Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 01, 2022 | Oct. 31, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 01, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-32598 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 129 Concord Road, | |
Entity Address, City or Town | Billerica, | |
Entity Address, State or Province | MA | |
Entity Tax Identification Number | 41-1941551 | |
Entity Address, Postal Zip Code | 01821 | |
City Area Code | 978 | |
Local Phone Number | 436-6500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock, $0.01 par value per share | |
Trading Symbol | ENTG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 149,034,584 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | ENTEGRIS INC | |
Entity Central Index Key | 0001101302 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 752,787 | $ 402,565 |
Restricted cash | 1,880 | 0 |
Trade accounts and notes receivable, net of allowance for credit losses of $4,304 and $2,349 | 519,793 | 347,413 |
Inventories, net | 823,637 | 475,213 |
Deferred tax charges and refundable income taxes | 22,024 | 35,312 |
Other current assets | 102,155 | 52,867 |
Total current assets | 2,222,276 | 1,313,370 |
Property, plant and equipment, net of accumulated depreciation of $1,120,337 and $653,104 | 1,383,693 | 654,098 |
Other assets: | ||
Right-of-use assets | 95,397 | 66,563 |
Goodwill | 4,405,292 | 793,702 |
Intangible assets, net of accumulated amortization of $585,137 and $494,601 | 1,969,729 | 335,113 |
Deferred tax assets and other noncurrent tax assets | 18,637 | 17,671 |
Other | 38,380 | 11,379 |
Total assets | 10,133,404 | 3,191,896 |
Current liabilities: | ||
Short-term debt, including current portion of long-term debt | 219,787 | 0 |
Accounts payable | 187,697 | 130,734 |
Accrued payroll and related benefits | 149,269 | 108,818 |
Accrued interest payable | 74,513 | 6,073 |
Other accrued liabilities | 166,924 | 84,240 |
Income taxes payable | 42,831 | 49,136 |
Total current liabilities | 841,021 | 379,001 |
Long-term debt, excluding current maturities, net of unamortized discount and debt issuance costs of $147,515 and $7,973 | 5,627,698 | 937,027 |
Pension benefit obligations and other liabilities | 54,048 | 37,816 |
Deferred tax liabilities and other noncurrent tax liabilities | 411,450 | 64,170 |
Long-term lease liability | 82,870 | 60,101 |
Commitments and contingent liabilities | 0 | 0 |
Equity: | ||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of October 1, 2022 and December 31, 2021 | 0 | 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of October 1, 2022: 149,236,984 and 149,034,584, respectively; issued and outstanding shares as of December 31, 2021: 135,719,366 and 135,516,966, respectively | 1,492 | 1,357 |
Treasury stock, at cost: 202,400 shares held as of October 1, 2022 and December 31, 2021 | (7,112) | (7,112) |
Additional paid-in capital | 2,190,961 | 879,845 |
Retained earnings | 988,848 | 879,776 |
Accumulated other comprehensive loss | (57,872) | (40,085) |
Total equity | 3,116,317 | 1,713,781 |
Total liabilities and equity | $ 10,133,404 | $ 3,191,896 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 |
Trade accounts and notes receivable, allowance for doubtful accounts | $ 4,304 | $ 2,349 |
Property, plant and equipment, accumulated depreciation | 1,120,337 | 653,104 |
Intangible assets, Accumulated amortization | 585,137 | 494,601 |
Unamortized discount and debt issuance costs | $ 147,515 | $ 7,973 |
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 | 149,236,984 | 135,719,366 |
Common stock, shares outstanding | 149,034,584 | 135,516,966 |
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 | 9 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Net Sales | $ 993,828 | $ 579,493 | $ 2,335,963 | $ 1,663,689 |
Cost of sales | 622,157 | 315,289 | 1,344,075 | 899,115 |
Gross profit | 371,671 | 264,204 | 991,888 | 764,574 |
Selling, general and administrative expenses | 226,446 | 71,032 | 404,239 | 215,042 |
Engineering, research and development expenses | 64,990 | 41,972 | 160,953 | 121,692 |
Amortization of intangible assets | 65,346 | 11,843 | 90,491 | 35,616 |
Operating income | 14,889 | 139,357 | 336,205 | 392,224 |
Interest expense | 84,150 | 9,395 | 129,027 | 31,744 |
Interest income | (1,395) | (56) | (2,065) | (181) |
Other expense, net | 12,852 | 1,917 | 27,373 | 29,807 |
(Loss) income before income tax expense | (80,718) | 128,101 | 181,870 | 330,854 |
Income tax (benefit) expense | (7,015) | 10,640 | 30,377 | 39,947 |
Net (loss) income | $ (73,703) | $ 117,461 | $ 151,493 | $ 290,907 |
Basic (loss) earnings per common share | $ (0.50) | $ 0.87 | $ 1.08 | $ 2.15 |
Diluted (loss) earnings per common share | $ (0.50) | $ 0.86 | $ 1.08 | $ 2.13 |
Weighted shares outstanding: | ||||
Basic | 148,570 | 135,583 | 140,045 | 135,383 |
Diluted | 148,570 | 136,631 | 140,892 | 136,556 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Net (loss) income | $ (73,703) | $ 117,461 | $ 151,493 | $ 290,907 |
Other comprehensive (loss) income, net of tax | ||||
Foreign currency translation adjustments | (37,461) | 637 | (48,603) | (1,622) |
Pension liability adjustments | 0 | 0 | 73 | 39 |
Interest rate swap - cash flow hedge | 40,028 | 0 | 40,028 | 0 |
Income tax expense | (9,285) | 0 | (9,285) | 0 |
Total Interest rate swap - cash flow hedge | 30,743 | 0 | 30,743 | 0 |
Other comprehensive (loss) income | (6,718) | 637 | (17,787) | (1,583) |
Comprehensive (loss) income | $ (80,421) | $ 118,098 | $ 133,706 | $ 289,324 |
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 | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent |
Balance (in shares) at Dec. 31, 2020 | 135,149 | 202 | ||||||
Balance at Dec. 31, 2020 | $ 1,379,494 | $ 1,351 | $ (7,112) | $ 844,850 | $ 577,833 | $ (36,588) | $ (840) | $ 0 |
Shares issued under stock plans (in shares) | 392 | |||||||
Shares issued under stock plans | (13,466) | $ 4 | 0 | (13,470) | 0 | 0 | 0 | 0 |
Share-based compensation expense | 7,138 | $ 0 | 0 | 7,138 | 0 | 0 | 0 | 0 |
Repurchase and retirements of common stock (in shares) | (145) | |||||||
Repurchase and retirements of common stock | (15,000) | $ (1) | 0 | (904) | (14,095) | 0 | 0 | 0 |
Dividends declared | (10,832) | 0 | 0 | 8 | (10,840) | 0 | 0 | 0 |
Pension liability adjustments | 39 | 0 | 0 | 0 | 0 | 0 | 39 | 0 |
Foreign currency translation adjustments | (3,716) | 0 | 0 | 0 | 0 | (3,716) | 0 | 0 |
Net (loss) income | 84,676 | $ 0 | $ 0 | 0 | 84,676 | 0 | 0 | 0 |
Balance (in shares) at Apr. 03, 2021 | 135,396 | 202 | ||||||
Balance at Apr. 03, 2021 | 1,428,333 | $ 1,354 | $ (7,112) | 837,622 | 637,574 | (40,304) | (801) | 0 |
Balance (in shares) at Dec. 31, 2020 | 135,149 | 202 | ||||||
Balance at Dec. 31, 2020 | 1,379,494 | $ 1,351 | $ (7,112) | 844,850 | 577,833 | (36,588) | (840) | 0 |
Pension liability adjustments | 39 | |||||||
Total Interest rate swap - cash flow hedge | 0 | |||||||
Foreign currency translation adjustments | (1,622) | |||||||
Net (loss) income | 290,907 | |||||||
Balance (in shares) at Oct. 02, 2021 | 135,724 | 202 | ||||||
Balance at Oct. 02, 2021 | 1,610,780 | $ 1,357 | $ (7,112) | 866,716 | 788,830 | (38,210) | (801) | 0 |
Balance (in shares) at Apr. 03, 2021 | 135,396 | 202 | ||||||
Balance at Apr. 03, 2021 | 1,428,333 | $ 1,354 | $ (7,112) | 837,622 | 637,574 | (40,304) | (801) | 0 |
Shares issued under stock plans (in shares) | 559 | |||||||
Shares issued under stock plans | 15,190 | $ 5 | 0 | 15,185 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 7,519 | $ 0 | 0 | 7,519 | 0 | 0 | 0 | 0 |
Repurchase and retirements of common stock (in shares) | (130) | |||||||
Repurchase and retirements of common stock | (15,000) | $ (1) | 0 | (813) | (14,186) | 0 | 0 | 0 |
Dividends declared | (10,938) | 0 | 0 | 7 | (10,945) | 0 | 0 | 0 |
Foreign currency translation adjustments | 1,457 | 0 | 0 | 0 | 0 | 1,457 | 0 | 0 |
Net (loss) income | 88,770 | $ 0 | $ 0 | 0 | 88,770 | 0 | 0 | 0 |
Balance (in shares) at Jul. 03, 2021 | 135,825 | 202 | ||||||
Balance at Jul. 03, 2021 | 1,515,331 | $ 1,358 | $ (7,112) | 859,520 | 701,213 | (38,847) | (801) | 0 |
Shares issued under stock plans (in shares) | 65 | |||||||
Shares issued under stock plans | 780 | $ 1 | 0 | 779 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 7,467 | $ 0 | 0 | 7,467 | 0 | 0 | 0 | 0 |
Repurchase and retirements of common stock (in shares) | (166) | |||||||
Repurchase and retirements of common stock | (20,000) | $ (2) | 0 | (1,050) | (18,948) | 0 | 0 | 0 |
Dividends declared | (10,896) | 0 | 0 | 0 | (10,896) | 0 | 0 | 0 |
Pension liability adjustments | 0 | |||||||
Total Interest rate swap - cash flow hedge | 0 | |||||||
Foreign currency translation adjustments | 637 | 0 | 0 | 0 | 0 | 637 | 0 | 0 |
Net (loss) income | 117,461 | $ 0 | $ 0 | 0 | 117,461 | 0 | 0 | 0 |
Balance (in shares) at Oct. 02, 2021 | 135,724 | 202 | ||||||
Balance at Oct. 02, 2021 | 1,610,780 | $ 1,357 | $ (7,112) | 866,716 | 788,830 | (38,210) | (801) | 0 |
Balance (in shares) at Dec. 31, 2021 | 135,719 | 202 | ||||||
Balance at Dec. 31, 2021 | 1,713,781 | $ 1,357 | $ (7,112) | 879,845 | 879,776 | (38,863) | (1,222) | 0 |
Shares issued under stock plans (in shares) | 366 | |||||||
Shares issued under stock plans | (12,738) | $ 4 | 0 | (12,742) | 0 | 0 | 0 | 0 |
Share-based compensation expense | 9,285 | 0 | 0 | 9,285 | 0 | 0 | 0 | 0 |
Dividends declared | (13,660) | 0 | 0 | 0 | (13,660) | 0 | 0 | 0 |
Pension liability adjustments | 73 | 0 | 0 | 0 | 0 | 0 | 73 | 0 |
Foreign currency translation adjustments | (2,128) | 0 | 0 | 0 | 0 | (2,128) | 0 | 0 |
Net (loss) income | 125,705 | $ 0 | $ 0 | 0 | 125,705 | 0 | 0 | 0 |
Balance (in shares) at Apr. 02, 2022 | 136,085 | 202 | ||||||
Balance at Apr. 02, 2022 | 1,820,318 | $ 1,361 | $ (7,112) | 876,388 | 991,821 | (40,991) | (1,149) | 0 |
Balance (in shares) at Dec. 31, 2021 | 135,719 | 202 | ||||||
Balance at Dec. 31, 2021 | 1,713,781 | $ 1,357 | $ (7,112) | 879,845 | 879,776 | (38,863) | (1,222) | 0 |
Pension liability adjustments | 73 | |||||||
Total Interest rate swap - cash flow hedge | 30,743 | |||||||
Foreign currency translation adjustments | (48,603) | |||||||
Net (loss) income | 151,493 | |||||||
Balance (in shares) at Oct. 01, 2022 | 149,237 | 202 | ||||||
Balance at Oct. 01, 2022 | 3,116,317 | $ 1,492 | $ (7,112) | 2,190,961 | 988,848 | (87,466) | (1,149) | 30,743 |
Balance (in shares) at Apr. 02, 2022 | 136,085 | 202 | ||||||
Balance at Apr. 02, 2022 | 1,820,318 | $ 1,361 | $ (7,112) | 876,388 | 991,821 | (40,991) | (1,149) | 0 |
Shares issued under stock plans (in shares) | 88 | |||||||
Shares issued under stock plans | 5,398 | $ 1 | 0 | 5,397 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 10,182 | 0 | 0 | 10,182 | 0 | 0 | 0 | 0 |
Dividends declared | (13,661) | 0 | 0 | 0 | (13,661) | 0 | 0 | 0 |
Foreign currency translation adjustments | (9,014) | 0 | 0 | 0 | 0 | (9,014) | 0 | 0 |
Net (loss) income | 99,491 | $ 0 | $ 0 | 0 | 99,491 | 0 | 0 | 0 |
Balance (in shares) at Jul. 02, 2022 | 136,173 | 202 | ||||||
Balance at Jul. 02, 2022 | 1,912,714 | $ 1,362 | $ (7,112) | 891,967 | 1,077,651 | (50,005) | (1,149) | 0 |
Shares issued under stock plans (in shares) | 137 | |||||||
Shares issued under stock plans | (4,643) | $ 1 | 0 | (4,644) | 0 | 0 | 0 | 0 |
Share-based compensation expense | 38,077 | $ 0 | 0 | 38,077 | 0 | 0 | 0 | 0 |
Issuance of common stock in connection with CMC Materials acquisition | 12,927 | |||||||
Issuance of common stock in connection with CMC Materials acquisition | 1,265,690 | $ 129 | 0 | 1,265,561 | 0 | 0 | 0 | 0 |
Dividends declared | (15,100) | 0 | 0 | 0 | (15,100) | 0 | 0 | 0 |
Pension liability adjustments | 0 | |||||||
Total Interest rate swap - cash flow hedge | 30,743 | 0 | 0 | 0 | 0 | 0 | 0 | 30,743 |
Foreign currency translation adjustments | (37,461) | 0 | 0 | 0 | 0 | (37,461) | 0 | 0 |
Net (loss) income | (73,703) | $ 0 | $ 0 | 0 | (73,703) | 0 | 0 | 0 |
Balance (in shares) at Oct. 01, 2022 | 149,237 | 202 | ||||||
Balance at Oct. 01, 2022 | $ 3,116,317 | $ 1,492 | $ (7,112) | $ 2,190,961 | $ 988,848 | $ (87,466) | $ (1,149) | $ 30,743 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Oct. 02, 2021 | Jul. 03, 2021 | Apr. 03, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Common Stock, Dividends, Per Share, Declared | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.08 | $ 0.08 | $ 0.08 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 01, 2022 | Oct. 02, 2021 | |
Operating activities: | ||
Net (loss) income | $ 151,493 | $ 290,907 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 93,489 | 67,510 |
Amortization | 90,491 | 35,616 |
Share-based compensation expense | 57,544 | 22,124 |
Charge for fair value mark-up of acquired inventory sold | 61,932 | 0 |
Provision for deferred income taxes | (56,964) | (12,307) |
Loss on extinguishment of debt and modification | 2,235 | 23,338 |
Charge for excess and obsolete inventory | 17,582 | 10,066 |
Other | 38,670 | 265 |
Changes in operating assets and liabilities: | ||
Trade accounts and notes receivable | (34,378) | (53,358) |
Inventories | (180,335) | (115,187) |
Accounts payable and accrued liabilities | 83,307 | 37,577 |
Other current assets | (4,248) | 10,575 |
Income taxes payable and refundable income taxes | (15,637) | (35,275) |
Other | 15,049 | 2,623 |
Net cash provided by operating activities | 320,230 | 284,474 |
Investing activities: | ||
Acquisition of property, plant and equipment | (318,836) | (133,986) |
Acquisition of businesses, net of cash acquired | (4,474,925) | (2,250) |
Other | 1,124 | 4,416 |
Net cash used in investing activities | (4,792,637) | (131,820) |
Financing activities: | ||
