|
☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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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.)
|
||
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129 Concord Road,
|
Billerica,
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Massachusetts
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|
01821
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(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common stock, $0.01 par value per share
|
|
ENTG
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
|
ý
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Accelerated filer
|
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☐
|
|
|
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|
||
Non-accelerated filer
|
|
¨
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Smaller reporting company
|
|
☐
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|
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Emerging growth company
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☐
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Description
|
Page
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
|
PART 1.
|
FINANCIAL INFORMATION
|
(In thousands, except share and per share data)
|
September 28, 2019
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
282,748
|
|
|
$
|
482,062
|
|
Trade accounts and notes receivable, net of allowance for doubtful accounts of $1,247 and $893
|
261,306
|
|
|
222,055
|
|
||
Inventories, net
|
290,270
|
|
|
268,140
|
|
||
Deferred tax charges and refundable income taxes
|
21,825
|
|
|
17,393
|
|
||
Other current assets
|
28,091
|
|
|
39,688
|
|
||
Total current assets
|
884,240
|
|
|
1,029,338
|
|
||
Property, plant and equipment, net of accumulated depreciation of $510,316 and $461,222
|
470,005
|
|
|
419,529
|
|
||
Other assets:
|
|
|
|
||||
Right-of-use assets
|
48,684
|
|
|
—
|
|
||
Goodwill
|
659,840
|
|
|
550,202
|
|
||
Intangible assets, net of accumulated amortization of $392,262 and $343,088
|
367,558
|
|
|
295,687
|
|
||
Deferred tax assets and other noncurrent tax assets
|
23,191
|
|
|
10,162
|
|
||
Other
|
14,166
|
|
|
12,723
|
|
||
Total assets
|
$
|
2,467,684
|
|
|
$
|
2,317,641
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Long-term debt, current maturities
|
$
|
4,000
|
|
|
$
|
4,000
|
|
Accounts payable
|
73,071
|
|
|
93,055
|
|
||
Accrued payroll and related benefits
|
58,646
|
|
|
78,288
|
|
||
Other accrued liabilities
|
74,528
|
|
|
62,732
|
|
||
Income taxes payable
|
2,835
|
|
|
31,593
|
|
||
Total current liabilities
|
213,080
|
|
|
269,668
|
|
||
Long-term debt, excluding current maturities, net of unamortized discount and debt issuance costs of $9,920 and $11,137
|
934,080
|
|
|
934,863
|
|
||
Pension benefit obligations and other liabilities
|
52,906
|
|
|
31,795
|
|
||
Deferred tax liabilities and other noncurrent tax liabilities
|
103,326
|
|
|
69,290
|
|
||
Long-term lease liability
|
44,375
|
|
|
—
|
|
||
Commitments and contingent liabilities
|
—
|
|
|
—
|
|
||
Equity:
|
|
|
|
||||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of September 28, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of September 28, 2019: 135,141,486 and 134,939,086, respectively; issued and outstanding shares as of December 31, 2018: 136,179,381 and 135,976,981, respectively
|
1,351
|
|
|
1,362
|
|
||
Treasury stock, at cost: 202,400 shares held as of September 28, 2019 and December 31, 2018
|
(7,112
|
)
|
|
(7,112
|
)
|
||
Additional paid-in capital
|
837,212
|
|
|
837,658
|
|
||
Retained earnings
|
332,579
|
|
|
213,753
|
|
||
Accumulated other comprehensive loss
|
(44,113
|
)
|
|
(33,636
|
)
|
||
Total equity
|
1,119,917
|
|
|
1,012,025
|
|
||
Total liabilities and equity
|
$
|
2,467,684
|
|
|
$
|
2,317,641
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
(In thousands, except per share data)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Net sales
|
$
|
394,147
|
|
|
$
|
398,597
|
|
|
$
|
1,164,068
|
|
|
$
|
1,148,855
|
|
Cost of sales
|
223,797
|
|
|
216,881
|
|
|
650,051
|
|
|
608,764
|
|
||||
Gross profit
|
170,350
|
|
|
181,716
|
|
|
514,017
|
|
|
540,091
|
|
||||
Selling, general and administrative expenses
|
71,232
|
|
|
62,358
|
|
|
217,636
|
|
|
185,827
|
|
||||
Engineering, research and development expenses
|
31,173
|
|
|
29,964
|
|
|
90,788
|
|
|
87,781
|
|
||||
Amortization of intangible assets
|
15,152
|
|
|
21,419
|
|
|
50,400
|
|
|
45,102
|
|
||||
Operating income
|
52,793
|
|
|
67,975
|
|
|
155,193
|
|
|
221,381
|
|
||||
Interest expense
|
11,388
|
|
|
7,987
|
|
|
33,587
|
|
|
24,442
|
|
||||
Interest income
|
(1,172
|
)
|
|
(309
|
)
|
|
(4,020
|
)
|
|
(2,613
|
)
|
||||
Other expense (income), net
|
934
|
|
|
810
|
|
|
(121,329
|
)
|
|
4,826
|
|
||||
Income before income tax expense
|
41,643
|
|
|
59,487
|
|
|
246,955
|
|
|
194,726
|
|
||||
Income tax expense
|
876
|
|
|
11,427
|
|
|
49,533
|
|
|
34,755
|
|
||||
Net income
|
$
|
40,767
|
|
|
$
|
48,060
|
|
|
$
|
197,422
|
|
|
$
|
159,971
|
|
|
|
|
|
|
|
|
|
||||||||
Basic net income per common share
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
1.46
|
|
|
$
|
1.13
|
|
Diluted net income per common share
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
1.45
|
|
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
135,092
|
|
|
141,556
|
|
|
135,256
|
|
|
141,613
|
|
||||
Diluted
|
136,530
|
|
|
143,033
|
|
|
136,601
|
|
|
143,308
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Net income
|
$
|
40,767
|
|
|
$
|
48,060
|
|
|
$
|
197,422
|
|
|
$
|
159,971
|
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(6,005
|
)
|
|
(1,432
|
)
|
|
(10,504
|
)
|
|
(10,223
|
)
|
||||
Pension liability adjustments
|
17
|
|
|
17
|
|
|
27
|
|
|
70
|
|
||||
Other comprehensive loss
|
(5,988
|
)
|
|
(1,415
|
)
|
|
(10,477
|
)
|
|
(10,153
|
)
|
||||
Comprehensive income
|
$
|
34,779
|
|
|
$
|
46,645
|
|
|
$
|
186,945
|
|
|
$
|
149,818
|
|
(In thousands)
|
Common
shares
outstanding
|
|
Common
stock
|
|
Treasury shares
|
|
Treasury stock
