Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 01, 2023 | Jul. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 01, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-32598 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 129 Concord Road, | |
Entity Address, City or Town | Billerica, | |
Entity Address, State or Province | MA | |
Entity Tax Identification Number | 41-1941551 | |
Entity Address, Postal Zip Code | 01821 | |
City Area Code | 978 | |
Local Phone Number | 436-6500 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock, $0.01 par value per share | |
Trading Symbol | ENTG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 150,108,285 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | ENTEGRIS INC | |
Entity Central Index Key | 0001101302 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 565,878 | $ 561,559 |
Restricted cash | 1,139 | 1,880 |
Trade accounts and notes receivable, net of allowance for credit losses of $4,384 and $5,443 | 435,973 | 535,485 |
Inventories, net | 740,351 | 812,815 |
Deferred tax charges and refundable income taxes | 55,461 | 47,618 |
Assets held-for-sale | 1,051,947 | 246,531 |
Other current assets | 117,799 | 129,297 |
Total current assets | 2,968,548 | 2,335,185 |
Property, plant and equipment, net of accumulated depreciation of $830,906 and $770,093 | 1,364,760 | 1,393,337 |
Other assets: | ||
Right-of-use assets | 81,048 | 94,940 |
Goodwill | 3,970,247 | 4,408,331 |
Intangible assets, net of accumulated amortization of $720,336 and $636,872 | 1,421,710 | 1,841,955 |
Deferred tax assets and other noncurrent tax assets | 66,682 | 28,867 |
Other | 40,029 | 36,242 |
Total assets | 9,913,024 | 10,138,857 |
Current liabilities: | ||
Short-term debt, including current portion of long-term debt | 0 | 151,965 |
Accounts payable | 132,157 | 172,488 |
Accrued payroll and related benefits | 92,994 | 142,340 |
Accrued interest payable | 24,939 | 25,571 |
Liabilities held-for-sale | 115,784 | 10,637 |
Other accrued liabilities | 193,851 | 160,873 |
Income taxes payable | 86,564 | 98,057 |
Total current liabilities | 646,289 | 761,931 |
Long-term debt, excluding current maturities, net of unamortized discount and debt issuance costs of $121,488 and $140,107 | 5,492,011 | 5,632,928 |
Pension benefit obligations and other liabilities | 52,046 | 54,090 |
Deferred tax liabilities and other noncurrent tax liabilities | 301,068 | 391,192 |
Long-term lease liability | 69,405 | 80,716 |
Equity: | ||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of July 1, 2023 and December 31, 2022 | 0 | 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of July 1, 2023: 150,308,245 and 150,105,845, respectively; issued and outstanding shares as of December 31, 2022: 149,339,486 and 149,137,086, respectively | 1,503 | 1,493 |
Treasury stock, at cost: 202,400 shares held as of July 1, 2023 and December 31, 2022 | (7,112) | (7,112) |
Additional paid-in capital | 2,274,572 | 2,205,325 |
Retained earnings | 1,110,818 | 1,031,391 |
Accumulated other comprehensive loss | (27,576) | (13,097) |
Total equity | 3,352,205 | 3,218,000 |
Total liabilities and equity | $ 9,913,024 | $ 10,138,857 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Trade accounts and notes receivable, allowance for doubtful accounts | $ 4,384 | $ 5,443 |
Property, plant and equipment, accumulated depreciation | 830,906 | 770,093 |
Intangible assets, Accumulated amortization | 720,336 | 636,872 |
Unamortized discount and debt issuance costs | $ 121,488 | $ 140,107 |
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 | 150,308,245 | 149,339,486 |
Common stock, shares outstanding | 150,105,845 | 149,137,086 |
Treasury stock, shares outstanding | 202,400 | 202,400 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Net Sales | $ 901,000 | $ 692,489 | $ 1,823,396 | $ 1,342,135 |
Cost of sales | 516,834 | 382,092 | 1,037,545 | 721,918 |
Gross profit | 384,166 | 310,397 | 785,851 | 620,217 |
Selling, general and administrative expenses | 145,596 | 90,685 | 315,463 | 177,793 |
Engineering, research and development expenses | 71,030 | 49,248 | 142,936 | 95,963 |
Amortization of intangible assets | 54,680 | 12,494 | 112,254 | 25,145 |
Impairment of goodwill | 0 | 88,872 | 0 | |
Gain on termination of alliance agreement | (154,754) | 0 | (154,754) | 0 |
Operating income | 267,614 | 157,970 | 281,080 | 321,316 |
Interest expense | 80,908 | 32,001 | 167,054 | 44,877 |
Interest income | (2,303) | (658) | (3,628) | (670) |
Other expense, net | 7,724 | 9,619 | 3,066 | 14,521 |
Income before income tax (benefit) expense | 181,285 | 117,008 | 114,588 | 262,588 |
Income tax (benefit) expense | (16,491) | 17,517 | 4,978 | 37,392 |
Equity in net loss of affiliates | 130 | 0 | 130 | 0 |
Net income | $ 197,646 | $ 99,491 | $ 109,480 | $ 225,196 |
Basic earnings per common share | $ 1.32 | $ 0.73 | $ 0.73 | $ 1.66 |
Diluted earnings per common share | $ 1.31 | $ 0.73 | $ 0.73 | $ 1.65 |
Weighted shares outstanding: | ||||
Basic | 149,825 | 135,895 | 149,626 | 135,783 |
Diluted | 150,837 | 136,454 | 150,609 | 136,503 |
Retained Earnings | ||||
Net income | $ 197,646 | $ 99,491 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Net income | $ 197,646 | $ 99,491 | $ 109,480 | $ 225,196 |
Other comprehensive (loss) income, net of tax | ||||
Foreign currency translation adjustments | (38,011) | (9,014) | (14,277) | (11,142) |
Pension liability adjustments | 0 | 0 | 37 | 73 |
Interest Rate Swap - Cash flow hedge | 9,716 | 0 | (239) | 0 |
Other comprehensive (loss) income | (28,295) | (9,014) | (14,479) | (11,069) |
Comprehensive income | $ 169,351 | $ 90,477 | $ 95,001 | $ 214,127 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income Paranthetical - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jul. 01, 2023 | Jul. 01, 2023 | |
Net income | $ 197,646 | $ 109,480 |
Interest Rate Swap - Cash flow hedge | 9,716 | (239) |
Other comprehensive (loss) income | (28,295) | (14,479) |
Other Comprehensive Income (Loss), Tax | 2,834 | $ (69) |
Retained Earnings | ||
Net income | 197,646 | |
Interest Rate Swap - Cash flow hedge | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Equity Condensed Consolidatd Statements of Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock, Common | Additional Paid-in Capital | Retained Earnings | Foreign currency translation adjustments | Defined benefit pension adjustments | Interest Rate Swap - Cash flow hedge |
Balance (in shares) at Dec. 31, 2021 | 135,719 | 202 | ||||||
Balance at Dec. 31, 2021 | $ 1,713,781 | $ 1,357 | $ (7,112) | $ 879,845 | $ 879,776 | $ (38,863) | $ (1,222) | $ 0 |
Shares issued under stock plans (in shares) | 366 | |||||||
Shares issued under stock plans | (12,738) | $ 4 | 0 | (12,742) | 0 | 0 | 0 | 0 |
Share-based compensation expense | 9,285 | 0 | 0 | 9,285 | 0 | 0 | 0 | 0 |
Dividends, Common Stock, Cash | (13,660) | 0 | 0 | 0 | (13,660) | 0 | 0 | 0 |
Pension liability adjustments | 73 | 0 | 0 | 0 | 0 | 0 | 73 | 0 |
Foreign currency translation adjustments | (2,128) | 0 | 0 | 0 | 0 | (2,128) | 0 | 0 |
Net income | 125,705 | $ 0 | $ 0 | 0 | 125,705 | 0 | 0 | 0 |
Balance (in shares) at Apr. 02, 2022 | 136,085 | 202 | ||||||
Balance at Apr. 02, 2022 | $ 1,820,318 | $ 1,361 | $ (7,112) | 876,388 | 991,821 | (40,991) | (1,149) | 0 |
Common Stock, Dividends, Per Share, Declared | $ 0.10 | |||||||
Balance (in shares) at Dec. 31, 2021 | 135,719 | 202 | ||||||
Balance at Dec. 31, 2021 | $ 1,713,781 | $ 1,357 | $ (7,112) | 879,845 | 879,776 | (38,863) | (1,222) | 0 |
Interest Rate Swap - Cash flow hedge | 0 | |||||||
Pension liability adjustments | 73 | |||||||
Foreign currency translation adjustments | (11,142) | |||||||
Net income | 225,196 | |||||||
Balance (in shares) at Jul. 02, 2022 | 136,173 | 202 | ||||||
Balance at Jul. 02, 2022 | 1,912,714 | $ 1,362 | $ (7,112) | 891,967 | 1,077,651 | (50,005) | (1,149) | 0 |
Balance (in shares) at Apr. 02, 2022 | 136,085 | 202 | ||||||
Balance at Apr. 02, 2022 | 1,820,318 | $ 1,361 | $ (7,112) | 876,388 | 991,821 | (40,991) | (1,149) | 0 |
Shares issued under stock plans (in shares) | 88 | |||||||
Shares issued under stock plans | 5,398 | $ 1 | 0 | 5,397 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 10,182 | 0 | 0 | 10,182 | 0 | 0 | 0 | 0 |
Dividends, Common Stock, Cash | (13,661) | 0 | 0 | 0 | (13,661) | 0 | 0 | 0 |
Interest Rate Swap - Cash flow hedge | 0 | |||||||
Pension liability adjustments | 0 | |||||||
Foreign currency translation adjustments | (9,014) | 0 | 0 | 0 | 0 | (9,014) | 0 | 0 |
Net income | 99,491 | $ 0 | $ 0 | 0 | 99,491 | 0 | 0 | 0 |
Balance (in shares) at Jul. 02, 2022 | 136,173 | 202 | ||||||
Balance at Jul. 02, 2022 | $ 1,912,714 | $ 1,362 | $ (7,112) | 891,967 | 1,077,651 | (50,005) | (1,149) | 0 |
Common Stock, Dividends, Per Share, Declared | $ 0.10 | |||||||
Balance (in shares) at Dec. 31, 2022 | 149,339 | 202 | ||||||
Balance at Dec. 31, 2022 | $ 3,218,000 | $ 1,493 | $ (7,112) | 2,205,325 | 1,031,391 | (49,083) | (83) | 36,069 |
Shares issued under stock plans (in shares) | 530 | |||||||
Shares issued under stock plans | 8,987 | $ 6 | 0 | 8,981 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 30,678 | 0 | 0 | 30,678 | 0 | 0 | 0 | 0 |
Dividends, Common Stock, Cash | (15,092) | 0 | 0 | 0 | (15,092) | 0 | 0 | 0 |
Interest Rate Swap - Cash flow hedge | (9,955) | 0 | 0 | 0 | 0 | 0 | 0 | (9,955) |
Pension liability adjustments | 37 | 0 | 0 | 0 | 0 | 0 | 37 | 0 |
Foreign currency translation adjustments | 23,734 | 0 | 0 | 0 | 0 | 23,734 | 0 | 0 |
Net income | (88,166) | $ 0 | $ 0 | 0 | (88,166) | 0 | 0 | 0 |
Balance (in shares) at Apr. 01, 2023 | 149,869 | 202 | ||||||
Balance at Apr. 01, 2023 | $ 3,168,223 | $ 1,499 | $ (7,112) | 2,244,984 | 928,133 | (25,349) | (46) | 26,114 |
Common Stock, Dividends, Per Share, Declared | $ 0.10 | |||||||
Balance (in shares) at Dec. 31, 2022 | 149,339 | 202 | ||||||
Balance at Dec. 31, 2022 | $ 3,218,000 | $ 1,493 | $ (7,112) | 2,205,325 | 1,031,391 | (49,083) | (83) | 36,069 |
Interest Rate Swap - Cash flow hedge | (239) | |||||||
Pension liability adjustments | 37 | |||||||
Foreign currency translation adjustments | (14,277) | |||||||
Net income | 109,480 | |||||||
Balance (in shares) at Jul. 01, 2023 | 150,308 | 202 | ||||||
Balance at Jul. 01, 2023 | 3,352,205 | $ 1,503 | $ (7,112) | 2,274,572 | 1,110,818 | (63,360) | (46) | 35,830 |
Balance (in shares) at Apr. 01, 2023 | 149,869 | 202 | ||||||
Balance at Apr. 01, 2023 | 3,168,223 | $ 1,499 | $ (7,112) | 2,244,984 | 928,133 | (25,349) | (46) | 26,114 |
Shares issued under stock plans (in shares) | 439 | |||||||
Shares issued under stock plans | 18,134 | $ 4 | 0 | 18,130 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 11,458 | 0 | 0 | 11,458 | 0 | 0 | 0 | 0 |
Dividends, Common Stock, Cash | (14,961) | 0 | 0 | (14,961) | 0 | 0 | 0 | |
Interest Rate Swap - Cash flow hedge | 9,716 | 0 | 0 | 0 | 0 | 0 | 9,716 | |
Pension liability adjustments | 0 | |||||||
Foreign currency translation adjustments | (38,011) | 0 | 0 | 0 | (38,011) | 0 | 0 | |
Net income | 197,646 | $ 0 | 0 | 197,646 | 0 | 0 | 0 | |
Balance (in shares) at Jul. 01, 2023 | 150,308 | 202 | ||||||
Balance at Jul. 01, 2023 | $ 3,352,205 | $ 1,503 | $ (7,112) | $ 2,274,572 | $ 1,110,818 | $ (63,360) | $ (46) | $ 35,830 |
Common Stock, Dividends, Per Share, Declared | $ 0.10 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.10 | $ 0.10 | $ 0.10 | $ 0.10 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Operating activities: | ||
Net income | $ 109,480 | $ 225,196 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 90,494 | 48,286 |
Amortization | 112,254 | 25,145 |
Share-based compensation expense | 42,136 | 19,467 |
Provision for deferred income taxes | (66,814) | (23,472) |
Impairment of goodwill | 88,872 | 0 |
Loss on extinguishment of debt | 7,269 | 0 |
Loss from sale of business and held-for-sale | 28,577 | 0 |
Gain (Loss) on Contract Termination | (154,754) | 0 |
Charge for excess and obsolete inventory | 23,287 | 13,916 |
Other | 26,239 | 18,243 |
Changes in operating assets and liabilities: | ||
Trade accounts and notes receivable | 17,941 | (57,309) |
Inventories | (5,009) | (124,941) |
Accounts payable and accrued liabilities | (23,595) | 27,145 |
Other current assets | (1,534) | (2,592) |
Income taxes payable and refundable income taxes | (15,570) | (3,548) |
Other | (384) | 9,162 |
Net cash provided by operating activities | 278,889 | 174,698 |
Investing activities: | ||
Acquisition of property, plant and equipment | (250,043) | (192,097) |
Proceeds from sale of business | 134,286 | 0 |
Proceeds from termination of alliance agreement | 169,251 | 0 |
Other | 366 | 1,123 |
Net cash provided by (used in) investing activities | 53,860 | (190,974) |
Financing activities: | ||
