Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 13, 2023 | Jul. 02, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-32598 | ||
Document Transition Report | false | ||
Entity Registrant Name | Entegris, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 41-1941551 | ||
Entity Address, Address Line One | 129 Concord Road | ||
Entity Address, City or Town | Billerica | ||
Entity Address, State or Province | MA | ||
Entity Address, Postal Zip Code | 01821 | ||
City Area Code | 978 | ||
Local Phone Number | 436-6500 | ||
Title of 12(b) Security | Common Stock, $0.01 Par Value | ||
Trading Symbol | ENTG | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,345,493,438 | ||
Entity Common Stock, Shares Outstanding | 149,381,222 | ||
Entity Central Index Key | 0001101302 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Auditor Location | Minneapolis, Minnesota | ||
Auditor Name | KPMG LLP | ||
Amendment Flag | false | ||
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 561,559 | $ 402,565 |
Restricted cash | 1,880 | 0 |
Trade accounts and notes receivable, net | 535,485 | 347,413 |
Inventories, net | 812,815 | 475,213 |
Deferred tax charges and refundable income taxes | 47,618 | 35,312 |
Assets held-for-sale | 246,531 | 0 |
Other current assets | 129,297 | 52,867 |
Total current assets | 2,335,185 | 1,313,370 |
Property, plant and equipment, net | 1,393,337 | 654,098 |
Other assets: | ||
Right-of-use assets | 94,940 | 66,563 |
Goodwill | 4,408,331 | 793,702 |
Intangible assets, net | 1,841,955 | 335,113 |
Deferred tax assets and other noncurrent tax assets | 28,867 | 17,671 |
Other noncurrent assets | 36,242 | 11,379 |
Total assets | 10,138,857 | 3,191,896 |
Current liabilities: | ||
Short-term debt, including current portion of long-term debt | 151,965 | 0 |
Accounts payable | 172,488 | 130,734 |
Accrued payroll and related benefits | 142,340 | 108,818 |
Accrued interest payable | 25,571 | 6,073 |
Liabilities held-for-sale | 10,637 | 0 |
Other accrued liabilities | 160,873 | 84,240 |
Income taxes payable | 98,057 | 49,136 |
Total current liabilities | 761,931 | 379,001 |
Long-term debt, excluding current maturities | 5,632,928 | 937,027 |
Pension benefit obligations and other liabilities | 54,090 | 37,816 |
Deferred tax liabilities and other noncurrent tax liabilities | 391,192 | 64,170 |
Long-term lease liabilities | 80,716 | 60,101 |
Equity: | ||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of December 31, 2022 and December 31, 2021 | 0 | 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of December 31, 2022: 149,339,486 and 149,137,086, respectively; issued and outstanding shares as of December 31, 2021: 135,719,366 and 135,516,966, respectively | 1,493 | 1,357 |
Treasury stock, common, at cost: 202,400 shares held as of December 31, 2022 and December 31, 2021 | (7,112) | (7,112) |
Additional paid-in capital | 2,205,325 | 879,845 |
Retained earnings | 1,031,391 | 879,776 |
Accumulated other comprehensive loss | (13,097) | (40,085) |
Total equity | 3,218,000 | 1,713,781 |
Total liabilities and equity | $ 10,138,857 | $ 3,191,896 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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 | 149,339,486 | 135,719,366 |
Common stock, shares outstanding | 149,137,086 | 135,516,966 |
Treasury Stock, Shares | 202,400 | 202,400 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net sales | $ 3,282,033 | $ 2,298,893 | $ 1,859,313 |
Cost of sales | 1,885,620 | 1,239,229 | 1,009,591 |
Gross profit | 1,396,413 | 1,059,664 | 849,722 |
Selling, general and administrative expenses | 543,485 | 292,408 | 265,128 |
Engineering, research and development expenses | 228,994 | 167,632 | 136,057 |
Amortization | 143,953 | 47,856 | 53,092 |
Operating income | 479,981 | 551,768 | 395,445 |
Interest expense | 212,669 | 41,240 | 48,600 |
Interest income | (3,694) | (243) | (786) |
Other expense (income), net | 23,926 | 31,695 | (6,656) |
Income before income tax expense | 247,080 | 479,076 | 354,287 |
Income tax expense | 38,160 | 69,950 | 59,318 |
Net income | $ 208,920 | $ 409,126 | $ 294,969 |
Earnings Per Share: | |||
Basic net income per common share | $ 1.47 | $ 3.02 | $ 2.19 |
Diluted net income per common share | $ 1.46 | $ 3 | $ 2.16 |
Weighted average shares outstanding | |||
Basic | 142,294 | 135,411 | 134,837 |
Diluted | 143,146 | 136,574 | 136,266 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income | $ 208,920 | $ 409,126 | $ 294,969 |
Other comprehensive income (loss), net of tax | |||
Foreign currency translation adjustments | (10,220) | (2,275) | (120) |
Pension liability adjustments | 1,139 | (382) | (49) |
Interest rate swap - cash flow hedge, net of tax expense of $10,520 | 36,069 | 0 | 0 |
Other comprehensive income (loss) | 26,988 | (2,657) | (169) |
Comprehensive income | $ 235,908 | $ 406,469 | $ 294,800 |
Consolidated Statements Of Co_2
Consolidated Statements Of Comprehensive Income Paranthetical $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Net income | $ 208,920 |
Other Comprehensive Income (Loss), Tax | 10,520 |
Retained earnings (deficit) | |
Net income | $ 208,920 |
Consolidated Statements Of Equi
Consolidated Statements Of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Treasury Stock, Common | Additional paid-in capital | Retained earnings (deficit) | Foreign currency translation adjustments | Defined benefit pension adjustments | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent [Member] |
Balance | $ 1,165,889 | $ 1,349 | $ (7,112) | $ 842,784 | $ 366,127 | $ (36,468) | $ (791) | $ 0 |
Balance (in shares) at Dec. 31, 2019 | 134,930 | 202 | ||||||
Shares issued under stock plans (in shares) | 997 | |||||||
Shares issued under stock plans | (16,062) | $ 10 | $ 0 | (16,072) | 0 | 0 | 0 | 0 |
Share-based compensation expense | 22,920 | $ 0 | 0 | 22,920 | 0 | 0 | 0 | 0 |
Repurchase and retirement of common stock (in shares) | (778) | |||||||
Repurchase and retirement of common stock | (44,563) | $ (8) | 0 | (4,820) | (39,735) | 0 | 0 | 0 |
Dividends, Common Stock, Cash | (43,490) | 0 | 0 | 38 | (43,528) | 0 | 0 | 0 |
Pension liability adjustment | (49) | 0 | 0 | 0 | 0 | 0 | (49) | 0 |
Foreign currency translation | (120) | 0 | 0 | 0 | 0 | (120) | 0 | 0 |
Net income | 294,969 | $ 0 | $ 0 | 0 | 294,969 | 0 | 0 | 0 |
Balance (in shares) at Dec. 31, 2020 | 135,149 | 202 | ||||||
Balance | 1,379,494 | $ 1,351 | $ (7,112) | 844,850 | 577,833 | (36,588) | (840) | 0 |
Shares issued under stock plans (in shares) | 1,133 | |||||||
Shares issued under stock plans | 8,654 | $ 11 | 0 | 8,643 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 29,884 | $ 0 | 0 | 29,884 | 0 | 0 | 0 | 0 |
Repurchase and retirement of common stock (in shares) | (563) | |||||||
Repurchase and retirement of common stock | (67,109) | $ (5) | 0 | (3,547) | (63,557) | 0 | 0 | 0 |
Dividends, Common Stock, Cash | (43,611) | 0 | 0 | 15 | (43,626) | 0 | 0 | 0 |
Pension liability adjustment | (382) | 0 | 0 | 0 | 0 | 0 | (382) | 0 |
Foreign currency translation | (2,275) | 0 | 0 | 0 | 0 | (2,275) | 0 | 0 |
Net income | 409,126 | $ 0 | $ 0 | 0 | 409,126 | 0 | 0 | 0 |
Balance (in shares) at Dec. 31, 2021 | 135,719 | 202 | ||||||
Balance | 1,713,781 | $ 1,357 | $ (7,112) | 879,845 | 879,776 | (38,863) | (1,222) | 0 |
Shares issued under stock plans (in shares) | 692 | |||||||
Shares issued under stock plans | (6,652) | $ 7 | 0 | (6,659) | 0 | 0 | 0 | 0 |
Share-based compensation expense | 66,578 | 0 | 0 | 66,578 | 0 | 0 | 0 | 0 |
Repurchase and retirement of common stock | 0 | |||||||
Issuance of common stock in connection with CMC Materials acquisition | 1,265,690 | $ 129 | 0 | 1,265,561 | 0 | 0 | 0 | 0 |
Issuance of common stock in connection with CMC Materials acquisition | 12,928 | |||||||
Dividends, Common Stock, Cash | (57,305) | $ 0 | 0 | 0 | (57,305) | 0 | 0 | |
Interest Rate Swap - Cash flow hedge | 36,069 | 0 | 0 | 0 | 0 | 0 | 0 | 36,069 |
Pension liability adjustment | 1,139 | 0 | 0 | 0 | 0 | 0 | 1,139 | 0 |
Foreign currency translation | (10,220) | 0 | 0 | 0 | 0 | (10,220) | 0 | 0 |
Net income | 208,920 | $ 0 | $ 0 | 0 | 208,920 | 0 | 0 | 0 |
Balance (in shares) at Dec. 31, 2022 | 149,339 | 202 | ||||||
Balance | $ 3,218,000 | $ 1,493 | $ (7,112) | $ 2,205,325 | $ 1,031,391 | $ (49,083) | $ (83) | $ 36,069 |
Consolidated Statements Of Eq_2
Consolidated Statements Of Equity Consolidated Statement of Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Common Stock, Dividends, Per Share, Declared | $ 0.40 | $ 0.32 | $ 0.32 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net income | $ 208,920 | $ 409,126 | $ 294,969 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 135,371 | 90,311 | 83,430 |
Amortization | 143,953 | 47,856 | 53,092 |
Share-based compensation expense | 66,577 | 29,884 | 22,920 |
Charge for fair value mark-up of acquired inventory sold | 61,932 | 428 | 590 |
Provision for deferred income taxes | (102,744) | (18,433) | (7,250) |
Charge for excess and obsolete inventory | 28,896 | 17,103 | 15,387 |
Loss on extinguishment of debt and modification | 3,287 | 23,338 | 2,378 |
Other | 44,458 | (2,428) | 500 |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Trade accounts receivable and notes receivable | (59,643) | (86,766) | (27,461) |
Inventories | (203,335) | (168,372) | (50,772) |
Accounts payable and other accrued liabilities | 4,519 | 53,577 | 40,162 |
Other current assets | (13,641) | 2,870 | (11,952) |
Income taxes payable and refundable income taxes | 21,751 | (3,292) | 28,490 |
Other | 11,982 | 5,252 | 2,191 |
Net cash provided by operating activities | 352,283 | 400,454 | 446,674 |
Investing activities: | |||
Acquisition of property and equipment | (466,192) | (210,626) | (131,752) |
Acquisition of business, net of cash acquired | (4,474,925) | (91,942) | (111,912) |
Other | (4,592) | 4,450 | 338 |
Net cash used in investing activities | (4,945,709) | (298,118) | (243,326) |
Financing activities: | |||
Proceeds from revolving credit facility and short-term debt | 476,000 | 101,000 | 217,000 |
Payments of revolving credit facility and short-term debt | (341,000) | (101,000) | (217,000) |
Proceeds from long-term debt | 4,940,753 | 400,000 | 400,000 |
Payments of long-term debt | (145,000) | (550,000) | (251,000) |
Payments for debt issuance costs | (99,488) | (5,069) | (3,964) |
Payments for debt extinguishment costs | 0 | (19,080) | 0 |
Payments for dividends | (57,309) | (43,545) | (43,245) |
Issuance of common stock from employee stock plans | 16,168 | 24,744 | 8,738 |
Taxes paid related to net share settlement of equity awards | (22,820) | (16,090) | (24,800) |
Repurchase and retirement of common stock | 0 | (67,109) | (44,563) |
Deferred acquisition payment | 0 | 0 | (16,125) |
Other | (1,101) | (348) | (2,892) |
Net cash provided by (used in) financing activities | 4,766,203 | (276,497) | 22,149 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (11,903) | (4,167) | 3,485 |
Increase (decrease) in cash, cash equivalents and restricted cash | 160,874 | (178,328) | 228,982 |
Cash, cash equivalents and restricted cash at beginning of year | 402,565 | 580,893 | 351,911 |
Cash, cash equivalents and restricted cash at end of year | 563,439 | 402,565 | 580,893 |
Supplemental Cash Flow Information | |||
Equity consideration on acquisition of CMC Materials, Inc. | 1,265,690 | 0 | 0 |
Deferred acquisition payments, net | 0 | 250 | 1,482 |
Equipment purchases in accounts payable | 28,295 | 29,042 | 11,921 |
Dividends payable | 654 | 658 | 593 |
Schedule of interest and income taxes paid: | |||
Interest paid | 164,183 | 46,791 | 42,575 |
Income taxes, net of refunds received | $ 113,666 | $ 88,059 | $ 37,228 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Entegris, Inc. (“Entegris”, “the Company”, “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 consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Our recently acquired subsidiary, CMC Materials, Inc., follows a monthly reporting calendar and the Company follows a 5-4-4 week reporting calendar. CMC Materials, Inc.’s and the Company’s fourth quarter ends December 31, 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 cash flows. Intercompany profits, transactions and balances have been eliminated in consolidation. Use of Estimates and Basis of Presentation The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, Entegris evaluates its estimates, including those related to receivables, inventories, property, plant and equipment, goodwill, intangible assets, accrued liabilities, income taxes and share-based compensation, among others. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid debt securities with original maturities of three months or less, which are valued at cost and approximate fair value. Allowance for Credit Losses An allowance for uncollectible trade receivables is estimated based on a combination of write-off history, aging analysis and any specific, known troubled accounts. The Company maintains an allowance for credit losses that management believes is adequate to cover expected losses on trade receivables. Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out (FIFO) method. Leases The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets include operating leases. Lease liabilities for operating leases are classified in “Other accrued liabilities” and “Long-term lease liabilities” in our consolidated balance sheet. We do not have material finance leases. Operating assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU assets include prepaid lease payments and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease and non-lease components are generally accounted for separately for real estate leases. For non-real estate leases, we account for the lease and non-lease components as a single lease component. Property, Plant and Equipment Property, plant and equipment are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. When assets are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts, and gains or losses are recognized in the same period. Maintenance and repairs are expensed as incurred, while significant additions and improvements are capitalized. Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable based on estimated future undiscounted cash flows. The amount of impairment, if any, is measured as the difference between the net book value and the estimated fair value of the asset(s). Fair Value of Financial Instruments The carrying value of cash equivalents, accounts receivable, accounts payable, accrued payroll and related benefits, and other accrued liabilities approximates fair value due to the short maturity of those instruments. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three-level hierarchy for disclosure is based on the extent and level of judgment used to estimate fair value. Level 1 inputs consist of valuations based on quoted market prices in active markets for identical assets or liabilities. Level 2 inputs consist of valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in an inactive market, or other observable inputs. Level 3 inputs consist of valuations based on unobservable inputs that are supported by little or no market activity. Goodwill and Intangible Assets Goodwill represents the excess of acquisition costs over the fair value of the net assets of businesses acquired. Goodwill is not subject to amortization, but is tested for impairment annually at August 31, the Company’s annual testing date, and whenever events or changes in circumstances indicate that impairment may have occurred. The Company compares the carrying value of its reporting units, including goodwill, to their fair value. For reporting units in which the assessment indicates that it is more likely than not that the fair value is more than its carrying value, goodwill is not considered impaired. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. Based on its annual analysis, the Company determined there was no indication of impairment of goodwill and the estimated fair value of each reporting unit exceeded its carrying value. Amortizable intangible assets include, among other items, patented, unpatented and other developed technology and customer-based intangibles, and are amortized using the straight-line method over their respective estimated useful lives. The Company reviews intangible assets and other long-lived assets for impairment if changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable. Derivative Financial Instruments 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 consolidated balance sheets at fair value on a gross basis. Interest Rate Swap 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 this swap agreement as a cash flow hedge. As a cash flow hedge, 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 swap and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of accumulated other comprehensive 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 swap, and result in amounts being reclassified from other comprehensive income (loss) into net 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 periodic 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 (income), net in the accompanying consolidated statements of operations in the period in which the exchange rates change. Foreign Currency Translation Assets and liabilities of certain foreign subsidiaries are translated from foreign currencies into U.S. dollars at period-end exchange rates, and the resulting gains and losses arising from translation of net assets located outside the U.S. are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive loss in the consolidated balance sheets. Income statement amounts are translated at the average exchange rates for the year. Translation adjustments are not adjusted for income taxes, as substantially all translation adjustments relate to permanent investments in non-U.S. subsidiaries. Gains and losses resulting from foreign currency transactions are included in Other expense (income), net, in the Company’s consolidated statements of operations. Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. When the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. Such deferred revenue typically results from advance payments received on sales of the Company’s products. The Company makes the required disclosures with respect to deferred revenue in Note 2 to the consolidated financial statements. The Company does not disclose information about remaining performance obligations that have original expected durations of one year or less. The following is a description of principal activities from which the Company generates its revenues. The Company has four reportable segments. For more detailed information about reportable segments, see Note 20 to the consolidated financial statements. For each of the four reportable segments, the recognition of revenue regarding the nature of goods and services provided by the segments are similar and described below. The Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment or delivery, depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligations. All material revenue is being recognized at a point in time. The Company generally recognizes revenue for sales of services when the Company has satisfied the performance obligation. The payment terms and revenue recognized are based on time and materials. The Company also enters into arrangements to license its intellectual property. These arrangements typically permit the customer to use a specialized manufacturing process and in return the Company receives a royalty fee. The Company recognizes revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property when the subsequent sale or usage occurs. The Company offers certain customers cash discounts and volume rebates as sales incentives. The discounts and volume rebates are recorded as a reduction in sales at the time revenue is recognized in an amount estimated based on historical experience and contractual obligations. The Company periodically reviews the assumptions underlying its estimates of discounts and volume rebates and adjusts its revenues accordingly. In addition, the Company offers free product rebates to certain customers. The Company utilizes an adjusted market approach to estimate the stand-alone selling price of the loyalty program and allocates a portion of the consideration received to the free product offering. The free product offering is redeemable upon future purchases of the Company’s products. The amount associated with free product rebates is recorded as deferred revenue on the balance sheet and is recognized as revenue when the free product is redeemed or when the likelihood of redemption is remote. The Company has deemed that the amount is immaterial for disclosure. The Company provides for the estimated costs of fulfilling its obligations under product warranties at the time the related revenue is recognized. The Company estimates the costs based on historical failure rates, projected repair costs, and knowledge of specific product failures (if any). The specific warranty terms and conditions vary depending upon the product sold and the country in which we do business, but generally include parts and labor over a period generally ranging from 90 days to one year. The Company regularly reevaluates its estimates to assess the adequacy of the recorded warranty liabilities and adjusts the amounts as necessary. The Company’s contracts are generally short-term in nature. Most contracts do not exceed twelve months. Payment terms vary by the type and location of the Company’s customers and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Those customers that prepay are represented by the contract liabilities until the performance obligations are satisfied. Engineering, Research and Development Expenses Engineering, research and development expenses are expensed as incurred. Share-based Compensation The Company measures the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. Share-based compensation expense is recognized using the straight-line attribution method to recognize share-based compensation over the service period of the award, with adjustments recorded for forfeitures as they occur. Awards issued to employees who are retirement eligible or nearing retirement eligibility are expensed on an accelerated basis. Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that the Company would not be able to realize all or part of its deferred tax assets. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income before taxes. Penalties and interest to be paid or received are recorded in other expense (income), net, in the statement of operations. Comprehensive Income Comprehensive income represents the change in equity resulting from items other than shareholder investments and distributions. The Company’s foreign currency translation adjustments, unrealized gains and losses on available-for-sale investments, interest rate swap - cash flow hedge and minimum pension liability adjustments are included in accumulated other comprehensive loss. Comprehensive income and the components of accumulated other comprehensive loss are presented in the accompanying consolidated statements of comprehensive income and consolidated statements of equity. Recent Accounting Pronouncements Adopted in 2022 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 adopted prospectively, and there was no material effect on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The Company adopted the ASU 2021-10 in the fourth quarter of 2022 and applied prospectively. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. Recent Accounting Pronouncements Yet to be Adopted |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [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 consolidated balance sheet. (In thousands) 2022 2021 Balance at beginning of year $ 23,050 $ 13,852 Additions due to acquisition 11,108 — Revenue recognized that was included in the contract liability balance at the beginning of the period (30,667) (13,819) Increases due to cash received, excluding amounts recognized as revenue during the period 57,490 23,017 Contract liabilities included in asset held-for-sale (505) — Balance at end of year $ 60,476 $ 23,050 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 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 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 $39.5 million associated with the acquisition of CMC Materials, consisting primarily of professional and consulting fees, were expensed as incurred in the twelve months ended December 31, 2022, respectively. These costs are classified as selling, general and administrative expense in the Company's 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 twelve months ended December 31, 2022 a re $581.0 million and $75.8 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 10 to the Company’s 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 as originally reported and as of December 31, 2022: (In thousands) As of July 6, 2022 As of December 31, 2022 Cash and cash equivalents $ 280,636 $ 280,636 Accounts receivable and other current assets 206,887 205,395 Inventory 256,598 256,598 Property, plant and equipment 534,363 537,386 Identifiable intangible assets 1,727,119 1,729,019 Other noncurrent assets 44,149 39,741 Current liabilities (213,089) (211,046) Deferred tax liabilities and other noncurrent liabilities (448,550) (444,935) Net assets acquired 2,388,113 2,392,794 Goodwill 3,633,138 3,628,457 Total purchase price $ 6,021,251 $ 6,021,251 The fair value of acquired inventories was $256.6 million 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. This amount was recorded as an incremental cost of sales charge, amortized over the expected turn of the acquired inventory, during the year ended December 31, 2022. The fair value of acquired property, plant and equipment of $537.4 million is valued at its fair value assuming held and used, unless market data was available supporting the fair value. The Company recognized the following provisional intangible assets as part of the acquisition of CMC Materials and finite lived assets will be amortized on a straight-line basis: (In thousands) Amount Weighted Developed technology $ 1,035,600 7.3 Trademarks and trade names 236,600 14.9 Customer relationships 414,800 18.7 In-process research and development (1) 31,100 Other 10,919 1.2 $ 1,729,019 11.1 (1) In-process research and development assets are treated as indefinite-lived until the completion or abandonment of the associated research and development project, at which time the appropriate useful lives would be determined. The fair value of acquired identifiable finite intangible assets was determined using an income method, which utilizes discounted cash flows to fair value each of the identifiable intangible assets. The Company normally utilizes the “income method,” which starts with a forecast of all of the expected future net cash flows attributable to the subject intangible asset. These cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams. Depending on the asset valued, the key assumptions included one or more of the following: (1) future revenue growth rates, (2) future gross margin, (3) future selling, general and administrative expenses, (4) royalty rates, and (5) discount rates. 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 $3,628.5 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 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. 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 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. Year Ended (In thousands) December 31, 2022 December 31, 2021 Net sales $ 3,920,850 $ 3,518,893 Net income (loss) 308,741 (161,756) Per share amounts: Net income (loss) per common share - basic $ 2.08 $ (1.09) Net income (loss) per common share - diluted $ 2.05 $ (1.09) 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 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. • 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. The Precision Microchemicals business reports into the Specialty Chemicals and Engineered Materials 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. Costs associated with the acquisition of the Precision Microchemicals business were $0.2 million for the year ended December 31, 2021 and were expensed as incurred. These costs are included in the selling, general and administrative expenses in the Company’s consolidated statement of operations. The acquisition does not constitute a material business combination. The purchase price for the Precision Microchemical business includes 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 exceeds 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 provisional finite-lived intangible assets as part of the acquisition of the Precision Microchemical 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 | 12 Months Ended |
Dec. 31, 2022 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |
Restricted Assets Disclosure | RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the total of the same amounts shown in the consolidated statement of cash flows. (In thousands) December 31, 2022 December 31, 2021 Cash and cash equivalents $ 561,559 $ 402,565 Restricted cash 1,880 — Total cash, cash equivalents and restricted cash $ 563,439 $ 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. |
Assets Held For Sale
Assets Held For Sale | 12 Months Ended |
Dec. 31, 2022 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
Assets Held for Sale | ASSET HELD-FOR-SALE On October 11, 2022, the Company entered into a definitive agreement with Infineum USA L.P. for the sale of its Pipeline and Industrials Materials (“PIM”) business, which became part of the Company with the recent acquisition of CMC Materials. PIM reports into the Specialty Chemicals and Engineered Materials segment of the Company. Effective February 10, 2023, the Company terminated the definitive agreement in accordance with its terms. At the time of the termination, the transaction had not received clearance under the Hart-Scott-Rodino Act.. During the fourth quarter of 2022, the related assets and liabilities were classified as held-for-sale in the Company’s consolidated balance sheet and measured at the lower of their carrying amount or fair value less cost to sell. PIM’s income before income taxes attributable to the PIM business was $4.8 million for the year ended December 31, 2022. Due to management’s decision to terminate the agreement in first quarter of 2023, the Company will monitor and evaluate the held-for-sale criteria at the end of the first quarter 2023. The planned disposition of PIM did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements since the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results. Assets-held-for sale comprise the following as of December 31, 2022: (In thousands) Assets: December 31, 2022 Accounts Receivable $ 16,103 Inventory 29,331 Other current assets 633 Property, Plant and Equipment, net 108,036 Intangible assets, net 76,319 Goodwill 8,822 Other assets 7,287 Total assets-held-for sale $ 246,531 Liabilities: Accounts payable $ 4,185 Accrued expenses 5,029 Long-term liabilities 1,423 Total liabilities-held-for sale $ 10,637 |
Trade Accounts and Notes Receiv
Trade Accounts and Notes Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |
Trade Accounts and Notes Receivable | TRADE ACCOUNTS AND NOTES RECEIVABLE Trade accounts and notes receivable from customers at December 31, 2022 and 2021 consist of the following: (In thousands) 2022 2021 Accounts receivable $ 536,256 $ 347,111 Notes receivable 4,672 2,651 Total trade accounts and notes receivable 540,928 349,762 Less allowance for credit losses 5,443 2,349 Trade accounts and notes receivable, net $ 535,485 $ 347,413 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories at December 31, 2022 and 2021 consist of the following: (In thousands) 2022 2021 Raw materials $ 337,576 $ 191,986 Work-in-process 60,182 40,257 Finished goods (a) 415,057 242,970 Inventories, net $ 812,815 $ 475,213 (a) Includes consignment inventories held by customers of $46.2 million and $16.0 million at December 31, 2022 and 2021, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 2022 and 2021 consists of the following: (In thousands) 2022 2021 Estimated Land $ 62,192 $ 24,000 Buildings and improvements 490,903 281,019 5-35 Manufacturing equipment 569,224 415,985 5-10 Canisters and cylinders 168,516 142,071 3-12 Molds 76,388 77,708 3-5 Office furniture and lab equipment 330,284 189,258 3-8 Construction in progress 465,923 177,161 Total property, plant and equipment 2,163,430 1,307,202 Less accumulated depreciation 770,093 653,104 Property, plant and equipment, net $ 1,393,337 $ 654,098 The table below sets forth the depreciation expense for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Depreciation expense $ 135,371 $ 90,311 $ 83,430 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 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 the years ended December 31, 2022 and 2021 is shown below: (In thousands) SCEM MC AMH APS Total December 31, 2020 $ 427,713 $ 247,154 $ 73,170 $ — $ 748,037 Addition due to acquisitions 42,819 — 932 — 43,751 Purchase accounting adjustments — — — — — Foreign currency translation 343 1,571 — — 1,914 December 31, 2021 470,875 248,725 74,102 — 793,702 Addition due to acquisition 210,122 — — 3,418,335 3,628,457 Purchase accounting adjustments 5 — — — 5 Goodwill reallocation (110,798) — — 110,798 — Goodwill included in assets held-for-sale (8,822) — — — (8,822) Foreign currency translation (54) (6,637) — 1,680 (5,011) December 31, 2022 $ 561,328 $ 242,088 $ 74,102 $ 3,530,813 $ 4,408,331 As of December 31, 2022, goodwill amounted to approximately $4,408.3 million, an increase of $3,614.6 million from the balance at December 31, 2021. The increase in goodwill in 2022 reflects the acquisition of CMC Materials as described in Note 3, foreign currency translation, goodwill reclassified to asset held-for-sale as described in Note 4 and goodwill reallocation. 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. There were no goodwill impairments for any of the years presented. The increase in goodwill in 2021 reflects the acquisition of the Precision Microchemicals business described in Note 3, other immaterial acquisition and foreign currency translation. Identifiable intangible assets at December 31, 2022 and 2021 consist of the following: 2022 (In thousands) Gross carrying Accumulated Net carrying Weighted Developed technology $ 1,302,101 $ 313,876 $ 988,225 7.3 Trademarks and trade names 250,473 29,565 220,908 14.3 Customer relationships 863,947 273,039 590,908 15.4 In-process research and development (1) 31,100 — 31,100 Other 31,206 20,392 10,814 4.3 $ 2,478,827 $ 636,872 $ 1,841,955 10.8 (1) Intangible assets acquired in a business combination that are in-process and used in research and development activities are considered indefinite-lived until the completion or abandonment of the research and development efforts. Once the research and development efforts are completed, we determine the useful life and begin amortizing the assets. 2021 (In thousands) Gross carrying Accumulated Net carrying Weighted Developed technology $ 293,982 $ 232,722 $ 61,260 7.2 Trademarks and trade names 33,553 20,340 13,213 10.6 Customer relationships 481,674 227,350 254,324 12.4 Other 20,505 14,189 6,316 6.6 $ 829,714 $ 494,601 $ 335,113 10.3 The table below sets forth the amortization expense for finite-lived intangible assets for the years ended December 31, 2022, 2021, and 2020: (In thousands) 2022 2021 2020 Amortization expense $ 143,953 $ 47,856 $ 53,092 The amortization expense for each of the five succeeding years and thereafter relating to finite-lived intangible assets currently recorded in the Company’s consolidated balance sheets is estimated to be the following at December 31, 2022: (In thousands) 2023 2024 2025 2026 2027 Thereafter Total Future amortization expense $ 230,469 211,437 204,917 203,373 199,859 791,900 $ 1,841,955 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBT The Company’s debt at December 31, 2022 and 2021 consists of the following: (In thousands) 2022 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 135,000 — Senior secured term loan facility due 2025 — 145,000 $ 5,925,000 $ 945,000 Unamortized discount and debt issuance costs 140,107 7,973 Total debt, net $ 5,784,893 $ 937,027 Less short-term debt, including current portion of long-term debt 151,965 — Total long-term debt, net $ 5,632,928 $ 937,027 Annual maturities of long-term debt, excluding unamortized discount and issuance costs, due as of December 31, 2022 are as follows: (In thousands) 2023 2024 2025 2026 2027 Thereafter Total Contractual debt obligation maturities* $ 153,713 24,950 24,950 24,950 24,950 5,671,487 $ 5,925,000 *Subject to excess cash flow payments to the lenders, see discussion below. 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 pre-tax loss on extinguishment of debt of $0.9 million, which is included in Other expense (income), net on the 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 interest rate of the Term Loan Facility is 7.5% as of December 31, 2022. 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. During the year, the Company made $140.0 million of principal repayments on the Bridge Credit Facility. The Company incurred debt issuance costs of $6.9 million in connection with the Bridge Credit Facility. In connection with the repayment of this debt, the Company incurred a loss on extinguishment of debt of $2.1 million which is included in Other expense (income), net on the consolidated statement of operations. 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 interest rate of the Bridge Credit Facility is 8.9% as of December 31, 2022. 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 twelve months ended December 31, 2022, the Company incurred $12.0 million in ticking fees, which were recorded to interest expense, net in the 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 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 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 December 31, 2022. Each New Notes Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods) which, if certain of them occur, would permit the trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding applicable series of New Notes to declare the principal of, and interest or premium, if any, and any other monetary obligations on, all the then-outstanding series of New Notes to be due and payable immediately. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 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 5. 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. The fair value of our debt is estimated based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit ratings. Level 3 No Level 3 financial instruments The following table presents financial instruments that we measure at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (In thousands) Level 1 Level 2 Level 3 Total Assets: 2022 2021 2022 2021 2022 2021 2022 2021 Cash and cash equivalents $ 561,559 $ 402,565 $ — $ — $ — $ — $ 561,559 $ 402,565 Restricted cash 1,880 — — — — — 1,880 — Derivative financial instruments - Interest rate swap - cash flow hedge — — 46,589 — — — 46,589 — Derivative financial instruments -Forward exchange contracts — — 726 — — — 726 — Total Assets $ 563,439 $ 402,565 $ 47,315 $ — $ — $ — $ 610,754 $ 402,565 Liabilities: Derivative financial instruments - Forward exchange contracts $ — $ — $ 193 $ — $ — $ — $ 193 $ — Total Liabilities $ — $ — $ 193 $ — $ — $ — $ 193 $ — Other Fair Value Disclosures The estimated fair value and carrying value of our debt as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Total debt, net $ 5,784,893 $ 5,428,900 $ 937,027 $ 952,500 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 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 10 Debt. The interest rate swap was designated specifically to the Term Loan Facility, is highly effective and qualifies as a cash flow hedge. The notional amount is scheduled to decrease quarterly and will expire on December 30, 2025. 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 notional amounts of our derivative instruments are as follows: (In thousands) December 31, 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 $ 3,995 $ — Foreign exchange contracts to sell U.S. dollars 26,255 — The fair values of our derivative instruments included in the consolidated balance sheets are as follows: (In thousands) Derivative Assets Derivative Liabilities Consolidated Balance Sheet Location December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Derivatives designated as hedging instruments - Interest rate swap contract -cash flow hedge Other current assets $ 32,481 $ — $ — $ — Other assets - long-term 14,108 — — — Derivatives not designated as hedging instruments -Foreign exchange contracts Other current assets $ 726 $ — $ — $ — Other accrued liabilities — — 193 — The following table summarizes the effects of our derivative instruments on our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020: (In thousands) Derivatives not designated as hedging instruments: Consolidated Statements of Operations Location 2022 2021 2020 Foreign exchange contracts Other expense, net $ (3,435) $ — $ — The following table summarizes the effects of our derivative instruments on Accumulated Other Comprehensive Income for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Derivatives designated as hedging instruments: Interest rate swap contract - Cash flow hedge $ 36,069 $ — $ — We expect approximately $32.5 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 December 31, 2022. |
Other Income (Expense), Net
Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Other Income and Other Expense Disclosure [Text Block] | (13) OTHER EXPENSE (INCOME), NET The table below sets forth the Other expense (income), net for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Loss (gain) on foreign currency remeasurement $ 23,034 $ 7,857 $ (9,751) Loss on extinguishment of debt and modification 3,287 23,338 2,378 Other, net (2,395) 500 717 Other expense (income), net $ 23,926 $ 31,695 $ (6,656) |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Leases | LEASES As of December 31, 2022, the Company was obligated under operating lease agreements for certain office space and manufacturing facilities, manufacturing equipment, vehicles, information technology equipment and warehouse space. Our leases have remaining lease terms of 1 year to 19 years, some of which may include options to extend the lease for up to 10 years, and some of which may include options to terminate the leases within 1 year. As of December 31, 2022 and 2021, the Company’s operating lease components with initial or remaining terms in excess of one year were classified on the consolidated balance sheets as follows, together with certain supplemental balance sheet information: ( In thousands ) Classification 2022 2021 Assets Right-of-use assets Right-of-use assets $ 94,940 $ 66,563 Liabilities Short-term lease liability Other accrued liabilities 19,025 10,638 Long-term lease liability Long-term lease liability 80,716 60,101 Total lease liabilities $ 99,741 $ 70,739 Lease Term and Discount Rate Weighted average remaining lease term (years) 7.8 9.2 Weighted average discount rate 4.1 % 4.2 % Expense for leases less than 12 months for the year ended December 31, 2022, 2021 and 2020 were not material. The components of lease expense for the year ended December 31, 2022, 2021 and 2020 are as follows: ( In thousands ) 2022 2021 2020 Operating lease cost $ 17,997 $ 13,127 $ 13,576 The Company combines the amortization of the right-of-use assets and the change in the operating lease liability in the same line item in the Statement of Cash Flows. Other information related to the Company’s operating leases for the year ended December 31, 2022, 2021 and 2020 are as follows: ( In thousands ) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $ 14,916 $ 11,009 $ 10,806 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 23,598 $ 31,492 $ 5,133 Future minimum lease payments for noncancellable operating leases as of December 31, 2022, were as follows: (In thousands) 2022 One Year $ 22,817 Two Years 18,252 Three Years 13,990 Four Years 11,919 Five Years 10,455 Beyond Five Years 39,863 Total $ 117,296 Less: Interest 17,555 Present value of lease liabilities $ 99,741 |
Asset Retirement Obligations
Asset Retirement Obligations | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation [Abstract] | |
Asset Retirement Obligations | ASSET RETIREMENT OBLIGATIONS The Company has asset retirement obligations (“AROs”) related to environmental disposal obligations associated with cylinders used to supply customers with gas products, and certain restoration obligations associated with certain of its leased facilities. Changes in the carrying amounts of the Company’s AROs for the years ended December 31, 2022 and 2021 are shown below: (In thousands) 2022 2021 Balance at beginning of year $ 17,494 $ 14,500 Liabilities assumed in acquisitions 12,531 — Liabilities settled (453) (78) Liabilities incurred 788 3,274 Accretion expense 213 166 Disposition (2,815) — Revision of estimate 277 (368) Balance at end of year $ 28,035 $ 17,494 ARO liabilities expected to be settled within twelve months are included in the consolidated balance sheets in Other accrued liabilities, while all other ARO liabilities are included in Pension benefit obligations and other liabilities in the consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income before income taxes for the years ended December 31, 2022, 2021 and 2020 was derived from the following sources: (In thousands) 2022 2021 2020 Domestic $ (272,365) $ 137,145 $ 86,572 Foreign 519,445 341,931 267,715 Income before income tax expense $ 247,080 $ 479,076 $ 354,287 Income tax expense for the years ended December 31, 2022, 2021 and 2020 is summarized as follows: (In thousands) 2022 2021 2020 Current: Federal $ 39,216 $ 9,187 $ 8,107 State 4,077 2,939 1,151 Foreign 97,611 76,257 57,310 140,904 88,383 66,568 Deferred (net of valuation allowance): Federal (90,238) (11,726) (592) State (5,749) (498) (407) Foreign (6,757) (6,209) (6,251) (102,744) (18,433) (7,250) Income tax expense $ 38,160 $ 69,950 $ 59,318 Income tax expense differs from the expected amounts based upon the statutory federal tax rates for the years ended December 31, 2022, 2021 and 2020 as follows: (In thousands) 2022 2021 2020 Expected federal income tax at statutory rate $ 51,887 $ 100,606 $ 74,400 State income taxes before valuation allowance, net of federal tax effect (5,907) (1,333) (1,539) Effect of foreign source income (7,607) (15,862) (7,877) Tax contingencies 5,762 4,696 1,688 Valuation allowance 8,052 9,984 9,281 U.S. federal research credit (13,525) (8,469) (7,204) Equity compensation 5,290 (8,899) (8,231) Foreign derived intangible income (15,265) (6,496) (1,153) Legal entity restructuring capital loss — (5,079) — Acquisition related retention, severance, and transaction costs 8,924 — — Other items, net 549 802 (47) Income tax expense $ 38,160 $ 69,950 $ 59,318 The Company has made employment and spending commitments to Singapore. In return for those commitments, the Company was granted a partial tax holiday for eight years starting in 2013. During 2017, this agreement was extended to 2027 in exchange for revised employment and spending commitments. The income tax benefits attributable to the tax status are $24.8 million ($0.17 per diluted share), $13.9 million ($0.10 per diluted share) and $9.4 million ($0.07 per diluted share) for the years ending December 31, 2022, 2021 and 2020, respectively. The 2022, 2021 and 2020 effective tax rates include additional benefits of $14.2 million, $8.0 million and $5.4 million because the corporate tax rate in Singapore is lower than the U.S. rate. At December 31, 2022, there were approximately $115.9 million of accumulated undistributed earnings of subsidiaries outside of the United States, all of which are considered to be indefinitely reinvested. Management estimates that approximately $13.3 million of withholding taxes would be incurred if these undistributed earnings were distributed. The significant components of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are as follows: (In thousands) 2022 2021 Deferred tax assets attributable to: Accounts receivable $ 1,239 $ 397 Inventory 14,862 6,510 Accruals not currently deductible for tax purposes 25,787 19,636 Net operating loss and credit carryforwards 57,760 42,599 Capital loss carryforward 895 485 Equity compensation 15,249 2,630 Other, net 5,670 7,786 Gross deferred tax assets 121,462 80,043 Valuation allowance (48,047) (39,383) Total deferred tax assets 73,415 40,660 Deferred tax liabilities attributable to: Purchased intangible assets (364,979) (33,887) Depreciation and Amortization (2,719) (9,102) Total deferred tax liabilities (367,698) (42,989) Net deferred tax liabilities $ (294,283) $ (2,329) Deferred tax assets are generally required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company had net U.S. deferred tax liabilities of $298.5 million and deferred tax assets of $3.0 million, respectively, which are composed of temporary differences and various tax credit carryforwards. Management believes that it is more likely than not that the benefit from certain state net operating loss carryforwards, state credit carryforwards and certain federal foreign tax credit carryforwards will not be realized. In recognition of this risk, management has provided valuation allowances of $18.5 million and $16.1 million as of December 31, 2022 and 2021, respectively, on the related deferred tax assets. If the assumptions change and management determines the assets will be realized, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets at December 31, 2022 will be recognized as a reduction of income tax expense. At December 31, 2022, the Company had state operating loss and credit carryforwards of approximately $18.3 million, which began to expire in 2022, and foreign operating loss carryforwards of $82.7 million, which begin to expire in 2023. As of December 31, 2022 and 2021, the Company had net non-U.S. deferred tax assets of $52.3 million and $34 million, respectively, for which management determined based upon the available evidence a valuation allowance of $29.5 million and $23.3 million as of December 31, 2022 and 2021, respectively, was required against the non-U.S. gross deferred tax assets. For other non-U.S. jurisdictions, management relies upon projections of future taxable income to utilize deferred tax assets. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax positions will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that fail to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The provisions also provide guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. Reconciliations of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2022 and 2021 are as follows: (In thousands) 2022 2021 Gross unrecognized tax benefits at beginning of year $ 23,789 $ 17,395 Increase from acquisition 24,452 — Increase in tax positions from prior years 175 131 Decrease in tax positions from prior years (248) (69) Increases in tax positions for current year 13,577 8,476 Settlement of tax positions for current year (6,395) (286) Lapse in statute of limitations (1,872) (1,858) Gross unrecognized tax benefits at end of year $ 53,478 $ 23,789 The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $42.3 million at December 31, 2022. Penalties and interest paid or received are recorded in other income, net in the consolidated statements of operations. As of December 31, 2022 and 2021, the Company had accrued interest and penalties related to unrecognized tax benefits of $4.2 million and $5.9 million, respectively. Expenses of $2.0 million, $1.0 million and $0.9 million were recognized as interest and penalties in the consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020, respectively. The Company files income tax returns in the U.S. and in various state, local and foreign jurisdictions. The statutes of limitations related to both the consolidated federal income tax return and state returns are closed for all years up to and including 2018 and 2018, respectively. With respect to foreign jurisdictions, the statute of limitations varies from country to country, with the earliest open year for the Company’s major foreign subsidiaries being 2016. Due to the expiration of various statutes of limitations and settlements of audits, it is reasonably possible that the Company’s gross unrecognized tax benefit balance may decrease within the next twelve months by approximately $2.6 million. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | EQUITY Dividends Holders of the Company’s common stock are entitled to receive dividends when and if they are declared by the Company’s board of directors. The Company’s board of directors declared cash dividends of $0.10 per share during each of the first, second, third and fourth quarters of 2022, payments for which totaled $57.3 million. The Company’s board of directors declared cash dividends of $0.08 per share during each of the first, second, third and fourth quarters of 2021, payments for which totaled $43.6 million. During 2020, the Company’s board of directors declared cash dividends of $0.08 per share during each of the first and second, third and fourth quarters of 2020, payments for which totaled $43.5 million. On January 18, 2023, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on February 22, 2023 to shareholders of record as of February 1, 2023. Future dividend declarations, if any, as well as the record and payment dates for such dividends, are subject to the final determination of the Company’s board of directors. Furthermore, the credit agreements governing the New Credit Facilities contain restrictions that may limit our ability to pay dividends. Share Repurchase Program On December 14, 2020, the Company’s board of directors authorized a repurchase program, effective February 16, 2021, covering the repurchase of up to an aggregate of $125.0 million of the Company’s common stock , during a period of twelve months, in open market transactions and in accordance with one or more pre-arranged stock trading plans to be established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. This repurchase program expired pursuant to its terms on February 15, 2022. In anticipation of its acquisition of CMC Materials, the Company suspended its previously announced share repurchase program in the fourth quarter of 2021 and does not anticipate authorizing a new repurchase program or resuming a repurchase program in 2023. The Company repurchased $0.0 million, $67.1 million and $44.6 million of shares for the years ended December 31, 2022, 2021 and 2020, respectively. The credit agreement governing the New Credit Facilities contains restrictions that may limit the Company’s ability to continue to repurchase shares. 2020 Stock Plan In 2020, the Company’s board of directors and stockholders approved the Entegris, Inc. 2020 Stock Plan (the “2020 Stock Plan”). The 2020 Stock Plan replaced the Entegris, Inc. 2010 Stock Plan for future stock awards and stock option grants. The 2020 Stock Plan has a term of ten years and provides for the issuance of stock options and other share-based awards to selected employees, directors, and other individuals or entities that provide services to the Company or its affiliates. Under the 2020 Stock Plan, the board of directors or a committee selected by the board of directors will determine for each award, the term, price, number of shares, rate at which each award is exercisable and whether restrictions are imposed on the shares subject to the awards. The exercise price for option awards generally may not be less than the fair market value per share of the underlying common stock on the date granted. The 2020 Stock Plan provides that after December 31, 2019, any shares subject to stock awards that were awarded from the Company’s expired plans and that are forfeited, expired or otherwise terminated without issuance of shares will again be available for issuance under the 2020 Stock Plan. Stock Plan assumed from CMC Materials Subsequent to the acquisition of CMC Materials, the Company's Board of Directors approved the absorption of the CMC Materials 2021 Omnibus Incentive Plan (the “OIP”) into the Company's 2020 Stock Plan for the remainder of the term of the OIP Plan. The 2021 OIP provides for grants of equity awards in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, performance-based awards, other stock-based awards such as substitute awards in connection with an acquisition, and cash incentive awards. 3.9 million additional shares became available for grant by the Company upon absorption of the OIP Plan. Each outstanding option to purchase shares of CMC Materials common stock under CMC Materials’s stock plan became an option to acquire, on the same terms and condition as were applicable under the CMC Materials stock plan, the Company’s common stock, with the number of shares and exercise prices thereof adjusted for the exchange ratio of 1.82. Accordingly, options to purchase 0.6 million shares of CMC Materials common stock were exchanged for options to purchase 1.2 million shares of the Company’s common stock. Each outstanding performance-based restricted stock unit of CMC Materials under CMC Materials’s stock plan became a time-based restricted stock unit with the same terms and conditions as were applicable under the CMC Materials stock plan, the Company’s common stock, with the number of shares and exercise price thereof adjusted for the exchange ratio of 1.82. Accordingly, 0.1 million shares of performance-based restricted stock units of CMC Materials common stock were exchanged for restricted stock units of 0.2 million shares of the Company’s common stock. For all plans, exclusive of the employee stock purchase plan, the Company had shares available for future grants of 10.9 million, 8.7 million, and 9.0 million shares at December 31, 2022, 2021 and 2020, respectively. Stock Options Stock option activity for the years ended December 31, 2022, 2021 and 2020 is summarized as follows: 2022 2021 2020 (Shares in thousands) Number of Weighted Number of Weighted Number of Weighted Options outstanding, beginning of year 657 $ 55.32 1,082 $ 33.38 1,575 $ 21.39 Granted 146 128.44 167 98.11 216 55.72 Assumed in CMC acquisition 1,178 55.80 — — — — Exercised (141) 40.00 (592) 27.32 (709) 13.60 Cancelled or forfeited (1) 61.42 — — — — Options outstanding, end of year 1,839 $ 62.59 657 $ 55.32 1,082 $ 33.38 Options exercisable, end of year 1,386 $ 54.53 111 $ 34.54 426 $ 24.99 Options outstanding under the Company’s stock plans at December 31, 2022 are summarized as follows: (Shares in thousands) Options outstanding Options exercisable Range of exercise prices Number Weighted Weighted- Number Weighted $— to $31.10 343 1.9 years $ 24.89 343 $ 24.89 $31.11 to $43.47 222 3.4 years 34.05 149 34.40 $43.48 to $55.72 260 3.7 years 53.83 151 52.47 $55.73 to $80.00 663 4.5 years 70.29 663 70.29 $80.01 to $128.44 351 5.6 years 109.43 80 92.50 1,839 4.0 years $ 62.59 1,386 $ 54.53 The weighted average remaining contractual term for options outstanding and options exercisable for all plans at December 31, 2022 was 4.0 years and 3.7 years, respectively. Under the stock plans, the total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was $11.4 million and $54.7 million, respectively. The aggregate intrinsic value, which represents the total pre-tax intrinsic value based on the Company’s closing stock price of $65.59 at December 31, 2022, which theoretically could have been received by the option holders had all option holders exercised their options as of that date, was $25.7 million and $22.3 million for options outstanding and options exercisable, respectively. Share-based payment awards in the form of stock option awards for 0.1 million, 0.2 million and 0.2 million shares were granted to employees during the years ended December 31, 2022, 2021 and 2020, respectively. Compensation expense is based on the grant date fair value. The awards vest annually over a period of four years and have a contractual term of 7 years. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Company’s stock, the risk-free rate and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of reasonableness of the original estimates of fair value made by the Company. The fair value of each stock option grant was estimated at the date of grant using a Black-Scholes option pricing model. The following table presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option granted for the years ended December 31, 2022, 2021 and 2020: Employee stock options: 2022 2021 2020 Volatility 40.9 % 38.0 % 31.9 % Risk-free interest rate 1.5 % 0.4 % 1.4 % Dividend yield 0.3 % 0.3 % 0.6 % Expected life (years) 4.2 4.6 4.3 Weighted average fair value per option $ 43.47 $ 30.69 $ 14.83 A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to the Company’s historical experience. The Company determines the dividend yield by dividing the expected annual dividend on the Company’s stock by the option exercise price. Employee Stock Purchase Plan The Company maintains the Entegris, Inc. Amended and Restated Employee Stock Purchase Plan (“ESPP”). The ESPP allows employees to elect, at six-month intervals, to contribute up to 10% of their compensation, subject to certain limitations, to purchase shares of the Company’s common stock at a discount of 15% from the fair market value on the first day or last day of each six-month period. The Company treats the ESPP as a compensatory plan. At December 31, 2022, 1.3 million shares remained available for issuance under the ESPP. Employees purchased 0.2 million, 0.1 million and 0.2 million shares, at a weighted-average price of $65.25, $90.89, and $46.58 during the years ended December 31, 2022, 2021 and 2020, respectively. Restricted Stock Units Restricted stock units are awards of common stock made under the Stock Plans that are subject to a risk of forfeiture if the awardee terminates employment with the Company prior to the lapse of the restrictions. The value of such restricted stock units is determined using the market price on the grant date. Compensation expense for restricted stock units is generally recognized using the straight-line single-option method. A summary of the Company’s restricted stock unit activity for the years ended December 31, 2022, 2021 and 2020 is presented in the following table: 2022 2021 2020 (Shares in thousands) Number Weighted Number Weighted Number Weighted Unvested, beginning of year 897 $ 62.69 1,083 $ 41.31 1,254 $ 27.48 Granted 366 117.82 293 101.04 437 57.46 Assumed in CMC acquisition 155 92.96 — — — — Vested (523) 64.77 (439) 35.58 (564) 23.48 Forfeited (51) 85.16 (40) 57.39 (44) 35.86 Unvested, end of year 844 90.37 897 62.69 1,083 41.31 During the years ended December 31, 2022, 2021 and 2020, the Company awarded performance-based restricted stock units for up to 0.1 million, 0.1 million and 0.1 million shares of common stock, respectively, to be issued upon the achievement of performance conditions under the Company’s stock plans to certain officers. Compensation expense is based on the grant date fair value. The awards vest on the third anniversary of the award date. The Company estimates the fair value of the performance shares using a Monte Carlo simulation process. As of December 31, 2022, the total compensation cost related to unvested stock options, performance-based restricted stock units and restricted stock unit awards not yet recognized was $3.7 million, $2.8 million and $43.4 million, respectively, and is expected to be recognized over the next 2.5 years on a weighted-average basis. Modifications During the three months ended October 1, 2022, the Company modified all employee 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 during the three months ended October 1, 2022, 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. Valuation and Expense Information The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on their estimated fair values on the date of grant. Compensation expense is recognized using the straight-line attribution method to recognize share-based compensation over the service period of the award, with adjustments recorded for forfeitures as they occur. Awards issued to employees who are retirement eligible or nearing retirement eligibility are expensed on an accelerated basis. The following table summarizes the allocation of share-based compensation expense related to employee stock options, restricted stock awards, performance-based restricted stock awards and grants under the employee stock purchase plan for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Cost of sales $ 5,780 $ 3,844 $ 1,463 Engineering, research and development expenses 4,596 3,504 2,359 Selling, general and administrative expenses 56,201 22,536 19,098 Share-based compensation expense $ 66,577 $ 29,884 $ 22,920 Tax benefit 13,977 5,488 4,129 Share-based compensation expense, net of tax $ 52,600 $ 24,396 $ 18,791 |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Benefit Plans | BENEFIT PLANS 401(k) Plan The Company has 401(k) defined contribution plans covering employees in the U.S. The related expense totaled $21.9 million, $10.1 million and $8.2 million in the fiscal years ended December 31, 2022, 2021 and 2020, respectively. The increase in the 2022 expense compared to the prior year is due primarily to the CMC Materials acquisition for the U.S. employees covered under the 401(k) defined contribution plan and under the Entegris, Inc 401(k) Savings and Profit Sharing Plan the Company’s match increased from 4% to 5%. The Company’s United Kingdom, Singapore and Korea subsidiaries also make immaterial contributions to retirement plans that function as defined contribution retirement plans. Defined Benefit Plans The employees of the Company’s subsidiaries in Japan, Taiwan, South Korea, France and Germany are covered in defined benefit pension plans. As part of the CMC Materials acquisition in 2022, the Company assumed $10.1 million of projected benefit obligation. The Company uses a December 31 measurement date for its pension plans. A summary of these combined plans are: (In thousands) 2022 2021 Projected benefit obligation $ 15,253 $ 7,050 Fair value of plan assets 1,014 969 Plan assets less benefit obligation - net amount recognized (14,239) (6,081) Accumulated benefit obligation 12,151 5,995 Cash Flows Benefits for the combined plans were $0.7 million, $0.1 million and $0.1 million in fiscal years 2022, 2021 and 2020, respectively, consisting primarily of service costs. Net service costs are included in Cost of sales and Operating expenses, and all other costs are recorded in Other expense, net in our Consolidated Statements of Operations. The Company expects to make the following contributions and benefit payments: (In thousands) Payments 2023 $ 735 2024 779 2025 1,264 2026 1,127 2027 922 Years 2028-2032 5,940 |
Earning Per Share (EPS)
Earning Per Share (EPS) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earning Per Share (EPS) | EARNINGS PER SHARE (“EPS”) Basic EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share: (In thousands) 2022 2021 2020 Basic earnings per share—Weighted common shares outstanding 142,294 135,411 134,837 Weighted common shares assumed upon exercise of options and vesting of restricted stock units 852 1,163 1,429 Diluted earnings per share—Weighted common shares outstanding 143,146 136,574 136,266 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 years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Shares excluded from calculations of diluted EPS 447 136 195 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Effective July 6, 2022, coincident to and in conjunction with the CMC acquisition (see Note 3 to the consolidated financial statements) the Company changed its financial segment reporting to reflect management and organizational changes made by the Company. Accordingly, our segment information was recast retroactively in the third quarter of fiscal 2022 to conform to the current year presentation. 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, advanced materials, specialty chemicals and advanced materials handling solutions that maximize manufacturing yields, reduce manufacturing costs and enable higher device performance for its customers. These segments share common business systems and processes, technology centers and technology roadmaps. The Company leverages its expertise from these four segments to create new and increasingly integrated solutions for its customers. The Company reports its financial performance in the following segments: • Specialty Chemicals and Engineered Materials: SCEM provides high-performance and high-purity process chemistries, gases and materials, and safe and efficient materials delivery systems to support semiconductor and other advanced manufacturing processes. • Microcontamination Control: MC offers solutions to filter and purify critical liquid and gaseous chemistries used in semiconductor manufacturing processes and other high-technology industries. • Advanced Materials Handling: AMH develops solutions to monitor, protect, transport and deliver critical liquid chemistries, wafers and other substrates for a broad set of applications in the semiconductor industry, 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 . Segment profit is defined as net sales less direct and indirect segment operating expenses, including certain general and administrative costs for the Company’s human resources, finance and information technology functions. The Company generally accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at approximate market prices. Inter-segment sales are presented as an elimination below. The remaining unallocated expenses consist mainly of the Company’s corporate functions as well as interest expense, interest income, amortization of intangible assets and income tax expense. Corporate assets consist primarily of cash and cash equivalents, deferred tax assets and deferred tax charges. Summarized financial information for the Company’s reportable segments is shown in the following tables: (In thousands) 2022 2021 2020 Net sales: SCEM $ 773,594 $ 625,670 $ 530,040 MC 1,105,996 919,363 742,186 AMH 846,492 704,946 538,682 APS 606,614 85,621 79,492 Inter-segment elimination (50,663) (36,707) (31,087) Total net sales $ 3,282,033 $ 2,298,893 $ 1,859,313 ( In thousands ) 2022 2021 2020 Segment profit: SCEM $ 122,287 $ 137,392 $ 99,474 MC 411,475 321,300 248,910 AMH 183,738 159,995 111,028 APS 96,902 30,415 28,495 Total segment profit $ 814,402 $ 649,102 $ 487,907 ( In thousands ) 2022 2021 2020 Total assets: SCEM $ 1,671,456 $ 971,678 $ 866,029 MC 1,161,636 946,336 819,602 AMH 801,591 598,547 437,322 APS 5,864,250 219,787 156,328 Corporate 639,924 455,548 638,415 Total assets $ 10,138,857 $ 3,191,896 $ 2,917,696 (In thousands) 2022 2021 2020 Depreciation and amortization: SCEM $ 76,550 $ 57,995 $ 62,770 MC 42,514 41,536 39,775 AMH 33,490 29,648 25,231 APS 126,770 8,988 8,647 Corporate — — 99 Total depreciation and amortization $ 279,324 $ 138,167 $ 136,522 (In thousands) 2022 2021 2020 Capital expenditures: SCEM $ 105,057 $ 68,058 $ 49,711 MC 178,800 69,120 40,656 AMH 136,061 67,096 36,107 APS 46,274 6,352 5,278 Total capital expenditures $ 466,192 $ 210,626 $ 131,752 The following table reconciles total segment profit to income before income taxes and equity in net loss of affiliate: (In thousands) 2022 2021 2020 Total segment profit $ 814,402 $ 649,102 $ 487,907 Less: Amortization of intangibles 143,953 47,856 53,092 Unallocated general and administrative expenses 190,468 49,478 39,370 Operating income $ 479,981 $ 551,768 395,445 Interest expense 212,669 41,240 48,600 Interest income (3,694) (243) (786) Other expense (income), net 23,926 31,695 (6,656) Income before income tax expense $ 247,080 $ 479,076 $ 354,287 In the following tables, revenue is disaggregated by country or region based on the ship to location of the customer for the years ended December 31, 2022, 2021 and 2020: 2022 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 272,696 $ 158,627 $ 265,510 $ 149,489 $ (50,663) $ 795,659 Taiwan 111,921 305,899 151,663 90,644 — 660,127 South Korea 78,675 129,750 121,726 83,926 — 414,077 Japan 87,452 183,485 59,278 19,787 — 350,002 China 95,184 184,609 119,325 102,838 — 501,956 Europe 66,938 85,696 88,405 83,976 — 325,015 Southeast Asia 60,728 57,930 40,585 75,954 — 235,197 $ 773,594 $ 1,105,996 $ 846,492 $ 606,614 $ (50,663) $ 3,282,033 2021 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 191,717 $ 133,653 $ 219,853 $ 17,280 $ (36,707) $ 525,796 Taiwan 96,069 225,086 111,968 20,987 — 454,110 South Korea 76,270 114,211 105,493 21,298 — 317,272 Japan 86,442 161,569 51,267 3,325 — 302,603 China 91,272 164,471 97,157 11,519 — 364,419 Europe 43,703 70,011 89,121 6,433 — 209,268 Southeast Asia 40,197 50,362 30,087 4,779 — 125,425 $ 625,670 $ 919,363 $ 704,946 $ 85,621 $ (36,707) $ 2,298,893 2020 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 168,270 $ 144,015 $ 164,576 $ 20,739 $ (31,087) $ 466,513 Taiwan 85,406 171,201 94,339 21,259 — 372,205 South Korea 69,235 91,997 92,623 19,345 — 273,200 Japan 71,242 124,321 45,209 2,124 — 242,896 China 68,625 108,588 61,458 9,192 — 247,863 Europe 32,746 67,090 52,321 2,281 — 154,438 Southeast Asia 34,516 34,974 28,156 4,552 — 102,198 $ 530,040 $ 742,186 $ 538,682 $ 79,492 $ (31,087) $ 1,859,313 The following table summarizes property, plant and equipment, net, attributed to significant countries for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Property, plant and equipment: North America $ 776,913 $ 417,549 $ 348,363 South Korea 84,253 58,725 55,404 Japan 104,282 56,357 41,044 Malaysia 46,703 29,443 32,727 China 253,285 32,133 29,528 Taiwan 31,592 58,444 17,050 Other 96,309 1,447 1,251 $ 1,393,337 $ 654,098 $ 525,367 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | COMMITMENTS AND CONTINGENT LIABILITIESWe are involved in certain legal actions. The outcomes of these legal actions are not within our complete control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief, that could require significant expenditures or result in lost revenues. We record a liability for these legal actions when a loss is known or considered probable and the amount can be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. |
Quarterly Information-Unaudited
Quarterly Information-Unaudited | 12 Months Ended |
Dec. 31, 2022 | |
Selected Quarterly Financial Information [Abstract] | |
Quarterly Information-Unaudited | QUARTERLY INFORMATION-UNAUDITED Fiscal quarter ended (In thousands, except per share data) April 2, 2022 July 2, 2022 October 1, 2022 December 31, 2022 Net sales $ 649,646 $ 692,489 $ 993,828 $ 946,070 Gross profit 309,820 310,397 371,671 404,525 Net income (loss) 125,705 99,491 (73,703) 57,427 Basic net income (loss) per common share 0.93 0.73 (0.50) 0.39 Diluted net income (loss) per common share 0.92 0.73 (0.50) 0.38 Fiscal quarter ended (In thousands, except per share data) April 3, 2021 July 3, 2021 October 2, 2021 December 31, 2021 Net sales $ 512,844 $ 571,352 $ 579,493 $ 635,204 Gross profit 234,986 265,384 264,204 295,090 Net income 84,676 88,770 117,461 118,219 Basic net income per common share 0.63 0.66 0.87 0.87 Diluted net income per common share 0.62 0.65 0.86 0.87 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENTS On January 20, 2023, the Company announced a definitive agreement for Quad-C Management to acquire the QED business, which became part of the Company with the recent acquisition of CMC Materials. The selling price is expected to be approximately $135.0 million, subject to customary purchase price adjustments. The sale is currently expected to close in the first quarter of 2023, 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 QED business. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Entegris, Inc. (“Entegris”, “the Company”, “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 consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Our recently acquired subsidiary, CMC Materials, Inc., follows a monthly reporting calendar and the Company follows a 5-4-4 week reporting calendar. CMC Materials, Inc.’s and the Company’s fourth quarter ends December 31, 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 cash flows. Intercompany profits, transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates and Basis of Presentation |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid debt securities with original maturities of three months or less, which are valued at cost and approximate fair value. |
Allowance For Doubtful Accounts | Allowance for Credit Losses An allowance for uncollectible trade receivables is estimated based on a combination of write-off history, aging analysis and any specific, known troubled accounts. The Company maintains an allowance for credit losses that management believes is adequate to cover expected losses on trade receivables. |
Inventories | Inventories Inventories are stated at the lower of cost and net realizable value. Cost is determined by the first-in, first-out (FIFO) method. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Right-of-use (ROU) assets include operating leases. Lease liabilities for operating leases are classified in “Other accrued liabilities” and “Long-term lease liabilities” in our consolidated balance sheet. We do not have material finance leases. Operating assets and liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The ROU assets include prepaid lease payments and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. |
Property, Plant, And Equipment | Property, Plant and Equipment Property, plant and equipment are carried at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. When assets are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts, and gains or losses are recognized in the same period. Maintenance and repairs are expensed as incurred, while significant additions and improvements are capitalized. Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable based on estimated future undiscounted cash flows. The amount of impairment, if any, is measured as the difference between the net book value and the estimated fair value of the asset(s). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash equivalents, accounts receivable, accounts payable, accrued payroll and related benefits, and other accrued liabilities approximates fair value due to the short maturity of those instruments. Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The three-level hierarchy for disclosure is based on the extent and level of judgment used to estimate fair value. Level 1 inputs consist of valuations based on quoted market prices in active markets for identical assets or liabilities. Level 2 inputs consist of valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in an inactive market, or other observable inputs. Level 3 inputs consist of valuations based on unobservable inputs that are supported by little or no market activity. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of acquisition costs over the fair value of the net assets of businesses acquired. Goodwill is not subject to amortization, but is tested for impairment annually at August 31, the Company’s annual testing date, and whenever events or changes in circumstances indicate that impairment may have occurred. The Company compares the carrying value of its reporting units, including goodwill, to their fair value. For reporting units in which the assessment indicates that it is more likely than not that the fair value is more than its carrying value, goodwill is not considered impaired. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. Based on its annual analysis, the Company determined there was no indication of impairment of goodwill and the estimated fair value of each reporting unit exceeded its carrying value. |
Derivative Financial Instruments | Derivative Financial Instruments 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 consolidated balance sheets at fair value on a gross basis. Interest Rate Swap 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 this swap agreement as a cash flow hedge. As a cash flow hedge, 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 swap and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of accumulated other comprehensive 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 swap, and result in amounts being reclassified from other comprehensive income (loss) into net 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 periodic 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 (income), net in the accompanying consolidated statements of operations in the period in which the exchange rates change. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of certain foreign subsidiaries are translated from foreign currencies into U.S. dollars at period-end exchange rates, and the resulting gains and losses arising from translation of net assets located outside the U.S. are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive loss in the consolidated balance sheets. Income statement amounts are translated at the average exchange rates for the year. Translation adjustments are not adjusted for income taxes, as substantially all translation adjustments relate to permanent investments in non-U.S. subsidiaries. Gains and losses resulting from foreign currency transactions are included in Other expense (income), net, in the Company’s consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Revenue is measured based on consideration specified in a contract with a customer, and excludes any sales incentives and amounts collected on behalf of third parties. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment cost and are included in cost of sales. The Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. When the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. Such deferred revenue typically results from advance payments received on sales of the Company’s products. The Company makes the required disclosures with respect to deferred revenue in Note 2 to the consolidated financial statements. The Company does not disclose information about remaining performance obligations that have original expected durations of one year or less. The following is a description of principal activities from which the Company generates its revenues. The Company has four reportable segments. For more detailed information about reportable segments, see Note 20 to the consolidated financial statements. For each of the four reportable segments, the recognition of revenue regarding the nature of goods and services provided by the segments are similar and described below. The Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment or delivery, depending on the terms of the underlying contracts. For product sales contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices, or estimates of such prices, and recognizes the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligations. All material revenue is being recognized at a point in time. The Company generally recognizes revenue for sales of services when the Company has satisfied the performance obligation. The payment terms and revenue recognized are based on time and materials. The Company also enters into arrangements to license its intellectual property. These arrangements typically permit the customer to use a specialized manufacturing process and in return the Company receives a royalty fee. The Company recognizes revenue for a sales-based or usage-based royalty promised in exchange for a license of intellectual property when the subsequent sale or usage occurs. The Company offers certain customers cash discounts and volume rebates as sales incentives. The discounts and volume rebates are recorded as a reduction in sales at the time revenue is recognized in an amount estimated based on historical experience and contractual obligations. The Company periodically reviews the assumptions underlying its estimates of discounts and volume rebates and adjusts its revenues accordingly. In addition, the Company offers free product rebates to certain customers. The Company utilizes an adjusted market approach to estimate the stand-alone selling price of the loyalty program and allocates a portion of the consideration received to the free product offering. The free product offering is redeemable upon future purchases of the Company’s products. The amount associated with free product rebates is recorded as deferred revenue on the balance sheet and is recognized as revenue when the free product is redeemed or when the likelihood of redemption is remote. The Company has deemed that the amount is immaterial for disclosure. The Company provides for the estimated costs of fulfilling its obligations under product warranties at the time the related revenue is recognized. The Company estimates the costs based on historical failure rates, projected repair costs, and knowledge of specific product failures (if any). The specific warranty terms and conditions vary depending upon the product sold and the country in which we do business, but generally include parts and labor over a period generally ranging from 90 days to one year. The Company regularly reevaluates its estimates to assess the adequacy of the recorded warranty liabilities and adjusts the amounts as necessary. |
