|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
41-1941551
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
129 Concord Road, Billerica, Massachusetts
|
|
01821
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
ý
|
Accelerated filer
|
|
¨
|
|
|
|
|
||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
|
¨
|
Class
|
|
Outstanding at April 25, 2016
|
Common Stock, $0.01 par value per share
|
|
140,829,976 shares
|
|
Description
|
Page
|
|
|
|
|
|
|
|
|
|
|
PART 1.
|
FINANCIAL INFORMATION
|
(In thousands, except share and per share data)
|
April 2, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
344,403
|
|
|
$
|
349,825
|
|
Short-term investments
|
1,140
|
|
|
2,181
|
|
||
Trade accounts and notes receivable, net of allowance for doubtful accounts of $1,659 and $1,318
|
149,824
|
|
|
141,409
|
|
||
Inventories
|
184,030
|
|
|
173,176
|
|
||
Deferred tax charges and refundable income taxes
|
18,762
|
|
|
18,943
|
|
||
Other current assets
|
21,622
|
|
|
23,253
|
|
||
Total current assets
|
719,781
|
|
|
708,787
|
|
||
Property, plant and equipment, net of accumulated depreciation of $355,805 and $341,840
|
322,729
|
|
|
321,301
|
|
||
Other assets:
|
|
|
|
||||
Goodwill
|
343,286
|
|
|
342,111
|
|
||
Intangible assets, net of accumulated amortization of $205,173 and $193,884
|
251,803
|
|
|
258,942
|
|
||
Deferred tax assets and other noncurrent tax assets
|
8,241
|
|
|
7,771
|
|
||
Other
|
7,990
|
|
|
7,785
|
|
||
Total assets
|
$
|
1,653,830
|
|
|
$
|
1,646,697
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Long-term debt, current maturities
|
$
|
50,000
|
|
|
$
|
50,000
|
|
Accounts payable
|
47,550
|
|
|
36,916
|
|
||
Accrued payroll and related benefits
|
22,068
|
|
|
41,891
|
|
||
Other accrued liabilities
|
30,460
|
|
|
33,968
|
|
||
Income taxes payable
|
11,625
|
|
|
12,775
|
|
||
Total current liabilities
|
161,703
|
|
|
175,550
|
|
||
Long-term debt, excluding current maturities, net of unamortized discount and debt issuance costs of $12,220 and $12,807
|
606,630
|
|
|
606,044
|
|
||
Pension benefit obligations and other liabilities
|
25,633
|
|
|
24,608
|
|
||
Deferred tax liabilities and other noncurrent tax liabilities
|
38,110
|
|
|
37,612
|
|
||
Commitments and contingent liabilities
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of April 2, 2015 and December 31, 2015
|
—
|
|
|
—
|
|
||
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of April 2, 2015 and December 31, 2015: 140,829,976 and 140,716,420
|
1,408
|
|
|
1,407
|
|
||
Additional paid-in capital
|
847,739
|
|
|
848,667
|
|
||
Retained earnings (accumulated loss)
|
13,993
|
|
|
(416
|
)
|
||
Accumulated other comprehensive loss
|
(41,386
|
)
|
|
(46,775
|
)
|
||
Total equity
|
821,754
|
|
|
802,883
|
|
||
Total liabilities and equity
|
$
|
1,653,830
|
|
|
$
|
1,646,697
|
|
|
Three months ended
|
||||||
(In thousands, except per share data)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Net sales
|
$
|
267,024
|
|
|
$
|
263,373
|
|
Cost of sales
|
152,318
|
|
|
146,837
|
|
||
Gross profit
|
114,706
|
|
|
116,536
|
|
||
Selling, general and administrative expenses
|
47,956
|
|
|
50,890
|
|
||
Engineering, research and development expenses
|
25,902
|
|
|
25,800
|
|
||
Amortization of intangible assets
|
11,289
|
|
|
12,307
|
|
||
Operating income
|
29,559
|
|
|
27,539
|
|
||
Interest expense
|
9,218
|
|
|
9,841
|
|
||
Interest income
|
(69
|
)
|
|
(213
|
)
|
||
Other income, net