Proceeds from revolving credit facility and short-term debt | 0 | 201,000 |
Payments of revolving credit facility and short-term debt | (135,000) | (193,000) |
Proceeds from long-term debt | 117,170 | 2,405,314 |
Payments for debt issuance costs | (3,475) | (10,579) |
Repayments of Debt | (293,671) | 0 |
Payments for dividends | (30,150) | (27,484) |
Issuance of common stock | 36,767 | 8,977 |
Taxes paid related to net share settlement of equity awards | (9,646) | (16,317) |
Other | (578) | (587) |
Net cash (used in) provided by financing activities | (318,583) | 2,367,324 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (10,588) | (10,382) |
Increase in cash, cash equivalents and restricted cash | (3,578) | (2,340,666) |
Cash, cash equivalents and restricted cash at beginning of period | 563,439 | 402,565 |
Cash, cash equivalents and restricted cash at end of period | 567,017 | 2,743,231 |
Supplemental Cash Flow Information | ||
Original issue discount credit due from lender | 0 | 65,389 |
Equipment purchases in accounts payable | 22,607 | 23,394 |
Dividend payable | 557 | 495 |
Schedule of interest and taxes paid | ||
Interest paid less capitalized interest | 260,282 | 15,699 |
Income taxes paid, net of refunds received | $ 85,913 | $ 62,168 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations Entegris, Inc. (“Entegris”, “the Company”, “us”, “we”, or “our”) is a leading supplier of advanced materials and process solutions for the semiconductor and other high-technology industries. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liability, income taxes and related accounts, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and contain all adjustments considered necessary, and are of a normal recurring nature, to present fairly the financial position as of July 1, 2023 and December 31, 2022, and the results of operations and comprehensive income for the three and six months ended July 1, 2023 and July 2, 2022, the equity statements as of and for the three and six months ended July 1, 2023 and July 2, 2022, and cash flows for the six months ended July 1, 2023 and July 2, 2022. Our recently acquired subsidiary, CMC Materials LLC (formerly known as CMC Materials, Inc.) (“CMC Materials”), follows a monthly reporting calendar. The second quarter of 2023 for CMC Materials ended on June 30, 2023, whereas the Company’s second quarter ended on July 1, 2023. The Company believes that use of the different fiscal periods for this entity has not had a material impact on the Company’s condensed consolidated financial position, results of operations, or liquidity. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements and accompanying notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company’s annual consolidated financial statements and notes. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and six months ended July 1, 2023 are not necessarily indicative of the results to be expected for the full year. Recently Adopted Accounting Pronouncements The Company currently has no material recently adopted accounting pronouncements. |
Revenues Revenues
Revenues Revenues | 6 Months Ended |
Jul. 01, 2023 | |
Revenues [Abstract] | |
Revenue from Contract with Customer | REVENUES The following table provides information about current contract liabilities from contracts with customers. The contract liabilities are included in other accrued liabilities balance in the condensed consolidated balance sheet. (In thousands) July 1, 2023 July 2, 2022 Balance at beginning of period $ 60,476 $ 23,050 Revenue recognized that was included in the contract liability balance at the beginning of the period (43,905) (15,585) Increases due to cash received, excluding amounts recognized as revenue during the period 79,621 25,770 Contract liabilities included as part of disposition (6,226) — Balance at end of period $ 89,966 $ 33,235 |
Intangible Assets, Goodwill and
Intangible Assets, Goodwill and Other | 3 Months Ended |
Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Disclosure | GOODWILL IMPAIRMENT During the first quarter of 2023, while the criteria had not been met to classify the reporting unit as held for sale, the Company was exploring market interest in a potential sale of the Electronic Chemicals (“EC”) reporting unit within the Advanced Planarization Solutions segment. In connection with the sale process, management determined that certain impairment indicators were present and evaluated goodwill, intangible assets, and long-lived assets for impairment in connection with the quarter ending April 1, 2023. Long-lived assets, including finite-lived intangible assets The Company compared the estimated undiscounted future cash flows generated by the asset group to the carrying amount of the asset group for the reporting unit and determined that the undiscounted cash flows are expected to exceed the carrying value on a held and used basis, therefore no impairment was recorded on the long-lived asset or finite-lived intangible assets. The Company considered if the triggering event would cause a potential change to the useful life of the assets and did not consider a modification to the useful life necessary. Goodwill The Company compared the reporting unit’s fair value to its carrying amount, including goodwill as of April 1, 2023. As the reporting unit’s carrying amount, including goodwill, exceeded its fair value, the Company determined the goodwill was impaired and recorded an impairment of $88.9 million during the first quarter of 2023. The impairment is classified as goodwill impairment in the Company's condensed consolidated statement of operations. The goodwill impairment is non-taxable. The fair value of the reporting unit was determined using a market-based approach, which was aligned to the expected selling price of approximately $700.0 million. We consider this a Level 3 measurement in the fair value hierarchy. |
Acquisition
Acquisition | Jul. 06, 2022 |
Business Combinations [Abstract] | |
Business Combination Disclosure | ACQUISITION CMC Materials On July 6, 2022 (the “Closing Date”), the Company completed its acquisition of CMC Materials for approximately $6.0 billion in cash and stock (the “Acquisition”) pursuant to an Agreement and Plan of Merger dated as of December 14, 2021 (the “Acquisition Agreement”). As a result of the Acquisition, CMC Materials became a wholly owned subsidiary of the Company. The Acquisition was accounted for under the acquisition method of accounting and the results of operations of CMC Materials are included in the Company's condensed consolidated financial statements as of and since July 6, 2022. CMC Materials reports into the Advanced Planarization Solutions and Specialty Chemicals and Engineered Materials segments of the Company. Direct costs of $39.5 million associated with the acquisition of CMC Materials, consisting primarily of professional and consulting fees, were expensed as incurred in fiscal year 2022. These costs are classified as selling, general and administrative expense in the Company's condensed consolidated statement of operations. 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 broadened the Company’s solutions set and enables the Company to bring to market a broader array of innovative and high-value solutions, at a faster pace, to 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 Acquisition 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 Acquisition 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. 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 Acquisition: (In thousands): July 6, 2022 Cash and cash equivalents $ 280,636 Accounts receivable and other current assets 207,472 Inventory 256,598 Property, plant and equipment 537,387 Identifiable intangible assets 1,736,219 Other noncurrent assets 39,725 Current liabilities (211,417) Deferred tax liabilities and other noncurrent liabilities (452,805) Net assets acquired 2,393,815 Goodwill 3,627,436 Total purchase price $ 6,021,251 The final valuation of assets acquired and liabilities assumed in connection with the Acquisition was completed in the second quarter of 2023. The fair value of acquired inventories was $256.6 million and was 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 intangible assets as part of the acquisition of CMC Materials and finite-lived assets are amortized on a straight-line basis: (In thousands) Amount Weighted Developed technology $ 1,043,000 7.3 Trademarks and trade names 236,600 14.9 Customer relationships 414,300 18.3 In-process research and development (1) 31,400 Other 10,919 1.0 $ 1,736,219 11.0 (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 identify the fair value of 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 $3,627.4 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. 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 January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The pro forma information does not include any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition. Three months ended Six months ended (In thousands, except share data) July 2, 2022 July 2, 2022 Net sales $ 1,011,862 $ 1,980,953 Net income 70,417 170,681 Per share amounts: Net income per common share - basic $ 0.47 $ 1.15 Net income per common share - diluted $ 0.47 $ 1.13 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 Acquisition 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 Acquisition using the effective interest rates. • 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 Acquisition were reclassed as of the beginning of the comparable prior annual reporting period. • The income tax effect of the transaction accounting adjustments related to the Acquisition calculated using a blended statutory income tax rate of 22.5%. • |
Assets Held For Sale
Assets Held For Sale | 3 Months Ended |
Jul. 01, 2023 | |
Asset, Held-for-Sale, Not Part of Disposal Group [Abstract] | |
Assets Held For Sale | ASSET HELD-FOR-SALE AND DIVESTITURE Asset Held-For-Sale - PIM On October 11, 2022, the Company announced entry into a definitive agreement to sell its Pipeline and Industrials Materials (“PIM”) business, which became part of the Company with the acquisition of CMC Materials, to Infineum USA L.P. (“Infineum”). The PIM business specializes in the manufacture and sale of drag reducing agents and a range of valve maintenance products and services, and 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 the terms of the agreement, the Company received a $12.0 million termination fee from Infineum in the first quarter of 2023 and incurred a transaction adviser fee of $1.1 million. The net amount of $10.9 million is recorded in Other expense, net in the condensed consolidated statement of operations. At the time of the termination, the transaction had not received clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR 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. The assets and liabilities continue to be classified as held-for-sale at July 1, 2023. The planned disposition of the PIM business 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. PIM Assets-held-for sale comprise the following as of July 1, 2023: (In thousands) Assets: July 1, 2023 Current assets $ 51,612 Property, Plant and Equipment, net 110,944 Intangible assets, net 76,692 Goodwill 12,707 Other assets 1,352 Total assets-held-for sale $ 253,307 Liabilities: Accounts payable $ 6,628 Accrued expenses 6,584 Long-term liabilities 1,235 Total liabilities-held-for sale $ 14,447 Income before income taxes attributable to the PIM business was $12.7 million and $21.3 million for the three and six months ended July 1, 2023, respectively. Asset held-for-sale - EC Business On May 10, 2023, the Company announced entry into a definitive agreement to sell its Electronic Chemicals (“EC”) business, which became part of the Company with the acquisition of CMC Materials, to FUJIFILMS Holdings America Corporation for $700.0 million, subject to customary adjustments with respect to cash, working capital, indebtedness and transaction expenses. The EC business specializes in purification, formulation, blending, packaging and distribution of high-purity process chemicals used within the semiconductor and microelectronic manufacturing processes. The divestiture is currently expected to close before the end of 2023, subject to receipt of required regulatory approvals and other customary closing conditions. The EC business reports into the Advanced Planarization Solutions segment of the Company. The Company recognized a loss on the assets held-for-sale of $13.6 million on the sale for the EC business for the three and six months ended July 1, 2023. The loss is included in Selling, general and administrative expenses in the condensed consolidated statement of