Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 30, 2024 | |
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, $0.01 par value per share | |
Trading Symbol | ENTG | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 150,791,477 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | ENTEGRIS INC | |
Entity Central Index Key | 0001101302 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 340,682 | $ 456,929 |
Trade accounts and notes receivable, net of allowance for credit losses of $5,892 and $6,412 | 424,494 | 457,052 |
Inventories, net | 625,668 | 607,051 |
Deferred tax charges and refundable income taxes | 53,078 | 63,879 |
Assets held-for-sale | 7,995 | 278,753 |
Other current assets | 123,530 | 113,663 |
Total current assets | 1,575,447 | 1,977,327 |
Property, plant and equipment, net of accumulated depreciation of $948,011 and $908,089 | 1,473,809 | 1,468,043 |
Other assets: | ||
Right-of-use assets - Operating lease | 62,580 | 57,990 |
Right-of-use assets - Finance lease | 21,849 | 22,409 |
Goodwill | 3,944,347 | 3,945,860 |
Intangible assets, net of accumulated amortization of $858,640 and $808,298 | 1,231,289 | 1,281,969 |
Deferred tax assets and other noncurrent tax assets | 24,695 | 31,432 |
Other | 30,707 | 27,561 |
Total assets | 8,364,723 | 8,812,591 |
Current liabilities: | ||
Accounts payable | 131,150 | 134,211 |
Accrued payroll and related benefits | 70,471 | 109,559 |
Accrued interest payable | 64,817 | 24,759 |
Liabilities held-for-sale | 933 | 19,223 |
Other accrued liabilities | 131,556 | 148,840 |
Income taxes payable | 71,055 | 77,403 |
Total current liabilities | 469,982 | 513,995 |
Total long-term debt, net | 4,172,942 | 4,577,141 |
Pension benefit obligations and other liabilities | 52,199 | 53,733 |
Deferred tax liabilities and other noncurrent tax liabilities | 166,766 | 190,142 |
Long term lease liability - Operating lease | 53,690 | 49,719 |
Long term lease liability - Finance lease | $ 18,974 | $ 19,267 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, par value | $ 0.01 | $ 0.01 |
Treasury stock, shares outstanding | 202,400 | 202,400 |
Preferred stock, shares issued | 0 | 0 |
Equity: | ||
Preferred stock, par value $.01; $5,000,000 shares authorized; none issued and outstanding as of March 30, 2024 and December 31, 2023 | $ 0 | $ 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of March 30, 2024: $150,970,769 and $150,768,369, respectively; issued and outstanding shares as of December 31, 2023: $150,566,007 and $150,363,607, respectively | 1,510 | 1,506 |
Treasury stock, at cost: $202,400 shares held as of March 30, 2024 and December 31, 2023 | (7,112) | (7,112) |
Additional paid-in capital | 2,307,816 | 2,305,367 |
Retained earnings | 1,181,991 | 1,151,765 |
Accumulated other comprehensive loss | (54,035) | (42,932) |
Total equity | 3,430,170 | 3,408,594 |
Total liabilities and equity | $ 8,364,723 | $ 8,812,591 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Accounts and Financing Receivable, Allowance for Credit Loss | $ 5,892 | $ 6,412 |
Property, plant and equipment, accumulated depreciation | 948,011 | 908,089 |
Intangible assets, Accumulated amortization | 858,640 | 808,298 |
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 77,058 | $ 91,633 |
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 | 150,970,769 | 150,566,007 |
Common stock, shares outstanding | 150,768,369 | 150,363,607 |
Treasury stock, shares outstanding | 202,400 | 202,400 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Net Sales | $ 771,025 | $ 922,396 |
Cost of sales | 419,205 | 520,711 |
Gross profit | 351,820 | 401,685 |
Selling, general and administrative expenses | 112,193 | 169,867 |
Engineering, research and development expenses | 71,876 | 71,906 |
Amortization of intangible assets | 50,159 | 57,574 |
Impairment of goodwill | 0 | 88,872 |
Operating income | 117,592 | 13,466 |
Interest expense | 57,373 | 86,146 |
Interest income | (2,994) | (1,325) |
Other expense (income), net | 14,285 | (4,658) |
Income (loss) before income tax expense | 48,928 | (66,697) |
Income tax expense | 3,456 | 21,469 |
Equity in net loss of affiliates | 206 | 0 |
Net income (loss) | $ 45,266 | $ (88,166) |
Basic earnings (loss) per common share | $ 0.30 | $ (0.59) |
Diluted earnings (loss) per common share | $ 0.30 | $ (0.59) |
Weighted shares outstanding: | ||
Basic | 150,549 | 149,426 |
Diluted | 151,718 | 149,426 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Net income (loss) | $ 45,266 | $ (88,166) |
Other comprehensive (loss) income, net of tax | ||
Foreign currency translation adjustments | (9,651) | 23,734 |
Pension liability adjustments | (379) | 37 |
Interest Rate Swap - Cash flow hedge | (1,073) | (9,955) |
Other comprehensive (loss) income | (11,103) | 13,816 |
Comprehensive income (loss) | $ 34,163 | $ (74,350) |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income Paranthetical - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Supplemental Income Statement Elements [Abstract] | ||
Other Comprehensive Income (Loss), Tax | $ (313) | $ (2,903) |
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 |
Shares, Issued | 149,339 | |||||||
Balance at Dec. 31, 2022 | $ 3,218,000 | $ 1,493 | $ (7,112) | $ 2,205,325 | $ 1,031,391 | $ (49,083) | $ (83) | $ 36,069 |
Shares, Outstanding, Balance at Dec. 31, 2022 | 149,137 | (202) | ||||||
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 (loss) | (88,166) | $ 0 | $ 0 | 0 | (88,166) | 0 | 0 | 0 |
Balance (in shares) at Apr. 01, 2023 | 149,667 | (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 | |||||||
Shares, Issued | 149,869 | |||||||
Shares, Issued | 150,566 | |||||||
Balance at Dec. 31, 2023 | $ 3,408,594 | $ 1,506 | $ (7,112) | 2,305,367 | 1,151,765 | (61,880) | 314 | 18,634 |
Shares, Outstanding, Balance at Dec. 31, 2023 | 150,364 | (202) | ||||||
Shares issued under stock plans (in shares) | 405 | |||||||
Shares issued under stock plans | (5,455) | $ 4 | $ 0 | (5,459) | 0 | 0 | 0 | 0 |
Share-based compensation expense | 7,908 | 0 | 0 | 7,908 | ||||
Dividends, Common Stock, Cash | (15,040) | 0 | 0 | 0 | (15,040) | 0 | 0 | 0 |
Interest Rate Swap - Cash flow hedge | (1,073) | 0 | 0 | 0 | 0 | 0 | 0 | (1,073) |
Pension liability adjustments | (379) | 0 | 0 | 0 | 0 | 0 | (379) | 0 |
Foreign currency translation adjustments | (9,651) | 0 | 0 | 0 | 0 | (9,651) | 0 | 0 |
Net income (loss) | 45,266 | $ 0 | $ 0 | 0 | 45,266 | 0 | 0 | 0 |
Balance (in shares) at Mar. 30, 2024 | 150,769 | (202) | ||||||
Balance at Mar. 30, 2024 | $ 3,430,170 | $ 1,510 | $ (7,112) | $ 2,307,816 | $ 1,181,991 | $ (71,531) | $ (65) | $ 17,561 |
Common Stock, Dividends, Per Share, Declared | $ 0.10 | |||||||
Shares, Issued | 150,971 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Common Stock, Dividends, Per Share, Declared | $ 0.10 | $ 0.10 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Operating activities: | ||
Net income (loss) | $ 45,266 | $ (88,166) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 45,343 | 46,775 |
Amortization | 50,159 | 57,574 |
Share-based compensation expense | 7,908 | 30,678 |
Provision for deferred income taxes | (11,365) | (34,826) |
Impairment of goodwill | 0 | 88,872 |
Loss on extinguishment of debt | (10,589) | (2,787) |
(Gain) loss from sale of businesses | (4,848) | 13,642 |
Charge for excess and obsolete inventory | 12,743 | 13,287 |
Impairment of long-lived assets | 12,967 | 0 |
Amortization of Debt Issuance Costs | 4,144 | 6,234 |
Other | 4,626 | 8,205 |