|
(675
|
)
|
|
(1,733
|
)
|
||
Income before income tax expense and equity in net loss of affiliates
|
21,085
|
|
|
19,644
|
|
||
Income tax expense
|
4,873
|
|
|
4,670
|
|
||
Equity in net loss of affiliates
|
—
|
|
|
102
|
|
||
Net income
|
$
|
16,212
|
|
|
$
|
14,872
|
|
|
|
|
|
||||
Basic net income per common share
|
$
|
0.12
|
|
|
$
|
0.11
|
|
Diluted net income per common share
|
$
|
0.11
|
|
|
$
|
0.11
|
|
Weighted shares outstanding:
|
|
|
|
||||
Basic
|
140,780
|
|
|
139,984
|
|
||
Diluted
|
141,371
|
|
|
140,740
|
|
|
Three months ended
|
||||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Net income
|
$
|
16,212
|
|
|
$
|
14,872
|
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Foreign currency translation adjustments
|
5,600
|
|
|
(9,675
|
)
|
||
Available-for-sale securities, unrealized loss
|
(226
|
)
|
|
—
|
|
||
Pension liability adjustments
|
16
|
|
|
17
|
|
||
Other comprehensive income (loss)
|
5,390
|
|
|
(9,658
|
)
|
||
Comprehensive income
|
$
|
21,602
|
|
|
$
|
5,214
|
|
|
Three months ended
|
||||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
16,212
|
|
|
$
|
14,872
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
13,700
|
|
|
13,319
|
|
||
Amortization
|
11,289
|
|
|
12,307
|
|
||
Share-based compensation expense
|
2,861
|
|
|
2,258
|
|
||
Provision for deferred income taxes
|
(211
|
)
|
|
(2,833
|
)
|
||
Other
|
4,796
|
|
|
2,908
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade accounts and notes receivable
|
(6,799
|
)
|
|
(32,246
|
)
|
||
Inventories
|
(12,998
|
)
|
|
(7,512
|
)
|
||
Accounts payable and accrued liabilities
|
(9,510
|
)
|
|
(5,962
|
)
|
||
Other current assets
|
1,796
|
|
|
3,100
|
|
||
Income taxes payable and refundable income taxes
|
(726
|
)
|
|
3,241
|
|
||
Other
|
(3,071
|
)
|
|
(3,584
|
)
|
||
Net cash provided by (used in) operating activities
|
17,339
|
|
|
(132
|
)
|
||
Investing activities:
|
|
|
|
||||
Acquisition of property, plant and equipment
|
(17,819
|
)
|
|
(20,488
|
)
|
||
Proceeds from sale and maturities of short-term investments
|
932
|
|
|
741
|
|
||
Other
|
(3,427
|
)
|
|
319
|
|
||
Net cash used in investing activities
|
(20,314
|
)
|
|
(19,428
|
)
|
||
Financing activities:
|
|
|
|
||||
Payments of long-term debt
|
—
|
|
|
(25,000
|
)
|
||
Issuance of common stock
|
—
|
|
|
520
|
|
||
Repurchase and retirement of common stock
|
(3,573
|
)
|
|
—
|
|
||
Taxes paid related to net share settlement of equity awards
|
(2,067
|
)
|
|
(2,053
|
)
|
||
Other
|
49
|
|
|
135
|
|
||
Net cash used in financing activities
|
(5,591
|
)
|
|
(26,398
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
3,144
|
|
|
(2,354
|
)
|
||
Decrease in cash and cash equivalents
|
(5,422
|
)
|
|
(48,312
|
)
|
||
Cash and cash equivalents at beginning of period
|
349,825
|
|
|
389,699
|
|
||
Cash and cash equivalents at end of period
|
$
|
344,403
|
|
|
$
|
341,387
|
|
(In thousands)
|
April 2, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
$
|
54,634
|
|
|
$
|
51,063
|
|
Work-in process
|
16,061
|
|
|
11,644
|
|
||
Finished goods
|
113,335
|
|
|
110,469
|
|
||
Total inventories
|
$
|
184,030
|
|
|
$
|
173,176
|
|
(In thousands)
|
CMH
|
|
EM
|
|
Total
|
||||||
December 31, 2015
|
$
|
47,411
|
|
|
$
|
294,700
|
|
|
$
|
342,111
|
|
Foreign currency translation
|
—
|
|
|
1,175
|
|
|
1,175
|
|
|||
April 2, 2016
|
$
|
47,411
|
|
|
$
|
295,875
|
|
|
$
|
343,286
|
|
April 2, 2016
|
|||||||||||
(In thousands)
|
Gross carrying