|
|
Additional
paid-in
capital
|
|
Retained earnings
(deficit)
|
|
Foreign currency translation adjustments
|
|
Defined benefit pension adjustments
|
|
Total
|
||||||||||||||||
Balance at December 31, 2017
|
141,283
|
|
|
$
|
1,413
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
867,699
|
|
|
$
|
147,418
|
|
|
$
|
(22,593
|
)
|
|
$
|
(919
|
)
|
|
$
|
993,018
|
|
Shares issued under stock plans
|
815
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(13,658
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,650
|
)
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,128
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,128
|
|
|||||||
Repurchase and retirement of common stock
|
(296
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(1,809
|
)
|
|
(8,187
|
)
|
|
—
|
|
|
—
|
|
|
(9,999
|
)
|
|||||||
Dividends declared ($0.07 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
(9,926
|
)
|
|
—
|
|
|
—
|
|
|
(9,913
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,835
|
|
|
—
|
|
|
3,835
|
|
|||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(591
|
)
|
|
—
|
|
|
—
|
|
|
(591
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,562
|
|
|
—
|
|
|
—
|
|
|
57,562
|
|
|||||||
Balance at March 31, 2018
|
141,802
|
|
|
$
|
1,418
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
856,373
|
|
|
$
|
186,276
|
|
|
$
|
(18,758
|
)
|
|
$
|
(915
|
)
|
|
$
|
1,024,394
|
|
Shares issued under stock plans
|
171
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2,263
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,264
|
|
|||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,429
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,429
|
|
|||||||
Repurchase and retirement of common stock
|
(282
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(1,708
|
)
|
|
(8,291
|
)
|
|
—
|
|
|
—
|
|
|
(10,001
|
)
|
|||||||
Dividends declared ($0.07 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,953
|
)
|
|
—
|
|
|
—
|
|
|
(9,953
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
49
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,626
|
)
|
|
—
|
|
|
(12,626
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,349
|
|
|
—
|
|
|
—
|
|
|
54,349
|
|
|||||||
Balance at June 30, 2018
|
141,691
|
|
|
$
|
1,417
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
861,357
|
|
|
$
|
222,381
|
|
|
$
|
(31,384
|
)
|
|
$
|
(866
|
)
|
|
$
|
1,052,905
|
|
Shares issued under stock plans
|
11
|
|
|
—
|
|
|
|
|
—
|
|
|
(137
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(137
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,170
|
|
|||||||
Repurchase of common stock
|
(95
|
)
|
|
(1
|
)
|
|
(202
|
)
|
|
(7,112
|
)
|
|
(581
|
)
|
|
(2,306
|
)
|
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||||||
Dividends declared ($0.07 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,912
|
)
|
|
—
|
|
|
—
|
|
|
(9,912
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,432
|
)
|
|
—
|
|
|
(1,432
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
48,060
|
|
|
—
|
|
|
—
|
|
|
48,060
|
|
|||||||
Balance at September 29, 2018
|
141,607
|
|
|
$
|
1,416
|
|
|
(202
|
)
|
|
$
|
(7,112
|
)
|
|
$
|
864,809
|
|
|
$
|
258,223
|
|
|
$
|
(32,816
|
)
|
|
$
|
(849
|
)
|
|
$
|
1,083,671
|
|
(In thousands)
|
Common
shares
outstanding
|
|
Common
stock
|
|
Treasury shares
|
|
Treasury stock
|
|
Additional
paid-in
capital
|
|
Retained earnings
(deficit)
|
|
Foreign currency translation adjustments
|
|
Defined benefit pension adjustments
|
|
Total
|
||||||||||||||||
Balance at December 31, 2018
|
136,179
|
|
|
$
|
1,362
|
|
|
(202
|
)
|
|
$
|
(7,112
|
)
|
|
$
|
837,658
|
|
|
$
|
213,753
|
|
|
$
|
(32,776
|
)
|
|
$
|
(860
|
)
|
|
$
|
1,012,025
|
|
Shares issued under stock plans
|
572
|
|
|
5
|
|
|
|
|
—
|
|
|
(6,817
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,812
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,653
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,653
|
|
|||||||
Repurchase and retirement of common stock
|
(1,035
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(6,364
|
)
|
|
(23,413
|
)
|
|
—
|
|
|
—
|
|
|
(29,787
|
)
|
|||||||
Dividends declared ($0.07 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(9,517
|
)
|
|
—
|
|
|
—
|
|
|
(9,510
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
24
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,787
|
)
|
|
—
|
|
|
(2,787
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,658
|
|
|
—
|
|
|
—
|
|
|
32,658
|
|
|||||||
Balance at March 30, 2019
|
135,716
|
|
|
$
|
1,357
|
|
|
(202
|
)
|
|
$
|
(7,112
|
)
|
|
$
|
829,137
|
|
|
$
|
213,481
|
|
|
$
|
(35,563
|
)
|
|
$
|
(836
|
)
|
|
$
|
1,000,464
|
|
Shares issued under stock plans
|
49
|
|
|
—
|
|
|
|
|
—
|
|
|
(572
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(572
|
)
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,936
|
|
|||||||
Repurchase and retirement of common stock
|
(422
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(2,579
|
)
|
|
(12,417
|
)
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|||||||
Dividends declared ($0.07 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,550
|
)
|
|
—
|
|
|
—
|
|
|
(9,550
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,712
|
)
|
|
—
|
|
|
(1,712
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123,997
|
|
|
—
|
|
|
—
|
|
|
123,997
|
|
|||||||
Balance at June 29, 2019
|
135,343
|
|
|
$
|
1,353
|
|
|
(202
|
)
|
|
$
|
(7,112
|
)
|
|
$
|
830,922
|
|
|
$
|
315,511
|
|
|
$
|
(37,275
|
)
|
|
$
|
(850
|
)
|
|
$
|
1,102,549
|
|
Shares issued under stock plans
|
156
|
|
|
2
|
|
|
|
|
—
|
|
|
3,156
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,158
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,326
|
|
|||||||
Repurchase and retirement of common stock
|
(358
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(2,206
|
)
|
|
(12,790
|
)
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|||||||
Dividends declared ($0.08 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
(10,909
|
)
|
|
—
|
|
|
—
|
|
|
(10,895
|
)
|
|||||||