Proceeds from revolving credit facility and short-term debt | 476,000 | 451,000 |
Payments of revolving credit facility and short-term debt | (271,000) | (601,000) |
Proceeds from long-term debt | 4,940,753 | 0 |
Payments of long-term debt | (145,000) | 0 |
Payments for debt extinguishment costs | 0 | (19,080) |
Payments for debt issuance costs | (99,489) | (5,069) |
Payments for dividends | (42,413) | (32,650) |
Issuance of common stock | 10,764 | 17,872 |
Repurchase and retirement of common stock | 0 | (50,000) |
Taxes paid related to net share settlement of equity awards | (22,747) | (15,368) |
Other | (859) | (218) |
Net cash provided by (used in) financing activities | 4,846,009 | (254,513) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (21,500) | (3,282) |
Increase (decrease) in cash, cash equivalents and restricted cash | 352,102 | (105,141) |
Cash, cash equivalents and restricted cash at beginning of period | 402,565 | 580,893 |
Cash, cash equivalents and restricted cash at end of period | 754,667 | 475,752 |
Supplemental Cash Flow Information | ||
Deferred acquisition payments | 0 | 250 |
Equipment purchases in accounts payable | 19,362 | 15,965 |
Increase (Decrease) in dividends payable | 8 | (16) |
Equity consideration on acquisition of CMC Materials Inc | 1,265,690 | 0 |
Schedule of interest and taxes paid | ||
Interest paid less capitalized interest | 22,917 | 29,759 |
Income taxes paid, net of refunds received | $ 96,729 | $ 85,409 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 01, 2022 | |
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 supplier of advanced materials and process solutions for 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 October 1, 2022 and December 31, 2021, and the results of operations and comprehensive income for the three and nine months ended October 1, 2022 and October 2, 2021, the equity statements as of and for the three and nine months ended October 1, 2022 and October 2, 2021, and cash flows for the nine months ended October 1, 2022 and October 2, 2021. Our recently acquired subsidiary, CMC Materials, Inc., follows a monthly reporting calendar. The third quarter of 2022 for CMC Materials refers to the three months ended September 30, 2022, whereas the Company’s third quarter is October 1, 2022. The Company believes that use of the different fiscal periods for this entity has not had a material impact on the Company’s consolidated financial position, results of operations, or liquidity. All significant intercompany balances and transactions have been eliminated in consolidation. 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 Quarterly Report on 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 Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three and nine months ended October 1, 2022 are not necessarily indicative of the results to be expected for the full year. Fair Value of Financial Instruments The carrying value of cash and cash equivalents, restricted cash, 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 $5,427.4 million at October 1, 2022, compared to the carrying amount of long-term debt, including current maturities, of $5,847.5 million at October 1, 2022. Derivatives and Hedging The Company is exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates. We enter into certain derivative transactions to mitigate the volatility associated with these exposures. We have policies in place that define acceptable instrument types we may enter into and we have established controls to limit our market risk exposure. We do not use derivative financial instruments for trading or speculative purposes. In addition, all derivatives, whether designated in hedging relationships or not, are recorded on the condensed consolidated balance sheets at fair value on a gross basis. Interest Rate Swaps The fair value of the interest rate swap is estimated using standard valuation models using market-based observable inputs over the contractual term, including one-month Secured Overnight Financing Rate (“SOFR”) based yield curves, among others. We consider the risk of nonperformance, including counterparty credit risk, in the calculation of the fair value. We have designated these swap agreements as cash flow hedges. As cash flow hedges, unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. Unrealized gains and losses are designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swaps and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of accumulated other comprehensive income (loss), while the ineffective portion is recorded as a component of Interest expense. Changes in the method by which we pay interest from one-month SOFR to another rate of interest could create ineffectiveness in the swaps, and result in amounts being reclassified from other comprehensive (loss) income into Net (loss) income. Hedge effectiveness is tested quarterly to determine if hedge treatment is appropriate. Realized gains and losses are recorded on the same financial statement line as the hedged item, which is Interest expense. Foreign Currency Contracts Not Designated as Hedges On a regular basis, we enter into forward foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting; therefore, the gains and losses resulting from the impact of currency exchange rate movements on our forward foreign exchange contracts are recognized as Other expense, net in the accompanying condensed consolidated statements of operations in the period in which the exchange rates change. Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers ("Topic 606") rather than adjust them to fair value at the acquisition date. The Company adopted ASU No. 2021-08 on July 3, 2022, and there was no material effect on its condensed consolidated financial statements. |
Revenues Revenues
Revenues Revenues | 9 Months Ended |
Oct. 01, 2022 | |
Revenues [Abstract] | |
Revenue from Contract with Customer | REVENUES The following table provides information about current contract liabilities from contracts with customers. The contract liabilities are included in other accrued liabilities balance in the condensed consolidated balance sheet. (In thousands) October 1, 2022 October 2, 2021 Balance at beginning of period $ 23,050 $ 13,852 Revenue recognized that was included in the contract liability balance at the beginning of the period (26,444) (13,561) Increases due to cash received, excluding amounts recognized as revenue during the period 40,725 16,758 Additions due to acquisitions 11,108 — Balance at end of period $ 48,439 $ 17,049 |
Acquisition
Acquisition | 9 Months Ended |
Oct. 01, 2022 | |
Business Combinations [Abstract] | |
Business Combination Disclosure | ACQUISITIONS CMC Materials, Inc. On July 6, 2022 (the “Closing Date”), the Company completed its acquisition of CMC Materials, Inc. (“CMC Materials”), a Delaware corporation, for approximately $6.0 billion in cash and stock (the “Merger”) pursuant to an Agreement and Plan of Merger dated as of December 14, 2021 (the “Merger Agreement”). As a result of the Merger, CMC Materials 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 CMC Materials are included in the Company's condensed consolidated financial statements as of and since July 6, 2022. CMC Materials reports into the Advanced Planarization Solutions and Specialty Chemicals and Engineered Materials segments of the Company. Direct costs of $31.9 million and $39.3 million associated with the acquisition of CMC Materials, consisting primarily of professional and consulting fees, were expensed as incurred in the three and nine months ended October 1, 2022, respectively. These costs are classified as selling, general and administrative expense in the Company's condensed consolidated statement of operations. The amounts of net sales and net loss from CMC Materials since the acquisition date included in the consolidated statement of operations for the three and nine months ended October 1, 2022 are $312.2 million and $83.9 million, respectively. CMC Materials is a global supplier of consumable materials, primarily to semiconductor manufacturers. The Company's products play a critical role in the production of advanced semiconductor devices, helping to enable the manufacture of smaller, faster and more complex devices by its customers. The acquisition was executed to expand the Company’s product offering base and technological base, enhance the Company’s materials and process solutions for the most advanced manufacturing environments and help customers improve productivity, performance and total cost of ownership. The purchase price of CMC Materials consisted of the following: (In thousands): Cash paid to CMC Materials’ shareholders $ 3,836,983 Stock paid to CMC Materials’ shareholders 1,265,690 Repayment of CMC Materials’ indebtedness 918,578 Total purchase price 6,021,251 Less cash and cash equivalents acquired 280,636 Total purchase price, net of cash acquired $ 5,740,615 Under the terms of the Merger Agreement, the Company paid $133.00 per share for all outstanding shares of CMC Materials (excluding treasury shares). In addition, the Company settled all outstanding share-based compensation awards held by CMC Materials’ employees at the same per share price except for certain unvested performance units that were replaced by the Company’s restricted share units. The acquisition method of accounting requires the Company to include the amount associated with pre-combination service as purchase price for the acquisition, reflected in the table immediately above. The Merger was funded with existing cash balances as well as funds raised by the Company through the issuance of debt in the form of a new term loan facility in the aggregate principal amount of $2,495.0 million, senior secured notes due 2029 in an aggregate principal amount of $$1,600.0 million, senior unsecured notes due 2030 in an aggregate principal amount of $895.0 million, and a 364-Day Bridge Credit Facility in the aggregate principal amount of $275.0 million (collectively “CMC Materials Acquisition Financing”). For additional information, see Note 7 to the Company’s condensed consolidated financial statements. The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the Merger: (In thousands): July 6, 2022 Cash and cash equivalents $ 280,636 Accounts receivable and other current assets 206,887 Inventory 256,598 Property, plant and equipment 534,363 Identifiable intangible assets 1,727,119 Other noncurrent assets 44,149 Current liabilities (213,089) Deferred tax liabilities and other noncurrent liabilities (448,550) Net assets acquired 2,388,113 Goodwill 3,633,138 Total purchase price $ 6,021,251 The fair value of acquired inventories of $256.6 million is provisional pending the Company's review of the calculations underlying the valuation for those assets from a third-party valuation firm and is valued at the estimated selling price less the cost of disposal and reasonable profit for the selling effort. The fair value write-up of acquired finished goods inventory was $61.9 million, the amount of which will be amortized over the expected turn of the acquired inventory. The fair value of acquired property, plant and equipment of $534.4 million is provisional pending the Company's review of the valuation report for those assets from a third-party valuation firm. Property, plant and equipment is valued at its value-in-use, unless there was a known plan to dispose of an asset. The fair value of the acquired intangible assets is provisional pending the Company’s review of the valuation report for those assets from a third-party valuation firm. The Company recognized the following provisional finite-lived intangible assets as part of the acquisition of CMC Materials and will be amortized on a straight-line basis: (In thousands) Amount Weighted Developed technology $ 1,005,300 6.4 Trademarks and trade names 234,400 14.9 Customer relationships 445,700 18.2 In-process research and development 30,100 Other 11,619 1.2 $ 1,727,119 10.7 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 CMC Materials exceeded the fair value of the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $3,633.1 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 tax purposes. The assignment of goodwill to the Company's reportable segments will be finalized in connection with the final valuation of assets acquired and liabilities assumed. The final valuation of assets acquired and liabilities assumed is expected to be completed as soon as possible, but no later than one year from the acquisition date. Given the size and complexity of the acquisition, the valuation of certain assets and liabilities is still being finalized. In addition to inventory, property, plant and equipment, and identifiable intangible assets, for the reasons noted above, the Company's valuation of the CMC Materials’ tax accounts is provisional pending the completion of and the Company's review of CMC Materials’ tax returns to be filed for periods up to the acquisition date. To the extent that the Company's estimates require adjustment, the Company will modify the value. The Company recognized a discrete tax benefit of $8.6 million incurred in connection with $86.3 million of acquisition and integration related costs in the third quarter of 2022. The effective income tax rate is different from the statutory rate of 21% as a result of transaction costs that must be capitalized to the stock basis of the Company's investment in CMC Materials, compensation payments to covered employees in excess of $1 million, and costs that are deemed to be associated with CMC Materials’ final short period for Federal income tax purposes. Pro Forma Results (Unaudited) The following unaudited pro forma financial information presents the combined results of operations of the Company as if the acquisition of CMC Materials had occurred as of the beginning of the years presented. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The pro forma information does not include any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition. Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Net sales $ 993,828 $ 889,268 $ 2,974,780 $ 2,568,665 Net (loss) income 62,255 51,062 223,030 (230,999) Per share amounts: Net (loss) income per common share - basic $ 0.42 $ 0.34 $ 1.50 $ (1.56) Net (loss) income per common share - diluted $ 0.42 $ 0.34 $ 1.44 $ (1.56) The unaudited pro forma financial information above gives effect to the following: • The elimination of transactions between Entegris and CMC Materials, which upon completion of the Merger would be considered intercompany. This reflects the elimination of intercompany sales and associated intercompany accounts. • Incremental amortization and depreciation expense related to the estimated fair value of identifiable intangible assets and property, plant and equipment from the purchase price allocation. • Interest expense on the new debt raised to fund in part the consideration paid to effect the Merger using the effective interest rates. • The elimination of interest expense, net of the one-time gain on the termination of two swap instruments which were terminated on June 24, 2022 associated with the extinguished CMC Materials’ debt outstanding. • The elimination of interest expense associated with the repayment of the $145.0 million senior secured term loan facility due 2025. • The amortization of deferred financing costs and original issue discount associated with the aggregate new debt facilities. • Transaction and integration costs directly attributable to the Merger were reclassed as of the beginning of the comparable prior annual reporting period. • The incremental pro forma stock-based compensation expense for accelerated vesting upon the change in control for stock options, restricted stock units, restricted stock shares, phantom units, and other deferred restricted stock units. • The additional cost of goods sold recognized in connection with the write-up of acquired finished goods inventory of $61.9 million. The write-up is recognized in cost of sales as the inventory is sold, which for purposes of these pro forma financial statements is assumed to occur within the first quarter after the Merger and is non-recurring in nature. • The income tax effect of the transaction accounting adjustments related to the Merger calculated using a blended statutory income tax rate of 22.5%. Precision Microchemicals On November 30, 2021, the Company completed its acquisition of the Precision Microchemicals business from BASF SE. As of the date of this Quarterly Report, the Precision Microchemicals business reports into the Advanced Planarization Solutions segment of the Company. The acquisition was accounted for under the acquisition method of accounting, and the Precision Microchemicals business results of operations are included in the Company’s consolidated financial statements as of and since November 30, 2021. The acquisition does not constitute a material business combination. The purchase price for the Precision Microchemical business included cash consideration of $89.7 million (net of cash acquired), which was funded from the Company’s existing cash on hand. The purchase price of the Precision Microchemical business exceeded the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $42.8 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. The fair value of acquired identifiable intangible assets was determined using Level 3 inputs for the “income approach” on an individual asset basis. The key assumptions used in the calculation of the discounted cash flows include future revenue growth rates, future gross margin, future selling, general and administrative expense, royalty rates, and discount rates. The valuations and the underlying assumptions have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations. During the quarter ended April 2, 2022, the Company finalized its fair value determination of the assets acquired and the liabilities assumed. The following table summarizes the final 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): November 30, 2021 As of April 2, 2022 Inventories, net $ 967 $ 967 Other current assets 19 19 Identifiable intangible assets 44,910 44,910 Right-of-use assets 1,912 1,912 Property, plant and equipment 1,002 1,002 Other noncurrent assets 18 18 Accounts payable and accrued liabilities (43) (30) Short-term lease liability (170) (170) Long-term lease liability (1,742) (1,742) Net assets acquired 46,873 46,886 Goodwill 42,819 42,824 Total purchase price, net of cash acquired $ 89,692 $ 89,710 The Company recognized the following finite-lived intangible assets as part of the acquisition of the Precision Microchemicals business: (In thousands) Amount Weighted Developed technology $ 9,600 9.0 Trademarks and trade names 3,400 15.0 Customer relationships 31,800 15.5 Other 110 $ 44,910 14.1 |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 9 Months Ended |
Oct. 01, 2022 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |
Restricted Assets Disclosure | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same amounts shown in the condensed consolidated statement of cash flows. (In thousands) October 1, 2022 December 31, 2021 Cash and cash equivalents $ 752,787 $ 402,565 Restricted cash 1,880 — Total cash, cash equivalents and restricted cash $ 754,667 $ 402,565 |
Inventories
Inventories | 9 Months Ended |
Oct. 01, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following: (In thousands) October 1, 2022 December 31, 2021 Raw materials $ 342,668 $ 191,986 Work-in-process 63,454 40,257 Finished goods 417,515 242,970 Total inventories, net $ 823,637 $ 475,213 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 01, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill activity for each of the Company’s reportable segments that carry goodwill, Specialty Chemicals and Engineered Materials (“SCEM”), Microcontamination Control (“MC”), Advanced Materials Handling (“AMH”), and Advanced Planarization Solutions (“APS”) for each was as follows: (In thousands) SCEM MC AMH APS Total December 31, 2021 $ 470,875 $ 248,725 $ 74,102 $ — $ 793,702 Addition due to acquisitions 275,771 — — 3,357,367 3,633,138 Purchase accounting adjustments 5 — — — 5 Goodwill reallocation (120,980) — — 120,980 — Foreign currency translation (1,863) (8,667) — (11,023) (21,553) October 1, 2022 $ 623,808 $ 240,058 $ 74,102 $ 3,467,324 $ 4,405,292 Our goodwill balances reflect the goodwill reallocation related to the creation of our new APS segment during the third quarter of 2022, which included a transfer of some related operations in our SCEM reportable segment to our APS reportable segment. We have allocated goodwill to our reporting units using a relative fair value approach. In addition, we completed an assessment of any potential goodwill impairment for all reporting units immediately prior and subsequent to the reallocation and determined that no impairment existed. Identifiable intangible assets at October 1, 2022 and December 31, 2021 consist of the following: October 1, 2022 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,298,717 $ 281,407 $ 1,017,310 Trademarks and trade names 267,718 25,680 242,038 Customer relationships 926,425 260,268 666,157 Other 62,006 17,782 44,224 $ 2,554,866 $ 585,137 $ 1,969,729 December 31, 2021 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 293,982 $ 232,722 $ 61,260 Trademarks and trade names 33,553 20,340 13,213 Customer relationships 481,674 227,350 254,324 Other 20,505 14,189 6,316 $ 829,714 $ 494,601 $ 335,113 Future amortization expense relating to intangible assets currently recorded in the Company’s condensed consolidated balance sheets is estimated to be the following at October 1, 2022: (In thousands) Remaining 2022 2023 2024 2025 2026 Thereafter Total Future amortization expense $ 65,728 258,598 239,039 232,754 230,526 943,084 $ 1,969,729 |
Debt
Debt | 9 Months Ended |
Oct. 01, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT The Company’s debt as of October 1, 2022 and December 31, 2021 consists of the following: (In thousands) October 1, 2022 December 31, 2021 Senior secured term loan facility due 2029 2,495,000 — Senior secured notes due 2029 1,600,000 — Senior unsecured notes due 2030 895,000 — Senior unsecured notes due 2029 400,000 400,000 Senior unsecured notes due 2028 400,000 400,000 Bridge credit facility due 2023 205,000 — Senior secured term loan facility due 2025 — 145,000 5,995,000 945,000 Unamortized discount and debt issuance costs 147,515 7,973 Total debt, net $ 5,847,485 $ 937,027 Less short-term debt, including current portion of long-term debt 219,787 — Total long-term debt, net $ 5,627,698 $ 937,027 Annual maturities of long-term debt, excluding unamortized discount and issuance costs, due as of October 1, 2022 are as follows: (In thousands) Remaining 2022 2023 2024 2025 2026 Thereafter Total Contractual debt obligation maturities* $ — 229,950 24,950 24,950 24,950 5,690,200 $ 5,995,000 *Subject to Excess Cash Flow payments to the lenders. CMC Materials Acquisition Financing On the Closing Date, the Company completed its acquisition of CMC Materials pursuant to the Merger Agreement, by and among the Company, CMC Materials and Yosemite Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into CMC Materials, with CMC Materials surviving the Merger and becoming a wholly-owned subsidiary of the Company. On the Closing Date, the Company and certain of its subsidiaries entered into an Amendment and Restatement Agreement (the “Amendment”), which amended and restated the Credit and Guaranty Agreement, dated as of November 6, 2018 (as previously amended, restated, amended and restated, supplemented, modified and otherwise in effect prior to the effectiveness of the Amendment, the “Existing Credit Agreement” and, the Existing Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent. The Amended Credit Agreement provides for senior secured credit facilities in an aggregate principal amount equal to $3.1 billion, consisting of (a) a senior secured term loan credit facility in an aggregate principal amount equal to $2.495 billion (the “Initial Term Loan Facility”) and (b) a senior secured revolving credit facility in an aggregate amount equal to $575.0 million (the “Revolving Facility” and, together with the Initial Term Loan Facility, the “Credit Facilities”). The Revolving Facility contains sublimits for swingline loans and the issuances of letters of credit. The Company used a portion of the proceeds of the offering to repay the remaining principal amount of the $145.0 million senior secured term loan facility due 2025. In connection with the repayment of this debt, the Company incurred a loss on extinguishment of debt of $0.9 million, which is included in Other expense (income), net on the condensed consolidated statement of operations. The commitments under the Revolving Facility expire on July 6, 2027, and any loans then outstanding will be payable in full at that time. All outstanding loans under Initial Term Loan Facility are due and payable on July 6, 2029. The obligations under the Credit Facilities are guaranteed by certain of the Company’s wholly-owned domestic restricted subsidiaries (collectively, the “Subsidiary Guarantors”), subject to customary exceptions and limitations. The obligations under the Credit Facility are secured by a first-priority lien on substantially all of the assets of the Company and the Subsidiary Guarantors, subject to customary exceptions and limitations, on a pari passu basis with the obligations under the Secured Notes, pursuant to customary intercreditor arrangements. Borrowings under the Initial Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, either (i) Term Secured Overnight Financing Rate (“Term SOFR”) plus an applicable margin of 3.00% or (ii) a base rate plus an applicable margin of 2.00%. Borrowings under the Revolving Facility bear interest at a rate per annum equal to, at the Company’s option, either (i) Term SOFR, in the case of US dollar denominated borrowings, or the applicable benchmark rate as further described in the Amended Credit Agreement, in the case of any other currency, in each case, plus an applicable margin of 1.75% or (ii) a base rate, plus an applicable margin of 0.75%. The applicable margin set forth in the Amended Credit Agreement steps-down depending on the First Lien Net Leverage Ratio. The Amended Credit Agreement also contains customary unused commitment fees, letter of credit fees and agency fees. The Amended Credit Agreement contains customary representations, warranties and affirmative covenants. The Amended Credit Agreement also includes negative covenants that limit, among other things, incurring additional indebtedness, transactions with affiliates, additional liens, sales of assets, dividends, investments and advances, prepayments of debt and mergers and acquisitions, in each case, subject to certain exceptions, qualifications and baskets. The Amended Credit Agreement also includes a “springing” financial covenant that would require the Company to maintain a First Lien Net Leverage Ratio of 5.20:1.00 or less as of the end of any period of four fiscal quarters ending after December 31, 2022 if at any time the Company has revolving borrowings, unreimbursed