Engineering,Research and Development Expenses | Engineering, Research and Development Expenses Engineering, research and development expenses are expensed as incurred. |
Share-Based Compensation | Share-based Compensation The Company measures the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. Share-based compensation expense is recognized using the straight-line attribution method to recognize share-based compensation over the service period of the award, with adjustments recorded for forfeitures as they occur. Awards issued to employees who are retirement eligible or nearing retirement eligibility are expensed on an accelerated basis. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that the Company would not be able to realize all or part of its deferred tax assets. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income before taxes. Penalties and interest to be paid or received are recorded in other expense (income), net, in the statement of operations. |
Comprehensive Income (Loss) | Comprehensive Income Comprehensive income represents the change in equity resulting from items other than shareholder investments and distributions. The Company’s foreign currency translation adjustments, unrealized gains and losses on available-for-sale investments, interest rate swap - cash flow hedge and minimum pension liability adjustments are included in accumulated other comprehensive loss. Comprehensive income and the components of accumulated other comprehensive loss are presented in the accompanying consolidated statements of comprehensive income and consolidated statements of equity. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Adopted in 2022 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 adopted prospectively, and there was no material effect on its consolidated financial statements. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. The Company adopted the ASU 2021-10 in the fourth quarter of 2022 and applied prospectively. The adoption of this standard did not have a material impact on the Company's consolidated financial statements and related disclosures. Recent Accounting Pronouncements Yet to be Adopted |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [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 consolidated balance sheet. (In thousands) 2022 2021 Balance at beginning of year $ 23,050 $ 13,852 Additions due to acquisition 11,108 — Revenue recognized that was included in the contract liability balance at the beginning of the period (30,667) (13,819) Increases due to cash received, excluding amounts recognized as revenue during the period 57,490 23,017 Contract liabilities included in asset held-for-sale (505) — Balance at end of year $ 60,476 $ 23,050 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CMC Materials | |
Business Acquisition | |
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 as originally reported and as of December 31, 2022: (In thousands) As of July 6, 2022 As of December 31, 2022 Cash and cash equivalents $ 280,636 $ 280,636 Accounts receivable and other current assets 206,887 205,395 Inventory 256,598 256,598 Property, plant and equipment 534,363 537,386 Identifiable intangible assets 1,727,119 1,729,019 Other noncurrent assets 44,149 39,741 Current liabilities (213,089) (211,046) Deferred tax liabilities and other noncurrent liabilities (448,550) (444,935) Net assets acquired 2,388,113 2,392,794 Goodwill 3,633,138 3,628,457 Total purchase price $ 6,021,251 $ 6,021,251 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The Company recognized the following provisional intangible assets as part of the acquisition of CMC Materials and finite lived assets will be amortized on a straight-line basis: (In thousands) Amount Weighted Developed technology $ 1,035,600 7.3 Trademarks and trade names 236,600 14.9 Customer relationships 414,800 18.7 In-process research and development (1) 31,100 Other 10,919 1.2 $ 1,729,019 11.1 |
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 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. Year Ended (In thousands) December 31, 2022 December 31, 2021 Net sales $ 3,920,850 $ 3,518,893 Net income (loss) 308,741 (161,756) Per share amounts: Net income (loss) per common share - basic $ 2.08 $ (1.09) Net income (loss) per common share - diluted $ 2.05 $ (1.09) |
Precision Microchemicals | |
Business Acquisition | |
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 [Table Text Block] | The Company recognized the following provisional finite-lived intangible assets as part of the acquisition of the Precision Microchemical 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) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheet that sum to the total of the same amounts shown in the consolidated statement of cash flows. (In thousands) December 31, 2022 December 31, 2021 Cash and cash equivalents $ 561,559 $ 402,565 Restricted cash 1,880 — Total cash, cash equivalents and restricted cash $ 563,439 $ 402,565 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | |
Disclosure of Long-Lived Assets Held-for-sale [Table Text Block] | Assets-held-for sale comprise the following as of December 31, 2022: (In thousands) Assets: December 31, 2022 Accounts Receivable $ 16,103 Inventory 29,331 Other current assets 633 Property, Plant and Equipment, net 108,036 Intangible assets, net 76,319 Goodwill 8,822 Other assets 7,287 Total assets-held-for sale $ 246,531 Liabilities: Accounts payable $ 4,185 Accrued expenses 5,029 Long-term liabilities 1,423 Total liabilities-held-for sale $ 10,637 |
Trade Accounts and Notes Rece_2
Trade Accounts and Notes Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | |
Trade Accounts and Notes Receivable | Trade accounts and notes receivable from customers at December 31, 2022 and 2021 consist of the following: (In thousands) 2022 2021 Accounts receivable $ 536,256 $ 347,111 Notes receivable 4,672 2,651 Total trade accounts and notes receivable 540,928 349,762 Less allowance for credit losses 5,443 2,349 Trade accounts and notes receivable, net $ 535,485 $ 347,413 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories at December 31, 2022 and 2021 consist of the following: (In thousands) 2022 2021 Raw materials $ 337,576 $ 191,986 Work-in-process 60,182 40,257 Finished goods (a) 415,057 242,970 Inventories, net $ 812,815 $ 475,213 (a) Includes consignment inventories held by customers of $46.2 million and $16.0 million at December 31, 2022 and 2021, respectively. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at December 31, 2022 and 2021 consists of the following: (In thousands) 2022 2021 Estimated Land $ 62,192 $ 24,000 Buildings and improvements 490,903 281,019 5-35 Manufacturing equipment 569,224 415,985 5-10 Canisters and cylinders 168,516 142,071 3-12 Molds 76,388 77,708 3-5 Office furniture and lab equipment 330,284 189,258 3-8 Construction in progress 465,923 177,161 Total property, plant and equipment 2,163,430 1,307,202 Less accumulated depreciation 770,093 653,104 Property, plant and equipment, net $ 1,393,337 $ 654,098 |
Depreciation Expense | The table below sets forth the depreciation expense for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Depreciation expense $ 135,371 $ 90,311 $ 83,430 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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 the years ended December 31, 2022 and 2021 is shown below: (In thousands) SCEM MC AMH APS Total December 31, 2020 $ 427,713 $ 247,154 $ 73,170 $ — $ 748,037 Addition due to acquisitions 42,819 — 932 — 43,751 Purchase accounting adjustments — — — — — Foreign currency translation 343 1,571 — — 1,914 December 31, 2021 470,875 248,725 74,102 — 793,702 Addition due to acquisition 210,122 — — 3,418,335 3,628,457 Purchase accounting adjustments 5 — — — 5 Goodwill reallocation (110,798) — — 110,798 — Goodwill included in assets held-for-sale (8,822) — — — (8,822) Foreign currency translation (54) (6,637) — 1,680 (5,011) December 31, 2022 $ 561,328 $ 242,088 $ 74,102 $ 3,530,813 $ 4,408,331 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Identifiable intangible assets at December 31, 2022 and 2021 consist of the following: 2022 (In thousands) Gross carrying Accumulated Net carrying Weighted Developed technology $ 1,302,101 $ 313,876 $ 988,225 7.3 Trademarks and trade names 250,473 29,565 220,908 14.3 Customer relationships 863,947 273,039 590,908 15.4 In-process research and development (1) 31,100 — 31,100 Other 31,206 20,392 10,814 4.3 $ 2,478,827 $ 636,872 $ 1,841,955 10.8 (1) Intangible assets acquired in a business combination that are in-process and used in research and development activities are considered indefinite-lived until the completion or abandonment of the research and development efforts. Once the research and development efforts are completed, we determine the useful life and begin amortizing the assets. 2021 (In thousands) Gross carrying Accumulated Net carrying Weighted Developed technology $ 293,982 $ 232,722 $ 61,260 7.2 Trademarks and trade names 33,553 20,340 13,213 10.6 Customer relationships 481,674 227,350 254,324 12.4 Other 20,505 14,189 6,316 6.6 $ 829,714 $ 494,601 $ 335,113 10.3 |
Amortization of Intangibles | The table below sets forth the amortization expense for finite-lived intangible assets for the years ended December 31, 2022, 2021, and 2020: (In thousands) 2022 2021 2020 Amortization expense $ 143,953 $ 47,856 $ 53,092 |
Estimated Future Amortization Expense | (In thousands) 2023 2024 2025 2026 2027 Thereafter Total Future amortization expense $ 230,469 211,437 204,917 203,373 199,859 791,900 $ 1,841,955 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | debt at December 31, 2022 and 2021 consists of the following: (In thousands) 2022 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 135,000 — Senior secured term loan facility due 2025 — 145,000 $ 5,925,000 $ 945,000 Unamortized discount and debt issuance costs 140,107 7,973 Total debt, net $ 5,784,893 $ 937,027 Less short-term debt, including current portion of long-term debt 151,965 — Total long-term debt, net $ 5,632,928 $ 937,027 |
Schedule of Maturities of Long-term Debt | Annual maturities of long-term debt, excluding unamortized discount and issuance costs, due as of December 31, 2022 are as follows: (In thousands) 2023 2024 2025 2026 2027 Thereafter Total Contractual debt obligation maturities* $ 153,713 24,950 24,950 24,950 24,950 5,671,487 $ 5,925,000 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following table presents financial instruments that we measure at fair value on a recurring basis: Fair Value Measurements at Reporting Date Using (In thousands) Level 1 Level 2 Level 3 Total Assets: 2022 2021 2022 2021 2022 2021 2022 2021 Cash and cash equivalents $ 561,559 $ 402,565 $ — $ — $ — $ — $ 561,559 $ 402,565 Restricted cash 1,880 — — — — — 1,880 — Derivative financial instruments - Interest rate swap - cash flow hedge — — 46,589 — — — 46,589 — Derivative financial instruments -Forward exchange contracts — — 726 — — — 726 — Total Assets $ 563,439 $ 402,565 $ 47,315 $ — $ — $ — $ 610,754 $ 402,565 Liabilities: Derivative financial instruments - Forward exchange contracts $ — $ — $ 193 $ — $ — $ — $ 193 $ — Total Liabilities $ — $ — $ 193 $ — $ — $ — $ 193 $ — |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The estimated fair value and carrying value of our debt as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Total debt, net $ 5,784,893 $ 5,428,900 $ 937,027 $ 952,500 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 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 notional amounts of our derivative instruments are as follows: (In thousands) December 31, 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 $ 3,995 $ — Foreign exchange contracts to sell U.S. dollars 26,255 — |
Fair Value, by Balance Sheet Grouping | The fair values of our derivative instruments included in the consolidated balance sheets are as follows: (In thousands) Derivative Assets Derivative Liabilities Consolidated Balance Sheet Location December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Derivatives designated as hedging instruments - Interest rate swap contract -cash flow hedge Other current assets $ 32,481 $ — $ — $ — Other assets - long-term 14,108 — — — Derivatives not designated as hedging instruments -Foreign exchange contracts Other current assets $ 726 $ — $ — $ — Other accrued liabilities — — 193 — |
Schedule of Other Operating Cost and Expense, by Component | The following table summarizes the effects of our derivative instruments on our consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020: (In thousands) Derivatives not designated as hedging instruments: Consolidated Statements of Operations Location 2022 2021 2020 Foreign exchange contracts Other expense, net $ (3,435) $ — $ — |
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 for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Derivatives designated as hedging instruments: Interest rate swap contract - Cash flow hedge $ 36,069 $ — $ — We expect approximately $32.5 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 December 31, 2022. |
Other Income (Expense), Net (Ta
Other Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | The table below sets forth the Other expense (income), net for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Loss (gain) on foreign currency remeasurement $ 23,034 $ 7,857 $ (9,751) Loss on extinguishment of debt and modification 3,287 23,338 2,378 Other, net (2,395) 500 717 Other expense (income), net $ 23,926 $ 31,695 $ (6,656) |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
operating leases balance sheet | As of December 31, 2022 and 2021, the Company’s operating lease components with initial or remaining terms in excess of one year were classified on the consolidated balance sheets as follows, together with certain supplemental balance sheet information: ( In thousands ) Classification 2022 2021 Assets Right-of-use assets Right-of-use assets $ 94,940 $ 66,563 Liabilities Short-term lease liability Other accrued liabilities 19,025 10,638 Long-term lease liability Long-term lease liability 80,716 60,101 Total lease liabilities $ 99,741 $ 70,739 Lease Term and Discount Rate Weighted average remaining lease term (years) 7.8 9.2 Weighted average discount rate 4.1 % 4.2 % |
Lease, Cost | Expense for leases less than 12 months for the year ended December 31, 2022, 2021 and 2020 were not material. The components of lease expense for the year ended December 31, 2022, 2021 and 2020 are as follows: ( In thousands ) 2022 2021 2020 Operating lease cost $ 17,997 $ 13,127 $ 13,576 |
Lease Operating Lease, Cash Flow Information | The Company combines the amortization of the right-of-use assets and the change in the operating lease liability in the same line item in the Statement of Cash Flows. Other information related to the Company’s operating leases for the year ended December 31, 2022, 2021 and 2020 are as follows: ( In thousands ) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from leases $ 14,916 $ 11,009 $ 10,806 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 23,598 $ 31,492 $ 5,133 |
Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments for noncancellable operating leases as of December 31, 2022, were as follows: (In thousands) 2022 One Year $ 22,817 Two Years 18,252 Three Years 13,990 Four Years 11,919 Five Years 10,455 Beyond Five Years 39,863 Total $ 117,296 Less: Interest 17,555 Present value of lease liabilities $ 99,741 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Asset Retirement Obligation [Abstract] | |
Schedule of Asset Retirement Obligations | Changes in the carrying amounts of the Company’s AROs for the years ended December 31, 2022 and 2021 are shown below: (In thousands) 2022 2021 Balance at beginning of year $ 17,494 $ 14,500 Liabilities assumed in acquisitions 12,531 — Liabilities settled (453) (78) Liabilities incurred 788 3,274 Accretion expense 213 166 Disposition (2,815) — Revision of estimate 277 (368) Balance at end of year $ 28,035 $ 17,494 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income (Loss) Before Income Taxes | Income before income taxes for the years ended December 31, 2022, 2021 and 2020 was derived from the following sources: (In thousands) 2022 2021 2020 Domestic $ (272,365) $ 137,145 $ 86,572 Foreign 519,445 341,931 267,715 Income before income tax expense $ 247,080 $ 479,076 $ 354,287 |
Components of Income Tax Expense | Income tax expense for the years ended December 31, 2022, 2021 and 2020 is summarized as follows: (In thousands) 2022 2021 2020 Current: Federal $ 39,216 $ 9,187 $ 8,107 State 4,077 2,939 1,151 Foreign 97,611 76,257 57,310 140,904 88,383 66,568 Deferred (net of valuation allowance): Federal (90,238) (11,726) (592) State (5,749) (498) (407) Foreign (6,757) (6,209) (6,251) (102,744) (18,433) (7,250) Income tax expense $ 38,160 $ 69,950 $ 59,318 |
Reconciliation of Income Tax Expense With Expected Amounts Based Upon Statutory Federal Tax Rates | Income tax expense differs from the expected amounts based upon the statutory federal tax rates for the years ended December 31, 2022, 2021 and 2020 as follows: (In thousands) 2022 2021 2020 Expected federal income tax at statutory rate $ 51,887 $ 100,606 $ 74,400 State income taxes before valuation allowance, net of federal tax effect (5,907) (1,333) (1,539) Effect of foreign source income (7,607) (15,862) (7,877) Tax contingencies 5,762 4,696 1,688 Valuation allowance 8,052 9,984 9,281 U.S. federal research credit (13,525) (8,469) (7,204) Equity compensation 5,290 (8,899) (8,231) Foreign derived intangible income (15,265) (6,496) (1,153) Legal entity restructuring capital loss — (5,079) — Acquisition related retention, severance, and transaction costs 8,924 — — Other items, net 549 802 (47) Income tax expense $ 38,160 $ 69,950 $ 59,318 |
Deferred Tax Assets And Deferred Tax Liabilities | The significant components of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2022 and 2021 are as follows: (In thousands) 2022 2021 Deferred tax assets attributable to: Accounts receivable $ 1,239 $ 397 Inventory 14,862 6,510 Accruals not currently deductible for tax purposes 25,787 19,636 Net operating loss and credit carryforwards 57,760 42,599 Capital loss carryforward 895 485 Equity compensation 15,249 2,630 Other, net 5,670 7,786 Gross deferred tax assets 121,462 80,043 Valuation allowance (48,047) (39,383) Total deferred tax assets 73,415 40,660 Deferred tax liabilities attributable to: Purchased intangible assets (364,979) (33,887) Depreciation and Amortization (2,719) (9,102) Total deferred tax liabilities (367,698) (42,989) Net deferred tax liabilities $ (294,283) $ (2,329) |
Reconciliations of Total Amount of Gross Unrecognized Tax Benefits | Reconciliations of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2022 and 2021 are as follows: (In thousands) 2022 2021 Gross unrecognized tax benefits at beginning of year $ 23,789 $ 17,395 Increase from acquisition 24,452 — Increase in tax positions from prior years 175 131 Decrease in tax positions from prior years (248) (69) Increases in tax positions for current year 13,577 8,476 Settlement of tax positions for current year (6,395) (286) Lapse in statute of limitations (1,872) (1,858) Gross unrecognized tax benefits at end of year $ 53,478 $ 23,789 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Option Activity | Stock option activity for the years ended December 31, 2022, 2021 and 2020 is summarized as follows: 2022 2021 2020 (Shares in thousands) Number of Weighted Number of Weighted Number of Weighted Options outstanding, beginning of year 657 $ 55.32 1,082 $ 33.38 1,575 $ 21.39 Granted 146 128.44 167 98.11 216 55.72 Assumed in CMC acquisition 1,178 55.80 — — — — Exercised (141) 40.00 (592) 27.32 (709) 13.60 Cancelled or forfeited (1) 61.42 — — — — Options outstanding, end of year 1,839 $ 62.59 657 $ 55.32 1,082 $ 33.38 Options exercisable, end of year 1,386 $ 54.53 111 $ 34.54 426 $ 24.99 |