Amount
|
|
Accumulated
amortization
|
|
Net carrying
value
|
||||||
Developed technology
|
$
|
200,720
|
|
|
$
|
108,708
|
|
|
$
|
92,012
|
|
Trademarks and trade names
|
127,191
|
|
|
32,509
|
|
|
94,682
|
|
|||
Customer relationships
|
108,798
|
|
|
56,421
|
|
|
52,377
|
|
|||
Other
|
20,267
|
|
|
7,535
|
|
|
12,732
|
|
|||
|
$
|
456,976
|
|
|
$
|
205,173
|
|
|
$
|
251,803
|
|
December 31, 2015
|
|||||||||||
(In thousands)
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Net carrying
value
|
||||||
Developed technology
|
$
|
200,692
|
|
|
$
|
102,883
|
|
|
$
|
97,809
|
|
Trademarks and trade names
|
17,085
|
|
|
10,905
|
|
|
6,180
|
|
|||
Customer relationships
|
218,283
|
|
|
72,948
|
|
|
145,335
|
|
|||
Other
|
16,766
|
|
|
7,148
|
|
|
9,618
|
|
|||
|
$
|
452,826
|
|
|
$
|
193,884
|
|
|
$
|
258,942
|
|
|
|
||
Fiscal year ending December 31
|
(In thousands)
|
||
2016
|
$
|
33,390
|
|
2017
|
43,936
|
|
|
2018
|
40,805
|
|
|
2019
|
38,565
|
|
|
2020
|
23,790
|
|
|
Thereafter
|
71,317
|
|
|
|
$
|
251,803
|
|
|
Three months ended
|
||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||
Basic—weighted common shares outstanding
|
140,780
|
|
|
139,984
|
|
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock
|
591
|
|
|
756
|
|
Diluted—weighted common shares and common shares equivalent outstanding
|
141,371
|
|
|
140,740
|
|
|
Three months ended
|
||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||
Shares excluded from calculations of diluted EPS
|
1,305
|
|
|
1,416
|
|
|
April 2, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
(In thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Common stock
|
$
|
1,140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,140
|
|
|
$
|
2,181
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,181
|
|
Other current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency contracts
(a)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,463
|
|
|
$
|
—
|
|
|
$
|
2,463
|
|
Total assets measured and recorded at fair value
|
$
|
1,140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,140
|
|
|
$
|
2,181
|
|
|
$
|
2,463
|
|
|
$
|
—
|
|
|
$
|
4,644
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Other accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency contracts
(a)
|
$
|
—
|
|
|
$
|
2,650
|
|
|
$
|
—
|
|
|
$
|
2,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities measured and recorded at fair value
|
$
|
—
|
|
|
$
|
2,650
|
|
|
$
|
—
|
|
|
$
|
2,650
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(a)
|
Based on observable market transactions of spot currency rates and forward currency rates on equivalently-termed instruments.
|
|
April 2, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In thousands)
|
Gross
amounts of recognized liabilities |
|
Gross
amounts offset in the condensed consolidated balance sheet |
|
Net amount of
liabilities in the condensed consolidated balance sheet |
|
Gross
amounts
of
recognized
assets
|
|
Gross
amounts
offset in the
condensed
consolidated
balance
sheet
|
|
Net amount of
assets in the
condensed
consolidated
balance sheet
|
||||||||||||
Foreign currency contracts
|
$
|
2,650
|
|
|
$
|
—
|
|
|
$
|
2,650
|
|
|
$
|
2,958
|
|
|
$
|
495
|
|
|
$
|
2,463
|
|
|
Three months ended
|
||||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Losses on foreign currency contracts
|
$
|
(2,650
|
)
|
|
$
|
(2,713
|
)
|
•
|
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.