letter of credit drawings and undrawn letters of credit (subject to certain exceptions) outstanding in an amount in excess of 35.0% of the aggregate commitments in respect of the Revolving Facility. The Amended Credit Agreement contains customary events of default for facilities of this type. If an event of default occurs and is continuing, the Company may be required immediately to repay all amounts outstanding under the Amended Credit Agreement. On the Closing Date, the Company and the Subsidiary Guarantors entered into a 364-Day Bridge Credit and Guaranty Agreement (the “Bridge Credit Agreement”), among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent. The Bridge Credit Agreement provides for a senior unsecured term loan facility in an aggregate principal amount equal to $275.0 million (the “Bridge Credit Facility”). All outstanding loans under the Bridge Credit Facility are due and payable on the date that is 364 days after the Closing Date. The Company incurred debt issuance costs of $6.9 million in connection with the Bridge Credit Facility. Borrowings under the Bridge Credit Facility bear interest at a rate per annum equal to, at the Company’s option, either (i) Term SOFR plus an applicable margin of 4.55% or (ii) a base rate plus an applicable margin of 3.55%. In addition to paying interest on the outstanding principal under the Bridge Credit Facility, the Company will pay to each lender under the Bridge Credit Agreement duration fees equal to 0.25% of the aggregate outstanding principal amount of such lender’s loans under the Bridge Credit Facility at 90, 180 and 270 days after the Closing Date. The Company’s obligations under the Bridge Credit Facility are guaranteed, on an unsecured basis, by the Subsidiary Guarantors, subject to customary exceptions and limitations. The Bridge Credit Agreement contains customary representations, warranties and affirmative covenants. The Bridge Credit Agreement also includes negative covenants that limit, among other things, additional subsidiary indebtedness, additional liens, sales of assets and mergers and acquisitions, in each case, subject to certain exceptions, qualifications and baskets. The Bridge Credit Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, events of bankruptcy and insolvency, and a change of control. If an event of default occurs and is continuing, the Company may be required immediately to repay all amounts outstanding under the Bridge Credit Agreement. The Company began incurring ticking fees associated with the Initial Term Loan Facility on March 2, 2022 through the Closing Date. The ticking fees were paid in cash to the term loan lenders on the Closing Date. For the three and nine months ended October 1, 2022, the Company incurred $0.4 million and $12.0 million in ticking fees, respectively, which were recorded to interest expense in the condensed consolidated statement of operations. Senior Secured Notes Due 2029 and Senior Unsecured Notes Due 2030 On April 14, 2022, the Company, via a wholly-owned escrow subsidiary (the “Escrow Issuer”), issued $1.6 billion aggregate principal amount of 4.750% senior secured notes due April 15, 2029 (the “2029 Notes”) pursuant to an indenture dated as of April 14, 2022 (the “2029 Notes Indenture”), by and between the Escrow Issuer and Truist Bank (“Truist”), as trustee and as notes collateral agent. Interest on the 2029 Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2022. The Company incurred debt issuance costs of $28.5 million in connection with the 2029 Notes. These costs are reported in the Company’s condensed consolidated balance sheet as a direct deduction from the face amount of the 2029 Notes, along with $7.6 million of original issue discount costs. On June 30, 2022, the Company, via the Escrow Issuer, issued $895.0 million aggregate principal amount of 5.950% senior unsecured notes due June 15, 2030 (the “2030 Notes” and together with the 2029 Notes, the “New Notes”) pursuant to an indenture, dated as of June 30, 2022 (the “2030 Notes Indenture” and together with the 2029 Notes Indenture, the “New Notes Indentures”), by and between the Escrow Issuer and Truist. Interest on the 2030 Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2022. The Company incurred debt issuance costs of $24.1 million in connection with the 2030 Notes. These costs are reported in the Company’s condensed consolidated balance sheet as a direct deduction from the face amount of the 2030 Notes along with $16.7 million of net original issue discount costs. On the Closing Date, the Escrow Issuer merged with and into the Company and, in connection therewith, the Company executed a supplemental indenture to each New Notes Indenture and such Company subsidiaries agreed to guarantee the Company’s obligations under the New Notes. Accordingly, each series of New Notes is guaranteed, jointly and severally, fully and unconditionally, on a senior basis, by the Company’s existing and future domestic subsidiaries, other than certain excluded subsidiaries, to the extent that such subsidiaries guarantee indebtedness under the Amended Credit Agreement or existing senior notes. In addition, the 2029 Notes and related guarantees are secured, subject to permitted liens and certain other exceptions, by first priority liens on substantially the same collateral that secures the obligations under the Amended Credit Agreement. The Company may, at its option, redeem, at any time and from time to time prior to June 15, 2025, some or all of the 2029 Notes at 100% of the principal amount thereof plus the applicable “make-whole” premium as set forth in the 2029 Notes Indenture plus accrued and unpaid interest, if any, to, but excluding, the redemption date. On or after June 15, 2025, the Company may redeem some or all of the 2029 Notes at the applicable prices set forth in the 2029 Notes Indenture plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem up to 40% of the principal amount of the 2029 Notes before June 15, 2025 with the net proceeds from one or more equity offerings at the applicable price set forth in the 2029 Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The Company may, at its option, redeem, at any time and from time to time prior to January 15, 2029 (the “Par Call Date”), some or all of the 2029 Notes at 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date plus the applicable “make-whole premium” described in the 2029 Notes Indenture. On or after the Par Call Date, the 2029 Notes will be redeemable, at the Company’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2029 Notes to be redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Upon the occurrence of certain change of control events accompanied by certain ratings events, the Company will be required to offer to repurchase all of the outstanding principal amount of each series of New Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase. Each New Notes Indenture contains covenants that, among other things, limit the Company’s ability and/or the ability of the Company’s subsidiaries to: incur liens; engage in sales-and-leaseback transactions; and consolidate, merge with or convey, transfer or lease all or substantially all of the Company’s and its subsidiaries’ assets to another person and limits the ability of any non-guarantor subsidiary of the Company to incur indebtedness. These covenants are subject to a number of other limitations and exceptions as set forth in the New Notes Indentures. The Company was in compliance with these covenants at October 1, 2022. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 9 Months Ended |
Oct. 01, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company is required to record certain assets and liabilities at fair value. The valuation methods used for determining the fair value of these financial instruments by hierarchy are as follows: Level 1 Cash and cash equivalents consist of various bank accounts used to support our operations and investments in institutional money-market funds that are traded in active markets. The restricted cash represents cash held in a “Rabbi” trust, further described in Note 4. Level 2 Derivative financial instruments include an interest rate swap contract and foreign exchange contracts. The fair value of our derivative instruments is estimated using standard valuation models and market-based observable inputs over the contractual term, including the prevailing SOFR based yield curves for the interest rate swap, and forward rates and/or the Overnight Index Swap curve for forward foreign exchange contracts, among others. Level 3 No Level 3 financial instruments The following table presents financial instruments, other than debt, that we measure at fair value on a recurring basis. There were no outstanding balances for these items at December 31, 2021. See Note 1 of this Report on Form 10-Q for a discussion of our debt. In instances where the inputs used to measure the fair value of an asset fall into more than one level of the hierarchy, we have classified it based on the lowest level input that is significant to the determination of the fair value. October 1, 2022 (In thousands): Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 752,787 $ — $ — $ 752,787 Restricted cash 1,880 $ — $ — 1,880 Derivative financial instruments - Interest rate swap - cash flow hedge — 40,127 — 40,127 Total Assets $ 754,667 $ 40,127 $ — $ 794,794 Liabilities: Derivative financial instruments - Forward exchange contracts $ — $ 336 $ — $ 336 Total Liabilities $ — $ 336 $ — $ 336 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Oct. 01, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | DERIVATIVE INSTRUMENTS The Company is exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates. One objective of the Company's risk management program is to mitigate these risks using derivative instruments. Cash Flow Hedges - Interest Rate Swap Contract In July 2022, the Company entered into a floating-to-fixed swap agreement on its variable rate debt under the Term Loan Facility. For further information on the Term Loan Facility, see Note 7 Debt. The interest rate swap was designated specifically to the Term Loan Facility and qualifies as a cash flow hedge. The notional amount is scheduled to decrease quarterly and will expire on December 30, 2025. As cash flow hedges, unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. Unrealized gains and losses are designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swaps and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of accumulated other comprehensive income (loss) and will be reflected in earnings during the period the hedged transaction effects earnings, while the ineffective portion is recorded as a component of Interest expense. Foreign Currency Contracts Not Designated as Hedges The Company enters into foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting. The Company recognizes the change in fair value of its foreign currency forward contracts in the condensed consolidated statement of operations. The notional amounts of our derivative instruments are as follows: (In thousands) October 1, 2022 December 31, 2021 Derivatives designated as hedging instruments: Interest rate swap contract - Cash flow hedge $ 1,950,000 $ — Derivatives not designated as hedging instruments: Foreign exchange contracts to purchase U.S. dollars $ 4,400 $ — Foreign exchange contracts to sell U.S. dollars 23,175 — The fair values of our derivative instruments included in the condensed consolidated balance sheets are as follows: (In thousands) Derivative Assets Derivative Liabilities Condensed Consolidated Balance Sheet Location October 1, 2022 December 31, 2021 October 1, 2022 December 31, 2021 Derivatives designated as hedging instruments - Interest rate swap contract -cash flow hedge Other current assets $ 19,255 $ — $ — $ — Other assets - long-term 20,773 — — — Derivatives not designated as hedging instruments -Foreign exchange contracts Other current assets $ 99 $ — $ — $ — Other accrued liabilities — — 336 — The following table summarizes the effects of our derivative instruments on our condensed consolidated statements of operations: (In thousands) Three Months Ended Nine Months Ended Derivatives not designated as hedging instruments: Condensed Consolidated Statements of Operations Location October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Foreign exchange contracts Other expense, net $ 562 $ — $ 562 $ — The following table summarizes the effects of our derivative instruments on Accumulated Other Comprehensive Income: Three Months Ended Nine Months Ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Derivatives designated as hedging instruments: Interest rate swap contract - Cash flow hedge $ 30,743 $ — $ 30,743 $ — We expect approximately $19.3 million to be reclassified from Accumulated other comprehensive income into Interest expense, net during the next twelve months related to our interest rate swap based on projected rates of the SOFR forward curve as of October 1, 2022. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Oct. 01, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | EARNINGS PER COMMON SHAREBasic (loss) earnings per common share (“EPS”) is calculated based on the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per common share is calculated based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the applicable period. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per common share: Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Basic—weighted common shares outstanding 148,570 135,583 140,045 135,383 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock — 1,048 847 1,173 Diluted—weighted common shares and common shares equivalent outstanding 148,570 136,631 140,892 136,556 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 October 1, 2022 and October 2, 2021: Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Shares excluded from calculations of diluted EPS 1,610 148 415 149 |