Pension liability adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|||||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,005
|
)
|
|
—
|
|
|
(6,005
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,767
|
|
|
—
|
|
|
—
|
|
|
40,767
|
|
|||||||
Balance at September 28, 2019
|
135,141
|
|
|
$
|
1,351
|
|
|
(202
|
)
|
|
$
|
(7,112
|
)
|
|
$
|
837,212
|
|
|
$
|
332,579
|
|
|
$
|
(43,280
|
)
|
|
$
|
(833
|
)
|
|
$
|
1,119,917
|
|
|
Nine months ended
|
||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
197,422
|
|
|
$
|
159,971
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
54,623
|
|
|
48,236
|
|
||
Amortization
|
50,400
|
|
|
45,102
|
|
||
Share-based compensation expense
|
14,915
|
|
|
12,727
|
|
||
Provision for deferred income taxes
|
(2,123
|
)
|
|
(1,066
|
)
|
||
Other
|
14,251
|
|
|
10,584
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Trade accounts and notes receivable
|
(30,405
|
)
|
|
(8,713
|
)
|
||
Inventories
|
(5,689
|
)
|
|
(28,788
|
)
|
||
Accounts payable and accrued liabilities
|
(31,911
|
)
|
|
(9,440
|
)
|
||
Other current assets
|
11,284
|
|
|
1,390
|
|
||
Income taxes payable and refundable income taxes
|
(20,574
|
)
|
|
(9,193
|
)
|
||
Other
|
1,461
|
|
|
439
|
|
||
Net cash provided by operating activities
|
253,654
|
|
|
221,249
|
|
||
Investing activities:
|
|
|
|
||||
Acquisition of property, plant and equipment
|
(86,423
|
)
|
|
(75,337
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(266,373
|
)
|
|
(380,268
|
)
|
||
Other
|
2,815
|
|
|
5,014
|
|
||
Net cash used in investing activities
|
(349,981
|
)
|
|
(450,591
|
)
|
||
Financing activities:
|
|
|
|
||||
Payments of long-term debt
|
(2,000
|
)
|
|
(27,000
|
)
|
||
Payments for dividends
|
(29,779
|
)
|
|
(29,701
|
)
|
||
Issuance of common stock
|
4,351
|
|
|
3,029
|
|
||
Repurchase of common stock
|
(65,321
|
)
|
|
(30,000
|
)
|
||
Taxes paid related to net share settlement of equity awards
|
(8,577
|
)
|
|
(14,552
|
)
|
||
Other
|
(502
|
)
|
|
1,254
|
|
||
Net cash used in financing activities
|
(101,828
|
)
|
|
(96,970
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,159
|
)
|
|
(4,203
|
)
|
||
Decrease in cash and cash equivalents
|
(199,314
|
)
|
|
(330,515
|
)
|
||
Cash and cash equivalents at beginning of period
|
482,062
|
|
|
625,408
|
|
||
Cash and cash equivalents at end of period
|
$
|
282,748
|
|
|
$
|
294,893
|
|
Supplemental Cash Flow Information
|
Nine months ended
|
||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
||||
Non-cash transactions:
|
|
|
|
||||
Deferred acquisition payments
|
$
|
32,462
|
|
|
$
|
—
|
|
Contingent consideration obligation
|
$
|
686
|
|
|
$
|
—
|
|
Equipment purchases in accounts payable
|
$
|
3,431
|
|
|
$
|
9,464
|
|
Dividends payable
|
$
|
307
|
|
|
$
|
77
|
|
Schedule of interest and income taxes paid:
|
|
|
|
||||
Interest paid
|
$
|
37,366
|
|
|
$
|
23,070
|
|
Income taxes paid, net of refunds received
|
$
|
66,474
|
|
|
$
|
44,249
|
|
(In thousands)
|
September 28, 2019
|
|
December 31, 2018
|
||||
Contract liabilities - current
|
$
|
10,734
|
|
|
$
|
15,364
|
|
|
Nine months ended
|
||
(In thousands)
|
September 28, 2019
|
||
Revenue recognized that was included in the contract liability balance at the beginning of the period
|
$
|
(14,565
|
)
|
Increases due to cash received, excluding amounts recognized as revenue during the period
|
9,936
|
|
(In thousands):
|
As of September 17, 2019
|
||
Trade accounts and note receivable, net
|
$
|
3,455
|
|
Inventories, net
|
4,242
|
|
|
Other current assets
|
202
|
|
|
Property, plant and equipment
|
8,863
|
|
|
Identifiable intangible assets
|
42,179
|
|
|
Other noncurrent assets
|
1,565
|
|
|
Accounts payable and accrued liabilities
|
(1,814
|
)
|
|
Noncurrent deferred tax liabilities
|
(10,890
|
)
|
|
Net assets acquired
|
47,802
|
|
|
Goodwill
|
25,212
|
|
|
Total purchase price, net of cash acquired
|
$
|
73,014
|
|
(In thousands)
|
Amount
|
|
Weighted
average life in
years
|
||
Developed technology
|
$
|
2,430
|
|
|
10.0
|
Trademarks and trade names
|
2,598
|
|
|
10.0
|
|
Customer relationships
|
36,449
|
|
|
20.0
|
|
Other
|
702
|
|
|
3.0
|
|
|
$
|
42,179
|
|
|
19.0
|
(In thousands):
|
As of July 15, 2019
|
||
Trade accounts and note receivable, net
|
$
|
3,575
|
|
Inventories, net
|
21,899
|
|
|
Other current assets
|
318
|
|
|
Property, plant and equipment
|
14,571
|
|
|
Identifiable intangible assets
|
74,900
|
|
|
Right-of-use assets
|
3,677
|
|
|
Accounts payable and accrued liabilities
|
(2,440
|
)
|
|
Short-term lease liabilities
|
(144
|
)
|
|
Long-term lease liabilities
|
(4,016
|
)
|
|
Other noncurrent liabilities
|
(1,416
|
)
|
|
Net assets acquired
|
110,924
|
|
|
Goodwill
|
51,457
|
|
|
Total purchase price, net of cash acquired
|
$
|
162,381
|
|
(In thousands)
|
Amount
|
|
Weighted
average life in
years
|
||
Developed technology
|
$
|
13,520
|
|
|
12.0
|
Trademarks and trade names
|
680
|
|
|
2.0
|
|
Customer relationships
|
60,700
|
|
|
17.0
|
|
|
$
|
74,900
|
|
|
16.0
|
(In thousands):
|
As of March 8, 2019
|
|
As of September 28, 2019
|
||||
Trade accounts and note receivable, net
|
$
|
1,840
|
|
|
$
|
1,840
|
|
Inventories, net
|
5,523
|
|
|
4,307
|
|
||
Other current assets
|
1,389
|
|
|
1,389
|
|
||
Property, plant and equipment
|
16,791
|
|
|
16,654
|
|
||
Identifiable intangible assets
|
7,976
|
|
|
6,870
|
|
||
Right-of-use assets
|
79
|
|
|
79
|
|
||
Deferred tax asset
|
1,104
|
|
|
996
|
|
||
Other noncurrent assets
|
—
|
|
|
28
|
|
||
Accounts payable and accrued liabilities
|
(2,461
|
)
|
|
(2,474
|
)
|
||
Deferred tax liabilities
|
(2,861
|
)
|
|
(2,070
|
)
|
||
Long-term lease liability
|
(37
|
)
|
|
(37
|
)
|
||
Net assets acquired
|
29,343
|
|
|
27,582
|
|
||
Goodwill
|
35,133
|
|
|
36,539
|
|
||
Total purchase price, net of cash acquired
|
$
|
64,476
|
|
|
$
|
64,121
|
|
(In thousands):
|
As of December 31, 2018
|
|
As of June 29, 2019
|
||||
Trade accounts and note receivable, net
|
$
|
19,173
|
|
|
$
|
19,173
|
|
Inventories, net
|
42,758
|
|
|
42,758
|
|
||
Other current assets
|
1,322
|
|
|
706
|
|
||