Summary of Options Outstanding | Options outstanding under the Company’s stock plans at December 31, 2022 are summarized as follows: (Shares in thousands) Options outstanding Options exercisable Range of exercise prices Number Weighted Weighted- Number Weighted $— to $31.10 343 1.9 years $ 24.89 343 $ 24.89 $31.11 to $43.47 222 3.4 years 34.05 149 34.40 $43.48 to $55.72 260 3.7 years 53.83 151 52.47 $55.73 to $80.00 663 4.5 years 70.29 663 70.29 $80.01 to $128.44 351 5.6 years 109.43 80 92.50 1,839 4.0 years $ 62.59 1,386 $ 54.53 |
Weighted Average Assumptions Used In Valuation And Resulting Weighted Average Fair Value Per Option Granted | The fair value of each stock option grant was estimated at the date of grant using a Black-Scholes option pricing model. The following table presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option granted for the years ended December 31, 2022, 2021 and 2020: Employee stock options: 2022 2021 2020 Volatility 40.9 % 38.0 % 31.9 % Risk-free interest rate 1.5 % 0.4 % 1.4 % Dividend yield 0.3 % 0.3 % 0.6 % Expected life (years) 4.2 4.6 4.3 Weighted average fair value per option $ 43.47 $ 30.69 $ 14.83 |
Summary of Restricted Stock Activity | Restricted stock units are awards of common stock made under the Stock Plans that are subject to a risk of forfeiture if the awardee terminates employment with the Company prior to the lapse of the restrictions. The value of such restricted stock units is determined using the market price on the grant date. Compensation expense for restricted stock units is generally recognized using the straight-line single-option method. A summary of the Company’s restricted stock unit activity for the years ended December 31, 2022, 2021 and 2020 is presented in the following table: 2022 2021 2020 (Shares in thousands) Number Weighted Number Weighted Number Weighted Unvested, beginning of year 897 $ 62.69 1,083 $ 41.31 1,254 $ 27.48 Granted 366 117.82 293 101.04 437 57.46 Assumed in CMC acquisition 155 92.96 — — — — Vested (523) 64.77 (439) 35.58 (564) 23.48 Forfeited (51) 85.16 (40) 57.39 (44) 35.86 Unvested, end of year 844 90.37 897 62.69 1,083 41.31 |
Summary of Allocation of Share Based Compensation Expense | The following table summarizes the allocation of share-based compensation expense related to employee stock options, restricted stock awards, performance-based restricted stock awards and grants under the employee stock purchase plan for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Cost of sales $ 5,780 $ 3,844 $ 1,463 Engineering, research and development expenses 4,596 3,504 2,359 Selling, general and administrative expenses 56,201 22,536 19,098 Share-based compensation expense $ 66,577 $ 29,884 $ 22,920 Tax benefit 13,977 5,488 4,129 Share-based compensation expense, net of tax $ 52,600 $ 24,396 $ 18,791 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of Defined Benefit Plans Disclosures | Defined Benefit Plans The employees of the Company’s subsidiaries in Japan, Taiwan, South Korea, France and Germany are covered in defined benefit pension plans. As part of the CMC Materials acquisition in 2022, the Company assumed $10.1 million of projected benefit obligation. The Company uses a December 31 measurement date for its pension plans. A summary of these combined plans are: (In thousands) 2022 2021 Projected benefit obligation $ 15,253 $ 7,050 Fair value of plan assets 1,014 969 Plan assets less benefit obligation - net amount recognized (14,239) (6,081) Accumulated benefit obligation 12,151 5,995 |
Expected Contribution And Benefit Payments | The Company expects to make the following contributions and benefit payments: (In thousands) Payments 2023 $ 735 2024 779 2025 1,264 2026 1,127 2027 922 Years 2028-2032 5,940 |
Earning Per Share (EPS) (Tables
Earning Per Share (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconcilation of Share Amount Used in Computaion of Basic and Diluted Earnings Per Share | Basic EPS is computed by dividing net income by the weighted average number of shares of common stock outstanding during each period. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share: (In thousands) 2022 2021 2020 Basic earnings per share—Weighted common shares outstanding 142,294 135,411 134,837 Weighted common shares assumed upon exercise of options and vesting of restricted stock units 852 1,163 1,429 Diluted earnings per share—Weighted common shares outstanding 143,146 136,574 136,266 |
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 years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Shares excluded from calculations of diluted EPS 447 136 195 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 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: (In thousands) 2022 2021 2020 Net sales: SCEM $ 773,594 $ 625,670 $ 530,040 MC 1,105,996 919,363 742,186 AMH 846,492 704,946 538,682 APS 606,614 85,621 79,492 Inter-segment elimination (50,663) (36,707) (31,087) Total net sales $ 3,282,033 $ 2,298,893 $ 1,859,313 ( In thousands ) 2022 2021 2020 Segment profit: SCEM $ 122,287 $ 137,392 $ 99,474 MC 411,475 321,300 248,910 AMH 183,738 159,995 111,028 APS 96,902 30,415 28,495 Total segment profit $ 814,402 $ 649,102 $ 487,907 ( In thousands ) 2022 2021 2020 Total assets: SCEM $ 1,671,456 $ 971,678 $ 866,029 MC 1,161,636 946,336 819,602 AMH 801,591 598,547 437,322 APS 5,864,250 219,787 156,328 Corporate 639,924 455,548 638,415 Total assets $ 10,138,857 $ 3,191,896 $ 2,917,696 (In thousands) 2022 2021 2020 Depreciation and amortization: SCEM $ 76,550 $ 57,995 $ 62,770 MC 42,514 41,536 39,775 AMH 33,490 29,648 25,231 APS 126,770 8,988 8,647 Corporate — — 99 Total depreciation and amortization $ 279,324 $ 138,167 $ 136,522 (In thousands) 2022 2021 2020 Capital expenditures: SCEM $ 105,057 $ 68,058 $ 49,711 MC 178,800 69,120 40,656 AMH 136,061 67,096 36,107 APS 46,274 6,352 5,278 Total capital expenditures $ 466,192 $ 210,626 $ 131,752 |
Reconciliation of Total Segment Profit to Operating Income | The following table reconciles total segment profit to income before income taxes and equity in net loss of affiliate: (In thousands) 2022 2021 2020 Total segment profit $ 814,402 $ 649,102 $ 487,907 Less: Amortization of intangibles 143,953 47,856 53,092 Unallocated general and administrative expenses 190,468 49,478 39,370 Operating income $ 479,981 $ 551,768 395,445 Interest expense 212,669 41,240 48,600 Interest income (3,694) (243) (786) Other expense (income), net 23,926 31,695 (6,656) Income before income tax expense $ 247,080 $ 479,076 $ 354,287 |
Summary of Total Net Sales to External Customers | In the following tables, revenue is disaggregated by country or region based on the ship to location of the customer for the years ended December 31, 2022, 2021 and 2020: 2022 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 272,696 $ 158,627 $ 265,510 $ 149,489 $ (50,663) $ 795,659 Taiwan 111,921 305,899 151,663 90,644 — 660,127 South Korea 78,675 129,750 121,726 83,926 — 414,077 Japan 87,452 183,485 59,278 19,787 — 350,002 China 95,184 184,609 119,325 102,838 — 501,956 Europe 66,938 85,696 88,405 83,976 — 325,015 Southeast Asia 60,728 57,930 40,585 75,954 — 235,197 $ 773,594 $ 1,105,996 $ 846,492 $ 606,614 $ (50,663) $ 3,282,033 2021 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 191,717 $ 133,653 $ 219,853 $ 17,280 $ (36,707) $ 525,796 Taiwan 96,069 225,086 111,968 20,987 — 454,110 South Korea 76,270 114,211 105,493 21,298 — 317,272 Japan 86,442 161,569 51,267 3,325 — 302,603 China 91,272 164,471 97,157 11,519 — 364,419 Europe 43,703 70,011 89,121 6,433 — 209,268 Southeast Asia 40,197 50,362 30,087 4,779 — 125,425 $ 625,670 $ 919,363 $ 704,946 $ 85,621 $ (36,707) $ 2,298,893 2020 (In thousands) SCEM MC AMH APS Inter-segment Total North America $ 168,270 $ 144,015 $ 164,576 $ 20,739 $ (31,087) $ 466,513 Taiwan 85,406 171,201 94,339 21,259 — 372,205 South Korea 69,235 91,997 92,623 19,345 — 273,200 Japan 71,242 124,321 45,209 2,124 — 242,896 China 68,625 108,588 61,458 9,192 — 247,863 Europe 32,746 67,090 52,321 2,281 — 154,438 Southeast Asia 34,516 34,974 28,156 4,552 — 102,198 $ 530,040 $ 742,186 $ 538,682 $ 79,492 $ (31,087) $ 1,859,313 |
Summary of Property, Plant and Equipment Attributed to Significant Countries | The following table summarizes property, plant and equipment, net, attributed to significant countries for the years ended December 31, 2022, 2021 and 2020: (In thousands) 2022 2021 2020 Property, plant and equipment: North America $ 776,913 $ 417,549 $ 348,363 South Korea 84,253 58,725 55,404 Japan 104,282 56,357 41,044 Malaysia 46,703 29,443 32,727 China 253,285 32,133 29,528 Taiwan 31,592 58,444 17,050 Other 96,309 1,447 1,251 $ 1,393,337 $ 654,098 $ 525,367 |
Quarterly Information-Unaudit_2
Quarterly Information-Unaudited (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Selected Quarterly Financial Information [Abstract] | |
Quartely Information | Fiscal quarter ended (In thousands, except per share data) April 2, 2022 July 2, 2022 October 1, 2022 December 31, 2022 Net sales $ 649,646 $ 692,489 $ 993,828 $ 946,070 Gross profit 309,820 310,397 371,671 404,525 Net income (loss) 125,705 99,491 (73,703) 57,427 Basic net income (loss) per common share 0.93 0.73 (0.50) 0.39 Diluted net income (loss) per common share 0.92 0.73 (0.50) 0.38 Fiscal quarter ended (In thousands, except per share data) April 3, 2021 July 3, 2021 October 2, 2021 December 31, 2021 Net sales $ 512,844 $ 571,352 $ 579,493 $ 635,204 Gross profit 234,986 265,384 264,204 295,090 Net income 84,676 88,770 117,461 118,219 Basic net income per common share 0.63 0.66 0.87 0.87 Diluted net income per common share 0.62 0.65 0.86 0.87 |
Revenues Revenues - Contract Li
Revenues Revenues - Contract Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Balance at beginning of year | $ 23,050 | $ 13,852 |
Additions due to acquisition | 11,108 | 0 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | (30,667) | (13,819) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 57,490 | 23,017 |
Contract liabilities included in asset held-for-sale | (505) | 0 |
Balance at end of year | $ 60,476 | $ 23,050 |
CMC Acquisition (Details)
CMC Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Jul. 06, 2022 | Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Oct. 02, 2021 | Jul. 03, 2021 | Apr. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 14, 2021 | |
Business Acquisition | ||||||||||||||
Net sales | $ 946,070 | $ 993,828 | $ 692,489 | $ 649,646 | $ 635,204 | $ 579,493 | $ 571,352 | $ 512,844 | $ 3,282,033 | $ 2,298,893 | $ 1,859,313 | |||
Long-term Debt, Gross | 5,925,000 | 945,000 | $ 5,925,000 | 5,925,000 | 945,000 | |||||||||
Equity consideration on acquisition of CMC Materials, Inc. | 1,265,690 | 0 | 0 | |||||||||||
Total purchase price, net of cash acquired | 4,474,925 | 91,942 | 111,912 | |||||||||||
Goodwill | 4,408,331 | 793,702 | 4,408,331 | 4,408,331 | 793,702 | 748,037 | ||||||||
Income tax expense | 38,160 | 69,950 | 59,318 | |||||||||||
Business Acquisition, Pro Forma Revenue | 3,920,850 | 3,518,893 | ||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 308,741 | $ (161,756) | ||||||||||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 2.08 | $ (1.09) | ||||||||||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 2.05 | $ (1.09) | ||||||||||||
Repayments of Debt | $ 145,000 | |||||||||||||
Charge for fair value mark-up of acquired inventory sold | $ 61,900 | 61,900 | $ 61,932 | $ 428 | $ 590 | |||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 22.50% | |||||||||||||
Senior secured term loan facility due 2025 | ||||||||||||||
Business Acquisition | ||||||||||||||
Long-term Debt, Gross | 2,495,000 | 0 | 145,000 | 0 | $ 0 | 145,000 | ||||||||
Senior unsecured notes due 2030 | ||||||||||||||
Business Acquisition | ||||||||||||||
Long-term Debt, Gross | 895,000 | 895,000 | 0 | 895,000 | 895,000 | 0 | ||||||||
Senior unsecured notes due 2029 | ||||||||||||||
Business Acquisition | ||||||||||||||
Long-term Debt, Gross | 400,000 | 400,000 | 400,000 | 400,000 | 400,000 | |||||||||
Bridge Credit Facility due 2023 | ||||||||||||||
Business Acquisition | ||||||||||||||
Bridge Credit Facility due 2023 | 275,000 | 135,000 | 0 | 135,000 | 135,000 | 0 | ||||||||
Senior secured notes due 2029 | ||||||||||||||
Business Acquisition | ||||||||||||||
Long-term Debt, Gross | 1,600,000 | 1,600,000 | $ 0 | 1,600,000 | 1,600,000 | $ 0 | ||||||||
CMC Materials | ||||||||||||||
Business Acquisition | ||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed | 6,000,000 | |||||||||||||
Business Combination, Acquisition Related Costs | 39,500 | |||||||||||||
Net sales | 581,000 | |||||||||||||
Income (Loss) from Subsidiaries, Net of Tax | 75,800 | |||||||||||||
Total purchase price, net of cash acquired | $ 6,021,251 | 6,021,251 | 6,021,251 | 6,021,251 | $ 6,021,251 | |||||||||
Business Acquisition, Share Price | $ 133 | |||||||||||||
Cash paid to CMC Materials’ shareholders | 3,836,983 | |||||||||||||
Equity consideration on acquisition of CMC Materials, Inc. | 1,265,690 | |||||||||||||
Repayment of CMC Materials’ indebtedness | 918,578 | |||||||||||||
Less cash and cash equivalents acquired | 280,636 | |||||||||||||
Total purchase price, net of cash acquired | 5,740,615 | |||||||||||||
Cash and cash equivalents | $ 280,636 | 280,636 | 280,636 | 280,636 | ||||||||||
Accounts receivable and other current assets | 206,887 | 205,395 | 205,395 | 205,395 | ||||||||||
Inventories, net | 256,598 | 256,598 | 256,598 | 256,598 | ||||||||||
Property, plant and equipment | 534,363 | 537,386 | 537,386 | 537,386 | ||||||||||
Identifiable intangible assets | 1,727,119 | 1,729,019 | 1,729,019 | 1,729,019 | ||||||||||
Other noncurrent assets | 44,149 | 39,741 | 39,741 | 39,741 | ||||||||||
Current liabilities | (213,089) | (211,046) | (211,046) | (211,046) | ||||||||||
Deferred tax liabilities and noncurrent liabilities | (448,550) | (444,935) | (444,935) | (444,935) | ||||||||||
Net Assets Acquired | 2,388,113 | 2,392,794 | 2,392,794 | 2,392,794 | ||||||||||
Goodwill | $ 3,633,138 | 3,628,457 | 3,628,457 | 3,628,457 | ||||||||||
Inventory, Noncurrent, Fair Value Disclosure | 256,600 | 256,600 | 256,600 | |||||||||||
Property, Plant, and Equipment, Fair Value Disclosure | 537,400 | 537,400 | 537,400 | |||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years 1 month 6 days | |||||||||||||
Goodwill, Fair Value Disclosure | $ 3,628,500 | $ 3,628,500 | $ 3,628,500 | |||||||||||
CMC Materials | Developed Technology | ||||||||||||||
Business Acquisition | ||||||||||||||
Identifiable intangible assets | $ 1,035,600 | |||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years 3 months 18 days | |||||||||||||
CMC Materials | Trademarks and Trade names | ||||||||||||||
Business Acquisition | ||||||||||||||
Identifiable intangible assets | $ 236,600 | |||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 10 months 24 days | |||||||||||||
CMC Materials | Customer Relationships | ||||||||||||||
Business Acquisition | ||||||||||||||
Identifiable intangible assets | $ 414,800 | |||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 8 months 12 days | |||||||||||||
CMC Materials | In Process Research and Development | ||||||||||||||
Business Acquisition | ||||||||||||||
Identifiable intangible assets | $ 31,100 | |||||||||||||
CMC Materials | Other | ||||||||||||||
Business Acquisition | ||||||||||||||
Identifiable intangible assets | $ 10,919 | |||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 2 months 12 days |
Acquisition - Precision Microch
Acquisition - Precision Microchemicals (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 02, 2022 | |
Business Acquisition | |||||
Total purchase price, net of cash acquired | $ 4,474,925 | $ 91,942 | $ 111,912 | ||
Goodwill | $ 4,408,331 | 793,702 | $ 748,037 | ||
Precision Microchemicals | |||||
Business Acquisition | |||||
Date of acquisition | Nov. 30, 2021 | ||||
Acquisition costs | 200 | ||||
Total purchase price, net of cash acquired | $ 89,700 | ||||
Identifiable intangible assets | 44,910 | $ 44,910 | |||
Inventories, net | 967 | 967 | |||
Other current assets | 19 | 19 | |||
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 | $ 42,800 | 42,824 | ||
Total purchase price, net of cash acquired | $ 89,692 | $ 89,710 | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 1 month 6 days | ||||
Precision Microchemicals | Developed Technology | |||||
Business Acquisition | |||||
Identifiable intangible assets | $ 9,600 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | ||||
Precision Microchemicals | Trademarks and Trade names | |||||
Business Acquisition | |||||
Identifiable intangible assets | $ 3,400 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||||
Precision Microchemicals | Customer Relationships | |||||
Business Acquisition | |||||
Identifiable intangible assets | $ 31,800 | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years 6 months | ||||
Precision Microchemicals | Other | |||||
Business Acquisition | |||||
Identifiable intangible assets | $ 110 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 561,559 | $ 402,565 | $ 580,893 | $ 351,911 |
Restricted cash | 1,880 | 0 | ||
Total cash, cash equivalents and restricted cash | $ 563,439 | $ 402,565 | $ 580,893 |
Assets Held For Sale (Details)
Assets Held For Sale (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Assets Held-for-sale, Not Part of Disposal Group [Abstract] | ||
Income (Loss) from Individually Significant Component Disposed of or Held-for-sale, Excluding Discontinued Operations, before Income Tax | $ 4,800 | |
Accounts Receivable | 16,103 | |
Inventory | 29,331 | |
Other current assets | 633 | |
Property, Plant and Equipment, net | 108,036 | |
Intangible assets, net | 76,319 | |
Goodwill | 8,822 | |
Other assets | 7,287 | |
Total assets-held-for sale | 246,531 | |
Accounts payable | 4,185 | |
Accrued expenses | 5,029 | |
Long-term liabilities | 1,423 | |
Total liabilities-held-for sale | $ 10,637 | $ 0 |
Trade Accounts and Notes Rece_3
Trade Accounts and Notes Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | ||
Accounts receivable | $ 536,256 | $ 347,111 |
Notes receivable | 4,672 | 2,651 |
Total trade accounts and notes receivable | 540,928 | 349,762 |
Less allowance for doubtful accounts | 5,443 | 2,349 |
Trade accounts and notes receivable, net | $ 535,485 | $ 347,413 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Net | |||
Raw materials | $ 337,576 | $ 191,986 | |
Work-in-process | 60,182 | 40,257 | |
Finished goods | [1] | 415,057 | 242,970 |
Total inventories | $ 812,815 | $ 475,213 | |
[1] (a) Includes consignment inventories held by customers of $46.2 million and $16.0 million at December 31, 2022 and 2021, respectively. |
Inventories Inventories - Addit
Inventories Inventories - Additional Detail (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Consignment inventory held by customers | $ 46.2 | $ 16 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment | |||
Land | $ 62,192 | $ 24,000 | |
Buildings and improvements | 490,903 | 281,019 | |
Manufacturing equipment | 569,224 | 415,985 | |
Canisters and cylinders | 168,516 | 142,071 | |
Molds | 76,388 | 77,708 | |
Office furniture and equipment | 330,284 | 189,258 | |
Construction in progress | 465,923 | 177,161 | |
Total property, plant and equipment | 2,163,430 | 1,307,202 | |
Less accumulated depreciation | 770,093 | 653,104 | |
Property, plant and equipment, net | $ 1,393,337 | $ 654,098 | $ 525,367 |
Minimum | Building and Building Improvements | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 5 years | 5 years | |
Minimum | Manufacturing Equipment | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 5 years | 5 years | |
Minimum | Canisters and cylinders | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 3 years | 3 years | |
Minimum | Molds | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 3 years | 3 years | |
Minimum | Office Furniture and Equipment | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 3 years | 3 years | |
Maximum | Building and Building Improvements | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 35 years | 35 years | |
Maximum | Manufacturing Equipment | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 10 years | 10 years | |
Maximum | Canisters and cylinders | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 12 years | 12 years | |
Maximum | Molds | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 5 years | 5 years | |
Maximum | Office Furniture and Equipment | |||
Property, Plant and Equipment | |||
Estimated useful lives in years | 8 years | 8 years |
Property, Plant and Equipment P
