incremental cost of sales charge associated with the fair value write-up of inventory acquired in the acquisition of SPG was recorded for the three months ended March 30, 2019 The fair value of acquired property, plant and equipment of $6.7 million is valued at its value-in-use. The Company recognized the following finite-lived intangible assets as part of the acquisition of SPG: (In thousands) Amount Weighted average life in years Developed technology $ 20,070 8.0 Trademarks and trade names 6,670 12.0 Customer relationships 107,790 12.0 Other 15,900 0.9 $ 150,430 10.0 The acquired identifiable intangible assets are being amortized on a straight-line basis. The fair value of acquired identifiable intangible assets was determined using the “income approach”. 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 inputs in the fair value hierarchy. The purchase price of SPG exceeded the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $183.7 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 has been finalized except for the Company’s valuation of SPG’s tax accounts. The Company’s valuation of SPG’s tax accounts is provisional pending the completion of and the Company’s final review of SPG’s tax accounts and is expected to be completed next quarter. To the extent that the Company’s estimates require adjustment, the Company will modify the values. Particle Sizing Systems On January 22, 2018 , the Company acquired Particle Sizing Systems, LLC (PSS), which provides particle sizing instrumentation for liquid applications to the semiconductor and life science industries. The acquired assets and assumed liabilities became part of the Company’s Advanced Materials Handling (AMH) segment. The transaction was accounted for under the acquisition method of accounting and the results of operations of PSS are included in the Company’s condensed consolidated financial statements since January 22, 2018 . The acquisition does not constitute a material business combination. The purchase price for PSS was cash consideration of $37.3 million , funded from the Company’s existing cash on hand. Costs associated with the acquisition of the product line were not significant and were expensed as incurred. The purchase price of PSS exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $8.8 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. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. During the year ended December 31, 2018, the Company finalized its fair value determinations of the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed was 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. Flex Concepts On June 26, 2018 , the Company acquired Flex Concepts, Inc. (Flex), a technology company focused on single-use fluid handling bags, tubing manifolds and hardware for the life sciences industry. The purchase price of Flex was for cash consideration of $1.9 million . The transaction was accounted for under the acquisition method of accounting and the results of operations of Flex are included in the Company’s condensed consolidated financial statements since June 26, 2018 . The acquisition does not constitute a material business combination. During the year ended December 31, 2018, the Company finalized its fair value determinations of the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed was 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. |
Inventories
Inventories | 3 Months Ended |
Mar. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following: (In thousands) March 30, 2019 December 31, 2018 Raw materials $ 93,099 $ 100,770 Work-in process 36,816 31,412 Finished goods 141,595 135,958 Total inventories $ 271,510 $ 268,140 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill activity for each period was as follows: (In thousands) Specialty Chemicals and Engineered Materials Microcontamination Control Advanced Materials Handling Total December 31, 2018 $ 301,423 191,708 $ 57,071 $ 550,202 Addition due to acquisitions 35,133 — — 35,133 Purchase accounting adjustments — (39 ) — (39 ) Foreign currency translation (945 ) 186 — (759 ) March 30, 2019 $ 335,611 $ 191,855 $ 57,071 $ 584,537 Identifiable intangible assets at March 30, 2019 and December 31, 2018 consist of the following: March 30, 2019 (In thousands) Gross carrying Amount Accumulated amortization Net carrying value Developed technology $ 252,240 $ 183,261 $ 68,979 Trademarks and trade names 26,291 15,070 11,221 Customer relationships 331,186 139,623 191,563 Other 36,305 23,487 12,818 $ 646,022 $ 361,441 $ 284,581 December 31, 2018 (In thousands) Gross carrying amount Accumulated amortization Net carrying value Developed technology $ 248,776 $ 176,421 $ 72,355 Trademarks and trade names 25,643 14,749 10,894 Customer relationships 328,050 133,068 194,982 Other 36,306 18,850 17,456 $ 638,775 $ 343,088 $ 295,687 Future amortization expense during the remainder of 2019, the next four years and thereafter relating to intangible assets currently recorded in the Company’s condensed consolidated balance sheets is estimated at March 30, 2019 to be the following: (In thousands) Remaining 2019 2020 2021 2022 2023 Thereafter Total Future amortization expense $ 48,424 43,122 36,656 36,080 34,917 85,382 $ 284,581 |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | EARNINGS PER COMMON SHARE The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per common share (EPS): Three months ended (In thousands) March 30, 2019 March 31, 2018 Basic—weighted common shares outstanding 135,299 141,581 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock 1,393 2,071 Diluted—weighted common shares and common shares equivalent outstanding 136,692 143,652 The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three months ended March 30, 2019 and March 31, 2018 : Three months ended (In thousands) March 30, 2019 March 31, 2018 Shares excluded from calculations