Property, plant and equipment
|
6,653
|
|
|
6,653
|
|
||
Identifiable intangible assets
|
150,430
|
|
|
150,430
|
|
||
Deferred tax assets
|
831
|
|
|
734
|
|
||
Other noncurrent assets
|
12
|
|
|
12
|
|
||
Current liabilities
|
(26,473
|
)
|
|
(26,473
|
)
|
||
Deferred tax liabilities
|
(35,533
|
)
|
|
(35,271
|
)
|
||
Other noncurrent liabilities
|
(1,412
|
)
|
|
(1,412
|
)
|
||
Net assets acquired
|
157,761
|
|
|
157,310
|
|
||
Goodwill
|
183,729
|
|
|
184,180
|
|
||
Total purchase price, net of cash acquired
|
$
|
341,490
|
|
|
$
|
341,490
|
|
(In thousands)
|
Amount
|
|
Weighted
average life in
years
|
||
Developed technology
|
$
|
20,070
|
|
|
8.0
|
Trademarks and trade names
|
6,670
|
|
|
12.0
|
|
Customer relationships
|
107,790
|
|
|
12.0
|
|
Other
|
15,900
|
|
|
0.9
|
|
|
$
|
150,430
|
|
|
10.0
|
(In thousands)
|
September 28, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
94,522
|
|
|
$
|
100,770
|
|
Work-in process
|
34,851
|
|
|
31,412
|
|
||
Finished goods
|
160,897
|
|
|
135,958
|
|
||
Total inventories, net
|
$
|
290,270
|
|
|
$
|
268,140
|
|
(In thousands)
|
Specialty Chemicals and Engineered Materials
|
|
Microcontamination Control
|
|
Advanced Materials Handling
|
|
Total
|
||||||||
December 31, 2018
|
$
|
301,423
|
|
|
191,708
|
|
|
$
|
57,071
|
|
|
$
|
550,202
|
|
|
Addition due to acquisitions
|
86,590
|
|
|
25,214
|
|
|
—
|
|
|
111,804
|
|
||||
Purchase accounting adjustments
|
1,406
|
|
|
451
|
|
|
—
|
|
|
1,857
|
|
||||
Foreign currency translation
|
(3,749
|
)
|
|
(274
|
)
|
|
—
|
|
|
(4,023
|
)
|
||||
September 28, 2019
|
$
|
385,670
|
|
|
$
|
217,099
|
|
|
$
|
57,071
|
|
|
$
|
659,840
|
|
September 28, 2019
|
|||||||||||
(In thousands)
|
Gross carrying
Amount
|
|
Accumulated
amortization
|
|
Net carrying
value
|
||||||
Developed technology
|
$
|
268,593
|
|
|
$
|
197,176
|
|
|
$
|
71,417
|
|
Trademarks and trade names
|
28,856
|
|
|
15,767
|
|
|
13,089
|
|
|||
Customer relationships
|
425,371
|
|
|
152,937
|
|
|
272,434
|
|
|||
Other
|
37,000
|
|
|
26,382
|
|
|
10,618
|
|
|||
|
$
|
759,820
|
|
|
$
|
392,262
|
|
|
$
|
367,558
|
|
December 31, 2018
|
|||||||||||
(In thousands)
|
Gross carrying
amount
|
|
Accumulated
amortization
|
|
Net carrying
value
|
||||||
Developed technology
|
$
|
248,776
|
|
|
$
|
176,421
|
|
|
$
|
72,355
|
|
Trademarks and trade names
|
25,643
|
|
|
14,749
|
|
|
10,894
|
|
|||
Customer relationships
|
328,050
|
|
|
133,068
|
|
|
194,982
|
|
|||
Other
|
36,306
|
|
|
18,850
|
|
|
17,456
|
|
|||
|
$
|
638,775
|
|
|
$
|
343,088
|
|
|
$
|
295,687
|
|
(In thousands)
|
Remaining 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|||||||||
Future amortization expense
|
$
|
16,016
|
|
|
50,731
|
|
|
41,587
|
|
|
40,997
|
|
|
39,005
|
|
|
179,222
|
|
|
$
|
367,558
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Basic—weighted common shares outstanding
|
135,092
|
|
|
141,556
|
|
|
135,256
|
|
|
141,613
|
|
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock
|
1,438
|
|
|
1,477
|
|
|
1,345
|
|
|
1,695
|
|
Diluted—weighted common shares and common shares equivalent outstanding
|
136,530
|
|
|
143,033
|
|
|
136,601
|
|
|
143,308
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Shares excluded from calculations of diluted EPS
|
6
|
|
|
295
|
|
|
261
|
|
|
253
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Versum termination fee, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(122,000
|
)
|
|
$
|
—
|
|
Loss (gain) on foreign currency remeasurement
|
701
|
|
|
695
|
|
|
(222
|
)
|
|
3,637
|
|
||||
Other, net
|
233
|
|
|
115
|
|
|
893
|
|
|
1,189
|
|
||||
Other expense (income), net
|
$
|
934
|
|
|
$
|
810
|
|
|
$
|
(121,329
|
)
|
|
$
|
4,826
|
|
(In thousands)
|
Debit/(Credit)
|
||
Right-of-use assets
|
$
|
46,162
|
|
Prepaid rent
|
(646
|
)
|
|
Short-term lease liability
|
(8,892
|
)
|
|
Short-term deferred rent
|
274
|
|
|
Long-term lease liability
|
(42,639
|
)
|
|
Long-term deferred rent
|
5,741
|
|
|
Deferred tax asset
|
11,629
|
|
|
Deferred tax liability
|
(11,629
|
)
|
(In thousands)
|
Classification
|
September 28, 2019
|
||
Assets
|
|
|
||
Right-of-use assets
|
Right-of-use assets
|
$
|
48,684
|
|
Liabilities
|
|
|
||
Short-term lease liability
|
Other accrued liabilities
|
8,775
|
|
|
Long-term lease liability
|
Long-term lease liability
|
44,375
|
|
|
Total lease liabilities
|
|
$
|
53,150
|
|
|
Three months ended
|
|
Nine months ended
|
||||
(In thousands)
|
September 28, 2019
|
|
September 28, 2019
|
||||
Operating lease cost
|
$
|
3,334
|
|
|
$
|
9,146
|
|
(In thousands)
|
Operating Leases
|
||
Remaining 2019
|
$
|
3,074
|
|
2020
|
10,679
|
|
|
2021
|
8,721
|
|
|
2022
|
6,846
|
|
|
2023
|
6,140
|
|
|
Thereafter
|
32,052
|
|
|
Total
|
$
|
67,512
|
|
Less: Interest
|
14,362
|
|
|
Present value of lease liabilities
|
$
|
53,150
|
|
(In thousands)
|
Operating Leases
|
||
2019
|
$
|
11,360
|
|
2020
|
8,906
|
|
|
2021
|
6,836
|
|
|
2022
|
5,431
|
|
|
2023
|
5,208
|
|
|
Thereafter
|
27,153
|
|
|
Total
|
$
|
64,894
|
|
•
|
Specialty Chemicals and Engineered Materials (SCEM): SCEM provides high-performance and high-purity process chemistries, gases, and materials and safe and efficient delivery systems to support semiconductor and other advanced manufacturing processes.
|
•
|
Microcontamination Control (MC): MC solutions to filter and purify critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries.
|
•
|
Advanced Materials Handling (AMH): AMH develops solutions to monitor, protect, transport, and deliver critical liquid chemistries, wafers, and substrates for a broad set of applications in the semiconductor industry and other high-technology industries.
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
SCEM
|
$
|
127,750
|
|
|
$
|
131,234
|
|
|
$
|
379,772
|
|
|
$
|
396,313
|
|
MC
|
155,979
|
|
|
151,478
|
|
|
463,870
|
|
|
395,338
|
|
||||
AMH
|
117,256
|
|
|
123,227
|
|
|
340,835
|
|
|
377,877
|
|
||||
Inter-segment elimination
|
(6,838
|
)
|
|
(7,342
|
)
|
|
(20,409
|
)
|
|
(20,673
|
)
|
||||
Total net sales
|
$
|
394,147
|
|
|
$
|
398,597
|
|
|
$
|
1,164,068
|
|
|
$
|
1,148,855