Property, Plant and Equipment Property, Plant and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 135,371 | $ 90,311 | $ 83,430 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill | |||
Goodwill | $ 4,408,331 | $ 793,702 | $ 748,037 |
Addition due to acquisition | 3,628,457 | 43,751 | |
Purchase accounting adjustments | 5 | 0 | |
Goodwill, Transfers | 0 | ||
Assets Held-for-sale, Long-Lived, Fair Value Disclosure | (8,822) | ||
Foreign currency translation | (5,011) | 1,914 | |
SCEM | |||
Goodwill | |||
Goodwill | 561,328 | 470,875 | 427,713 |
Addition due to acquisition | 210,122 | 42,819 | |
Purchase accounting adjustments | 5 | 0 | |
Goodwill, Transfers | (110,798) | ||
Assets Held-for-sale, Long-Lived, Fair Value Disclosure | (8,822) | ||
Foreign currency translation | (54) | 343 | |
MC | |||
Goodwill | |||
Goodwill | 242,088 | 248,725 | 247,154 |
Addition due to acquisition | 0 | 0 | |
Purchase accounting adjustments | 0 | 0 | |
Goodwill, Transfers | 0 | ||
Assets Held-for-sale, Long-Lived, Fair Value Disclosure | 0 | ||
Foreign currency translation | (6,637) | 1,571 | |
AMH | |||
Goodwill | |||
Goodwill | 74,102 | 74,102 | 73,170 |
Addition due to acquisition | 0 | 932 | |
Purchase accounting adjustments | 0 | 0 | |
Goodwill, Transfers | 0 | ||
Assets Held-for-sale, Long-Lived, Fair Value Disclosure | 0 | ||
Foreign currency translation | 0 | 0 | |
APS | |||
Goodwill | |||
Goodwill | 3,530,813 | 0 | $ 0 |
Addition due to acquisition | 3,418,335 | 0 | |
Purchase accounting adjustments | 0 | 0 | |
Goodwill, Transfers | 110,798 | ||
Assets Held-for-sale, Long-Lived, Fair Value Disclosure | 0 | ||
Foreign currency translation | $ 1,680 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Goodwill additional (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 4,408,331 | $ 793,702 | $ 748,037 |
Goodwill, Period Increase | $ 3,614,600 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 2,478,827 | $ 829,714 |
Accumulated amortization | 636,872 | 494,601 |
Net carrying value | $ 1,841,955 | $ 335,113 |
Weighted average life in years | 10 years 9 months 18 days | 10 years 3 months 18 days |
Developed Technology | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 1,302,101 | $ 293,982 |
Accumulated amortization | 313,876 | 232,722 |
Net carrying value | $ 988,225 | $ 61,260 |
Weighted average life in years | 7 years 3 months 18 days | 7 years 2 months 12 days |
Trademarks and Trade names | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 250,473 | $ 33,553 |
Accumulated amortization | 29,565 | 20,340 |
Net carrying value | $ 220,908 | $ 13,213 |
Weighted average life in years | 14 years 3 months 18 days | 10 years 7 months 6 days |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 863,947 | $ 481,674 |
Accumulated amortization | 273,039 | 227,350 |
Net carrying value | $ 590,908 | $ 254,324 |
Weighted average life in years | 15 years 4 months 24 days | 12 years 4 months 24 days |
Other | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 31,206 | $ 20,505 |
Accumulated amortization | 20,392 | 14,189 |
Net carrying value | $ 10,814 | $ 6,316 |
Weighted average life in years | 4 years 3 months 18 days | 6 years 7 months 6 days |
In Process Research and Development | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 31,100 | |
Accumulated amortization | 0 | |
Net carrying value | $ 31,100 |
Amortization Expense (Detail)
Amortization Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 143,953 | $ 47,856 | $ 53,092 |
Estimated Future Amortization E
Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 230,469 | |
2024 | 211,437 | |
2025 | 204,917 | |
2026 | 203,373 | |
2027 | 199,859 | |
Thereafter | 791,900 | |
Intangible assets, net | $ 1,841,955 | $ 335,113 |
Debt Summary Table (Details)
Debt Summary Table (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jul. 06, 2022 | Dec. 31, 2021 | |
Debt Instrument | |||
Long-term Debt, Gross | $ 5,925,000 | $ 945,000 | |
Unamortized discount and debt issuance costs | 140,107 | 7,973 | |
Total debt, net | 5,784,893 | 937,027 | |
Less short-term debt, including current portion of long-term debt | 151,965 | 0 | |
Total long-term debt, net | 5,632,928 | 937,027 | |
Senior secured term loan facility due 2029 | |||
Debt Instrument | |||
Long-term Debt, Gross | 2,495,000 | 0 | |
Senior secured notes due 2029 | |||
Debt Instrument | |||
Long-term Debt, Gross | 1,600,000 | $ 1,600,000 | 0 |
Senior unsecured notes due 2030 | |||
Debt Instrument | |||
Long-term Debt, Gross | 895,000 | 895,000 | 0 |
Senior unsecured notes due 2029 | |||
Debt Instrument | |||
Long-term Debt, Gross | 400,000 | 400,000 | |
Senior unsecured notes due 2028 | |||
Debt Instrument | |||
Long-term Debt, Gross | 400,000 | 400,000 | |
Senior secured term loan facility due 2025 | |||
Debt Instrument | |||
Long-term Debt, Gross | 0 | 2,495,000 | 145,000 |
Payments for Loans | 145,000 | ||
Bridge Credit Facility due 2023 | |||
Debt Instrument | |||
Bridge Credit Facility due 2023 | 135,000 | $ 275,000 | $ 0 |
Payments for Loans | $ 140,000 |
Debt - Maturity Schedule (Detai
Debt - Maturity Schedule (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2023 | $ 153,713 | |
2024 | 24,950 | |
2025 | 24,950 | |
2026 | 24,950 | |
2027 | 24,950 | |
Thereafter | 5,671,487 | |
Long-term Debt, Gross | $ 5,925,000 | $ 945,000 |
CMC Materials Acquistion Financ
CMC Materials Acquistion Financing Debt (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 06, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument | ||||
Total long-term debt | $ 5,784,893 | $ 937,027 | ||
Long-term Debt, Gross | 5,925,000 | 945,000 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 575,000 | |||
Line of Credit Facility, Expiration Date | Jul. 06, 2027 | |||
Ticking Fee | 12,000 | |||
Loss on extinguishment of debt and modification | (3,287) | (23,338) | $ (2,378) | |
Senior secured term loan facility due 2025 | ||||
Debt Instrument | ||||
Long-term Debt, Gross | $ 2,495,000 | $ 0 | 145,000 | |
Term Loan Rate | 3% | 7.50% | ||
Debt Instrument, Description of Variable Rate Basis | 2.00 | |||
Loss on extinguishment of debt and modification | $ 900 | |||
Payments for Loans | $ 145,000 | |||
Bridge Credit Facility due 2023 | ||||
Debt Instrument | ||||
Term Loan Rate | 4.55% | 8.90% | ||
Bridge Credit Facility due 2023 | $ 275,000 | $ 135,000 | $ 0 | |
Debt Instrument, Description of Variable Rate Basis | 3.55 | |||
Loan Fee percent | 0.25% | |||
Debt Issuance Costs, Net | 6,900 | |||
Loss on extinguishment of debt and modification | 2,100 | |||
Payments for Loans | $ 140,000 | |||
Revolving Credit Facility | ||||
Debt Instrument | ||||
Term Loan Rate | 1.75% | |||
Debt Instrument, Description of Variable Rate Basis | 0.75 | |||
Unreimbursed letter of credit percentage | 35% | |||
Debt Instrument, Covenant Description | 5.20:1.00 | |||
CMC Materials | Debt | ||||
Debt Instrument | ||||
Total long-term debt | $ 3,100,000 |
Debt - 2029 and 2030 Notes (Det
Debt - 2029 and 2030 Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 06, 2022 | |
Debt Instrument | ||||
Long-term Debt, Gross | $ 5,925,000 | $ 945,000 | ||
Debt Instrument, Covenant Compliance | The Company was in compliance with these covenants at December 31, 2022. | |||
Event of default percentage | 25% | |||
Payments of Debt Issuance Costs | $ 99,488 | 5,069 | $ 3,964 | |
Loss on extinguishment of debt and modification | (3,287) | (23,338) | $ (2,378) | |
Senior secured notes due 2029 | ||||
Debt Instrument | ||||
Long-term Debt, Gross | $ 1,600,000 | 0 | $ 1,600,000 | |
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 [Member] | ||||
Debt Instrument | ||||
Debt Instrument, Interest Rate, Stated Percentage | 40% | |||
Senior unsecured notes due 2030 | ||||
Debt Instrument | ||||
Long-term Debt, Gross | $ 895,000 | $ 0 | $ 895,000 | |
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 (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Total Assets | $ 10,138,857 | $ 3,191,896 | $ 2,917,696 |
Long-term Debt, Fair Value | 5,428,900 | 952,500 | |
Total long-term debt | 5,784,893 | 937,027 | |
Fair Value, Inputs, Level 1 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents | 561,559 | 402,565 | |
Restricted cash | 1,880 | 0 | |
Derivative financial instruments - Interest rate swap - cash flow hedge | $ 0 | $ 0 | |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | |||
Total Assets | $ 563,439 | $ 402,565 | |
Derivative financial instruments - Forward exchange contracts | |||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | |||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents | $ 0 | $ 0 | |
Restricted cash | 0 | 0 | |
Derivative financial instruments - Interest rate swap - cash flow hedge | $ 46,589 | $ 0 | |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | |||
Derivative financial instruments -Forward exchange contracts | $ 0 | ||
Total Assets | $ 47,315 | $ 0 | |
Derivative financial instruments - Forward exchange contracts | |||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | |||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents | $ 0 | $ 0 | |
Restricted cash | 0 | 0 | |
Derivative financial instruments - Interest rate swap - cash flow hedge | $ 0 | $ 0 | |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | |||
Total Assets | $ 0 | $ 0 | |
Derivative financial instruments - Forward exchange contracts | |||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | |||
Fair Value, Inputs, Level 1, Level 2, and Level 3 [Member] | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Cash and cash equivalents | $ 561,559 | $ 402,565 | |
Restricted cash | 1,880 | 0 | |
Derivative financial instruments - Interest rate swap - cash flow hedge | $ 46,589 | $ 0 | |
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | |||
Total Assets | $ 610,754 | $ 402,565 | |
Derivative financial instruments - Forward exchange contracts | |||
Derivative Liability, Statement of Financial Position [Extensible Enumeration] |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative, Notional Amount | $ 1,950,000 | $ 0 | |
Derivative [Line Items] | |||
Derivative, Notional Amount | 1,950,000 | 0 | |
Interest rate swap - cash flow hedge, net of tax expense of $10,520 | 36,069 | 0 | $ 0 |
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimated Net Amount to be Transferred | 32,500 | ||
Foreign Exchange Contract | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Unrealized Gain (Loss) on Derivatives | (3,435) | 0 | $ 0 |
Foreign Exchange Contract | Not Designated as Hedging Instrument | Other Current Assets | |||
Derivative [Line Items] | |||
Derivative Asset | 726 | 0 | |
Total Liabilities | 0 | 0 | |
Foreign Exchange Contract | Not Designated as Hedging Instrument | Short-term lease liability | |||
Derivative [Line Items] | |||
Derivative Asset | 0 | 0 | |
Total Liabilities | 193 | 0 | |
Foreign Exchange Contract | Not Designated as Hedging Instrument | Long | |||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative, Notional Amount | 3,995 | 0 | |
Derivative [Line Items] | |||
Derivative, Notional Amount | 3,995 | 0 | |
Foreign Exchange Contract | Not Designated as Hedging Instrument | Short | |||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative, Notional Amount | 26,255 | 0 | |
Derivative [Line Items] | |||
Derivative, Notional Amount | 26,255 | 0 | |
Interest Rate Swap | Designated as Hedging Instrument | Other Current Assets | |||
Derivative [Line Items] | |||
Derivative Asset | 32,481 | 0 | |
Total Liabilities | 0 | 0 | |
Interest Rate Swap | Designated as Hedging Instrument | Other Noncurrent Assets | |||
Derivative [Line Items] | |||
Derivative Asset | 14,108 | 0 | |
Total Liabilities | $ 0 | $ 0 |
Other Income (Expense), Net (De
Other Income (Expense), Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
Loss (gain) on foreign currency remeasurement | $ 23,034 | $ 7,857 | $ (9,751) |
Loss on extinguishment of debt and modification | 3,287 | 23,338 | 2,378 |
Other, net | (2,395) | (500) | (717) |
Other expense (income), net | $ 23,926 | $ 31,695 | $ (6,656) |
Leases - Lease Balances (Detail
Leases - Lease Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets | $ 94,940 | $ 66,563 |
Long-term lease liabilities | 80,716 | 60,101 |
Present value of lease liabilities | $ 99,741 | $ 70,739 |
Operating leases | 7 years 9 months 18 days | 9 years 2 months 12 days |
Weighted average discount rate | 4.10% | 4.20% |
Lease renewal options | 10 years | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Right-of-use assets | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term lease liabilities | |
Short-term lease liability | ||
Lessee, Lease, Description [Line Items] | ||
Short-term lease liability | $ 19,025 | $ 10,638 |
Lease Commitments Leases - Comp
Lease Commitments Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating Lease, Cost | $ 17,997 | $ 13,127 | $ 13,576 |
Lease Commitments Leases - Othe
Lease Commitments Leases - Other Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Lease renewal options | 10 years | ||
Lease terminate option | options to terminate the leases within 1 year | ||
Operating cash flows from leases | $ 14,916 | $ 11,009 | $ 10,806 |
Right-of-Use Asset obtained | $ 23,598 | $ 31,492 | $ 5,133 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lease term | 19 years |
Lease - Future Minimum Lease Pa
Lease - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
One Year | $ 22,817 | |
Two Years | 18,252 | |
Three Years | 13,990 | |
Four Years | 11,919 | |
Five Years | 10,455 | |
Beyond Five Years | 39,863 | |
Total | 117,296 | |
Less: Interest | 17,555 | |
Present value of lease liabilities | $ 99,741 | $ 70,739 |
Asset Retirement Obligations (D
Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligation [Abstract] | ||
Balance at beginning of year | $ 17,494 | $ 14,500 |
Liabilities assumed in acquisitions | 12,531 | 0 |
Liabilities settled | (453) | (78) |
Liabilities incurred | 788 | 3,274 |
Accretion expense | 213 | 166 |
Disposition | (2,815) | 0 |
Revision of estimate | 277 | (368) |
Balance at end of year | $ 28,035 | $ 17,494 |
Income Taxes - Income Before In
Income Taxes - Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (272,365) | $ 137,145 | $ 86,572 |
Foreign | 519,445 | 341,931 | 267,715 |
Income before income tax expense | $ 247,080 | $ 479,076 | $ 354,287 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Current, Federal | $ 39,216 | $ 9,187 | $ 8,107 |
Current, State | 4,077 | 2,939 | 1,151 |
Current, Foreign | 97,611 | 76,257 | 57,310 |
Current, Total | 140,904 | 88,383 | 66,568 |
Deferred (net of valuation allowance), Federal | (90,238) | (11,726) | (592) |
Deferred (net of valuation allowance), State | (5,749) | (498) | (407) |
Deferred (net of valuation allowance), Foreign | (6,757) | (6,209) | (6,251) |
Deferred Income Tax Expense (Benefit) | (102,744) | (18,433) | (7,250) |
Income tax expense | $ 38,160 | $ 69,950 | $ 59,318 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense With Expected Amounts Based Upon Statutory Federal Tax Rates (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Expected federal income tax at statutory rate | $ 51,887 | $ 100,606 | $ 74,400 |
State income taxes before valuation allowance, net of federal tax effect | (5,907) | (1,333) | (1,539) |
Effect of foreign source income | (7,607) | (15,862) | (7,877) |
Tax contingencies | 5,762 | 4,696 | 1,688 |
Valuation allowance | 8,052 | 9,984 | 9,281 |
U.S. federal research credit | (13,525) | (8,469) | (7,204) |
Equity compensation | 5,290 | (8,899) | (8,231) |
Foreign derived intangible income | (15,265) | (6,496) | (1,153) |
Legal entity restructuring capital loss | 0 | (5,079) | 0 |
Acquisition related retention, severance, and transaction costs | 8,924 | 0 | 0 |
Other items, net | 549 | 802 | (47) |
Income tax expense | $ 38,160 | $ 69,950 | $ 59,318 |
Income Taxes - Singapore subsid
Income Taxes - Singapore subsidiary commitments (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax [Line Items] | |||
Undistributed Earnings of Foreign Subsidiaries | $ 115,900 | ||
withholding tax | 13,300 | ||
Inland Revenue, Singapore (IRAS) [Member] | |||
Income Tax [Line Items] | |||
Income tax benefit estimate attributable to the tax status of subsidiary | $ 24,800 | $ 13,900 | $ 9,400 |
Income tax expense benefit per diluted share | $ 0.17 | $ 0.10 | $ 0.07 |
additional effective tax rate benefit | $ 14,200 | $ 8,000 | $ 5,400 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Accounts receivable | $ 1,239 | $ 397 |
Inventory | 14,862 | 6,510 |
Accruals not currently deductible for tax purposes | 25,787 | 19,636 |
Net operating loss and credit carryforwards | 57,760 | 42,599 |
Capital loss carryforward | 895 | 485 |
Equity compensation | 15,249 | 2,630 |
Other, net | 5,670 | 7,786 |
Gross deferred tax assets | 121,462 | 80,043 |
Valuation allowance | (48,047) | (39,383) |
Total deferred tax assets | 73,415 | 40,660 |
Purchased intangible assets | (364,979) | (33,887) |
Depreciation | (2,719) | (9,102) |
Gross deferred tax liabilities | (367,698) | (42,989) |
Total deferred tax liabilities | $ (294,283) | $ (2,329) |
Income Taxes Income Taxes - Def
Income Taxes Income Taxes - Deferred tax additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Line Items] | ||
Deferred Tax Liabilities, Net | $ 294,283 | $ 2,329 |
Deferred Tax Assets, Valuation Allowance | 48,047 | 39,383 |
Domestic Tax Authority | ||
Income Taxes [Line Items] | ||
Deferred Tax Liabilities, Net | 298,500 | |
Deferred Tax Assets, Valuation Allowance | $ 18,500 | 16,100 |
Operating Loss Carryforwards, Expiration Date | Jan. 01, 2022 | |
Deferred Tax Assets, Net | 3,000 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 18,300 | |
Foreign Tax Authority | ||
Income Taxes [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $ 29,500 | 23,300 |
Operating Loss Carryforwards, Expiration Date | Jan. 01, 2023 | |
Deferred Tax Assets, Operating Loss Carryforwards, Foreign | $ 82,700 | |
Deferred Tax Assets, Net | $ 52,300 | $ 34,000 |
Income Taxes - Reconciliations
Income Taxes - Reconciliations of Total Amount of Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Gross unrecognized tax benefits at beginning of year | $ 23,789 | $ 17,395 |
Increase in tax positions for prior years | 175 | 131 |
Increase in tax positions from prior years | (248) | (69) |
Increases in tax positions for current year | 13,577 | 8,476 |
Increases in tax positions for current year | (6,395) | (286) |
Lapse in statute of limitations | (1,872) | (1,858) |
Gross unrecognized tax benefits at end of year | 53,478 | 23,789 |
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $ 24,452 | $ 0 |
Income Taxes Income Tax - Unrec
Income Taxes Income Tax - Unrecognized tax benefits additional information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | $ 42,300 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 4,200 | $ 5,900 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | 2,000 | $ 1,000 | $ 900 |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 2,600 | ||
Undistributed Earnings of Foreign Subsidiaries | 115,900 | ||
withholding tax | $ 13,300 | ||
Domestic Tax Authority | |||
Income Taxes [Line Items] | |||
Open Tax Year | 2018 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Open Tax Year | 2018 | ||
Foreign Tax Authority | |||
Income Taxes [Line Items] | |||
Open Tax Year | 2016 |
Equity - Summary of Option Acti
Equity - Summary of Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares | |||
Number of shares, Options outstanding, beginning of year | 657 | 1,082 | 1,575 |
Number of shares, Granted | 146 | 167 | 216 |
Assumed in CMC acquisition Award, Options | 1,178 | 0 | 0 |
Number of shares, Exercised | (141) | (592) | (709) |
Number of shares, Expired or Forfeited | (1) | 0 | 0 |
Number of shares, Options outstanding, end of year | 1,839 | 657 | 1,082 |
Number of shares, Options exercisable, end of year | 1,386 | 111 | 426 |
Weighted average exercise price | |||
Weighted average exercise price, Options outstanding, beginning of year | $ 55.32 | $ 33.38 | $ 21.39 |
Weighted average exercise price, Granted | 128.44 | 98.11 | 55.72 |
Weighted Average Exercise Price, Options assumed in acquisition. | 55.80 | 0 | 0 |
Weighted average exercise price, Exercised | 40 | 27.32 | 13.60 |
Weighted average exercise price, Expired or Forfeited | 61.42 | 0 | 0 |
Weighted average exercise price, Options outstanding, end of year | 62.59 | 55.32 | 33.38 |
Weighted average exercise price, Options exercisable, end of year | $ 54.53 | $ 34.54 | $ 24.99 |
Stock Repurchased and Retired During Period, Value | $ 0 | $ (67,109) | $ (44,563) |
Equity - Summary of Options Out
Equity - Summary of Options Outstanding (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | |
Number of Options outstanding | shares | 1,839 |
Options outstanding, Weighted average remaining life in years | 4 years |
Options outstanding, Weighted-average exercise price | $ 62.59 |
Number of Options exercisable | shares | 1,386 |
Options exercisable, Weighted average exercise price | $ 54.53 |
$— to $31.10 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | |
Range of exercise prices, minimum | 0 |
Range of exercise prices, maximum | $ 31.10 |