of diluted EPS 460 159 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE Financial Assets Measured at Fair Value on a Recurring Basis The following table presents the Company’s financial assets that are measured at fair value on a recurring basis at March 30, 2019 and December 31, 2018 . Level 1 inputs are based on quoted prices in active markets accessible at the reporting date for identical assets and liabilities. Level 2 inputs are based on quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active, or model-based valuation techniques for which all significant assumptions are observable in a market. Level 3 inputs are based on prices or valuations that require inputs that are significant to the valuation and are unobservable. March 30, 2019 December 31, 2018 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Other current assets Foreign currency contracts (a) $ — $ 82 $ — $ 82 $ — $ — $ — $ — Total assets measured and recorded at fair value $ — $ 82 $ — $ 82 $ — $ — $ — $ — Liabilities: Other accrued liabilities Foreign currency contracts (a) $ — $ — $ — $ — $ — $ 589 $ — $ 589 Total liabilities measured and recorded at fair value $ — $ — $ — $ — $ — $ 589 $ — $ 589 (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 March 30, 2019 and December 31, 2018 condensed consolidated balance sheets to the net fair value that could have been reported in the respective condensed consolidated balance sheets is as follows: March 30, 2019 December 31, 2018 (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 $ 82 $ — $ 82 $ 589 $ — $ 589 Gain (loss) associated with derivatives are recorded in other expense, net, in the condensed consolidated statements of operations. Gain (loss) associated with derivative instruments not designated as hedging instruments were as follows: Three months ended (In thousands) March 30, 2019 March 31, 2018 Gain (loss) on foreign currency contracts $ 82 $ (1,914 ) |
Leases Leases
Leases Leases | 3 Months Ended |
Mar. 30, 2019 | |
Leases [Abstract] | |
Leases of Lessee Disclosure | LEASES Adoption of ASC ASU No. 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02 using the modified retrospective method applied to existing leases in place as of January 1, 2019. Leases entered into after January 1, 2019 are presented under the provisions of ASU No. 2016-02, while prior periods are not adjusted and continue to be reported in accordance with previous accounting guidance. Leases commencing or renewing after the adoption date are evaluated based on the guidance in ASU No. 2016-02 and may result in more finance leases being recognized even for the renewal of previously classified operating leases. The Company elected to adopt the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the practical expedient pertaining to land easements, which allowed the Company to exclude evaluation of all existing land easements in connection with the adoption of the new lease requirements to assess whether they meet the definition of a lease. The Company did not elect the use-of hindsight practical expedient and therefore did not reassess the lease terms for purposes of calculation of the lease liabilities and right-of-use assets at the adoption date. The Company elected the short-term lease recognition exemption for all leases that qualified. This means, for those leases that qualified, the Company did not recognize right-of-use assets or lease liabilities, and this included not recognizing right-of-use assets or lease liabilities for existing short-term leases of those assets in transition. The Company also elected the practical expedient to not separate lease and non-lease components for all leases other than leases of real estate, and this included not separating lease and non-lease components for all leases other than leases of real estate in transition. The Company adopted ASU 2016-02 using the modified retrospective method, recognizing the cumulative effect of application as an adjustment to the opening balance sheet. The standard had a material impact on our condensed consolidated balance sheets, but did not have a material impact on our condensed consolidated statement of income or cash flows. The most significant impact was the recognition of the right-of-use asset and lease liabilities for operating leases. As of March 30, 2019, we do not have any material finance leases. The details of the impact of the changes made to the Company’s condense consolidated balance sheet date as of January 1, 2019, the date of adoption, are reflected in the following table. ( In thousands ) Debit/(Credit) Right-of-use assets $ 46,162 Prepaid rent (646 ) Short-term lease liability (8,892 ) Short-term deferred rent 274 Long-term lease liability (42,639 ) Long-term deferred rent 5,741 Deferred tax asset 11,629 Deferred tax liability (11,629 ) Leases As of March 30, 2019, the Company was obligated under operating lease agreements for certain sales offices and manufacturing facilities, manufacturing equipment, vehicles, information technology equipment and warehouse space. Our leases have remaining lease terms of 1 year to 13 years, some of which may include options to extend the lease for up to 6 years, and some of which may include options to terminate the leases within 1 year. During the three months ended March 30, 2019, the Company has obtained $0.2 million of operating lease assets in exchange for lease obligations. As of March 30, 2019, the Company’s operating lease components with initial or remaining terms in excess of one year were classified on the condensed consolidated balance sheet as follows: ( In thousands ) Classification March 30, 2019 Assets Right-of-use assets Right-of-use assets $ 43,868 Liabilities Short-term lease liability Other accrued liabilities 8,567 Long-term lease liability Long-term lease liability 40,547 Total lease liabilities $ 49,114 Expense for leases less than 12 months for the three months ended March 30, 2019 were not material. The components of lease expense for the three months ended March 30, 2019 are as follows: ( In thousands ) March 30, 2019 Operating lease cost 3,020 Other information related to the Company’s operating leases was as follows: ( In thousands ) March 30, 2019 Supplemental Cash Flow Information Operating cash flows from leases $ 2,595 Lease Term and Discount Rate Weighted average remaining lease term (years) 8.72 Weighted average discount rate 5.1 % Maturities of lease liabilities were as follows: (In thousands) Operating Leases Remaining 2019 $ 8,454 2020 9,090 2021 6,985 2022 5,453 2023 5,218 Thereafter 27,142 Total $ 62,342 Less: Interest 13,228 Present value of lease liabilities $ 49,114 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING The Company’s financial segment reporting reflects an organizational alignment intended to leverage the Company’s unique portfolio of capabilities to create value for its customers by developing mission-critical solutions to maximize manufacturing yields and enable higher performance of devices. While these segments have separate products and technical know-how, they share a global generalist sales force, common business systems and processes, technology centers, and strategic and technology roadmaps. The Company leverages its expertise from these three segments to create new and increasingly integrated solutions for its customers. The Company’s business is reported in the following segments: • Specialty Chemicals and Engineered Materials (SCEM): SCEM provides high-performance and high-purity process chemistries, gases, and materials and safe and efficient delivery systems to support semiconductor and other advanced manufacturing processes. • Microcontamination Control (MC): MC solutions purify critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries. • Advanced Materials Handling (AMH): AMH develops solutions to monitor, protect, transport, and deliver critical liquid chemistries, wafers, and substrates for a broad set of applications in the semiconductor industry and other high-technology industries. In the first quarter of 2019, the Company has changed its definition of segment profit to include inter-segment sales. The Company updated its recognition of inter-segment sales to recognize the revenue and profit associated with products and components produced in one segment and supplied to another, before being sold to the ultimate end customer. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at approximate market prices. Inter-segment sales are presented as an elimination below. Segment profit is defined as net sales less direct and indirect segment operating expenses, including certain general and administrative costs for the Company’s human resources, finance and information technology functions. The remaining unallocated expenses consist mainly of the Company’s corporate functions as well as interest expense, amortization of intangible assets and income tax expense. Prior quarter information was recast to reflect the change in the Company’s definition of segment profit. Summarized financial information for the Company’s reportable segments is shown in the following tables. Three months ended (In thousands) March 30, 2019 March 31, 2018 Net sales SCEM $ 124,470 $ 130,743 MC 157,706 118,923 AMH 116,064 124,078 Inter-segment elimination (7,193 ) (6,545 ) Total net sales $ 391,047 $ 367,199 Three months ended (In thousands) March 30, 2019 March 31, 2018 Segment profit SCEM $ 24,431 $ 30,921 MC 47,323 40,311 AMH 22,367 25,463 Total segment profit $ 94,121 $ 96,695 The following table reconciles total segment profit to income before income taxes: Three months ended (In thousands) March 30, 2019 March 31, 2018 Total segment profit $ 94,121 $ 96,695 Less: Amortization of intangible assets 18,657 11,669 Unallocated general and administrative expenses 27,973 6,553 Operating income 47,491 78,473 Interest expense 10,884 8,159 Interest income (1,225 ) (933 ) Other (income) expense, net (248 ) 139 Income before income tax expense $ 38,080 $ 71,108 In the following tables, revenue is disaggregated by country or region for the three months ended March 30, 2019 and March 31, 2018, respectively. Three months ended March 30, 2019 (In thousands) SCEM MC AMH Inter-segment elimination Total Taiwan $ 25,173 $ 38,490 $ 18,123 $ — $ 81,786 United States 32,738 27,582 38,546 (7,193 ) 91,673 South Korea 19,326 25,815 15,978 — 61,119 Japan 11,678 25,095 11,390 — 48,163 China 14,157 22,165 9,846 — 46,168 Europe 8,777 10,775 15,599 — 35,151 Southeast Asia 12,621 7,784 6,582 — 26,987 $ 124,470 $ 157,706 $ 116,064 $ (7,193 ) $ 391,047 Three months ended March 31, 2018 (In thousands) SCEM MC AMH Inter-segment elimination Total Taiwan $ 27,642 $ 22,532 $ 14,917 $ — $ 65,091 United States 32,401 21,061 39,348 (6,545 ) 86,265 South Korea 20,327 19,823 22,588 — 62,738 Japan 14,506 25,992 11,032 — 51,530 China 14,980 13,304 12,211 — 40,495 Europe 7,796 9,684 15,407 — 32,887 Southeast Asia 13,091 6,527 8,575 — 28,193 $ 130,743 $ 118,923 $ 124,078 $ (6,545 ) $ 367,199 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events | 3 Months Ended |
