Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 18, 2015 | Jun. 28, 2014 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ENTG | ||
Entity Registrant Name | ENTEGRIS INC | ||
Entity Central Index Key | 1101302 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 139,792,583 | ||
Entity Public Float | $1,683,447,163 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $389,699 | $384,426 |
Short-term investments | 4,601 | 0 |
Trade accounts and notes receivable, net | 153,961 | 101,873 |
Inventories, net | 163,125 | 94,074 |
Deferred tax assets, deferred tax charges and refundable income taxes | 30,556 | 20,844 |
Other current assets | 23,713 | 11,088 |
Total current assets | 765,655 | 612,305 |
Property, plant and equipment, net | 313,569 | 186,440 |
Other assets: | ||
Goodwill | 340,743 | 12,274 |
Intangible assets, net | 308,554 | 43,509 |
Deferred tax assets and other noncurrent tax assets | 5,068 | 12,039 |
Other | 28,502 | 8,727 |
Total assets | 1,762,091 | 875,294 |
Current liabilities: | ||
Long-term debt, current maturities | 100,000 | 0 |
Accounts payable | 57,417 | 38,396 |
Accrued payroll and related benefits | 51,164 | 30,116 |
Other accrued liabilities | 40,387 | 18,700 |
Deferred tax liabilities and income taxes payable | 13,552 | 10,373 |
Total current liabilities | 262,520 | 97,585 |
Long-term debt, excluding current maturities | 666,796 | 0 |
Pension benefit obligations and other liabilities | 25,373 | 15,411 |
Deferred tax liabilities and other noncurrent tax liabilities | 58,961 | 5,455 |
Commitments and contingent liabilities | 0 | 0 |
Equity: | ||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of December 31, 2014 and 2013 | 0 | 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares: 139,792,583 and 138,734,442 | 1,398 | 1,387 |
Additional paid-in capital | 830,430 | 819,632 |
Retained deficit | -80,712 | -88,599 |
Accumulated other comprehensive income | -2,675 | 24,423 |
Total equity | 748,441 | 756,843 |
Total liabilities and equity | $1,762,091 | $875,294 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
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 | 139,792,583 | 138,734,442 |
Common stock, shares outstanding | 139,792,583 | 138,734,442 |
Consolidated_Statements_Of_Ope
Consolidated Statements Of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net sales | $962,069 | $693,459 | $715,903 |
Cost of sales | 585,386 | 399,245 | 408,520 |
Gross profit | 376,683 | 294,214 | 307,383 |
Selling, general and administrative expenses | 231,833 | 137,123 | 147,405 |
Engineering, research and development expenses | 87,711 | 55,320 | 50,940 |
Amortization of intangible assets | 37,067 | 9,347 | 9,594 |
Contingent consideration fair value adjustment | -1,282 | -1,813 | 0 |
Operating income | 21,354 | 94,237 | 99,444 |
Interest expense | 33,355 | 153 | 271 |
Interest income | -1,336 | -317 | -281 |
Other expense (income), net | 2,727 | -1,794 | -249 |
(Loss) income before income tax (benefit) expense and equity in net loss (income) of affiliates | -13,392 | 96,195 | 99,703 |
Income tax (benefit) expense | -21,572 | 21,669 | 30,881 |
Equity in net loss (income) of affiliates | 293 | 0 | -3 |
Net income | $7,887 | $74,526 | $68,825 |
Earnings Per Share: | |||
Basic net income per common share | $0.06 | $0.54 | $0.50 |
Diluted net income per common share | $0.06 | $0.53 | $0.50 |
Weighted shares outstanding | |||
Basic | 139,311 | 138,950 | 137,306 |
Diluted | 140,062 | 139,618 | 138,412 |
Consolidated_Statements_Of_Com
Consolidated Statements Of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Net income | $7,887 | $74,526 | $68,825 |
Other comprehensive loss, net of tax | |||
Foreign currency translation adjustments | -26,948 | -17,504 | -2,524 |
Reclassification of cumulative translation adjustment associated with liquidated subsidiaries | 0 | 787 | 0 |
Reclassification of cumulative translation adjustment associated with acquisition of business | 0 | 0 | -216 |
Unrealized loss on available-for-sale investments | -1,884 | 0 | 0 |
Reclassification adjustment associated with unrealized loss realized upon the write-down of available-for-sale investments | 1,884 | 0 | 0 |
Pension liability adjustments, net of income tax expense (benefit) of $71,$(37), and $74 for year ended December 31, 2014, 2013, and 2012 | -150 | 202 | -295 |
Other comprehensive loss | -27,098 | -16,515 | -3,035 |
Comprehensive (loss) income | ($19,211) | $58,011 | $65,790 |
Consolidated_Statements_Of_Com1
Consolidated Statements Of Comprehensive Income (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 |
Pension liability adjustments, income tax expense (benefit) | $71 | ($37) | $74 |
Consolidated_Statements_Of_Equ
Consolidated Statements Of Equity (USD $) | Total | Common stock | Additional paid-in capital | Retained deficit | Foreign currency translation adjustments | Defined benefit pension adjustments |
In Thousands | ||||||
Balance at Dec. 31, 2011 | $608,238 | $1,358 | $788,673 | ($225,766) | $44,737 | ($764) |
Balance (in shares) at Dec. 31, 2011 | 135,821 | |||||
Shares issued under stock plans (in shares) | 2,694 | |||||
Shares issued under stock plans | 7,431 | 28 | 7,403 | 0 | 0 | 0 |
Share-based compensation expense | 9,881 | 0 | 9,881 | 0 | 0 | 0 |
Repurchase and retirement of common stock (in shares) | -57 | |||||
Repurchase and retirement of common stock | -427 | -1 | -329 | -97 | 0 | 0 |
Tax benefit associated with stock plans | 3,886 | 0 | 3,886 | 0 | 0 | 0 |
Pension liability adjustment | -295 | 0 | 0 | 0 | 0 | -295 |
Reclassification of cumulative translation adjustment associated with acquisition of business | -216 | 0 | 0 | 0 | -216 | 0 |
Foreign currency translation | -2,524 | 0 | 0 | 0 | -2,524 | 0 |
Net income | 68,825 | 0 | 0 | 68,825 | 0 | 0 |
Balance at Dec. 31, 2012 | 694,799 | 1,385 | 809,514 | -157,038 | 41,997 | -1,059 |
Balance (in shares) at Dec. 31, 2012 | 138,458 | |||||
Shares issued under stock plans (in shares) | 1,882 | |||||
Shares issued under stock plans | 7,685 | 18 | 7,667 | 0 | 0 | 0 |
Share-based compensation expense | 7,928 | 0 | 7,928 | 0 | 0 | 0 |
Repurchase and retirement of common stock (in shares) | -1,606 | |||||
Repurchase and retirement of common stock | -15,494 | -16 | -9,391 | -6,087 | 0 | 0 |
Tax benefit associated with stock plans | 3,914 | 0 | 3,914 | 0 | 0 | 0 |
Pension liability adjustment | 202 | 0 | 0 | 0 | 0 | 202 |
Reclassification of cumulative translation adjustment associated with liquidated subsidiaries | 787 | 0 | 0 | 0 | 787 | 0 |
Reclassification of cumulative translation adjustment associated with acquisition of business | 0 | |||||
Foreign currency translation | -17,504 | 0 | 0 | 0 | -17,504 | 0 |
Net income | 74,526 | 0 | 0 | 74,526 | 0 | 0 |
Balance at Dec. 31, 2013 | 756,843 | 1,387 | 819,632 | -88,599 | 25,280 | -857 |
Balance (in shares) at Dec. 31, 2013 | 138,734 | |||||
Shares issued under stock plans (in shares) | 1,059 | |||||
Shares issued under stock plans | 1,080 | 11 | 1,069 | 0 | 0 | 0 |
Share-based compensation expense | 8,887 | 0 | 8,887 | 0 | 0 | 0 |
Tax benefit associated with stock plans | 842 | 0 | 842 | 0 | 0 | 0 |
Pension liability adjustment | -150 | 0 | 0 | 0 | 0 | -150 |
Reclassification of cumulative translation adjustment associated with acquisition of business | 0 | |||||
Foreign currency translation | -26,948 | 0 | 0 | 0 | -26,948 | 0 |
Net income | 7,887 | 0 | 0 | 7,887 | 0 | 0 |
Balance at Dec. 31, 2014 | $748,441 | $1,398 | $830,430 | ($80,712) | ($1,668) | ($1,007) |
Balance (in shares) at Dec. 31, 2014 | 139,793 |
Consolidated_Statements_Of_Cas
Consolidated Statements Of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities: | |||
Net income | $7,887 | $74,526 | $68,825 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation | 46,637 | 29,468 | 28,013 |
Amortization | 37,067 | 9,347 | 9,594 |
Share-based compensation expense | 8,887 | 7,928 | 9,881 |
Charge for fair value write-up of acquired inventory sold | 48,586 | 0 | 0 |
Provision for deferred income taxes | -44,716 | 8,232 | 11,940 |
Charge for excess and obsolete inventory | 4,513 | 3,963 | 4,007 |
Excess tax benefit from share-based compensation plans | -842 | -3,914 | -3,805 |
Amortization of debt issuance costs | 5,848 | 0 | 0 |
Other | 2,209 | -765 | 1,701 |
Changes in operating assets and liabilities, net of effects of acquisitions: | |||
Trade accounts receivable and notes receivable | -4,845 | -13,363 | 10,626 |
Inventories | -11,608 | -441 | -6,118 |
Accounts payable and other accrued liabilities | 14,348 | -4,408 | 6,265 |
Other current assets | -1,699 | -414 | -2,985 |
Income taxes payable and refundable income taxes | 10,975 | 2,731 | -11,015 |
Other | 3,176 | -3,488 | -11,767 |
Net cash provided by operating activities | 126,423 | 109,402 | 115,162 |
Investing activities: | |||
Acquisition of property and equipment | -57,733 | -60,360 | -49,929 |
Acquisition of business, net of cash acquired | -809,390 | -13,358 | -2,961 |
Purchase of short-term investments | 0 | 0 | -27,990 |
Proceeds from sale or maturities of short-term investments | 13,778 | 20,000 | 8,000 |
Proceeds from sale of assets held for sale | 0 | 6,500 | 0 |
Payments for non-compete agreements | -7,517 | 0 | 0 |
Other | 567 | 189 | 413 |
Net cash used in investing activities | -860,295 | -47,029 | -72,467 |
Financing activities: | |||
Proceeds from long-term debt | 855,200 | 0 | 0 |
Payments of long-term debt | -88,650 | 0 | 0 |
Payments for debt issuance costs | -20,747 | 0 | 0 |
Issuance of common stock from employee stock plans | 3,559 | 7,685 | 7,431 |
Taxes paid related to net share settlement of equity awards | -2,479 | 0 | 0 |
Repurchase and retirement of common stock | 0 | -15,494 | -427 |
Other | 765 | 3,914 | 3,886 |
Net cash provided by (used in) financing activities | 747,648 | -3,895 | 10,890 |
Effect of exchange rate changes on cash and cash equivalents | -8,503 | -4,471 | 3,241 |
Increase in cash and cash equivalents | 5,273 | 54,007 | 56,826 |
Cash and cash equivalents at beginning of year | 384,426 | 330,419 | 273,593 |
Cash and cash equivalents at end of year | 389,699 | 384,426 | 330,419 |
Supplemental Cash Flow Information | |||
Equipment purchases in accounts payable | 3,702 | 6,950 | 3,429 |
Schedule of interest and income taxes paid: | |||
Interest paid | 21,919 | 72 | 271 |
Income taxes, net of refunds received | $12,274 | $10,208 | $29,697 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Nature of Operations Entegris, Inc. (Entegris or the Company) is a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high-technology industries. | |
Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. | |
Use of Estimates and Basis of Presentation The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, Entegris evaluates its estimates, including those related to receivables, inventories, property, plant and equipment, intangible assets, accrued liabilities, income taxes and share-based compensation, among others. Actual results could differ from those estimates. | |
Concentrations of Suppliers Certain materials included in the Company’s products are obtained from a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those sole and limited source suppliers, the partial or complete loss of these sources could have at least a temporary adverse effect on the Company’s results of operations. Furthermore, a significant increase in the price of one or more of these components could adversely affect the Company’s results of operations. | |
Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid debt securities with original maturities of three months or less, which are valued at cost and approximates fair value. | |
Allowance for Doubtful Accounts An allowance for uncollectible trade receivables is estimated based on a combination of write-off history, aging analysis and any specific, known troubled accounts. The Company maintains an allowance for doubtful accounts that management believes is adequate to cover expected losses on trade receivables. | |
Inventories Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. | |
Property, Plant, and Equipment Property, plant and equipment are carried at cost and are depreciated on the straight-line method over the estimated useful lives of the assets. When assets are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts, and gains or losses are recognized in the same period. Maintenance and repairs are expensed as incurred; with significant additions and improvements are capitalized. Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of asset(s) may not be recoverable based on estimated future undiscounted cash flows. The amount of impairment, if any, is measured as the difference between the net book value and the estimated fair value of the asset(s). | |
Investments The Company’s nonmarketable investments are accounted for under either the cost or equity method of accounting, as appropriate. All nonmarketable investments are periodically reviewed to determine whether declines, if any, in fair value below cost basis are other-than-temporary. If the decline in fair value is determined to be other-than-temporary, an impairment loss is recorded and the investment is written down to a new cost basis. | |
Fair Value of Financial Instruments The carrying value of cash equivalents, accounts receivable, accounts payable, accrued payroll and related benefits, and other accrued liabilities approximates fair value due to the short maturity of those instruments. | |
The fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was $764 million at December 31, 2014 compared to the carrying amount of long-term debt, including current maturities, of $767 million. | |
Goodwill and Intangible Assets Goodwill represents the excess of acquisition costs over the fair value of the net assets of businesses acquired. Goodwill is not amortized, but instead tested at least annually for impairment. Goodwill is also tested for impairment as changes in circumstances occur indicating that the carrying value may not be recoverable. At August 31, 2014, the Company's annual testing date, it was determined there was no impairment of its goodwill. | |
Amortizable intangible assets include, among other items, patented, unpatented and other developed technology and customer-based intangibles, and are amortized using the straight-line method over their respective estimated useful lives of 3 to 15 years. The Company reviews intangible assets, along with other long-lived assets - primarily property, plant and equipment - for impairment if changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable. At December 31, 2014, the Company concluded there was no impairment of its intangible assets. | |
Derivative Financial Instruments The Company records derivatives as assets or liabilities on the balance sheet and measures such instruments at fair value. Changes in fair value of derivatives are recorded each period in the Company’s consolidated statements of operations. | |
The Company periodically enters into forward foreign currency contracts to reduce exposures relating to rate changes in certain foreign currencies. Certain exposures to credit losses related to counterparty nonperformance exist. However, the Company does not anticipate nonperformance by the counterparties since they are large, well-established financial institutions. None of these derivatives is accounted for as a hedge transaction. Accordingly, changes in the fair value of forward foreign currency contracts are recorded as other expense (income), net, in the Company’s consolidated statements of operations. The fair values of the Company’s derivative financial instruments are based on prices quoted by financial institutions for these instruments. | |
Foreign Currency Translation Assets and liabilities of foreign subsidiaries are generally translated from foreign currencies into U.S. dollars at period-end exchange rates, and the resulting gains and losses arising from translation of net assets located outside the U.S. are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive income in the consolidated balance sheets. Income statement amounts are translated at the weighted average exchange rates for the year. Translation adjustments are not adjusted for income taxes, as substantially all translation adjustments relate to permanent investments in non-U.S. subsidiaries. Gains and losses resulting from foreign currency transactions are included in other expense (income), net, in the Company's consolidated statements of operations. | |
Revenue Recognition Revenue and the related cost of sales are generally recognized upon shipment of the products. Revenue for product sales is recognized upon delivery, when persuasive evidence of an arrangement exists, when title and risk of loss have been transferred to the customer, collectability is reasonably assured, and pricing is fixed or determinable. Shipping and handling fees related to sales transactions are billed to customers and are recorded as revenue. | |
The Company sells its products throughout the world primarily to companies in the microelectronics industry. The Company performs continuing credit evaluations of its customers and generally does not require collateral. Letters of credit may be required from its customers in certain circumstances. The Company provides for estimated returns based on historical and current trends in both sales and product returns. | |
The Company collects various sales and value-added taxes on certain product and service sales that are accounted for on a net basis. | |
Shipping and Handling Costs Shipping and handling costs incurred are recorded in cost of sales in the Company's consolidated statements of operations. | |
Engineering, Research and Development Expenses Engineering, research and development costs are expensed as incurred. | |
Share-based Compensation The Company measures the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost is recognized over the period during which an employee is required to provide services in exchange for the award. Compensation expense is based on the grant date fair value. Because share-based compensation expense recognized in the Company's consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for expected forfeitures, which are estimated at the time of grant with such estimates revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |
Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date. | |
The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that the Company would not be able to realize all or part of its deferred tax assets. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. | |
The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income before taxes. Penalties and interest to be paid or received are recorded in other expense (income), net, in the statement of operations. | |
Comprehensive (Loss) Income Comprehensive income represents the change in equity resulting from items other than shareholder investments and distributions. The Company’s foreign currency translation adjustments, unrealized gains and losses on available-for-sale investments, and minimum pension liability adjustments are included in accumulated other comprehensive income. Comprehensive income and the components of accumulated other comprehensive income are presented in the accompanying consolidated statements of equity and comprehensive (loss) income. | |
Recent Accounting Pronouncements | |
Accounting Standards Updates issued but not effective for the Company until after December 31, 2014 are not expected to have a material effect on the Company’s consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Acquisitions [Abstract] | |||||||
Acquisitions | ACQUISITIONS | ||||||
ATMI | |||||||
On April 30, 2014, the Company acquired ATMI, Inc. (the Merger), a Delaware corporation (ATMI), for approximately $1.1 billion in cash pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated as of February 4, 2014. As a result of the Merger, ATMI became a wholly-owned subsidiary of the Company. The Merger was accounted for under the acquisition method of accounting and the results of operations of ATMI are included in the Company's consolidated financial statements as of and since April 30, 2014. Direct costs of $13.3 million associated with the acquisition of ATMI, consisting of professional and consulting fees, and bridge financing costs, were expensed as incurred in the year ended December 31, 2014. These costs are included in selling, general and administrative expense and interest expense, respectively, in the Company's consolidated statements of operations. | |||||||
ATMI is a leading supplier of high-performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronic devices. These products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases, and high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics processes. The acquisition was executed to expand the Company’s product offering base and technological base, and enhance the leverage of its selling and administrative functions. ATMI’s sales for the year ended December 31, 2013 were approximately $361 million. | |||||||
The purchase price of ATMI consisted of the following: | |||||||
(In thousands): | |||||||
Cash paid to ATMI shareholders | $ | 1,099,033 | |||||
Cash paid in settlement of share-based compensation awards | 31,451 | ||||||
Total purchase price | 1,130,484 | ||||||
Less cash and cash equivalents acquired | 321,094 | ||||||
Total purchase price, net of cash acquired | $ | 809,390 | |||||
Under the terms of the Merger Agreement, the Company paid $34 per share for all outstanding common shares of ATMI (excluding treasury shares). In addition, the Company settled all outstanding share-based compensation awards held by ATMI employees at the same per share price. The acquisition method of accounting requires the Company to include the amount associated with pre-combination service as consideration in the acquisition, reflected in the table immediately above, while the fair value of the unvested portion of the awards in the amount of $21.3 million is recorded as expense, classified as selling, general and administrative expense, in the Company's consolidated statement of operations. | |||||||
The Merger was funded with existing cash balances as well as funds raised by the Company through the issuance of debt in the form of a senior secured term loan in an aggregate principal amount of $460 million and senior unsecured notes in an aggregate principal amount of $360 million as described in note 7 to the consolidated financial statements. | |||||||
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the ATMI acquisition: | |||||||
(In thousands): | |||||||
Accounts receivable and other current assets | $ | 107,967 | |||||
Inventory | 115,507 | ||||||
Property, plant and equipment | 126,302 | ||||||
Identifiable intangible assets | 297,040 | ||||||
Other noncurrent assets | 13,216 | ||||||
Current liabilities | (60,056 | ) | |||||
Deferred tax liabilities and other noncurrent liabilities | (122,710 | ) | |||||
Net assets acquired | 477,266 | ||||||
Goodwill | 332,124 | ||||||
Total purchase price, net of cash acquired | $ | 809,390 | |||||
The fair value write-up of acquired finished goods inventory was $48.6 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, 2014. | |||||||
The fair value of acquired property, plant and equipment of $126.3 million is valued at its value-in-use and is provisional pending the Company's completion of its valuation of certain assets, and its final review thereof. | |||||||