operations. The planned disposition of the EC business 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. EC Assets-held-for sale comprise the following as of July 1, 2023: (In thousands) Assets: July 1, 2023 Current assets $ 106,063 Property, Plant and Equipment, net 170,180 Intangible assets, net 263,686 Goodwill 250,775 Other assets 7,936 Total assets-held-for sale $ 798,640 Liabilities: Accounts payable $ 16,706 Accrued expenses 14,449 Long-term liabilities 70,182 Total liabilities-held-for sale $ 101,337 Loss before income taxes attributable to the EC business was $3.1 million and $86.6 million for the three and six months ended July 1, 2023. The loss before income taxes attributed to the EC business for the three and six months ended July 1, 2023 included the $13.6 million loss on held for sale as noted above and the six months ended included the $88.9 million goodwill impairment, see Note 5. Divestiture - QED During the first quarter of 2023, the Company announced entry into a definitive agreement to sell QED Technologies International, Inc. (“QED”), which offers magnetorheological finishing polishing and subaperture stitching interferometry metrology manufacturing solutions. to Quad-C Management, Inc. QED was a part of the Specialty Chemicals and Engineered Materials segment and became part of the Company with the acquisition of CMC Materials. The Company completed the divestiture of QED on March 1, 2023 and received proceeds of $134.3 million after adjustments with respect to cash, working capital, indebtedness and transaction expenses. The disposition of QED 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 a major effect on the Company’s operations and financial results . The following table summarizes the fair value of the sale proceeds received in connection with the divestiture, which are subject to further post-closing adjustment: (In thousands) March 1, 2023 Fair value of sale consideration $ 137,500 Final working capital adjustment 1,031 Cash transferred to the buyer on the closing balance sheet (1,465) Direct costs to sell (2,780) Fair value of sale consideration $ 134,286 The carrying amount of net assets associated with the QED business was approximately $149.2 million. The major classes of assets and liabilities sold consisted of the following: (In thousands) March 1, 2023 Assets: Current assets $ 19,219 Property, plant and equipment, net 2,663 Goodwill 90,005 Intangible assets, net 48,661 Other assets 842 Total assets $ 161,390 Liabilities: Accounts payable $ 1,340 Accrued expenses 8,750 Long-term liabilities 2,067 Total liabilities $ 12,157 As a result of the QED divestiture, the Company recognized a pre-tax loss of $1.3 million and $14.9 million presented in selling, general and administrative expenses on the condensed consolidated statements of operations for the three and six months ended July 1, 2023, respectively. The Company recorded an income tax benefit associated with the QED divestiture of approximately $6.8 million. Termination - Alliance Agreement |
Cash, Cash Equivalents and Rest
Cash, Cash Equivalents and Restricted Cash | 6 Months Ended |
Jul. 01, 2023 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy | RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same amounts shown in the condensed consolidated statement of cash flows. (In thousands) July 1, 2023 December 31, 2022 Cash and cash equivalents $ 565,878 $ 561,559 Restricted cash 1,139 1,880 Total cash, cash equivalents and restricted cash $ 567,017 $ 563,439 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. |
Restricted Assets Disclosure | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same amounts shown in the condensed consolidated statement of cash flows. (In thousands) July 1, 2023 December 31, 2022 Cash and cash equivalents $ 565,878 $ 561,559 Restricted cash 1,139 1,880 Total cash, cash equivalents and restricted cash $ 567,017 $ 563,439 |
Inventories
Inventories | 6 Months Ended |
Jul. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following: (In thousands) July 1, 2023 December 31, 2022 Raw materials $ 315,616 $ 337,576 Work-in-process 55,978 60,182 Finished goods (1) 368,757 415,057 Total inventories, net $ 740,351 $ 812,815 (1) Includes consignment inventories held by customers of $23.9 million and $46.2 million at July 1, 2023 and December 31, 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jul. 01, 2023 | |
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”), Advanced Planarization Solutions (“APS”), Microcontamination Control (“MC”), and Advanced Materials Handling (“AMH”), and was as follows at December 31, 2022 and July 1 2023: (In thousands) SCEM APS MC AMH Total December 31, 2022 $ 561,328 $ 3,530,813 $ 242,088 $ 74,102 $ 4,408,331 Goodwill impairment — (88,872) — — (88,872) Disposition of business (90,005) — — — (90,005) Purchase accounting adjustments 3,409 (4,430) — — (1,021) Assets held-for-sale (3,885) (250,775) — — (254,660) Foreign currency translation (33) — (3,493) — (3,526) July 1, 2023 $ 470,814 $ 3,186,736 $ 238,595 $ 74,102 $ 3,970,247 The changes in our goodwill balance of $438.1 million reflect (1) the goodwill impairment of our EC reporting unit of $88.9 million, as described in Note 3, (2) the sale of the QED business and related goodwill of that business of $90.0 million, see Note 5, (3) purchase accounting adjustments of $1.0 million, (4) goodwill reclassified to asset held-for-sale of $254.7 million as described in Note 5 and (5) foreign currency translation of $3.5 million. Identifiable intangible assets at July 1, 2023 and December 31, 2022 consist of the following: July 1, 2023 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,262,685 $ 384,845 $ 877,840 Trademarks and trade names 172,272 32,610 139,662 Customer relationships 673,765 282,644 391,121 In-process research and development (1) 9,400 — 9,400 Other 23,924 20,237 3,687 $ 2,142,046 $ 720,336 $ 1,421,710 December 31, 2022 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,302,101 $ 313,876 $ 988,225 Trademarks and trade names 250,473 29,565 220,908 Customer relationships 863,947 273,039 590,908 In-process research and development (1) 31,100 — 31,100 Other 31,206 20,392 10,814 $ 2,478,827 $ 636,872 $ 1,841,955 (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. Future amortization expense relating to intangible assets currently recorded in the Company’s condensed consolidated balance sheets is estimated to be the following at July 1, 2023: (In thousands) Remaining 2023 2024 2025 2026 2027 Thereafter Total Future amortization expense $ 102,710 194,774 188,318 185,381 181,694 568,833 $ 1,421,710 |
Debt
Debt | 6 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | DEBT The Company’s debt as of July 1, 2023 and December 31, 2022 consists of the following: (In thousands) July 1, 2023 December 31, 2022 Senior secured term loan facility due 2029 2,318,499 2,495,000 Senior secured notes due 2029 1,600,000 1,600,000 Senior unsecured notes due 2030 895,000 895,000 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 Revolving facility due 2027 — — Total debt (par value) 5,613,499 5,925,000 Unamortized discount and debt issuance costs 121,488 140,107 Total debt, net $ 5,492,011 $ 5,784,893 Less short-term debt, including current portion of long-term debt — 151,965 Total long-term debt, net $ 5,492,011 $ 5,632,928 Annual maturities of long-term debt, excluding unamortized discount and debt issuance costs, due as of July 1, 2023 are as follows: (In thousands) Remaining 2023 2024 2025 2026 2027 Thereafter Total Contractual debt obligation maturities (1) $ — — — — — 5,613,499 $ 5,613,499 (1) Subject to Excess Cash Flow payments to the lenders. On March 10, 2023, the Company and certain of its subsidiaries entered into Amendment No. 1 (the “Amendment”) with the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which amended the Credit and Guaranty Agreement, dated as of November 6, 2018 (as amended and restated as of July 6, 2022 and as further 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 Amendment provides for, among other things, the refinancing of the Company’s outstanding term B loans under the Existing Credit Agreement in an aggregate principal amount of $2.495 billion (the “Original Tranche B Term Loans”) with a new tranche of term B loans under the Amended Credit Agreement in an aggregate principal amount of $2.495 billion (the “New Tranche B Term Loans”). The New Tranche B Term Loans will bear interest under the Amended Credit Agreement at a rate per annum equal to, at the Company’s option, either (i) Term SOFR plus an applicable margin of 2.75% or (ii) a base rate plus an applicable margin of 1.75%. Consistent with the Original Tranche B Term Loans, the new Tranche B Term Loans will mature on July 6, 2029. Other than as described herein (and more fully described in the Amendment), the terms of the Amended Credit Agreement are substantially similar to the terms of the Existing Credit Agreement. Additionally, as of July 1, 2023, during the fiscal year 2023, the Company has repaid $176.5 million of the outstanding borrowings under the New Tranche B Term Loans. In connection with this repayment and entry into the Amendment, the Company incurred a pre-tax loss on extinguishment and modification of debt of $3.8 million and $7.6 million for the three and six months ended July 1, 2023, which is included in Other expense, net on the condensed consolidated statements of operations. On April 20, 2023, the Company repaid the principal amount of the $135.0 million bridge credit facility. In connection with the repayment of this debt, the Company incurred a pre-tax loss on extinguishment of debt of $0.7 million for the three and six months ended July 1, 2023, which is included in Other expense, net on the condensed consolidated statements of operations. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 6 Months Ended |
Jul. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | FAIR VALUE OF FINANCIAL INSTRUMENTS The Company is required to record certain assets and liabilities at fair value. The valuation methods used for determining the fair value of these financial instruments by hierarchy are as follows: Level 1 Cash and cash equivalents consist of various bank accounts used to support our operations and investments in institutional money-market funds that are traded in active markets. The restricted cash represents cash held in a “Rabbi” trust, further described in Note 6. Level 2 Derivative financial instruments include an interest rate swap contract and foreign exchange contracts. The fair value of our derivative instruments is estimated using standard valuation models and market-based observable inputs over the contractual term, including the prevailing SOFR based yield curves for the interest rate swap, and forward rates and/or the Overnight Index Swap curve for forward foreign exchange contracts, among others. Level 3 No Level 3 financial instruments. The following table presents financial instruments, other than debt, that we measure at fair value on a recurring basis. See Note 9 of this Report on Form 10-Q for a discussion of our debt. In instances where the inputs used to measure the fair value of an asset fall into more than one level of the hierarchy, we have classified it based on the lowest level input that is significant to the determination of the fair value. Fair Value Measurements at Reporting Date Using (In thousands): Level 1 Level 2 Level 3 Total Assets: July 1, 2023 December 31, 2022 July 1, 2023 December 31, 2022 July 1, 2023 December 31, 2022 July 1, 2023 December 31, 2022 Cash and cash equivalents $ 565,878 $ 561,559 $ — $ — $ — $ — $ 565,878 $ 561,559 Restricted cash 1,139 1,880 — — — — 1,139 1,880 Derivative financial instruments - Interest rate swap - cash flow hedge — — 46,281 46,589 — — 46,281 46,589 Derivative financial instruments -Forward exchange contracts — — — 726 — — — 726 Total Assets $ 567,017 $ 563,439 $ 46,281 $ 47,315 $ — $ — $ 613,298 $ 610,754 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 July 1, 2023 and December 31, 2022 were as follows: July 1, 2023 December 31, 2022 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Total debt, net $ 5,492,011 $ 5,223,304 $ 5,784,893 $ 5,428,900 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jul. 01, 2023 | |