|
|
Three months ended
|
||||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Net sales
|
|
|
|
||||
CMH
|
$
|
166,229
|
|
|
$
|
167,468
|
|
EM
|
100,795
|
|
|
95,905
|
|
||
Total net sales
|
$
|
267,024
|
|
|
$
|
263,373
|
|
|
Three months ended
|
||||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Segment profit
|
|
|
|
||||
CMH
|
$
|
37,892
|
|
|
$
|
41,341
|
|
EM
|
21,575
|
|
|
20,222
|
|
||
Total segment profit
|
$
|
59,467
|
|
|
$
|
61,563
|
|
|
Three months ended
|
||||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Total segment profit
|
$
|
59,467
|
|
|
$
|
61,563
|
|
Less:
|
|
|
|
||||
Amortization of intangible assets
|
11,289
|
|
|
12,307
|
|
||
Unallocated general and administrative expenses
|
18,619
|
|
|
21,717
|
|
||
Operating income
|
29,559
|
|
|
27,539
|
|
||
Interest expense
|
9,218
|
|
|
9,841
|
|
||
Interest income
|
(69
|
)
|
|
(213
|
)
|
||
Other income, net
|
(675
|
)
|
|
(1,733
|
)
|
||
Income before income tax expense and equity in net loss of affiliates
|
$
|
21,085
|
|
|
$
|
19,644
|
|
•
|
Level of sales
Since a significant portion of the Company’s product costs (except for raw materials, purchased components and direct labor) are largely fixed in the short-to-medium term, an increase or decrease in sales affects gross profits and overall profitability significantly. Also, increases or decreases in sales and operating profitability
|
•
|
Variable margin on sales
The Company’s variable margin on sales is determined by selling prices and the costs of manufacturing and raw materials. This is affected by a number of factors, which include the Company’s sales mix, purchase prices of raw material (especially polymers, membranes, stainless steel and purchased components), competition, both domestic and international, direct labor costs, and the efficiency of the Company’s production operations, among others.
|
•
|
Fixed cost structure
. The Company’s operations include a number of large fixed or semi-fixed cost components, which include salaries, indirect labor and benefits, facility costs, lease expense, and depreciation and amortization. It is not possible to vary these costs easily in the short-term as volumes fluctuate. Accordingly, increases or decreases in sales volume can have a large effect on the usage and productivity of these cost components, resulting in a large impact on the Company’s profitability.
|
|
Three months ended
|
|||||||||||||||||||
(Dollars in thousands)
|
April 2, 2016
|
|
March 28, 2015
|
|
December 31, 2015
|
|||||||||||||||
Net sales
|
$
|
267,024
|
|
|
100.0
|
%
|
|
$
|
263,373
|
|
|
100.0
|
%
|
|
$
|
266,786
|
|
|
100.0
|
%
|
Cost of sales
|
152,318
|
|
|
57.0
|
|
|
146,837
|
|
|
55.8
|
|
|
157,488
|
|
|
59.0
|
|
|||
Gross profit
|
114,706
|
|
|
43.0
|
|
|
116,536
|
|
|
44.2
|
|
|
109,298
|
|
|
41.0
|
|
|||
Selling, general and administrative expenses
|
47,956
|
|
|
18.0
|
|
|
50,890
|
|
|
19.3
|
|
|
51,024
|
|
|
19.1
|
|
|||
Engineering, research and development expenses
|
25,902
|
|
|
9.7
|
|
|
25,800
|
|
|
9.8
|
|
|
26,717
|
|
|
10.0
|
|
|||
Amortization of intangible assets
|
11,289
|
|
|
4.2
|
|
|
12,307
|
|
|
4.7
|
|
|
11,441
|
|
|
4.3
|
|
|||
Operating income
|
29,559
|
|
|
11.1
|
|
|
27,539
|
|
|
10.5
|
|
|
20,116
|
|
|
7.5
|
|
|||
Interest expense
|
9,218
|
|
|
3.5
|
|
|
9,841
|
|
|
3.7
|
|
|
9,783
|
|
|
3.7
|
|
|||
Interest income
|
(69
|
)
|
|
—
|
|
|
(213
|
)
|
|
(0.1
|
)
|
|
(89
|
)
|
|
—
|
|
|||
Other income, net
|
(675
|
)
|