The fair value of the acquired intangible assets is $297.0 million. The acquired intangible assets, all of which are finite-lived, have a weighted average useful life of approximately 8.3 years and are being amortized on a straight-line basis. The intangible assets that comprise the amount include customer relationships of $165.1 million (10-year weighted average useful life), developed technology and related trade names of $120.8 million (6-year weighted average useful life), and other intangible assets of $11.1 million (7.4-year weighted average useful life). | |||||||
The fair value of acquired identifiable intangible assets was determined using the “income approach” on an individual project basis. In performing these valuations, the key underlying probability-adjusted assumptions of the discounted cash flows were projected revenues, gross margin expectations and operating cost estimates. The valuations were based on the information that was available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations. The fair value measurements of the assets acquired and liabilities assumed were based on valuations involving significant unobservable inputs, or Level 3 in the fair value hierarchy. | |||||||
The purchase price of ATMI exceeded the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $332.1 million, which reflects adjustments made during the fourth quarter by the Company to its preliminary allocations of the purchase price to the fair values assigned to the assets acquired and liabilities assumed recorded in prior quarters, primarily related to ATMI's property, plant and equipment, intangible assets and tax accounts. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. The purchase price also included the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value in addition to a going-concern element that represents the Company's ability to earn a higher rate of return on the group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill. No amount of goodwill is expected to be deductible for income tax purposes. | |||||||
The final valuation of assets acquired and liabilities assumed is expected to be completed as soon as possible, but no later than one year from the acquisition date. Given the size and complexity of the acquisition, the valuation of certain assets and liabilities, is still being completed, and is subject to final review. Specifically, certain property, plant and equipment, as noted above, and ATMI's tax accounts are provisional pending the completion of and review of such assets and liabilities. To the extent that the Company's estimates require adjustment, the Company will modify the values. | |||||||
Subsequent to the Merger, the Company agreed to make severance payments of $7.5 million to ATMI executives. Under the terms of various agreements, the executives are unable to compete with the Company for specified periods. Based on the Company's analysis, the payments associated with these noncompete clauses were capitalized as finite-lived intangible assets to be amortized over periods averaging 1.6 years. The fair value of these noncompete clauses was determined using the “income approach” on an individual executive basis, following a methodology similar to the one described above for acquired identifiable intangible assets. | |||||||
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 ATMI had occurred as of the beginning of the years presented. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. | |||||||
Year ended | |||||||
(In thousands, except per share data) (Unaudited) | 31-Dec-14 | 31-Dec-13 | |||||
Net sales | $ | 1,076,334 | $ | 1,051,175 | |||
Net income | 68,279 | 60,324 | |||||
Per share amounts: | |||||||
Net income per common share - basic | $ | 0.49 | $ | 0.43 | |||
Net income per common share - diluted | 0.49 | 0.43 | |||||
The unaudited pro forma financial information above gives effect to the following: | |||||||
a. | The elimination of transactions between Entegris and ATMI, which upon completion of the merger would be considered intercompany. This reflects the elimination of intercompany sales and associated intercompany accounts. | ||||||
b. | 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. | ||||||
c. | Removal of the operating results of ATMI's discontinued operations. | ||||||
The unaudited pro forma financial information above for the year ended December 31, 2014 excludes the purchase accounting impact of the incremental charge reported in cost of sales for the sale of acquired inventory that was written-up to fair value of $48.6 million. | |||||||
The pro forma data does not include data for Jetalon Solutions, Inc. for the period prior to its acquisition due to the immaterial impact on the pro forma financial information for the year ended December 31, 2014. | |||||||
Jetalon | |||||||
On April 1, 2013, the Company acquired substantially all the operating assets and liabilities of Jetalon Solutions, Inc. (Jetalon), a California-based supplier of fluid metrology products. The transaction was accounted for under the acquisition method of accounting and the results of operations of the entity are included in the Company's consolidated financial statements as of and since April 1, 2013. The acquisition of Jetalon’s assets and liabilities did not constitute a material business combination. | |||||||
The purchase price for Jetalon included cash consideration of $13.4 million, funded from the Company's then-existing cash on hand, and earnout-based contingent consideration of up to $14.5 million based on the operating performance of Jetalon in 2013, 2014 and 2015. Costs associated with the acquisition of Jetalon were not significant and were expensed as incurred. | |||||||
Upon acquisition, the Company recorded a contingent consideration obligation of $3.1 million representing the fair value of the earnout-based contingent consideration. This amount was estimated through a valuation model that incorporates probability-adjusted assumptions relating to the achievement of possible operating results and the likelihood of the Company making payments. This fair value measurement is based upon significant inputs not observable in the market and therefore represents a Level 3 measurement. | |||||||
The purchase price of Jetalon consisted of the following: | |||||||
(In thousands): | |||||||
Cash paid at closing | $ | 13,358 | |||||
Contingent consideration obligation | 3,094 | ||||||
Total purchase price | $ | 16,452 | |||||
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 Jetalon acquisition: | |||||||
(In thousands): | |||||||
Accounts receivable, inventory and other assets | $ | 944 | |||||
Identifiable intangible assets | 5,634 | ||||||
Current liabilities | (216 | ) | |||||
Net assets acquired | 6,362 | ||||||
Goodwill | 10,090 | ||||||
Total purchase price | $ | 16,452 | |||||
The purchase price of Jetalon, including the Company's valuation of contingent consideration, exceeded the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $10.1 million. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. The purchase price also included the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value in addition to a going-concern element that represents the Company's ability to earn a higher rate of return on the group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The goodwill has been assigned to the Company's fluid management reporting unit. | |||||||
The Company completed its fair value determinations for all elements of the Jetalon acquisition in 2013. Intangible assets, consisting mostly of technology-related intellectual property, are being amortized on a straight-line basis over an estimated useful life of approximately 10 years. | |||||||
Subsequent changes in the fair value of this obligation have been recognized as adjustments to the contingent consideration obligation and reflected in the Company's consolidated statements of operations. During the years ended December 31, 2014 and 2013, the Company updated its assessment of the contingent consideration based on the valuation methodology described above and recorded gains of $1.3 million and $1.8 million in the Company's consolidated statements of operations, resulting in the reversal of the contingent consideration obligation. | |||||||
Entegris Precision Technologies Corporation (EPT) | |||||||
On April 2, 2012, the Company acquired the remaining 50% of its Entegris Precision Technologies Corporation (EPT) joint venture in Taiwan, an equity method investee in which it had previously owned a 50% equity interest accounted for under the equity method. The Company paid $3.4 million in cash for the additional 50% equity interest in the entity. The transaction was accounted for under the acquisition method of accounting and the results of operations of the entity are included in the Company's consolidated financial statements as of and since April 2, 2012. EPT's sales and operating results were not material to the Company's consolidated financial statements. | |||||||
The Company remeasured its previously held equity interest in the entity at its April 2, 2012 fair value of $2.9 million. Based on the carrying value of the Company's equity interest in EPT before the business combination, the Company recognized a gain of $1.3 million. In addition, in prior reporting periods the Company recognized changes in the value of its equity interest in EPT related to translation adjustments in other comprehensive income. As required under the acquisition method of accounting, the $0.2 million recognized previously in other comprehensive income was reclassified and added in the calculation of the gain noted above. | |||||||
The purchase price was allocated based on the fair values of all of the assets acquired and liabilities assumed. The sum of the purchase price of the additional 50% equity interest and the fair value of the equity interest in the investee held by the Company at the acquisition date exceeded the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $2.2 million, resulting in goodwill, which is not deductible for income tax purposes. EPT is part of the Company’s liquid packaging reporting unit. | |||||||
As described above, the Company acquired businesses in 2014, 2013 and 2012. As part of the accounting for these transactions, the Company allocated the purchase price of the acquired entities based on the fair value of all the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed, as well as the Company's contingent consideration obligation in the case of Jetalon and the Company's previously held equity interest in the case of EPT, was based on the information that was available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by the Company's management. | |||||||
In performing these valuations, the Company used independent appraisals, discounted cash flows and other factors as the best evidence of fair value. The key underlying assumptions of the discounted cash flows were projected revenues, gross margin expectations and operating cost estimates. There are inherent uncertainties and management judgment required in these determinations. No assurance can be given that the underlying assumptions will occur as projected. 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. |
Trade_Accounts_and_Notes_Recei
Trade Accounts and Notes Receivable | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Accounts, Notes, Loans and Financing Receivable, Gross, Allowance, and Net [Abstract] | ||||||||
Trade Accounts and Notes Receivable | TRADE ACCOUNTS AND NOTES RECEIVABLE | |||||||
Trade accounts and notes receivable from customers at December 31, 2014 and 2013 consist of the following: | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Accounts receivable | $ | 151,082 | $ | 94,613 | ||||
Notes receivable | 4,706 | 9,039 | ||||||
155,788 | 103,652 | |||||||
Less allowance for doubtful accounts | 1,827 | 1,779 | ||||||
$ | 153,961 | $ | 101,873 | |||||
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventories | INVENTORIES | |||||||
Inventories at December 31, 2014 and 2013 consist of the following: | ||||||||
(In thousands) | 2014 | 2013 | ||||||
Raw materials | $ | 41,015 | $ | 26,012 | ||||
Work-in-process | 14,190 | 10,512 | ||||||
Finished goods (a) | 107,431 | 56,998 | ||||||
Supplies | 489 | 552 | ||||||
$ | 163,125 | $ | 94,074 | |||||
(a) | Includes consignment inventories held by customers for $11.0 million and $5.1 million at December 31, 2014 and 2013, |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT | |||||||||||
Property, plant, and equipment at December 31, 2014 and 2013 consists of the following: | ||||||||||||
(In thousands) | 2014 | 2013 | Estimated | |||||||||
useful lives in | ||||||||||||
years | ||||||||||||
Land | $ | 15,064 | $ | 12,866 | ||||||||
Buildings and improvements | 150,450 | 109,105 | May-35 | |||||||||
Manufacturing equipment | 214,509 | 168,197 | 10-May | |||||||||
Canisters and cylinders | 42,154 | — | 12-Mar | |||||||||
Molds | 80,532 | 76,909 | 5-Mar | |||||||||
Office furniture and equipment | 99,624 | 70,158 | 8-Mar | |||||||||
Construction in progress | 27,185 | 33,021 | ||||||||||
629,518 | 470,256 | |||||||||||
Less accumulated depreciation | 315,949 | 283,816 | ||||||||||
$ | 313,569 | $ | 186,440 | |||||||||
The table below sets forth the depreciation expense for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Depreciation expense | $ | 46,637 | $ | 29,468 | $ | 28,013 | ||||||
Intangible_Assets
Intangible Assets | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Intangible Assets | GOODWILL AND INTANGIBLE ASSETS | |||||||||||||
Goodwill activity for each of the Company's two reportable segments, Critical Materials Handling (CMH) and Electronic Materials (EM), was as follows: | ||||||||||||||
(In thousands) | CMH | EM | Total | |||||||||||
31-Dec-12 | $ | 2,209 | $ | — | $ | 2,209 | ||||||||
Addition due to acquisition | 10,090 | — | 10,090 | |||||||||||
Other, including foreign currency translation | (25 | ) | — | (25 | ) | |||||||||
31-Dec-13 | 12,274 | — | 12,274 | |||||||||||
Addition due to acquisition | 35,329 | 296,795 | 332,124 | |||||||||||
Other, including foreign currency translation | (120 | ) | (3,535 | ) | (3,655 | ) | ||||||||
31-Dec-14 | $ | 47,483 | $ | 293,260 | $ | 340,743 | ||||||||
As of December 31, 2014, goodwill amounted to approximately $340.7 million, an increase of $328.5 million from the balance at December 31, 2013. The increase in goodwill relates to the acquisition of ATMI completed in April 2014 as described in note 2 and is provisional subject to the Company's final valuation of assets acquired and liabilities assumed. The increase was partially offset by the foreign currency translation adjustments. | ||||||||||||||
Identifiable intangible assets at December 31, 2014 and 2013 consist of the following: | ||||||||||||||
2014 | ||||||||||||||
(In thousands) | Gross carrying | Accumulated | Net carrying | Weighted | ||||||||||
Amount | amortization | value | average life in | |||||||||||
years | ||||||||||||||
Patents | $ | 1,347 | $ | 779 | $ | 568 | 9.8 | |||||||
Developed technology | 199,402 | 78,785 | 120,617 | 6.6 | ||||||||||
Trademarks and trade names | 17,152 | 8,883 | 8,269 | 9.8 | ||||||||||
Customer relationships | 220,420 | 54,452 | 165,968 | 10.3 | ||||||||||
Other | 16,768 | 3,636 | 13,132 | 6.6 | ||||||||||
$ | 455,089 | $ | 146,535 | $ | 308,554 | 8.5 | ||||||||
2013 | ||||||||||||||
(In thousands) | Gross carrying | Accumulated | Net carrying | Weighted | ||||||||||
amount | amortization | value | average life in | |||||||||||
years | ||||||||||||||
Patents | $ | 1,369 | $ | 649 | $ | 720 | 9.8 | |||||||
Developed technology | 78,686 | 62,257 | 16,429 | 7.4 | ||||||||||
Trademarks and trade names | 13,092 | 7,306 | 5,786 | 12 | ||||||||||
Customer relationships | 57,617 | 39,146 | 18,471 | 11 | ||||||||||
Other | 2,213 | 110 | 2,103 | 13.3 | ||||||||||
$ | 152,977 | $ | 109,468 | $ | 43,509 | 9.3 | ||||||||
The table below sets forth the amortization expense for the years ended December 31, 2014, 2013, and 2012: | ||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||
Amortization expense | $ | 37,067 | $ | 9,347 | $ | 9,594 | ||||||||
The amortization expense for each of the five succeeding years and thereafter relating to intangible assets currently recorded in the Company's consolidated balance sheets is estimated to be the following at December 31, 2014: | ||||||||||||||
Fiscal year ending December 31 | (In thousands) | |||||||||||||
2015 | $ | 47,835 | ||||||||||||
2016 | 45,401 | |||||||||||||
2017 | 43,977 | |||||||||||||
2018 | 42,725 | |||||||||||||
2019 | 40,472 | |||||||||||||
Thereafter | 88,144 | |||||||||||||
$ | 308,554 | |||||||||||||
Debt
Debt | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Debt [Abstract] | ||||
Debt | DEBT | |||
Long-term debt at December 31, 2014 consists of the following: | ||||
(In thousands) | 31-Dec-14 | |||
Senior secured term loan facility due 2021 | $ | 406,796 | ||
Senior unsecured notes due 2022 | 360,000 | |||
Total long-term debt | 766,796 | |||
Less current maturities of long-term debt | 100,000 | |||
Long-term debt less current maturities | $ | 666,796 | ||
Annual maturities of long-term debt contractually due as of December 31, 2014 are as follows: | ||||
Fiscal year ending | (In thousands) | |||
2015 | $ | 26,597 | ||
2016 | — | |||
2017 | — | |||
2018 | — | |||
2019 | — | |||
Thereafter | 740,199 | |||
$ | 766,796 | |||
Under the terms of the Term Loan Facility, the Company is obligated to remit payments of approximately $26.6 million on the Term Loan Facility in 2015. However, based on management's plans and intent, the Company reflects $100 million as the current maturity of long-term debt in its consolidated balance sheet as of December 31, 2014. During the year ended December 31, 2014, the Company made payments of $51.2 million on the Term Loan Facility, reducing the contractual principal payments otherwise due in 2015. | ||||
As described in note 2 to the consolidated financial statements, the Company issued debt with a principal amount of $820 million to supply the funding required to complete its acquisition of ATMI. Debt issuance costs of $2.3 million paid directly to lending institutions are recorded as a debt discount, while debt issuance costs of $20.7 million paid to third parties are capitalized as debt issuance costs, and reflected within other current and other noncurrent assets. These debt issuance costs are being amortized as interest expense over the term of the debt instrument using the effective-interest method for the senior secured term loan facility and senior unsecured notes, and the straight-line method for the senior secured asset-based revolving credit facility. In the year ended December 31, 2014, the Company expensed $5.8 million of the debt issuance costs, including $4.0 million for bridge financing fees paid for the availability of funding for the acquisition of ATMI. These amounts are included in interest expense in the Company's consolidated statements of operations. | ||||
Senior Secured Term Loan Facility and Security Agreement | ||||
On April 30, 2014, the Company entered into a term loan credit and guaranty agreement with Goldman Sachs Bank USA, as administrative agent, collateral agent, sole lead arranger, sole bookrunner and sole syndication agent (the Term Loan Facility), that provides senior secured financing of $460 million (which may be increased by up to $225 million in certain circumstances). Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, a base rate (such as prime rate or LIBOR) plus, an applicable margin. The Company's interest rate is 3.5% at December 31, 2014. In addition to paying interest on outstanding principal under the Term Loan Facility, the Company is required to pay customary agency fees. | ||||
During the year ended December 31, 2014, the Company made payments of $51.2 million on the Term Loan Facility. | ||||
The credit agreement governing the Term Loan Facility requires the Company to prepay outstanding term loans, subject to certain exceptions, with (a) up to 50% of the Company’s annual Excess Cash Flow (as defined in the credit agreement governing the Term Loan Facility) and (b) 100% of the net cash proceeds of (i) certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions; and (ii) any incurrence or issuance of certain debt, other than debt permitted under the Term Loan Facility. | ||||
The Company may voluntarily prepay outstanding loans under the Term Loan Facility at any time without premium or penalty other than customary “breakage” costs with respect to LIBOR loans. | ||||
All obligations under the Term Loan Facility are unconditionally guaranteed by certain of the Company’s existing wholly owned domestic subsidiaries, and are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Company's subsidiary guarantors. | ||||
The Term Loan Facility contains a number of negative covenants that, subject to certain exceptions, restrict the Company’s ability and each of the Company’s subsidiaries ability to incur additional indebtedness; pay dividends on its capital stock or redeem, repurchase or retire its capital stock or its other indebtedness; make investments, loans and acquisitions; create restrictions on the payment of dividends or other amounts to the Company from the Company’s restricted subsidiaries; engage in transactions with its affiliates; sell assets, including capital stock of its subsidiaries; materially alter the business it conducts; consolidate or merge; incur liens; and engage in sale-leaseback transactions. The credit agreement governing the Term Loan Facility additionally contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. The Company is in compliance with all of the above covenants at December 31, 2014. | ||||
2022 Senior Unsecured Notes | ||||
On April 1, 2014, the Company issued $360 million aggregate principal amount of 6% senior unsecured notes due April 1, 2022 (the 2022 Senior Unsecured Notes). The 2022 Senior Unsecured Notes were issued under an indenture dated as of April 1, 2014 (the 2022 Senior Unsecured Notes Indenture) by and among the Company and Wells Fargo Bank, National Association, as trustee (the 2022 Senior Unsecured Notes Trustee). Interest on the 2022 Senior Unsecured Notes is payable semi-annually in arrears on April 1 and October 1, commencing October 1, 2014. | ||||
The 2022 Senior Unsecured Notes are guaranteed, jointly and severally, fully and unconditionally, on an unsecured senior basis, by each of the Company’s domestic subsidiaries (the Guarantors) that guarantee indebtedness under the Company’s senior secured term loan facility and senior secured asset-based revolving credit facility (Senior Secured Credit Facilities). | ||||
As provided in the Senior Unsecured Notes Indenture, the Company may at its option on one or more occasions redeem all or a part of the 2022 Senior Unsecured Notes at a redemption price equal to (a) 100% of the principal amount of the 2022 Senior Unsecured Notes redeemed plus a make-whole premium if redeemed prior to April 1, 2017, or (b) a percentage of principal amount between a percentage from 100% and 104.5% of the aggregate principal amount of notes to be redeemed depending on the period of redemption, if redeemed on or after April 1, 2017, plus, in each case, accrued and unpaid interest thereto. | ||||
Upon a change in control, the Company is required to offer to purchase all of the 2022 Senior Unsecured Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. | ||||