Compensation Related Costs, Sha
Compensation Related Costs, Share Based Payments | 9 Months Ended |
Oct. 01, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Shareholders' Equity and Share-Based Payments | SHARE-BASED COMPENSATIONDuring the three months ended October 1, 2022, the Company modified certain awards of restricted share units, options, and performance-based restricted share units that were granted in the 2022 fiscal year to provide that the awards will generally vest in connection with the grantee’s qualifying retirement. The Company accounted for this as a modification of awards and recognized incremental compensation cost of $15.3 million. The incremental compensation cost is measured as the accelerated expense over the requisite service period. The fair-value-based measure of the modified awards was the same as the fair-value based measure of the original award immediately before modification because the modification only affects the service period of the award. In addition, the Company modified restricted share units, options, and performance-based restricted share units granted prior to the 2022 fiscal year for two employees to accelerate the unvested awards upon their respective retirements from the Company. The Company accounted for this as a modification of awards and recognized incremental compensation cost of $6.2 million. The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms modified and recognized as compensation cost on the date of the modification for the vested awards. |
Other expense (income), net
Other expense (income), net | 9 Months Ended |
Oct. 01, 2022 | |
Other Income and Expenses [Abstract] | |
Other expense (income), net | OTHER EXPENSE, NET Other expense, net for the three and nine months ended October 1, 2022 and October 2, 2021 consists of the following: Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Loss on foreign currency transactions $ 13,631 $ 1,919 $ 28,254 $ 6,281 Loss on extinguishment of debt and modification 2,235 — 2,235 23,338 Other, net (3,014) (2) (3,116) 188 Other expense, net $ 12,852 $ 1,917 $ 27,373 $ 29,807 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Oct. 01, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING Effective July 6, 2022, coincident to and in conjunction with the CMC acquisition (see Note 3 to the condensed consolidated financial statements) the Company changed its financial segment reporting to reflect management and organizational changes made by the Company. The Company’s financial segment reporting reflects an organizational alignment intended to leverage the Company’s unique breadth of capabilities to create mission-critical microcontamination control products, specialty chemicals and advanced materials handling solutions that maximize manufacturing yields, reduce manufacturing costs and enable higher device performance for its customers. While these segments have separate products and technical know-how, they share common business systems and processes, technology centers, and strategic and technology roadmaps. The Company leverages its expertise from these four segments to create new and increasingly integrated solutions for its customers. Beginning with this report, the Company will report its financial performance in the following segments: • Specialty Chemicals and Engineered Materials: SCEM provides advanced materials enabling complex chip designs and improved device electrical performance, including 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 offers advanced filtration solutions that improve customers’ yield, device reliability and cost, by filtering and purifying critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries. • Advanced Materials Handling : AMH develops solutions that improve customers’ yields by protecting critical materials during manufacturing, transportation, and storage, including products that monitor, protect, transport and deliver critical liquid chemistries, wafers, and other substrates for a broad set of applications in the semiconductor, life sciences and other high-technology industries. • Advanced Planarization Solutions: APS provides complementary chemical mechanical planarization solutions, advanced materials and high-purity wet chemicals, including CMP slurries, pads, formulated cleans and other electronic chemicals that are critical to semiconductor manufacturing processes and that enhance device yields. Summarized financial information for the Company’s reportable segments is shown in the following tables. Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Net sales SCEM $ 224,192 $ 154,605 $ 569,380 $ 460,707 MC 280,550 225,877 821,320 660,497 AMH 210,405 186,200 632,602 507,243 APS 293,854 21,775 352,816 62,580 Inter-segment elimination (15,173) (8,964) (40,155) (27,338) Total net sales $ 993,828 $ 579,493 $ 2,335,963 $ 1,663,689 Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Segment profit SCEM $ 34,228 $ 33,552 $ 107,459 $ 98,760 MC 105,335 78,399 304,062 227,097 AMH 42,077 40,503 135,693 114,691 APS 18,903 7,539 40,241 21,832 Total segment profit $ 200,543 $ 159,993 $ 587,455 $ 462,380 The following table reconciles total segment profit to (loss) income before income tax (benefit) expense: Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Total segment profit $ 200,543 $ 159,993 $ 587,455 $ 462,380 Less: Amortization of intangible assets 65,346 11,843 90,491 35,616 Unallocated general and administrative expenses 120,308 8,793 160,759 34,540 Operating income 14,889 139,357 336,205 392,224 Interest expense 84,150 9,395 129,027 31,744 Interest income (1,395) (56) (2,065) (181) Other expense, net 12,852 1,917 27,373 29,807 (Loss) income before income tax (benefit) expense $ (80,718) $ 128,101 $ 181,870 $ 330,854 In the following tables, revenue is disaggregated by customers’ country or region based on the ship to location of the customer for the three and nine months ended October 1, 2022 and October 2, 2021, respectively. Three months ended October 1, 2022 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 86,259 $ 42,716 $ 67,794 $ 69,618 $ (15,173) $ 251,214 Taiwan 29,462 70,536 38,712 43,604 — 182,314 China 26,805 58,398 28,717 53,040 — 166,960 South Korea 19,931 30,583 29,339 40,001 — 119,854 Japan 22,563 42,505 16,336 9,604 — 91,008 Europe 21,892 20,977 18,401 41,483 — 102,753 Southeast Asia 17,280 14,835 11,106 36,504 — 79,725 $ 224,192 $ 280,550 $ 210,405 $ 293,854 $ (15,173) $ 993,828 Three months ended October 2, 2021 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 47,636 $ 35,828 $ 60,350 $ 4,915 $ (8,964) $ 139,765 Taiwan 24,479 57,806 26,615 4,892 — 113,792 China 21,678 35,003 23,975 3,639 — 84,295 South Korea 18,319 24,763 28,487 5,336 — 76,905 Japan 20,735 42,440 13,701 904 — 77,780 Europe 11,952 17,583 26,041 1,299 — 56,875 Southeast Asia 9,806 12,454 7,031 790 — 30,081 $ 154,605 $ 225,877 $ 186,200 $ 21,775 $ (8,964) $ 579,493 Nine months ended October 1, 2022 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 191,394 $ 113,984 $ 205,414 $ 82,554 $ (40,155) $ 553,191 Taiwan 85,040 232,711 111,722 54,338 — 483,811 China 77,799 142,639 87,347 61,385 — 369,170 South Korea 56,793 93,718 89,367 52,382 — 292,260 Japan 65,659 137,103 44,701 11,202 — 258,665 Europe 46,499 60,670 65,976 45,986 — 219,131 Southeast Asia 46,196 40,495 28,075 44,969 — 159,735 $ 569,380 $ 821,320 $ 632,602 $ 352,816 $ (40,155) $ 2,335,963 Nine months ended October 2, 2021 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 142,994 $ 106,568 $ 161,792 $ 13,295 $ (27,338) $ 397,311 Taiwan 69,196 155,830 79,286 16,154 — 320,466 China 63,442 118,595 70,418 7,756 — 260,211 South Korea 58,266 83,725 73,769 15,627 — 231,387 Japan 66,258 114,654 37,875 2,520 — 221,307 Europe 32,025 44,562 63,171 4,276 — 144,034 Southeast Asia 28,526 36,563 20,932 2,952 — 88,973 $ 460,707 $ 660,497 $ 507,243 $ 62,580 $ (27,338) $ 1,663,689 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Oct. 01, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTOn October 11, 2022, the Company announced a definitive agreement for Infineum USA L.P. to acquire the Pipeline and Industrial Materials (“PIM”) business, which became part of the Company with the recent acquisition of CMC Materials. The selling price is expected to be approximately $240.0 million, subject to customary purchase price adjustments. The sale is currently expected to close in the fourth quarter of 2022, subject to the satisfaction of certain customary closing conditions, including, among others, receipt of regulatory approval. The Company does not expect a material gain or loss from the sale of the PIM business. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 01, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Entegris, Inc. (“Entegris”, “the Company”, “us”, “we”, or “our”) is a leading supplier of advanced materials and process solutions for 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 October 1, 2022 and December 31, 2021, and the results of operations and comprehensive income for the three and nine months ended October 1, 2022 and October 2, 2021, the equity statements as of and for the three and nine months ended October 1, 2022 and October 2, 2021, and cash flows for the nine months ended October 1, 2022 and October 2, 2021. Our recently acquired subsidiary, CMC Materials, Inc., follows a monthly reporting calendar. The third quarter of 2022 for CMC Materials refers to the three months ended September 30, 2022, whereas the Company’s third quarter is October 1, 2022. The Company believes that use of the different fiscal periods for this entity has not had a material impact on the Company’s consolidated financial position, results of operations, or liquidity. All significant intercompany balances and transactions have been eliminated in consolidation. 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 Quarterly Report on 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 Annual Report on Form 10-K for the year ended December 31, 2021. The results of operations for the three and nine months ended October 1, 2022 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 and cash equivalents, restricted cash, 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 $5,427.4 million at October 1, 2022, compared to the carrying amount of long-term debt, including current maturities, of $5,847.5 million at October 1, 2022. Derivatives and Hedging The Company is exposed to various market risks, including risks associated with interest rates and foreign currency exchange rates. We enter into certain derivative transactions to mitigate the volatility associated with these exposures. We have policies in place that define acceptable instrument types we may enter into and we have established controls to limit our market risk exposure. We do not use derivative financial instruments for trading or speculative purposes. In addition, all derivatives, whether designated in hedging relationships or not, are recorded on the condensed consolidated balance sheets at fair value on a gross basis. Interest Rate Swaps The fair value of the interest rate swap is estimated using standard valuation models using market-based observable inputs over the contractual term, including one-month Secured Overnight Financing Rate (“SOFR”) based yield curves, among others. We consider the risk of nonperformance, including counterparty credit risk, in the calculation of the fair value. We have designated these swap agreements as cash flow hedges. As cash flow hedges, unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. Unrealized gains and losses are designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swaps and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of accumulated other comprehensive income (loss), while the ineffective portion is recorded as a component of Interest expense. Changes in the method by which we pay interest from one-month SOFR to another rate of interest could create ineffectiveness in the swaps, and result in amounts being reclassified from other comprehensive (loss) income into Net (loss) income. Hedge effectiveness is tested quarterly to determine if hedge treatment is appropriate. Realized gains and losses are recorded on the same financial statement line as the hedged item, which is Interest expense. Foreign Currency Contracts Not Designated as Hedges On a regular basis, we enter into forward foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting; therefore, the gains and losses resulting from the impact of currency exchange rate movements on our forward foreign exchange contracts are recognized as Other expense, net in the accompanying condensed consolidated statements of operations in the period in which the exchange rates change. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers ("Topic 606") rather than adjust them to fair value at the acquisition date. The Company adopted ASU No. 2021-08 on July 3, 2022, and there was no material effect on its condensed consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
Revenues [Abstract] | |