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. The interest rate swap was designated specifically to the Term Loan Facility and qualifies as a cash flow hedge. The notional amount is scheduled to decrease quarterly and will expire on December 30, 2025. As cash flow hedges, unrealized gains are recognized as assets and unrealized losses are recognized as liabilities. Unrealized gains and losses are designated as effective or ineffective based on a comparison of the changes in fair value of the interest rate swaps and changes in fair value of the underlying exposures being hedged. The effective portion is recorded as a component of accumulated other comprehensive income (loss) and will be reflected in earnings during the period the hedged transaction effects earnings, while the ineffective portion is recorded as a component of Interest expense. Foreign Currency Contracts Not Designated as Hedges The Company enters into foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting. The Company recognizes the change in fair value of its foreign currency forward contracts in the condensed consolidated statement of operations. The notional amounts of our derivative instruments are as follows: (In thousands) July 1, 2023 December 31, 2022 Derivatives designated as hedging instruments: Interest rate swap contract - cash flow hedge $ 1,650,000 $ 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 — 26,225 The fair values of our derivative instruments included in the condensed consolidated balance sheets are as follows: (In thousands) Derivative Assets Derivative Liabilities Condensed Consolidated Balance Sheet Location July 1, 2023 December 31, 2022 July 1, 2023 December 31, 2022 Derivatives designated as hedging instruments - Interest rate swap contract -cash flow hedge Other current assets $ 34,382 $ 32,481 $ — $ — Other assets - long-term 11,899 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 condensed consolidated statements of operations: Gain Recognized in Condensed Consolidated Statements of Income (In thousands) Condensed Consolidated Statements of Operations Location Three months ended Six months ended Derivatives designated as hedging instruments: July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Interest rate swap contract-cash flow hedge Interest expense, net $ (9,638) $ — $ (17,551) $ — Derivatives not designated as hedging instruments: Foreign exchange contracts Other expense, net $ (245) $ — $ (374) $ — The following table summarizes the effects of our derivative instruments on Accumulated Other Comprehensive Income: Gain (Loss) recognized in Other Comprehensive Income (Loss) (In thousands) Three months ended Six months ended Derivatives designated as hedging instruments: July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Interest rate swap contract - Cash flow hedge $ 9,716 $ — $ (239) $ — We expect approximately $34.4 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 July 1, 2023. |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | INCOME TAXES The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the company updates an estimate of the annual effective tax rate, and if the estimated tax rate changes, we make a cumulative adjustment. The Company recorded income tax (benefit) expense of $(16.5) million and $5.0 million for the three and six months ended July 1, 2023, respectively, compared to income tax expense of $17.5 million and $37.4 million for the three and six months ended July 2, 2022, respectively. The Company’s effective income tax rate was (9.1)% and 4.3% for the three and six months ended July 1, 2023, respectively, compared to 15.0% and 14.2% for the three and six months ended July 2, 2022, respectively. |
Earnings Per Common Share
Earnings Per Common Share | 6 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | EARNINGS PER COMMON SHARE Basic earnings per common share (“EPS”) is calculated based on the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per common share is calculated based on the weighted average number of shares of common stock outstanding plus potentially dilutive shares of common stock outstanding during the applicable period. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per common share: Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Basic—weighted common shares outstanding 149,825 135,895 149,626 135,783 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock 1,012 559 983 720 Diluted—weighted common shares and common shares equivalent outstanding 150,837 136,454 150,609 136,503 The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three and six months ended July 1, 2023 and July 2, 2022: Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Shares excluded from calculations of diluted EPS 580 595 791 519 |
Other expense (income), net
Other expense (income), net | 6 Months Ended |
Jul. 01, 2023 | |
Other Income and Expenses [Abstract] | |
Other expense (income), net | OTHER EXPENSE, NET Other expense, net for the three and six months ended July 1, 2023 and July 2, 2022 consists of the following: Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Infineum termination fee, net $ — $ — $ (10,876) $ — Loss on foreign currency transactions 3,885 10,046 $ 6,286 $ 14,623 Loss on extinguishment of debt and modification 4,481 — 8,361 — Other, net (642) (427) (705) (102) Other expense, net $ 7,724 $ 9,619 $ 3,066 $ 14,521 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING The Company’s financial segment reporting reflects an organizational alignment intended to leverage the Company’s unique breadth of capabilities to create mission-critical specialty chemicals, chemical mechanical planarization solutions, microcontamination control products, specialty chemicals and advanced materials handling solutions that maximize manufacturing yields, reduce manufacturing costs and enable higher device performance for its customers. While these segments have separate products and technical know-how, they share common business systems and processes, technology centers, and strategic and technology roadmaps. The Company leverages its expertise from these four segments to create new and increasingly integrated solutions for its customers. 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. • 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. • 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. Summarized financial information for the Company’s reportable segments is shown in the following tables. Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Net sales SCEM $ 200,073 $ 179,412 $ 398,077 $ 345,188 APS 240,561 28,317 490,887 58,962 MC 283,614 274,133 552,911 540,770 AMH 190,356 224,084 409,209 422,197 Inter-segment elimination (13,604) (13,457) (27,688) (24,982) Total net sales $ 901,000 $ 692,489 $ 1,823,396 $ 1,342,135 Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Segment profit SCEM (1) $ 173,319 $ 35,539 $ 176,587 $ 73,231 APS (2) 42,419 10,179 9,629 21,338 MC 100,661 100,107 196,658 198,725 AMH 35,830 46,926 83,995 93,616 Total segment profit $ 352,229 $ 192,751 $ 466,869 $ 386,910 1) SCEM segment profit is inclusive of a $154.8 million gain, net on termination of alliance agreement for three and six months ended July 1, 2023. See Note 5 to the Company’s condensed consolidated financial statements for further discussion. 2) APS segment loss is inclusive of a $88.9 million goodwill impairment charge for the six months ended July 1, 2023. See Note 3 to the Company’s condensed consolidated financial statements for further discussion. The following table reconciles total segment profit to income before income tax (benefit) expense: Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Total segment profit $ 352,229 $ 192,751 $ 466,869 $ 386,910 Less: Amortization of intangible assets 54,680 12,494 112,254 25,145 Unallocated general and administrative expenses 29,935 22,287 73,535 40,449 Operating income 267,614 157,970 281,080 321,316 Interest expense 80,908 32,001 167,054 44,877 Interest income (2,303) (658) (3,628) (670) Other expense, net 7,724 9,619 3,066 14,521 Income before income tax (benefit) expense $ 181,285 $ 117,008 $ 114,588 $ 262,588 In the following tables, revenue is disaggregated by customers’ country or region based on the ship to location of the customer for the three and six months ended July 1, 2023 and July 2, 2022, respectively. Three months ended July 1, 2023 (In thousands) SCEM APS MC AMH Inter-segment Total North America $ 83,249 $ 57,632 $ 45,947 $ 56,275 $ (13,604) $ 229,499 Taiwan 23,947 33,179 53,987 28,780 — 139,893 China 17,697 33,006 54,701 35,213 — 140,617 South Korea 21,037 34,848 29,824 27,184 — 112,893 Japan 16,987 8,727 57,789 11,768 — 95,271 Europe 23,738 42,067 24,647 21,902 — 112,354 Southeast Asia 13,418 31,102 16,719 9,234 — 70,473 $ 200,073 $ 240,561 $ 283,614 $ 190,356 $ (13,604) $ 901,000 Three months ended July 2, 2022 (In thousands) SCEM APS MC AMH Inter-segment Total North America $ 55,024 $ 5,742 $ 35,913 $ 73,279 $ (13,457) $ 156,501 Taiwan 28,314 5,494 84,132 39,292 — 157,232 China 28,450 4,365 43,720 31,802 — 108,337 South Korea 18,456 6,333 29,443 30,019 — 84,251 Japan 20,582 813 46,939 15,501 — 83,835 Europe 13,376 2,045 21,319 25,329 — 62,069 Southeast Asia 15,210 3,525 12,667 8,862 — 40,264 $ 179,412 $ 28,317 $ 274,133 $ 224,084 $ (13,457) $ 692,489 Six months ended July 1, 2023 (In thousands) SCEM APS MC AMH Inter-segment Total North America $ 164,568 $ 123,642 $ 87,713 $ 131,873 $ (27,688) $ 480,108 Taiwan 47,982 67,338 108,222 65,442 — 288,984 China 34,044 64,619 110,372 67,013 — 276,048 South Korea 41,682 70,574 59,653 61,640 — 233,549 Japan 37,264 17,806 107,542 23,084 — 185,696 Europe 46,894 82,338 51,651 43,886 — 224,769 Southeast Asia 25,643 64,570 27,758 16,271 — 134,242 $ 398,077 $ 490,887 $ 552,911 $ 409,209 $ (27,688) $ 1,823,396 Six months ended July 2, 2022 (In thousands) SCEM APS MC AMH Inter-segment Total North America $ 105,136 $ 12,934 $ 71,268 $ 137,620 $ (24,982) $ 301,976 Taiwan 55,577 10,735 162,175 73,010 — 301,497 China 50,993 8,346 84,241 58,630 — 202,210 South Korea 36,861 12,382 63,135 60,028 — 172,406 Japan 43,097 1,597 94,598 28,365 — 167,657 Europe 24,607 4,503 39,693 47,575 — 116,378 Southeast Asia 28,917 8,465 25,660 16,969 — 80,011 $ 345,188 $ 58,962 $ 540,770 $ 422,197 $ (24,982) $ 1,342,135 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 01, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS Segment Realignment In the third quarter of 2023, in order to align its segment financial reporting with a change in its business structure, the Company will implement a realignment of its segments. Following the segment realignment, the Company’s three reportable segments will be as follows (1) Advanced Materials Handling, (2) Microcontamination Control, and (3) a new division that combines SCEM and APS. The succeeding interim and annual periods will disclose the reportable segments with prior periods recast to reflect the change. The Company will evaluate any impairment implications from the segment changes and related reporting unit changes, if any, during the period in which the changes take effect. Dividend On July 19, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.10 per share to be paid on August 23, 2023 to shareholders of record on the close of business on August 2, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Apr. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Pay vs Performance Disclosure | ||||||
Net income | $ 197,646 | $ (88,166) | $ 99,491 | $ 125,705 | $ 109,480 | $ 225,196 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jul. 01, 2023 shares | Jul. 01, 2023 shares | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Plan Arrangements On May 19, 2023, James A. O’Neill, our Senior Vice President and Chief Technology Officer, entered into a Rule 10b5-1 Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. O’Neill’s plan provides for the sale of up to 1,918 share s of the Company’s common stock. The plan expires on May 17, 2024, or upon the earlier completion of all authorized transactions under the plan. | |
Name | James A. O’Neill | |
Title | Senior Vice President and Chief Technology Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 19, 2023 | |
Termination Date | May 17, 2024 | |