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Segment profit
|
|
|
|
|
|
|
|
||||||||
SCEM
|
$
|
17,074
|
|
|
$
|
31,210
|
|
|
$
|
65,505
|
|
|
$
|
98,859
|
|
MC
|
46,792
|
|
|
42,448
|
|
|
137,241
|
|
|
119,973
|
|
||||
AMH
|
17,077
|
|
|
22,226
|
|
|
54,487
|
|
|
73,231
|
|
||||
Total segment profit
|
$
|
80,943
|
|
|
$
|
95,884
|
|
|
$
|
257,233
|
|
|
$
|
292,063
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Total segment profit
|
$
|
80,943
|
|
|
$
|
95,884
|
|
|
$
|
257,233
|
|
|
$
|
292,063
|
|
Less:
|
|
|
|
|
|
|
|
||||||||
Amortization of intangible assets
|
15,152
|
|
|
21,419
|
|
|
50,400
|
|
|
45,102
|
|
||||
Unallocated general and administrative expenses
|
12,998
|
|
|
6,490
|
|
|
51,640
|
|
|
25,580
|
|
||||
Operating income
|
52,793
|
|
|
67,975
|
|
|
155,193
|
|
|
221,381
|
|
||||
Interest expense
|
11,388
|
|
|
7,987
|
|
|
33,587
|
|
|
24,442
|
|
||||
Interest income
|
(1,172
|
)
|
|
(309
|
)
|
|
(4,020
|
)
|
|
(2,613
|
)
|
||||
Other expense (income), net
|
934
|
|
|
810
|
|
|
(121,329
|
)
|
|
4,826
|
|
||||
Income before income tax expense
|
$
|
41,643
|
|
|
$
|
59,487
|
|
|
$
|
246,955
|
|
|
$
|
194,726
|
|
|
Three months ended September 28, 2019
|
|
Nine months ended September 28, 2019
|
||||||||||||||||||||||||||||||||||||
(In thousands)
|
SCEM
|
|
MC
|
|
AMH
|
|
Inter-segment
|
|
Total
|
|
SCEM
|
|
MC
|
|
AMH
|
|
Inter-segment
|
|
Total
|
||||||||||||||||||||
Taiwan
|
$
|
23,186
|
|
|
$
|
32,521
|
|
|
$
|
19,164
|
|
|
$
|
—
|
|
|
$
|
74,871
|
|
|
$
|
69,943
|
|
|
$
|
102,216
|
|
|
$
|
50,027
|
|
|
$
|
—
|
|
|
$
|
222,186
|
|
United States
|
40,176
|
|
|
31,186
|
|
|
36,548
|
|
|
(6,838
|
)
|
|
101,072
|
|
|
106,590
|
|
|
83,860
|
|
|
110,287
|
|
|
(20,409
|
)
|
|
280,328
|
|
||||||||||
South Korea
|
18,441
|
|
|
27,239
|
|
|
20,195
|
|
|
—
|
|
|
65,875
|
|
|
55,463
|
|
|
81,585
|
|
|
52,939
|
|
|
—
|
|
|
189,987
|
|
||||||||||
Japan
|
13,587
|
|
|
25,160
|
|
|
9,417
|
|
|
—
|
|
|
48,164
|
|
|
40,354
|
|
|
74,976
|
|
|
32,761
|
|
|
—
|
|
|
148,091
|
|
||||||||||
China
|
14,699
|
|
|
23,544
|
|
|
12,354
|
|
|
—
|
|
|
50,597
|
|
|
49,269
|
|
|
68,247
|
|
|
32,853
|
|
|
—
|
|
|
150,369
|
|
||||||||||
Europe
|
7,806
|
|
|
9,845
|
|
|
12,587
|
|
|
—
|
|
|
30,238
|
|
|
24,235
|
|
|
32,022
|
|
|
42,594
|
|
|
—
|
|
|
98,851
|
|
||||||||||
Southeast Asia
|
9,855
|
|
|
6,484
|
|
|
6,991
|
|
|
—
|
|
|
23,330
|
|
|
33,918
|
|
|
20,964
|
|
|
19,374
|
|
|
—
|
|
|
74,256
|
|
||||||||||
|
$
|
127,750
|
|
|
$
|
155,979
|
|
|
$
|
117,256
|
|
|
$
|
(6,838
|
)
|
|
$
|
394,147
|
|
|
$
|
379,772
|
|
|
$
|
463,870
|
|
|
$
|
340,835
|
|
|
$
|
(20,409
|
)
|
|
$
|
1,164,068
|
|
|
Three months ended September 29, 2018
|
|
Nine months ended September 29, 2018
|
||||||||||||||||||||||||||||||||||||
(In thousands)
|
SCEM
|
|
MC
|
|
AMH
|
|
Inter-segment
|
|
Total
|
|
SCEM
|
|
MC
|
|
AMH
|
|
Inter-segment
|
|
Total
|
||||||||||||||||||||
Taiwan
|
$
|
25,436
|
|
|
$
|
34,452
|
|
|
$
|
18,745
|
|
|
$
|
—
|
|
|
$
|
78,633
|
|
|
$
|
79,653
|
|
|
$
|
80,556
|
|
|
$
|
50,942
|
|
|
$
|
—
|
|
|
$
|
211,151
|
|
United States
|
33,014
|
|
|
24,205
|
|
|
35,745
|
|
|
(7,342
|
)
|
|
85,622
|
|
|
99,543
|
|
|
65,794
|
|
|
111,089
|
|
|
(20,673
|
)
|
|
255,753
|
|
||||||||||
South Korea
|
21,088
|
|
|
18,893
|
|
|
19,858
|
|
|
—
|
|
|
59,839
|
|
|
62,206
|
|
|
58,698
|
|
|
66,407
|
|
|
—
|
|
|
187,311
|
|
||||||||||
Japan
|
12,141
|
|
|
27,479
|
|
|
12,049
|
|
|
—
|
|
|
51,669
|
|
|
40,707
|
|
|
82,016
|
|
|
35,160
|
|
|
—
|
|
|
157,883
|
|
||||||||||
China
|
18,667
|
|
|
27,360
|
|
|
12,263
|
|
|
—
|
|
|
58,290
|
|
|
50,373
|
|
|
56,417
|
|
|
38,793
|
|
|
—
|
|
|
145,583
|
|
||||||||||
Europe
|
7,579
|
|
|
10,873
|
|
|
16,899
|
|
|
—
|
|
|
35,351
|
|
|
23,345
|
|
|
30,963
|
|
|
49,859
|
|
|
—
|
|
|
104,167
|
|
||||||||||
Southeast Asia
|
13,309
|
|
|
8,216
|
|
|
7,668
|
|
|
—
|
|
|
29,193
|
|
|
40,486
|
|
|
20,894
|
|
|
25,627
|
|
|
—
|
|
|
87,007
|
|
||||||||||
|
$
|
131,234
|
|
|
$
|
151,478
|
|
|
$
|
123,227
|
|
|
$
|
(7,342
|
)
|
|
$
|
398,597
|
|
|
$
|
396,313
|
|
|
$
|
395,338
|
|
|
$
|
377,877
|
|
|
$
|
(20,673
|
)
|
|
$
|
1,148,855
|
|
•
|
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 affect certain costs such as incentive compensation and commissions, which are highly variable in nature. The Company’s sales are subject to the effects of industry cyclicality, technological change, substantial competition, pricing pressures and foreign currency fluctuations.
|
•
|
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), domestic and international competition, 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 expenses, 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
|
|
Nine months ended
|
|||||||||||||||||||||||||||||||
(Dollars in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
June 29, 2019
|
|
September 28, 2019
|
|
September 29, 2018
|
|||||||||||||||||||||||||
Net sales
|
$
|
394,147
|
|
|
100.0
|
%
|
|
$
|
398,597
|
|
|
100.0
|
%
|
|
$
|
378,874
|
|
|
100.0
|
%
|
|
$
|
1,164,068
|
|
|
100.0
|
%
|
|
$
|
1,148,855
|
|
|
100.0
|
%
|
Cost of sales
|
223,797
|
|
|
56.8
|
|
|
216,881
|
|
|
54.4
|
|
|
212,600
|
|
|
56.1
|
|
|
650,051
|
|
|
55.8
|
|
|
608,764
|
|
|
53.0
|
|
|||||
Gross profit
|
170,350
|
|
|
43.2
|
|
|
181,716
|
|
|
45.6
|
|
|
166,274
|
|
|
43.9
|
|
|
514,017
|
|
|
44.2
|
|
|
540,091
|
|
|
47.0
|
|
|||||
Selling, general and administrative expenses
|
71,232
|
|
|
18.1
|
|
|
62,358
|
|
|
15.6
|
|
|
64,150
|
|
|
16.9
|
|
|
217,636
|
|
|
18.7
|
|
|
185,827
|
|
|
16.2
|
|
|||||
Engineering, research and development expenses
|
31,173
|
|
|
7.9
|
|
|
29,964
|
|
|
7.5
|
|
|
30,624
|
|
|
8.1
|
|
|
90,788
|
|
|
7.8
|
|
|
87,781
|
|
|
7.6
|
|
|||||
Amortization of intangible assets
|
15,152
|
|
|
3.8
|
|
|
21,419
|
|
|
5.4
|
|
|
16,591
|
|
|
4.4
|
|
|
50,400
|
|
|
4.3
|
|
|
45,102
|
|
|
3.9
|
|
|||||
Operating income
|
52,793
|
|
|
13.4
|
|
|
67,975
|
|
|
17.1
|
|
|
54,909
|
|
|
14.5
|
|
|
155,193
|
|
|
13.3
|
|
|
221,381
|
|
|
19.3
|
|
|||||
Interest expense
|
11,388
|
|
|
2.9
|
|
|
7,987
|
|
|
2.0
|
|
|
11,315
|
|
|
3.0
|
|
|
33,587
|
|
|
2.9
|
|
|
24,442
|
|
|
2.1
|
|
|||||
Interest income
|
(1,172
|
)
|
|
(0.3
|
)
|
|
(309
|
)
|
|
(0.1
|
)
|
|
(1,623
|
)
|
|
(0.4
|
)
|
|
(4,020
|
)
|
|
(0.3
|
)
|
|
(2,613
|
)
|
|
(0.2
|
)
|
|||||
Other expense (income), net
|
934
|
|
|
0.2
|
|
|
810
|
|
|
0.2
|
|
|
(122,015
|
)
|
|
(32.2
|
)
|
|
(121,329
|
)
|
|
(10.4
|
)
|
|
4,826
|
|
|
0.4
|
|
|||||
Income before income taxes
|
41,643
|
|
|
10.6
|
|
|
59,487
|
|
|
14.9
|
|
|
167,232
|
|
|
44.1
|
|
|
246,955
|
|
|
21.2
|
|
|
194,726
|
|
|
16.9
|
|
|||||
Income tax expense
|
876
|
|
|
0.2
|
|
|
11,427
|
|
|
2.9
|
|
|
43,235
|
|
|
11.4
|
|
|
49,533
|
|
|
4.3
|
|
|
34,755
|
|
|
3.0
|
|
|||||
Net income
|
$
|
40,767
|
|
|
10.3
|
%
|
|
$
|
48,060
|
|
|
12.1
|
%
|
|
$
|
123,997
|
|
|
32.7
|
%
|
|
$
|
197,422
|
|
|
17.0
|
%
|
|
$
|
159,971
|
|
|
13.9
|
%
|
|
Three months ended
|
|
|
|||||
|
September 28, 2019
|
|
September 29, 2018
|
|
Percentage increase (decrease) in sales
|
|||
Taiwan
|
19
|
%
|
|
20
|
%
|
|
(5
|
)%
|
North America
|
25
|
%
|
|
21
|
%
|
|
18
|
%
|
South Korea
|
17
|
%
|
|
15
|
%
|
|
10
|
%
|
Japan
|
12
|
%
|
|
13
|
%
|
|
(7
|
)%
|
China
|
13
|
%
|
|
15
|
%
|
|
(13
|
)%
|
Europe
|
8
|
%
|
|
9
|
%
|
|
(14
|
)%
|
Southeast Asia
|
6
|
%
|
|
7
|
%
|
|
(20
|
)%
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
June 29, 2019
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||||
Specialty Chemicals and Engineered Materials
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
127,750
|
|
|
$
|
131,234
|
|
|
$
|
127,552
|
|
|
$
|
379,772
|
|
|
$
|
396,313
|
|
Segment profit
|
17,074
|
|
|
31,210
|
|
|
24,000
|
|
|
65,505
|
|
|
98,859
|
|
|||||
Microcontamination Control
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
155,979
|
|
|
151,478
|
|
|
150,185
|
|
|
463,870
|
|
|
395,338
|
|
|||||
Segment profit
|
46,792
|
|
|
42,448
|
|
|
43,126
|
|
|
137,241
|
|
|
119,973
|
|
|||||
Advanced Materials Handling
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
117,256
|
|
|
123,227
|
|
|
107,515
|
|
|
340,835
|
|
|
377,877
|
|
|||||
Segment profit
|
17,077
|
|
|
22,226
|
|
|
15,043
|
|
|
54,487
|
|
|
73,231
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
(In thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Net sales
|
$
|
394,147
|
|
|
$
|
398,597
|
|
|
$
|
1,164,068
|
|
|
$
|
1,148,855
|
|
Net income
|
$
|
40,767
|
|
|
$
|
48,060
|
|
|
$
|
197,422
|
|
|
$
|
159,971
|
|
Adjustments to net income
|
|
|
|
|
|
|
|
||||||||
Income tax expense
|
876
|
|
|
11,427
|
|
|
49,533
|
|
|
34,755
|
|
||||
Interest expense
|
11,388
|
|
|
7,987
|
|
|
33,587
|
|
|
24,442
|
|
||||
Interest income
|
(1,172
|
)
|
|
(309
|
)
|
|
(4,020
|
)
|
|
(2,613
|
)
|
||||
Other expense (income), net
|
934
|
|
|
810
|
|
|
(121,329
|
)
|
|
4,826
|
|
||||
GAAP – Operating income
|
52,793
|
|
|
67,975
|
|
|
155,193
|
|
|
221,381
|
|
||||
Charge for fair value write-up of acquired inventory sold
|
4,483
|
|
|
3,281
|
|
|
7,333
|
|
|
3,489
|
|
||||
Deal costs
|
4,891
|
|
|
—
|
|
|
25,191
|
|
|
5,121
|
|
||||
Integration costs
|
2,398
|
|
|
752
|
|
|
6,582
|
|
|
1,949
|
|
||||
Loss on sale of subsidiary
|
—
|
|
|
466
|
|
|
—
|
|
|
466
|
|
||||
Severance and restructuring costs
|
8,503
|
|
|
—
|
|
|
12,494
|
|
|
—
|
|
||||
Amortization of intangible assets
|
15,152
|
|
|
21,419
|
|
|
50,400
|
|
|
45,102
|
|
||||
Adjusted operating income
|
88,220
|
|
|
93,893
|
|
|
257,193
|
|
|
277,508
|
|
||||
Depreciation
|
19,306
|
|
|
16,537
|
|
|
54,623
|
|
|
48,236
|
|
||||
Adjusted EBITDA
|
$
|
107,526
|
|
|
$
|
110,430
|
|
|
$
|
311,816
|
|
|
$
|
325,744
|
|
|
|
|
|
|
|
|
|
||||||||
Net income - as a % of net sales
|
10.3
|
%
|
|
12.1
|
%
|
|
17.0
|
%
|
|
13.9
|
%
|
||||
Adjusted operating income – as a % of net sales
|
22.4
|
%
|
|
23.6
|
%
|
|
22.1
|
%
|
|
24.2
|
%
|
||||
Adjusted EBITDA – as a % of net sales
|
27.3
|
%
|
|
27.7
|
%
|
|
26.8
|
%
|
|
28.4
|
%
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
(In thousands, except per share data)
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Net income
|
$
|
40,767
|
|
|
$
|
48,060
|
|
|
$
|
197,422
|
|
|
$
|
159,971
|
|
Adjustments to net income
|
|
|
|
|
|
|
|
||||||||
Charge for fair value write-up of acquired inventory sold
|
4,483
|
|
|
3,281
|
|
|
7,333
|
|
|
3,489
|
|
||||
Deal costs
|
4,891
|
|
|
—
|
|
|
25,602
|
|
|
5,121
|
|
||||
Integration costs
|
2,398
|
|
|
752
|
|
|
6,582
|
|
|
1,949
|
|
||||
Severance and restructuring costs
|
8,503
|
|
|
—
|
|
|
12,494
|
|
|
—
|
|
||||
Versum termination fee, net
|
—
|
|
|
—
|
|
|
(122,000
|
)
|
|
—
|
|
||||
Loss on sale of subsidiary
|
—
|
|
|
466
|
|
|
—
|
|
|
466
|
|
||||
Amortization of intangible assets
|
15,152
|
|
|
21,419
|
|
|
50,400
|
|
|
45,102
|
|
||||
Tax effect of legal entity restructuring
|
—
|
|
|
—
|
|
|
9,398
|
|
|
—
|
|
||||
Tax effect of adjustments to net income and certain discrete tax items1
|
(8,015
|
)
|
|
(5,797
|
)
|
|
2,274
|
|
|
(12,209
|
)
|
||||
Tax effect of Tax Cuts and Jobs Act
|
$
|
—
|
|
|
$
|
(2,560
|
)
|
|
$
|
—
|
|
|
$
|
(418
|
)
|
Non-GAAP net income
|
$
|
68,179
|
|
|
$
|
65,621
|
|
|
$
|
189,505
|
|
|
$
|
203,471
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share
|
$
|
0.30
|
|
|
$
|
0.34
|
|
|
$
|
1.45
|
|
|
$
|
1.12
|
|
Effect of adjustments to net income
|
0.20
|
|
|
0.12
|
|
|
(0.06
|
)
|
|
0.30
|
|
||||
Diluted non-GAAP earnings per common share
|
$
|
0.50
|
|
|
$
|
0.46
|
|
|
$
|
1.39
|
|
|
$
|
1.42
|
|
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
|
June 30, 2019 - August 3, 2019
|
147,200
|
$39.02
|
147,200
|
$125,597,923
|
August 4, 2019 - August 31, 2019
|
108,387
|
$41.82
|
108,387
|
$121,064,392
|
September 1, 2019 - September 28, 2019
|
102,486
|
$46.09
|
102,486
|
$116,341,259
|
Total
|
358,073
|
$41.89
|
358,073
|
$116,341,259
|
10.1
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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: October 24, 2019
|
|
/s/ Gregory B. Graves
|
|
|
Gregory B. Graves
|
|
|
Executive Vice President and Chief Financial
|
|
|
Officer (on behalf of the registrant and as
|
|
|
principal financial officer)
|
1.