Contract with Customer, Asset and Liability | The following table provides information about current contract liabilities from contracts with customers. The contract liabilities are included in other accrued liabilities balance in the condensed consolidated balance sheet. (In thousands) October 1, 2022 October 2, 2021 Balance at beginning of period $ 23,050 $ 13,852 Revenue recognized that was included in the contract liability balance at the beginning of the period (26,444) (13,561) Increases due to cash received, excluding amounts recognized as revenue during the period 40,725 16,758 Additions due to acquisitions 11,108 — Balance at end of period $ 48,439 $ 17,049 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
CMC Materials | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable | The purchase price of CMC Materials consisted of the following: (In thousands): Cash paid to CMC Materials’ shareholders $ 3,836,983 Stock paid to CMC Materials’ shareholders 1,265,690 Repayment of CMC Materials’ indebtedness 918,578 Total purchase price 6,021,251 Less cash and cash equivalents acquired 280,636 Total purchase price, net of cash acquired $ 5,740,615 |
Schedule of Business Acquisitions, by Acquisition | 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 Merger: (In thousands): July 6, 2022 Cash and cash equivalents $ 280,636 Accounts receivable and other current assets 206,887 Inventory 256,598 Property, plant and equipment 534,363 Identifiable intangible assets 1,727,119 Other noncurrent assets 44,149 Current liabilities (213,089) Deferred tax liabilities and other noncurrent liabilities (448,550) Net assets acquired 2,388,113 Goodwill 3,633,138 Total purchase price $ 6,021,251 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information presents the combined results of operations of the Company as if the acquisition of CMC Materials had occurred as of the beginning of the years presented. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The pro forma information does not include any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition. Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Net sales $ 993,828 $ 889,268 $ 2,974,780 $ 2,568,665 Net (loss) income 62,255 51,062 223,030 (230,999) Per share amounts: Net (loss) income per common share - basic $ 0.42 $ 0.34 $ 1.50 $ (1.56) Net (loss) income per common share - diluted $ 0.42 $ 0.34 $ 1.44 $ (1.56) |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The fair value of the acquired intangible assets is provisional pending the Company’s review of the valuation report for those assets from a third-party valuation firm. The Company recognized the following provisional finite-lived intangible assets as part of the acquisition of CMC Materials and will be amortized on a straight-line basis: (In thousands) Amount Weighted Developed technology $ 1,005,300 6.4 Trademarks and trade names 234,400 14.9 Customer relationships 445,700 18.2 In-process research and development 30,100 Other 11,619 1.2 $ 1,727,119 10.7 |
Precision Microchemicals | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | During the quarter ended April 2, 2022, the Company finalized its fair value determination of the assets acquired and the liabilities assumed. The following table summarizes the final 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): November 30, 2021 As of April 2, 2022 Inventories, net $ 967 $ 967 Other current assets 19 19 Identifiable intangible assets 44,910 44,910 Right-of-use assets 1,912 1,912 Property, plant and equipment 1,002 1,002 Other noncurrent assets 18 18 Accounts payable and accrued liabilities (43) (30) Short-term lease liability (170) (170) Long-term lease liability (1,742) (1,742) Net assets acquired 46,873 46,886 Goodwill 42,819 42,824 Total purchase price, net of cash acquired $ 89,692 $ 89,710 |
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 the Precision Microchemicals business: (In thousands) Amount Weighted Developed technology $ 9,600 9.0 Trademarks and trade names 3,400 15.0 Customer relationships 31,800 15.5 Other 110 $ 44,910 14.1 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same amounts shown in the condensed consolidated statement of cash flows. (In thousands) October 1, 2022 December 31, 2021 Cash and cash equivalents $ 752,787 $ 402,565 Restricted cash 1,880 — Total cash, cash equivalents and restricted cash $ 754,667 $ 402,565 The restricted cash represents cash held in a “Rabbi” trust. Prior to the acquisition of CMC Materials, CMC Materials’ change in control severance protection agreements required CMC Materials to establish a Rabbi trust prior to a change in control and fully fund the trust to cover all the severance benefits that may become payable under the agreements. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: (In thousands) October 1, 2022 December 31, 2021 Raw materials $ 342,668 $ 191,986 Work-in-process 63,454 40,257 Finished goods 417,515 242,970 Total inventories, net $ 823,637 $ 475,213 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill activity for each of the Company’s reportable segments that carry goodwill, Specialty Chemicals and Engineered Materials (“SCEM”), Microcontamination Control (“MC”), Advanced Materials Handling (“AMH”), and Advanced Planarization Solutions (“APS”) for each was as follows: (In thousands) SCEM MC AMH APS Total December 31, 2021 $ 470,875 $ 248,725 $ 74,102 $ — $ 793,702 Addition due to acquisitions 275,771 — — 3,357,367 3,633,138 Purchase accounting adjustments 5 — — — 5 Goodwill reallocation (120,980) — — 120,980 — Foreign currency translation (1,863) (8,667) — (11,023) (21,553) October 1, 2022 $ 623,808 $ 240,058 $ 74,102 $ 3,467,324 $ 4,405,292 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Identifiable intangible assets at October 1, 2022 and December 31, 2021 consist of the following: October 1, 2022 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,298,717 $ 281,407 $ 1,017,310 Trademarks and trade names 267,718 25,680 242,038 Customer relationships 926,425 260,268 666,157 Other 62,006 17,782 44,224 $ 2,554,866 $ 585,137 $ 1,969,729 December 31, 2021 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 293,982 $ 232,722 $ 61,260 Trademarks and trade names 33,553 20,340 13,213 Customer relationships 481,674 227,350 254,324 Other 20,505 14,189 6,316 $ 829,714 $ 494,601 $ 335,113 |
Estimated Future Amortization Expense | Future amortization expense relating to intangible assets currently recorded in the Company’s condensed consolidated balance sheets is estimated to be the following at October 1, 2022: (In thousands) Remaining 2022 2023 2024 2025 2026 Thereafter Total Future amortization expense $ 65,728 258,598 239,039 232,754 230,526 943,084 $ 1,969,729 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt as of October 1, 2022 and December 31, 2021 consists of the following: (In thousands) October 1, 2022 December 31, 2021 Senior secured term loan facility due 2029 2,495,000 — Senior secured notes due 2029 1,600,000 — Senior unsecured notes due 2030 895,000 — Senior unsecured notes due 2029 400,000 400,000 Senior unsecured notes due 2028 400,000 400,000 Bridge credit facility due 2023 205,000 — Senior secured term loan facility due 2025 — 145,000 5,995,000 945,000 Unamortized discount and debt issuance costs 147,515 7,973 Total debt, net $ 5,847,485 $ 937,027 Less short-term debt, including current portion of long-term debt 219,787 — Total long-term debt, net $ 5,627,698 $ 937,027 |
Schedule of Maturities of Long-term Debt | Annual maturities of long-term debt, excluding unamortized discount and issuance costs, due as of October 1, 2022 are as follows: (In thousands) Remaining 2022 2023 2024 2025 2026 Thereafter Total Contractual debt obligation maturities* $ — 229,950 24,950 24,950 24,950 5,690,200 $ 5,995,000 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following table presents financial instruments, other than debt, that we measure at fair value on a recurring basis. There were no outstanding balances for these items at December 31, 2021. See Note 1 of this Report on Form 10-Q for a discussion of our debt. In instances where the inputs used to measure the fair value of an asset fall into more than one level of the hierarchy, we have classified it based on the lowest level input that is significant to the determination of the fair value. October 1, 2022 (In thousands): Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents $ 752,787 $ — $ — $ 752,787 Restricted cash 1,880 $ — $ — 1,880 Derivative financial instruments - Interest rate swap - cash flow hedge — 40,127 — 40,127 Total Assets $ 754,667 $ 40,127 $ — $ 794,794 Liabilities: Derivative financial instruments - Forward exchange contracts $ — $ 336 $ — $ 336 Total Liabilities $ — $ 336 $ — $ 336 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Open Forward Foreign Currency Contract | The Company enters into foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting. The Company recognizes the change in fair value of its foreign currency forward contracts in the condensed consolidated statement of operations. The notional amounts of our derivative instruments are as follows: (In thousands) October 1, 2022 December 31, 2021 Derivatives designated as hedging instruments: Interest rate swap contract - Cash flow hedge $ 1,950,000 $ — Derivatives not designated as hedging instruments: Foreign exchange contracts to purchase U.S. dollars $ 4,400 $ — Foreign exchange contracts to sell U.S. dollars 23,175 — |
Fair Value, by Balance Sheet Grouping | The fair values of our derivative instruments included in the condensed consolidated balance sheets are as follows: (In thousands) Derivative Assets Derivative Liabilities Condensed Consolidated Balance Sheet Location October 1, 2022 December 31, 2021 October 1, 2022 December 31, 2021 Derivatives designated as hedging instruments - Interest rate swap contract -cash flow hedge Other current assets $ 19,255 $ — $ — $ — Other assets - long-term 20,773 — — — Derivatives not designated as hedging instruments -Foreign exchange contracts Other current assets $ 99 $ — $ — $ — Other accrued liabilities — — 336 — |
Schedule of Other Operating Cost and Expense, by Component | The following table summarizes the effects of our derivative instruments on our condensed consolidated statements of operations: (In thousands) Three Months Ended Nine Months Ended Derivatives not designated as hedging instruments: Condensed Consolidated Statements of Operations Location October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Foreign exchange contracts Other expense, net $ 562 $ — $ 562 $ — |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table summarizes the effects of our derivative instruments on Accumulated Other Comprehensive Income: Three Months Ended Nine Months Ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Derivatives designated as hedging instruments: Interest rate swap contract - Cash flow hedge $ 30,743 $ — $ 30,743 $ — |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
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 share amounts used in the computation of basic and diluted earnings per common share: Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Basic—weighted common shares outstanding 148,570 135,583 140,045 135,383 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock — 1,048 847 1,173 Diluted—weighted common shares and common shares equivalent outstanding 148,570 136,631 140,892 136,556 |
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 October 1, 2022 and October 2, 2021: Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Shares excluded from calculations of diluted EPS 1,610 148 415 149 |
Other Expense (Income), net (Ta
Other Expense (Income), net (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
Other Income and Expenses [Abstract] | |
Other expense (income), net | Other expense, net for the three and nine months ended October 1, 2022 and October 2, 2021 consists of the following: Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Loss on foreign currency transactions $ 13,631 $ 1,919 $ 28,254 $ 6,281 Loss on extinguishment of debt and modification 2,235 — 2,235 23,338 Other, net (3,014) (2) (3,116) 188 Other expense, net $ 12,852 $ 1,917 $ 27,373 $ 29,807 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Oct. 01, 2022 | |
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 Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Net sales SCEM $ 224,192 $ 154,605 $ 569,380 $ 460,707 MC 280,550 225,877 821,320 660,497 AMH 210,405 186,200 632,602 507,243 APS 293,854 21,775 352,816 62,580 Inter-segment elimination (15,173) (8,964) (40,155) (27,338) Total net sales $ 993,828 $ 579,493 $ 2,335,963 $ 1,663,689 Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Segment profit SCEM $ 34,228 $ 33,552 $ 107,459 $ 98,760 MC 105,335 78,399 304,062 227,097 AMH 42,077 40,503 135,693 114,691 APS 18,903 7,539 40,241 21,832 Total segment profit $ 200,543 $ 159,993 $ 587,455 $ 462,380 |
Reconciliation of Total Segment Profit to Operating Income | The following table reconciles total segment profit to (loss) income before income tax (benefit) expense: Three months ended Nine months ended (In thousands) October 1, 2022 October 2, 2021 October 1, 2022 October 2, 2021 Total segment profit $ 200,543 $ 159,993 $ 587,455 $ 462,380 Less: Amortization of intangible assets 65,346 11,843 90,491 35,616 Unallocated general and administrative expenses 120,308 8,793 160,759 34,540 Operating income 14,889 139,357 336,205 392,224 Interest expense 84,150 9,395 129,027 31,744 Interest income (1,395) (56) (2,065) (181) Other expense, net 12,852 1,917 27,373 29,807 (Loss) income before income tax (benefit) expense $ (80,718) $ 128,101 $ 181,870 $ 330,854 |