Aggregate Available | 1,918 | 1,918 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations Entegris, Inc. (“Entegris”, “the Company”, “us”, “we”, or “our”) is a leading supplier of advanced materials and process solutions for the semiconductor and other high-technology industries. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, right-of-use assets, goodwill, intangibles, accrued expenses, short-term and long-term lease liability, income taxes and related accounts, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and contain all adjustments considered necessary, and are of a normal recurring nature, to present fairly the financial position as of July 1, 2023 and December 31, 2022, and the results of operations and comprehensive income for the three and six months ended July 1, 2023 and July 2, 2022, the equity statements as of and for the three and six months ended July 1, 2023 and July 2, 2022, and cash flows for the six months ended July 1, 2023 and July 2, 2022. Our recently acquired subsidiary, CMC Materials LLC (formerly known as CMC Materials, Inc.) (“CMC Materials”), follows a monthly reporting calendar. The second quarter of 2023 for CMC Materials ended on June 30, 2023, whereas the Company’s second quarter ended on July 1, 2023. The Company believes that use of the different fiscal periods for this entity has not had a material impact on the Company’s condensed consolidated financial position, results of operations, or liquidity. All significant intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated financial statements and accompanying notes are presented as permitted by Form 10-Q and do not contain certain information included in the Company’s annual consolidated financial statements and notes. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The results of operations for the three and six months ended July 1, 2023 are not necessarily indicative of the results to be expected for the full year. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company currently has no material recently adopted accounting pronouncements. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Revenues [Abstract] | |
Contract with Customer, Asset and Liability | The following table provides information about current contract liabilities from contracts with customers. The contract liabilities are included in other accrued liabilities balance in the condensed consolidated balance sheet. (In thousands) July 1, 2023 July 2, 2022 Balance at beginning of period $ 60,476 $ 23,050 Revenue recognized that was included in the contract liability balance at the beginning of the period (43,905) (15,585) Increases due to cash received, excluding amounts recognized as revenue during the period 79,621 25,770 Contract liabilities included as part of disposition (6,226) — Balance at end of period $ 89,966 $ 33,235 |
Business Combinations and Asset
Business Combinations and Asset Acquisitions (Tables) - CMC Materials | 6 Months Ended |
Jul. 01, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable | The purchase price of CMC Materials consisted of the following: (In thousands): Cash paid to CMC Materials’ shareholders $ 3,836,983 Stock paid to CMC Materials’ shareholders 1,265,690 Repayment of CMC Materials’ indebtedness 918,578 Total purchase price 6,021,251 Less cash and cash equivalents acquired 280,636 Total purchase price, net of cash acquired $ 5,740,615 |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the Acquisition: (In thousands): July 6, 2022 Cash and cash equivalents $ 280,636 Accounts receivable and other current assets 207,472 Inventory 256,598 Property, plant and equipment 537,387 Identifiable intangible assets 1,736,219 Other noncurrent assets 39,725 Current liabilities (211,417) Deferred tax liabilities and other noncurrent liabilities (452,805) Net assets acquired 2,393,815 Goodwill 3,627,436 Total purchase price $ 6,021,251 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The Company recognized the following intangible assets as part of the acquisition of CMC Materials and finite-lived assets are amortized on a straight-line basis: (In thousands) Amount Weighted Developed technology $ 1,043,000 7.3 Trademarks and trade names 236,600 14.9 Customer relationships 414,300 18.3 In-process research and development (1) 31,400 Other 10,919 1.0 $ 1,736,219 11.0 |
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 January 1, 2021. The unaudited pro forma financial information is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The pro forma information does not include any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition. Three months ended Six months ended (In thousands, except share data) July 2, 2022 July 2, 2022 Net sales $ 1,011,862 $ 1,980,953 Net income 70,417 170,681 Per share amounts: Net income per common share - basic $ 0.47 $ 1.15 Net income per common share - diluted $ 0.47 $ 1.13 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
PIM [Member] | |
Disposal (Line Items) | |
Disclosure of Long-Lived Assets Held-for-sale | PIM Assets-held-for sale comprise the following as of July 1, 2023: (In thousands) Assets: July 1, 2023 Current assets $ 51,612 Property, Plant and Equipment, net 110,944 Intangible assets, net 76,692 Goodwill 12,707 Other assets 1,352 Total assets-held-for sale $ 253,307 Liabilities: Accounts payable $ 6,628 Accrued expenses 6,584 Long-term liabilities 1,235 Total liabilities-held-for sale $ 14,447 |
EC [Member] | |
Disposal (Line Items) | |
Disposal Groups, Including Discontinued Operations | EC Assets-held-for sale comprise the following as of July 1, 2023: (In thousands) Assets: July 1, 2023 Current assets $ 106,063 Property, Plant and Equipment, net 170,180 Intangible assets, net 263,686 Goodwill 250,775 Other assets 7,936 Total assets-held-for sale $ 798,640 Liabilities: Accounts payable $ 16,706 Accrued expenses 14,449 Long-term liabilities 70,182 Total liabilities-held-for sale $ 101,337 |
QED [Member] | |
Disposal (Line Items) | |
Schedule of Business Acquisitions by Acquisition, Consideration | The following table summarizes the fair value of the sale proceeds received in connection with the divestiture, which are subject to further post-closing adjustment: (In thousands) March 1, 2023 Fair value of sale consideration $ 137,500 Final working capital adjustment 1,031 Cash transferred to the buyer on the closing balance sheet (1,465) Direct costs to sell (2,780) Fair value of sale consideration $ 134,286 |
Schedule of Noncash or Part Noncash Divestitures | |
Disposal Groups, Including Discontinued Operations | The major classes of assets and liabilities sold consisted of the following: (In thousands) March 1, 2023 Assets: Current assets $ 19,219 Property, plant and equipment, net 2,663 Goodwill 90,005 Intangible assets, net 48,661 Other assets 842 Total assets $ 161,390 Liabilities: Accounts payable $ 1,340 Accrued expenses 8,750 Long-term liabilities 2,067 Total liabilities $ 12,157 |
Cash, Cash Equivalents and Re_2
Cash, Cash Equivalents and Restricted Cash (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheet that sum to the total of the same amounts shown in the condensed consolidated statement of cash flows. (In thousands) July 1, 2023 December 31, 2022 Cash and cash equivalents $ 565,878 $ 561,559 Restricted cash 1,139 1,880 Total cash, cash equivalents and restricted cash $ 567,017 $ 563,439 The restricted cash represents cash held in a “Rabbi” trust. Prior to the acquisition of CMC Materials, CMC Materials’ change in control severance protection agreements required CMC Materials to establish a Rabbi trust prior to a change in control and fully fund the trust to cover all the severance benefits that may become payable under the agreements. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: (In thousands) July 1, 2023 December 31, 2022 Raw materials $ 315,616 $ 337,576 Work-in-process 55,978 60,182 Finished goods (1) 368,757 415,057 Total inventories, net $ 740,351 $ 812,815 (1) Includes consignment inventories held by customers of $23.9 million and $46.2 million at July 1, 2023 and December 31, 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
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”), Advanced Planarization Solutions (“APS”), Microcontamination Control (“MC”), and Advanced Materials Handling (“AMH”), and was as follows at December 31, 2022 and July 1 2023: (In thousands) SCEM APS MC AMH Total December 31, 2022 $ 561,328 $ 3,530,813 $ 242,088 $ 74,102 $ 4,408,331 Goodwill impairment — (88,872) — — (88,872) Disposition of business (90,005) — — — (90,005) Purchase accounting adjustments 3,409 (4,430) — — (1,021) Assets held-for-sale (3,885) (250,775) — — (254,660) Foreign currency translation (33) — (3,493) — (3,526) July 1, 2023 $ 470,814 $ 3,186,736 $ 238,595 $ 74,102 $ 3,970,247 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Identifiable intangible assets at July 1, 2023 and December 31, 2022 consist of the following: July 1, 2023 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,262,685 $ 384,845 $ 877,840 Trademarks and trade names 172,272 32,610 139,662 Customer relationships 673,765 282,644 391,121 In-process research and development (1) 9,400 — 9,400 Other 23,924 20,237 3,687 $ 2,142,046 $ 720,336 $ 1,421,710 December 31, 2022 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,302,101 $ 313,876 $ 988,225 Trademarks and trade names 250,473 29,565 220,908 Customer relationships 863,947 273,039 590,908 In-process research and development (1) 31,100 — 31,100 Other 31,206 20,392 10,814 $ 2,478,827 $ 636,872 $ 1,841,955 (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. |
Estimated Future Amortization Expense | Future amortization expense relating to intangible assets currently recorded in the Company’s condensed consolidated balance sheets is estimated to be the following at July 1, 2023: (In thousands) Remaining 2023 2024 2025 2026 2027 Thereafter Total Future amortization expense $ 102,710 194,774 188,318 185,381 181,694 568,833 $ 1,421,710 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt as of July 1, 2023 and December 31, 2022 consists of the following: (In thousands) July 1, 2023 December 31, 2022 Senior secured term loan facility due 2029 2,318,499 2,495,000 Senior secured notes due 2029 1,600,000 1,600,000 Senior unsecured notes due 2030 895,000 895,000 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 Revolving facility due 2027 — — Total debt (par value) 5,613,499 5,925,000 Unamortized discount and debt issuance costs 121,488 140,107 Total debt, net $ 5,492,011 $ 5,784,893 Less short-term debt, including current portion of long-term debt — 151,965 Total long-term debt, net $ 5,492,011 $ 5,632,928 |
Schedule of Maturities of Long-term Debt | Annual maturities of long-term debt, excluding unamortized discount and debt issuance costs, due as of July 1, 2023 are as follows: (In thousands) Remaining 2023 2024 2025 2026 2027 Thereafter Total Contractual debt obligation maturities (1) $ — — — — — 5,613,499 $ 5,613,499 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following table presents financial instruments, other than debt, that we measure at fair value on a recurring basis. See Note 9 of this Report on Form 10-Q for a discussion of our debt. In instances where the inputs used to measure the fair value of an asset fall into more than one level of the hierarchy, we have classified it based on the lowest level input that is significant to the determination of the fair value. Fair Value Measurements at Reporting Date Using (In thousands): Level 1 Level 2 Level 3 Total Assets: July 1, 2023 December 31, 2022 July 1, 2023 December 31, 2022 July 1, 2023 December 31, 2022 July 1, 2023 December 31, 2022 Cash and cash equivalents $ 565,878 $ 561,559 $ — $ — $ — $ — $ 565,878 $ 561,559 Restricted cash 1,139 1,880 — — — — 1,139 1,880 Derivative financial instruments - Interest rate swap - cash flow hedge — — 46,281 46,589 — — 46,281 46,589 Derivative financial instruments -Forward exchange contracts — — — 726 — — — 726 Total Assets $ 567,017 $ 563,439 $ 46,281 $ 47,315 $ — $ — $ 613,298 $ 610,754 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 July 1, 2023 and December 31, 2022 were as follows: July 1, 2023 December 31, 2022 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Total debt, net $ 5,492,011 $ 5,223,304 $ 5,784,893 $ 5,428,900 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Open Forward Foreign Currency Contract | The Company enters into foreign exchange contracts in an effort to mitigate the risks associated with currency fluctuations on certain foreign currency balance sheet exposures. These foreign exchange contracts do not qualify for hedge accounting. The Company recognizes the change in fair value of its foreign currency forward contracts in the condensed consolidated statement of operations. The notional amounts of our derivative instruments are as follows: (In thousands) July 1, 2023 December 31, 2022 Derivatives designated as hedging instruments: Interest rate swap contract - cash flow hedge $ 1,650,000 $ 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 — 26,225 |
Fair Value, by Balance Sheet Grouping | The fair values of our derivative instruments included in the condensed consolidated balance sheets are as follows: (In thousands) Derivative Assets Derivative Liabilities Condensed Consolidated Balance Sheet Location July 1, 2023 December 31, 2022 July 1, 2023 December 31, 2022 Derivatives designated as hedging instruments - Interest rate swap contract -cash flow hedge Other current assets $ 34,382 $ 32,481 $ — $ — Other assets - long-term 11,899 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 condensed consolidated statements of operations: Gain Recognized in Condensed Consolidated Statements of Income (In thousands) Condensed Consolidated Statements of Operations Location Three months ended Six months ended Derivatives designated as hedging instruments: July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Interest rate swap contract-cash flow hedge Interest expense, net $ (9,638) $ — $ (17,551) $ — Derivatives not designated as hedging instruments: Foreign exchange contracts Other expense, net $ (245) $ — $ (374) $ — |