Mar. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Versum Materials, Inc. Proposed Merger On January 28, 2019, the Company and Versum Materials, Inc. (“Versum”), announced that they had entered into an Agreement and Plan of Merger, dated as of January 27, 2019 (the “Merger Agreement”), pursuant to which they agreed to combine in a merger of equals. On April 8, 2019, Versum announced that its Board of Directors had received a revised proposal from Merck KGaA to acquire Versum and that Versum intended to terminate the Merger Agreement with Entegris and enter into a definitive agreement with respect to Merck’s proposal. On April 12, 2019, the Company received a termination notice from Versum terminating the Merger Agreement. Pursuant to the terms of the Merger Agreement, Entegris has received a $140.0 million termination fee from Versum. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 30, 2019 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Entegris, Inc. (“Entegris”, “the Company”, “us”, “we”, or “our”) is a leading global developer, manufacturer and supplier of microcontamination control products, specialty chemicals and advanced materials handling solutions for 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, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liability, 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 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 March 30, 2019 and December 31, 2018 , and the results of operations and comprehensive income for the three months ended March 30, 2019 and March 31, 2018 , the equity statements as of and for the three-month periods ended March 30, 2019 and March 31, 2018 and cash flows for the three months ended March 30, 2019 and March 31, 2018 . The condensed consolidated financial statements and accompanying 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, 2018 . The results of operations for the three months ended March 30, 2019 are not necessarily indicative of the results to be expected for the full year. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of 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, was $944.0 million at March 30, 2019 , compared to the carrying amount of long-term debt, including current maturities, of $938.0 million at March 30, 2019. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted in 2019 In February 2016, the FASB established Topic 842, Leases , by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and expense recognition in the income statement. The Company adopted ASU No. 2016-02 using the modified retrospective method. See Note 8 Leases to the condensed consolidated financial statements for further details. |
Revenues Revenues (Tables)
Revenues Revenues (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Revenues [Abstract] | |
Contract with Customer, Asset and Liability | The following table provides information about contract liabilities from contracts with customers. The contract liabilities are included in other accrued liabilities balance in the condensed consolidated balance sheet. (In thousands) March 30, 2019 December 31, 2018 Contract liabilities - current 17,380 15,364 |
Significant changes for contract balances | Significant changes in the contract liabilities balances during the period are as follows: Three Months Ended (In thousands) March 30, 2019 Revenue recognized that was included in the contract liability balance at the beginning of the period $ (6,753 ) Increases due to cash received, excluding amounts recognized as revenue during the period 8,769 |
Acquisition Acquisition (Tables
Acquisition Acquisition (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
DSC | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the provisional allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition. (In thousands): As of March 8, 2019 Trade accounts and note receivable, net $ 1,840 Inventories, net 5,523 Other current assets 1,389 Property, plant and equipment 16,791 Identifiable intangible assets 7,976 Right-of-use assets 79 Deferred tax asset 1,104 Accounts payable and accrued liabilities (2,461 ) Deferred tax liabilities (2,861 ) Long-term lease liability (37 ) Net assets acquired 29,343 Goodwill 35,133 Total purchase price, net of cash acquired $ 64,476 |
SPG | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the allocation of the purchase price, which is provisional for income tax accounts and goodwill, to the fair values assigned to the assets acquired and liabilities assumed at December 31, 2018 and as adjusted as of March 30, 2019: (In thousands): As of December 31, 2018 As of March 30, 2019 Trade accounts and note receivable, net $ 19,173 $ 19,173 Inventories, net 42,758 42,758 Other current assets 1,322 1,360 Property, plant and equipment 6,653 6,653 Identifiable intangible assets 150,430 150,430 Deferred tax assets 831 734 Other noncurrent assets 12 12 Current liabilities (26,473 ) (26,473 ) Deferred tax liabilities (35,533 ) (35,436 ) Other noncurrent liabilities (1,412 ) (1,412 ) Net assets acquired 157,761 157,799 Goodwill 183,729 183,691 Total purchase price, net of cash acquired $ 341,490 $ 341,490 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The Company recognized the following finite-lived intangible assets as part of the acquisition of SPG: (In thousands) Amount Weighted average life in years Developed technology $ 20,070 8.0 Trademarks and trade names 6,670 12.0 Customer relationships 107,790 12.0 Other 15,900 0.9 $ 150,430 10.0 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: (In thousands) March 30, 2019 December 31, 2018 Raw materials $ 93,099 $ 100,770 Work-in process 36,816 31,412 Finished goods 141,595 135,958 Total inventories $ 271,510 $ 268,140 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill activity for each period was as follows: (In thousands) Specialty Chemicals and Engineered Materials Microcontamination Control Advanced Materials Handling Total December 31, 2018 $ 301,423 191,708 $ 57,071 $ 550,202 Addition due to acquisitions 35,133 — — 35,133 Purchase accounting adjustments — (39 ) — (39 ) Foreign currency translation (945 ) 186 — (759 ) March 30, 2019 $ 335,611 $ 191,855 $ 57,071 $ 584,537 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Identifiable intangible assets at March 30, 2019 and December 31, 2018 consist of the following: March 30, 2019 (In thousands) Gross carrying Amount Accumulated amortization Net carrying value Developed technology $ 252,240 $ 183,261 $ 68,979 Trademarks and trade names 26,291 15,070 11,221 Customer relationships 331,186 139,623 191,563 Other 36,305 23,487 12,818 $ 646,022 $ 361,441 $ 284,581 December 31, 2018 (In thousands) Gross carrying amount Accumulated amortization Net carrying value Developed technology $ 248,776 $ 176,421 $ 72,355 Trademarks and trade names 25,643 14,749 10,894 Customer relationships 328,050 133,068 194,982 Other 36,306 18,850 17,456 $ 638,775 $ 343,088 $ 295,687 |
Estimated Future Amortization Expense | Future amortization expense during the remainder of 2019, the next four years and thereafter relating to intangible assets currently recorded in the Company’s condensed consolidated balance sheets is estimated at March 30, 2019 to be the following: (In thousands) Remaining 2019 2020 2021 2022 2023 Thereafter Total Future amortization expense $ 48,424 43,122 36,656 36,080 34,917 85,382 $ 284,581 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Earnings Per Share [Abstract] | |
Reconcilation of Share Amount Used in Computaion of Basic and Diluted Earnings Per Share (EPS) | The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per common share (EPS): Three months ended (In thousands) March 30, 2019 March 31, 2018 Basic—weighted common shares outstanding 135,299 141,581 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock 1,393 2,071 Diluted—weighted common shares and common shares equivalent outstanding 136,692 143,652 |
Shares Excluded Underlying Stock Based Awards from Calculations of Diluted EPS | The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three months ended March 30, 2019 and March 31, 2018 : Three months ended (In thousands) March 30, 2019 March 31, 2018 Shares excluded from calculations of diluted EPS 460 159 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Measured At Fair Value On Recurring Basis | The following table presents the Company’s financial assets that are measured at fair value on a recurring basis at March 30, 2019 and December 31, 2018 . Level 1 inputs are based on quoted prices in active markets accessible at the reporting date for identical assets and liabilities. Level 2 inputs are based on quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active, or model-based valuation techniques for which all significant assumptions are observable in a market. Level 3 inputs are based on prices or valuations that require inputs that are significant to the valuation and are unobservable. March 30, 2019 December 31, 2018 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Other current assets Foreign currency contracts (a) $ — $ 82 $ — $ 82 $ — $ — $ — $ — Total assets measured and recorded at fair value $ — $ 82 $ — $ 82 $ — $ — $ — $ — Liabilities: Other accrued liabilities Foreign currency contracts (a) $ — $ — $ — $ — $ — $ 589 $ — $ 589 Total liabilities measured and recorded at fair value $ — $ — $ — $ — $ — $ 589 $ — $ 589 (a) Based on observable market transactions of spot currency rates and forward currency rates on equivalently-termed instruments. |
Information about Derivative Positions | A reconciliation of the net fair value of foreign currency contract assets and liabilities subject to master netting arrangements that are recorded in the March 30, 2019 and December 31, 2018 condensed consolidated balance sheets to the net fair value that could have been reported in the respective condensed consolidated balance sheets is as follows: March 30, 2019 December 31, 2018 (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 $ 82 $ — $ 82 $ 589 $ — $ 589 |
Gains and (losses) associated with derivatives | Gain (loss) associated with derivatives are recorded in other expense, net, in the condensed consolidated statements of operations. Gain (loss) associated with derivative instruments not designated as hedging instruments were as follows: Three months ended (In thousands) March 30, 2019 March 31, 2018 Gain (loss) on foreign currency contracts $ 82 $ (1,914 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Leases [Abstract] | |
Impacts of Adoption of ASU 842 Leases | The details of the impact of the changes made to the Company’s condense consolidated balance sheet date as of January 1, 2019, the date of adoption, are reflected in the following table. ( In thousands ) Debit/(Credit) Right-of-use assets $ 46,162 Prepaid rent (646 ) Short-term lease liability (8,892 ) Short-term deferred rent 274 Long-term lease liability (42,639 ) Long-term deferred rent 5,741 Deferred tax asset 11,629 Deferred tax liability (11,629 ) |
Lease Balance Components | As of March 30, 2019, the Company’s operating lease components with initial or remaining terms in excess of one year were classified on the condensed consolidated balance sheet as follows: ( In thousands ) Classification March 30, 2019 Assets Right-of-use assets Right-of-use assets $ 43,868 Liabilities Short-term lease liability Other accrued liabilities 8,567 Long-term lease liability Long-term lease liability 40,547 Total lease liabilities $ 49,114 |
Components of Lease Expense | The components of lease expense for the three months ended March 30, 2019 are as follows: ( In thousands ) March 30, 2019 Operating lease cost 3,020 |
Schedule of Future Minimum Rental Payments for Operating Leases | Maturities of lease liabilities were as follows: (In thousands) Operating Leases Remaining 2019 $ 8,454 2020 9,090 2021 6,985 2022 5,453 2023 5,218 Thereafter 27,142 Total $ 62,342 Less: Interest 13,228 Present value of lease liabilities $ 49,114 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 30, 2019 | |
Segment Reporting [Abstract] | |
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 (In thousands) March 30, 2019 March 31, 2018 Net sales SCEM $ 124,470 $ 130,743 MC 157,706 118,923 AMH 116,064 124,078 Inter-segment elimination (7,193 ) (6,545 ) Total net sales $ 391,047 $ 367,199 Three months ended (In thousands) March 30, 2019 March 31, 2018 Segment profit SCEM $ 24,431 $ 30,921 MC 47,323 40,311 AMH 22,367 25,463 Total segment profit $ 94,121 $ 96,695 |