|
(0.3
|
)
|
|
(1,733
|
)
|
|
(0.7
|
)
|
|
(3,889
|
)
|
|
(1.5
|
)
|
|||
Income before income taxes and equity in loss of affiliates
|
21,085
|
|
|
7.9
|
|
|
19,644
|
|
|
7.5
|
|
|
14,311
|
|
|
5.4
|
|
|||
Income tax expense (benefit)
|
4,873
|
|
|
1.8
|
|
|
4,670
|
|
|
1.8
|
|
|
(4,731
|
)
|
|
(1.8
|
)
|
|||
Equity in net loss of affiliates
|
—
|
|
|
—
|
|
|
102
|
|
|
—
|
|
|
1,469
|
|
|
0.6
|
|
|||
Net income
|
$
|
16,212
|
|
|
6.1
|
%
|
|
$
|
14,872
|
|
|
5.6
|
%
|
|
$
|
17,573
|
|
|
6.6
|
%
|
|
Three months ended
|
||||||||
(In thousands)
|
April 2, 2016
|
March 28, 2015
|
December 31, 2015
|
||||||
Critical Materials Handling
|
|
|
|
||||||
Net sales
|
$
|
166,229
|
|
$
|
167,468
|
|
$
|
163,567
|
|
Segment profit
|
37,892
|
|
41,341
|
|
33,030
|
|
|||
Electronic Materials
|
|
|
|
||||||
Net sales
|
$
|
100,795
|
|
$
|
95,905
|
|
$
|
103,219
|
|
Segment profit
|
21,575
|
|
20,222
|
|
21,953
|
|
|
Three months ended
|
||||||
(In thousands)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Net sales
|
$
|
267,024
|
|
|
$
|
263,373
|
|
Net income
|
$
|
16,212
|
|
|
$
|
14,872
|
|
Adjustments to net income
|
|
|
|
||||
Equity in net loss of affiliates
|
—
|
|
|
102
|
|
||
Income tax expense
|
4,873
|
|
|
4,670
|
|
||
Interest expense
|
9,218
|
|
|
9,841
|
|
||
Interest income
|
(69
|
)
|
|
(213
|
)
|
||
Other income, net
|
(675
|
)
|
|
(1,733
|
)
|
||
GAAP – Operating income
|
29,559
|
|
|
27,539
|
|
||
Integration costs
|
—
|
|
|
2,612
|
|
||
Amortization of intangible assets
|
11,289
|
|
|
12,307
|
|
||
Adjusted operating income
|
40,848
|
|
|
42,458
|
|
||
Depreciation
|
13,700
|
|
|
13,319
|
|
||
Adjusted EBITDA
|
$
|
54,548
|
|
|
$
|
55,777
|
|
|
|
|
|
||||
Adjusted operating income – as a % of net sales
|
15.3
|
%
|
|
16.1
|
%
|
||
Adjusted EBITDA – as a % of net sales
|
20.4
|
%
|
|
21.2
|
%
|
|
Three months ended
|
||||||
(In thousands, except per share data)
|
April 2, 2016
|
|
March 28, 2015
|
||||
Net income
|
$
|
16,212
|
|
|
$
|
14,872
|
|
Adjustments to net income
|
|
|
|
||||
Integration costs
|
—
|
|
|
2,612
|
|
||
(Gain) loss on impairment and sale of equity investment
|
(118
|
)
|
|
673
|
|
||
Amortization of intangible assets
|
11,289
|
|
|
12,307
|
|
||
Tax effect of adjustments to net income
|
(3,766
|
)
|
|
(5,018
|
)
|
||
Non-GAAP net income
|
$
|
23,617
|
|
|
$
|
25,446
|
|
|
|
|
|
||||
Diluted earnings per common share
|
$
|
0.11
|
|
|
$
|
0.11
|
|
Effect of adjustments to net income
|
0.05
|
|
|
0.08
|
|
||
Diluted non-GAAP earnings per common share
|
$
|
0.17
|
|
|
$
|
0.18
|
|
Period
|
(a)
Total Number of Shares Purchased(1)
|
(b)
Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
|
January 1 - 31
|
—
|
—
|
—
|
$100,000,000
|
February 1 - 29
|
292,699
|
$12.21
|
292,699
|
$96,427,279
|
March 1 - April 2
|
—
|
—
|
—
|
$96,427,279
|
Total
|
292,699
|
$12.21
|
292,699
|
$96,427,279
|
10.1
|
|
Executive Separation Letter Agreement, dated as of February 3, 2016 by and between Entegris, Inc. and Peter W. Walcott
|
10.2
|
|
Amendment No. 1, dated as of February 23, 2016, to the Severance Protection Agreement by and between Entegris, Inc, and Gregory B. Graves
|
10.3
|
|
Second Amendment to Lease, dated as of March 8, 2016, by and between Entegris, Inc. and KBS Rivertech, LLC (Incorporated by reference to the Registrant's Report on Form 8-K dated March 11, 2016 (File No. 001-32598)
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a).
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
ENTEGRIS, INC.
|
|
|
|
Date: April 28, 2016
|
|
/s/ Gregory B. Graves
|
|
|
Gregory B. Graves
|
|
|
Executive Vice President and Chief Financial
|
|
|
Officer (on behalf of the registrant and as
|
|
|
principal financial officer)
|
10.1
|
|
Executive Separation Letter Agreement, dated as of February 3, 2016 by and between Entegris, Inc. and Peter W. Walcott
|
10.2
|
|
Amendment No. 1, dated as of February 23, 2016, to the Severance Protection Agreement by and between Entegris, Inc, and Gregory B. Graves
|
10.3
|
|
Second Amendment to Lease, dated as of March 8, 2016, by and between Entegris, Inc. and KBS Rivertech, LLC (Incorporated by reference to the Registrant's Report on Form 8-K dated March 11, 2016 (File No. 001-32598)
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Exchange Act Rule 13a-14(a).
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a).
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(a)
|
The Company will continue to pay you: (A) your base salary in effect on the above date of this letter; and (B) reimbursement for any necessary business expenses properly incurred by you after the date of this letter through the Separation Date in connection with your continuing to perform the responsibilities referred to in paragraph 1 above.
|
(b)
|
The Company will provide severance pay for a period of twenty-four (24) months following the Separation Date (the “Severance Pay Period”) at your current base salary at a rate of Three Hundred Fourteen Thousand and No/100 Dollars ($314,000) per year. Payments of separation pay hereunder will be made in the form of salary continuation and will begin on the next regular Company payday following the Separation Date,
|
(c)
|
If you are enrolled in the Company's medical and dental plans, subject to receipt of any required consent by any health maintenance organization, health insurance provider or dental insurance provider with which you are enrolled, the Company will continue to pay the premium for benefit coverage on the same basis as you are enrolled on the date hereof through the
earlier
of
(i)
the expiration of twenty-four (24) months following the Separation Date; or
(ii)
the date you become eligible for coverage under the health plan of another employer;
(iii)
loss of coverage due to your separation and failure of the applicable health maintenance organization, health insurance provider or dental insurance provider to consent to continued coverage. Upon termination of medical and dental benefits pursuant to clause (i) or (ii) above you may, at your own expense, elect to continue your participation and that of your eligible dependents in those plans for a period of time under the federal law known as "COBRA." In the event that any required consent by any health maintenance organization, health insurance provider or dental insurance provider with which you are enrolled is denied, and you elect to continue participation under “COBRA”, then the Company will pay the premium for benefit coverage under COBRA on the same basis as you are enrolled on the date hereof through the
earlier
of
(i)
the expiration of twenty-four (24) months following the Separation Date; or
(ii)
the date you become eligible for coverage under the health plan of another employer,
provided
,
however
, that in the event that the Company determines that it is unable to continue any such participation, it shall pay the cost, on an after-tax basis, of comparable coverage.
|
(d)
|
The Company will pay you the variable incentive compensation for which you may be eligible and which is payable under the Entegris Incentive Plan for fiscal year 2015 at the levels as determined by the Management Compensation and Development Committee of the Company’s Board of Directors in its sole discretion in accordance with the terms of the 2015 Entegris Incentive Plan. This variable incentive compensation, if any, will be paid to you in early 2016 at the same time as variable incentive compensation is paid under the Entegris Incentive Plan to other executives but in any event, such payment will be made no later than March 15, 2016. You will also be eligible to participate in the 2016 Entegris Incentive Plan on a pro rata basis through the Separation Date.
|
(e)
|
If you are enrolled in the Company's group life insurance plan on the Separation Date, subject to receipt of any required consent by any group life insurance provider, the Company shall pay the premium in order for you to continue your participation in the Company's group life insurance plan until the expiration of twenty-four (24) months following the Separation Date. In the event that the group life insurance provider refuses to so consent, then the Company shall provide you with reasonable assistance should you wish to convert such group policy into an individual policy. If you convert such policy, the Company will reimburse you for the premiums thereon for such twenty-four month period following the Separation Date.
|
(f)
|
All unvested portions of outstanding equity awards scheduled to vest prior to the Separation Date shall vest in accordance with the terms of the award. All other unvested portions of outstanding equity awards shall be cancelled as of the Separation Date and shall be of no further force or effect. In addition, you shall have a period of one (1) year following the Separation Date to exercise all stock options that are vested and outstanding as of the Separation Date or which vest in accordance with this paragraph 3(f), or until the date such stock options would have expired in the absence of a termination of employment, if earlier.
|
(g)
|
Your contributions and the Company’s matching contributions to the Entegris Inc. 401(k) Savings and Profit Sharing Plan (2012 Restatement) shall terminate as of the Separation Date. The balances in your accounts under the Entegris Inc. 401(k) Savings and Profit Sharing Plan (2012 Restatement) and in the Entegris, Inc. Supplemental Executive Retirement Plan For Key Salaried Employees
will be paid out to you in accordance with the terms of those plans and the requirements of law. You acknowledge that, pending such pay outs, such balances shall continue to be subject to investment risk in accordance with the investment choices under those plans that you have selected.
|
(a)
|
In exchange for the severance pay and other benefits provided you under this Agreement, to which you acknowledge that you would not otherwise be entitled, on your own behalf and that of your heirs, executors, administrators, beneficiaries, personal representatives and assigns, you agree that this Agreement shall be in complete and final settlement of any and all causes of action, rights or claims that you have had in the past, now have, or might now have, whether known or unknown, of any kind or description, including without limitation any causes of action, rights or claims in any way related to, connected with or arising out of your employment or its termination or pursuant to Title VII of the Civil Rights Act, the Americans with Disabilities Act, the
Age Discrimination in Employment Act
, the Massachusetts Fair Employment Act, the Massachusetts Wage Act, M.G.L. ch. 149 §§ 148, 150 et seq.; the Massachusetts Minimum Fair Wage Law, M.G.L. ch. 151; any claims that may be released under Massachusetts labor statutes, M.G.L. c. 149, or any other federal, state or local law, regulation or other requirement and you hereby release and forever discharge the Company and its Affiliates and all of their respective past and present directors, shareholders, officers, employees, general and limited partners, members, managers, agents and representatives, their successors and assigns, and all others connected with them, and all employee benefit plans maintained by the Company and all trustees and plan administrators of such plans, both individually and in the official capacities of each of the foregoing individually, from any and all such causes of action, rights or claims. This release shall not apply to any claim for breach by the Company of its obligations under this Agreement.
|
(b)
|
This Agreement, including the release of claims set forth in the paragraph directly above, creates legally binding obligations and the Company has advised you to consult an attorney before signing this Agreement. In signing this Agreement, you give the Company assurance that you have signed it voluntarily and with a full understanding of its terms; that you have had sufficient opportunity, before signing this Agreement, to consider its terms and to consult with any of those persons to whom reference in made in the second sentence of paragraph 8 above; that you have consulted with an attorney of your choosing; and that, in signing this Agreement, you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
|
(c)
|
You hereby acknowledge and understand that this is a General Release and by signing this Agreement you are giving up your rights to file any claim in any court and to seek and/or receive any form of compensation
|
(d)
|
You further acknowledge that this Agreement does not prohibit you from:
(i)
filing a charge or complaint with the EEOC, MCAD or any other state or federal agency, or
(ii)
participating in or cooperating with any investigation or proceeding conducted by the, EEOC, MCAD or any other federal, state or local governmental agency.
|
(a)
|
This Agreement constitutes the entire agreement between you and the Company relating to the termination of your employment with the Company by reason of your retirement and supersedes all prior and contemporaneous communications, agreements and understandings whether written or oral, with respect to your employment, its termination and all related matters, excluding only: (i) the Executive Change in Control Termination Agreement between you and the Company; and (ii) your obligations with respect to the securities of the Company and for compliance with federal securities laws, all of which shall remain in full force and effect in accordance with their terms.
|
(b)
|
This Agreement may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by you and the Chief Executive Officer of the Company or his expressly authorized designee. The captions and headings in this Agreement are for convenience of reference only and in no way define or describe the scope or content of any provision of this Agreement. This is a Delaware contract and shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-law principles thereof.
|
(c)
|
If the duration of, scope of, or any business activity covered by this Agreement is in excess of what is valid and enforceable under applicable law, such provision will be construed to cover only that duration, scope, or activity that is valid and enforceable. You acknowledge that this paragraph 15(c) will be given the construction which renders its provisions valid and enforceable to the maximum extent, not exceeding its express terms, possible under applicable laws.
|
(d)
|
The obligations of the Company under paragraph 3 of this Agreement are expressly conditioned upon your continued full performance of your obligations under this Agreement.
|
(e)
|
There shall be no right of set-off or counterclaim in respect of any claim, debt or obligation against any payments to you, your dependents, beneficiaries or estate, provided for in this Agreement.
|
(f)
|
No right, benefit or interest hereunder shall be subject to anticipation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in respect of any claim, debt or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any action specified in the immediately preceding sentence shall, to the full extent permitted by law, be null, void and of no effect.
|
(g)
|
No right or interest to or in any payments shall be assignable by you;
provided
,
however
, that this provision
|
(h)
|
The Company agrees that to the extent that its obligations hereunder remain unfulfilled, it shall require that any entity with which it merges or consolidates or to which it agrees to transfer substantially all of its assets expressly assume the obligations of the Company under this Agreement (including exercise of options vested pursuant to paragraph 3(f) above by a successor or award of substituted options by such) and that any successor or successors of such an entity, whether by merger, consolidation or transfer of assets, also expressly assume all such obligations. Notwithstanding the foregoing, the Company shall not be deemed to have breached its obligations under this subparagraph 15(h) if it negotiates with any successor entity to provide a substitute agreement on terms (which may be different than the terms herein) that are reasonably acceptable to you.
|
1.
|
I have reviewed this Report on Form 10-Q of Entegris, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: April 28, 2016
|
/s/ Bertrand Loy
|
|
Bertrand Loy
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Report on Form 10-Q of Entegris, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
Date: April 28, 2016
|
/s/ Gregory B. Graves
|
|
Gregory B. Graves
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 28, 2016
|
/s/ Bertrand Loy
|
|
Bertrand Loy
|
|
Chief Executive Officer
|
|
|
|
/s/ Gregory B. Graves
|
|
Gregory B. Graves
|
|
Chief Financial Officer
|