Number of Options outstanding | shares | 343 |
Options outstanding, Weighted average remaining life in years | 1 year 10 months 24 days |
Options outstanding, Weighted-average exercise price | $ 24.89 |
Number of Options exercisable | shares | 343 |
Options exercisable, Weighted average exercise price | $ 24.89 |
$31.11 to $43.47 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | |
Range of exercise prices, minimum | 31.11 |
Range of exercise prices, maximum | $ 43.47 |
Number of Options outstanding | shares | 222 |
Options outstanding, Weighted average remaining life in years | 3 years 4 months 24 days |
Options outstanding, Weighted-average exercise price | $ 34.05 |
Number of Options exercisable | shares | 149 |
Options exercisable, Weighted average exercise price | $ 34.40 |
$43.48 to $55.72 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | |
Range of exercise prices, minimum | 43.48 |
Range of exercise prices, maximum | $ 55.72 |
Number of Options outstanding | shares | 260 |
Options outstanding, Weighted average remaining life in years | 3 years 8 months 12 days |
Options outstanding, Weighted-average exercise price | $ 53.83 |
Number of Options exercisable | shares | 151 |
Options exercisable, Weighted average exercise price | $ 52.47 |
$55.73 to $80.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | |
Range of exercise prices, minimum | 55.73 |
Range of exercise prices, maximum | $ 80 |
Number of Options outstanding | shares | 663 |
Options outstanding, Weighted average remaining life in years | 4 years 6 months |
Options outstanding, Weighted-average exercise price | $ 70.29 |
Number of Options exercisable | shares | 663 |
Options exercisable, Weighted average exercise price | $ 70.29 |
$80.01 to $128.44 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range | |
Range of exercise prices, minimum | 80.01 |
Range of exercise prices, maximum | $ 128.44 |
Number of Options outstanding | shares | 351 |
Options outstanding, Weighted average remaining life in years | 5 years 7 months 6 days |
Options outstanding, Weighted-average exercise price | $ 109.43 |
Number of Options exercisable | shares | 80 |
Options exercisable, Weighted average exercise price | $ 92.50 |
Equity - Weighted Average Assum
Equity - Weighted Average Assumptions Used in Valuation (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity [Abstract] | |||
Volatility | 40.90% | 38% | 31.90% |
Risk-free interest rate | 1.50% | 0.40% | 1.40% |
Dividend yield | 0.30% | 0.30% | 0.60% |
Expected life (years) | 4 years 2 months 12 days | 4 years 7 months 6 days | 4 years 3 months 18 days |
Weighted average fair value per option | $ 43.47 | $ 30.69 | $ 14.83 |
Summary of Restricted Stock Act
Summary of Restricted Stock Activity (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of shares | |||
Number of shares, Unvested, beginning of year | 897 | 1,083 | 1,254 |
Number of shares, Granted | 366 | 293 | 437 |
Assumed in CMC acquisition Restricted Stock Units | 155 | 0 | 0 |
Number of shares, Vested | (523) | (439) | (564) |
Number of shares, Forfeited | (51) | (40) | (44) |
Number of shares, Unvested, end of year | 844 | 897 | 1,083 |
Weighted average grant date fair value, Unvested | |||
Weighted average grant date fair value, Unvested, beginning of year | $ 62.69 | $ 41.31 | $ 27.48 |
Weighted average grant date fair value, Granted | 117.82 | 101.04 | 57.46 |
Weighted average grant date fair value, Restricted stock units assumed in acquisition. | 92.96 | 0 | 0 |
Weighted average grant date fair value, Vested | 64.77 | 35.58 | 23.48 |
Weighted average grant date fair value, Forfeited | 85.16 | 57.39 | 35.86 |
Weighted average grant date fair value, Unvested, end of year | $ 90.37 | $ 62.69 | $ 41.31 |
Summary of Allocation of Share
Summary of Allocation of Share Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 66,577 | $ 29,884 | $ 22,920 |
Share-based Payment Arrangement, Expense, Tax Benefit | 13,977 | 5,488 | 4,129 |
Share-based compensation expense, net of tax | 52,600 | 24,396 | 18,791 |
Cost of Sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 5,780 | 3,844 | 1,463 |
Engineering, Research and Development Expense | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 4,596 | 3,504 | 2,359 |
Selling, General And Administrative Expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $ 56,201 | $ 22,536 | $ 19,098 |
Equity - Additional Information
Equity - Additional Information (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||
Apr. 01, 2023 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Oct. 01, 2022 $ / shares | Jul. 02, 2022 $ / shares | Apr. 02, 2022 $ / shares | Dec. 31, 2021 USD ($) $ / shares shares | Oct. 02, 2021 $ / shares | Jul. 03, 2021 $ / shares | Apr. 03, 2021 $ / shares | Dec. 31, 2020 $ / shares shares | Sep. 26, 2020 $ / shares | Jun. 27, 2020 $ / shares | Mar. 28, 2020 $ / shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Jul. 06, 2022 shares | |
Equity [Line Items] | ||||||||||||||||||
Dividends, Common Stock, Cash | $ (57,305) | $ (43,611) | $ (43,490) | |||||||||||||||
Dividends declared per share | $ / shares | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | $ 0.08 | ||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.40 | $ 0.32 | $ 0.32 | |||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 125,000 | $ 125,000 | ||||||||||||||||
Stock Repurchased and Retired During Period, Value | $ 0 | $ (67,109) | $ (44,563) | |||||||||||||||
Term of plan, in years | 10 years | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | shares | 3,900 | |||||||||||||||||
Ratio of Options exchanged | 1.82 | 1.82 | 1.82 | |||||||||||||||
Options exchanged | shares | 600 | |||||||||||||||||
Common Stock exchanged for Options | shares | 1,200 | |||||||||||||||||
Ratio of common stock exchanged | 1.82 | |||||||||||||||||
RSU exchanged | shares | 100 | 100 | 100 | |||||||||||||||
Common Stock exchanged for RSU | shares | 200 | |||||||||||||||||
Shares available for future grants | shares | 10,900 | 8,700 | 9,000 | 10,900 | 10,900 | 8,700 | 9,000 | |||||||||||
Weighted average remaining contractual term option outstanding | 4 years | |||||||||||||||||
Weighted average remaining contractual term option exercisable | 3 years 8 months 12 days | |||||||||||||||||
Total pre-tax intrinsic value of stock options exercised | $ 11,400 | $ 54,700 | ||||||||||||||||
Total pre-tax intrinsic value based on the closing stock price | $ / shares | $ 65.59 | $ 65.59 | $ 65.59 | |||||||||||||||
Intrinsic value of stock options outstanding | $ 25,700 | $ 25,700 | $ 25,700 | |||||||||||||||
Intrinsic value of stock options exercisable | 22,300 | 22,300 | $ 22,300 | |||||||||||||||
Number of shares, Granted | shares | 146 | 167 | 216 | |||||||||||||||
Contractual term of stock options (in years) | 7 years | |||||||||||||||||
performance shares granted | shares | 100 | 100 | 100 | |||||||||||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 6 months | |||||||||||||||||
Employee Benefits and Share-Based Compensation | $ 15,300 | |||||||||||||||||
share based compensation modification amount | $ 6,200 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ / shares | $ 0.10 | |||||||||||||||||
Maximum | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Vesting period, in years | 4 years | |||||||||||||||||
Restricted Stock | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Total compensation cost not yet recognized | 43,400 | 43,400 | $ 43,400 | |||||||||||||||
Unvested Stock Options | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Total compensation cost not yet recognized | 3,700 | 3,700 | 3,700 | |||||||||||||||
Performance Stock | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Total compensation cost not yet recognized | $ 2,800 | $ 2,800 | $ 2,800 | |||||||||||||||
Employee Stock Purchase Plan | ||||||||||||||||||
Equity [Line Items] | ||||||||||||||||||
Shares available for future grants | shares | 1,300 | 1,300 | 1,300 | |||||||||||||||
Weighted-average price per share paid by the employees | $ / shares | $ 65.25 | $ 90.89 | $ 46.58 | $ 65.25 | $ 65.25 | $ 90.89 | $ 46.58 | |||||||||||
Percentage of employee contribution from compensation | 10% | |||||||||||||||||
Rate of discount from the fair market value | 15% | |||||||||||||||||
Shares purchase by employees | shares | 200 | 100 | 200 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |||
Employer profit sharing and matching contribution expense | $ 21,900 | $ 10,100 | $ 8,200 |
Maximum matching contribution | 5% | 4% | |
Defined Benefit Plan, Benefit Obligation, Business Combination | $ 10,100 | ||
Projected benefit obligation | 15,253 | $ 7,050 | |
Fair value of plan assets | 1,014 | 969 | |
Plan assets less than benefit obligation - Net amount recognized | (14,239) | (6,081) | |
Accumulated benefit obligation | 12,151 | 5,995 | |
Net periodic pension benefit cost | $ 700 | $ 100 | $ 100 |
Expected Contribution and Benef
Expected Contribution and Benefit Payments (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Payments in Year 2023 | $ 735 |
Payments in Year 2024 | 779 |
Payments in Year 2025 | 1,264 |
Payments in Year 2026 | 1,127 |
Payments in year 2027 | 922 |
Payments in years 2028-2032 | $ 5,940 |
Earnings Per Share (EPS) - Reco
Earnings Per Share (EPS) - Reconciliation of Share Amount Used in Computation of Basic and Diluted Earnings Per Share (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Basic earnings per share-Weighted common shares outstanding | 142,294 | 135,411 | 134,837 |
Weighted common shares assumed upon exercise of options and vesting of restricted stock units | 852 | 1,163 | 1,429 |
Diluted earnings per share-Weighted common shares outstanding | 143,146 | 136,574 | 136,266 |
Earnings Per Share (EPS) - Shar
Earnings Per Share (EPS) - Shares Excluded Underlying Stock Based Awards from Calculations of Diluted EPS (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Shares excluded from calculations of diluted EPS | 447 | 136 | 195 |
Segment information - Summary o
Segment information - Summary of Financial Information for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Oct. 02, 2021 | Jul. 03, 2021 | Apr. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information | |||||||||||
Total net sales | $ 946,070 | $ 993,828 | $ 692,489 | $ 649,646 | $ 635,204 | $ 579,493 | $ 571,352 | $ 512,844 | $ 3,282,033 | $ 2,298,893 | $ 1,859,313 |
Total segment profit | 814,402 | 649,102 | 487,907 | ||||||||
Total Assets | 10,138,857 | 3,191,896 | 10,138,857 | 3,191,896 | 2,917,696 | ||||||
Total depreciation and amortization | 279,324 | 138,167 | 136,522 | ||||||||
Total capital expenditures | 466,192 | 210,626 | 131,752 | ||||||||
SCEM | |||||||||||
Segment Reporting Information | |||||||||||
Total net sales | 773,594 | 625,670 | 530,040 | ||||||||
Total segment profit | 122,287 | 137,392 | 99,474 | ||||||||
Total Assets | 1,671,456 | 971,678 | 1,671,456 | 971,678 | 866,029 | ||||||
Total depreciation and amortization | 76,550 | 57,995 | 62,770 | ||||||||
Total capital expenditures | 105,057 | 68,058 | 49,711 | ||||||||
MC | |||||||||||
Segment Reporting Information | |||||||||||
Total net sales | 1,105,996 | 919,363 | 742,186 | ||||||||
Total segment profit | 411,475 | 321,300 | 248,910 | ||||||||
Total Assets | 1,161,636 | 946,336 | 1,161,636 | 946,336 | 819,602 | ||||||
Total depreciation and amortization | 42,514 | 41,536 | 39,775 | ||||||||
Total capital expenditures | 178,800 | 69,120 | 40,656 | ||||||||
AMH | |||||||||||
Segment Reporting Information | |||||||||||
Total net sales | 846,492 | 704,946 | 538,682 | ||||||||
Total segment profit | 183,738 | 159,995 | 111,028 | ||||||||
Total Assets | 801,591 | 598,547 | 801,591 | 598,547 | 437,322 | ||||||
Total depreciation and amortization | 33,490 | 29,648 | 25,231 | ||||||||
Total capital expenditures | 136,061 | 67,096 | 36,107 | ||||||||
APS | |||||||||||
Segment Reporting Information | |||||||||||
Total net sales | 606,614 | 85,621 | 79,492 | ||||||||
Total segment profit | 96,902 | 30,415 | 28,495 | ||||||||
Total Assets | 5,864,250 | 219,787 | 5,864,250 | 219,787 | 156,328 | ||||||
Total depreciation and amortization | 126,770 | 8,988 | 8,647 | ||||||||
Total capital expenditures | 46,274 | 6,352 | 5,278 | ||||||||
Corporate | |||||||||||
Segment Reporting Information | |||||||||||
Total Assets | $ 639,924 | $ 455,548 | 639,924 | 455,548 | 638,415 | ||||||
Total depreciation and amortization | 0 | 0 | 99 | ||||||||
Inter-segment elimination | |||||||||||
Segment Reporting Information | |||||||||||
Total net sales | $ (50,663) | $ (36,707) | $ (31,087) |
Segment Information - Reconcili
Segment Information - Reconciliation of Total Segment Profit to Operating Income (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting [Abstract] | |||
Total segment profit | $ 814,402 | $ 649,102 | $ 487,907 |
Amortization | 143,953 | 47,856 | 53,092 |
Unallocated general and administrative expenses | 190,468 | 49,478 | 39,370 |
Operating income | 479,981 | 551,768 | 395,445 |
Interest expense | 212,669 | 41,240 | 48,600 |
Interest income | 3,694 | 243 | 786 |
Other expense (income), net | 23,926 | 31,695 | (6,656) |
Income before income tax expense | $ 247,080 | $ 479,076 | $ 354,287 |
Segment Information - Summary_2
Segment Information - Summary of Total Net Sales to External Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Oct. 02, 2021 | Jul. 03, 2021 | Apr. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information | |||||||||||
Net sales | $ 946,070 | $ 993,828 | $ 692,489 | $ 649,646 | $ 635,204 | $ 579,493 | $ 571,352 | $ 512,844 | $ 3,282,033 | $ 2,298,893 | $ 1,859,313 |
NORTH AMERICA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 795,659 | 525,796 | 466,513 | ||||||||
TAIWAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 660,127 | 454,110 | 372,205 | ||||||||
SOUTH KOREA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 414,077 | 317,272 | 273,200 | ||||||||
JAPAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 350,002 | 302,603 | 242,896 | ||||||||
CHINA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 501,956 | 364,419 | 247,863 | ||||||||
EUROPE | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 325,015 | 209,268 | 154,438 | ||||||||
SOUTHEAST ASIA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 235,197 | 125,425 | 102,198 | ||||||||
SCEM | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 773,594 | 625,670 | 530,040 | ||||||||
SCEM | NORTH AMERICA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 272,696 | 191,717 | 168,270 | ||||||||
SCEM | TAIWAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 111,921 | 96,069 | 85,406 | ||||||||
SCEM | SOUTH KOREA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 78,675 | 76,270 | 69,235 | ||||||||
SCEM | JAPAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 87,452 | 86,442 | 71,242 | ||||||||
SCEM | CHINA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 95,184 | 91,272 | 68,625 | ||||||||
SCEM | EUROPE | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 66,938 | 43,703 | 32,746 | ||||||||
SCEM | SOUTHEAST ASIA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 60,728 | 40,197 | 34,516 | ||||||||
MC | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 1,105,996 | 919,363 | 742,186 | ||||||||
MC | NORTH AMERICA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 158,627 | 133,653 | 144,015 | ||||||||
MC | TAIWAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 305,899 | 225,086 | 171,201 | ||||||||
MC | SOUTH KOREA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 129,750 | 114,211 | 91,997 | ||||||||
MC | JAPAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 183,485 | 161,569 | 124,321 | ||||||||
MC | CHINA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 184,609 | 164,471 | 108,588 | ||||||||
MC | EUROPE | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 85,696 | 70,011 | 67,090 | ||||||||
MC | SOUTHEAST ASIA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 57,930 | 50,362 | 34,974 | ||||||||
AMH | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 846,492 | 704,946 | 538,682 | ||||||||
AMH | NORTH AMERICA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 265,510 | 219,853 | 164,576 | ||||||||
AMH | TAIWAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 151,663 | 111,968 | 94,339 | ||||||||
AMH | SOUTH KOREA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 121,726 | 105,493 | 92,623 | ||||||||
AMH | JAPAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 59,278 | 51,267 | 45,209 | ||||||||
AMH | CHINA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 119,325 | 97,157 | 61,458 | ||||||||
AMH | EUROPE | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 88,405 | 89,121 | 52,321 | ||||||||
AMH | SOUTHEAST ASIA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 40,585 | 30,087 | 28,156 | ||||||||
APS | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 606,614 | 85,621 | 79,492 | ||||||||
APS | NORTH AMERICA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 149,489 | 17,280 | 20,739 | ||||||||
APS | TAIWAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 90,644 | 20,987 | 21,259 | ||||||||
APS | SOUTH KOREA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 83,926 | 21,298 | 19,345 | ||||||||
APS | JAPAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 19,787 | 3,325 | 2,124 | ||||||||
APS | CHINA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 102,838 | 11,519 | 9,192 | ||||||||
APS | EUROPE | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 83,976 | 6,433 | 2,281 | ||||||||
APS | SOUTHEAST ASIA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 75,954 | 4,779 | 4,552 | ||||||||
Inter-segment elimination | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | (50,663) | (36,707) | (31,087) | ||||||||
Inter-segment elimination | NORTH AMERICA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | (50,663) | (36,707) | (31,087) | ||||||||
Inter-segment elimination | TAIWAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Inter-segment elimination | SOUTH KOREA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Inter-segment elimination | JAPAN | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Inter-segment elimination | CHINA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Inter-segment elimination | EUROPE | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Inter-segment elimination | SOUTHEAST ASIA | |||||||||||
Segment Reporting Information | |||||||||||
Net sales | $ 0 | $ 0 | $ 0 |
Segment Information - Summary_3
Segment Information - Summary of Property, Plant and Equipment Attributed to Significant Countries (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information | |||
Property, plant and equipment | $ 1,393,337 | $ 654,098 | $ 525,367 |
NORTH AMERICA | |||
Segment Reporting Information | |||
Property, plant and equipment | 776,913 | 417,549 | 348,363 |
SOUTH KOREA | |||
Segment Reporting Information | |||
Property, plant and equipment | 84,253 | 58,725 | 55,404 |
JAPAN | |||
Segment Reporting Information | |||
Property, plant and equipment | 104,282 | 56,357 | 41,044 |
MALAYSIA | |||
Segment Reporting Information | |||
Property, plant and equipment | 46,703 | 29,443 | 32,727 |
CHINA | |||
Segment Reporting Information | |||
Property, plant and equipment | 253,285 | 32,133 | 29,528 |
TAIWAN | |||
Segment Reporting Information | |||
Property, plant and equipment | 31,592 | 58,444 | 17,050 |
All Other Segments | |||
Segment Reporting Information | |||
Property, plant and equipment | $ 96,309 | $ 1,447 | $ 1,251 |
Segment Information - Sales fro
Segment Information - Sales from Largest Customer (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Oct. 02, 2021 | Jul. 03, 2021 | Apr. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net sales | $ 946,070 | $ 993,828 | $ 692,489 | $ 649,646 | $ 635,204 | $ 579,493 | $ 571,352 | $ 512,844 | $ 3,282,033 | $ 2,298,893 | $ 1,859,313 |
TSMC | |||||||||||
Net sales | $ 408,600 | $ 271,900 | $ 208,300 |
Quarterly Information (Detail)
Quarterly Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Apr. 02, 2022 | Dec. 31, 2021 | Oct. 02, 2021 | Jul. 03, 2021 | Apr. 03, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Net sales | $ 946,070 | $ 993,828 | $ 692,489 | $ 649,646 | $ 635,204 | $ 579,493 | $ 571,352 | $ 512,844 | $ 3,282,033 | $ 2,298,893 | $ 1,859,313 |
Gross profit | 404,525 | 371,671 | 310,397 | 309,820 | 295,090 | 264,204 | 265,384 | 234,986 | 1,396,413 | 1,059,664 | 849,722 |
Net income | $ 57,427 | $ (73,703) | $ 99,491 | $ 125,705 | $ 118,219 | $ 117,461 | $ 88,770 | $ 84,676 | $ 208,920 | $ 409,126 | $ 294,969 |
Basic net income per common share | $ 0.39 | $ (0.50) | $ 0.73 | $ 0.93 | $ 0.87 | $ 0.87 | $ 0.66 | $ 0.63 | $ 1.47 | $ 3.02 | $ 2.19 |
Diluted net income per common share | $ 0.38 | $ (0.50) | $ 0.73 | $ 0.92 | $ 0.87 | $ 0.86 | $ 0.65 | $ 0.62 | $ 1.46 | $ 3 | $ 2.16 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Jan. 20, 2023 USD ($) |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Proceeds from Divestiture of Businesses | $ 135,000 |