Reconciliation of Total Segment Profit to Operating Income | The following table reconciles total segment profit to income before income taxes: Three months ended (In thousands) March 30, 2019 March 31, 2018 Total segment profit $ 94,121 $ 96,695 Less: Amortization of intangible assets 18,657 11,669 Unallocated general and administrative expenses 27,973 6,553 Operating income 47,491 78,473 Interest expense 10,884 8,159 Interest income (1,225 ) (933 ) Other (income) expense, net (248 ) 139 Income before income tax expense $ 38,080 $ 71,108 |
Schedule of Revenue from External Customers, by Geographical Areas | In the following tables, revenue is disaggregated by country or region for the three months ended March 30, 2019 and March 31, 2018, respectively. Three months ended March 30, 2019 (In thousands) SCEM MC AMH Inter-segment elimination Total Taiwan $ 25,173 $ 38,490 $ 18,123 $ — $ 81,786 United States 32,738 27,582 38,546 (7,193 ) 91,673 South Korea 19,326 25,815 15,978 — 61,119 Japan 11,678 25,095 11,390 — 48,163 China 14,157 22,165 9,846 — 46,168 Europe 8,777 10,775 15,599 — 35,151 Southeast Asia 12,621 7,784 6,582 — 26,987 $ 124,470 $ 157,706 $ 116,064 $ (7,193 ) $ 391,047 Three months ended March 31, 2018 (In thousands) SCEM MC AMH Inter-segment elimination Total Taiwan $ 27,642 $ 22,532 $ 14,917 $ — $ 65,091 United States 32,401 21,061 39,348 (6,545 ) 86,265 South Korea 20,327 19,823 22,588 — 62,738 Japan 14,506 25,992 11,032 — 51,530 China 14,980 13,304 12,211 — 40,495 Europe 7,796 9,684 15,407 — 32,887 Southeast Asia 13,091 6,527 8,575 — 28,193 $ 130,743 $ 118,923 $ 124,078 $ (6,545 ) $ 367,199 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Additional details (Details) $ in Millions | Mar. 30, 2019USD ($) |
Accounting Policies [Abstract] | |
Long-term Debt, Fair Value | $ 944 |
Long-term Debt | $ 938 |
Revenues Revenues - Contract ba
Revenues Revenues - Contract balances (Details) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 31, 2018 |
Revenues [Abstract] | ||
Contract liabilities - current | $ 17,380 | $ 15,364 |
Revenues Revenues - Significant
Revenues Revenues - Significant changes in contract liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Revenues [Abstract] | |
Revenue recognized that was included in the contract liability balance at beginning of period | $ (6,753) |
Increases due to cash received, excluding amounts recognized as revenue during the period | $ 8,769 |
Acquisition - DSC (Details)
Acquisition - DSC (Details) - USD ($) $ in Thousands | Mar. 08, 2019 | Mar. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 49,789 | $ 21,047 | ||
Business acquisition deferred payment, net present value | 14,001 | |||
Contingent consideration obligation | 686 | $ 0 | ||
Goodwill | 584,537 | $ 550,202 | ||
DSC | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Date of Acquisition Agreement | Mar. 8, 2019 | |||
Business Acquisition Transaction Costs | 2,100 | |||
Payments to acquire business | $ 50,200 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 49,789 | |||
Fixed deferred business acquisition payment | 16,100 | |||
Business acquisition deferred payment, net present value | 14,001 | |||
Contingent consideration obligation | $ 686 | |||
Trade accounts and notes receivable, net | 1,840 | |||
Inventory | 5,523 | |||
Other current assets | 1,389 | |||
Property, Plant, and Equipment | 16,791 | |||
Identifiable Intangible Assets | 7,976 | |||
business combination right of use asset | 79 | |||
Deferred tax assets | 1,104 | |||
Accounts Payable | (2,461) | |||
Deferred tax liabilities | (2,861) | |||
Long-term lease liability | (37) | |||
Net Assets Acquired | 29,343 | |||
Goodwill | 35,133 | |||
Total Purchase Price | $ 64,476 |
Acquisition - SPG (Details)
Acquisition - SPG (Details) - USD ($) $ in Thousands | Jun. 25, 2018 | Mar. 30, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Business Acquisition [Line Items] | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 49,789 | $ 21,047 | ||
Goodwill | 584,537 | $ 550,202 | ||
SPG | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Date of Acquisition Agreement | Jun. 25, 2018 | |||
Payments to acquire business | $ 352,700 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 341,490 | |||
Business Acquisition Transaction Costs | 4,800 | |||
Trade accounts and notes receivable, net | 19,173 | 19,173 | ||
Inventory | 42,758 | 42,758 | 42,758 | |
Other current assets | 1,360 | 1,322 | ||
Property, Plant, and Equipment | 6,653 | 6,653 | 6,653 | |
Identifiable Intangible Assets | 150,430 | 150,430 | ||
Deferred tax assets | 734 | 831 | ||
Other noncurrent assets | 12 | 12 | ||
Current liabilities | (26,473) | (26,473) | ||
Deferred tax liabilities | (35,436) | (35,533) | ||
Other noncurrent liabilities | (1,412) | (1,412) | ||
Net Assets Acquired | 157,799 | 157,761 | ||
Goodwill | 183,691 | 183,691 | 183,729 | |
Total Purchase Price | 341,490 | $ 341,490 | ||
Inventory fair value step-up | $ 8,900 | |||
Amortization of Inventory Step-up | $ 2,000 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||
Developed Technology | SPG | ||||
Business Acquisition [Line Items] | ||||
Identifiable Intangible Assets | $ 20,070 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |||
Trademarks and Trade names | SPG | ||||
Business Acquisition [Line Items] | ||||
Identifiable Intangible Assets | $ 6,670 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |||
Customer Relationships | SPG | ||||
Business Acquisition [Line Items] | ||||
Identifiable Intangible Assets | $ 107,790 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |||
Other Intangible Assets | SPG | ||||
Business Acquisition [Line Items] | ||||
Identifiable Intangible Assets | $ 15,900 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 months |
Acquisition - PSS (Details)