Schedule of Revenue from External Customers, by Geographical Areas | In the following tables, revenue is disaggregated by customers’ country or region based on the ship to location of the customer for the three and nine months ended October 1, 2022 and October 2, 2021, respectively. Three months ended October 1, 2022 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 86,259 $ 42,716 $ 67,794 $ 69,618 $ (15,173) $ 251,214 Taiwan 29,462 70,536 38,712 43,604 — 182,314 China 26,805 58,398 28,717 53,040 — 166,960 South Korea 19,931 30,583 29,339 40,001 — 119,854 Japan 22,563 42,505 16,336 9,604 — 91,008 Europe 21,892 20,977 18,401 41,483 — 102,753 Southeast Asia 17,280 14,835 11,106 36,504 — 79,725 $ 224,192 $ 280,550 $ 210,405 $ 293,854 $ (15,173) $ 993,828 Three months ended October 2, 2021 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 47,636 $ 35,828 $ 60,350 $ 4,915 $ (8,964) $ 139,765 Taiwan 24,479 57,806 26,615 4,892 — 113,792 China 21,678 35,003 23,975 3,639 — 84,295 South Korea 18,319 24,763 28,487 5,336 — 76,905 Japan 20,735 42,440 13,701 904 — 77,780 Europe 11,952 17,583 26,041 1,299 — 56,875 Southeast Asia 9,806 12,454 7,031 790 — 30,081 $ 154,605 $ 225,877 $ 186,200 $ 21,775 $ (8,964) $ 579,493 Nine months ended October 1, 2022 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 191,394 $ 113,984 $ 205,414 $ 82,554 $ (40,155) $ 553,191 Taiwan 85,040 232,711 111,722 54,338 — 483,811 China 77,799 142,639 87,347 61,385 — 369,170 South Korea 56,793 93,718 89,367 52,382 — 292,260 Japan 65,659 137,103 44,701 11,202 — 258,665 Europe 46,499 60,670 65,976 45,986 — 219,131 Southeast Asia 46,196 40,495 28,075 44,969 — 159,735 $ 569,380 $ 821,320 $ 632,602 $ 352,816 $ (40,155) $ 2,335,963 Nine months ended October 2, 2021 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 142,994 $ 106,568 $ 161,792 $ 13,295 $ (27,338) $ 397,311 Taiwan 69,196 155,830 79,286 16,154 — 320,466 China 63,442 118,595 70,418 7,756 — 260,211 South Korea 58,266 83,725 73,769 15,627 — 231,387 Japan 66,258 114,654 37,875 2,520 — 221,307 Europe 32,025 44,562 63,171 4,276 — 144,034 Southeast Asia 28,526 36,563 20,932 2,952 — 88,973 $ 460,707 $ 660,497 $ 507,243 $ 62,580 $ (27,338) $ 1,663,689 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Additional details (Details) - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Long-term Debt, Fair Value | $ 5,427,400 | |
Long-term Debt | $ 5,847,485 | $ 937,027 |
Revenues Revenues - Significant
Revenues Revenues - Significant changes in contract liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 01, 2022 | Oct. 02, 2021 | |
Revenues [Abstract] | ||
Balance at beginning of period | $ 23,050 | $ 13,852 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | (26,444) | (13,561) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 40,725 | 16,758 |
Additions due to acquisitions | 11,108 | 0 |
Balance at end of period | $ 48,439 | $ 17,049 |
CMC Acquisition (Details)
CMC Acquisition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Jul. 06, 2022 | Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Net Sales | $ 993,828,000 | $ 579,493,000 | $ 2,335,963,000 | $ 1,663,689,000 | ||
Equity consideration on acquisition of CMC Materials Inc | 1,265,690,000 | 0 | ||||
Acquisition of businesses, net of cash acquired | 4,474,925,000 | 2,250,000 | ||||
Goodwill | 4,405,292,000 | 4,405,292,000 | $ 793,702,000 | |||
Business Acquisition, Pro Forma Revenue | 993,828,000 | 889,268,000 | 2,974,780,000 | 2,568,665,000 | ||
Business Acquisition, Pro Forma Net Income (Loss) | $ 62,255,000 | $ 51,062,000 | $ 223,030,000 | $ (230,999,000) | ||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0.42 | $ 0.34 | $ 1.50 | $ (1.56) | ||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.42 | $ 0.34 | $ 1.44 | $ (1.56) | ||
Long-term Debt, Gross | $ 5,995,000,000 | $ 5,995,000,000 | 945,000,000 | |||
Repayments of Long-term Debt | 145,000,000 | $ 0 | ||||
Charge for fair value mark-up of acquired inventory sold | $ 61,900,000 | 61,932,000 | 0 | |||
Income tax (benefit) expense | (7,015,000) | $ 10,640,000 | 30,377,000 | 39,947,000 | ||
Employee Benefits and Share-Based Compensation | 15,300,000 | |||||
Net Sales | 993,828,000 | $ 579,493,000 | 2,335,963,000 | $ 1,663,689,000 | ||
Secured Debt | ||||||
Business Acquisition [Line Items] | ||||||
Long-term Debt, Gross | 2,495,000,000 | 0 | 0 | 145,000,000 | ||
Senior secured Notes Due 2029 | ||||||
Business Acquisition [Line Items] | ||||||
Long-term Debt, Gross | 1,600,000,000 | 1,600,000,000 | 0 | |||
Bridge Loan | ||||||
Business Acquisition [Line Items] | ||||||
Bridge Loan | 275,000,000 | 205,000,000 | 205,000,000 | 0 | ||
Senior Unsecured Notes Due 2030 | ||||||
Business Acquisition [Line Items] | ||||||
Long-term Debt, Gross | $ 895,000,000 | $ 895,000,000 | $ 0 | |||
CMC Materials | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Share Price | $ 133 | $ 133 | ||||
Net Sales | $ 312,200,000 | $ 83,900,000 | ||||
Cash paid to CMC Materials’ shareholders | 3,836,983,000 | |||||
Equity consideration on acquisition of CMC Materials Inc | 1,265,690,000 | |||||
Acquisition of businesses, net of cash acquired | 5,740,615,000 | |||||
Payments for Deposits Applied to Debt Retirements | 918,578,000 | |||||
Cash Acquired from Acquisition | 280,636,000 | |||||
Cash and Cash Equivalents, Fair Value Disclosure | 280,636,000 | |||||
Trade accounts and notes receivable, net | 206,887,000 | |||||
Inventories, net | 256,598,000 | 256,600,000 | 256,600,000 | |||
Property, plant and equipment | 534,363,000 | 534,400,000 | 534,400,000 | |||
Identifiable intangible assets | 1,727,119,000 | 1,727,119,000 | 1,727,119,000 | |||
Other noncurrent assets | 44,149,000 | |||||
Current liabilities | (213,089,000) | |||||
Deferred tax liabilities and other noncurrent liabilities | (448,550,000) | |||||
Net assets acquired | 2,388,113,000 | |||||
Goodwill | 3,633,138,000 | 3,633,100,000 | 3,633,100,000 | |||
Total purchase price, net of cash acquired | $ 6,021,251,000 | 6,000,000,000 | 6,000,000,000 | |||
Business Combination, Acquisition Related Costs | 31,900,000 | $ 39,300,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years 8 months 12 days | |||||
Income tax (benefit) expense | $ 8,600,000 | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% | |||||
Employee Benefits and Share-Based Compensation | $ 1,000,000 | |||||
Business combination, acquisition and integration related costs | $ 86,300,000 | |||||
Net Sales | 312,200,000 | 83,900,000 | ||||
CMC Materials | Developed Technology | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | 1,005,300,000 | $ 1,005,300,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years 4 months 24 days | |||||
CMC Materials | Trademarks and Trade names | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | 234,400,000 | $ 234,400,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 10 months 24 days | |||||
CMC Materials | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | 445,700,000 | $ 445,700,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 2 months 12 days | |||||
CMC Materials | In Process Research and Development | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | 30,100,000 | $ 30,100,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ||||||
CMC Materials | Other Intangible Assets | ||||||
Business Acquisition [Line Items] | ||||||
Identifiable intangible assets | $ 11,619,000 | $ 11,619,000 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 2 months 12 days |
Precision Microchemicals Acquis
Precision Microchemicals Acquisition (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Nov. 30, 2021 | Jul. 02, 2022 | Oct. 01, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 4,405,292 | $ 793,702 | ||
Precision Microchemicals | ||||
Business Acquisition [Line Items] | ||||
Date of acquisition | Nov. 30, 2021 | |||
Inventories, net | $ 967 | $ 967 | ||
Other current assets | 19 | 19 | ||
Identifiable intangible assets | 44,910 | $ 44,910 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 1 month 6 days | |||
Right-of-use assets | 1,912 | $ 1,912 | ||
Property, plant and equipment | 1,002 | 1,002 | ||
Other noncurrent assets | 18 | 18 | ||
Accounts payable and accrued liabilities | (43) | (30) | ||
Short-term lease liability | (170) | (170) | ||
Long-term lease liability | (1,742) | (1,742) | ||
Net assets acquired | 46,873 | 46,886 | ||
Goodwill | 42,819 | 42,824 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 89,692 | 89,710 | ||
Precision Microchemicals | Other Intangible Assets | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | 110 | |||
Precision Microchemicals | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 9,600 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | |||
Precision Microchemicals | Trademarks and Trade names | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 3,400 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |||
Precision Microchemicals | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 31,800 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years 6 months |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 | Oct. 02, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 752,787 | $ 402,565 | ||
Restricted cash | 1,880 | 0 | ||
Cash and cash equivalents | $ 754,667 | $ 402,565 | $ 475,752 | $ 580,893 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 342,668 | $ 191,986 |
Work-in-process | 63,454 | 40,257 |
Finished goods | 417,515 | 242,970 |
Total inventories, net | $ 823,637 | $ 475,213 |
Goodwill Rollforward (Details)
Goodwill Rollforward (Details) $ in Thousands | 9 Months Ended |
Oct. 01, 2022 USD ($) | |
Goodwill [Line Items] | |
Goodwill - Beginning | $ 793,702 |
Addition due to acquisitions | 3,633,138 |
Purchase Accounting Adjustments | 5 |
Goodwill reallocation | 0 |
Foreign currency translation | (21,553) |
Goodwill - End | 4,405,292 |
Specialty Chemicals and Electronic Materials SCEM | |
Goodwill [Line Items] | |
Goodwill - Beginning | 470,875 |
Addition due to acquisitions | 275,771 |
Purchase Accounting Adjustments | 5 |
Goodwill reallocation | (120,980) |
Foreign currency translation | (1,863) |
Goodwill - End | 623,808 |
Microcontamination Control MC | |
Goodwill [Line Items] | |
Goodwill - Beginning | 248,725 |
Addition due to acquisitions | 0 |
Purchase Accounting Adjustments | 0 |
Goodwill reallocation | 0 |
Foreign currency translation | (8,667) |
Goodwill - End | 240,058 |
Advanced Materials Handling AMH | |
Goodwill [Line Items] | |
Goodwill - Beginning | 74,102 |
Addition due to acquisitions | 0 |
Purchase Accounting Adjustments | 0 |
Goodwill reallocation | 0 |
Foreign currency translation | 0 |
Goodwill - End | 74,102 |
Advanced Planarization Solutions | |
Goodwill [Line Items] | |
Goodwill - Beginning | 0 |
Addition due to acquisitions | 3,357,367 |
Purchase Accounting Adjustments | 0 |
Goodwill reallocation | 120,980 |
Foreign currency translation | (11,023) |
Goodwill - End | $ 3,467,324 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 2,554,866 | $ 829,714 |
Accumulated amortization | 585,137 | 494,601 |
Net carrying value | 1,969,729 | 335,113 |
Developed Technology | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 1,298,717 | 293,982 |
Accumulated amortization | 281,407 | 232,722 |
Net carrying value | 1,017,310 | 61,260 |
Trademarks and Trade names | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 267,718 | 33,553 |
Accumulated amortization | 25,680 | 20,340 |
Net carrying value | 242,038 | 13,213 |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 926,425 | 481,674 |
Accumulated amortization | 260,268 | 227,350 |
Net carrying value | 666,157 | 254,324 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 62,006 | 20,505 |
Accumulated amortization | 17,782 | 14,189 |
Net carrying value | $ 44,224 | $ 6,316 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2022 | $ 65,728 | |
2023 | 258,598 | |
2024 | 239,039 | |
2025 | 232,754 | |
2026 | 230,526 | |
Thereafter | 943,084 | |
Total | $ 1,969,729 | $ 335,113 |
Debt Summary Table (Details)
Debt Summary Table (Details) - USD ($) $ in Thousands | Oct. 01, 2022 | Jul. 06, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 5,995,000 | $ 945,000 | |
Unamortized discount and debt issuance costs | 147,515 | 7,973 | |
Long-term Debt | 5,847,485 | 937,027 | |
Short-term debt, including current portion of long-term debt | 219,787 | 0 | |
Long-term debt, excluding current maturities, net of unamortized discount and debt issuance costs of $147,515 and $7,973 | 5,627,698 | 937,027 | |
Secured debt due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 2,495,000 | 0 | |
Senior Unsecured Notes Due 2030 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 895,000 | 0 | |
Senior secured Notes Due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,600,000 | 0 | |
Senior Unsecured Notes Due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 400,000 | 400,000 | |
Senior unsecured notes due 2028 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 400,000 | 400,000 | |
Bridge Loan | |||
Debt Instrument [Line Items] | |||
Bridge Loan | 205,000 | $ 275,000 | 0 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 0 | $ 2,495,000 | $ 145,000 |
Debt Maturity (Details)
Debt Maturity (Details) - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Remaining 2022 | $ 0 | |
2023 | 229,950 | |
2024 | 24,950 | |
2025 | 24,950 | |
2026 | 24,950 | |
Thereafter | 5,690,200 | |
Long-term Debt, Gross | $ 5,995,000 | $ 945,000 |
CMC Materials Acquisition Finan
CMC Materials Acquisition Financing Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jul. 06, 2022 | Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 5,847,485 | $ 5,847,485 | $ 937,027 | |||