|
Separation Date -- The last day of EXECUTIVE’S employment with Entegris shall be August 30, 2019 (the “Separation Date”). EXECUTIVE shall continue to receive his base salary, continue to be eligible to participate in Entegris’ employee benefits, and continue to vest in any outstanding equity awards relating to shares of Entegris common stock through the Separation Date.
|
2.
|
Benefits -- Subject to and contingent upon EXECUTIVE’S continued employment through the Separation Date and EXECUTIVE’s execution of and compliance with the terms and conditions of this Agreement, and further provided that EXECUTIVE does not revoke this Agreement as provided in Paragraph 6 below, Entegris shall provide EXECUTIVE with the following benefits.
|
(a.)
|
Effective as of the date on which the release in Paragraph 4 becomes effective: (i) all outstanding, unvested restricted stock units relating to shares of Entegris common stock that are outstanding and held by EXECUTIVE as of the Separation Date, shall vest in full, (ii) all outstanding, unvested stock options relating to shares of Entegris common stock that are outstanding and held by EXECUTIVE as of the Separation Date shall remain outstanding and eligible to vest on their regularly scheduled vesting dates, (iii) all outstanding, vested stock options relating to shares of Entegris common stock that are outstanding and held by EXECUTIVE (including those that are vested as of the Separation Date and those that vest in accordance with the immediately preceding clause (ii)) shall, once vested, remain exercisable through the earlier of the fourth anniversary of the Separation Date and the regularly scheduled expiration date of such options; (iv) all outstanding performance restricted stock units relating to shares of Entegris common stock that are outstanding and held by EXECUTIVE as of the Separation Date shall remain outstanding and shall be eligible to vest following the completion of the applicable performance period based on actual performance through the end of the performance period, prorated based on a fraction, the numerator of which is the number of days between the first day of the applicable performance period and the Separation Date and the denominator of which is 1,095, and (v) all performance restricted stock units relating to shares of Entegris common stock that are outstanding and held by EXECUTIVE as of the Separation Date that do not vest in accordance with the immediately preceding clause (iv) shall be forfeited.
|
(b.)
|
EXECUTIVE will be eligible for 6 months of Professional Search outplacement services through Lee Hecht Harrison LLC. Such outplacement services will only be provided to EXECUTIVE so long as EXECUTIVE (i) is actively and diligently cooperating with the outplacement firm, (ii) is using diligent efforts to obtain other employment, and (iii) has not yet accepted new employment. The cost for such services will be paid by Entegris directly to Lee Hecht Harrison LLC.
|
(c.)
|
Notwithstanding Entegris’ requirement that an employee must remain employed with Entegris on January 1, 2020 in order to be receive an award under the Entegris Incentive Plan for the 2019 fiscal year, Entegris will pay EXECUTIVE a pro-rata bonus for fiscal year 2019, less applicable taxes and withholdings. Such amount will be determined in Entegris’ discretion based on Entegris’ financial performance for 2019 pursuant to the Entegris Incentive Plan and will be pro-rated based on the number of days during fiscal year 2019 during which EXECUTIVE remained employed with Entegris (excluding any period during which EXECUTIVE may serve as a consultant). This pro-rata bonus will be paid at the same time that Entegris pays such bonuses to current Entegris employees, which Entegris anticipates will be in February 2020.
|
(d.)
|
Entegris shall continue to pay the employer share of EXECUTIVE’s currently elected dental insurance benefits, equal to the share of the premium paid by Entegris for active employees with similar or the same coverage, through December 31, 2019, after which EXECUTIVE will be offered COBRA continuation coverage. If enrolled, Entegris will pay the share of the premiums for dental insurance coverage to the same extent it was paying such premiums on EXECUTIVE’S behalf immediately prior to the Separation Date through December 31, 2019. EXECUTIVE is responsible for the full, unsubsidized COBRA premium beginning January 1, 2020.
|
3.
|
Accrued Payments -- EXECUTIVE will receive pay for the following: (A) EXECUTIVE’S base salary to the extent not previously paid prior to the Separation Date; (B) reimbursement for any unreimbursed business expenses properly incurred by EXECUTIVE in accordance with Entegris policy prior to the Separation Date and properly submitted for reimbursement within sixty (60) days following the Separation Date; (C) such reimbursements and benefits under Entegris’ benefit plans, if any, to which EXECUTIVE became entitled prior to the Separation Date, as determined in accordance with Entegris’ benefit plans and policies. EXECUTIVE acknowledges that EXECUTIVE will receive payment for these accrued rights within thiry (30) days following the Separation Date whether or not EXECUTIVE signs the release in Paragraph 4.
|
4.
|
Release -- In exchange for the benefits provided EXECUTIVE under Paragraph 2 of this Agreement, which EXECUTIVE acknowledges that he would not otherwise be entitled, on EXECUTIVE’S own behalf and that of his or her heirs, executors, administrators, beneficiaries, fiduciaries, personal representatives and assigns, EXECUTIVE hereby fully, forever, irrevocably and unconditionally released, remises and discharges Entegris, its
|
5.
|
Acknowledgement of Full Payment -- EXECUTIVE acknowledges and agrees that the payments provided under Paragraph 2 of this Agreement (other than payment of expenses) are in complete satisfaction of any and all compensation due to EXECUTIVE from Entegris, whether for services provided to Entegris or otherwise, through the Separation Date and that, except as expressly provided under this Agreement, no further compensation is owed to EXECUTIVE.
|
6.
|
Review and Rescission Periods -- EXECUTIVE acknowledges that he has been provided a period of up to twenty-one (21) days in which to consider this Agreement. Once this Agreement is executed, EXECUTIVE may rescind the Agreement, within seven (7) calendar days following the date of signature. To be effective, any rescission within the relevant time periods must be in writing and delivered to Entegris in care of the General Counsel. If sent by mail, any rescission must be postmarked within the relevant time period, must be properly addressed, and must be sent by certified mail, return receipt requested. The benefits described in Paragraph 2 shall not commence or be provided to Executive until this Agreement becomes effective. If EXECUTIVE does not rescind this Agreement, then, at the expiration of such seven (7) day period, this Agreement will take effect as a legally-binding agreement between EXECUTIVE and Entegris on the basis set forth above.
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7.
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Continuing Obligations -- EXECUTIVE acknowledges and reaffirms EXECUTIVE’s confidentiality and non-disclosure obligations not to use or disclose any and all non-public information concerning Entegris that EXECUTIVE acquired during the course of EXECUTIVE’s employment with Entegris, including any non-public information concerning Entegris’ business affairs, business prospects, and financial condition, except as otherwise permitted by Paragraph 10 below.
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8.
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Non-Admission -- Nothing in this Agreement is intended to be nor will it be used as an admission of liability by either party that there has been any violation of state or federal law, employment practice or any other matter.
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9.
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Non-Disparagement -- EXECUTIVE agrees that, to the extent permitted by law and except as otherwise permitted by Paragraph 10 below, EXECUTIVE will not, in public or private, make any false, disparaging, derogatory or defamatory statements, online (including, without limitation, on any social media, networking, or employer review site) or otherwise,
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10.
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Scope of Disclosure Restrictions -- Regardless of whether or not this Agreement becomes binding, nothing in this Agreement or elsewhere prohibits EXECUTIVE from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing information to government agencies or participating in government agency investigations or proceedings. EXECUTIVE is not required to notify Entegris of any such communications; provided, however, that nothing herein authorizes the disclosure of information EXECUTIVE obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding EXECUTIVE’s confidentiality and nondisclosure obligations, EXECUTIVE is hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”
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11.