Acquisition - PSS (Details) - USD ($) $ in Thousands | Jan. 22, 2018 | Mar. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 584,537 | $ 550,202 | |
PSS | |||
Business Acquisition [Line Items] | |||
Business Acquisition, Date of Acquisition Agreement | Jan. 22, 2018 | ||
Payments to acquire business | $ 37,300 | ||
Goodwill | $ 8,804 |
Acquisition - Flex Concepts (De
Acquisition - Flex Concepts (Details) - Flex $ in Millions | Jun. 26, 2018USD ($) |
Business Acquisition [Line Items] | |
Business Acquisition, Date of Acquisition Agreement | Jun. 26, 2018 |
Payments to acquire business | $ 1.9 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 93,099 | $ 100,770 |
Work-in process | 36,816 | 31,412 |
Finished goods | 141,595 | 135,958 |
Total inventories | $ 271,510 | $ 268,140 |
Goodwill Rollforward (Details)
Goodwill Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Goodwill [Line Items] | |
Goodwill - Beginning | $ 550,202 |
Addition due to acquisition | 35,133 |
Goodwill, Purchase Accounting Adjustments | (39) |
Foreign currency translation | (759) |
Goodwill - End | 584,537 |
Specialty Chemicals and Electronic Materials SCEM | |
Goodwill [Line Items] | |
Goodwill - Beginning | 301,423 |
Addition due to acquisition | 35,133 |
Goodwill, Purchase Accounting Adjustments | 0 |
Foreign currency translation | (945) |
Goodwill - End | 335,611 |
Microcontamination Control | |
Goodwill [Line Items] | |
Goodwill - Beginning | 191,708 |
Addition due to acquisition | 0 |
Goodwill, Purchase Accounting Adjustments | (39) |
Foreign currency translation | 186 |
Goodwill - End | 191,855 |
Advanced Materials Handling AMH | |
Goodwill [Line Items] | |
Goodwill - Beginning | 57,071 |
Addition due to acquisition | 0 |
Goodwill, Purchase Accounting Adjustments | 0 |
Foreign currency translation | 0 |
Goodwill - End | $ 57,071 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 646,022 | $ 638,775 |
Accumulated amortization | 361,441 | 343,088 |
Net carrying value | 284,581 | 295,687 |
Developed Technology | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 252,240 | 248,776 |
Accumulated amortization | 183,261 | 176,421 |
Net carrying value | 68,979 | 72,355 |
Trademarks and Trade names | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 26,291 | 25,643 |
Accumulated amortization | 15,070 | 14,749 |
Net carrying value | 11,221 | 10,894 |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 331,186 | 328,050 |
Accumulated amortization | 139,623 | 133,068 |
Net carrying value | 191,563 | 194,982 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 36,305 | 36,306 |
Accumulated amortization | 23,487 | 18,850 |
Net carrying value | $ 12,818 | $ 17,456 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2019 | $ 48,424 | |
2020 | 43,122 | |
2021 | 36,656 | |
2022 | 36,080 | |
2023 | 34,917 | |
Thereafter | 85,382 | |
Intangible assets, net | $ 284,581 | $ 295,687 |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of Share Amount Used in Computation of Basic and Diluted Earnings Per Share (EPS) (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Weighted shares outstanding: | ||
Basic-weighted common shares outstanding | 135,299 | 141,581 |
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 1,393 | 2,071 |
Diluted-weighted common shares and common shares equivalent outstanding | 136,692 | 143,652 |
Earnings per Common Share - Sha
Earnings per Common Share - Shares Excluded Underlying Stock Based Award from Calucations of Diluted EPS (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Shares excluded from calculations of diluted EPS | 460 | 159 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts, asset | $ 82 | |
Total assets measured and recorded at fair value | 82 | $ 0 |
Derivative Liability | 589 | |
Total liabilities measured and recorded at fair value | 0 | 589 |
Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts, asset | 82 | 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 | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts, asset | 0 | 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 | 82 | 0 |
Total liabilities measured and recorded at fair value | 0 | 589 |
Fair Value, Inputs, Level 2 | Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts, asset | 82 | 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 | Other Current Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency contracts, asset | 0 | 0 |
Other Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 589 |
Other Liabilities | Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 0 |
Other Liabilities | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | 589 |
Other Liabilities | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 0 | $ 0 |
Fair Value - Information about
Fair Value - Information about Derivative Positions (Detail) - USD ($) $ in Thousands | Mar. 30, 2019 | Dec. 31, 2018 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Gross amounts of recognized assets | $ 82 | |
Gross amounts of recognized liabilities | 0 | $ 0 |
Net amount of assets | $ 82 | |
Derivative Liability, Fair Value, Gross Asset | 589 | |
Derivative Liability | $ 589 |
Fair Value Fair Value - Losses
Fair Value Fair Value - Losses associated with derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | ||
Gain (loss) on foreign currency contracts | $ 82 | $ (1,914) |
Leases - Impact of Adoption of
Leases - Impact of Adoption of ASU 842 (Details) - USD ($) $ in Thousands | Mar. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Right-of-use assets | $ 43,868 | $ 46,162 | $ 0 |
Prepaid Rent | (646) | ||
Short-term lease liability | (8,567) | (8,892) | |
Deferred Rent Credit, Current | 274 | ||
Long-term lease liability | $ (40,547) | (42,639) | $ 0 |
Deferred Rent Credit, Noncurrent | 5,741 | ||
Leveraged Leases, Balance Sheet, Deferred Taxes Arising from Leveraged Leases | 11,629 | ||
Deferred Tax Liabilities, Leasing Arrangements | $ (11,629) |
Leases - Lease Balances (Detail