Long-term Debt, Gross | 5,995,000 | 5,995,000 | 945,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 575,000 | |||||
Line of Credit Facility, Expiration Date | Jul. 06, 2027 | |||||
ticking fee expense | 400 | 12,000 | ||||
Loss on extinguishment of debt and modification | (2,235) | $ 0 | (2,235) | $ (23,338) | ||
Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 2,495,000 | 0 | 0 | 145,000 | ||
Term Loan Rate | 3% | |||||
Debt Instrument, Description of Variable Rate Basis | 2.00 | |||||
Loss on extinguishment of debt and modification | 900 | |||||
Bridge Loan | ||||||
Debt Instrument [Line Items] | ||||||
Term Loan Rate | 4.55% | |||||
Bridge Loan | $ 275,000 | 205,000 | 205,000 | $ 0 | ||
Debt Instrument, Description of Variable Rate Basis | 3.55 | |||||
loan fee percent | 0.25% | |||||
Debt Issuance Costs, Net | $ 6,900 | $ 6,900 | ||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Term Loan Rate | 1.75% | |||||
Debt Instrument, Description of Variable Rate Basis | 0.75 | |||||
umreimbursed letter of credit percentage | 35% | |||||
Debt Instrument, Covenant Description | 5.20:1.00 | |||||
CMC Materials | Debt | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 3,100,000 |
2029 and 2030 Debt (Details)
2029 and 2030 Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 01, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 5,995,000 | $ 945,000 |
Debt Instrument, Covenant Compliance | The Company was in compliance with these covenants at October 1, 2022 | |
Event of default percentage | 25% | |
Senior secured Notes Due 2029 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,600,000 | 0 |
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |
Debt Issuance Costs, Net | $ 28,500 | |
Debt Instrument, Unamortized Discount | $ 7,600 | |
Debt Instrument, Redemption Price, Percentage | 100% | |
Redemption price, change of control | 101% | |
Senior secured Notes Due 2029 | equity offering | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 40% | |
Senior Unsecured Notes Due 2030 | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 895,000 | $ 0 |
Debt Instrument, Interest Rate, Stated Percentage | 5.95% | |
Debt Issuance Costs, Net | $ 24,100 | |
Debt Instrument, Unamortized Discount | $ 16,700 |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures-Fair Value Levels (Details) - USD ($) $ in Thousands | Oct. 01, 2022 | Dec. 31, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total Assets | $ 10,133,404 | $ 3,191,896 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 752,787 | |
Restricted cash | 1,880 | |
Derivative financial instruments - Interest rate swap - cash flow hedge | 0 | |
Total Assets | 754,667 | |
Derivative financial instruments - Forward exchange contracts | 0 | |
Total Liabilities | 0 | |
Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | |
Restricted cash | 0 | |
Derivative financial instruments - Interest rate swap - cash flow hedge | 40,127 | |
Total Assets | 40,127 | |
Derivative financial instruments - Forward exchange contracts | 336 | |
Total Liabilities | 336 | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | |
Restricted cash | 0 | |
Derivative financial instruments - Interest rate swap - cash flow hedge | 0 | |
Total Assets | 0 | |
Derivative financial instruments - Forward exchange contracts | 0 | |
Fair Value, Inputs, Level 1, Level 2, and Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 752,787 | |
Restricted cash | 1,880 | |
Derivative financial instruments - Interest rate swap - cash flow hedge | 40,127 | |
Total Assets | 794,794 | |
Derivative financial instruments - Forward exchange contracts | $ 336 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative, Notional Amount | $ 1,950,000 | $ 1,950,000 | $ 0 | ||
Derivative [Line Items] | |||||
Derivative, Notional Amount | 1,950,000 | 1,950,000 | 0 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 30,743 | $ 0 | 30,743 | $ 0 | |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | 19,300 | ||||
Not Designated as Hedging Instrument | Foreign Exchange Contract | |||||
Derivative [Line Items] | |||||
Derivative, Gain (Loss) on Derivative, Net | 562 | $ 0 | 562 | $ 0 | |
Not Designated as Hedging Instrument | Foreign Exchange Contract | Other Current Assets | |||||
Derivative [Line Items] | |||||
Derivative Assets (Liabilities), at Fair Value, Net | 99 | 99 | 0 | ||
Total Liabilities | 0 | 0 | 0 | ||
Not Designated as Hedging Instrument | Foreign Exchange Contract | Accrued Liabilities | |||||
Derivative [Line Items] | |||||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 | 0 | ||
Total Liabilities | 336 | 336 | 0 | ||
Not Designated as Hedging Instrument | Long | Foreign Exchange Contract | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative, Notional Amount | 4,400 | 4,400 | 0 | ||
Derivative [Line Items] | |||||
Derivative, Notional Amount | 4,400 | 4,400 | 0 | ||
Not Designated as Hedging Instrument | Short | Foreign Exchange Contract | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Derivative, Notional Amount | 23,175 | 23,175 | 0 | ||
Derivative [Line Items] | |||||
Derivative, Notional Amount | 23,175 | 23,175 | 0 | ||
Designated as Hedging Instrument | Interest Rate Swap | Other Current Assets | |||||
Derivative [Line Items] | |||||
Derivative Assets (Liabilities), at Fair Value, Net | 19,255 | 19,255 | 0 | ||
Total Liabilities | 0 | 0 | 0 | ||
Designated as Hedging Instrument | Interest Rate Swap | Other Noncurrent Assets | |||||
Derivative [Line Items] | |||||
Derivative Assets (Liabilities), at Fair Value, Net | 20,773 | 20,773 | 0 | ||
Total Liabilities | $ 0 | $ 0 | $ 0 |
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 | 9 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Weighted shares outstanding: | ||||
Basic-weighted common shares outstanding | 148,570 | 135,583 | 140,045 | 135,383 |
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 0 | 1,048 | 847 | 1,173 |
Diluted-weighted common shares and common shares equivalent outstanding | 148,570 | 136,631 | 140,892 | 136,556 |
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 | 9 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Earnings Per Share [Abstract] | ||||
Shares excluded from calculations of diluted EPS | 1,610 | 148 | 415 | 149 |
Compensation Related Costs, S_2
Compensation Related Costs, Share Based Payments (Details) $ in Thousands | 9 Months Ended |
Oct. 01, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Employee Benefits and Share-Based Compensation | $ 15,300 |
share based compensation modification amount | $ 6,200 |
Other Expense (Income), Net (De
Other Expense (Income), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Other Income and Expenses [Abstract] | ||||
Loss on foreign currency transactions | $ 13,631 | $ 1,919 | $ 28,254 | $ 6,281 |
Loss on extinguishment of debt and modification | 2,235 | 0 | 2,235 | 23,338 |
Other, net | (3,014) | (2) | (3,116) | 188 |
Other expense, net | $ 12,852 | $ 1,917 | $ 27,373 | $ 29,807 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 993,828 | $ 579,493 | $ 2,335,963 | $ 1,663,689 |
Total Segment Profit | 200,543 | 159,993 | 587,455 | 462,380 |
Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 224,192 | 154,605 | 569,380 | 460,707 |
Total Segment Profit | 34,228 | 33,552 | 107,459 | 98,760 |
Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 280,550 | 225,877 | 821,320 | 660,497 |
Total Segment Profit | 105,335 | 78,399 | 304,062 | 227,097 |
Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 210,405 | 186,200 | 632,602 | 507,243 |
Total Segment Profit | 42,077 | 40,503 | 135,693 | 114,691 |
Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 293,854 | 21,775 | 352,816 | 62,580 |
Total Segment Profit | 18,903 | 7,539 | 40,241 | 21,832 |
intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ (15,173) | $ (8,964) | $ (40,155) | $ (27,338) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Total Segment Profit to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Segment Reporting [Abstract] | ||||
Total Segment Profit | $ 200,543 | $ 159,993 | $ 587,455 | $ 462,380 |
Amortization | 65,346 | 11,843 | 90,491 | 35,616 |
Unallocated general and administrative expenses | 120,308 | 8,793 | 160,759 | 34,540 |
Operating income | 14,889 | 139,357 | 336,205 | 392,224 |
Interest expense | 84,150 | 9,395 | 129,027 | 31,744 |
Interest income | (1,395) | (56) | (2,065) | (181) |
Other expense, net | 12,852 | 1,917 | 27,373 | 29,807 |
(Loss) income before income tax (benefit) expense | $ (80,718) | $ 128,101 | $ 181,870 | $ 330,854 |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Financial Information by Reportable Segment and Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 01, 2022 | Oct. 02, 2021 | Oct. 01, 2022 | Oct. 02, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 993,828 | $ 579,493 | $ 2,335,963 | $ 1,663,689 |
Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 224,192 | 154,605 | 569,380 | 460,707 |
Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 280,550 | 225,877 | 821,320 | 660,497 |
Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 210,405 | 186,200 | 632,602 | 507,243 |
Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 293,854 | 21,775 | 352,816 | 62,580 |
intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | (15,173) | (8,964) | (40,155) | (27,338) |
North America | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 251,214 | 139,765 | 553,191 | 397,311 |
North America | Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 86,259 | 47,636 | 191,394 | 142,994 |
North America | Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 42,716 | 35,828 | 113,984 | 106,568 |
North America | Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 67,794 | 60,350 | 205,414 | 161,792 |
North America | Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 69,618 | 4,915 | 82,554 | 13,295 |
North America | intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | (15,173) | (8,964) | (40,155) | (27,338) |
Taiwan | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 182,314 | 113,792 | 483,811 | 320,466 |
Taiwan | Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 29,462 | 24,479 | 85,040 | 69,196 |
Taiwan | Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 70,536 | 57,806 | 232,711 | 155,830 |
Taiwan | Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 38,712 | 26,615 | 111,722 | 79,286 |
Taiwan | Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 43,604 | 4,892 | 54,338 | 16,154 |
Taiwan | intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
China | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 166,960 | 84,295 | 369,170 | 260,211 |
China | Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 26,805 | 21,678 | 77,799 | 63,442 |
China | Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 58,398 | 35,003 | 142,639 | 118,595 |
China | Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 28,717 | 23,975 | 87,347 | 70,418 |
China | Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 53,040 | 3,639 | 61,385 | 7,756 |
China | intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
South Korea | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 119,854 | 76,905 | 292,260 | 231,387 |
South Korea | Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 19,931 | 18,319 | 56,793 | 58,266 |
South Korea | Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 30,583 | 24,763 | 93,718 | 83,725 |
South Korea | Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 29,339 | 28,487 | 89,367 | 73,769 |
South Korea | Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 40,001 | 5,336 | 52,382 | 15,627 |
South Korea | intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
Japan | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 91,008 | 77,780 | 258,665 | 221,307 |
Japan | Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 22,563 | 20,735 | 65,659 | 66,258 |
Japan | Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 42,505 | 42,440 | 137,103 | 114,654 |
Japan | Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 16,336 | 13,701 | 44,701 | 37,875 |
Japan | Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 9,604 | 904 | 11,202 | 2,520 |
Japan | intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 102,753 | 56,875 | 219,131 | 144,034 |
Europe | Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 21,892 | 11,952 | 46,499 | 32,025 |
Europe | Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 20,977 | 17,583 | 60,670 | 44,562 |
Europe | Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 18,401 | 26,041 | 65,976 | 63,171 |
Europe | Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 41,483 | 1,299 | 45,986 | 4,276 |
Europe | intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
Southeast Asia | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 79,725 | 30,081 | 159,735 | 88,973 |
Southeast Asia | Specialty Chemicals and Electronic Materials SCEM | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 17,280 | 9,806 | 46,196 | 28,526 |
Southeast Asia | Microcontamination Control MC | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 14,835 | 12,454 | 40,495 | 36,563 |
Southeast Asia | Advanced Materials Handling AMH | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 11,106 | 7,031 | 28,075 | 20,932 |
Southeast Asia | Advanced Planarization Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | 36,504 | 790 | 44,969 | 2,952 |
Southeast Asia | intersegment elimination | ||||
Segment Reporting Information [Line Items] | ||||
Net Sales | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Oct. 11, 2022 USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Proceeds from Divestiture of Businesses | $ 240,000 |