Changes in operating assets and liabilities: | ||
Trade accounts and notes receivable | 23,217 | 8,379 |
Inventories | (34,862) | (34,852) |
Accounts payable and accrued liabilities | (8,906) | 20,043 |
Other current assets | (9,686) | 2,538 |
Income taxes payable and refundable income taxes | (1,922) | 15,867 |
Other | 1,813 | (5,166) |
Net cash provided by operating activities | 147,186 | 151,871 |
Investing activities: | ||
Acquisition of property, plant and equipment | (66,620) | (133,992) |
Proceeds from Sales of Business, net | 249,600 | 133,527 |
Other | (1,964) | 108 |
Net cash provided by (used in) investing activities | 181,016 | (357) |
Financing activities: | ||
Proceeds from long-term debt | 224,537 | 117,170 |
Payments of long-term debt | (643,311) | (117,170) |
Payments for dividends | (15,256) | (15,170) |
Issuance of common stock | 8,973 | 18,393 |
Taxes paid related to net share settlement of equity awards | (14,428) | (9,406) |
Other | (376) | (299) |
Net cash used in financing activities | (439,861) | (6,482) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4,588) | 561 |
(Decrease) increase in cash, cash equivalents and restricted cash | 116,247 | (145,593) |
Cash, cash equivalents and restricted cash at beginning of period | 456,929 | 563,439 |
Cash, cash equivalents and restricted cash at end of period | 340,682 | 709,032 |
Supplemental Cash Flow Information | ||
Due from buyer on sale of business | 1,819 | 1,330 |
Equipment purchases in accounts payable | 13,948 | 22,041 |
Dividend payable | 512 | 576 |
Schedule of interest and taxes paid | ||
Interest paid less capitalized interest | 12,364 | 38,146 |
Income taxes paid, net of refunds received | $ 17,549 | $ 42,424 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 30, 2024 | |
Accounting Policies [Abstract] | |
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 Company’s financial position as of March 30, 2024 and December 31, 2023, and the results of operations and comprehensive income for the three months ended March 30, 2024 and April 1, 2023, the equity statements as of and for the three months ended March 30, 2024 and April 1, 2023, and cash flows for the three months ended March 30, 2024 and April 1, 2023. 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 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. The results of operations for the three months ended March 30, 2024 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. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal year 2024 and interim periods beginning in the first quarter of fiscal year 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The guidance is effective for our annual periods beginning in fiscal year 2025. The guidance does not affect recognition or measurement in our condensed consolidated financial statements. |
Revenues Revenues
Revenues Revenues | 3 Months Ended |
Mar. 30, 2024 | |
Revenues [Abstract] | |
Revenue from Contract with Customer | 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) March 30, 2024 April 1, 2023 Balance at beginning of period $ 69,051 $ 60,476 Revenue recognized that was included in the contract liability balance at the beginning of the period (29,741) (20,367) Increases due to cash received, excluding amounts recognized as revenue during the period 26,668 43,270 Contract liabilities included as part of dispositions and held for sale — (6,226) Balance at end of period $ 65,978 $ 77,153 |
Intangible Assets, Goodwill and
Intangible Assets, Goodwill and Other | 3 Months Ended |
Mar. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill Disclosure | 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 Materials Solutions (“MS”) 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 ended 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 were expected to exceed the carrying value on a held and used basis. Therefore, no impairment was recorded on the long-lived assets 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 determined no modification to the useful life of the assets was 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 quarter. The impairment was classified as goodwill impairment in the Company’s condensed consolidated statement of operations. The goodwill impairment was 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. Other business |
Assets Held For Sale
Assets Held For Sale | 3 Months Ended |
Mar. 30, 2024 | |
Asset, Held-for-Sale, Not Part of Disposal Group [Abstract] | |
Assets Held For Sale | Asset Held-For-Sale - Other During the fourth quarter of 2023, the Company began the process to sell a small, industrial specialty chemicals business that reports within the MS segment. The related assets and liabilities of the business were classified as held-for-sale in the Company’s condensed 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 marketed for sale and are classified as held-for-sale at March 30, 2024. The proposed disposition of the 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. Assets-held-for-sale and liabilities-held-for-sale recorded on the balance sheet were $8.0 million and $0.9 million, respectively, as of March 30, 2024. The loss before income taxes attributable to the business was not significant except for the impairment charge of $13.0 million as noted in Note 3 for the three months ended March 30, 2024. Divestiture - PIM During the first quarter of 2024, the Company completed the sale of its Pipeline and Industrials Materials (“PIM”) business, which became part of the Company with the acquisition of CMC Materials, to SCF Partners, Inc. The PIM business specializes in the manufacture and sale of drag reducing agents and a range of valve maintenance products and services for the oil and gas industry, and reported into the MS segment of the Company. The Company received gross cash proceeds of $263.2 million, or expected net proceeds of $256.8 million, which remains subject to customary final post-closing adjustment and up to $25.0 million in cash earn-out payments contingent upon the performance of the PIM business in 2025 and 2026. The Company’s policy is to account for the contingent consideration arrangement in accordance with ASC 450, Contingencies (Subtopic 450-30). Under this approach, the Company recognizes the contingent consideration receivable in earnings after the contingency is resolved. Accordingly, to determine the initial gain on the sale of the PIM business, the Company did not include an amount related to the contingent consideration arrangement as part of the consideration received. The following table summarizes the fair value of the sale proceeds received in connection with the divestiture, which are subject to final post-closing adjustment: (In thousands) March 1, 2024 Cash proceeds received, gross $ 263,208 Preliminary working capital adjustment 1,819 Cash transferred to the buyer on the closing balance sheet (230) Direct costs to sell (8,005) Fair value of sale consideration $ 256,792 The 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. The carrying amount of net assets associated with the PIM business was approximately $252.9 million. The major classes of assets and liabilities sold consisted of the following: (In thousands) Assets: March 1, 2024 Current assets $ 58,684 Property, Plant and Equipment, net 118,146 Intangible assets, net 76,692 Goodwill 12,707 Other assets 2,318 Total assets-held-for sale $ 268,547 Liabilities: Accounts payable $ 9,485 Accrued expenses 4,396 Long-term liabilities 1,737 Total liabilities-held-for sale $ 15,618 As a result of the sale of the PIM business, the Company recognized a pre-tax gain of $4.8 million, inclusive of a $1.0 million gain reclassified from accumulated other comprehensive income for foreign currency translation, presented in selling, general and administrative (“SG&A”) expenses on the condensed consolidated statements of operations for the three months ended March 30, 2024. The Company recorded an income tax expense associated with the PIM divestiture of approximately $1.1 million for the three months ended March 30, 2024. |
Inventories
Inventories | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: (In thousands) March 30, 2024 December 31, 2023 Raw materials $ 260,571 $ 248,656 Work-in-process 54,972 49,704 Finished goods (1) 310,125 308,691 Total inventories, net $ 625,668 $ 607,051 (1) Includes consignment inventories held by customers of $21.6 million and $20.8 million at March 30, 2024 and December 31, 2023, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Goodwill activity for each of the Company’s reportable segments that carry goodwill, MS, Microcontamination Control (“MC”), and Advanced Materials Handling (“AMH”), was as follows at March 30, 2024 and December 31, 2023: (In thousands) MS MC AMH Total December 31, 2023 $ 3,631,350 $ 240,408 $ 74,102 $ 3,945,860 Foreign currency translation (24) (1,489) — (1,513) March 30, 2024 $ 3,631,326 $ 238,919 $ 74,102 $ 3,944,347 Identifiable intangible assets at March 30, 2024 and December 31, 2023 consist of the following: March 30, 2024 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,256,335 $ 492,343 $ 763,992 Trademarks and trade names 171,990 40,591 131,399 Customer relationships 630,580 304,410 326,170 In-process research and development (1) 7,100 — 7,100 Other 23,924 21,296 2,628 $ 2,089,929 $ 858,640 $ 1,231,289 December 31, 2023 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,256,469 $ 455,720 $ 800,749 Trademarks and trade names 172,031 37,877 134,154 Customer relationships 630,743 293,782 336,961 In-process research and development (1) 7,100 — 7,100 Other 23,924 20,919 3,005 $ 2,090,267 $ 808,298 $ 1,281,969 (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 March 30, 2024: (In thousands) Remaining 2024 2025 2026 2027 2028 Thereafter Total Future amortization expense $ 142,095 184,730 182,125 178,316 175,287 368,736 $ 1,231,289 |
Debt
Debt | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | The Company’s debt as of March 30, 2024 and December 31, 2023 consists of the following: (In thousands) March 30, 2024 December 31, 2023 Senior secured term loans B due 2029 at 7.06% (1) 955,000 1,373,774 Senior secured notes due 2029 at 4.75% 1,600,000 1,600,000 Senior unsecured notes due 2030 at 5.95% 895,000 895,000 Senior unsecured notes due 2029 at 3.625% 400,000 400,000 Senior unsecured notes due 2028 at 4.375% 400,000 400,000 Revolving facility due 2027 at 7.06% (2) — — Total debt (par value) 4,250,000 4,668,774 Unamortized discount and debt issuance costs 77,058 91,633 Total debt, net 4,172,942 4,577,141 Less short-term debt, including current portion of long-term debt — — Total long-term debt, net $ 4,172,942 $ 4,577,141 Annual maturities of long-term debt, excluding unamortized discount and debt issuance costs, due as of March 30, 2024 are as follows: (In thousands) Remaining 2024 2025 2026 2027 2028 Thereafter Total Contractual debt obligation maturities * $ — — — — 400,000 3,850,000 4,250,000 * Subject to Excess Cash Flow payments to the lenders. (1) As of Amendment No. 3 to the Credit and Guaranty Agreement on March 28, 2024, the senior secured term loans B due 2029 bear interest at a rate per annum equal to the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 1.75%. (2) Our senior secured revolving credit facility due 2027 (the “Revolving Facility”) bears interest at a rate per annum equal to SOFR, plus an applicable margin of 1.75%. The Revolving Facility has commitments of $575.0 million. Senior secured term B loans due 2029 On March 28, 2024, the Company and certain of its subsidiaries entered into Amendment No. 3 (the “Third 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 subsequently amended on each of March 10, 2023 and September 11, 2023, the “Existing Credit Agreement” and, the Existing Credit Agreement as amended by the Third 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 Third Amendment provides for, among other things, the reduction of the applicable rate of the Company’s outstanding senior secured term loans B under the Existing Credit Agreement. After giving effect to the Third Amendment, such outstanding term loans B bear interest, at a rate per annum equal to, at the Company’s option, either (i) Term SOFR plus an applicable margin of 1.75% or (ii) a base rate plus an applicable margin of 0.75%. Other than as described herein (and more fully described in the Third Amendment), the terms of the Amended Credit Agreement are substantially similar to the terms of the Existing Credit Agreement. In connection with the Third Amendment, the Company made a prepayment of $354.5 million on the term loans B. During the three months ended March 30, 2024, the Company repaid a total of $418.8 million, net of the outstanding borrowings under the term loans B. In connection with these repayments and entry into the Third Amendment, the Company incurred a pre-tax loss on extinguishment and modification of debt of $11.6 million for the three months ended months ended March 30, 2024, which is included in Other expense, net on the condensed consolidated statements of operations. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 3 Months Ended |
Mar. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 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. Level 2 Derivative financial instruments include an interest rate swap contract. 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. The fair value of our debt is estimated based on independent broker/dealer bids or by comparison to other debt securities having similar durations, yields and credit ratings. Level 3 No Level 3 financial instruments. The following table presents financial instruments, other than debt, that we measure at fair value on a recurring basis. See Note 7 of this Quarterly 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: March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 Cash and cash equivalents $ 340,682 $ 456,929 $ — $ — $ — $ — $ 340,682 $ 456,929 Derivative financial instruments - Interest rate swap - cash flow hedge — — 22,683 24,069 — — 22,683 24,069 Total $ 340,682 $ 456,929 $ 22,683 $ 24,069 $ — $ — $ 363,365 $ 480,998 Other Fair Value Disclosures The estimated fair value and carrying value of our debt as of March 30, 2024 and December 31, 2023 were as follows: March 30, 2024 December 31, 2023 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Total debt, net $ 4,172,942 $ 4,094,694 $ 4,577,141 $ 4,536,238 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | 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 our senior secured term loan facility due 2029 (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) Derivatives designated as hedging instruments: March 30, 2024 December 31, 2023 Interest rate swap contract - cash flow hedge $ 955,000 $ 1,350,000 The fair values of our derivative instruments included in the condensed consolidated balance sheets are as follows: (In thousands) Condensed Consolidated Balance Sheet Location Derivative Assets Derivatives designated as hedging instruments - Interest rate swap contract - cash flow hedge March 30, 2024 December 31, 2023 Other current assets $ 18,135 $ 21,451 Other assets - long-term 4,548 2,618 The following table summarizes the effects of our derivative instruments on our condensed consolidated statements of operations: (Gain) Loss Recognized in Condensed Consolidated Statements of Income (In thousands) Three months ended Derivatives designated as hedging instruments: Condensed Consolidated Statements of Operations Location March 30, 2024 April 1, 2023 Interest rate swap contract-cash flow hedge Interest expense, net $ (11,301) $ (7,913) Derivatives not designated as hedging instruments: Foreign exchange contracts Other expense, net $ — $ 129 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 Derivatives designated as hedging instruments: March 30, 2024 April 1, 2023 Interest rate swap contract - Cash flow hedge $ (1,073) $ (9,955) We expect approximately $18.1 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 March 30, 2024. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 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. Income tax expense was $3.5 million in the three months ended March 30, 2024, compared to income tax expense of $21.5 million in the three months ended April 1, 2023. The Company’s year-to-date effective income tax rate at March 30, 2024 was 7.1%, compared to (32.2)% at April 1, 2023. The changes in the effective tax rate for the three-months ended March 30, 2024 compared to the prior year primarily relate to discrete divestiture activity recorded during the quarter ended April 1, 2023 and the integration of the CMC acquisition. The year-to-date income tax expense in 2024 and 2023 includes a discrete benefit of $2.6 million and discrete expense of $0.1 million, respectively, recorded in connection with share-based compensation. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Basic earnings (loss) per common share (“EPS”) is calculated based on the weighted average number of shares of common stock outstanding during the applicable period. Diluted EPS 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. Diluted loss per common share is the same as basic loss per common share because the inclusion of any potentially issuable share would be anti-dilutive. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted EPS: Three months ended (In thousands) March 30, 2024 April 1, 2023 Basic—weighted common shares outstanding 150,549 149,426 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock 1,169 — Diluted—weighted common shares and common shares equivalent outstanding 151,718 149,426 The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three months ended March 30, 2024 and April 1, 2023: Three months ended (In thousands) March 30, 2024 April 1, 2023 Shares excluded from calculations of diluted EPS 144 1,747 |
Other expense (income), net
Other expense (income), net | 3 Months Ended |
Mar. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Other expense (income), net | Other expense, net for the three months ended March 30, 2024 consists of the following: Three months ended (In thousands) March 30, 2024 April 1, 2023 Infineum termination fee, net $ — $ (10,876) Loss on foreign currency transactions 1,642 2,401 Loss on extinguishment of debt and modification 11,551 3,880 Other, net 1,092 (63) Other expense (income), net $ 14,285 $ (4,658) |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | The Company accounts for inter-segment sales similar to third-party transactions and the sales price reflects current market prices. Inter-segment sales are eliminated in consolidation and are not included in consolidated sales on the financial statements. Summarized financial information for the Company’s reportable segments is shown in the following tables. Three months ended (In thousands) March 30, 2024 April 1, 2023 Net sales MS $ 350,036 $ 448,330 MC 267,864 269,297 AMH 162,854 218,853 Inter-segment elimination (9,729) (14,084) Total net sales $ 771,025 $ 922,396 Three months ended (In thousands) March 30, 2024 April 1, 2023 Segment profit MS (1) $ 67,124 $ (29,522) MC 86,555 95,997 AMH 24,606 48,165 Total segment profit $ 178,285 $ 114,640 (1) MS segment profit is inclusive of an $88.9 million goodwill impairment charge relating to the EC reporting unit for the three months ended April 1, 2023 and a $13.0 million long-lived asset impairment charge for the three months ended March 30, 2024. See Note 3. The following table reconciles total segment profit to income before income tax expense: Three months ended (In thousands) March 30, 2024 April 1, 2023 Total segment profit $ 178,285 $ 114,640 Less: Amortization of intangible assets 50,159 57,574 Unallocated general and administrative expenses 10,534 43,600 Operating income 117,592 13,466 Interest expense 57,373 86,146 Interest income (2,994) (1,325) Other expense (income), net 14,285 (4,658) Income (loss) before income tax expense $ 48,928 $ (66,697) In the following tables, revenue is disaggregated by customers’ country or region based on the ship to location of the customer for the three months ended March 30, 2024 and April 1, 2023, respectively. Three months ended March 30, 2024 (In thousands) MS MC AMH Inter-segment Total North America $ 96,744 $ 35,459 $ 50,785 $ (9,729) $ 173,259 Taiwan 54,874 69,091 31,164 155,129 China 55,170 63,688 30,891 149,749 South Korea 46,855 31,135 21,631 99,621 Japan 30,429 31,326 7,705 69,460 Europe 34,308 23,807 15,173 73,288 Southeast Asia 31,656 13,358 5,505 50,519 $ 350,036 $ 267,864 $ 162,854 $ (9,729) $ 771,025 Three months ended April 1, 2023 (In thousands) MS MC AMH Inter-segment Total North America $ 147,329 $ 41,766 $ 75,598 $ (14,084) $ 250,609 Taiwan 58,193 54,236 36,661 — 149,090 China 47,960 55,671 31,800 — 135,431 South Korea 56,371 29,829 34,456 — 120,656 Japan 29,356 49,753 11,316 — 90,425 Europe 63,427 27,004 21,984 — 112,415 Southeast Asia 45,694 11,038 7,038 — 63,770 $ 448,330 $ 269,297 $ 218,853 $ (14,084) $ 922,396 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Dividend |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Pay vs Performance Disclosure | ||
Net income (loss) | $ 45,266 | $ (88,166) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 30, 2024 shares | |
Bertrand Loy [Member] | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Plan Arrangements On February 16, 2024, Bertrand Loy our President and Chief Executive 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. Loy’s plan provides for the sale of up to 27,044 shares of the Company’s common stock. The plan expires on November 29, 2024, or upon the earlier completion of all authorized transactions under the plan. On February 16, 2024, Daniel Woodland, our Senior Vice President and President, Materials Solutions, entered into a Rule 10b5-1 Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Woodland’s plan provides for the sale of up to 45,000 shares of the Company’s common stock. The plan expires on February 14, 2025, or upon the earlier completion of all authorized transactions under the plan. On February 16, 2024, Clint Haris, our Senior Vice President and President, Microcontamination Control, entered into a Rule 10b5-1 Plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Mr. Haris’ plan provides for the sale of up to 5,005 shares of the Company’s common stock. The plan expires on February 14, 2025, or upon the earlier completion of all authorized transactions under the plan. On February 16, 2024, Olivier Blachier, our Senior Vice President and Chief Strategy 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. Blachier’s plan provides for the sale of up to 5,379.5 shares of the Company’s common stock. The plan expires on November 21, 2025, or upon the earlier completion of all authorized transactions under the plan. On February 23, 2024, James 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 6,761 shares of the Company’s common stock. The plan expires on February 21, 2025, or upon the earlier completion of all authorized transactions under the plan. |
Name | Bertrand Loy |
Title | President and Chief Executive Officer |
Adoption Date | February 16, 2024 |
Expiration Date | November 29, 2024 |
Aggregate Available | 27,044 |
Daniel Woodland [Member] | |
Trading Arrangements, by Individual | |
Name | Daniel Woodland |
Title | Senior Vice President and President |
Adoption Date | February 16, 2024 |
Expiration Date | February 14, 2025 |
Aggregate Available | 45,000 |
Clint Harris [Member] | |
Trading Arrangements, by Individual | |
Name | Clint Haris |
Title | Senior Vice President and President |
Adoption Date | February 16, 2024 |
Expiration Date | February 14, 2025 |
Aggregate Available | 5,005 |
Olivier Blachier [Member] | |
Trading Arrangements, by Individual | |
Name | Olivier Blachier |
Title | Senior Vice President and Chief Strategy Officer |
Adoption Date | February 16, 2024 |
Expiration Date | November 21, 2025 |
Aggregate Available | 5,379.5 |
James O'Neil [Member] | |
Trading Arrangements, by Individual | |
Name | James O’Neill |
Title | Senior Vice President and Chief Technology Officer |
Adoption Date | February 23, 2024 |
Expiration Date | February 21, 2025 |
Aggregate Available | 6,761 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 30, 2024 | |
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 Company’s financial position as of March 30, 2024 and December 31, 2023, and the results of operations and comprehensive income for the three months ended March 30, 2024 and April 1, 2023, the equity statements as of and for the three months ended March 30, 2024 and April 1, 2023, and cash flows for the three months ended March 30, 2024 and April 1, 2023. |
Recent Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company currently has no material recently adopted accounting pronouncements. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for our annual periods beginning in fiscal year 2024 and interim periods beginning in the first quarter of fiscal year 2025. Early adoption is permitted. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures. In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” that requires entities to disclose additional information about federal, state, and foreign income taxes primarily related to the income tax rate reconciliation and income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The guidance is effective for our annual periods beginning in fiscal year 2025. The guidance does not affect recognition or measurement in our condensed consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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) March 30, 2024 April 1, 2023 Balance at beginning of period $ 69,051 $ 60,476 Revenue recognized that was included in the contract liability balance at the beginning of the period (29,741) (20,367) Increases due to cash received, excluding amounts recognized as revenue during the period 26,668 43,270 Contract liabilities included as part of dispositions and held for sale — (6,226) Balance at end of period $ 65,978 $ 77,153 |
Assets Held For Sale (Tables)
Assets Held For Sale (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Disposal (Line Items) | |
Schedule of Noncash or Part Noncash Divestitures | The following table summarizes the fair value of the sale proceeds received in connection with the divestiture, which are subject to final post-closing adjustment: (In thousands) March 1, 2024 Cash proceeds received, gross $ 263,208 Preliminary working capital adjustment 1,819 Cash transferred to the buyer on the closing balance sheet (230) Direct costs to sell (8,005) Fair value of sale consideration $ 256,792 |
PIM [Member] | |
Disposal (Line Items) | |
Disposal Groups, Including Discontinued Operations | (In thousands) Assets: March 1, 2024 Current assets $ 58,684 Property, Plant and Equipment, net 118,146 Intangible assets, net 76,692 Goodwill 12,707 Other assets 2,318 Total assets-held-for sale $ 268,547 Liabilities: Accounts payable $ 9,485 Accrued expenses 4,396 Long-term liabilities 1,737 Total liabilities-held-for sale $ 15,618 As a result of the sale of the PIM business, the Company recognized a pre-tax gain of $4.8 million, inclusive of a $1.0 million gain reclassified from accumulated other comprehensive income for foreign currency translation, presented in selling, general and administrative (“SG&A”) expenses on the condensed consolidated statements of operations for the three months ended March 30, 2024. The Company recorded an income tax expense associated with the PIM divestiture of approximately $1.1 million for the three months ended March 30, 2024. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: (In thousands) March 30, 2024 December 31, 2023 Raw materials $ 260,571 $ 248,656 Work-in-process 54,972 49,704 Finished goods (1) 310,125 308,691 Total inventories, net $ 625,668 $ 607,051 (1) Includes consignment inventories held by customers of $21.6 million and $20.8 million at March 30, 2024 and December 31, 2023, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill activity for each of the Company’s reportable segments that carry goodwill, MS, Microcontamination Control (“MC”), and Advanced Materials Handling (“AMH”), was as follows at March 30, 2024 and December 31, 2023: (In thousands) MS MC AMH Total December 31, 2023 $ 3,631,350 $ 240,408 $ 74,102 $ 3,945,860 Foreign currency translation (24) (1,489) — (1,513) March 30, 2024 $ 3,631,326 $ 238,919 $ 74,102 $ 3,944,347 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | Identifiable intangible assets at March 30, 2024 and December 31, 2023 consist of the following: March 30, 2024 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,256,335 $ 492,343 $ 763,992 Trademarks and trade names 171,990 40,591 131,399 Customer relationships 630,580 304,410 326,170 In-process research and development (1) 7,100 — 7,100 Other 23,924 21,296 2,628 $ 2,089,929 $ 858,640 $ 1,231,289 December 31, 2023 (In thousands) Gross carrying Accumulated Net carrying Developed technology $ 1,256,469 $ 455,720 $ 800,749 Trademarks and trade names 172,031 37,877 134,154 Customer relationships 630,743 293,782 336,961 In-process research and development (1) 7,100 — 7,100 Other 23,924 20,919 3,005 $ 2,090,267 $ 808,298 $ 1,281,969 (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 March 30, 2024: (In thousands) Remaining 2024 2025 2026 2027 2028 Thereafter Total Future amortization expense $ 142,095 184,730 182,125 178,316 175,287 368,736 $ 1,231,289 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s debt as of March 30, 2024 and December 31, 2023 consists of the following: (In thousands) March 30, 2024 December 31, 2023 Senior secured term loans B due 2029 at 7.06% (1) 955,000 1,373,774 Senior secured notes due 2029 at 4.75% 1,600,000 1,600,000 Senior unsecured notes due 2030 at 5.95% 895,000 895,000 Senior unsecured notes due 2029 at 3.625% 400,000 400,000 Senior unsecured notes due 2028 at 4.375% 400,000 400,000 Revolving facility due 2027 at 7.06% (2) — — Total debt (par value) 4,250,000 4,668,774 Unamortized discount and debt issuance costs 77,058 91,633 Total debt, net 4,172,942 4,577,141 Less short-term debt, including current portion of long-term debt — — Total long-term debt, net $ 4,172,942 $ 4,577,141 |
Schedule of Maturities of Long-term Debt | Annual maturities of long-term debt, excluding unamortized discount and debt issuance costs, due as of March 30, 2024 are as follows: (In thousands) Remaining 2024 2025 2026 2027 2028 Thereafter Total Contractual debt obligation maturities * $ — — — — 400,000 3,850,000 4,250,000 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 7 of this Quarterly 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: March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 March 30, 2024 December 31, 2023 Cash and cash equivalents $ 340,682 $ 456,929 $ — $ — $ — $ — $ 340,682 $ 456,929 Derivative financial instruments - Interest rate swap - cash flow hedge — — 22,683 24,069 — — 22,683 24,069 Total $ 340,682 $ 456,929 $ 22,683 $ 24,069 $ — $ — $ 363,365 $ 480,998 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The estimated fair value and carrying value of our debt as of March 30, 2024 and December 31, 2023 were as follows: March 30, 2024 December 31, 2023 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Total debt, net $ 4,172,942 $ 4,094,694 $ 4,577,141 $ 4,536,238 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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) Derivatives designated as hedging instruments: March 30, 2024 December 31, 2023 Interest rate swap contract - cash flow hedge $ 955,000 $ 1,350,000 |
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) Condensed Consolidated Balance Sheet Location Derivative Assets Derivatives designated as hedging instruments - Interest rate swap contract - cash flow hedge March 30, 2024 December 31, 2023 Other current assets $ 18,135 $ 21,451 Other assets - long-term 4,548 2,618 |
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) Loss Recognized in Condensed Consolidated Statements of Income (In thousands) Three months ended Derivatives designated as hedging instruments: Condensed Consolidated Statements of Operations Location March 30, 2024 April 1, 2023 Interest rate swap contract-cash flow hedge Interest expense, net $ (11,301) $ (7,913) Derivatives not designated as hedging instruments: Foreign exchange contracts Other expense, net $ — $ 129 |
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 Derivatives designated as hedging instruments: March 30, 2024 April 1, 2023 Interest rate swap contract - Cash flow hedge $ (1,073) $ (9,955) |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 EPS: Three months ended (In thousands) March 30, 2024 April 1, 2023 Basic—weighted common shares outstanding 150,549 149,426 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock 1,169 — Diluted—weighted common shares and common shares equivalent outstanding 151,718 149,426 |
Shares Excluded Underlying Stock Based Awards from Calculations of Diluted EPS | The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three months ended March 30, 2024 and April 1, 2023: Three months ended (In thousands) March 30, 2024 April 1, 2023 Shares excluded from calculations of diluted EPS 144 1,747 |
Other Expense (Income), net (Ta
Other Expense (Income), net (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Other expense (income), net | Other expense, net for the three months ended March 30, 2024 consists of the following: Three months ended (In thousands) March 30, 2024 April 1, 2023 Infineum termination fee, net $ — $ (10,876) Loss on foreign currency transactions 1,642 2,401 Loss on extinguishment of debt and modification 11,551 3,880 Other, net 1,092 (63) Other expense (income), net $ 14,285 $ (4,658) Infineum termination fee, net On October 11, 2022, the Company and Infineum USA L.P. (“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) | 3 Months Ended |
Mar. 30, 2024 | |
Segment Reporting [Abstract] | |
Summary of Financial Information for Reportable Segments | Summarized financial information for the Company’s reportable segments is shown in the following tables. Three months ended (In thousands) March 30, 2024 April 1, 2023 Net sales MS $ 350,036 $ 448,330 MC 267,864 269,297 AMH 162,854 218,853 Inter-segment elimination (9,729) (14,084) Total net sales $ 771,025 $ 922,396 Three months ended (In thousands) March 30, 2024 April 1, 2023 Segment profit MS (1) $ 67,124 $ (29,522) MC 86,555 95,997 AMH 24,606 48,165 Total segment profit $ 178,285 $ 114,640 (1) MS segment profit is inclusive of an $88.9 million goodwill impairment charge relating to the EC reporting unit for the three months ended April 1, 2023 and a $13.0 million long-lived asset impairment charge for the three months ended March 30, 2024. See Note 3. |
Reconciliation of Total Segment Profit to Operating Income | The following table reconciles total segment profit to income before income tax expense: Three months ended (In thousands) March 30, 2024 April 1, 2023 Total segment profit $ 178,285 $ 114,640 Less: Amortization of intangible assets 50,159 57,574 Unallocated general and administrative expenses 10,534 43,600 Operating income 117,592 13,466 Interest expense 57,373 86,146 Interest income (2,994) (1,325) Other expense (income), net 14,285 (4,658) Income (loss) before income tax expense $ 48,928 $ (66,697) |
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 months ended March 30, 2024 and April 1, 2023, respectively. Three months ended March 30, 2024 (In thousands) MS MC AMH Inter-segment Total North America $ 96,744 $ 35,459 $ 50,785 $ (9,729) $ 173,259 Taiwan 54,874 69,091 31,164 155,129 China 55,170 63,688 30,891 149,749 South Korea 46,855 31,135 21,631 99,621 Japan 30,429 31,326 7,705 69,460 Europe 34,308 23,807 15,173 73,288 Southeast Asia 31,656 13,358 5,505 50,519 $ 350,036 $ 267,864 $ 162,854 $ (9,729) $ 771,025 Three months ended April 1, 2023 (In thousands) MS MC AMH Inter-segment Total North America $ 147,329 $ 41,766 $ 75,598 $ (14,084) $ 250,609 Taiwan 58,193 54,236 36,661 — 149,090 China 47,960 55,671 31,800 — 135,431 South Korea 56,371 29,829 34,456 — 120,656 Japan 29,356 49,753 11,316 — 90,425 Europe 63,427 27,004 21,984 — 112,415 Southeast Asia 45,694 11,038 7,038 — 63,770 $ 448,330 $ 269,297 $ 218,853 $ (14,084) $ 922,396 |
Revenues Revenues - Significant
Revenues Revenues - Significant changes in contract liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Revenues [Abstract] | ||
Balance at beginning of period | $ 69,051 | $ 60,476 |
Revenue recognized that was included in the contract liability balance at the beginning of the period | (29,741) | (20,367) |
Increases due to cash received, excluding amounts recognized as revenue during the period | 26,668 | 43,270 |
Contract liabilities included as part of dispositions and held for sale | 0 | (6,226) |
Balance at end of period | $ 65,978 | $ 77,153 |
Intangible Assets, Goodwill a_2
Intangible Assets, Goodwill and Other (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment of goodwill | $ 0 | $ 88,872 |
Proceeds from Divestiture of Businesses | 700,000 | |
Impairment of long-lived assets | $ 12,967 | $ 0 |
PIM Disposal (Details)
PIM Disposal (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 01, 2024 | Mar. 30, 2024 | Apr. 01, 2023 | |