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Return of Entegris Documents and Other Property -- In signing this Agreement, EXECUTIVE represents and warrants that, as of the Separation Date, EXECUTIVE has returned to Entegris any and all documents, materials and information (whether in hardcopy, on electronic media or otherwise) related to business of Entegris or any of its affiliates and all keys, access cards, credit cards, laptops, computer hardware and software, storage devices (flash drives, thumb drives, etc.), tablets, smartphones, telephones and telephone-related equipment and all other property of Entegris and its affiliates in his/her possession or control. Further, EXECUTIVE represents and warrants that EXECUTIVE has not retained any copy of any documents, materials or information of Entegris or any of its affiliates (whether in hardcopy, on electronic media or otherwise). Recognizing that his/her employment with Entegris has ended, EXECUTIVE agrees that EXECUTIVE will not, for any purpose, attempt to access or use any Entegris computer or computer network or system. Further, EXECUTIVE acknowledges that he has disclosed to Entegris all passwords necessary or desirable to enable Entegris to access all information which EXECUTIVE has password-protected on any of its computer equipment or on its computer network or system.
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12.
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Non-Compete -- EXECUTIVE acknowledges that during the course of employment with Entegris, EXECUTIVE had access to confidential information, which, if disclosed, would assist
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13.
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Breach -- In the event of a breach of any of lawful provision of the Agreement by EXECUTIVE, Entegris will be entitled to cease making any payments described in Paragraph 2 and to terminate any unvested performance restricted stock units and stock options. Such a breach will result in the disgorgement of the payments and benefits described in Paragraph 2 of this Agreement by EXECUTIVE, in addition to any and all other rights or remedies Entegris may have at law or in equity (including, with respect to a breach of Paragraphs 9 or 12, injunctive relief); provided, however, that for purposes of this Paragraph 13, EXECUTIVE’s challenge to the validity of an ADEA waiver shall not constitute a breach of this Agreement.
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14.
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Governing Law -- This Agreement will be construed and interpreted in accordance with the laws of the Commonwealth of Massachusetts and may be pleaded as a full and complete defense to any action, suit, or proceeding relating to EXECUTIVE’s employment with Entegris.
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15.
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Other Provisions -- A waiver of any breach of or failure to comply fully with any provision of this Agreement by either party shall not operate or be construed as a waiver of any subsequent breach thereof or failure to comply. If any portion or provision of this Agreement shall to any extent be deemed invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted. To avoid any possible misunderstanding, Entegris intends this Agreement to be a comprehensive statement of the terms of EXECUTIVE’s separation. This Agreement supersedes any prior understanding or statement made to EXECUTIVE by Entegris regarding arrangements with Entegris for the period after EXECUTIVE’s separation. Any modifications of the terms set forth in this
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16.
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Resignation; Entegris Affiliation -- EXECUTIVE hereby resigns from all positions and offices held by Executive with Entegris and its subsidiaries effective as of the Separation Date and agrees to execute all such other documents and form in connection with EXECUTIVE’S resignation as may be requested by Entegris. EXECUTIVE agrees that, following the Separation Date, EXECUTIVE will not hold himself/herself out as an officer, employee, or otherwise as a representative of Entegris.
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17.
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Cooperation -- EXECUTIVE agrees that, to the extent permitted by law, EXECUTIVE shall cooperate fully with Entegris in the investigation, defense or prosecution of any claims or actions which already have been brought, are currently pending, or which may be brought in the future against Entegris by a third party or by or on behalf of Entegris against any third party, whether before a state or federal court, any state or federal government agency, or a mediator or arbitrator. EXECUTIVE’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with Entegris’ counsel, at reasonable times and locations designated by Entegris, to investigate or prepare Entegris’ claims or defenses, to prepare for trial or discovery or an administrative hearing, mediation, arbitration or other proceeding and to act as a witness when requested by Entegris. EXECUTIVE further agrees that, to the extent permitted by law, EXECUTIVE will notify Entegris promptly in the event that EXECUTIVE is served with a subpoena (other than a subpoena issued by a government agency), or in the event that EXECUTIVE is asked to provide a third party (other than a government agency) with information concerning any actual or potential complaint or claim against Entegris.
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18.
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Consulting Period – Commencing on the Separation Date and ending on December 31, 2019 (the “Consulting Term”), EXECUTIVE will provide services to Entegris as a consultant, reporting to members of the Executive Leadership Team of Entegris. EXECUTIVE agrees to be available to perform EXECUTIVE’S consulting services during normal business hours, at times and on schedules that reasonably accommodate EXECUTIVE’S other personal or business activities. During the Consulting Term, EXECUTIVE shall receive a monthly consulting fee equal to $39,333.25 (the “Consulting Fee”), payable in cash in arrears, with the first payment for the month of September, 2019 to be paid in October, 2019. During the Consulting Term, (a) EXECUTIVE will not be entitled to participate in any compensation and benefit plans, programs and arrangements of Entegris and its subsidiaries, and EXECUTIVE will not make any claim of entitlement under any such plan, program or arrangement on the basis of providing the consulting services; provided that this does not supersede or otherwise affect EXECUTIVE’S right to continued medical, dental or group health benefits following the Separation Date pursuant to COBRA or as otherwise set forth herein, (b) EXECUTIVE will operate at all times as an independent contractor of Entegris and nothing herein shall be construed as creating an employer/employee relationship and (c) as an independent contractor, notwithstanding anything herein to the contrary, EXECUTIVE will be responsible for the payment of all taxes required to be paid with respect to the
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19.
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Voluntary Assent -- This Agreement, including the release of claims set forth above, creates legally binding obligations and Entegris advises EXECUTIVE to consult an attorney before signing this Agreement. In signing this Agreement, EXECUTIVE gives Entegris assurance that EXECUTIVE has signed it voluntarily and with a full understanding of its terms; that EXECUTIVE has had sufficient opportunity, before signing this Agreement, to consider its terms and has been advised to consult with an attorney, if EXECUTIVE wished to do so, and that, in signing this Agreement, EXECUTIVE has not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
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20.
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Tax Acknowledgment -- In connection with the benefits provided to EXECUTIVE pursuant to this Agreement, Entegris shall withhold and remit to the tax authorities the amounts required under applicable law, and EXECUTIVE shall be responsible for all applicable taxes with respect to such benefits under applicable law. EXECUTIVE acknowledges that he is not relying upon the advice or representation of Entegris with respect to the tax treatment of any of the benefits set forth in this Agreement.
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21.
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Expiration -- This Agreement must be signed and returned to Entegris no later than September 23, 2019, but no earlier than the Separation Date. If EXECUTIVE does not sign and return the Agreement by such date, the Agreement shall expire.
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Date: 8/27/2019
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/s/ Gregory Marshall
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Gregory Marshall
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Date: 8/27/2019
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ENTEGRIS, INC.
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By /s/ Susan Rice
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Title Susan Rice, SVP, HR
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1.
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I have reviewed this Report on Form 10-Q of Entegris, Inc.;
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2.
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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;
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3.
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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;
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4.
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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.
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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):
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Date: October 24, 2019
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/s/ Bertrand Loy
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Bertrand Loy
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Chief Executive Officer
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(Principal Executive Officer)
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1.
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I have reviewed this Report on Form 10-Q of Entegris, Inc.;
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2.
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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;
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3.
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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;
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4.
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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.
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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):
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Date: October 24, 2019
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/s/ Gregory B. Graves
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Gregory B. Graves
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Chief Financial Officer
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(Principal Financial Officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: October 24, 2019
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/s/ Bertrand Loy
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Bertrand Loy
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Chief Executive Officer
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/s/ Gregory B. Graves
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Gregory B. Graves
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Chief Financial Officer
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