If the Company or its subsidiaries engage in asset sales, the Company generally must either invest the net cash proceeds from such sales in its business within a period of time, prepay debt under the Senior Secured Credit Facilities or make an offer to purchase a principal amount of the 2022 Senior Unsecured Notes equal to the excess net cash proceeds, subject to certain exceptions. | ||||
The 2022 Senior Unsecured Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of the Company’s restricted subsidiaries to pay dividends or distributions or redeem or repurchase equity; prepay subordinated debt or make certain investments, loans, advances and acquisitions; incur or guarantee additional debt, or issue certain disqualified stock and preferred stock; create liens; engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of their assets; enter into transactions with affiliates; and create restrictions on the payment of dividends or other amounts to the Company from its restricted subsidiaries. The Company is in compliance with all of the above covenants at December 31, 2014. | ||||
The 2022 Senior Unsecured Notes Indenture also provides for events of default which, if certain of them occur, would permit the 2022 Senior Unsecured Notes Trustee or the holders of at least 25% in aggregate principal amount of the then total outstanding 2022 Senior Unsecured Notes to declare the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding 2022 Senior Unsecured Notes to be due and payable immediately. | ||||
Senior Secured Asset-Based Revolving Credit Facility and Security Agreement | ||||
On April 30, 2014, the Company entered into an asset-based credit agreement with Goldman Sachs Bank USA, as administrative agent, collateral agent, sole lead arranger, sole bookrunner and sole syndication agent (the ABL Facility), that provides senior secured financing of $75 million (which may be increased by up to $35 million in certain circumstances), subject to a borrowing base limitation. The borrowing base for the ABL Facility at any time equals the sum of certain percentages of various accounts and inventories and stood at $64.6 million at December 31, 2014. The ABL Facility includes borrowing capacity in the form of letters of credit up to $35 million of the facility, and up to $20 million in U.S. dollars for borrowings on same-day notice, referred to as swingline loans. | ||||
Borrowings under the ABL Facility bear interest at a rate per annum equal to, at the Company’s option, a base rate (prime rate or LIBOR), plus an applicable margin. Swingline loans shall bear interest at a rate per annum equal to the base rate plus the applicable margin. | ||||
In addition to paying interest on outstanding principal under the ABL Facility, the Company is required to pay a commitment fee of 0.33% per annum in respect of the unutilized commitments thereunder. The Company must also pay customary letter of credit fees and agency fees. | ||||
The Company may voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans at any time. Prepayments of the loans may be made without premium or penalty other than customary “breakage” costs with respect to LIBOR loans. | ||||
During the year ended December 31, 2014, the Company borrowed and repaid $37.5 million in borrowings under the ABL Facility. There is no outstanding balance under the ABL Facility at December 31, 2014. | ||||
There is no scheduled amortization under the Company’s ABL Facility. The principal amount outstanding under the ABL Facility is due and payable in full on April 30, 2019. | ||||
All obligations under the ABL Facility are unconditionally guaranteed by certain of the Company’s existing wholly owned domestic subsidiaries and are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Company's subsidiaries that have guaranteed the ABL Facility. | ||||
The ABL Facility contains a number of negative covenants that, among other things, subject to certain exceptions, restrict the Company’s ability and the ability of each of the Company’s subsidiaries to incur additional indebtedness; pay dividends on its capital stock or redeem, repurchase or retire its capital stock or its other indebtedness; make investments, loans and acquisitions; create restrictions on the payment of dividends or other amounts to the Company from the Company’s restricted subsidiaries; engage in transactions with its affiliates; sell assets, including capital stock of its subsidiaries; materially alter the business it conducts; consolidate or merge; incur liens; and engage in sale-leaseback transactions. The credit agreement governing the ABL Facility additionally contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. The Company is in compliance with all of the above covenants at December 31, 2014. | ||||
Intercreditor Agreement | ||||
In connection with the closing of the ABL Facility and Term Loan Facility, on April 30, 2014, Goldman Sachs Bank USA, as collateral agent for the ABL Facility and as collateral agent for the Term Loan Facility, entered into an intercreditor agreement (the Intercreditor Agreement), acknowledged by the Company, which governs the relative priorities (and certain other rights) of the ABL Facility lenders and Term Loan Facility lenders pursuant the respective security agreements that each entered into with the Company and the guarantors. |
Lease_Commitments
Lease Commitments | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Lease Commitments | LEASE COMMITMENTS | |||
As of December 31, 2014, the Company was obligated under noncancellable operating lease agreements for certain sales offices and manufacturing facilities, manufacturing equipment, vehicles, information technology equipment and warehouse space. Future minimum lease payments for noncancellable operating leases with initial or remaining terms in excess of one year are as follows: | ||||
Fiscal year ending December 31 | (In thousands) | |||
2015 | $ | 10,708 | ||
2016 | 6,810 | |||
2017 | 4,596 | |||
2018 | 3,738 | |||
2019 | 948 | |||
Thereafter | 292 | |||
Total minimum lease payments | $ | 27,092 | ||
Total rental expense for all equipment and building operating leases for the years ended December 31, 2014, 2013, and 2012, were $13.3 million, $9.5 million, and $9.4 million, respectively. |
Asset_Retirement_Obligations_N
Asset Retirement Obligations (Notes) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Asset Retirement Obligation [Abstract] | ||||
Asset Retirement Obligations | ASSET RETIREMENT OBLIGATIONS | |||
In connection with the acquisition of ATMI described in note 2, the Company assumed asset retirement obligations (AROs) related to environmental disposal obligations associated with cylinders used to supply customers with ATMI's products, and certain restoration obligations associated with its leased facilities. Prior to the acquisition, the Company also had AROs related certain restoration obligations associated with its leased facilities. | ||||
Changes in the carrying amounts of the Company’s AROs at December 31, 2014 are shown below: | ||||
(In thousands) | ||||
Balance at December 31, 2013 | $ | 2,167 | ||
Liabilities assumed in ATMI acquisition | 7,365 | |||
Liabilities settled | (128 | ) | ||
Liabilities incurred | 248 | |||
Accretion expense | 195 | |||
Revision of estimate | 103 | |||
Balance at December 31, 2014 | $ | 9,950 | ||
The ARO liability is included in the consolidated balance sheets in other accrued liabilities, and pension benefit obligations and other liabilities. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Taxes | INCOME TAXES | |||||||||||
(Loss) income before income taxes for the years ended December 31, 2014, 2013 and 2012 was derived from the following sources: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Domestic | $ | (118,917 | ) | $ | 29,066 | $ | 49,056 | |||||
Foreign | 105,525 | 67,129 | 50,647 | |||||||||
(Loss) income before income tax (benefit) expense and equity in net loss (income of affiliates | $ | (13,392 | ) | $ | 96,195 | $ | 99,703 | |||||
Income tax (benefit) expense for the years ended December 31, 2014, 2013, and 2012 is summarized as follows: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Current: | ||||||||||||
Federal | $ | 1,574 | $ | 854 | $ | 5,797 | ||||||
State | 111 | 772 | 654 | |||||||||
Foreign | 21,459 | 12,937 | 11,183 | |||||||||
23,144 | 14,563 | 17,634 | ||||||||||
Deferred (net of valuation allowance): | ||||||||||||
Federal | (41,484 | ) | 6,003 | 11,165 | ||||||||
State | (1,545 | ) | (650 | ) | 168 | |||||||
Foreign | (1,687 | ) | 1,753 | 1,914 | ||||||||
(44,716 | ) | 7,106 | 13,247 | |||||||||
Income tax (benefit) expense | $ | (21,572 | ) | $ | 21,669 | $ | 30,881 | |||||
Income tax (benefit) expense differs from the expected amounts based upon the statutory federal tax rates for the years ended December 31, 2014, 2013, and 2012 as follows: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Expected federal income tax at statutory rate | $ | (4,687 | ) | $ | 33,668 | $ | 34,896 | |||||
State income taxes before valuation allowance, net of federal tax effect | (2,115 | ) | (357 | ) | 440 | |||||||
Income (losses) without tax expense (benefit) | (72 | ) | 22 | (40 | ) | |||||||
Effect of foreign source income | (19,996 | ) | (10,583 | ) | (5,314 | ) | ||||||
Tax contingencies | 1,379 | 1,383 | 1,374 | |||||||||
Valuation allowance | 2,106 | 445 | 358 | |||||||||
Non-deductible acquisition costs | 2,176 | — | — | |||||||||
U.S. federal research credit | (2,085 | ) | (3,233 | ) | (790 | ) | ||||||
Other items, net | 1,722 | 324 | (43 | ) | ||||||||
Income tax (benefit) expense | $ | (21,572 | ) | $ | 21,669 | $ | 30,881 | |||||
As a result of commitments made by the Company related to investments in tangible property and equipment, the establishment of a research and development center in 2006 and certain employment commitments, income from certain manufacturing activities in Malaysia is exempt from tax for years up through 2015. The income tax benefits attributable to the tax status of this subsidiary are estimated to be $8 million ($0.06 cents per diluted share), $5.4 million ($0.04 cents per diluted share), and $2.4 million ($0.02 cents per diluted share) for the years ended December 31, 2014, 2013, and 2012, respectively. The 2014 effective tax rate reflects an additional benefit of $3.3 million due to a lower tax rate than the U.S. | ||||||||||||
In 2012, ATMI's Korea subsidiary made commitments to produce a certain line of products. In return for this commitment, the Company has a tax holiday on income earned on sales of these products for five years and a partial holiday for two additional years. The income tax benefit attributable to this tax holiday are $0.2 million ($0.0 cents per diluted share) for the year ended December 31, 2014. The 2014 effective tax rate reflects an additional benefit of $0.2 million due to a lower tax rate than the U.S. | ||||||||||||
The Company also made employment and spending commitments to Singapore. In return for those commitments, the Company has been granted a partial tax holiday for five years and an additional partial tax holiday for an additional two years if the requirements are met. The income tax benefits attributable to the tax status are estimated to be $1.2 million ($0.01 cents per diluted share), $0.5 million ($0.00 cents per diluted share), $0 million ($0.00 cents per diluted share) for the years ending December 31, 2014, 2013, and 2012 respectively. The 2014 effective tax rate reflects an additional benefit of $3.7 million due to a lower tax rate than the U.S. | ||||||||||||
The 2014 effective tax rate reflects a $2.6 million benefit related to foreign tax credits. | ||||||||||||
The significant components of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are as follows: | ||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||
Deferred tax assets attributable to: | ||||||||||||
Accounts receivable | $ | 243 | $ | 269 | ||||||||
Inventory | 5,663 | 2,853 | ||||||||||
Accruals not currently deductible for tax purposes | 9,915 | 8,844 | ||||||||||
Net operating loss and credit carryforwards | 12,183 | 3,972 | ||||||||||
Capital loss carryforward | 3,088 | 2,779 | ||||||||||
Depreciation | 10,498 | 1,070 | ||||||||||
Equity compensation | 3,662 | 3,157 | ||||||||||
Asset impairments | 732 | 732 | ||||||||||
Purchased intangible assets | — | 1,439 | ||||||||||
Other, net | 5,549 | 2,976 | ||||||||||
Gross deferred tax assets | 51,533 | 28,091 | ||||||||||
Valuation allowance | (11,104 | ) | (5,435 | ) | ||||||||
Total deferred tax assets | 40,429 | 22,656 | ||||||||||
Deferred tax liabilities attributable to: | ||||||||||||
Depreciation | — | (3,245 | ) | |||||||||
Purchased intangible assets | (77,149 | ) | (601 | ) | ||||||||
Total deferred tax liabilities | (77,149 | ) | (3,846 | ) | ||||||||
Net deferred tax (liabilities) assets | $ | (36,720 | ) | $ | 18,810 | |||||||
Deferred tax assets are generally required to be reduced by a valuation allowance if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. | ||||||||||||
As of December 31, 2014 and 2013, the Company had a net U.S. deferred tax liability of $24.8 million and a net U.S. deferred tax asset of $16.0 million, respectively, which are composed of temporary differences and various tax credit carryforwards. Management believes that it is more likely than not that the benefit from certain state net operating loss carryforwards, state credits, and a federal capital loss carryforward will not be realized. In recognition of this risk, management has provided a valuation allowance of $10.6 million and $5.4 million as of December 31, 2014 and 2013, respectively, on the related deferred tax assets. If the assumptions change and management determines the assets will be realized, the tax benefits relating to any reversal of the valuation allowance on deferred tax assets at December 31, 2014 will be recognized as a reduction of income tax expense. | ||||||||||||
As of December 31, 2014 and 2013, the Company had a net non-U.S. deferred tax liability of $1.4 million and a net non-U.S. deferred tax asset of $8.2 million, respectively, for which management determined based upon the available evidence a valuation allowance of $0.5 million as of December 31, 2014 was required against the non-U.S. gross deferred tax assets. For other non-U.S. jurisdictions, management is relying upon projections of future taxable income to utilize deferred tax assets. | ||||||||||||
At December 31, 2014, there were approximately $618.0 million of accumulated undistributed earnings of subsidiaries outside the United States, all of which are considered to be reinvested indefinitely. Management has considered its future cash needs and affirms its intention to indefinitely invest such earnings overseas to be utilized for working capital purposes, expansion of existing operations, possible acquisitions and other international items. No U.S. tax has been provided on such earnings. If they were remitted to the Company, applicable U.S. federal and foreign withholding taxes may be partially offset by available foreign tax credits. Management has concluded that it is impracticable to compute the full actual tax impact, but it estimates that $12 million of withholding taxes would be incurred if the $618.0 million were distributed. | ||||||||||||
At December 31, 2014, the Company had state operating loss carryforwards of approximately $42.4 million, which begin to expire in 2015; foreign tax credit carryforwards of approximately $7.2 million, which begin to expire in 2019; federal research and development credit carryforwards of approximately $3.6 million, which begin to expire in 2033; and foreign operating loss carryforwards of $2.7 million, which begin to expire in 2023. The Company will need approximately $31.0 million of certain types of domestic income between 2015 and 2033 to fully utilize the credit carryforwards. | ||||||||||||
Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax positions will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that fail to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The provisions also provide guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. | ||||||||||||
Reconciliations of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2014 and 2013 are as follows: | ||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||
Gross unrecognized tax benefits at beginning of year | $ | 4,277 | $ | 5,419 | ||||||||
Increase from acquisition | 2,431 | — | ||||||||||
Increases in tax positions for prior years | — | 28 | ||||||||||
Decreases in tax positions for prior years | (246 | ) | — | |||||||||
Increases in tax positions for current year | 2,409 | 1,879 | ||||||||||
Settlements | (1,385 | ) | (2,298 | ) | ||||||||
Lapse in statute of limitations | (1,502 | ) | (751 | ) | ||||||||
Gross unrecognized tax benefits at end of year | $ | 5,984 | $ | 4,277 | ||||||||
The total amount of net unrecognized tax benefits that, if recognized, would affect the effective tax rate was $4.3 million at December 31, 2014. | ||||||||||||
Penalties and interest paid or received are recorded in other income, net, in the consolidated statements of operations. For the years ended December 31, 2014 and 2013, the Company has accrued interest and penalties related to unrecognized tax benefits of $0.5 million and $0.8 million, respectively. Benefits of $0.4 million, $0.1 million and $0.0 million were recognized as interest and penalties in the consolidated statements of operations for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||
The Company files income tax returns in the U.S. and in various state, local and foreign jurisdictions. The statutes of limitations related to the consolidated Federal income tax return and state returns are closed for all years up to and including 2010 and 2010, respectively. With respect to foreign jurisdictions, the statute of limitations varies from country to country, with the earliest open year for the Company’s major foreign subsidiaries being 2008. | ||||||||||||
Due to the potential for resolution of a foreign examination and the expiration of various statutes of limitations, it is reasonably possible that the Company’s gross unrecognized tax benefit balance may decrease within the next twelve months by approximately $0.2 million. |
Equity
Equity | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Equity | EQUITY | ||||||||||||||||||||
Share Repurchase Program | |||||||||||||||||||||
On December 12, 2012, the Board of Directors authorized a repurchase program covering up to an aggregate of $50.0 million of the Company’s common stock in open market transactions and in accordance with one or more pre-arranged stock trading plans established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. Under the repurchase program, which expired on February 7, 2014, the Company repurchased $15.5 million and $0.4 million shares for the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||||||
2010 Stock Plan | |||||||||||||||||||||
At December 31, 2009, the Company had outstanding stock awards under five stock incentive plans: the Entegris, Inc. 1999 Long-Term Incentive and Stock Option Plan; the Entegris, Inc. Outside Directors’ Option Plan and three former Mykrolis stock option plans assumed by the Company on August 10, 2005; the 2001 Equity Incentive Plan; the 2003 Employment Inducement and Acquisition Stock Option Plan; and the 2001 Non-Employee Director Stock Option Plan. On December 17, 2009, the Company’s Board of Directors approved the 2010 Stock Plan, subject to the approval of the Company’s stockholders. On May 5, 2010, the stockholders approved the 2010 Stock Plan. The 2010 Stock Plan replaced the above existing plans for future stock awards and stock option grants. Subsequent to the replacement of the prior plans on May 5, 2010, no awards were or will be made under the prior plans. | |||||||||||||||||||||
Subsequent to the acquisition of ATMI, the Company's Board of Directors approved the absorption of the ATMI, Inc. 2010 Stock Plan (ATMI Plan) into the Company's 2010 Stock Plan for the remainder of the term of the ATMI Plan. 5.7 million additional shares became available for grant by the Company upon absorption of the ATMI Plan. | |||||||||||||||||||||
The 2010 Stock Plan provides for the issuance of stock options and other share-based awards to selected employees, directors, and other individuals or entities that provide services to the Company or its affiliates. The 2010 Stock Plan has a term of ten years. Under the 2010 Stock Plan, the Board of Directors or a committee selected by the Board of Directors will determine for each award, the term, price, number of shares, rate at which each award is exercisable and whether restrictions are imposed on the shares subject to the awards. The exercise price for option awards generally may not be less than the fair market value per share of the underlying common stock on the date granted. The 2010 Stock Plan allows that after December 31, 2009 any stock awards that were awarded from the expired plans mentioned above that are forfeited, expired or otherwise terminated without issuance of such stock award again be available for issuance under the 2010 Stock Plan. | |||||||||||||||||||||
General Option Information | |||||||||||||||||||||
Stock option activity for the 2010 Stock Plan and predecessor plans for the years ended December 31, 2014, 2013 and 2012 is summarized as follows: | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(Shares in thousands) | Number of | Weighted | Number of | Weighted | Number of | Weighted | |||||||||||||||
shares | average | shares | average | shares | average | ||||||||||||||||
exercise | exercise | exercise | |||||||||||||||||||
price | price | price | |||||||||||||||||||
Options outstanding, beginning of year | 1,961 | $ | 8.2 | 2,565 | $ | 8.2 | 3,561 | $ | 6.53 | ||||||||||||
Granted | 651 | 11.71 | 553 | 9.88 | 470 | 9.27 | |||||||||||||||
Exercised | (546 | ) | 6.56 | (786 | ) | 7.54 | (1,293 | ) | 3.76 | ||||||||||||
Expired or Forfeited | (32 | ) | 14.06 | (371 | ) | 12.1 | (173 | ) | 9.83 | ||||||||||||
Options outstanding, end of year | 2,034 | $ | 9.67 | 1,961 | $ | 8.2 | 2,565 | $ | 8.2 | ||||||||||||
Options exercisable, end of year | 728 | $ | 7.92 | 1,001 | $ | 6.92 | 1,828 | $ | 8.18 | ||||||||||||
Options outstanding for the Company’s stock plans at December 31, 2014 are summarized as follows: | |||||||||||||||||||||
(Shares in thousands) | Options outstanding | Options exercisable | |||||||||||||||||||
Range of exercise prices | Number | Weighted | Weighted- | Number | Weighted | ||||||||||||||||
outstanding | average | average | exercisable | average | |||||||||||||||||
remaining life | exercise | exercise | |||||||||||||||||||
in years | price | ||||||||||||||||||||
price | |||||||||||||||||||||
$0.00 to $9.40 | 842 | 3.0 years | $ | 7.96 | 602 | $ | 7.5 | ||||||||||||||
$9.88 to $9.88 | 541 | 5.1 years | 9.88 | 126 | 9.88 | ||||||||||||||||
$11.71 to $11.71 | 651 | 6.1 years | 11.71 | — | — | ||||||||||||||||
2,034 | 4.6 years | 9.67 | 728 | 7.92 | |||||||||||||||||
The weighted average remaining contractual term for options outstanding and exercisable for all plans at December 31, 2014 was 4.6 years and 3.1 years, respectively. | |||||||||||||||||||||
For all plans, the Company had shares available for future grants of 11.6 million shares, 6.8 million shares, and 7.7 million shares at December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||
For all plans, the total pre-tax intrinsic value of stock options exercised during the years ended December 31, 2014 and 2013 was $3.3 million and $1.8 million, respectively. The aggregate intrinsic value, which represents the total pre-tax intrinsic value based on the Company’s closing stock price of $13.21 at December 31, 2014, which theoretically could have been received by the option holders had all option holders exercised their options as of that date, was $7.2 million and $3.9 million for options outstanding and options exercisable, respectively. | |||||||||||||||||||||
Employee Stock Purchase Plan | |||||||||||||||||||||
The Company maintains the Entegris, Inc. Employee Stock Purchase Plan (ESPP). A total of 4.0 million common shares are reserved for issuance under the ESPP. The ESPP allows employees to elect, at six-month intervals, to contribute up to 10% of their compensation, subject to certain limitations, to purchase shares of common stock at a discount of 15% from the fair market value on the first day or last day of each six-month period. The Company treats the ESPP as a compensatory plan. As of December 31, 2014, 3.8 million shares had been issued under the ESPP. At December 31, 2014, 0.2 million shares remained available for issuance under the ESPP. Employees purchased 0.2 million shares, 0.2 million shares, and 0.3 million shares, at a weighted-average price of $10.57, $8.00, and $7.34 during the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||
The table below sets forth the amount of cash received by the Company from the exercise of stock options and employee contributions to the ESPP during the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||
Exercise of stock options and employee contributions to the ESPP | $ | 3,117 | $ | 7,685 | $ | 7,431 | |||||||||||||||
Restricted Stock Awards | |||||||||||||||||||||
Restricted stock awards are awards of common stock made under the 2010 Stock Plan that are subject to restrictions on transfer and to a risk of forfeiture if the awardee terminates employment with the Company prior to the lapse of the restrictions. The value of such stock is determined using the market price on the grant date. Compensation expense for restricted stock awards is generally recognized using the straight-line single-option method. A summary of the Company’s restricted stock activity for the years ended December 31, 2014, 2013 and 2012 is presented in the following table: | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(Shares in thousands) | Number | Weighted | Number | Weighted | Number | Weighted | |||||||||||||||
of | average | of | average | of | average | ||||||||||||||||
shares | grant date | shares | grant date | shares | grant date | ||||||||||||||||
fair value | fair value | fair value | |||||||||||||||||||
Unvested, beginning of year | 1,570 | $ | 8.98 | 1,802 | $ | 7.02 | 2,298 | $ | 5.49 | ||||||||||||
Granted | 834 | 11.59 | 717 | 9.85 | 744 | 9.21 | |||||||||||||||
Vested | (686 | ) | 8.32 | (871 | ) | 5.67 | (1,132 | ) | 5.42 | ||||||||||||
Forfeited | (105 | ) | 10.14 | (78 | ) | 8.66 | (108 | ) | 6.22 | ||||||||||||
Unvested, end of year | 1,613 | 10.53 | 1,570 | 8.98 | 1,802 | 7.02 | |||||||||||||||
The weighted average remaining contractual term for unvested restricted shares at December 31, 2014 and 2013 was 2.3 years and 2.0 years, respectively. | |||||||||||||||||||||
As of December 31, 2014, the total compensation cost related to unvested stock options and restricted stock awards not yet recognized was $3.7 million and $11.8 million, respectively, and is expected to be recognized over the next 2.6 years on a weighted-average basis. | |||||||||||||||||||||
Valuation and Expense Information | |||||||||||||||||||||
The Company recognizes compensation expense for all share-based payment awards made to employees and directors based on their estimated fair values on the date of grant. Share-based compensation expense is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period.The following table summarizes the allocation of share-based compensation expense related to employee stock options, restricted stock awards and grants under the employee stock purchase plan for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||
Cost of sales | $ | 809 | $ | 690 | $ | 575 | |||||||||||||||
Engineering, research and development expenses | 705 | 502 | 500 | ||||||||||||||||||
Selling, general and administrative expenses | 7,373 | 6,736 | 8,806 | ||||||||||||||||||
Share-based compensation expense | 8,887 | 7,928 | 9,881 | ||||||||||||||||||
Tax benefit | 2,746 | 2,643 | 3,686 | ||||||||||||||||||
Share-based compensation expense, net of tax | $ | 6,141 | $ | 5,285 | $ | 6,195 | |||||||||||||||
Stock Options | |||||||||||||||||||||
Share-based payment awards in the form of stock option awards for 0.7 million, 0.6 million and 0.5 million options were granted to employees during the years ended December 31, 2014, 2013, and 2012. Compensation expense is based on the grant date fair value. The awards vest annually over a three-year or four-year period and have a contractual term of seven years. The Company estimates the fair value of stock options using the Black-Scholes valuation model. Key inputs and assumptions used to estimate the fair value of stock options include the grant price of the award, the expected option term, volatility of the Company’s stock, the risk-free rate and the Company’s dividend yield. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive equity awards, and subsequent events are not indicative of reasonableness of the original estimates of fair value made by the Company. | |||||||||||||||||||||
The fair value of each stock option grant was estimated at the date of grant using a Black-Scholes option pricing model. The following table presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option granted for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||
Employee stock options: | 2014 | 2013 | 2012 | ||||||||||||||||||
Volatility | 43.3 | % | 51.7 | % | 82.4 | % | |||||||||||||||
Risk-free interest rate | 1.1 | % | 0.7 | % | 0.6 | % | |||||||||||||||
Dividend yield | — | % | — | % | — | % | |||||||||||||||
Expected life (years) | 3.8 | 3.6 | 3.8 | ||||||||||||||||||
Weighted average fair value per option | $ | 3.99 | $ | 3.8 | $ | 5.42 | |||||||||||||||
A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury note with a term equal to the expected life of the option granted. Expected life is determined by reference to the Company’s historical experience. The Company determines the dividend yield by dividing the expected annual dividend on the Company’s stock by the option exercise price. | |||||||||||||||||||||
Shareholder Rights Plan On July 27, 2005, the Company’s Board of Directors adopted a shareholder rights plan (the Rights Plan) pursuant to which Entegris declared a dividend on August 8, 2005 to its shareholders of record on that date of one preferred share purchase right (a Right) for each share of Entegris common stock owned on August 8, 2005 and authorized the issuance of Rights in connection with future issuances of Entegris common stock. Each Right entitles the holder to purchase one-hundredth of a share of a series of preferred stock at an exercise price of $50, subject to adjustment as provided in the Rights Plan. The Rights Plan is designed to protect Entegris’ shareholders from attempts by others to acquire Entegris on terms or by using tactics that could deny all shareholders the opportunity to realize the full value of their investment. The Rights are attached to the shares of the Company’s common stock until certain triggering events specified in the Rights Agreement occur, including, unless approved by the Company’s Board of Directors, an acquisition by a person or group of specified levels of beneficial ownership of Entegris common stock or a tender offer for Entegris common stock. Upon the occurrence of any of these triggering events, the Rights authorize the holders to purchase at the then-current exercise price for the Rights, that number of shares of the Company’s common stock having a value equal to twice the exercise price. The Rights are redeemable by the Company for $0.01 and will expire on August 8, 2015. One of the events which will trigger the Rights is the acquisition, or commencement of a tender offer, by a person (an Acquiring Person, as defined in the shareholder rights plan), other than Entegris or any of its subsidiaries or employee benefit plans, of 15% or more of the outstanding shares of the Company’s common stock. An Acquiring Person may not exercise a Right. |
Benefit_Plans
Benefit Plans | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Benefit Plans | BENEFIT PLANS | |||||||||||||
401(k) Plan The Company maintains the Entegris, Inc. 401(k) Savings and Profit Sharing Plan (the 401(k) Plan) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Plan, eligible employees may defer a portion of their pre-tax wages, up to the Internal Revenue Service annual contribution limit. Entegris matches employees’ contributions to a maximum match of 4% of the employee’s eligible wages. The employer matching contribution expense under the Plan was $4.4 million, $3.2 million and $3.0 million in the fiscal years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||
Defined Benefit Plans The employees of the Company’s subsidiaries in Japan, Taiwan and Germany are covered in defined benefit pension plans. The Company uses a December 31 measurement date for its pension plans. | ||||||||||||||
The tables below set forth the Company’s estimated funded status as of December 31, 2014 and 2013: | ||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||
Change in benefit obligation: | ||||||||||||||
Benefit obligation at beginning of year | $ | 9,855 | $ | 12,607 | ||||||||||
Service cost | 64 | 98 | ||||||||||||
Interest cost | 111 | 122 | ||||||||||||
Actuarial loss (gain) | 336 | (158 | ) | |||||||||||
Benefits paid | (922 | ) | (1,072 | ) | ||||||||||
Foreign exchange impact | (962 | ) | (1,742 | ) | ||||||||||
Benefit obligation at end of year | 8,482 | 9,855 | ||||||||||||
Change in plan assets: | ||||||||||||||
Fair value of plan assets at beginning of year | 384 | 382 | ||||||||||||
Return on plan assets | 9 | 5 | ||||||||||||
Employer contributions | 9 | 9 | ||||||||||||
Foreign exchange impact | (22 | ) | (12 | ) | ||||||||||
Fair value of plan assets at end of year | 380 | 384 | ||||||||||||
Funded status: | ||||||||||||||
Plan assets less than benefit obligation - Net amount recognized | $ | (8,102 | ) | $ | (9,471 | ) | ||||||||
Amounts recognized in the consolidated balance sheets consist of: | ||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||
Noncurrent liability | $ | (8,102 | ) | $ | (9,471 | ) | ||||||||
Accumulated other comprehensive loss, net of taxes | 1,007 | 857 | ||||||||||||
Amounts recognized in accumulated other comprehensive loss, net of tax consist of: | ||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||
Net actuarial loss | $ | 1,043 | $ | 811 | ||||||||||
Prior service cost | 227 | 259 | ||||||||||||
Unrecognized transition obligation | (9 | ) | (11 | ) | ||||||||||
Gross amount recognized | 1,261 | 1,059 | ||||||||||||
Deferred income taxes | (254 | ) | (202 | ) | ||||||||||
Net amount recognized | $ | 1,007 | $ | 857 | ||||||||||
Information for pension plans with an accumulated benefit obligation in excess of plan assets: | ||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||
Projected benefit obligation | $ | 8,482 | $ | 9,855 | ||||||||||
Accumulated benefit obligation | 7,180 | 8,651 | ||||||||||||
Fair value of plan assets | 380 | 384 | ||||||||||||
The components of the net periodic benefit cost for the years ended December 31, 2014, 2013 and 2012 were as follows: | ||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||
Pension benefits: | ||||||||||||||
Service cost | $ | 64 | $ | 98 | $ | 89 | ||||||||
Interest cost | 111 | 122 | 163 | |||||||||||
Expected return on plan assets | (8 | ) | (7 | ) | (7 | ) | ||||||||
Amortization of prior service cost | 18 | 19 | 19 | |||||||||||
Amortization of net transition obligation | (1 | ) | (1 | ) | (1 | ) | ||||||||
Amortization of plan loss | 22 | 219 | 20 | |||||||||||
Recognized actuarial net loss | 7 | 8 | 1 | |||||||||||
Acquisition | — | — | — | |||||||||||
Curtailments | — | — | — | |||||||||||
Net periodic pension benefit cost | $ | 213 | $ | 458 | $ | 284 | ||||||||
The estimated amount that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2015 is as follows: | ||||||||||||||
(In thousands) | ||||||||||||||
Transition obligation | $ | (1 | ) | |||||||||||
Prior service cost | 17 | |||||||||||||
Net actuarial loss | 44 | |||||||||||||
$ | 60 | |||||||||||||
Assumptions used in determining the benefit obligation and net periodic benefit cost for the Company’s pension plans for the years ended December 31, 2014, 2013 and 2012 are presented in the following table as weighted-averages: | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Benefit obligations: | ||||||||||||||
Discount rate | 1.13 | % | 1.23 | % | 1.19 | % | ||||||||
Rate of compensation increase | 4.41 | % | 4.1 | % | 4.18 | % | ||||||||
Net periodic benefit cost: | ||||||||||||||
Discount rate | 1.83 | % | 1.41 | % | 1.8 | % | ||||||||
Rate of compensation increase | 3.38 | % | 2.01 | % | 2.84 | % | ||||||||
Expected return on plan assets | 1.35 | % | 0.7 | % | 1.14 | % | ||||||||
The plans’ expected return on assets as shown above is based on management’s expectations of long-term average rates of return to be achieved by the underlying investment portfolios. In establishing this assumption, management considers historical and expected returns for the asset classes in which the plans are invested, as well as current economic and capital market conditions. The discount rate primarily used by the Company is based on market yields at the valuation date on government bonds as well as the estimated maturity of benefit payments. | ||||||||||||||
Plan Assets | ||||||||||||||
At December 31, 2014 and 2013, the Company’s pension plan assets are deposited in Bank of Taiwan in the form of money market funds, where the Bank of Taiwan is the assigned funding vehicle for the statutory retirement benefit. | ||||||||||||||
The fair value measurements of the Company’s pension plan assets at December 31, 2014, by asset category are as follows: | ||||||||||||||
(In thousands) | Quoted prices | Significant | Significant | |||||||||||
in active | observable | unobservable | ||||||||||||
markets for | inputs | inputs | ||||||||||||
identical | ||||||||||||||
assets | ||||||||||||||
Asset category | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Taiwan plan assets (a) | $ | 380 | $ | 380 | — | — | ||||||||
$ | 380 | $ | 380 | — | — | |||||||||
(a) | This category includes investments in the government of Taiwan’s pension fund. The government of Taiwan is responsible for the strategy and allocation of the investment contributions. | |||||||||||||
The fair value measurements of the Company’s pension plan assets at December 31, 2013, by asset category are as follows: | ||||||||||||||
(In thousands) | Quoted prices | Significant | Significant | |||||||||||
in active | observable | unobservable | ||||||||||||
markets for | inputs | inputs | ||||||||||||
identical | ||||||||||||||
assets | ||||||||||||||
Asset category | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Taiwan plan assets (a) | $ | 384 | $ | 384 | — | — | ||||||||
$ | 384 | $ | 384 | — | — | |||||||||
(a) | This category includes investments in the government of Taiwan’s pension fund. The government of Taiwan is responsible for the strategy and allocation of the investment contributions. | |||||||||||||
Cash Flows | ||||||||||||||
The Company expects to make the following contributions and benefit payments: | ||||||||||||||
(In thousands) | Contributions | Payments | ||||||||||||
2015 | $ | 9 | $ | 195 | ||||||||||
2016 | — | 129 | ||||||||||||
2017 | — | 239 | ||||||||||||
2018 | — | 264 | ||||||||||||
2019 | — | 216 | ||||||||||||
Years 2019-2023 | — | 2,297 | ||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Measurements | FAIR VALUE MEASUREMENTS | |||||||||||||||||||||||||||||||
Generally accepted accounting principles establish a fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of the fair value hierarchy are as follows: | ||||||||||||||||||||||||||||||||
Level 1—Quoted prices in active markets accessible at the reporting date for identical assets and liabilities. | ||||||||||||||||||||||||||||||||
Level 2—Quoted prices for similar assets or liabilities in active markets. Quoted prices for identical or similar assets and liabilities in markets that are not considered active or financial instruments for which all significant inputs are observable, either directly or indirectly. | ||||||||||||||||||||||||||||||||
Level 3—Prices or valuations that require inputs that are significant to the valuation and are unobservable. | ||||||||||||||||||||||||||||||||
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. | ||||||||||||||||||||||||||||||||
Financial Assets Measured at Fair Value on a Recurring Basis | ||||||||||||||||||||||||||||||||
The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014 and 2013. | ||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||||||||||||
Commercial paper | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 49,988 | $ | — | $ | 49,988 | ||||||||||||||||
Money market fund deposits | — | — | — | — | 118,090 | — | — | 118,090 | ||||||||||||||||||||||||
Short-term investments | ||||||||||||||||||||||||||||||||
Common stock | 4,601 | — | — | 4,601 | — | — | — | — | ||||||||||||||||||||||||
Total assets measured and recorded at fair value | $ | 4,601 | $ | — | $ | — | $ | 4,601 | $ | 118,090 | $ | 49,988 | $ | — | $ | 168,078 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Foreign exchange forward contracts | $ | — | $ | 1,851 | $ | — | $ | 1,851 | $ | — | $ | 514 | $ | — | $ | 514 | ||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,282 | $ | 1,282 | ||||||||||||||||
Total liabilities measured and recorded at fair value | $ | — | $ | 1,851 | $ | — | $ | 1,851 | $ | — | $ | 514 | $ | 1,282 | $ | 1,796 | ||||||||||||||||
The following table provides information about derivative positions held by the Company as of December 31, 2014 and 2013: | ||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||
(In thousands) | Gross | Gross | Net amount | Gross | Gross | Net amount of | ||||||||||||||||||||||||||
amounts of | amounts | of liabilities | amounts | amounts | liabilities in the | |||||||||||||||||||||||||||
recognized | offset in the | in the | of | offset in the | consolidated | |||||||||||||||||||||||||||
liabilities | consolidated | consolidated | recognized | consolidated | balance sheet | |||||||||||||||||||||||||||
balance | balance | liabilities | balance | |||||||||||||||||||||||||||||
sheet | sheet | sheet | ||||||||||||||||||||||||||||||
Foreign exchange forward contracts | $4,336 | $2,485 | $1,851 | $620 | $106 | $514 | ||||||||||||||||||||||||||
Gains and losses associated with derivatives are recorded in other expense (income), net, in the consolidated statements of operations. Losses associated with derivative instruments not designated as hedging instruments for the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||||||||||||||||||||
Losses on foreign currency forward contracts | $1,456 | $5,726 | ||||||||||||||||||||||||||||||
Items Measured at Fair Value on a Nonrecurring Basis | ||||||||||||||||||||||||||||||||
In the fourth quarter of 2014, the Company recorded a gain of $0.3 million on the sale of an equity investment that was classified within other expense (income), net in the consolidated statements of operations. The carrying value of the investment at the time of the sale was $2.3 million. The Company received cash proceeds of $2.6 million resulting in the aforementioned gain. | ||||||||||||||||||||||||||||||||
In the fourth quarter of 2014, the Company recorded an other-than-temporary impairment of $1.9 million related to an available-for-sale common stock investment classified in short-term investments in the consolidated balance sheet. The fair value of the investment after impairment was $4.6 million at December 31, 2014 and is classified as a Level 1 investment in the fair value hierarchy. The fair value measurement of the common stock investment was based on a quoted market price in an active market. The Company determined that it was an other-than-temporary impairment due to the significant decline in fair value compared to the acquisition cost for an extended period of time and the financial condition of the issuer. |
Earning_Per_Share_EPS
Earning Per Share (EPS) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Earning Per Share (EPS) | EARNINGS PER SHARE (EPS) | ||||||||
Basic EPS is computed by dividing net income attributable to Entegris, Inc. by the weighted average number of shares of common stock outstanding during each period. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share: | |||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||
Basic earnings per share—Weighted common shares outstanding | 139,311 | 138,950 | 137,306 | ||||||
Weighted common shares assumed upon exercise of options and vesting of restricted stock units | 751 | 668 | 1,106 | ||||||
Diluted earnings per share—Weighted common shares outstanding | 140,062 | 139,618 | 138,412 | ||||||
The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the years ended December 31, 2014, 2013 and 2012: | |||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||
Shares excluded from calculations of diluted EPS | 1,183 | 1,248 | 1,431 | ||||||
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Segment Information | SEGMENT INFORMATION | |||||||||||
In 2014 the Company changed its financial segment reporting to reflect management and organizational changes made by the Company. Under the new structure, the manager of two primary segments is accountable for results at the segment profit level and reports directly to the Company’s Chief Executive Officer, who is responsible for evaluating companywide performance and resource allocation decisions between the segments, and is the chief operating decision maker. Accordingly, the Company will report its financial performance based on two reportable segments: Critical Materials Handling (CMH) and Electronic Materials (EM). The Company's two reportable segments are business divisions that provide unique products and services. | ||||||||||||
• | CMH: provides a broad range of products that filter, handle, dispense, and protect critical materials used in the semiconductor manufacturing process and in other high-technology manufacturing. CMH’s products and subsystems include high-purity materials packaging, fluid handling and dispensing systems and liquid filters as well as microenvironment products that protect critical substrates such as wafers during shipping and manufacturing. CMH also provides specialized graphite components and specialty coatings for high-temperature applications. | |||||||||||
• | EM: provides high performance materials, materials packaging and materials delivery systems that enable high yield, cost effective semiconductor manufacturing. EM’s products consist of specialized chemistries and performance materials, gas microcontamination control systems and components, and sub-atmospheric pressure gas delivery systems for the safe and efficient handling of hazardous gases to semiconductor process equipment. | |||||||||||
Inter-segment sales are not significant. Segment profit is defined as net sales less direct segment operating expenses, excluding certain unallocated expenses, consisting mainly of general and administrative costs for the Company’s human resources, finance and information technology functions as well as interest expense, amortization of intangible assets, charges for the fair value write-up of acquired inventory sold, contingent consideration fair value adjustments, income taxes and equity in net income of affiliates. | ||||||||||||
Corporate assets consist primarily of cash and cash equivalents, short-term investments, assets held for sale, investments, deferred tax assets and deferred tax charges. | ||||||||||||
Summarized financial information for the Company’s reportable segments is shown in the following tables. | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Net sales: | ||||||||||||
CMH | $ | 653,964 | $ | 609,826 | $ | 630,929 | ||||||
EM | 308,105 | 83,633 | 84,974 | |||||||||
Total net sales | $ | 962,069 | $ | 693,459 | $ | 715,903 | ||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Segment profit: | ||||||||||||
CMH | $ | 138,379 | $ | 128,910 | $ | 144,758 | ||||||
EM | 90,121 | 20,034 | 21,051 | |||||||||
Total segment profit | $ | 228,500 | $ | 148,944 | $ | 165,809 | ||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Total assets: | ||||||||||||
CMH | $ | 500,575 | $ | 395,291 | $ | 362,672 | ||||||
EM | 804,889 | 46,831 | 41,348 | |||||||||
Corporate | 456,627 | 433,172 | 407,524 | |||||||||
Total assets | $ | 1,762,091 | $ | 875,294 | $ | 811,544 | ||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Depreciation and amortization: | ||||||||||||
CMH | $ | 37,455 | $ | 32,797 | $ | 31,612 | ||||||
EM | 41,671 | 4,238 | 4,358 | |||||||||
Corporate | 4,578 | 1,780 | 1,637 | |||||||||
Total depreciation and amortization | $ | 83,704 | $ | 38,815 | $ | 37,607 | ||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Capital expenditures: | ||||||||||||
CMH | $ | 33,619 | $ | 49,893 | $ | 40,683 | ||||||
EM | 19,450 | 6,842 | 5,579 | |||||||||
Corporate | 4,664 | 3,625 | 3,667 | |||||||||
Total capital expenditures | $ | 57,733 | $ | 60,360 | $ | 49,929 | ||||||
The following table reconciles total segment profit to income before income taxes and equity in net loss (income) of affiliates: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Total segment profit | $ | 228,500 | $ | 148,944 | $ | 165,809 | ||||||
Less: | ||||||||||||
Charge for fair value write-up of acquired inventory sold | 48,586 | — | — | |||||||||
Amortization of intangibles | 37,067 | 9,347 | 9,594 | |||||||||
Contingent consideration fair value adjustment | (1,282 | ) | (1,813 | ) | — | |||||||
Unallocated general and administrative expenses | 122,775 | 47,173 | 56,771 | |||||||||
Operating income | 21,354 | 94,237 | 99,444 | |||||||||
Interest expense | 33,355 | 153 | 271 | |||||||||
Interest income | (1,336 | ) | (317 | ) | (281 | ) | ||||||
Other expense (income), net | 2,727 | (1,794 | ) | (249 | ) | |||||||
(Loss) income before income tax (benefit) expense and equity in net loss (income) of affiliates | $ | (13,392 | ) | $ | 96,195 | $ | 99,703 | |||||
The following table presents amortization of intangibles for each of the Company’s segments for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Amortization of intangibles: | ||||||||||||
CMH | $ | 10,180 | $ | 8,620 | $ | 8,772 | ||||||
EM | 26,887 | 727 | 822 | |||||||||
$ | 37,067 | $ | 9,347 | $ | 9,594 | |||||||
The following table summarizes total net sales, based upon the country to which sales to external customers were made for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Net sales: | ||||||||||||
United States | $ | 239,040 | $ | 201,380 | $ | 218,903 | ||||||
Japan | 121,452 | 101,529 | 131,521 | |||||||||
Germany | 27,867 | 23,240 | 24,437 | |||||||||
Taiwan | 230,824 | 128,194 | 126,732 | |||||||||
Singapore | 46,051 | 30,942 | 25,607 | |||||||||
South Korea | 122,328 | 76,353 | 70,763 | |||||||||
China | 66,186 | 36,299 | 31,499 | |||||||||
Other | 108,321 | 95,522 | 86,441 | |||||||||
$ | 962,069 | $ | 693,459 | $ | 715,903 | |||||||
The following table summarizes property, plant and equipment, net, attributed to significant countries for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Property, plant and equipment: | ||||||||||||
United States | $ | 222,125 | $ | 123,846 | $ | 86,476 | ||||||
Korea | 32,163 | 4,422 | 4,946 | |||||||||
Japan | 22,261 | 24,007 | 27,024 | |||||||||
Malaysia | 20,607 | 23,801 | 28,398 | |||||||||
Other | 16,413 | 10,364 | 10,177 | |||||||||
$ | 313,569 | $ | 186,440 | $ | 157,021 | |||||||
In the year ended December 31, 2014, one individual customer accounted for 13.6% of net sales, which includes sales from both of the Company's segments. In the years ended December 31, 2013 and 2012, no single customer accounted for ten percent or more of net sales. |
Commitments_and_Contingent_Lia
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingent Liabilities | COMMITMENTS AND CONTINGENT LIABILITIES |
The Company is subject to various claims, legal actions, and complaints arising in the ordinary course of business. The Company believes the final outcome of these matters will not have a material adverse effect on its consolidated financial statements. The Company expenses legal costs as incurred. |
Quarterly_InformationUnaudited
Quarterly Information-Unaudited | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Information-Unaudited | QUARTERLY INFORMATION-UNAUDITED | |||||||||||||||
Fiscal quarter ended | ||||||||||||||||
(In thousands, except per share data) | March 29, 2014 | June 28, 2014 | September 27, 2014 | December 31, 2014 | ||||||||||||
Net sales | $ | 165,804 | $ | 251,578 | $ | 273,054 | $ | 271,633 | ||||||||
Gross profit | 71,352 | 88,668 | 98,743 | 117,920 | ||||||||||||
Net income | 14,312 | (14,669 | ) | (1,068 | ) | 9,312 | ||||||||||
Basic income per share | 0.1 | (0.11 | ) | (0.01 | ) | 0.07 | ||||||||||
Diluted income per share | 0.1 | (0.11 | ) | (0.01 | ) | 0.07 | ||||||||||
Fiscal quarter ended | ||||||||||||||||
(In thousands, except per share data) | March 30, 2013 | June 29, 2013 | September 28, 2013 | December 31, 2013 | ||||||||||||
Net sales | $ | 165,070 | $ | 177,544 | $ | 164,585 | $ | 186,260 | ||||||||
Gross profit | 67,128 | 77,570 | 70,132 | 79,384 | ||||||||||||
Net income | 16,397 | 19,781 | 17,807 | 20,541 | ||||||||||||
Basic income per share | 0.12 | 0.14 | 0.13 | 0.15 | ||||||||||||
Diluted income per share | 0.12 | 0.14 | 0.13 | 0.15 | ||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Nature of Operations | Nature of Operations Entegris, Inc. (Entegris or the Company) is a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high-technology industries. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates and Basis of Presentation The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments, estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, Entegris evaluates its estimates, including those related to receivables, inventories, property, plant and equipment, intangible assets, accrued liabilities, income taxes and share-based compensation, among others. Actual results could differ from those estimates. |
Concentrations of Suppliers | Concentrations of Suppliers Certain materials included in the Company’s products are obtained from a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those sole and limited source suppliers, the partial or complete loss of these sources could have at least a temporary adverse effect on the Company’s results of operations. Furthermore, a significant increase in the price of one or more of these components could adversely affect the Company’s results of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash on hand and highly liquid debt securities with original maturities of three months or less, which are valued at cost and approximates fair value. |
Allowance For Doubtful Accounts | Allowance for Doubtful Accounts An allowance for uncollectible trade receivables is estimated based on a combination of write-off history, aging analysis and any specific, known troubled accounts. The Company maintains an allowance for doubtful accounts that management believes is adequate to cover expected losses on trade receivables. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. |
Property, Plant, And Equipment | Property, Plant, and Equipment Property, plant and equipment are carried at cost and are depreciated on the straight-line method over the estimated useful lives of the assets. When assets are retired or disposed of, the cost and related accumulated depreciation are removed from the accounts, and gains or losses are recognized in the same period. Maintenance and repairs are expensed as incurred; with significant additions and improvements are capitalized. Long-lived assets, including property, plant and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of asset(s) may not be recoverable based on estimated future undiscounted cash flows. The amount of impairment, if any, is measured as the difference between the net book value and the estimated fair value of the asset(s). |
Investments | Investments The Company’s nonmarketable investments are accounted for under either the cost or equity method of accounting, as appropriate. All nonmarketable investments are periodically reviewed to determine whether declines, if any, in fair value below cost basis are other-than-temporary. If the decline in fair value is determined to be other-than-temporary, an impairment loss is recorded and the investment is written down to a new cost basis. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash equivalents, accounts receivable, accounts payable, accrued payroll and related benefits, and other accrued liabilities approximates fair value due to the short maturity of those instruments. |
Goodwill and Intangible Assets | Intangible Assets Goodwill represents the excess of acquisition costs over the fair value of the net assets of businesses acquired. Goodwill is not amortized, but instead tested at least annually for impairment. Goodwill is also tested for impairment as changes in circumstances occur indicating that the carrying value may not be recoverable. At August 31, 2014, the Company's annual testing date, it was determined there was no impairment of its goodwill. |
Amortizable intangible assets include, among other items, patented, unpatented and other developed technology and customer-based intangibles, and are amortized using the straight-line method over their respective estimated useful lives of 3 to 15 years. The Company reviews intangible assets, along with other long-lived assets - primarily property, plant and equipment - for impairment if changes in circumstances or the occurrence of events suggest the remaining value may not be recoverable. | |
Derivative Financial Instruments | Derivative Financial Instruments The Company records derivatives as assets or liabilities on the balance sheet and measures such instruments at fair value. Changes in fair value of derivatives are recorded each period in the Company’s consolidated statements of operations. |
The Company periodically enters into forward foreign currency contracts to reduce exposures relating to rate changes in certain foreign currencies. Certain exposures to credit losses related to counterparty nonperformance exist. However, the Company does not anticipate nonperformance by the counterparties since they are large, well-established financial institutions. None of these derivatives is accounted for as a hedge transaction. Accordingly, changes in the fair value of forward foreign currency contracts are recorded as other expense (income), net, in the Company’s consolidated statements of operations. The fair values of the Company’s derivative financial instruments are based on prices quoted by financial institutions for these instruments. | |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of foreign subsidiaries are generally translated from foreign currencies into U.S. dollars at period-end exchange rates, and the resulting gains and losses arising from translation of net assets located outside the U.S. are recorded as a cumulative translation adjustment, a component of accumulated other comprehensive income in the consolidated balance sheets. Income statement amounts are translated at the weighted average exchange rates for the year. Translation adjustments are not adjusted for income taxes, as substantially all translation adjustments relate to permanent investments in non-U.S. subsidiaries. Gains and losses resulting from foreign currency transactions are included in other expense (income), net, in the Company's consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Revenue and the related cost of sales are generally recognized upon shipment of the products. Revenue for product sales is recognized upon delivery, when persuasive evidence of an arrangement exists, when title and risk of loss have been transferred to the customer, collectability is reasonably assured, and pricing is fixed or determinable. Shipping and handling fees related to sales transactions are billed to customers and are recorded as revenue. |
The Company sells its products throughout the world primarily to companies in the microelectronics industry. The Company performs continuing credit evaluations of its customers and generally does not require collateral. Letters of credit may be required from its customers in certain circumstances. The Company provides for estimated returns based on historical and current trends in both sales and product returns. | |
The Company collects various sales and value-added taxes on certain product and service sales that are accounted for on a net basis. | |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs incurred are recorded in cost of sales in the Company's consolidated statements of operations. |
Engineering,Research and Development Expenses | Engineering, Research and Development Expenses Engineering, research and development costs are expensed as incurred. |
Share-Based Compensation | Share-based Compensation The Company measures the cost of employee services received in exchange for the award of equity instruments based on the fair value of the award at the date of grant. The cost is recognized over the period during which an employee is required to provide services in exchange for the award. Compensation expense is based on the grant date fair value. Because share-based compensation expense recognized in the Company's consolidated statements of operations is based on awards ultimately expected to vest, it has been reduced for expected forfeitures, which are estimated at the time of grant with such estimates revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income tax expense in the period that includes the enactment date. |
The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that the Company would not be able to realize all or part of its deferred tax assets. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. | |
The Company’s policy for recording interest and penalties associated with audits and unrecognized tax benefits is to record such items as a component of income before taxes. Penalties and interest to be paid or received are recorded in other expense (income), net, in the statement of operations. | |
Comprehensive (Loss) Income | Comprehensive (Loss) Income Comprehensive income represents the change in equity resulting from items other than shareholder investments and distributions. The Company’s foreign currency translation adjustments, unrealized gains and losses on available-for-sale investments, and minimum pension liability adjustments are included in accumulated other comprehensive income. Comprehensive income and the components of accumulated other comprehensive income are presented in the accompanying consolidated statements of equity and comprehensive (loss) income. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
Accounting Standards Updates issued but not effective for the Company until after December 31, 2014 are not expected to have a material effect on the Company’s consolidated financial statements. |
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Acquisitions [Abstract] | |||||||
Schedule of Acquisition Purchase Price [Table Text Block] | The purchase price of Jetalon consisted of the following: | ||||||
(In thousands): | |||||||
Cash paid at closing | $ | 13,358 | |||||
Contingent consideration obligation | 3,094 | ||||||
Total purchase price | $ | 16,452 | |||||
The purchase price of ATMI consisted of the following: | |||||||
(In thousands): | |||||||
Cash paid to ATMI shareholders | $ | 1,099,033 | |||||
Cash paid in settlement of share-based compensation awards | 31,451 | ||||||
Total purchase price | 1,130,484 | ||||||
Less cash and cash equivalents acquired | 321,094 | ||||||
Total purchase price, net of cash acquired | $ | 809,390 | |||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | 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 Jetalon acquisition: | ||||||
(In thousands): | |||||||
Accounts receivable, inventory and other assets | $ | 944 | |||||
Identifiable intangible assets | 5,634 | ||||||
Current liabilities | (216 | ) | |||||
Net assets acquired | 6,362 | ||||||
Goodwill | 10,090 | ||||||
Total purchase price | $ | 16,452 | |||||
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 ATMI acquisition: | |||||||
(In thousands): | |||||||
Accounts receivable and other current assets | $ | 107,967 | |||||
Inventory | 115,507 | ||||||
Property, plant and equipment | 126,302 | ||||||
Identifiable intangible assets | 297,040 | ||||||
Other noncurrent assets | 13,216 | ||||||
Current liabilities | (60,056 | ) | |||||
Deferred tax liabilities and other noncurrent liabilities | (122,710 | ) | |||||
Net assets acquired | 477,266 | ||||||
Goodwill | 332,124 | ||||||
Total purchase price, net of cash acquired | $ | 809,390 | |||||
Acquisition, Pro Forma Information [Table Text Block] | The following unaudited pro forma financial information presents the combined results of operations of the Company as if the acquisition of ATMI had occurred as of the beginning of the years presented. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. | ||||||
Year ended | |||||||
(In thousands, except per share data) (Unaudited) | 31-Dec-14 | 31-Dec-13 | |||||
Net sales | $ | 1,076,334 | $ | 1,051,175 | |||
Net income | 68,279 | 60,324 | |||||
Per share amounts: | |||||||
Net income per common share - basic | $ | 0.49 | $ | 0.43 | |||
Net income per common share - diluted | 0.49 | 0.43 | |||||
Trade_Accounts_and_Notes_Recei1
Trade Accounts and Notes Receivable (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Trade Accounts and Notes Receivable | Trade accounts and notes receivable from customers at December 31, 2014 and 2013 consist of the following: | |||||||
(In thousands) | 2014 | 2013 | ||||||
Accounts receivable | $ | 151,082 | $ | 94,613 | ||||
Notes receivable | 4,706 | 9,039 | ||||||
155,788 | 103,652 | |||||||
Less allowance for doubtful accounts | 1,827 | 1,779 | ||||||
$ | 153,961 | $ | 101,873 | |||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventories | Inventories at December 31, 2014 and 2013 consist of the following: | |||||||
(In thousands) | 2014 | 2013 | ||||||
Raw materials | $ | 41,015 | $ | 26,012 | ||||
Work-in-process | 14,190 | 10,512 | ||||||
Finished goods (a) | 107,431 | 56,998 | ||||||
Supplies | 489 | 552 | ||||||
$ | 163,125 | $ | 94,074 | |||||
(a) | Includes consignment inventories held by customers for $11.0 million and $5.1 million at December 31, 2014 and 2013, |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Property, Plant and Equipment | Property, plant, and equipment at December 31, 2014 and 2013 consists of the following: | |||||||||||
(In thousands) | 2014 | 2013 | Estimated | |||||||||
useful lives in | ||||||||||||
years | ||||||||||||
Land | $ | 15,064 | $ | 12,866 | ||||||||
Buildings and improvements | 150,450 | 109,105 | May-35 | |||||||||
Manufacturing equipment | 214,509 | 168,197 | 10-May | |||||||||
Canisters and cylinders | 42,154 | — | 12-Mar | |||||||||
Molds | 80,532 | 76,909 | 5-Mar | |||||||||
Office furniture and equipment | 99,624 | 70,158 | 8-Mar | |||||||||
Construction in progress | 27,185 | 33,021 | ||||||||||
629,518 | 470,256 | |||||||||||
Less accumulated depreciation | 315,949 | 283,816 | ||||||||||
$ | 313,569 | $ | 186,440 | |||||||||
Depreciation Expense | The table below sets forth the depreciation expense for the years ended December 31, 2014, 2013, and 2012: | |||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Depreciation expense | $ | 46,637 | $ | 29,468 | $ | 28,013 | ||||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Schedule of Goodwill [Table Text Block] | Goodwill activity for each of the Company's two reportable segments, Critical Materials Handling (CMH) and Electronic Materials (EM), was as follows: | |||||||||||||
(In thousands) | CMH | EM | Total | |||||||||||
31-Dec-12 | $ | 2,209 | $ | — | $ | 2,209 | ||||||||
Addition due to acquisition | 10,090 | — | 10,090 | |||||||||||
Other, including foreign currency translation | (25 | ) | — | (25 | ) | |||||||||
31-Dec-13 | 12,274 | — | 12,274 | |||||||||||
Addition due to acquisition | 35,329 | 296,795 | 332,124 | |||||||||||
Other, including foreign currency translation | (120 | ) | (3,535 | ) | (3,655 | ) | ||||||||
31-Dec-14 | $ | 47,483 | $ | 293,260 | $ | 340,743 | ||||||||
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | ntangible assets at December 31, 2014 and 2013 consist of the following: | |||||||||||||
2014 | ||||||||||||||
(In thousands) | Gross carrying | Accumulated | Net carrying | Weighted | ||||||||||
Amount | amortization | value | average life in | |||||||||||
years | ||||||||||||||
Patents | $ | 1,347 | $ | 779 | $ | 568 | 9.8 | |||||||
Developed technology | 199,402 | 78,785 | 120,617 | 6.6 | ||||||||||
Trademarks and trade names | 17,152 | 8,883 | 8,269 | 9.8 | ||||||||||
Customer relationships | 220,420 | 54,452 | 165,968 | 10.3 | ||||||||||
Other | 16,768 | 3,636 | 13,132 | 6.6 | ||||||||||
$ | 455,089 | $ | 146,535 | $ | 308,554 | 8.5 | ||||||||
2013 | ||||||||||||||
(In thousands) | Gross carrying | Accumulated | Net carrying | Weighted | ||||||||||
amount | amortization | value | average life in | |||||||||||
years | ||||||||||||||
Patents | $ | 1,369 | $ | 649 | $ | 720 | 9.8 | |||||||
Developed technology | 78,686 | 62,257 | 16,429 | 7.4 | ||||||||||
Trademarks and trade names | 13,092 | 7,306 | 5,786 | 12 | ||||||||||
Customer relationships | 57,617 | 39,146 | 18,471 | 11 | ||||||||||
Other | 2,213 | 110 | 2,103 | 13.3 | ||||||||||
$ | 152,977 | $ | 109,468 | $ | 43,509 | 9.3 | ||||||||
Estimated Future Amortization Expense | The amortization expense for each of the five succeeding years and thereafter relating to intangible assets currently recorded in the Company's consolidated balance sheets is estimated to be the following at December 31, 2014: | |||||||||||||
Fiscal year ending December 31 | (In thousands) | |||||||||||||
2015 | $ | 47,835 | ||||||||||||
2016 | 45,401 | |||||||||||||
2017 | 43,977 | |||||||||||||
2018 | 42,725 | |||||||||||||
2019 | 40,472 | |||||||||||||
Thereafter | 88,144 | |||||||||||||
$ | 308,554 | |||||||||||||
Schedule Of Amortization Of Intangibles Table [Text Block] | The table below sets forth the amortization expense for the years ended December 31, 2014, 2013, and 2012: | |||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||
Amortization expense | $ | 37,067 | $ | 9,347 | $ | 9,594 | ||||||||
The following table presents amortization of intangibles for each of the Company’s segments for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||
Amortization of intangibles: | ||||||||||||||
CMH | $ | 10,180 | $ | 8,620 | $ | 8,772 | ||||||||
EM | 26,887 | 727 | 822 | |||||||||||
$ | 37,067 | $ | 9,347 | $ | 9,594 | |||||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Debt [Abstract] | ||||
Schedule of Debt [Table Text Block] | Long-term debt at December 31, 2014 consists of the following: | |||
(In thousands) | 31-Dec-14 | |||
Senior secured term loan facility due 2021 | $ | 406,796 | ||
Senior unsecured notes due 2022 | 360,000 | |||
Total long-term debt | 766,796 | |||
Less current maturities of long-term debt | 100,000 | |||
Long-term debt less current maturities | $ | 666,796 | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | Annual maturities of long-term debt contractually due as of December 31, 2014 are as follows: | |||
Fiscal year ending | (In thousands) | |||
2015 | $ | 26,597 | ||
2016 | — | |||
2017 | — | |||
2018 | — | |||
2019 | — | |||
Thereafter | 740,199 | |||
$ | 766,796 | |||
Lease_Commitments_Tables
Lease Commitments (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Future Minimum Lease Payments | As of December 31, 2014, the Company was obligated under noncancellable operating lease agreements for certain sales offices and manufacturing facilities, manufacturing equipment, vehicles, information technology equipment and warehouse space. Future minimum lease payments for noncancellable operating leases with initial or remaining terms in excess of one year are as follows: | |||
Fiscal year ending December 31 | (In thousands) | |||
2015 | $ | 10,708 | ||
2016 | 6,810 | |||
2017 | 4,596 | |||
2018 | 3,738 | |||
2019 | 948 | |||
Thereafter | 292 | |||
Total minimum lease payments | $ | 27,092 | ||
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Asset Retirement Obligation [Abstract] | ||||
Schedule of Asset Retirement Obligations [Table Text Block] | Changes in the carrying amounts of the Company’s AROs at December 31, 2014 are shown below: | |||
(In thousands) | ||||
Balance at December 31, 2013 | $ | 2,167 | ||
Liabilities assumed in ATMI acquisition | 7,365 | |||
Liabilities settled | (128 | ) | ||
Liabilities incurred | 248 | |||
Accretion expense | 195 | |||
Revision of estimate | 103 | |||
Balance at December 31, 2014 | $ | 9,950 | ||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income (Loss) Before Income Taxes | ncome before income taxes for the years ended December 31, 2014, 2013 and 2012 was derived from the following sources: | |||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Domestic | $ | (118,917 | ) | $ | 29,066 | $ | 49,056 | |||||
Foreign | 105,525 | 67,129 | 50,647 | |||||||||
(Loss) income before income tax (benefit) expense and equity in net loss (income of affiliates | $ | (13,392 | ) | $ | 96,195 | $ | 99,703 | |||||
Components of Income Tax (Benefit) Expense | Income tax (benefit) expense for the years ended December 31, 2014, 2013, and 2012 is summarized as follows: | |||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Current: | ||||||||||||
Federal | $ | 1,574 | $ | 854 | $ | 5,797 | ||||||
State | 111 | 772 | 654 | |||||||||
Foreign | 21,459 | 12,937 | 11,183 | |||||||||
23,144 | 14,563 | 17,634 | ||||||||||
Deferred (net of valuation allowance): | ||||||||||||
Federal | (41,484 | ) | 6,003 | 11,165 | ||||||||
State | (1,545 | ) | (650 | ) | 168 | |||||||
Foreign | (1,687 | ) | 1,753 | 1,914 | ||||||||
(44,716 | ) | 7,106 | 13,247 | |||||||||
Income tax (benefit) expense | $ | (21,572 | ) | $ | 21,669 | $ | 30,881 | |||||
Reconciliation of Income Tax Expense With Expected Amounts Based Upon Statutory Federal Tax Rates | Income tax (benefit) expense differs from the expected amounts based upon the statutory federal tax rates for the years ended December 31, 2014, 2013, and 2012 as follows: | |||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Expected federal income tax at statutory rate | $ | (4,687 | ) | $ | 33,668 | $ | 34,896 | |||||
State income taxes before valuation allowance, net of federal tax effect | (2,115 | ) | (357 | ) | 440 | |||||||
Income (losses) without tax expense (benefit) | (72 | ) | 22 | (40 | ) | |||||||
Effect of foreign source income | (19,996 | ) | (10,583 | ) | (5,314 | ) | ||||||
Tax contingencies | 1,379 | 1,383 | 1,374 | |||||||||
Valuation allowance | 2,106 | 445 | 358 | |||||||||
Non-deductible acquisition costs | 2,176 | — | — | |||||||||
U.S. federal research credit | (2,085 | ) | (3,233 | ) | (790 | ) | ||||||
Other items, net | 1,722 | 324 | (43 | ) | ||||||||
Income tax (benefit) expense | $ | (21,572 | ) | $ | 21,669 | $ | 30,881 | |||||
Deferred Tax Assets And Deferred Tax Liabilities | The significant components of the Company’s deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are as follows: | |||||||||||
(In thousands) | 2014 | 2013 | ||||||||||
Deferred tax assets attributable to: | ||||||||||||
Accounts receivable | $ | 243 | $ | 269 | ||||||||
Inventory | 5,663 | 2,853 | ||||||||||
Accruals not currently deductible for tax purposes | 9,915 | 8,844 | ||||||||||
Net operating loss and credit carryforwards | 12,183 | 3,972 | ||||||||||
Capital loss carryforward | 3,088 | 2,779 | ||||||||||
Depreciation | 10,498 | 1,070 | ||||||||||
Equity compensation | 3,662 | 3,157 | ||||||||||
Asset impairments | 732 | 732 | ||||||||||
Purchased intangible assets | — | 1,439 | ||||||||||
Other, net | 5,549 | 2,976 | ||||||||||
Gross deferred tax assets | 51,533 | 28,091 | ||||||||||
Valuation allowance | (11,104 | ) | (5,435 | ) | ||||||||
Total deferred tax assets | 40,429 | 22,656 | ||||||||||
Deferred tax liabilities attributable to: | ||||||||||||
Depreciation | — | (3,245 | ) | |||||||||
Purchased intangible assets | (77,149 | ) | (601 | ) | ||||||||
Total deferred tax liabilities | (77,149 | ) | (3,846 | ) | ||||||||
Net deferred tax (liabilities) assets | $ | (36,720 | ) | $ | 18,810 | |||||||
Reconciliations of Total Amount of Gross Unrecognized Tax Benefits | Reconciliations of the beginning and ending balances of the total amounts of gross unrecognized tax benefits for the years ended December 31, 2014 and 2013 are as follows: | |||||||||||
(In thousands) | 2014 | 2013 | ||||||||||
Gross unrecognized tax benefits at beginning of year | $ | 4,277 | $ | 5,419 | ||||||||
Increase from acquisition | 2,431 | — | ||||||||||
Increases in tax positions for prior years | — | 28 | ||||||||||
Decreases in tax positions for prior years | (246 | ) | — | |||||||||
Increases in tax positions for current year | 2,409 | 1,879 | ||||||||||
Settlements | (1,385 | ) | (2,298 | ) | ||||||||
Lapse in statute of limitations | (1,502 | ) | (751 | ) | ||||||||
Gross unrecognized tax benefits at end of year | $ | 5,984 | $ | 4,277 | ||||||||
Equity_Tables
Equity (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Summary of Option Activity | Stock option activity for the 2010 Stock Plan and predecessor plans for the years ended December 31, 2014, 2013 and 2012 is summarized as follows: | ||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(Shares in thousands) | Number of | Weighted | Number of | Weighted | Number of | Weighted | |||||||||||||||
shares | average | shares | average | shares | average | ||||||||||||||||
exercise | exercise | exercise | |||||||||||||||||||
price | price | price | |||||||||||||||||||
Options outstanding, beginning of year | 1,961 | $ | 8.2 | 2,565 | $ | 8.2 | 3,561 | $ | 6.53 | ||||||||||||
Granted | 651 | 11.71 | 553 | 9.88 | 470 | 9.27 | |||||||||||||||
Exercised | (546 | ) | 6.56 | (786 | ) | 7.54 | (1,293 | ) | 3.76 | ||||||||||||
Expired or Forfeited | (32 | ) | 14.06 | (371 | ) | 12.1 | (173 | ) | 9.83 | ||||||||||||
Options outstanding, end of year | 2,034 | $ | 9.67 | 1,961 | $ | 8.2 | 2,565 | $ | 8.2 | ||||||||||||
Options exercisable, end of year | 728 | $ | 7.92 | 1,001 | $ | 6.92 | 1,828 | $ | 8.18 | ||||||||||||
Summary of Options Outstanding | Options outstanding for the Company’s stock plans at December 31, 2014 are summarized as follows: | ||||||||||||||||||||
(Shares in thousands) | Options outstanding | Options exercisable | |||||||||||||||||||
Range of exercise prices | Number | Weighted | Weighted- | Number | Weighted | ||||||||||||||||
outstanding | average | average | exercisable | average | |||||||||||||||||
remaining life | exercise | exercise | |||||||||||||||||||
in years | price | ||||||||||||||||||||
price | |||||||||||||||||||||
$0.00 to $9.40 | 842 | 3.0 years | $ | 7.96 | 602 | $ | 7.5 | ||||||||||||||
$9.88 to $9.88 | 541 | 5.1 years | 9.88 | 126 | 9.88 | ||||||||||||||||
$11.71 to $11.71 | 651 | 6.1 years | 11.71 | — | — | ||||||||||||||||
2,034 | 4.6 years | 9.67 | 728 | 7.92 | |||||||||||||||||
Cash Received From Exercise Of Stock Options and Employee Contribution to ESPP | The table below sets forth the amount of cash received by the Company from the exercise of stock options and employee contributions to the ESPP during the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||
Exercise of stock options and employee contributions to the ESPP | $ | 3,117 | $ | 7,685 | $ | 7,431 | |||||||||||||||
Summary of Restricted Stock Activity | Restricted stock awards are awards of common stock made under the 2010 Stock Plan that are subject to restrictions on transfer and to a risk of forfeiture if the awardee terminates employment with the Company prior to the lapse of the restrictions. The value of such stock is determined using the market price on the grant date. Compensation expense for restricted stock awards is generally recognized using the straight-line single-option method. A summary of the Company’s restricted stock activity for the years ended December 31, 2014, 2013 and 2012 is presented in the following table: | ||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
(Shares in thousands) | Number | Weighted | Number | Weighted | Number | Weighted | |||||||||||||||
of | average | of | average | of | average | ||||||||||||||||
shares | grant date | shares | grant date | shares | grant date | ||||||||||||||||
fair value | fair value | fair value | |||||||||||||||||||
Unvested, beginning of year | 1,570 | $ | 8.98 | 1,802 | $ | 7.02 | 2,298 | $ | 5.49 | ||||||||||||
Granted | 834 | 11.59 | 717 | 9.85 | 744 | 9.21 | |||||||||||||||
Vested | (686 | ) | 8.32 | (871 | ) | 5.67 | (1,132 | ) | 5.42 | ||||||||||||
Forfeited | (105 | ) | 10.14 | (78 | ) | 8.66 | (108 | ) | 6.22 | ||||||||||||
Unvested, end of year | 1,613 | 10.53 | 1,570 | 8.98 | 1,802 | 7.02 | |||||||||||||||
Summary of Allocation of Share Based Compensation Expense | The following table summarizes the allocation of share-based compensation expense related to employee stock options, restricted stock awards and grants under the employee stock purchase plan for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||||||||||||||
Cost of sales | $ | 809 | $ | 690 | $ | 575 | |||||||||||||||
Engineering, research and development expenses | 705 | 502 | 500 | ||||||||||||||||||
Selling, general and administrative expenses | 7,373 | 6,736 | 8,806 | ||||||||||||||||||
Share-based compensation expense | 8,887 | 7,928 | 9,881 | ||||||||||||||||||
Tax benefit | 2,746 | 2,643 | 3,686 | ||||||||||||||||||
Share-based compensation expense, net of tax | $ | 6,141 | $ | 5,285 | $ | 6,195 | |||||||||||||||
Weighted Average Assumptions Used In Valuation And Resulting Weighted Average Fair Value Per Option Granted | The fair value of each stock option grant was estimated at the date of grant using a Black-Scholes option pricing model. The following table presents the weighted-average assumptions used in the valuation and the resulting weighted-average fair value per option granted for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||
Employee stock options: | 2014 | 2013 | 2012 | ||||||||||||||||||
Volatility | 43.3 | % | 51.7 | % | 82.4 | % | |||||||||||||||
Risk-free interest rate | 1.1 | % | 0.7 | % | 0.6 | % | |||||||||||||||
Dividend yield | — | % | — | % | — | % | |||||||||||||||
Expected life (years) | 3.8 | 3.6 | 3.8 | ||||||||||||||||||
Weighted average fair value per option | $ | 3.99 | $ | 3.8 | $ | 5.42 | |||||||||||||||
Benefit_Plans_Tables
Benefit Plans (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Estimated Funded Status | The tables below set forth the Company’s estimated funded status as of December 31, 2014 and 2013: | |||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||
Change in benefit obligation: | ||||||||||||||
Benefit obligation at beginning of year | $ | 9,855 | $ | 12,607 | ||||||||||
Service cost | 64 | 98 | ||||||||||||
Interest cost | 111 | 122 | ||||||||||||
Actuarial loss (gain) | 336 | (158 | ) | |||||||||||
Benefits paid | (922 | ) | (1,072 | ) | ||||||||||
Foreign exchange impact | (962 | ) | (1,742 | ) | ||||||||||
Benefit obligation at end of year | 8,482 | 9,855 | ||||||||||||
Change in plan assets: | ||||||||||||||
Fair value of plan assets at beginning of year | 384 | 382 | ||||||||||||
Return on plan assets | 9 | 5 | ||||||||||||
Employer contributions | 9 | 9 | ||||||||||||
Foreign exchange impact | (22 | ) | (12 | ) | ||||||||||
Fair value of plan assets at end of year | 380 | 384 | ||||||||||||
Funded status: | ||||||||||||||
Plan assets less than benefit obligation - Net amount recognized | $ | (8,102 | ) | $ | (9,471 | ) | ||||||||
Amounts Recognized in Consolidated Balance Sheet | Amounts recognized in the consolidated balance sheets consist of: | |||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||
Noncurrent liability | $ | (8,102 | ) | $ | (9,471 | ) | ||||||||
Accumulated other comprehensive loss, net of taxes | 1,007 | 857 | ||||||||||||
Amounts Recognized in Accumulated Other Comprehensive Loss Net of Tax | Amounts recognized in accumulated other comprehensive loss, net of tax consist of: | |||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||
Net actuarial loss | $ | 1,043 | $ | 811 | ||||||||||
Prior service cost | 227 | 259 | ||||||||||||
Unrecognized transition obligation | (9 | ) | (11 | ) | ||||||||||
Gross amount recognized | 1,261 | 1,059 | ||||||||||||
Deferred income taxes | (254 | ) | (202 | ) | ||||||||||
Net amount recognized | $ | 1,007 | $ | 857 | ||||||||||
Pension Plans Accumulated Benefit Obligation in Excess of Plan Assets | Information for pension plans with an accumulated benefit obligation in excess of plan assets: | |||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||
Projected benefit obligation | $ | 8,482 | $ | 9,855 | ||||||||||
Accumulated benefit obligation | 7,180 | 8,651 | ||||||||||||
Fair value of plan assets | 380 | 384 | ||||||||||||
Components of Net Periodic Benefit Cost | The components of the net periodic benefit cost for the years ended December 31, 2014, 2013 and 2012 were as follows: | |||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||||
Pension benefits: | ||||||||||||||
Service cost | $ | 64 | $ | 98 | $ | 89 | ||||||||
Interest cost | 111 | 122 | 163 | |||||||||||
Expected return on plan assets | (8 | ) | (7 | ) | (7 | ) | ||||||||
Amortization of prior service cost | 18 | 19 | 19 | |||||||||||
Amortization of net transition obligation | (1 | ) | (1 | ) | (1 | ) | ||||||||
Amortization of plan loss | 22 | 219 | 20 | |||||||||||
Recognized actuarial net loss | 7 | 8 | 1 | |||||||||||
Acquisition | — | — | — | |||||||||||
Curtailments | — | — | — | |||||||||||
Net periodic pension benefit cost | $ | 213 | $ | 458 | $ | 284 | ||||||||
Estimated Amount Amortized from Accumulated Other Comprehensive Income Into Net Periodic Benefit Cost | The estimated amount that will be amortized from accumulated other comprehensive income into net periodic benefit cost in 2015 is as follows: | |||||||||||||
(In thousands) | ||||||||||||||
Transition obligation | $ | (1 | ) | |||||||||||
Prior service cost | 17 | |||||||||||||
Net actuarial loss | 44 | |||||||||||||
$ | 60 | |||||||||||||
Assumptions Used in Determining Benefit Obligation and Net Periodic Benefit Cost for Pension Plans | Assumptions used in determining the benefit obligation and net periodic benefit cost for the Company’s pension plans for the years ended December 31, 2014, 2013 and 2012 are presented in the following table as weighted-averages: | |||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Benefit obligations: | ||||||||||||||
Discount rate | 1.13 | % | 1.23 | % | 1.19 | % | ||||||||
Rate of compensation increase | 4.41 | % | 4.1 | % | 4.18 | % | ||||||||
Net periodic benefit cost: | ||||||||||||||
Discount rate | 1.83 | % | 1.41 | % | 1.8 | % | ||||||||
Rate of compensation increase | 3.38 | % | 2.01 | % | 2.84 | % | ||||||||
Expected return on plan assets | 1.35 | % | 0.7 | % | 1.14 | % | ||||||||
Fair Value Measurements of Pension Plan Assets | The fair value measurements of the Company’s pension plan assets at December 31, 2014, by asset category are as follows: | |||||||||||||
(In thousands) | Quoted prices | Significant | Significant | |||||||||||
in active | observable | unobservable | ||||||||||||
markets for | inputs | inputs | ||||||||||||
identical | ||||||||||||||
assets | ||||||||||||||
Asset category | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Taiwan plan assets (a) | $ | 380 | $ | 380 | — | — | ||||||||
$ | 380 | $ | 380 | — | — | |||||||||
(a) | This category includes investments in the government of Taiwan’s pension fund. The government of Taiwan is responsible for the strategy and allocation of the investment contributions. | |||||||||||||
The fair value measurements of the Company’s pension plan assets at December 31, 2013, by asset category are as follows: | ||||||||||||||
(In thousands) | Quoted prices | Significant | Significant | |||||||||||
in active | observable | unobservable | ||||||||||||
markets for | inputs | inputs | ||||||||||||
identical | ||||||||||||||
assets | ||||||||||||||
Asset category | Total | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Taiwan plan assets (a) | $ | 384 | $ | 384 | — | — | ||||||||
$ | 384 | $ | 384 | — | — | |||||||||
(a) | This category includes investments in the government of Taiwan’s pension fund. The government of Taiwan is responsible for the strategy and allocation of the investment contributions. | |||||||||||||
Expected Contribution And Benefit Payments | The Company expects to make the following contributions and benefit payments: | |||||||||||||
(In thousands) | Contributions | Payments | ||||||||||||
2015 | $ | 9 | $ | 195 | ||||||||||
2016 | — | 129 | ||||||||||||
2017 | — | 239 | ||||||||||||
2018 | — | 264 | ||||||||||||
2019 | — | 216 | ||||||||||||
Years 2019-2023 | — | 2,297 | ||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Financial Assets Measured At Fair Value On Recurring Basis | The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis at December 31, 2014 and 2013. | |||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||||||||||||
Commercial paper | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 49,988 | $ | — | $ | 49,988 | ||||||||||||||||
Money market fund deposits | — | — | — | — | 118,090 | — | — | 118,090 | ||||||||||||||||||||||||
Short-term investments | ||||||||||||||||||||||||||||||||
Common stock | 4,601 | — | — | 4,601 | — | — | — | — | ||||||||||||||||||||||||
Total assets measured and recorded at fair value | $ | 4,601 | $ | — | $ | — | $ | 4,601 | $ | 118,090 | $ | 49,988 | $ | — | $ | 168,078 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Foreign exchange forward contracts | $ | — | $ | 1,851 | $ | — | $ | 1,851 | $ | — | $ | 514 | $ | — | $ | 514 | ||||||||||||||||
Contingent consideration | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 1,282 | $ | 1,282 | ||||||||||||||||
Total liabilities measured and recorded at fair value | $ | — | $ | 1,851 | $ | — | $ | 1,851 | $ | — | $ | 514 | $ | 1,282 | $ | 1,796 | ||||||||||||||||
Schedule of Derivative Instruments [Table Text Block] | The following table provides information about derivative positions held by the Company as of December 31, 2014 and 2013: | |||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | |||||||||||||||||||||||||||||||
(In thousands) | Gross | Gross | Net amount | Gross | Gross | Net amount of | ||||||||||||||||||||||||||
amounts of | amounts | of liabilities | amounts | amounts | liabilities in the | |||||||||||||||||||||||||||
recognized | offset in the | in the | of | offset in the | consolidated | |||||||||||||||||||||||||||
liabilities | consolidated | consolidated | recognized | consolidated | balance sheet | |||||||||||||||||||||||||||
balance | balance | liabilities | balance | |||||||||||||||||||||||||||||
sheet | sheet | sheet | ||||||||||||||||||||||||||||||
Foreign exchange forward contracts | $4,336 | $2,485 | $1,851 | $620 | $106 | $514 | ||||||||||||||||||||||||||
Derivative Instruments, Gain (Loss) [Table Text Block] | Gains and losses associated with derivatives are recorded in other expense (income), net, in the consolidated statements of operations. Losses associated with derivative instruments not designated as hedging instruments for the years ended December 31, 2014 and 2013 were as follows: | |||||||||||||||||||||||||||||||
(In thousands) | 2014 | 2013 | ||||||||||||||||||||||||||||||
Losses on foreign currency forward contracts | $1,456 | $5,726 |
Earning_Per_Share_EPS_Tables
Earning Per Share (EPS) (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Reconcilation of Share Amount Used in Computaion of Basic and Diluted Earnings Per Share | Basic EPS is computed by dividing net income attributable to Entegris, Inc. by the weighted average number of shares of common stock outstanding during each period. The following table presents a reconciliation of the share amounts used in the computation of basic and diluted earnings per share: | ||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||
Basic earnings per share—Weighted common shares outstanding | 139,311 | 138,950 | 137,306 | ||||||
Weighted common shares assumed upon exercise of options and vesting of restricted stock units | 751 | 668 | 1,106 | ||||||
Diluted earnings per share—Weighted common shares outstanding | 140,062 | 139,618 | 138,412 | ||||||
Shares Excluded Underlying Stock Based Awards from Calculations of Diluted EPS | excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the years ended December 31, 2014, 2013 and 2012: | ||||||||
(In thousands) | 2014 | 2013 | 2012 | ||||||
Shares excluded from calculations of diluted EPS | 1,183 | 1,248 | 1,431 | ||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Summary of Financial Information for Reportable Segments | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Net sales: | ||||||||||||
CMH | $ | 653,964 | $ | 609,826 | $ | 630,929 | ||||||
EM | 308,105 | 83,633 | 84,974 | |||||||||
Total net sales | $ | 962,069 | $ | 693,459 | $ | 715,903 | ||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Segment profit: | ||||||||||||
CMH | $ | 138,379 | $ | 128,910 | $ | 144,758 | ||||||
EM | 90,121 | 20,034 | 21,051 | |||||||||
Total segment profit | $ | 228,500 | $ | 148,944 | $ | 165,809 | ||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Total assets: | ||||||||||||
CMH | $ | 500,575 | $ | 395,291 | $ | 362,672 | ||||||
EM | 804,889 | 46,831 | 41,348 | |||||||||
Corporate | 456,627 | 433,172 | 407,524 | |||||||||
Total assets | $ | 1,762,091 | $ | 875,294 | $ | 811,544 | ||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Depreciation and amortization: | ||||||||||||
CMH | $ | 37,455 | $ | 32,797 | $ | 31,612 | ||||||
EM | 41,671 | 4,238 | 4,358 | |||||||||
Corporate | 4,578 | 1,780 | 1,637 | |||||||||
Total depreciation and amortization | $ | 83,704 | $ | 38,815 | $ | 37,607 | ||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Capital expenditures: | ||||||||||||
CMH | $ | 33,619 | $ | 49,893 | $ | 40,683 | ||||||
EM | 19,450 | 6,842 | 5,579 | |||||||||
Corporate | 4,664 | 3,625 | 3,667 | |||||||||
Total capital expenditures | $ | 57,733 | $ | 60,360 | $ | 49,929 | ||||||
Reconciliation of Total Segment Profit to Operating Income | The following table reconciles total segment profit to income before income taxes and equity in net loss (income) of affiliates: | |||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Total segment profit | $ | 228,500 | $ | 148,944 | $ | 165,809 | ||||||
Less: | ||||||||||||
Charge for fair value write-up of acquired inventory sold | 48,586 | — | — | |||||||||
Amortization of intangibles | 37,067 | 9,347 | 9,594 | |||||||||
Contingent consideration fair value adjustment | (1,282 | ) | (1,813 | ) | — | |||||||
Unallocated general and administrative expenses | 122,775 | 47,173 | 56,771 | |||||||||
Operating income | 21,354 | 94,237 | 99,444 | |||||||||
Interest expense | 33,355 | 153 | 271 | |||||||||
Interest income | (1,336 | ) | (317 | ) | (281 | ) | ||||||
Other expense (income), net | 2,727 | (1,794 | ) | (249 | ) | |||||||
(Loss) income before income tax (benefit) expense and equity in net loss (income) of affiliates | $ | (13,392 | ) | $ | 96,195 | $ | 99,703 | |||||
Amortization of Intangibles | The table below sets forth the amortization expense for the years ended December 31, 2014, 2013, and 2012: | |||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Amortization expense | $ | 37,067 | $ | 9,347 | $ | 9,594 | ||||||
The following table presents amortization of intangibles for each of the Company’s segments for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Amortization of intangibles: | ||||||||||||
CMH | $ | 10,180 | $ | 8,620 | $ | 8,772 | ||||||
EM | 26,887 | 727 | 822 | |||||||||
$ | 37,067 | $ | 9,347 | $ | 9,594 | |||||||
Summary of Total Net Sales to External Customers | The following table summarizes total net sales, based upon the country to which sales to external customers were made for the years ended December 31, 2014, 2013 and 2012: | |||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Net sales: | ||||||||||||
United States | $ | 239,040 | $ | 201,380 | $ | 218,903 | ||||||
Japan | 121,452 | 101,529 | 131,521 | |||||||||
Germany | 27,867 | 23,240 | 24,437 | |||||||||
Taiwan | 230,824 | 128,194 | 126,732 | |||||||||
Singapore | 46,051 | 30,942 | 25,607 | |||||||||
South Korea | 122,328 | 76,353 | 70,763 | |||||||||
China | 66,186 | 36,299 | 31,499 | |||||||||
Other | 108,321 | 95,522 | 86,441 | |||||||||
$ | 962,069 | $ | 693,459 | $ | 715,903 | |||||||
Summary of Property, Plant and Equipment Attributed to Significant Countries | The following table summarizes property, plant and equipment, net, attributed to significant countries for the years ended December 31, 2014, 2013 and 2012: | |||||||||||
(In thousands) | 2014 | 2013 | 2012 | |||||||||
Property, plant and equipment: | ||||||||||||
United States | $ | 222,125 | $ | 123,846 | $ | 86,476 | ||||||
Korea | 32,163 | 4,422 | 4,946 | |||||||||
Japan | 22,261 | 24,007 | 27,024 | |||||||||
Malaysia | 20,607 | 23,801 | 28,398 | |||||||||
Other | 16,413 | 10,364 | 10,177 | |||||||||
$ | 313,569 | $ | 186,440 | $ | 157,021 | |||||||
Quarterly_InformationUnaudited1
Quarterly Information-Unaudited (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quartely Information | ||||||||||||||||
Fiscal quarter ended | ||||||||||||||||
(In thousands, except per share data) | March 29, 2014 | June 28, 2014 | September 27, 2014 | December 31, 2014 | ||||||||||||
Net sales | $ | 165,804 | $ | 251,578 | $ | 273,054 | $ | 271,633 | ||||||||
Gross profit | 71,352 | 88,668 | 98,743 | 117,920 | ||||||||||||
Net income | 14,312 | (14,669 | ) | (1,068 | ) | 9,312 | ||||||||||
Basic income per share | 0.1 | (0.11 | ) | (0.01 | ) | 0.07 | ||||||||||
Diluted income per share | 0.1 | (0.11 | ) | (0.01 | ) | 0.07 | ||||||||||
Fiscal quarter ended | ||||||||||||||||
(In thousands, except per share data) | March 30, 2013 | June 29, 2013 | September 28, 2013 | December 31, 2013 | ||||||||||||
Net sales | $ | 165,070 | $ | 177,544 | $ | 164,585 | $ | 186,260 | ||||||||
Gross profit | 67,128 | 77,570 | 70,132 | 79,384 | ||||||||||||
Net income | 16,397 | 19,781 | 17,807 | 20,541 | ||||||||||||
Basic income per share | 0.12 | 0.14 | 0.13 | 0.15 | ||||||||||||
Diluted income per share | 0.12 | 0.14 | 0.13 | 0.15 | ||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 30, 2014 | |
Significant Accounting Policies [Line Items] | |||
Long-term Debt, Fair Value | $764,000,000 | ||
Long-term Debt | $766,796,000 | $820,000,000 | |
Estimated useful life of amortizable intangible assets | 8 years 6 months | 9 years 4 months | |
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of amortizable intangible assets | 3 years | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life of amortizable intangible assets | 15 years |
Purchase_Price_Details
Purchase Price (Details) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 01, 2013 | Apr. 30, 2014 |
Acquisitions [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $809,390 | $13,358 | $2,961 | ||
Contingent consideration obligation | 0 | 1,282 | |||
Jetalon [Member] | |||||
Acquisitions [Line Items] | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 13,358 | ||||
Contingent consideration obligation | 3,094 | ||||
Total purchase price, net of cash acquired | 16,452 | ||||
ATMI [Member] | |||||
Acquisitions [Line Items] | |||||
Cash paid to ATMI shareholders | 1,099,033 | ||||
Cash paid in settlement of share based compensation awards | 31,451 | ||||
Total purchase price | 1,130,484 | ||||
Less cash and cash equivalents acquired | 321,094 | ||||
Total purchase price, net of cash acquired | $809,390 |
Acquisitions_Purchase_Price_Al
Acquisitions Purchase Price Allocations (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2014 | Apr. 01, 2013 |
In Thousands, unless otherwise specified | |||||
Acquisitions [Line Items] | |||||
Goodwill | $340,743 | $12,274 | $2,209 | ||
ATMI [Member] | |||||
Acquisitions [Line Items] | |||||
Accounts receivable and other current assets | 107,967 | ||||
Inventory | 115,507 | ||||
Property, Plant, and Equipment | 126,302 | ||||
Identifiable intangible assets | 297,040 | ||||
Other Noncurrent Assets | 13,216 | ||||
Current liabilities | -60,056 | ||||
Deferred Tax Liabilities and other Noncurrent liabilities | -122,710 | ||||
Net assets acquired | 477,266 | ||||
Goodwill | 332,124 | ||||
Total purchase price, net of cash acquired | 809,390 | ||||
Jetalon [Member] | |||||
Acquisitions [Line Items] | |||||
Accounts receivable, inventory and other assets | 944 | ||||
Identifiable intangible assets | 5,634 | ||||
Current liabilities | -216 | ||||
Net assets acquired | 6,362 | ||||
Goodwill | 10,090 | ||||
Total purchase price, net of cash acquired | $16,452 |
Proforma_Results_Details
Proforma Results (Details) (ATMI [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
ATMI [Member] | ||
Acquisitions [Line Items] | ||
Business Acquisition, Pro Forma Revenue | $1,076,334 | $1,051,175 |
Business Acquisition, Pro Forma Net Income (Loss) | $68,279 | $60,324 |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $0.49 | $0.43 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $0.49 | $0.43 |
Acquisitions_Details
Acquisitions (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Apr. 30, 2014 | Apr. 01, 2013 | Apr. 02, 2012 | Apr. 01, 2014 | |
Acquisitions [Line Items] | ||||||||
Charge for fair value write-up of acquired inventory sold | $48,586,000 | $0 | $0 | |||||
Goodwill | 340,743,000 | 12,274,000 | 2,209,000 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 809,390,000 | 13,358,000 | 2,961,000 | |||||
Contingent consideration obligation | 0 | 1,282,000 | ||||||
Contingent consideration fair value adjustment | -1,282,000 | -1,813,000 | 0 | |||||
Long-term Debt | 766,796,000 | 820,000,000 | ||||||
ATMI [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Inventory | 115,507,000 | |||||||
Identifiable intangible assets | 297,040,000 | |||||||
Sale of Stock, Price Per Share | $34 | |||||||
Inventory fair value step-up | 48,600,000 | |||||||
Charge for fair value write-up of acquired inventory sold | 48,600,000 | |||||||
Property, Plant, and Equipment | 126,302,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 3 months | |||||||
Goodwill | 332,124,000 | |||||||
Payments to Acquire Businesses, Gross | 1,130,484,000 | |||||||
Direct costs associated with the transaction | 13,300,000 | |||||||
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | 361,000,000 | |||||||
Total purchase price, net of cash acquired | 809,390,000 | |||||||
Pre-combination payment of unvested portion of awards | 21,300,000 | |||||||
Jetalon [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Identifiable intangible assets | 5,634,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||
Goodwill | 10,090,000 | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | 13,358,000 | |||||||
Contingent Consideration Arrangements, Range of Outcomes, Value, High | 14,500,000 | |||||||
Contingent consideration obligation | 3,094,000 | |||||||
Total purchase price, net of cash acquired | 16,452,000 | |||||||
Contingent consideration fair value adjustment | -1,800,000 | |||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Asset | -1,300,000 | |||||||
EPT [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Remeasurement Gain | 1,300,000 | |||||||
Foreign currency transaction gain realized upon acquisition. | 200,000 | |||||||
Goodwill | 2,200,000 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 50.00% | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value | 2,900,000 | |||||||
Equity Method Investment, Ownership Percentage | 50.00% | |||||||
Business Combination, Consideration Transferred | 3,400,000 | |||||||
Customer Relationships | ATMI [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Finite-lived Intangible Assets Acquired | 165,100,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||||
Trademarks and Trade names | ATMI [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Finite-lived Intangible Assets Acquired | 120,800,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | |||||||
Other Intangible Assets | ATMI [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Finite-lived Intangible Assets Acquired | 11,100,000 | |||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years 5 months | |||||||
Noncompete Agreements [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 7 months | |||||||
Noncompete Agreements [Member] | ATMI [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Finite-lived Intangible Assets Acquired | 7,500,000 | |||||||
Senior secured term loan [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Long-term Debt | 406,796,000 | |||||||
Senior secured term loan [Member] | ATMI [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Long-term Debt | 460,000,000 | |||||||
Senior unsecured notes [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Long-term Debt | 360,000,000 | |||||||
Senior unsecured notes [Member] | ATMI [Member] | ||||||||
Acquisitions [Line Items] | ||||||||
Long-term Debt | $360,000,000 |
Trade_Accounts_and_Notes_Recei2
Trade Accounts and Notes Receivable (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $151,082 | $94,613 |
Notes receivable | 4,706 | 9,039 |
Trade accounts and notes receivable, gross | 155,788 | 103,652 |
Less allowance for doubtful accounts | 1,827 | 1,779 |
Trade accounts and notes receivable, net | $153,961 | $101,873 |
Inventories_Detail
Inventories (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Net | ||
Raw materials | $41,015 | $26,012 |
Work-in-process | 14,190 | 10,512 |
Finished goods | 107,431 | 56,998 |
Supplies | 489 | 552 |
Total inventories | $163,125 | $94,074 |
Inventories_Additional_Detail
Inventories Additional (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory Net [Abstract] | ||
Consignment inventories held by customers | $11 | $5.10 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Land | 15,064 | $12,866 | |
Buildings and improvements | 150,450 | 109,105 | |
Manufacturing equipment | 214,509 | 168,197 | |
Canisters and cylinders | 42,154 | 0 | |
Molds | 80,532 | 76,909 | |
Office furniture and equipment | 99,624 | 70,158 | |
Construction in progress | 27,185 | 33,021 | |
Property, plant and equipment, gross | 629,518 | 470,256 | |
Less accumulated depreciation | 315,949 | 283,816 | |
Property, plant and equipment, net | 313,569 | $186,440 | $157,021 |
Minimum | Building and Building Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 5 years | ||
Minimum | Manufacturing Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 5 years | ||
Minimum | Canisters and cylinders | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 3 years | ||
Minimum | Molds | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 3 years | ||
Minimum | Office Furniture and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 3 years | ||
Maximum | Building and Building Improvements | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 35 years | ||
Maximum | Manufacturing Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 10 years | ||
Maximum | Canisters and cylinders | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 12 years | ||
Maximum | Molds | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 5 years | ||
Maximum | Office Furniture and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful lives in years | 8 years |
Depreciation_Expense_Detail
Depreciation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $46,637 | $29,468 | $28,013 |
Intangible_Assets_Goodwill_Det
Intangible Assets Goodwill (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | |||
Goodwill | $340,743,000 | $12,274,000 | $2,209,000 |
Goodwill, Acquired During Period | 332,124,000 | 10,090,000 | |
Goodwill, Translation Adjustments | -3,655,000 | -25,000 | |
Goodwill, Period Increase (Decrease) | 328,500,000 | ||
CMH | |||
Goodwill [Line Items] | |||
Goodwill | 47,483,000 | 12,274,000 | 2,209,000 |
Goodwill, Acquired During Period | 35,329,000 | 10,090,000 | |
Goodwill, Translation Adjustments | -120,000 | -25,000 | |
EM | |||
Goodwill [Line Items] | |||
Goodwill | 293,260,000 | 0 | 0 |
Goodwill, Acquired During Period | 296,795,000 | 0 | |
Goodwill, Translation Adjustments | ($3,535,000) | $0 |
Intangible_Assets_Detail
Intangible Assets (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying Amount | $455,089 | $152,977 |
Accumulated amortization | 146,535 | 109,468 |
Net carrying value | 308,554 | 43,509 |
Weighted average life in years | 8 years 6 months | 9 years 4 months |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying Amount | 1,347 | 1,369 |
Accumulated amortization | 779 | 649 |
Net carrying value | 568 | 720 |
Weighted average life in years | 9 years 10 months | 9 years 10 months |
Developed Technology Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying Amount | 199,402 | 78,686 |
Accumulated amortization | 78,785 | 62,257 |
Net carrying value | 120,617 | 16,429 |
Weighted average life in years | 6 years 7 months | 7 years 5 months |
Trademarks and Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying Amount | 17,152 | 13,092 |
Accumulated amortization | 8,883 | 7,306 |
Net carrying value | 8,269 | 5,786 |
Weighted average life in years | 9 years 10 months | 12 years 0 months |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying Amount | 220,420 | 57,617 |
Accumulated amortization | 54,452 | 39,146 |
Net carrying value | 165,968 | 18,471 |
Weighted average life in years | 10 years 4 months | 11 years 0 months |
Other Intangible Assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying Amount | 16,768 | 2,213 |
Accumulated amortization | 3,636 | 110 |
Net carrying value | $13,132 | $2,103 |
Weighted average life in years | 6 years 7 months | 13 years 4 months |
Amortization_Expense_Detail
Amortization Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $37,067 | $9,347 | $9,594 |
Estimated_Future_Amortization_
Estimated Future Amortization Expense (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
2014 | $47,835 | |
2015 | 45,401 | |
2016 | 43,977 | |
2017 | 42,725 | |
2018 | 40,472 | |
Thereafter | 88,144 | |
Intangible assets, net | $308,554 | $43,509 |
Longterm_debt_schedule_Details
Long-term debt schedule (Details) (USD $) | Dec. 31, 2014 | Apr. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $766,796 | $820,000 | |
Long-term debt, current maturities | 100,000 | 0 | |
Long-term debt, excluding current maturities | 666,796 | 0 | |
Senior secured term loan [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | 406,796 | ||
Senior unsecured notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $360,000 |
Maturity_Schedule_Details
Maturity Schedule (Details) (USD $) | Dec. 31, 2014 | Apr. 30, 2014 |
In Thousands, unless otherwise specified | ||
Debt [Abstract] | ||
2015 | $26,597 | |
2016 | 0 | |
2017 | 0 | |
2018 | 0 | |
2019 | 0 | |
Thereafter | 740,199 | |
Long-term Debt | $766,796 | $820,000 |
Additional_Debt_Details
Additional Debt (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2014 | Apr. 01, 2014 | |
Debt Instrument [Line Items] | |||||
Long-term Debt | $766,796,000 | $820,000,000 | |||
Long-term debt, current maturities | 100,000,000 | 0 | |||
Debt discount | 2,300,000 | ||||
Debt Issuance Cost | 20,700,000 | ||||
Amortization of debt issuance costs | 5,848,000 | 0 | 0 | ||
Debt Instrument, Fee Amount | 3,951,000 | ||||
Senior unsecured notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 360,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||
Debt Instrument, Redemption Price, Percentage | 100.00% | ||||
Minimum redemption price on or after April 1, 2017 | 100.00% | ||||
Maximum redemption price on or after April 1, 2017 | 104.50% | ||||
Redemption price, change of control | 101.00% | ||||
Event of default percentage | 25.00% | ||||
ABL Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayments of Debt | 37,500,000 | ||||
Maximum Borrowing Capacity | 75,000,000 | ||||
Current Borrowing Capacity | 64,600,000 | ||||
Additional borrowing capacity that may be increased by under ABL | 35,000,000 | ||||
Letters of credit maximum borrowing capacity | 35,000,000 | ||||
Swingline loans available | 20,000,000 | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.33% | ||||
Senior secured term loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt | 406,796,000 | ||||
Increased borrowing capacity under certain conditions | 225,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | ||||
Repayments of Debt | 51,150,000 | ||||
Obligated payments to be remitted in 2015 | $26,597,000 | ||||
Prepayment % of annual excess cash flow | 50.00% | ||||
Prepayment % for asset sales and casualty events | 100.00% |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | |
2014 | $10,708 |
2015 | 6,810 |
2016 | 4,596 |
2017 | 3,738 |
2018 | 948 |
Thereafter | 292 |
Total minimum lease payments | $27,092 |
Lease_Commitments_Additional_I
Lease Commitments - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Leased Assets [Line Items] | |||
Total rental expense for all equipment and building operating leases | $13.30 | $9.50 | $9.40 |
Asset_Retirement_Obligations_D
Asset Retirement Obligations (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Asset Retirement Obligation [Abstract] | |
Asset Retirement Obligation Balanace at December 31, 2013 | $2,167 |
Liabilities Assumed in ATMI acquisition | 7,365 |
Liabilities Settled | -128 |
Liabilities Incurred | 248 |
Accretion Expense | 195 |
Revision of Estimate | 103 |
Asset Retirement Obligation at December 31, 2014 | $9,950 |
Loss_Income_Before_Income_Taxe
(Loss) Income Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes [Line Items] | |||
Domestic | ($118,917) | $29,066 | $49,056 |
Foreign | 105,525 | 67,129 | 50,647 |
(Loss) income before income tax (benefit) expense and equity in net loss (income) of affiliates | ($13,392) | $96,195 | $99,703 |
Components_of_Income_Tax_Benef
Components of Income Tax (Benefit) Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Components Of Income Tax Expense Benefit [Line Items] | |||
Current, Federal | $1,574 | $854 | $5,797 |
Current, State | 111 | 772 | 654 |
Current, Foreign | 21,459 | 12,937 | 11,183 |
Current, Total | 23,144 | 14,563 | 17,634 |
Deferred (net of valuation allowance), Federal | -41,484 | 6,003 | 11,165 |
Deferred (net of valuation allowance), State | -1,545 | -650 | 168 |
Deferred (net of valuation allowance), Foreign | -1,687 | 1,753 | 1,914 |
Deferred (net of valuation allowance), Total | -44,716 | 7,106 | 13,247 |
Income tax (benefit) expense | ($21,572) | $21,669 | $30,881 |
Reconciliation_of_Income_Tax_E
Reconciliation of Income Tax Expense With Expected Amounts Based Upon Statutory Federal Tax Rates (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Investments, Owned, Federal Income Tax Note [Line Items] | |||
Expected federal income tax at statutory rate | ($4,687) | $33,668 | $34,896 |
State income taxes before valuation allowance, net of federal tax effect | -2,115 | -357 | 440 |
Income (losses) without tax expense (benefit) | -72 | 22 | -40 |
Effect of foreign source income | -19,996 | -10,583 | -5,314 |
Tax contingencies | 1,379 | 1,383 | 1,374 |
Valuation allowance | 2,106 | 445 | 358 |
Nondeductible acquisition costs | 2,176 | 0 | 0 |
U.S. federal research credit | -2,085 | -3,233 | -790 |
Other items, net | 1,722 | 324 | -43 |
Income tax (benefit) expense | ($21,572) | $21,669 | $30,881 |
Deferred_Tax_Assets_and_Deferr
Deferred Tax Assets and Deferred Tax Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Accounts receivable | $243 | $269 |
Inventory | 5,663 | 2,853 |
Accruals not currently deductible for tax purposes | 9,915 | 8,844 |
Net operating loss and credit carryforwards | 12,183 | 3,972 |
Capital loss carryforward | 3,088 | 2,779 |
Depreciation | 10,498 | 1,070 |
Equity compensation | 3,662 | 3,157 |
Asset impairments | 732 | 732 |
Purchased intangibles assets | 0 | 1,439 |
Other, net | 5,549 | 2,976 |
Gross deferred tax assets | 51,533 | 28,091 |
Valuation allowance | -11,104 | -5,435 |
Total deferred tax assets | 40,429 | 22,656 |
Depreciation | 0 | -3,245 |
Purchased intangible assets | -77,149 | -601 |
Gross deferred tax liabilities | -77,149 | -3,846 |
Total deferred tax liabilities | -36,720 | |
Net deferred tax assets | $18,810 |
Reconciliations_of_Total_Amoun
Reconciliations of Total Amount of Gross Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Unrecognized Tax Benefits [Line Items] | ||
Unrecognized Tax Benefits, Increase Resulting from Acquisition | $2,431 | $0 |
Gross unrecognized tax benefits at beginning of year | 4,277 | 5,419 |
Increases in tax positions for prior years | 0 | 28 |
Decreases in tax positions for prior years | -246 | 0 |
Increases in tax positions for current year | 2,409 | 1,879 |
Settlements | -1,385 | -2,298 |
Lapse in statute of limitations | -1,502 | -751 |
Gross unrecognized tax benefits at end of year | $5,984 | $4,277 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2012 | |
Income Tax [Line Items] | ||||
Deferred Tax Liabilities, Net | ($36,720,000) | |||
Net deferred tax assets | -18,810,000 | |||
Deferred Tax Assets, Valuation Allowance | 11,104,000 | 5,435,000 | ||
Undistributed foreign earnings | 618,000,000 | |||
Withholding taxes to be incurred on distribution of retained earnings | 12,000,000 | |||
Unrecognized tax benefits that would impact effective tax rate | 4,300,000 | |||
Accrued interest and penalties related to unrecognized tax benefits | 500,000 | 800,000 | ||
Interest and penalties recognized in the statement of operations | -400,000 | -100,000 | 0 | |
Gross unrecognized tax benefit decrease within next twelve months | 200,000 | |||
Effective Income Tax Rate Reconciliation, Tax Credit, Foreign, Amount | 2,600,000 | |||
Income to utilize credit carryforward | 31,000,000 | |||
State | ||||
Income Tax [Line Items] | ||||
State operating loss carryforwards | 42,400,000 | |||
Operating loss carryforwards, expiration date | 31-Dec-15 | |||
Year Which Prior Year's Tax Returns Are No Longer Subject to Tax Examination | 31-Dec-10 | |||
Foreign | ||||
Income Tax [Line Items] | ||||
Deferred Tax Liabilities, Net | -1,400,000 | |||
Net deferred tax assets | 8,200,000 | |||
Deferred Tax Assets, Valuation Allowance | 500,000 | |||
Operating loss carryforwards, expiration date | 31-Dec-23 | |||
Foreign tax credit carryforwards | 7,200,000 | |||
Tax credit carryforwards, expiration date | 31-Dec-19 | |||
Foreign operating loss carryforwards | 2,700,000 | |||
Year Which Prior Year's Tax Returns Are No Longer Subject to Tax Examination | 31-Dec-08 | |||
U.S. | ||||
Income Tax [Line Items] | ||||
Deferred Tax Liabilities, Net | -24,800,000 | |||
Net deferred tax assets | 16,000,000 | |||
Deferred Tax Assets, Valuation Allowance | 10,600,000 | 5,400,000 | ||
Year Which Prior Year's Tax Returns Are No Longer Subject to Tax Examination | 31-Dec-10 | |||
Malaysia | ||||
Income Tax [Line Items] | ||||
Income tax expense benefit per diluted share | $0.06 | $0.04 | $0.02 | |
additional effective tax rate benefit | 3,300,000 | |||
Income tax benefit estimate attributable to the tax status of subsidiary | 8,000,000 | 5,400,000 | 2,400,000 | |
Korea Tax Authority [Member] | ||||
Income Tax [Line Items] | ||||
Income tax expense benefit per diluted share | $0 | |||
additional effective tax rate benefit | 200,000 | |||
Income tax benefit estimate attributable to the tax status of subsidiary | 200,000 | |||
Inland Revenue, Singapore (IRAS) [Member] | ||||
Income Tax [Line Items] | ||||
Income tax expense benefit per diluted share | $0 | $0.01 | $0 | |
additional effective tax rate benefit | 3,700,000 | |||
Income tax benefit estimate attributable to the tax status of subsidiary | 500,000 | 1,200,000 | 0 | |
Research Tax Credit Carryforward [Member] | ||||
Income Tax [Line Items] | ||||
Tax Credit Carryforward, Amount | $3,600,000 | |||
Research Tax Credit Carryforward [Member] | U.S. | ||||
Income Tax [Line Items] | ||||
Tax credit carryforwards, expiration date | 31-Dec-33 |
Equity_Additional_Information_
Equity - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 08, 2014 | Dec. 12, 2012 | |
Equity [Line Items] | |||||
Payments for Repurchase of Common Stock | $0 | $15,494,000 | $427,000 | ||
Shares absorbed into plan | 5,700,000 | ||||
Term of plan, in years | 10 years | ||||
Weighted average remaining contractual term option outstanding | 4 years 7 months | ||||
Weighted average remaining contractual term option exercisable | 3 years 1 month | ||||
Shares available for future grants | 11,600,000 | 6,800,000 | 7,700,000 | ||
Total pre-tax intrinsic value of stock options exercised | 3,300,000 | 1,800,000 | |||
Total pre-tax intrinsic value based on the closing stock price | $13.21 | ||||
Intrinsic value of stock options outstanding | 7,200,000 | ||||
Intrinsic value of stock options exercisable | 3,900,000 | ||||
Percentage of employee contribution from compensation | 10.00% | ||||
Weighted average remaining contractual term for unvested restricted shares, in years | 2 years 4 months | 2 years | |||
Compensation cost expected to be recognized (in years) | 2 years 7 months | ||||
Share-based payment awards in the form of stock option awards | 651,000 | 553,000 | 470,000 | ||
Contractual term of stock options (in years) | 7 years | ||||
Minimum | |||||
Equity [Line Items] | |||||
Vesting period, in years | 3 years | ||||
Maximum | |||||
Equity [Line Items] | |||||
Vesting period, in years | 4 years | ||||
Unvested Stock Options | |||||
Equity [Line Items] | |||||
Total compensation cost not yet recognized | 3,700,000 | ||||
Restricted Stock | |||||
Equity [Line Items] | |||||
Total compensation cost not yet recognized | 11,800,000 | ||||
BOD authorized plan | |||||
Equity [Line Items] | |||||
Authorized amount under share repurchase program | $50,000,000 | ||||
Share repurchase plan commencement date | 12-Dec-12 | ||||
Share repurchase plan expiration date | 7-Feb-14 | ||||
Employee Stock Purchase Plan | |||||
Equity [Line Items] | |||||
Shares available for future grants | 200,000 | ||||
Common shares reserved for future issuance under the ESPP | 4,000,000 | ||||
Rate of discount from the fair market value | 15.00% | ||||
Shares issued under the ESPP | 3,800,000 | ||||
Shares purchase by employees | 200,000 | 200,000 | 300,000 | ||
Weighted-average price per share paid by the employees | $10.57 | $8 | $7.34 | ||
Shareholder Rights Plan | |||||
Equity [Line Items] | |||||
Shares entitled to be purchased of a series of preferred stock under each right | one-hundredth | ||||
Exercise price under the shareholder rights plan | $50 | ||||
Redemption of rights | $0.01 | ||||
Percentage of common shares outstanding | 15.00% |
Share_Based_Compensation_Expen
Share Based Compensation Expense Recognized in Statement of Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $8,887 | $7,928 | $9,881 |
Summary_of_Option_Activity_Det
Summary of Option Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Number of shares | |||
Number of shares, Options outstanding, beginning of year | 1,961 | 2,565 | 3,561 |
Number of shares, Granted | 651 | 553 | 470 |
Number of shares, Exercised | -546 | -786 | -1,293 |
Number of shares, Expired or Forfeited | -32 | -371 | -173 |
Number of shares, Options outstanding, end of year | 2,034 | 1,961 | 2,565 |
Number of shares, Options exercisable, end of year | 728 | 1,001 | 1,828 |
Weighted average exercise price | |||
Weighted average exercise price, Options outstanding, beginning of year | $8.20 | $8.20 | $6.53 |
Weighted average exercise price, Granted | $11.71 | $9.88 | $9.27 |
Weighted average exercise price, Exercised | $6.56 | $7.54 | $3.76 |
Weighted average exercise price, Expired or Forfeited | $14.06 | $12.10 | $9.83 |
Weighted average exercise price, Options outstanding, end of year | $9.67 | $8.20 | $8.20 |
Weighted average exercise price, Options exercisable, end of year | $7.92 | $6.92 | $8.18 |
Summary_of_Options_Outstanding
Summary of Options Outstanding (Detail) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of Options outstanding | 2,034 |
Options outstanding, Weighted average remaining life in years | 4 years 7 months |
Options outstanding, Weighted-average exercise price | $9.67 |
Number of Options exercisable | 728 |
Options exercisable, Weighted average exercise price | $7.92 |
Range One | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, minimum | $0 |
Range of exercise prices, maximum | $9.40 |
Number of Options outstanding | 842 |
Options outstanding, Weighted average remaining life in years | 3 years 0 months |
Options outstanding, Weighted-average exercise price | $7.96 |
Number of Options exercisable | 602 |
Options exercisable, Weighted average exercise price | $7.50 |
Range Two | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, minimum | $9.88 |
Range of exercise prices, maximum | $9.88 |
Number of Options outstanding | 541 |
Options outstanding, Weighted average remaining life in years | 5 years 1 month |
Options outstanding, Weighted-average exercise price | $9.88 |
Number of Options exercisable | 126 |
Options exercisable, Weighted average exercise price | $9.88 |
Range Three | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise prices, minimum | $11.71 |
Range of exercise prices, maximum | $11.71 |
Number of Options outstanding | 651 |
Options outstanding, Weighted average remaining life in years | 6 years 1 month |
Options outstanding, Weighted-average exercise price | $11.71 |
Number of Options exercisable | 0 |
Options exercisable, Weighted average exercise price | $0 |
Cash_Received_from_Exercise_of
Cash Received from Exercise of Stock Options and Employee Contribution to ESPP (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Exercise of stock options and employee contributions to the ESPP | $3,117 | $7,685 | $7,431 |
Summary_of_Restricted_Stock_Ac
Summary of Restricted Stock Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Number of shares | |||
Number of shares, Unvested, beginning of year | 1,570 | 1,802 | 2,298 |
Number of shares, Granted | 834 | 717 | 744 |
Number of shares, Vested | -686 | -871 | -1,132 |
Number of shares, Forfeited | -105 | -78 | -108 |
Number of shares, Unvested, end of year | 1,613 | 1,570 | 1,802 |
Weighted average grant date fair value, Unvested | |||
Weighted average grant date fair value, Unvested, beginning of year | $8.98 | $7.02 | $5.49 |
Weighted average grant date fair value, Granted | $11.59 | $9.85 | $9.21 |
Weighted average grant date fair value, Vested | $8.32 | $5.67 | $5.42 |
Weighted average grant date fair value, Forfeited | $10.14 | $8.66 | $6.22 |
Weighted average grant date fair value, Unvested, end of year | $10.53 | $8.98 | $7.02 |
Summary_of_Allocation_of_Share
Summary of Allocation of Share Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $8,887 | $7,928 | $9,881 |
Tax benefit | 2,746 | 2,643 | 3,686 |
Share-based compensation expense, net of tax | 6,141 | 5,285 | 6,195 |
Cost of Sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 809 | 690 | 575 |
Engineering, Research and Development Expense | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | 705 | 502 | 500 |
Selling, General And Administrative Expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Share-based compensation expense | $7,373 | $6,736 | $8,806 |
Weighted_Average_Assumptions_U
Weighted Average Assumptions Used in Valuation and Resulting Weighted Average Fair Value Per Option Granted (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Volatility | 43.30% | 51.70% | 82.40% |
Risk-free interest rate | 1.10% | 0.70% | 0.60% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life | 3 years 9 months | 3 years 7 months | 3 years 9 months |
Weighted average fair value per option | $3.99 | $3.80 | $5.42 |
Benefit_Plans_Additional_Infor
Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 |
Defined Benefit Plan Disclosure [Line Items] | |||
Maximum matching contribution | 4.00% | ||
Employer profit sharing and matching contribution expense | $4.40 | $3.20 | $3 |
Estimated_Funded_Status_Detail
Estimated Funded Status (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit obligation at beginning of year | $9,855 | $12,607 | |
Service cost | 64 | 98 | 89 |
Interest cost | 111 | 122 | 163 |
Actuarial losses (gain) | 336 | -158 | |
Benefits paid | -922 | -1,072 | |
Foreign exchange impact | -962 | -1,742 | |
Benefit obligation at end of year | 8,482 | 9,855 | 12,607 |
Fair value of plan assets at beginning of year | 384 | 382 | |
Return on plan assets | 9 | 5 | |
Employer contributions | 9 | 9 | |
Foreign exchange impact | -22 | -12 | |
Fair value of plan assets at end of year | 380 | 384 | 382 |
Plan assets less than benefit obligation - Net amount recognized | ($8,102) | ($9,471) |
Amounts_Recognized_in_Consolid
Amounts Recognized in Consolidated Balance Sheet (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Noncurrent liability | ($8,102) | ($9,471) |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | $1,007 | $857 |
Amounts_Recognized_in_Accumula
Amounts Recognized in Accumulated Other Comprehensive Loss Net of Tax (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Net actuarial loss | $1,043 | $811 |
Prior service cost | 227 | 259 |
Unrecognized transition obligation | -9 | -11 |
Gross amount recognized | 1,261 | 1,059 |
Deferred income taxes | -254 | -202 |
Net amount recognized | $1,007 | $857 |
Pension_Plans_Accumulated_Bene
Pension Plans Accumulated Benefit Obligation in Excess of Plan Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Projected benefit obligation | $8,482 | $9,855 |
Accumulated benefit obligation | 7,180 | 8,651 |
Fair value of plan assets | $380 | $384 |
Components_of_Net_Periodic_Ben
Components of Net Periodic Benefit Cost (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $64 | $98 | $89 |
Interest cost | 111 | 122 | 163 |
Expected return on plan assets | -8 | -7 | -7 |
Amortization of prior service cost | 18 | 19 | 19 |
Amortization of net transition obligation | -1 | -1 | -1 |
Amortization of plan loss | 22 | 219 | 20 |
Recognized actuarial net loss | 7 | 8 | 1 |
Acquisition | 0 | 0 | 0 |
Curtailments | 0 | 0 | 0 |
Net periodic pension benefit cost | $213 | $458 | $284 |
Estimated_Amount_Amortized_fro
Estimated Amount Amortized from Accumulated Other Comprehensive Income Into Net Periodic Benefit Cost (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |
Transition obligation | ($1) |
Prior service cost | 17 |
Net actuarial loss | 44 |
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year, Total | $60 |
Assumptions_Used_in_Determinin
Assumptions Used in Determining Benefit Obligation and Net Periodic Benefit Cost for Pension Plans (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit obligations, Discount rate | 1.13% | 1.23% | 1.19% |
Benefit obligations, Rate of compensation increase | 4.41% | 4.10% | 4.18% |
Net periodic benefit cost, Discount rate | 1.83% | 1.41% | 1.80% |
Net periodic benefit cost, Rate of compensation increase | 3.38% | 2.01% | 2.84% |
Net periodic benefit cost, Expected return on plan assets | 1.35% | 0.70% | 1.14% |
Fair_Value_Measurements_of_Pen
Fair Value Measurements of Pension Plan Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $380 | $384 | $382 |
Fair Value, Inputs, Level 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $380 | $384 |
Expected_Contribution_and_Bene
Expected Contribution and Benefit Payments (Detail) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |
Contribution in year 2014 | $9 |
Payments in year 2014 | 195 |
Payments in year 2015 | 129 |
Payments in year 2016 | 239 |
Payments in year 2017 | 264 |
Payments in year 2018 | 216 |
Payments in years 2019-2023 | $2,297 |
Financial_Assets_Measured_at_F
Financial Assets Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments Commercial paper | $4,601 | $0 |
Total assets measured and recorded at fair value | 4,601 | 168,078 |
Foreign exchange forward contracts | 1,851 | 514 |
Contingent consideration obligation | 0 | 1,282 |
Total liabilities measured and recorded at fair value | 1,851 | 1,796 |
Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 49,988 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 118,090 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments Commercial paper | 4,601 | 0 |
Total assets measured and recorded at fair value | 4,601 | 118,090 |
Foreign exchange forward contracts | 0 | 0 |
Contingent consideration obligation | 0 | 0 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 1 | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 118,090 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments Commercial paper | 0 | 0 |
Total assets measured and recorded at fair value | 0 | 49,988 |
Foreign exchange forward contracts | 1,851 | 514 |
Contingent consideration obligation | 0 | 0 |
Total liabilities measured and recorded at fair value | 1,851 | 514 |
Fair Value, Inputs, Level 2 | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 49,988 |
Fair Value, Inputs, Level 2 | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Short-term investments Commercial paper | 0 | 0 |
Total assets measured and recorded at fair value | 0 | 0 |
Foreign exchange forward contracts | 0 | 0 |
Contingent consideration obligation | 0 | 1,282 |
Total liabilities measured and recorded at fair value | 0 | 1,282 |
Fair Value, Inputs, Level 3 [Member] | Commercial Paper | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Cash equivalents | $0 | $0 |
Fair_Value_Measurements_Inform
Fair Value Measurements Information about derivative positions (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Gross Derivative Liability | $4,336 | $620 |
Gross Derivative Asset | 2,485 | 106 |
Foreign exchange forward contracts | $1,851 | $514 |
Fair_Value_Measurements_Losses
Fair Value Measurements (Losses) gains on forward currency contracts (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Losses on foreign exchange forward contracts | $1,456 | $5,726 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 11, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||||
Gain on the sale of an equity method investment | $300,000 | |||
Gain on cumulative translation reclassification adjustment associated with the equity method investee | 0 | -787,000 | 0 | |
Cash, fair value received | 2,600,000 | |||
Equity Method Investments | 2,300,000 | |||
Other than Temporary Impairment Losses, Investments | 1,900,000 | |||
Available-for-sale Securities, Equity Securities | $4,600,000 |
Reconciliation_of_Share_Amount
Reconciliation of Share Amount Used in Computation of Basic and Diluted Earnings Per Share (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | |||
Basic earnings (loss) per share-Weighted common shares outstanding | 139,311 | 138,950 | 137,306 |
Weighted common shares assumed upon exercise of options and vesting of restricted stock units | 751 | 668 | 1,106 |
Diluted earnings (loss) per share-Weighted common shares outstanding | 140,062 | 139,618 | 138,412 |
Shares_Excluded_Underlying_Sto
Shares Excluded Underlying Stock Based Awards from Calculations of Diluted EPS (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares excluded from calculations of diluted EPS | 1,183 | 1,248 | 1,431 |
Summary_of_Financial_Informati
Summary of Financial Information for Reportable Segments (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | $271,633 | $273,054 | $251,578 | $165,804 | $186,260 | $164,585 | $177,544 | $165,070 | $962,069 | $693,459 | $715,903 |
Total segment profit | 228,500 | 148,944 | 165,809 | ||||||||
Total assets | 1,762,091 | 875,294 | 1,762,091 | 875,294 | 811,544 | ||||||
Total depreciation and amortization | 83,704 | 38,815 | 37,607 | ||||||||
Total capital expenditures | 57,733 | 60,360 | 49,929 | ||||||||
CMH | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 653,964 | 609,826 | 630,929 | ||||||||
Total segment profit | 138,379 | 128,910 | 144,758 | ||||||||
Total assets | 500,575 | 395,291 | 500,575 | 395,291 | 362,672 | ||||||
Total depreciation and amortization | 37,455 | 32,797 | 31,612 | ||||||||
Total capital expenditures | 33,619 | 49,893 | 40,683 | ||||||||
EM | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 308,105 | 83,633 | 84,974 | ||||||||
Total segment profit | 90,121 | 20,034 | 21,051 | ||||||||
Total assets | 804,889 | 46,831 | 804,889 | 46,831 | 41,348 | ||||||
Total depreciation and amortization | 41,671 | 4,238 | 4,358 | ||||||||
Total capital expenditures | 19,450 | 6,842 | 5,579 | ||||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 456,627 | 433,172 | 456,627 | 433,172 | 407,524 | ||||||
Total depreciation and amortization | 4,578 | 1,780 | 1,637 | ||||||||
Total capital expenditures | $4,664 | $3,625 | $3,667 |
Reconciliation_of_Total_Segmen
Reconciliation of Total Segment Profit to Operating Income (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Total segment profit | $228,500 | $148,944 | $165,809 |
Charge for fair value write-up of acquired inventory sold | 48,586 | 0 | 0 |
Amortization of intangibles | 37,067 | 9,347 | 9,594 |
Contingent consideration fair value adjustment | -1,282 | -1,813 | 0 |
Unallocated general and administrative expenses | 122,775 | 47,173 | 56,771 |
Operating income | 21,354 | 94,237 | 99,444 |
Other expense (income), net | 2,727 | -1,794 | -249 |
(Loss) income before income tax (benefit) expense and equity in net loss (income) of affiliates | -13,392 | 96,195 | 99,703 |
Interest expense | 33,355 | 153 | 271 |
Interest income | $1,336 | $317 | $281 |
Amortization_of_Intangibles_De
Amortization of Intangibles (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||
Amortization of intangibles | $37,067 | $9,347 | $9,594 |
CMH | |||
Segment Reporting Information [Line Items] | |||
Amortization of intangibles | 10,180 | 8,620 | 8,772 |
EM | |||
Segment Reporting Information [Line Items] | |||
Amortization of intangibles | $26,887 | $727 | $822 |
Summary_of_Total_Net_Sales_to_
Summary of Total Net Sales to External Customers (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $271,633 | $273,054 | $251,578 | $165,804 | $186,260 | $164,585 | $177,544 | $165,070 | $962,069 | $693,459 | $715,903 |
UNITED STATES | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 239,040 | 201,380 | 218,903 | ||||||||
JAPAN | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 121,452 | 101,529 | 131,521 | ||||||||
GERMANY | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 27,867 | 23,240 | 24,437 | ||||||||
TAIWAN, PROVINCE OF CHINA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 230,824 | 128,194 | 126,732 | ||||||||
SINGAPORE | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 46,051 | 30,942 | 25,607 | ||||||||
KOREA, REPUBLIC OF | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 122,328 | 76,353 | 70,763 | ||||||||
CHINA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 66,186 | 36,299 | 31,499 | ||||||||
All Other Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $108,321 | $95,522 | $86,441 |
Summary_of_Property_Plant_and_
Summary of Property, Plant and Equipment Attributed to Significant Countries (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment | $313,569 | $186,440 | $157,021 |
UNITED STATES | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment | 222,125 | 123,846 | 86,476 |
KOREA, REPUBLIC OF | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment | 32,163 | 4,422 | 4,946 |
JAPAN | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment | 22,261 | 24,007 | 27,024 |
Malaysia | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment | 20,607 | 23,801 | 28,398 |
All Other Segments | |||
Segment Reporting Information [Line Items] | |||
Property, plant and equipment | $16,413 | $10,364 | $10,177 |
Segment_Information_Additional
Segment Information Additional Segment Detail (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Segment Reporting [Abstract] | |
Concentration Risk, Percentage | 13.60% |
Quarterly_Information_Detail
Quarterly Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 27, 2014 | Jun. 28, 2014 | Mar. 29, 2014 | Dec. 31, 2013 | Sep. 28, 2013 | Jun. 29, 2013 | Mar. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Quarterly Financial Information [Line Items] | |||||||||||
Net sales | $271,633 | $273,054 | $251,578 | $165,804 | $186,260 | $164,585 | $177,544 | $165,070 | $962,069 | $693,459 | $715,903 |
Gross profit | 117,920 | 98,743 | 88,668 | 71,352 | 79,384 | 70,132 | 77,570 | 67,128 | 376,683 | 294,214 | 307,383 |
Net income | $9,312 | ($1,068) | ($14,669) | $14,312 | $20,541 | $17,807 | $19,781 | $16,397 | $7,887 | $74,526 | $68,825 |
Basic income per share attributable to Entegris, Inc. | $0.07 | ($0.01) | ($0.11) | $0.10 | $0.15 | $0.13 | $0.14 | $0.12 | $0.06 | $0.54 | $0.50 |
Diluted income per share attributable to Entegris, Inc. | $0.07 | ($0.01) | ($0.11) | $0.10 | $0.15 | $0.13 | $0.14 | $0.12 | $0.06 | $0.53 | $0.50 |