Disposal (Line Items) | |||
Due from buyer on sale of business | $ 1,819 | $ 1,330 | |
PIM [Member] | |||
Disposal (Line Items) | |||
Current assets | $ 58,684 | ||
Property, Plant and Equipment, net | 118,146 | ||
Intangible assets, net | 76,692 | ||
Goodwill | 12,707 | ||
Other assets | 2,318 | ||
Total assets-held-for sale | 268,547 | ||
Accounts payable | 9,485 | ||
Accrued expenses | 4,396 | ||
Long-term liabilities | 1,737 | ||
Disposal Group, Including Discontinued Operation, Liabilities | 15,618 | ||
Carrying value of net assets | 252,900 | ||
Proceeds from Divestiture of Businesses and Interests in Affiliates | 263,208 | ||
Preliminary working capital adjustment | 1,819 | ||
Payments for (Proceeds from) Businesses and Interest in Affiliates | (230) | ||
Direct costs to sell | (8,005) | ||
Proceeds, net from sale of businesses | 256,792 | ||
Due from buyer on sale of business | $ 25,000 | ||
Pre-tax gain on sale | 4,800 | ||
Gain reclassified from accumulated other comprehensive income | 1,000 | ||
Tax effect on divestiture | $ 1,100 |
Assets Held For Sale and Divest
Assets Held For Sale and Divestitures (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Assets held-for-sale | $ 7,995 | $ 278,753 | |
Liabilities held-for-sale | 933 | $ 19,223 | |
Impairment of long-lived assets | $ 12,967 | $ 0 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 260,571 | $ 248,656 |
Work-in-process | 54,972 | 49,704 |
Finished goods (1) | 310,125 | 308,691 |
Total inventories, net | 625,668 | 607,051 |
Consignment inventory held by | $ 21,600 | $ 20,800 |
Goodwill Rollforward (Details)
Goodwill Rollforward (Details) $ in Thousands | 3 Months Ended |
Mar. 30, 2024 USD ($) | |
Goodwill [Line Items] | |
Goodwill - Beginning | $ 3,945,860 |
Foreign currency translation | (1,513) |
Goodwill - End | 3,944,347 |
Materials Solutions MS | |
Goodwill [Line Items] | |
Goodwill - Beginning | 3,631,350 |
Foreign currency translation | (24) |
Goodwill - End | 3,631,326 |
Microcontamination Control MC | |
Goodwill [Line Items] | |
Goodwill - Beginning | 240,408 |
Foreign currency translation | (1,489) |
Goodwill - End | 238,919 |
Advanced Materials Handling AMH | |
Goodwill [Line Items] | |
Goodwill - Beginning | 74,102 |
Foreign currency translation | 0 |
Goodwill - End | $ 74,102 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets | ||
Gross carrying Amount | $ 2,089,929 | $ 2,090,267 |
Accumulated amortization | 858,640 | 808,298 |
Net carrying value | 1,231,289 | 1,281,969 |
Developed Technology | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 1,256,335 | 1,256,469 |
Accumulated amortization | 492,343 | 455,720 |
Net carrying value | 763,992 | 800,749 |
Trademarks and Trade names | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 171,990 | 172,031 |
Accumulated amortization | 40,591 | 37,877 |
Net carrying value | 131,399 | 134,154 |
Customer Relationships | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 630,580 | 630,743 |
Accumulated amortization | 304,410 | 293,782 |
Net carrying value | 326,170 | 336,961 |
In Process Research and Development | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 7,100 | 7,100 |
Accumulated amortization | 0 | 0 |
Net carrying value | 7,100 | 7,100 |
Other Intangible Assets | ||
Finite-Lived Intangible Assets | ||
Gross carrying Amount | 23,924 | 23,924 |
Accumulated amortization | 21,296 | 20,919 |
Net carrying value | $ 2,628 | $ 3,005 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | $ 142,095 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 184,730 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 182,125 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 178,316 | |
Finite-Lived Intangible Asset, Expected Amortization, Year Five | 175,287 | |
Thereafter | 368,736 | |
Total | $ 1,231,289 | $ 1,281,969 |
Debt Summary Table (Details)
Debt Summary Table (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 28, 2024 | Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 4,250,000 | $ 4,668,774 | ||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 77,058 | 91,633 | ||
Total debt, net | 4,172,942 | 4,577,141 | ||
Less short-term debt, including current portion of long-term debt | 0 | 0 | ||
Total long-term debt, net | $ 4,172,942 | 4,577,141 | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |||
Payments of long-term debt | $ 643,311 | $ 117,170 | ||
Line of Credit Facility, Maximum Borrowing Capacity | 575,000 | |||
Extinguishment of Debt [Line Items] | ||||
Loss on extinguishment of debt | (10,589) | $ (2,787) | ||
Senior secured term loans B due 2029 at $7.06%(1) | ||||
Debt Instrument [Line Items] | ||||
Repayments of Debt | $ 354,500 | |||
Payments of long-term debt | 418,800 | |||
Extinguishment of Debt [Line Items] | ||||
Loss on extinguishment of debt | (11,600) | |||
Senior secured term loans B due 2029 at $7.06%(1) | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 955,000 | 1,373,774 | ||
Term Loan Rate | 7.06% | |||
Senior secured notes due 2029 at $4.75% | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 1,600,000 | 1,600,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.75% | |||
Senior unsecured notes due 2030 at $5.95% | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 895,000 | 895,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.95% | |||
Senior unsecured notes due 2029 at $3.625% | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 400,000 | 400,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.625% | |||
Senior unsecured notes due 2028 at $4.375% | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 400,000 | 400,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.375% | |||
Third Amendment | ||||
Debt Instrument [Line Items] | ||||
Term Loan Rate | 1.75% | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | |||
Revolving facility due 2027 at $7.06%(2) | ||||
Debt Instrument [Line Items] | ||||
Long-Term Line of Credit | $ 0 | $ 0 | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.06% | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Debt Maturity (Details)
Debt Maturity (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Long-Term Debt, Maturity, Remainder of Fiscal Year | $ 0 | |
Long-Term Debt, Maturity, Year One | 0 | |
Long-Term Debt, Maturity, Year Two | 0 | |
Long-Term Debt, Maturity, Year Three | 0 | |
Long-Term Debt, Maturity, Year Four | 400,000 | |
Thereafter | 3,850,000 | |
Long-term Debt, Gross | $ 4,250,000 | $ 4,668,774 |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures-Fair Value Levels (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term Debt, Fair Value | $ 4,094,694 | $ 4,536,238 |
Total debt, net | 4,172,942 | 4,577,141 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 340,682 | 456,929 |
Total | 340,682 | 456,929 |
Fair Value, Inputs, Level 1 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative financial instruments - Interest rate swap - cash flow hedge | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total | 22,683 | 24,069 |
Fair Value, Inputs, Level 2 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative financial instruments - Interest rate swap - cash flow hedge | 22,683 | 24,069 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Total | 0 | 0 |
Fair Value, Inputs, Level 3 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative financial instruments - Interest rate swap - cash flow hedge | 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 | 340,682 | 456,929 |