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: Gain (Loss) recognized in Other Comprehensive Income (Loss) (In thousands) Three months ended Six months ended Derivatives designated as hedging instruments: July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Interest rate swap contract - Cash flow hedge $ 9,716 $ — $ (239) $ — |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
Reconcilation of Share Amount Used in Computaion of Basic and Diluted Earnings Per Share (EPS) | The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per common share: Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Basic—weighted common shares outstanding 149,825 135,895 149,626 135,783 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock 1,012 559 983 720 Diluted—weighted common shares and common shares equivalent outstanding 150,837 136,454 150,609 136,503 |
Shares Excluded Underlying Stock Based Awards from Calculations of Diluted EPS | The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three and six months ended July 1, 2023 and July 2, 2022: Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Shares excluded from calculations of diluted EPS 580 595 791 519 |
Other Expense (Income), net (Ta
Other Expense (Income), net (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Other Income and Expenses [Abstract] | |
Other expense (income), net | Other expense, net for the three and six months ended July 1, 2023 and July 2, 2022 consists of the following: Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Infineum termination fee, net $ — $ — $ (10,876) $ — Loss on foreign currency transactions 3,885 10,046 $ 6,286 $ 14,623 Loss on extinguishment of debt and modification 4,481 — 8,361 — Other, net (642) (427) (705) (102) Other expense, net $ 7,724 $ 9,619 $ 3,066 $ 14,521 Infineum termination fee, net On October 11, 2022, the Company and Infineum entered into a definitive agreement for the sale of the Company’s PIM business. On February 10, 2023, the Company terminated the definitive agreement. In accordance with the terms of the definitive agreement, the Company received a $12.0 million termination fee from Infineum in the first quarter of 2023 and incurred a transaction fee of $1.1 million to the third-party financial adviser it had engaged to assist with the transaction. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for Reportable Segments | Summarized financial information for the Company’s reportable segments is shown in the following tables. Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Net sales SCEM $ 200,073 $ 179,412 $ 398,077 $ 345,188 APS 240,561 28,317 490,887 58,962 MC 283,614 274,133 552,911 540,770 AMH 190,356 224,084 409,209 422,197 Inter-segment elimination (13,604) (13,457) (27,688) (24,982) Total net sales $ 901,000 $ 692,489 $ 1,823,396 $ 1,342,135 Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Segment profit SCEM (1) $ 173,319 $ 35,539 $ 176,587 $ 73,231 APS (2) 42,419 10,179 9,629 21,338 MC 100,661 100,107 196,658 198,725 AMH 35,830 46,926 83,995 93,616 Total segment profit $ 352,229 $ 192,751 $ 466,869 $ 386,910 1) SCEM segment profit is inclusive of a $154.8 million gain, net on termination of alliance agreement for three and six months ended July 1, 2023. See Note 5 to the Company’s condensed consolidated financial statements for further discussion. 2) APS segment loss is inclusive of a $88.9 million goodwill impairment charge for the six months ended July 1, 2023. See Note 3 to the Company’s condensed consolidated financial statements for further discussion. |
Reconciliation of Total Segment Profit to Operating Income | The following table reconciles total segment profit to income before income tax (benefit) expense: Three months ended Six months ended (In thousands) July 1, 2023 July 2, 2022 July 1, 2023 July 2, 2022 Total segment profit $ 352,229 $ 192,751 $ 466,869 $ 386,910 Less: Amortization of intangible assets 54,680 12,494 112,254 25,145 Unallocated general and administrative expenses 29,935 22,287 73,535 40,449 Operating income 267,614 157,970 281,080 321,316 Interest expense 80,908 32,001 167,054 44,877 Interest income (2,303) (658) (3,628) (670) Other expense, net 7,724 9,619 3,066 14,521 Income before income tax (benefit) expense $ 181,285 $ 117,008 $ 114,588 $ 262,588 |
Schedule of Revenue from External Customers, by Geographical Areas | In the following tables, revenue is disaggregated by customers’ country or region based on the ship to location of the customer for the three and six months ended July 1, 2023 and July 2, 2022, respectively. Three months ended July 1, 2023 (In thousands) SCEM APS MC AMH Inter-segment Total North America $ 83,249 $ 57,632 $ 45,947 $ 56,275 $ (13,604) $ 229,499 Taiwan 23,947 33,179 53,987 28,780 — 139,893 China 17,697 33,006 54,701 35,213 — 140,617 South Korea 21,037 34,848 29,824 27,184 — 112,893 Japan 16,987 8,727 57,789 11,768 — 95,271 Europe 23,738 42,067 24,647 21,902 — 112,354 Southeast Asia 13,418 31,102 16,719 9,234 — 70,473 $ 200,073 $ 240,561 $ 283,614 $ 190,356 $ (13,604) $ 901,000 Three months ended July 2, 2022 (In thousands) SCEM APS MC AMH Inter-segment Total North America $ 55,024 $ 5,742 $ 35,913 $ 73,279 $ (13,457) $ 156,501 Taiwan 28,314 5,494 84,132 39,292 — 157,232 China 28,450 4,365 43,720 31,802 — 108,337 South Korea 18,456 6,333 29,443 30,019 — 84,251 Japan 20,582 813 46,939 15,501 — 83,835 Europe 13,376 2,045 21,319 25,329 — 62,069 Southeast Asia 15,210 3,525 12,667 8,862 — 40,264 $ 179,412 $ 28,317 $ 274,133 $ 224,084 $ (13,457) $ 692,489 Six months ended July 1, 2023 (In thousands) SCEM APS MC AMH Inter-segment Total North America $ 164,568 $ 123,642 $ 87,713 $ 131,873 $ (27,688) $ 480,108 Taiwan 47,982 67,338 108,222 65,442 — 288,984 China 34,044 64,619 110,372 67,013 — 276,048 South Korea 41,682 70,574 59,653 61,640 — 233,549 Japan 37,264 17,806 107,542 23,084 — 185,696 Europe 46,894 82,338 51,651 43,886 — 224,769 Southeast Asia 25,643 64,570 27,758 16,271 — 134,242 $ 398,077 $ 490,887 $ 552,911 $ 409,209 $ (27,688) $ 1,823,396 Six months ended July 2, 2022 (In thousands) SCEM APS MC AMH Inter-segment Total North America $ 105,136 $ 12,934 $ 71,268 $ 137,620 $ (24,982) $ 301,976 Taiwan 55,577 10,735 162,175 73,010 — 301,497 China 50,993 8,346 84,241 58,630 — 202,210 South Korea 36,861 12,382 63,135 60,028 — 172,406 Japan 43,097 1,597 94,598 28,365 — 167,657 Europe 24,607 4,503 39,693 47,575 — 116,378 Southeast Asia 28,917 8,465 25,660 16,969 — 80,011 $ 345,188 $ 58,962 $ 540,770 $ 422,197 $ (24,982) $ 1,342,135 |
Revenues Revenues - Significant
Revenues Revenues - Significant changes in contract liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jul. 02, 2022 | |
Revenues [Abstract] | ||
Balance at beginning of period | $ 60,476 | $ 23,050 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | (43,905) | (15,585) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 79,621 | 25,770 |
Contract liabilities included as part of disposition | (6,226) | 0 |
Balance at end of period | $ 89,966 | $ 33,235 |
Goodwill Impairment (Details)
Goodwill Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |
Jul. 01, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Oct. 01, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment of goodwill | $ 0 | $ 88,872 | $ 0 | $ 0 |
Impairment of EC goodwill | $ 88,900 | |||
Business Combination, Price of Acquisition, Expected | $ 700,000 |
CMC Acquisition (Details)
CMC Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||||
Jul. 06, 2022 | Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Oct. 01, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Long-term Debt, Gross | $ 5,613,499 | $ 5,613,499 | $ 5,925,000 | |||||
Goodwill | $ 3,627,436 | 3,970,247 | 3,970,247 | 4,408,331 | ||||
Charge for fair value mark-up of acquired inventory sold | 61,900 | |||||||
Net Sales | 901,000 | $ 692,489 | 1,823,396 | $ 1,342,135 | $ 1,342,135 | |||
Business Acquisition, Pro Forma Revenue | 1,011,862 | 1,980,953 | ||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 70,417 | $ 170,681 | ||||||
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0.47 | $ 1.15 | ||||||
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.47 | $ 1.13 | ||||||
Payments of long-term debt | 145,000 | |||||||
Income tax (benefit) expense | (16,491) | $ 17,517 | 4,978 | $ 37,392 | ||||
Net Sales | 901,000 | $ 692,489 | 1,823,396 | $ 1,342,135 | $ 1,342,135 | |||
Asset Acquisition, Consideration Transferred | 6,000,000 | |||||||
Secured Debt | ||||||||
Business Acquisition [Line Items] | ||||||||
Long-term Debt, Gross | 2,495,000 | |||||||
Senior secured notes due 2029 | ||||||||
Business Acquisition [Line Items] | ||||||||
Long-term Debt, Gross | 1,600,000 | 1,600,000 | 1,600,000 | 1,600,000 | ||||
Bridge credit facility due 2023 | ||||||||
Business Acquisition [Line Items] | ||||||||
Bridge credit facility due 2023 | 275,000 | 0 | 0 | 135,000 | ||||
Senior unsecured notes due 2030 | ||||||||
Business Acquisition [Line Items] | ||||||||
Long-term Debt, Gross | 895,000 | $ 895,000 | $ 895,000 | $ 895,000 | ||||
CMC Materials | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Acquisition Related Costs | $ 39,500 | |||||||
Cash paid to CMC Materials’ shareholders | 3,836,983 | |||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 1,265,690 | |||||||
Payments for Deposits Applied to Debt Retirements | 918,578 | |||||||
Payments to acquire business | 6,021,251 | |||||||
Cash Acquired from Acquisition | 280,636 | |||||||
Acquisition of businesses, net of cash acquired | $ 5,740,615 | |||||||
Business Acquisition, Share Price | $ 133 | |||||||
Cash and Cash Equivalents, Fair Value Disclosure | $ 280,636 | |||||||
Trade accounts and notes receivable, net | 207,472 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 256,598 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 537,387 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 1,736,219 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 39,725 | |||||||
Current liabilities | (211,417) | |||||||
Deferred tax liabilities and other noncurrent liabilities | (452,805) | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | 2,393,815 | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | 6,021,251 | |||||||
Fair value of acquired inventories | 256,600 | |||||||
Fair value of acquired property, plant and equipment | $ 537,400 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years | |||||||
CMC Materials | Developed Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 1,043,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years 3 months 18 days | |||||||
CMC Materials | Trademarks and Trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 236,600 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years 10 months 24 days | |||||||
CMC Materials | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 414,300 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 18 years 3 months 18 days | |||||||
CMC Materials | In Process Research and Development | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 31,400 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ||||||||
CMC Materials | Other Intangible Assets | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 10,919 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
PIM Held for sale (Details)
PIM Held for sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Feb. 10, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Disposal (Line Items) | ||||||
Business Exit Costs | $ 12,000 | |||||
Termination fee, net | $ 0 | $ 0 | $ 10,876 | $ 0 | ||
Transaction advisor fee | 1,100 | |||||
Liabilities held-for-sale | 115,784 | 115,784 | $ 10,637 | |||
PIM [Member] | ||||||
Disposal (Line Items) | ||||||
Termination fee, net | $ 10,900 | |||||
Current assets | 51,612 | 51,612 | ||||
Property, Plant and Equipment, net | 110,944 | 110,944 | ||||
Intangible assets, net | 76,692 | 76,692 | ||||
Goodwill | 12,707 | 12,707 | ||||
Other assets | 1,352 | 1,352 | ||||
Total assets-held-for sale | 253,307 | 253,307 | ||||
Accounts payable | 6,628 | 6,628 | ||||
Accrued expenses | 6,584 | 6,584 | ||||
Long-term liabilities | 1,235 | 1,235 | ||||
Liabilities held-for-sale | 14,447 | 14,447 | ||||
Results of Operations, Income before Income Taxes | $ 12,700 | $ 21,300 |
EC Held for sale (Details)
EC Held for sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
May 10, 2023 | Jul. 01, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Oct. 01, 2022 | Dec. 31, 2022 | |
Disposal (Line Items) | ||||||
Liabilities held-for-sale | $ 115,784 | $ 115,784 | $ 10,637 | |||
Loss before income taxes | (1,300) | (14,900) | ||||
Impairment of goodwill | 0 | 88,872 | $ 0 | $ 0 | ||
Impairment of EC goodwill | 88,900 | |||||
Impairment of goodwill | 88,872 | $ 0 | ||||
Impairment of EC goodwill | 88,900 | |||||
EC [Member] | ||||||
Disposal (Line Items) | ||||||
Proceeds from Divestiture of Businesses | 700,000 | |||||
Gain (Loss) on Sale of Project | $ 13,600 | 13,600 | ||||
Current assets | 106,063 | 106,063 | ||||
Property, Plant and Equipment, net | 170,180 | 170,180 | ||||
Intangible assets, net | 263,686 | 263,686 | ||||
Goodwill | 250,775 | 250,775 | ||||
Other assets | 7,936 | 7,936 | ||||
Total assets-held-for sale | 798,640 | 798,640 | ||||
Accounts payable | 16,706 | 16,706 | ||||
Long-term liabilities | 70,182 | 70,182 | ||||
Liabilities held-for-sale | 101,337 | 101,337 | ||||
Loss before income taxes | 3,100 | 86,600 | ||||
Short term lease obligations | $ 14,449 | 14,449 | ||||
Impairment of EC goodwill | 88,900 | |||||
Impairment of EC goodwill | $ 88,900 |
QED sale (Details)
QED sale (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 10, 2023 | Feb. 10, 2023 | Jul. 01, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Disposal (Line Items) | ||||||
Business Exit Costs | $ (12,000) | |||||
Proceeds from sale of business | $ (134,286) | $ 0 | ||||
Carrying value of net assets | $ 149,200 | |||||
Liabilities held-for-sale | $ 115,784 | 115,784 | $ 10,637 | |||
Loss before income taxes | (1,300) | (14,900) | ||||
Discontinued Operation, Tax (Expense) Benefit from Provision for (Gain) Loss on Disposal | 6,800 | |||||
QED [Member] | ||||||
Disposal (Line Items) | ||||||
Proceeds from Divestiture of Businesses | 134,286 | 134,300 | ||||
Business Combination, Consideration Transferred | 137,500 | |||||
Final working capital adjustment | 1,031 | |||||
Business Combination, Consideration Transferred, Other | (1,465) | |||||
Business Exit Costs | (2,780) | |||||
Current assets | 19,219 | |||||
Property, Plant and Equipment, net | 2,663 | |||||
Goodwill | 90,005 | |||||
Intangible assets, net | 48,661 | |||||
Other assets | 842 | |||||
Total assets-held-for sale | 161,390 | |||||
Accounts payable | 1,340 | |||||
Accrued expenses | 8,750 | |||||
Long-term liabilities | $ 2,067 | $ 2,067 | ||||
Liabilities held-for-sale | $ 12,157 |
Assets Held For Sale and Divest
Assets Held For Sale and Divestitures (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Jun. 02, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Gain (Loss) on Contract Termination | $ 154,800 | $ 154,754 | $ 0 | |
Proceeds from termination of alliance agreement | 200,000 | 169,251 | $ 0 | |
Partial proceeds on contract termination | $ 170,000 | |||
Receivable from contract termination | $ 30,000 | $ 30,000 |
Cash, Cash Equivalents and Re_3
Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 | Jul. 02, 2022 | Dec. 31, 2021 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||||
Cash and cash equivalents | $ 565,878 | $ 561,559 | ||
Restricted cash | 1,139 | 1,880 | ||
Total cash, cash equivalents and restricted cash | $ 567,017 | $ 563,439 | $ 2,743,231 | $ 402,565 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 315,616 | $ 337,576 |
Work-in-process | 55,978 | 60,182 |
Finished goods (1) | 368,757 | 415,057 |
Total inventories, net | 740,351 | 812,815 |
Consignment inventory held by | $ 23,900 | $ 46,200 |
Goodwill Rollforward (Details)
Goodwill Rollforward (Details) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 USD ($) | Jul. 01, 2023 USD ($) | |
Goodwill [Line Items] | ||
Goodwill - Beginning | $ 4,408,331 | |
Goodwill, Impaired, Accumulated Impairment Loss | $ (88,900) | (88,900) |
Goodwill, Written off Related to Sale of Business Unit | (90,005) | |
Purchase Accounting Adjustments | 1,000 | (1,021) |
Long-Lived Asset, Held-for-Sale, Fair Value Disclosure | 254,660 | 254,660 |
Foreign currency translation | 3,500 | (3,526) |
Goodwill - End | 3,970,247 | 3,970,247 |
Goodwill, Other Increase (Decrease) | 438,100 | |
Specialty Chemicals and Electronic Materials SCEM | ||
Goodwill [Line Items] | ||
Goodwill - Beginning | 561,328 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 |
Goodwill, Written off Related to Sale of Business Unit | (90,005) | |
Purchase Accounting Adjustments | 3,409 | |
Long-Lived Asset, Held-for-Sale, Fair Value Disclosure | (3,885) | (3,885) |
Foreign currency translation | (33) | |
Goodwill - End | 470,814 | 470,814 |
Advanced Planarization Solutions | ||
Goodwill [Line Items] | ||
Goodwill - Beginning | 3,530,813 | |
Goodwill, Impaired, Accumulated Impairment Loss | (88,872) | (88,872) |
Goodwill, Written off Related to Sale of Business Unit | 0 | |
Purchase Accounting Adjustments | (4,430) | |
Long-Lived Asset, Held-for-Sale, Fair Value Disclosure | (250,775) | (250,775) |
Foreign currency translation | 0 | |
Goodwill - End | 3,186,736 | 3,186,736 |
Microcontamination Control MC | ||
Goodwill [Line Items] | ||
Goodwill - Beginning | 242,088 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 |
Goodwill, Written off Related to Sale of Business Unit | 0 | |
Purchase Accounting Adjustments | 0 | |
Long-Lived Asset, Held-for-Sale, Fair Value Disclosure | 0 | 0 |
Foreign currency translation | (3,493) | |
Goodwill - End | 238,595 | 238,595 |
Advanced Materials Handling AMH | ||
Goodwill [Line Items] | ||
Goodwill - Beginning | 74,102 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 |
Goodwill, Written off Related to Sale of Business Unit | 0 | |
Purchase Accounting Adjustments | 0 | |
Long-Lived Asset, Held-for-Sale, Fair Value Disclosure | 0 | 0 |
Foreign currency translation | 0 | |
Goodwill - End | $ 74,102 | $ 74,102 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 01, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets | ||||
Gross carrying Amount | $ 2,142,046 | $ 2,142,046 | $ 2,142,046 | $ 2,478,827 |
Accumulated amortization | 720,336 | 720,336 | 720,336 | 636,872 |
Net carrying value | 1,421,710 | 1,421,710 | 1,421,710 | 1,841,955 |
Goodwill [Line Items] | ||||
Assets held-for-sale | (254,660) | (254,660) | (254,660) | |
Purchase Accounting Adjustments | 1,000 | (1,021) | ||
Impairment of goodwill | 88,872 | |||
Goodwill, Written off Related to Sale of Business Unit | (90,005) | |||
Goodwill, Held for Sale, Fair Value disclosure | 254,700 | 254,700 | 254,700 | |
Specialty Chemicals and Electronic Materials SCEM | ||||
Goodwill [Line Items] | ||||
Assets held-for-sale | 3,885 | 3,885 | 3,885 | |
Purchase Accounting Adjustments | 3,409 | |||
Goodwill, Written off Related to Sale of Business Unit | (90,005) | |||
Advanced Planarization Solutions | ||||
Goodwill [Line Items] | ||||
Assets held-for-sale | 250,775 | 250,775 | 250,775 | |
Purchase Accounting Adjustments | (4,430) | |||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||
Microcontamination Control MC | ||||
Goodwill [Line Items] | ||||
Assets held-for-sale | 0 | 0 | 0 | |
Purchase Accounting Adjustments | 0 | |||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||
Advanced Materials Handling AMH | ||||
Goodwill [Line Items] | ||||
Assets held-for-sale | 0 | 0 | 0 | |
Purchase Accounting Adjustments | 0 | |||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||
Developed Technology | ||||
Finite-Lived Intangible Assets | ||||
Gross carrying Amount | 1,262,685 | 1,262,685 | 1,262,685 | 1,302,101 |
Accumulated amortization | 384,845 | 384,845 | 384,845 | 313,876 |
Net carrying value | 877,840 | 877,840 | 877,840 | 988,225 |
Trademarks and Trade names | ||||
Finite-Lived Intangible Assets | ||||
Gross carrying Amount | 172,272 | 172,272 | 172,272 | 250,473 |
Accumulated amortization | 32,610 | 32,610 | 32,610 | 29,565 |
Net carrying value | 139,662 | 139,662 | 139,662 | 220,908 |
Customer Relationships | ||||
Finite-Lived Intangible Assets | ||||
Gross carrying Amount | 673,765 | 673,765 | 673,765 | 863,947 |
Accumulated amortization | 282,644 | 282,644 | 282,644 | 273,039 |
Net carrying value | 391,121 | 391,121 | 391,121 | 590,908 |
In Process Research and Development | ||||
Finite-Lived Intangible Assets | ||||
Gross carrying Amount | 9,400 | 9,400 | 9,400 | 31,100 |
Accumulated amortization | 0 | 0 | 0 | 0 |
Net carrying value | 9,400 | 9,400 | 9,400 | 31,100 |
Other Intangible Assets | ||||
Finite-Lived Intangible Assets | ||||
Gross carrying Amount | 23,924 | 23,924 | 23,924 | 31,206 |
Accumulated amortization | 20,237 | 20,237 | 20,237 | 20,392 |
Net carrying value | $ 3,687 | $ 3,687 | $ 3,687 | $ 10,814 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining 2023 | $ 102,710 | |
2024 | 194,774 | |
2025 | 188,318 | |
2026 | 185,381 | |
2027 | 181,694 | |
Thereafter | 568,833 | |
Total | $ 1,421,710 | $ 1,841,955 |
Debt Summary Table (Details)
Debt Summary Table (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 | Jul. 06, 2022 |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 5,613,499 | $ 5,925,000 | |
Unamortized discount and debt issuance costs | 121,488 | 140,107 | |
Total debt, net | 5,492,011 | 5,784,893 | |
Short-term debt, including current portion of long-term debt | 0 | 151,965 | |
Long-term debt, excluding current maturities, net of unamortized discount and debt issuance costs of $121,488 and $140,107 | 5,492,011 | 5,632,928 | |
Senior secured term loan facility due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 2,318,499 | 2,495,000 | |
Senior secured notes due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,600,000 | 1,600,000 | $ 1,600,000 |
Senior unsecured notes due 2030 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 895,000 | 895,000 | 895,000 |
Senior unsecured notes due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 400,000 | 400,000 | |
Senior unsecured notes due 2028 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 400,000 | 400,000 | |
Bridge credit facility due 2023 | |||
Debt Instrument [Line Items] | |||
Bridge credit facility due 2023 | $ 0 | $ 135,000 | 275,000 |
Secured Debt | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 2,495,000 |
Debt Maturity (Details)
Debt Maturity (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Remaining 2023 | $ 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
2027 | 0 | |
Thereafter | 5,613,499 | |
Long-term Debt, Gross | $ 5,613,499 | $ 5,925,000 |
CMC Materials Acquisition Finan
CMC Materials Acquisition Financing Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Apr. 20, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | Jul. 06, 2022 | |
Debt Instrument [Line Items] | |||||||
Total debt, net | $ 5,492,011 | $ 5,492,011 | $ 5,784,893 | ||||
Long-term Debt, Gross | 5,613,499 | 5,613,499 | 5,925,000 | ||||
Gain (Loss) on Extinguishment and modification of Debt | 4,481 | $ 0 | 8,361 | $ 0 | |||
Loss on extinguishment of debt and modification | (4,481) | $ 0 | (8,361) | 0 | |||
Repayments of Debt | $ 135,000 | $ 176,500 | 293,671 | 0 | |||
Loss on extinguishment for Bridge loan | 700 | ||||||
Loss on extinguishment of debt | (7,269) | 0 | |||||
Loss on extinguishment of debt | $ (7,269) | $ 0 | |||||
Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 2,495,000 | ||||||
Term Loan Rate | 2.75% | 2.75% | |||||
Debt Instrument, Description of Variable Rate Basis | 1.75 | ||||||
Long-Term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Long-Term Line of Credit | $ 0 | $ 0 | 0 | ||||
Senior secured term loan facility due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | 2,318,499 | 2,318,499 | $ 2,495,000 | ||||
Gain (Loss) on Extinguishment and modification of Debt | (3,800) | (7,600) | |||||
Loss on extinguishment of debt and modification | $ 3,800 | $ 7,600 |
2029 and 2030 Debt (Details)
2029 and 2030 Debt (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 | Jul. 06, 2022 |
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 5,613,499 | $ 5,925,000 | |
Senior secured notes due 2029 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 1,600,000 | 1,600,000 | $ 1,600,000 |
Senior unsecured notes due 2030 | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | $ 895,000 | $ 895,000 | $ 895,000 |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures-Fair Value Levels (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 34,400 | |
Total Assets | 9,913,024 | $ 10,138,857 |
Total debt, net | 5,492,011 | 5,784,893 |
Long-term Debt, Fair Value | 5,223,304 | 5,428,900 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 565,878 | 561,559 |
Restricted cash | 1,139 | 1,880 |