Leases - Lease Balances (Details) - USD ($) $ in Thousands | Mar. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
Right-of-use assets | $ 43,868 | $ 46,162 | $ 0 |
Short-term lease liability | 8,567 | 8,892 | |
Long-term lease liability | 40,547 | $ 42,639 | $ 0 |
Total liability | $ 49,114 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) $ in Thousands | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 3,020 |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Thousands | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Lease term renewal | 6 years |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 200 |
Lease termination option term | P1Y |
Operating cash flows from leases | $ 2,595 |
Weighted Average Remaining Lease Term (years) | 8 years 8 months 18 days |
Weighted Average Discount Rate | 5.10% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Lease term | 13 years |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) $ in Thousands | Mar. 30, 2019USD ($) |
Leases [Abstract] | |
Remaining 2019 | $ 8,454 |
2020 | 9,090 |
2021 | 6,985 |
2022 | 5,453 |
2023 | 5,218 |
Thereafter | 27,142 |
Total lease payments | 62,342 |
Less: Interest | 13,228 |
Total liability | $ 49,114 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 391,047 | $ 367,199 |
Total Segment Profit | 94,121 | 96,695 |
Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 124,470 | 130,743 |
Total Segment Profit | 24,431 | 30,921 |
Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 157,706 | 118,923 |
Total Segment Profit | 47,323 | 40,311 |
Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 116,064 | 124,078 |
Total Segment Profit | 22,367 | 25,463 |
Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ (7,193) | $ (6,545) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Total Segment Profit to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Segment Reporting [Abstract] | ||
Total Segment Profit | $ 94,121 | $ 96,695 |
Amortization | 18,657 | 11,669 |
Unallocated General And Administrative Expenses | 27,973 | 6,553 |
Operating income | 47,491 | 78,473 |
Interest expense | 10,884 | 8,159 |
Interest income | (1,225) | (933) |
Other (income) expense, net | (248) | 139 |
Income before income tax expense | $ 38,080 | $ 71,108 |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Financial Information by Reportable Segment and Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 391,047 | $ 367,199 |
Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 157,706 | 118,923 |
Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 116,064 | 124,078 |
Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 124,470 | 130,743 |
Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | (7,193) | (6,545) |
TAIWAN, PROVINCE OF CHINA | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 81,786 | 65,091 |
TAIWAN, PROVINCE OF CHINA | Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 38,490 | 22,532 |
TAIWAN, PROVINCE OF CHINA | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 18,123 | 14,917 |
TAIWAN, PROVINCE OF CHINA | Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 25,173 | 27,642 |
TAIWAN, PROVINCE OF CHINA | Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
UNITED STATES | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 91,673 | 86,265 |
UNITED STATES | Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 27,582 | 21,061 |
UNITED STATES | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 38,546 | 39,348 |
UNITED STATES | Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 32,738 | 32,401 |
UNITED STATES | Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | (7,193) | (6,545) |
KOREA, REPUBLIC OF | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 61,119 | 62,738 |
KOREA, REPUBLIC OF | Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 25,815 | 19,823 |
KOREA, REPUBLIC OF | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 15,978 | 22,588 |
KOREA, REPUBLIC OF | Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 19,326 | 20,327 |
KOREA, REPUBLIC OF | Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
JAPAN | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 48,163 | 51,530 |
JAPAN | Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 25,095 | 25,992 |
JAPAN | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 11,390 | 11,032 |
JAPAN | Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 11,678 | 14,506 |
JAPAN | Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
CHINA | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 46,168 | 40,495 |
CHINA | Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 22,165 | 13,304 |
CHINA | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 9,846 | 12,211 |
CHINA | Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 14,157 | 14,980 |
CHINA | Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 35,151 | 32,887 |
Europe | Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 10,775 | 9,684 |
Europe | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 15,599 | 15,407 |
Europe | Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 8,777 | 7,796 |
Europe | Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | 0 |
Southeast Asia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 26,987 | 28,193 |
Southeast Asia | Microcontamination Control | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 7,784 | 6,527 |
Southeast Asia | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 6,582 | 8,575 |
Southeast Asia | Specialty Chemicals and Electronic Materials SCEM | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 12,621 | 13,091 |
Southeast Asia | Inter-segment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 0 | $ 0 |
Subsequent Events Subsequent _2
Subsequent Events Subsequent Events (Details) $ in Millions | 3 Months Ended |
Mar. 30, 2019USD ($) | |
Subsequent Events [Abstract] | |
Gain on Contract Termination | $ 140 |