Total | 363,365 | 480,998 |
Fair Value, Inputs, Level 1, Level 2, and Level 3 | Interest Rate Swap | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative financial instruments - Interest rate swap - cash flow hedge | $ 22,683 | $ 24,069 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Derivative, Notional Amount | $ 955,000 | $ 1,350,000 | |
Derivative [Line Items] | |||
Interest rate swap contract - Cash flow hedge | (1,073) | $ (9,955) | |
Foreign Exchange Contract | Not Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | 0 | 129 | |
Interest Rate Swap | Designated as Hedging Instrument | Other Current Assets | |||
Derivative [Line Items] | |||
Derivative financial instruments - Interest rate swap - cash flow hedge | 18,135 | 21,451 | |
Interest Rate Swap | Designated as Hedging Instrument | Other Noncurrent Assets | |||
Derivative [Line Items] | |||
Derivative financial instruments - Interest rate swap - cash flow hedge | 4,548 | $ 2,618 | |
Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Derivative, Gain (Loss) on Derivative, Net | $ (11,301) | $ (7,913) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Tax Disclosure [Abstract] | ||
Year-to-date effective tax rate | 7.10% | (32.20%) |
Income tax expense | $ 3,456 | $ 21,469 |
Discrete tax (benefit) expense | $ (2,600) | $ 100 |
Pillar two global minimum tax rate | 15% |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of Share Amount Used in Computation of Basic and Diluted Earnings Per Share (EPS) (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Weighted shares outstanding: | ||
Basic-weighted common shares outstanding | 150,549 | 149,426 |
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 1,169 | 0 |
Diluted-weighted common shares and common shares equivalent outstanding | 151,718 | 149,426 |
Earnings per Common Share - Sha
Earnings per Common Share - Shares Excluded Underlying Stock Based Award from Calucations of Diluted EPS (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Earnings Per Share [Abstract] | ||
Shares excluded from calculations of diluted EPS | 144 | 1,747 |
Other Expense (Income), Net (De
Other Expense (Income), Net (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Feb. 10, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | |
Other Income and Expenses [Abstract] | |||
Gain (Loss) on Contract Termination | $ 0 | $ (10,876) | |
Loss on foreign currency transactions | 1,642 | 2,401 | |
Loss on extinguishment of debt and modification | (11,551) | (3,880) | |
Other Nonrecurring (Income) Expense | 1,092 | (63) | |
Other Nonoperating Income (Expense) | $ 14,285 | $ (4,658) | |
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 | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 771,025 | $ 922,396 |
Total Segment Profit | 178,285 | 114,640 |
Impairment of goodwill | 0 | 88,872 |
Impairment of long-lived assets | 12,967 | 0 |
Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 350,036 | 448,330 |
Total Segment Profit | 67,124 | (29,522) |
Impairment of goodwill | 88,900 | |
Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 267,864 | 269,297 |
Total Segment Profit | 86,555 | 95,997 |
Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 162,854 | 218,853 |
Total Segment Profit | 24,606 | 48,165 |
intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ (9,729) | $ (14,084) |
Segment Reporting - Reconciliat
Segment Reporting - Reconciliation of Total Segment Profit to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Segment Reporting [Abstract] | ||
Total Segment Profit | $ 178,285 | $ 114,640 |
Amortization | 50,159 | 57,574 |
Unallocated general and administrative expenses | 10,534 | 43,600 |
Operating income | 117,592 | 13,466 |
Interest expense | 57,373 | 86,146 |
Interest income | (2,994) | (1,325) |
Other expense (income), net | 14,285 | (4,658) |
Income (loss) before income tax expense | $ 48,928 | $ (66,697) |
Segment Reporting - Summary o_2
Segment Reporting - Summary of Financial Information by Reportable Segment and Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 771,025 | $ 922,396 |
Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 350,036 | 448,330 |
Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 267,864 | 269,297 |
Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 162,854 | 218,853 |
intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | (9,729) | (14,084) |
North America | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 173,259 | 250,609 |
North America | Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 96,744 | 147,329 |
North America | Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 35,459 | 41,766 |
North America | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 50,785 | 75,598 |
North America | intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | (9,729) | (14,084) |
Taiwan | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 155,129 | 149,090 |
Taiwan | Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 54,874 | 58,193 |
Taiwan | Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 69,091 | 54,236 |
Taiwan | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 31,164 | 36,661 |
Taiwan | intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | |
China | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 149,749 | 135,431 |
China | Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 55,170 | 47,960 |
China | Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 63,688 | 55,671 |
China | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 30,891 | 31,800 |
China | intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | |
South Korea | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 99,621 | 120,656 |
South Korea | Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 46,855 | 56,371 |
South Korea | Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 31,135 | 29,829 |
South Korea | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 21,631 | 34,456 |
South Korea | intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | |
Japan | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 69,460 | 90,425 |
Japan | Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 30,429 | 29,356 |
Japan | Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 31,326 | 49,753 |
Japan | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 7,705 | 11,316 |
Japan | intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | |
Europe | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 73,288 | 112,415 |
Europe | Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 34,308 | 63,427 |
Europe | Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 23,807 | 27,004 |
Europe | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 15,173 | 21,984 |
Europe | intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 0 | |
Southeast Asia | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 50,519 | 63,770 |
Southeast Asia | Materials Solutions MS | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 31,656 | 45,694 |
Southeast Asia | Microcontamination Control MC | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 13,358 | 11,038 |
Southeast Asia | Advanced Materials Handling AMH | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 5,505 | 7,038 |
Southeast Asia | intersegment elimination | ||
Segment Reporting Information [Line Items] | ||
Net Sales | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) | Apr. 17, 2024 $ / shares |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Quarterly cash dividend | $ 0.10 |