Total Assets | 567,017 | 563,439 |
Fair Value, Inputs, Level 1 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Derivative Assets (Liabilities), at Fair Value, Net | 46,589 | |
Total Assets | 46,281 | 47,315 |
Derivative financial instruments - Forward exchange contracts | 193 | |
Liabilities | 193 | |
Fair Value, Inputs, Level 2 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 46,281 | |
Fair Value, Inputs, Level 2 | Foreign Exchange Contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 726 | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Restricted cash | 0 | 0 |
Total Assets | 0 | 0 |
Fair Value, Inputs, Level 3 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 |
Fair Value, Inputs, Level 1, Level 2, and Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 565,878 | 561,559 |
Restricted cash | 1,139 | 1,880 |
Total Assets | 613,298 | 610,754 |
Derivative financial instruments - Forward exchange contracts | 193 | |
Liabilities | 193 | |
Fair Value, Inputs, Level 1, Level 2, and Level 3 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 46,281 | 46,589 |
Fair Value, Inputs, Level 1, Level 2, and Level 3 | Foreign Exchange Contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ 726 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 01, 2023 | Apr. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Derivative, Notional Amount | $ 1,650,000 | $ 1,650,000 | $ 1,950,000 | |||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 1,650,000 | 1,650,000 | 1,950,000 | |||
Derivative Assets (Liabilities), at Fair Value, Net | 34,400 | 34,400 | ||||
Interest Rate Swap - Cash flow hedge | 9,716 | $ (9,955) | $ 0 | (239) | $ 0 | |
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | (239) | 0 | ||||
Foreign Exchange Contract | Not Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Derivative, Gain (Loss) on Derivative, Net | (245) | 0 | (374) | 0 | ||
Foreign Exchange Contract | Not Designated as Hedging Instrument | Other Current Assets | ||||||
Derivative [Line Items] | ||||||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 | 726 | |||
Total Liabilities | 0 | 0 | 0 | |||
Foreign Exchange Contract | Not Designated as Hedging Instrument | Accrued Liabilities | ||||||
Derivative [Line Items] | ||||||
Derivative Assets (Liabilities), at Fair Value, Net | 0 | 0 | 0 | |||
Total Liabilities | 0 | 0 | 193 | |||
Foreign Exchange Contract | Not Designated as Hedging Instrument | Long | ||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Derivative, Notional Amount | 0 | 0 | 3,995 | |||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 0 | 0 | 3,995 | |||
Foreign Exchange Contract | Not Designated as Hedging Instrument | Short | ||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||
Derivative, Notional Amount | 0 | 0 | 26,225 | |||
Derivative [Line Items] | ||||||
Derivative, Notional Amount | 0 | 0 | 26,225 | |||
Interest Rate Swap | Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Derivative, Gain (Loss) on Derivative, Net | (9,638) | $ 0 | (17,551) | $ 0 | ||
Interest Rate Swap | Designated as Hedging Instrument | Other Current Assets | ||||||
Derivative [Line Items] | ||||||
Derivative Assets (Liabilities), at Fair Value, Net | 34,382 | 34,382 | 32,481 | |||
Total Liabilities | 0 | 0 | 0 | |||
Interest Rate Swap | Designated as Hedging Instrument | Other Noncurrent Assets | ||||||
Derivative [Line Items] | ||||||
Derivative Assets (Liabilities), at Fair Value, Net | 11,899 | 11,899 | 14,108 | |||
Total Liabilities | $ 0 | $ 0 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Other Tax Expense (Benefit) | $ (4,400) | |||
Year-to-date effective tax rate | (9.10%) | 15% | 4.30% | 14.20% |
Income tax (benefit) expense | $ (16,491) | $ 17,517 | $ 4,978 | $ 37,392 |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of Share Amount Used in Computation of Basic and Diluted Earnings Per Share (EPS) (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Weighted shares outstanding: | ||||
Basic-weighted common shares outstanding | 149,825 | 135,895 | 149,626 | 135,783 |
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 1,012 | 559 | 983 | 720 |
Diluted-weighted common shares and common shares equivalent outstanding | 150,837 | 136,454 | 150,609 | 136,503 |
Earnings per Common Share - Sha
Earnings per Common Share - Shares Excluded Underlying Stock Based Award from Calucations of Diluted EPS (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Earnings Per Share [Abstract] | ||||
Shares excluded from calculations of diluted EPS | 580 | 595 | 791 | 519 |
Other Expense (Income), Net (De
Other Expense (Income), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 10, 2023 | Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Other Income and Expenses [Abstract] | |||||
Termination fee, net | $ 0 | $ 0 | $ (10,876) | $ 0 | |
Loss on foreign currency transactions | 3,885 | 10,046 | 6,286 | 14,623 | |
Gain (Loss) on Extinguishment and modification of Debt | 4,481 | 0 | 8,361 | 0 | |
Other Nonrecurring (Income) Expense | (642) | (427) | (705) | (102) | |
Other Nonoperating Income (Expense) | $ 7,724 | $ 9,619 | $ 3,066 | $ 14,521 | |
Transaction advisor fee | $ 1,100 | ||||
Business Exit Costs | $ 12,000 |
Segment Reporting - Summary of
Segment Reporting - Summary of Financial Information for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Oct. 01, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 901,000 | $ 692,489 | $ 1,823,396 | $ 1,342,135 | $ 1,342,135 |
Total Segment Profit | 352,229 | 192,751 | 466,869 | 386,910 | |
Goodwill impairment included in APS segment | 88,900 | ||||
Gain (Loss) on Contract Termination | 154,800 | 154,754 | 0 | ||
Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 200,073 | 179,412 | 398,077 | 345,188 | 345,188 |
Total Segment Profit | 173,319 | 35,539 | 176,587 | 73,231 | |
Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 240,561 | 28,317 | 490,887 | 58,962 | 58,962 |
Total Segment Profit | 42,419 | 10,179 | 9,629 | 21,338 | |
Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 283,614 | 274,133 | 552,911 | 540,770 | 540,770 |
Total Segment Profit | 100,661 | 100,107 | 196,658 | 198,725 | |
Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 190,356 | 224,084 | 409,209 | 422,197 | 422,197 |
Total Segment Profit | 35,830 | 46,926 | 83,995 | 93,616 | |
intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | $ (13,604) | $ (13,457) | $ (27,688) | $ (24,982) | $ (24,982) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Total Segment Profit to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | |
Segment Reporting [Abstract] | ||||
Total Segment Profit | $ 352,229 | $ 192,751 | $ 466,869 | $ 386,910 |
Amortization | 54,680 | 12,494 | 112,254 | 25,145 |
Unallocated general and administrative expenses | 29,935 | 22,287 | 73,535 | 40,449 |
Operating income | 267,614 | 157,970 | 281,080 | 321,316 |
Interest expense | 80,908 | 32,001 | 167,054 | 44,877 |
Interest income | (2,303) | (658) | (3,628) | (670) |
Other expense, net | 7,724 | 9,619 | 3,066 | 14,521 |
Income before income tax (benefit) expense | $ 181,285 | $ 117,008 | $ 114,588 | $ 262,588 |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Financial Information by Reportable Segment and Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Jul. 01, 2023 | Jul. 02, 2022 | Jul. 01, 2023 | Jul. 02, 2022 | Oct. 01, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 901,000 | $ 692,489 | $ 1,823,396 | $ 1,342,135 | $ 1,342,135 |
Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 200,073 | 179,412 | 398,077 | 345,188 | 345,188 |
Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 240,561 | 28,317 | 490,887 | 58,962 | 58,962 |
Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 283,614 | 274,133 | 552,911 | 540,770 | 540,770 |
Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 190,356 | 224,084 | 409,209 | 422,197 | 422,197 |
intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | (13,604) | (13,457) | (27,688) | (24,982) | (24,982) |
North America | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 229,499 | 156,501 | 480,108 | 301,976 | 301,976 |
North America | Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 83,249 | 55,024 | 164,568 | 105,136 | 105,136 |
North America | Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 57,632 | 5,742 | 123,642 | 12,934 | 12,934 |
North America | Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 45,947 | 35,913 | 87,713 | 71,268 | 71,268 |
North America | Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 56,275 | 73,279 | 131,873 | 137,620 | 137,620 |
North America | intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | (13,604) | (13,457) | (27,688) | (24,982) | (24,982) |
Taiwan | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 139,893 | 157,232 | 288,984 | 301,497 | 301,497 |
Taiwan | Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 23,947 | 28,314 | 47,982 | 55,577 | 55,577 |
Taiwan | Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 33,179 | 5,494 | 67,338 | 10,735 | 10,735 |
Taiwan | Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 53,987 | 84,132 | 108,222 | 162,175 | 162,175 |
Taiwan | Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 28,780 | 39,292 | 65,442 | 73,010 | 73,010 |
Taiwan | intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 0 | 0 | 0 | ||
China | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 140,617 | 108,337 | 276,048 | 202,210 | 202,210 |
China | Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 17,697 | 28,450 | 34,044 | 50,993 | 50,993 |
China | Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 33,006 | 4,365 | 64,619 | 8,346 | 8,346 |
China | Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 54,701 | 43,720 | 110,372 | 84,241 | 84,241 |
China | Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 35,213 | 31,802 | 67,013 | 58,630 | 58,630 |
China | intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 0 | 0 | 0 | ||
South Korea | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 112,893 | 84,251 | 233,549 | 172,406 | 172,406 |
South Korea | Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 21,037 | 18,456 | 41,682 | 36,861 | 36,861 |
South Korea | Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 34,848 | 6,333 | 70,574 | 12,382 | 12,382 |
South Korea | Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 29,824 | 29,443 | 59,653 | 63,135 | 60,028 |
South Korea | Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 27,184 | 30,019 | 61,640 | 60,028 | 12,382 |
South Korea | intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 0 | 0 | 0 | ||
Japan | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 95,271 | 83,835 | 185,696 | 167,657 | 167,657 |
Japan | Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 16,987 | 20,582 | 37,264 | 43,097 | 43,097 |
Japan | Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 8,727 | 813 | 17,806 | 1,597 | 1,597 |
Japan | Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 57,789 | 46,939 | 107,542 | 94,598 | 28,365 |
Japan | Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 11,768 | 15,501 | 23,084 | 28,365 | 28,365 |
Japan | intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 0 | 0 | 0 | ||
Europe | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 112,354 | 62,069 | 224,769 | 116,378 | 116,378 |
Europe | Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 23,738 | 13,376 | 46,894 | 24,607 | 24,607 |
Europe | Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 42,067 | 2,045 | 82,338 | 4,503 | 4,503 |
Europe | Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 24,647 | 21,319 | 51,651 | 39,693 | 39,693 |
Europe | Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 21,902 | 25,329 | 43,886 | 47,575 | 47,575 |
Europe | intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 0 | 0 | 0 | ||
Southeast Asia | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 70,473 | 40,264 | 134,242 | 80,011 | 80,011 |
Southeast Asia | Specialty Chemicals and Electronic Materials SCEM | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 13,418 | 15,210 | 25,643 | 28,917 | 28,917 |
Southeast Asia | Advanced Planarization Solutions | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 31,102 | 3,525 | 64,570 | 8,465 | 8,465 |
Southeast Asia | Microcontamination Control MC | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 16,719 | 12,667 | 27,758 | 25,660 | 25,660 |
Southeast Asia | Advanced Materials Handling AMH | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 9,234 | 8,862 | $ 16,271 | $ 16,969 | 16,969 |
Southeast Asia | intersegment elimination | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 0 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 23, 2023 $ / shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Quarterly cash dividend | $ 0.10 |