XML 51 R37.htm IDEA: XBRL DOCUMENT
v3.8.0.1

Acquisitions and Dispositions (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2017
Newport [Member] |
Summary of Purchase Price | The purchase price of Newport consisted of the following:
Cash paid for outstanding shares(1) |  | $ | 905,254 |
Settlement of share-based compensation awards(2) |  |  | 8,824 |
Cash paid for Newport debt(3) |  |  | 93,200 |
Total purchase price |  | $ | 1,007,278 |
Less: cash and cash equivalents acquired |  |  | (61,463 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 945,815 |
(1) | Represents cash paid of $23.00 per share for approximately 39,359,000 shares of Newport common stock, without interest and subject to a deduction for any required withholding tax.
(2) | Represents the vested but unissued portion of Newport share-based compensation awards as of the acquisition date of April 29, 2016.
(3) | Represents the cash paid for the outstanding balance of Newport’s senior secured revolving credit agreement.
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed at the date of the Newport Merger:
Current assets (including cash) |  | $ | 186,137 |
Inventory |  |  | 142,714 |
Intangible assets |  |  | 404,506 |
Goodwill |  |  | 396,027 |
Property, plant and equipment |  |  | 119,932 |
Long-term assets |  |  | 22,725 |
Total assets acquired |  |  | 1,272,041 |
Current liabilities |  |  | 95,156 |
Intangible liability |  |  | 4,302 |
Other long-term liabilities |  |  | 165,305 |
Total liabilities assumed |  |  | 264,763 |
Fair value of assets acquired and liabilities assumed |  |  | 1,007,278 |
Less: cash and cash equivalents acquired |  |  | (61,463 | )
Total purchase price, net of cash and cash equivalents acquired |  | $ | 945,815 |
Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives | The following table reflects the allocation of the acquired intangible assets and liabilities and related estimate of useful lives:
Order backlog |  | $ | 12,100 |  |  |  | 1 year |
Customer relationships |  |  | 247,793 |  |  |  | 6-18 years |
Trademarks and trade names |  |  | 55,900 |  |  |  | Indefinite |
Developed technology |  |  | 75,386 |  |  |  | 4-8 years |
In-process research and development |  |  | 6,899 |  |  |  | Undefined(1) |
Leasehold interest (favorable) |  |  | 6,428 |  |  |  | 4-5 years |
Total intangible assets |  | $ | 404,506 |  |  |  |  |
Leasehold interest (unfavorable) |  | $ | 4,302 |  |  |  |  |
(1) | The useful lives of in-process research and development will be defined in the future upon further evaluation of the status of these programs.
Schedule of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information presents the combined results of operations of the Company as if the Newport Merger had occurred on January 1, 2015. The unaudited pro forma financial information is not necessarily indicative of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company.
|  | Years Ended December 31, |
|  | 2016 |  |  | 2015 |
Total net revenues |  | $ | 1,475,637 |  |  | $ | 1,412,748 |
Net income |  |  | 111,076 |  |  |  | 69,096 |
Net income per share: |  |  |  |  |  |  |  |
Basic |  | $ | 2.08 |  |  | $ | 1.30 |
Diluted |  | $ | 2.06 |  |  | $ | 1.29 |
Precisive, LLC [Member] |
Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the Precisive acquisition:
Current assets |  | $ | 693 |
Non-current assets |  |  | 18 |
Intangible assets |  |  | 5,110 |
Goodwill |  |  | 7,042 |
Total assets acquired |  |  | 12,863 |
Total current liabilities assumed |  |  | 343 |
Fair value of asset acquired and liabilities assumed |  |  | 12,520 |
Less: cash acquired |  |  | (435 | )
Total purchase price, net of cash acquired |  | $ | 12,085 |
Allocation of Acquired Intangible Assets and Related Estimates of Useful Lives | Substantially all of the purchase price is deductible for tax purposes. The following table reflects the allocation of the acquired intangible assets and related estimates of useful lives. These acquired intangibles will be amortized on a straight-line basis, which approximates the pattern of use.
Order backlog |  | $ | 50 |  |  | 18 months
Customer relationships |  |  | 1,430 |  |  | 8 years
Exclusive patent license |  |  | 2,600 |  |  | 10 years
Trade names |  |  | 210 |  |  | 10 years
Developed technology |  |  | 820 |  |  | 10 years
Total intangible assets |  | $ | 5,110 |  |  |

X
- Definition Schedule of allocation of purchase price. + References No definition available. + Details
Name: | mksi_ScheduleOfAllocationOfPurchasePriceTableTextBlock
Namespace Prefix: | mksi_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2)-(3) -URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 + Details
Name: | us-gaap_ScheduleOfFiniteLivedIntangibleAssetsAcquiredAsPartOfBusinessCombinationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | us-gaap_BusinessAcquisitionAxis=mksi_NewportCorporationMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_BusinessAcquisitionAxis=mksi_PrecisiveLLCMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |