Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 28, 2019 | Jul. 26, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 28, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | UCTT | |
Entity Registrant Name | Ultra Clean Holdings, Inc. | |
Entity Central Index Key | 0001275014 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-27 | |
Entity Filer Category | Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity File Number | 000-50646 | |
Entity Tax Identification Number | 611430858 | |
Entity Address, Address Line One | 26462 Corporate Avenue | |
Entity Address, City or Town | Hayward | |
Entity Address, State or Province | California | |
Entity Address, Postal Zip Code | 94545 | |
City Area Code | 510 | |
Local Phone Number | 576-4400 | |
Entity Common Stock, Shares Outstanding | 39,545,331 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 168,128 | $ 144,145 |
Accounts receivable, net of allowance of $267 and $123, respectively | 98,306 | 106,956 |
Inventories | 164,055 | 186,116 |
Prepaid expenses and other | 24,102 | 25,708 |
Total current assets | 454,591 | 462,925 |
Property and equipment, net | 144,505 | 143,459 |
Goodwill | 166,654 | 150,226 |
Purchased intangibles, net | 190,500 | 193,507 |
Deferred tax assets, net | 12,244 | 10,167 |
Operating lease right-of-use assets | 34,721 | |
Other non-current assets | 5,743 | 5,193 |
Total assets | 1,008,958 | 965,477 |
Current liabilities: | ||
Bank borrowings | 7,203 | 9,671 |
Accounts payable | 97,288 | 99,011 |
Accrued compensation and related benefits | 19,198 | 15,846 |
Operating lease liabilities | 11,295 | |
Other current liabilities | 19,985 | 14,770 |
Total current liabilities | 154,969 | 139,298 |
Bank borrowings, net of current portion | 330,895 | 331,549 |
Deferred tax liability | 21,449 | 15,834 |
Operating lease liabilities | 25,656 | |
Other non-current liabilities | 21,501 | 27,808 |
Total liabilities | 554,470 | 514,489 |
Commitments and contingencies (See Note 11) | ||
Stockholders’ equity: | ||
Preferred stock — $0.001 par value, 10,000,000 authorized; none outstanding | ||
Common stock — $0.001 par value, 90,000,000 authorized; 39,536,762 and 39,065,935 shares issued and outstanding, in 2019 and 2018, respectively | 40 | 40 |
Additional paid-in capital | 294,932 | 290,424 |
Common shares held in treasury, at cost, 601,944 shares in 2019 and 2018 | (3,337) | (3,337) |
Retained earnings | 150,121 | 149,718 |
Accumulated other comprehensive loss | (2,655) | (547) |
Ultra Clean Holdings, Inc. stockholders' equity | 439,101 | 436,298 |
Noncontrolling interest | 15,387 | 14,690 |
Total stockholders’ equity | 454,488 | 450,988 |
Total liabilities and stockholders’ equity | $ 1,008,958 | $ 965,477 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 29, 2019 | Dec. 28, 2018 |
Statement Of Financial Position [Abstract] | ||
Account receivable, allowance | $ 267 | $ 123 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 39,536,762 | 39,065,935 |
Common stock, shares outstanding | 39,536,762 | 39,065,935 |
Treasury stock, shares | 601,944 | 601,944 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 265,367 | $ 290,213 | $ 525,508 | $ 605,055 |
Cost of goods sold | 217,198 | 244,148 | 432,542 | 510,186 |
Gross profit | 48,169 | 46,065 | 92,966 | 94,869 |
Operating expenses: | ||||
Research and development | 3,921 | 2,915 | 7,352 | 5,944 |
Sales and marketing | 5,366 | 3,630 | 10,761 | 7,435 |
General and administrative | 29,911 | 16,856 | 57,702 | 31,918 |
Total operating expenses | 39,198 | 23,401 | 75,815 | 45,297 |
Income from operations | 8,971 | 22,664 | 17,151 | 49,572 |
Interest and other income (expense), net | (6,390) | (809) | (11,709) | (483) |
Income before income tax provision | 2,581 | 21,855 | 5,442 | 49,089 |
Income tax provision | 2,835 | 2,895 | 4,342 | 5,388 |
Net income (loss) | (254) | 18,960 | 1,100 | 43,701 |
Net income (loss) attributable to noncontrolling interest | (52) | 697 | ||
Net income (loss) attributable to Ultra Clean Holdings, Inc. | $ (202) | $ 18,960 | $ 403 | $ 43,701 |
Net income (loss) per share attributable to Ultra Clean Holdings, Inc. common stockholders: | ||||
Basic | $ (0.01) | $ 0.49 | $ 0.01 | $ 1.16 |
Diluted | $ (0.01) | $ 0.48 | $ 0.01 | $ 1.14 |
Shares used in computing net income (loss) per share: | ||||
Basic | 39,399 | 38,802 | 39,261 | 37,763 |
Diluted | 39,399 | 39,297 | 39,556 | 38,418 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (254) | $ 18,960 | $ 1,100 | $ 43,701 |
Other comprehensive income (loss): | ||||
Change in cumulative translation adjustment | (1,287) | (799) | (2,154) | (463) |
Cash flow hedges: | ||||
Change in fair value of derivatives | 77 | (71) | 92 | (62) |
Adjustment for net loss realized and included in net income (loss) | (22) | (24) | (46) | (910) |
Total change in unrealized gain (loss) on derivative instruments | 55 | (95) | 46 | (972) |
Other comprehensive loss, net of tax | (1,232) | (894) | (2,108) | (1,435) |
Comprehensive income (loss) | (1,486) | 18,066 | (1,008) | 42,266 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | (52) | 697 | ||
Comprehensive income (loss) attributable to Ultra Clean Holdings, Inc. | $ (1,434) | $ 18,066 | $ (1,705) | $ 42,266 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interests [Member] |
Beginning balance at Dec. 29, 2017 | $ 300,305 | $ 34 | $ 185,302 | $ 113,122 | $ 1,847 | |
Beginning balance, Shares at Dec. 29, 2017 | 33,664,940 | |||||
Issuance under employee stock plans, Shares | 387,071 | |||||
Amortization of stock-based compensation | 2,566 | 2,566 | ||||
Employees’ taxes paid upon vesting of restricted stock units | (1,862) | (1,862) | ||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (92,410) | |||||
Issuance of common stock in public offering | 94,327 | $ 5 | 94,322 | |||
Issuance of common stock in public offering, Shares | 4,761,905 | |||||
Net income (loss) | 24,741 | 24,741 | ||||
Other comprehensive loss | (541) | (541) | ||||
Ending balance at Mar. 30, 2018 | 419,536 | $ 39 | 280,328 | 137,863 | 1,306 | |
Ending balance, Shares at Mar. 30, 2018 | 38,721,506 | |||||
Beginning balance at Dec. 29, 2017 | 300,305 | $ 34 | 185,302 | 113,122 | 1,847 | |
Beginning balance, Shares at Dec. 29, 2017 | 33,664,940 | |||||
Net income (loss) | 43,701 | |||||
Ending balance at Jun. 29, 2018 | 439,327 | $ 39 | 282,053 | 156,823 | 412 | |
Ending balance, Shares at Jun. 29, 2018 | 38,926,652 | |||||
Beginning balance at Mar. 30, 2018 | 419,536 | $ 39 | 280,328 | 137,863 | 1,306 | |
Beginning balance, Shares at Mar. 30, 2018 | 38,721,506 | |||||
Issuance under employee stock plans | 144 | 144 | ||||
Issuance under employee stock plans, Shares | 248,489 | |||||
Amortization of stock-based compensation | 2,337 | 2,337 | ||||
Employees’ taxes paid upon vesting of restricted stock units | (756) | (756) | ||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (43,343) | |||||
Net income (loss) | 18,960 | 18,960 | ||||
Other comprehensive loss | (894) | (894) | ||||
Ending balance at Jun. 29, 2018 | 439,327 | $ 39 | 282,053 | 156,823 | 412 | |
Ending balance, Shares at Jun. 29, 2018 | 38,926,652 | |||||
Beginning balance at Dec. 28, 2018 | 450,988 | $ 40 | 287,087 | 149,718 | (547) | $ 14,690 |
Beginning balance, Shares at Dec. 28, 2018 | 39,065,935 | |||||
Issuance under employee stock plans, Shares | 296,142 | |||||
Amortization of stock-based compensation | 2,913 | 2,913 | ||||
Employees’ taxes paid upon vesting of restricted stock units | (850) | (850) | ||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (73,840) | |||||
Net income (loss) | 1,354 | 605 | 749 | |||
Other comprehensive loss | (876) | (876) | ||||
Ending balance at Mar. 29, 2019 | 453,529 | $ 40 | 289,150 | 150,323 | (1,423) | 15,439 |
Ending balance, Shares at Mar. 29, 2019 | 39,288,237 | |||||
Beginning balance at Dec. 28, 2018 | 450,988 | $ 40 | 287,087 | 149,718 | (547) | 14,690 |
Beginning balance, Shares at Dec. 28, 2018 | 39,065,935 | |||||
Net income (loss) | 1,100 | |||||
Ending balance at Jun. 28, 2019 | 454,488 | $ 40 | 291,595 | 150,121 | (2,655) | 15,387 |
Ending balance, Shares at Jun. 28, 2019 | 39,536,762 | |||||
Beginning balance at Mar. 29, 2019 | 453,529 | $ 40 | 289,150 | 150,323 | (1,423) | 15,439 |
Beginning balance, Shares at Mar. 29, 2019 | 39,288,237 | |||||
Issuance under employee stock plans | 125 | 125 | ||||
Issuance under employee stock plans, Shares | 296,549 | |||||
Amortization of stock-based compensation | 2,864 | 2,864 | ||||
Employees’ taxes paid upon vesting of restricted stock units | (544) | (544) | ||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (48,024) | |||||
Net income (loss) | (254) | (202) | (52) | |||
Other comprehensive loss | (1,232) | (1,232) | ||||
Ending balance at Jun. 28, 2019 | $ 454,488 | $ 40 | $ 291,595 | $ 150,121 | $ (2,655) | $ 15,387 |
Ending balance, Shares at Jun. 28, 2019 | 39,536,762 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 28, 2019 | Jun. 29, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 1,100 | $ 43,701 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities (excluding assets acquired and liabilities assumed): | ||
Depreciation and amortization | 10,417 | 2,917 |
Amortization of finite-lived intangibles | 9,907 | 2,195 |
Amortization of debt issuance costs | 901 | 76 |
Stock-based compensation | 5,777 | 4,920 |
Change in the fair value of financial instruments | 52 | (228) |
Loss (gain) on the disposal of assets and business | (274) | 201 |
Changes in assets and liabilities: | ||
Accounts receivable | 10,001 | (8,758) |
Inventories | 32,362 | 7,766 |
Prepaid expenses and other current assets | 3,705 | (3,558) |
Deferred income taxes | (2,077) | (113) |
Other non-current assets | (566) | (313) |
Accounts payable | (4,704) | (59,490) |
Accrued compensation and related benefits | 3,358 | (1,332) |
Income taxes payable | (2,206) | (3,933) |
Other liabilities | 264 | 3,903 |
Net cash provided by (used in) operating activities | 68,017 | (12,046) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,750) | (9,666) |
Acquisition of Dynamic Manufacturing Solutions, LLC | (29,873) | |
Proceeds from sale of equipment | 458 | |
Net cash used in investing activities | (36,165) | (9,666) |
Cash flows from financing activities: | ||
Proceeds from bank borrowings | 28,112 | 21,886 |
Proceeds from issuance of common stock | 125 | 94,454 |
Payments on bank borrowings and finance leases | (32,389) | (19,148) |
Employees’ taxes paid upon vesting of restricted stock units | (1,394) | (2,618) |
Net cash provided by (used in) financing activities | (5,546) | 94,574 |
Effect of exchange rate changes on cash and cash equivalents | (2,323) | (22) |
Net increase in cash and cash equivalents | 23,983 | 72,840 |
Cash and cash equivalents at beginning of period | 144,145 | 68,306 |
Cash and cash equivalents at end of period | 168,128 | 141,146 |
Supplemental cash flow information: | ||
Income taxes paid | 8,661 | 9,200 |
Income tax refunds | 37 | 43 |
Interest paid | 12,324 | 942 |
Non-cash activities: | ||
Operating lease right-of-use assets | 35,633 | |
Operating lease liabilities | 38,493 | |
Fair value of earn-out payment related to DMS acquisition | 1,428 | |
Property and equipment purchased included in accounts payable and other liabilities | $ 5,136 | $ 2,575 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Jun. 28, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Organization — Ultra Clean Holdings, Inc. (the “Company” or “UCT”) was founded in November 2002 for the purpose of acquiring Ultra Clean Technology Systems and Service, Inc. Ultra Clean Technology Systems and Service, Inc. was founded in 1991 by Mitsubishi Corporation and was operated as a subsidiary of Mitsubishi until November 2002, when it was acquired by UCT. UCT became a publicly traded company in March 2004. Ultra Clean Technology (Shanghai) Co., Ltd (“UCTS”) and Ultra Clean Micro-Electronics Equipment (Shanghai) Co., Ltd. (“UCME”) were established in 2005 and 2007, respectively, to facilitate the Company’s operations in China. In December 2015, UCTS merged into UCME. Ultra Clean Asia Pacific, Pte, Ltd. (Singapore) was established in fiscal year 2008 to facilitate the Company’s operations in Singapore. In July 2012, UCT acquired American Integration Technologies LLC (“AIT”) to add to the Company’s existing customer base in the semiconductor and medical spaces and to provide additional manufacturing capabilities. In February 2015, UCT acquired Marchi Thermal Systems, Inc. (“Marchi”), a designer and manufacturer of specialty heaters, thermocouples and temperature controllers. Marchi delivers flexible heating elements and thermal solutions to our customers. The Company believes heaters are increasingly critical in equipment design for the most advanced semiconductor nodes. In July 2015, UCT acquired MICONEX s.r.o. (“Miconex”), a privately-held provider of advanced precision fabrication of plastics, primarily for the semiconductor industry that was expected to expand the Company’s capabilities with existing customers. In May 2018, Marchi and Miconex changed their names to UCT Thermal Solutions, Inc. (“Thermal”) and to UCT Fluid Delivery Solutions s.r.o (“FDS”), respectively. In August 2018, the Company acquired Quantum Global Technologies, LLC (“QGT”), a provider of ultra-high purity outsourced parts cleaning, process tool part recoating, surface treatment and analytical services to the semiconductor and related industries, for a total purchase price of approximately $340.8 million. See Note 4 to the Company’s Condensed Consolidated Financial Statements for further information about the acquisitions of QGT and DMS. On April 15, 2019, the Company purchased substantially all of the assets of Dynamic Manufacturing Solutions, LLC ("DMS"), a semiconductor weldment and solutions provider, for a total purchase price of $31.4 million. Basis of Presentation — The unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). This financial information reflects all adjustments which are, in the opinion of the Company, normal, recurring and necessary for the fair financial statement presentation for the dates and periods presented. Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with GAAP, have been condensed or omitted. The Company’s December 28, 2018 balance sheet data were derived from its audited financial statements as of that date. Principles of Consolidation — The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries with the ownership interests of minority shareholders presented as noncontrolling interests. All intercompany accounts and transactions have been eliminated in consolidation. The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years. Segments — The Financial Accounting Standards Board’s (FASB) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is the Chief Executive Officer. In March 2019, the Company effected a change in the reporting of its segment financial results to better reflect the reorganization within the Company due to the acquisition of QGT. The Company now operates and reports two segments. See Note 12 to the Company’s Condensed Consolidated Financial Statements. Foreign Currency Translation and Remeasurement — FDS’ functional currency is not its local currency or the U.S. dollar. The Company remeasures the monetary assets and liabilities of FDS to its functional currency. Gains and losses from these remeasurements are recorded in interest and other income (expense), net. The Company then translates the assets and liabilities of FDS into the U.S. dollar. Gains and losses from these translations are recognized in foreign currency translation included in accumulated other comprehensive income (AOCI) within stockholders’ equity. The functional currency of the Company’s other international subsidiaries are either the U.S. dollar or their local currency. For the Company’s foreign subsidiaries where the local currency is the functional currency, we translate the financial statements of these subsidiaries to U.S. dollars using month-end exchange rates for assets and liabilities, and average rates of exchange for revenue, costs and expenses. Translation gains and losses are recorded in AOCI as a component of stockholders' equity. Use of Accounting Estimates — The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include reserves on inventory, valuation of deferred tax assets, impairment of goodwill, valuation of pension obligations and other long-lived assets. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustments. Actual amounts may differ from those estimates. Concentration of Credit Risk — Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company sells its products primarily to semiconductor capital equipment manufacturers in the United States. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral Fair Value of Measurements — The Company measures its cash equivalents and contingent earn-out liability at fair value on a recurring basis. In August 2018, the Company repaid its debt with East West Bank and as a result, the related interest rate swap contract was consequently cancelled. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. Level 3 — Unobservable inputs that are supported by little or no market activities. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy (in thousands): Fair Value Measurement at Reporting Date Using Description June 28, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Other assets: Forward contracts $ 188 $ — $ 188 $ — Other liabilities: Contingent earn-out liabilities $ 3,870 $ — $ — $ 3,870 Pension obligation $ 3,293 $ — $ — $ 3,293 Purchase obligation $ 8,500 $ — $ — $ 8,500 Fair Value Measurement at Reporting Date Using Description December 28, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Other assets: Forward contracts $ 240 $ — $ 240 $ — Other liabilities: Contingent earn-out liability $ 3,924 $ — $ — $ 3,924 Pension obligation $ 3,531 $ — $ — $ 3,531 Purchase obligation $ 8,500 $ — $ — $ 8,500 The Company’s Level 3 liabilities are incurred as a result of the QGT and DMS acquisitions. There were no transfers from Level 1 or Level 2 to Level 3. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. Qualitative information about Level 3 fair value measurements are primarily as follows (in thousands, except the range): June 28, Valuation Unobservable 2019 Techniques Input Range Contingent earn-out liability $ 3,870 Monte carlo simulation Revenue discount rate 10.0% - 15.0% Internal forecasts 7.5 % Pension obligation $ 3,293 Projected unit credit method Discount rate 2.43% - 2.74% Rate on return 1.37% - 1.78% Salary increase rate 4.42 % Purchase obligation $ 8,500 Discounted cash flow EBITDA Multiple 6.21 Following is a summary of the Level 3 activity (in thousands): Contingent earn-out liability Purchase obligation Pension obligation As of December 28, 2018 $ 3,924 $ 8,500 $ 3,531 Additions 1,428 — — Fair value adjustments (1,482 ) — (238 ) As of June 28, 2019 $ 3,870 $ 8,500 $ 3,293 Derivative Financial Instruments — The Company recognizes derivative instruments as either assets or liabilities in the accompanying Condensed Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Condensed Consolidated Statements of Operations as interest and other income (expense), net, or as a component of AOCI in the accompanying Condensed Consolidated Balance Sheets. Inventories — Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. The Company evaluates the valuation of all inventories, including raw materials, work-in-process, finished goods and spare parts on a periodic basis. Obsolete inventory or inventory in excess of management’s estimated usage is written-down to its estimated market value less costs to sell, if less than its cost. Inherent in the estimates of market value are management’s estimates related to economic trends, future demand for products, and technological obsolescence of the Company’s products. Inventory write downs inherently involve judgments as to assumptions about expected future demand and the impact of market conditions on those assumptions. Although the Company believes that the assumptions it used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs. Property and — Property and equipment are stated at cost, or, in the case of equipment under capital leases, the present value of future minimum lease payments at inception of the related lease. Depreciation and amortization are computed using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the leases. Useful lives range from three Internal use software — Direct costs incurred to develop software for internal use are capitalized and amortized over an estimated useful life of three to five years. Costs related to the design or maintenance of internal use software are expensed as incurred. Capitalized internal use software is included in computer equipment and Construction in progress — Construction in progress is related to the construction or development of property and equipment that has not yet been placed in service for their intended use and is, therefore, not depreciated. Income Taxes — The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company continued to maintain a full valuation allowance on its federal and state deferred tax amounts as of June 28, 2019. Income tax positions must meet a more likely than not recognition threshold to be recognized. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the Condensed Consolidated Statements of Operations as income tax expense. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position. Management believes that it has adequately provided for any adjustments that may result from these examinations; however, the outcome of tax audits cannot be predicted with certainty. Revenue Recognition — See Note 2 to the Company’s Condensed Consolidated Financial Statements. Research and Development Costs — Research and development costs are expensed as incurred. Net Income per Share — Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding and common equivalent shares from dilutive stock options and restricted stock using the treasury stock method, except when such shares are anti-dilutive. See Note 10 to the Company’s Condensed Consolidated Financial Statements. Business Combinations — The Company recognizes assets acquired (including goodwill and identifiable intangible assets) and liabilities assumed, and noncontrolling interests, if any, at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. Noncontrolling interests — Noncontrolling interests are recognized to reflect the portion of the equity of the majority-owned subsidiaries which is not attributable, directly or indirectly, to the controlling stockholder. Through the acquisition of QGT in August 2018, the Company’s consolidated entities include partially-owned entities through which the Company is obligated to own 86.0% of its consolidated subsidiary, Cinos Co., Ltd (“Cinos”), a Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and, through a 60.0% interest in a company, Cinos Xian Clean Technology, Ltd. (“Cinos Xian”), in China. The interest held by others in Cinos and in Cinos Xian are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. The noncontrolling interest will continue to be attributed its share of gains and losses even if that attribution results in a deficit noncontrolling interest balance. Defined Benefit Plan — QGT has a statutorily-required, noncontributory defined benefit plan covering substantially all of the employees of one of its foreign entities upon termination of their employee services. The benefits are based on expected years of service and average compensation. QGT records annual amounts relating to the defined benefit plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality rates, assumed rates of return, compensation increases, employee demographics, and turnover rates. QGT reviews its assumptions on an annual basis and makes modifications to those assumptions based on current asset returns, rates, and trends. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic costs over the future service period using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plan are reasonable based on its experience and market conditions. The net period costs are recognized as employees render the services necessary to earn the post termination benefits. Deferred Debt Issuance Costs — Debt issuance costs incurred in connection with obtaining debt financing are deferred and presented as a direct deduction from Bank Borrowings in the accompanying condensed consolidated balance sheets. Costs incurred in connection with revolving credit facilities and letter of credit facilities are deferred and presented as an offset to bank borrowings in the accompanying condensed consolidated balance sheets. Deferred costs are amortized on an effective interest method basis over the contractual term. Leases — See Note 9 to the Company’s Condensed Consolidated Financial Statements. Stock-Based Compensation Expense The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives, directors and certain employees. These equity-based awards include stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) which can be either time-based or performance-based. The Company has not granted stock options to its employees since fiscal year 2010. The Company also maintains an employee stock purchase plan that provides for the issuance of shares to all eligible employees of the Company at a discounted price. Stock-based compensation expense includes compensation costs related to estimated fair values of stock options and awards granted. The estimated fair value of the Company’s equity-based awards, net of expected forfeitures, is amortized on a straight-line basis over the awards’ vesting period, typically three years for RSUs and one year for RSAs, and is adjusted for subsequent changes in estimated forfeitures related to all equity-based awards and performance as it relates to performance-based RSUs. The Company applies the fair value recognition provisions based on the FASB’s guidance regarding stock-based compensation. Employee Stock Purchase Plan The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price. Under the ESPP, substantially all employees may purchase the Company’s common stock through payroll deductions at a price equal to 95 percent of the fair market value of the Company’s stock at the end of each applicable purchase period. Restricted Stock Units and Restricted Stock Awards The Company grants RSUs to employees and RSAs to non-employee directors as part of the Company’s long term equity compensation plan. Restricted Stock Units — RSUs are granted to employees with a per share or unit purchase price of zero dollars and either have time based or performance based vesting. RSUs typically vest over three years, subject to the employee’s continued service with the Company. For purposes of determining compensation expense related to these RSUs, the fair value is determined based on the closing market price of the Company’s common stock on the date of award. The expected cost of the grant is reflected over the service period, and is reduced for estimated forfeitures. There were 727,676 RSUs and 144,183 PSUs granted during the quarter ended June 28, 2019, with a weighted average fair value of $12.26 and $12.00, respectively. During the quarter ended March 29, 2019, the Company granted 49,192 RSUs, with a weighted average fair value of $8.98 per share. During the six months ended June 28, 2019, 121,864 vested shares were withheld to satisfy withholding tax obligations, resulting in the net issuance of 386,219 shares. As of June 28, 2019, approximately $19.0 million of stock-based compensation cost, net of estimated forfeitures, related to RSUs and PSUs remains to be amortized over a weighted average period of 2.2 years. As of June 28, 2019, a total of 2,085,333 RSUs and PSUs remain outstanding with an aggregate intrinsic value of $29.0 million and a weighted average remaining contractual term of 1.4 years. Restricted Stock Awards — As of June 28, 2019, a total of 75,213 RSAs were outstanding. The total unamortized expense of the Company’s unvested restricted stock awards as of June 28, 2019 was $0.7 million The following table summarizes the Company’s RSU, PSU and RSA activity for the six months ended June 28, 2019: Shares Aggregate Fair Value (in thousands) Unvested restricted stock units and restricted stock awards at December 28, 2018 1,777,379 $ 14,592 Granted 979,326 Vested (540,663 ) Forfeited (55,496 ) Unvested restricted stock units and restricted stock awards at June 28, 2019 2,160,546 $ 30,075 Vested and expected to vest restricted stock units and restricted stock awards at June 28, 2019 1,797,789 $ 25,025 The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Cost of sales (1) $ 566 $ 517 $ 1,204 $ 1,023 Research and development 45 10 88 71 Sales and marketing 329 193 674 396 General and administrative 1,924 1,636 3,811 3,430 2,864 2,356 5,777 4,920 Income tax benefit (3,146 ) (312 ) (4,609 ) (540 ) Stock-based compensation expense, net of tax $ (282 ) $ 2,044 $ 1,168 $ 4,380 (1) Stock-based compensation expense capitalized in inventory for the three and six months ended June 28, 2019 and June 29, 2018 was not significant. Recently Adopted Accounting Pronouncements Beginning fiscal 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, "Leases (Topic 842)" and as part of that process the Company made the following elections: • The Company did not elect to use hindsight for transition when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset. • For all asset classes, the Company elected to not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less. • For all asset classes, the Company elected to not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component. • In March 2018, the FASB approved an optional transition method that allows companies to use the effective date as the date of initial application on transition. The Company elected this transition method, and as a result, will not adjust its comparative period financial information or make the newly required lease disclosures for periods before the effective date. The Company determines if an arrangement is a lease at inception. Operating leases are included in the consolidated condensed balance sheet as right-of-use assets from operating leases, current operating lease liabilities and long-term operating lease liabilities. Finance leases are included in property, plant and equipment, current other liabilities and other non-current liabilities in the consolidated condensed balance sheet. Most of the Company’s lease agreements contain renewal options; however, the Company did not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Some of the Company’s lease agreements contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions. The Company recognizes minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. The Company amortizes this expense over the term of the lease beginning with the date of initial possession, which is the date the Company enters the leased space and begins to make improvements in preparation for its intended use. Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred. In determining right-of-use assets and lease liabilities, the Company applied a discount rate to the minimum lease payments within each lease agreement. ASC 842 requires companies to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. When the Company cannot readily determine the discount rate implicit in the lease agreement, the Company utilizes its incremental borrowing rate. For additional information on the required disclosures related to the impact of adopting this standard, see Note 9 to the consolidated condensed financial statements. Adoption of the new standard resulted in the recording of operating lease right of use assets and lease liabilities at the beginning of 2019 of $35.7 million and $38.5 million, respectively, with the difference due to deferred rent that was reclassified to the right-of-use asset value. All other |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 28, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 2. Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company assesses collectability based on the credit worthiness of the customer and past transaction history. The Company performs on-going credit evaluations of customers and generally does not require collateral from customers. The Company sells its products primarily to customers in the semiconductor capital equipment industry. The Company’s revenues are highly concentrated, and we are therefore highly dependent upon a small number of customers. Typical payment terms with our customers range from thirty to sixty days. The Company’s most significant customers (having accounted for 10% or more of sales) and their related sales as a percentage of total sales were as follows: Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Lam Research Corporation 40.8 % 61.9 % 40.3 % 64.2 % Applied Materials, Inc. 19.5 21.6 20.2 21.5 Total 60.3 % 83.5 % 60.5 % 85.7 % Three customers’ accounts receivable balances, Lam Research Corporation, Applied Materials, Inc. and ASM International, Inc., were individually greater than 10% of accounts receivable as of June 28, 2019 and December 28, 2018, in the aggregate approximately 62.3% and 62.9% of accounts receivable, respectively. The Company provides warranty on its products for a period of up to two years and provides for warranty costs at the time of sale based on historical activity. Determination of the warranty reserve requires the Company to make estimates of product return rates and expected costs to repair or replace the products under warranty. If actual return rates and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize additional cost of sales may be required in future periods. The warranty reserve is included in other current liabilities on the Condensed Consolidated Balance Sheets and are not considered significant. The Company’s products are manufactured at our facilities in the U.S.A., China, Singapore and the Czech Republic. The Company provides services from operations in the U.S.A., Singapore, United Kingdom, Israel, Taiwan, South Korea, and China. Sales to customers are initiated through a purchase order and are governed by our standard terms and conditions, written agreements, or both. Revenue is recognized when performance obligations under the terms of an agreement with a customer are satisfied; generally, this occurs with the transfer of control of the products or when the Company provides the services. Transfer of control occurs at a specific point-in-time. Based on the enforceable rights included in our agreements or prevailing terms and conditions, products produced by the Company without an alternative use are not protected by an enforceable right of payment that includes a reasonable profit throughout the duration of the agreement. Sales with terms f.o.b. shipping point are recognized at the time of shipment. For sales transactions with terms f.o.b. destination, revenue is recorded when the product is delivered to the customer’s site. Consignment sales are recognized in revenue at the earlier of the period that the goods are consumed or after a period of time subsequent to receipt by the customer as specified by terms of the agreement, provided control of the promised goods or services has transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value-add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Certain of our customers may receive cash-based incentives, such as rebates or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. As of June 28, 2019, an accrual for unpaid customer rebates of $0.3 million is included in accrued expenses on the Company’s Condensed Consolidated Balance Sheet. The following table presents the Company's revenues disaggregated by revenue segments (in thousands): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Semiconductor Products and Solutions $ 210,390 $ 290,213 $ 410,635 $ 605,055 Semiconductor Services Business 54,977 — 114,873 — Total $ 265,367 $ 290,213 $ 525,508 $ 605,055 The Company’s principal markets include America, Asia and Europe. The Company’s foreign operations are conducted primarily through its subsidiaries in China, Singapore, Israel, Taiwan, South Korea, United Kingdom and the Czech Republic. Sales by geographic area represent sales to unaffiliated customers and are based upon the location to which the products were shipped or services performed. The following table sets forth revenue by geographic area (in thousands): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 United States $ 133,000 $ 159,187 $ 270,254 $ 343,962 China 12,422 16,812 20,430 18,978 Singapore 75,881 82,904 144,153 185,537 Austria 10,308 16,393 24,583 29,929 Korea 17,733 — 36,119 Other 16,023 14,917 29,969 26,649 $ 265,367 $ 290,213 $ 525,508 $ 605,055 |
Balance Sheet Information
Balance Sheet Information | 6 Months Ended |
Jun. 28, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Information | 3. Balance Sheet Information Inventories consisted of the following (in thousands): June 28, December 28, 2019 2018 Raw materials $ 99,498 $ 121,383 Work in process 46,482 50,959 Finished goods 18,075 13,774 Total $ 164,055 $ 186,116 Property, equipment and leasehold improvements, net, consisted of the following (in thousands): June 28, December 28, 2019 2018 Land $ 4,287 $ 4,727 Building 36,895 32,243 Computer equipment and software 32,870 31,342 Furniture and fixtures 4,088 5,764 Machinery and equipment 62,158 57,602 Leasehold improvements 41,108 38,625 Vehicles 647 645 Accumulated depreciation (53,610 ) (42,501 ) 128,443 128,447 Construction in progress 16,062 15,012 Total $ 144,505 $ 143,459 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 28, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions QGT On August 27, 2018, the Company acquired all of the outstanding preferred and common units of QGT, a provider of ultra-high purity parts cleaning, process tool part recoating, surface treatment and analytical services to the semiconductor and related industries, for total purchase consideration of $340.8 million, including an estimated $4.2 million in contingent consideration related to $15.0 million of potential cash earn-out payments if the Company achieves certain specified revenue levels through December 27, 2019. For the three and six months ended June 28, 2019, the Company incurred approximately $2.3 million of costs related to the acquisition, which were expensed as incurred and recorded as general and administrative operating expense. The Company completed this acquisition primarily in order to diversify the Company’s customer base, to create a wafer-starts-based recurring revenue stream, and to expand the Company’s addressable market. The Company borrowed $350.0 million to finance the acquisition and to refinance its existing indebtedness. See further discussion of the new borrowing arrangements in Note 7 to the Notes to Condensed Consolidated Financial Statements. The fair value of the earn-out at the acquisition date was determined using the Monte Carlo Simulation, which incorporated risk adjusted revenue projections. These inputs are not observable in the market and thus represent a Level 3 measurement as discussed in Note 1 of the Company’s Condensed Consolidated Financial Statements. The Company has preliminarily allocated the purchase price of QGT to the tangible assets, liabilities and identifiable intangible assets acquired, based on their estimated fair values. The excess of purchase price over the aggregate fair value was recorded as goodwill. Goodwill associated with the acquisition is primarily attributable to the future technology, market presence and knowledgeable and experienced workforce. Although goodwill is not amortized for financial accounting purposes, it is amortized in its entirely for tax purposes over fifteen years. The fair value assigned to identifiable intangible assets acquired was determined using the income approach taking into account the Company’s consideration of a number of inputs, including an independent third-party analysis that was based upon estimates and assumptions provided by the Company. These estimates and assumptions were determined through established and generally accepted valuation techniques. The estimated fair value of the tangible and intangible assets acquired was allocated at QGT’s acquisition date. The Merger Agreement contains customary representations and warranties between the Company and QGT, who agreed to indemnify each other for certain breaches of representations, warranties, covenants and other specified matters. Approximately $2.3 million of the purchase price was placed in escrow as security for post-closing working capital adjustments. In addition, approximately $3.4 million of the purchase price was placed in escrow as security for the QGT’s indemnification obligations during the escrow period. The Company also obtained representation and warranty insurance, which expires on August 27, 2024, as an additional source of recourse for certain losses in excess of the amount of funds in the indemnity escrow account. The allocation of the purchase price is preliminary pending the completion of various analyses and the finalization of estimates. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain tangible assets and liabilities, primarily property and equipment, taxes, intangible assets, and residual goodwill. During the measurement period, which can be no more than one year from the date of acquisition, we expect to continue to obtain information to assist us in determining the final fair value of the net assets acquired at the acquisition date. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Thus, the provisional measurements of fair value discussed above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. Subsequent to the filing of the Company’s March 29, 2019 financial statements, the Company continued its analysis of the fair value of the property and equipment acquired and the impact on depreciation expense from the acquisition date through the end of the second quarter of 2019. As a result of its analysis, the Company recorded a reduction in depreciation expense of approximately $1.5 million during the second quarter of 2019. In addition, as part of the Company’s continued analysis of the impact of the intangible assets acquired on its worldwide tax position, the Company recorded deferred tax liabilities that resulted in an increase to goodwill of $5.6 million during the second quarter of 2019. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Fair Market Values (in thousands) Cash and cash equivalents $ 18,991 Accounts receivable 24,239 Inventories 475 Prepaid expenses and other 12,258 Property and equipment 101,057 Goodwill 70,593 Purchased intangible assets 171,500 Total assets acquired 399,113 Accounts payable (8,996 ) Accrued compensation and related benefits (7,910 ) Other current liabilities (7,361 ) Deferred tax liability (6,514 ) Other liabilities (13,162 ) Total liabilities assumed (43,943 ) Noncontrolling interest (14,337 ) Purchase price allocated $ 340,833 Purchased Useful Life Intangible Assets (In years) (In thousands) Customer relationships 10 $ 74,800 Trade name 4 14,900 Recipes 20 73,200 Standard operating procedures 20 8,600 Total purchased intangible assets $ 171,500 For the three and six months ended June 28, 2019, amortization of purchased intangible assets of $3.8 million and $7.6 million, respectively, are presented in cost of goods sold and general and administrative expenses in the condensed consolidated statements of operations. In addition, the Company’s condensed consolidated statements of operations for the six months ended June 28, 2019 include $2.3 million of acquisition related costs presented in general and administrative expenses. DMS On April 15, 2019, the Company purchased substantially all of the assets of DMS, a semiconductor weldment and solutions provider. Pursuant to the purchase agreement, the former owners of DMS are entitled up to $12.5 million of potential cash earn-out if the combined weldment business achieves certain gross profit and gross margin targets for the twelve months ending June 26, 2020. The fair value of the earn-out at the acquisition date was $1.4 million and was determined using a risk adjusted earnings projection utilizing the Monte Carlo Simulation. These inputs are not observable in the market and thus represent a Level 3 measurement as discussed in Note 1 of the Company’s Consolidated Financial Statements. The total purchase consideration of DMS for purposes of the Company’s purchase price allocation was determined to be $31.4 million, which includes the cash payment of $29.9 million and the fair value of the potential earn-out payments of approximately $1.4 million. The allocation of the purchase price is preliminary pending the completion of various analyses and the finalization of estimates. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of certain tangible assets, primarily property and equipment, inventories, intangible assets, taxes, and residual goodwill. During the measurement period, which can be no more than one year from the date of acquisition, we expect to continue to obtain information to assist us in determining the final fair value of the net assets acquired at the acquisition date during the measurement period. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Thus, the provisional measurements of fair value discussed above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Fair Market Values (in thousands) Accounts receivable $ 1,460 Inventories 10,422 Equipment and leasehold improvements 5,375 Goodwill 10,813 Purchased intangible assets 6,900 Other non-current assets 282 Total assets acquired 35,252 Accounts payable (3,794 ) Other liabilities (86 ) Total liabilities assumed (3,880 ) Purchase price allocated $ 31,372 Purchased Useful Life Intangible Assets (In years) (In thousands) Customer relationships 6 $ 6,900 In conjunction with the acquisition of DMS, the results of operations for the three and six months ended June 28, 2019, included charges of $0.2 million attributable to amortization of purchased intangible assets and $1.2 million of acquisition related costs which are included in general and administrative expenses in the Company’s condensed consolidated statements of operations. Goodwill is not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The following unaudited pro forma consolidated results of operations assume the QGT and DMS acquisitions were completed as of the beginning of the year of the reporting periods presented . Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Revenues $ 266,498 $ 362,729 $ 534,657 $ 751,220 Net income (loss) $ (202 ) $ 14,645 $ 1,683 $ 40,821 Basic earnings per share $ (0.01 ) $ 0.38 $ 0.04 $ 1.08 Diluted earnings per share $ (0.01 ) $ 0.37 $ 0.04 $ 1.06 The unaudited pro forma results above include adjustments related to the purchase price allocation and financing of the acquisition, primarily to increase amortization for the identifiable intangible assets, to increase interest expense for the additional debt incurred to complete the acquisition and to reflect the related income tax effect. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only and are not necessarily indicative of the condensed consolidated financial position or results of income in future periods or the results that would have been realized had UCT, DMS and QGT been a combined company during the specified periods. The unaudited pro forma condensed combined financial information does not reflect any operating efficiencies and/or cost savings that the Company may achieve with respect to the combined companies, or any liabilities that may result from integration activities. |
Goodwill and Purchased Intangib
Goodwill and Purchased Intangible Assets | 6 Months Ended |
Jun. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Purchased Intangible Assets | 5. Goodwill and Purchased Intangible Assets The Company’s methodology for allocating the purchase price relating to purchase acquisitions is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Goodwill and purchased intangible assets with indefinite useful lives are not amortized, but are reviewed for impairment at least annually as of Company’s fiscal year end and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. The provisions of the accounting standard for goodwill allow companies to first assess qualitative factors to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. As part of the qualitative assessment, the Company monitors economic, legal, regulatory and other factors, industry trends If a quantitative goodwill impairment test is determined to be necessary, the Company estimates each of the reporting unit fair values using a combination of the discounted cash flow approach and a market approach. The discounted cash flows used to estimate fair value are based on assumptions regarding each reporting units’ estimated projected future cash flows and the estimated weighted-average cost of capital that a market participant would use in evaluating the reporting unit in a purchase transaction. The estimated weighted-average cost of capital is based on the risk-free interest rate and other factors such as equity risk premiums and the ratio of total debt to equity capital. In performing these impairment tests, the Company take steps to ensure that appropriate and reasonable cash flow projections and assumptions are used. The Company reconciles the estimated enterprise value to its market capitalization and determines the reasonableness of the cost of capital used by comparing to market data. The Company also performs sensitivity analyses on the key assumptions used, such as the weighted-average cost of capital and terminal growth rates. The market approach is based on objective evidence of market values. Goodwill and other intangible assets were as follows (in thousands): June 28, 2019 December 28, 2018 Intangible Intangible Goodwill Assets Total Goodwill Assets Total Carrying amount $ 166,654 $ 190,500 $ 357,154 $ 150,226 $ 193,507 $ 343,733 Purchased Intangible Assets Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews indefinite lived intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable and tests definite lives intangible assets at least annually for impairment. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure. Purchased intangible assets were as follows (in thousands): As of June 28, 2019 As of December 28, 2018 Gross Gross Carrying Accumulated Carrying Carrying Accumulated Carrying Useful Amount Amortization Value Amount Amortization Value Life AIT Customer relationships $ 19,000 $ (18,808 ) $ 192 $ 19,000 $ (18,617 ) $ 383 7 Tradename 1,900 (1,900 ) — 1,900 (1,900 ) — 6 Intellectual property/know-how 1,600 (1,600 ) — 1,600 (1,486 ) 114 7 Thermal Customer relationships 9,900 (4,373 ) 5,527 9,900 (3,877 ) 6,023 10 Tradename 1,170 (1,170 ) — 1,170 (1,170 ) — 6 Intellectual property/know-how 12,300 (6,091 ) 6,209 12,300 (5,402 ) 6,898 8-12 FDS Customer relationships 8,800 (4,596 ) 4,204 8,800 (4,009 ) 4,791 7.5 QGT Customer relationships 74,800 (6,233 ) 68,567 74,800 (2,500 ) 72,300 10 Tradename 14,900 (3,186 ) 11,714 14,900 (1,326 ) 13,574 4 Recipes 73,200 (3,050 ) 70,150 73,200 (1,220 ) 71,980 20 Standard operating procedures 8,600 (358 ) 8,242 8,600 (143 ) 8,457 20 DMS Customer relationships 6,900 (192 ) 6,708 — — — 6 UCT Tradename 8,987 — 8,987 8,987 — 8,987 * Total $ 242,057 $ (51,557 ) $ 190,500 $ 235,157 $ (41,650 ) $ 193,507 * The Company concluded that the UCT tradename intangible asset life is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company amortizes its intangible assets on a straight-line or accelerated basis over the estimated economic life of the assets. Amortization expense was approximately $5.1 million and $1.2 million for the three months ended June 28, 2019 and June 29, 2018, respectively. Amortization expense related to QGT’s recipes and standard operating procedures is charged to cost of goods sold and the remainder is to general and administrative expense. As of June 28, 2019, future estimated amortization expense is expected to be as follows (in thousands): Amortization Expense 2019 (remaining in year) $ 10,182 2020 19,799 2021 19,559 2022 19,285 2023 14,213 Thereafter 98,475 Total $ 181,513 |
Noncontrolling interest
Noncontrolling interest | 6 Months Ended |
Jun. 28, 2019 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling interest | 6. Noncontrolling interest QGT owns 51.0% of the outstanding shares of Cinos Co., Ltd., a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and, through a 60.0% interest in a company (Cinos Xian Clean Technology, Ltd.), in China. QGT is obligated to purchase shares held by two other shareholders of Cinos Co., Ltd. representing a combined 35.0% interest. QGT accounted for this unconditional obligation as an assumed liability and derecognized any noncontrolling interest related to the 35%, which brings its controlling interest up to 86%. The carrying value of the remaining 14.0% interest held by others in Cinos Co., Ltd. and the 40.0% interest in the China company are presented as noncontrolling interests in the accompanying consolidated financial statements. The fair values of the noncontrolling interests were estimated based on the values of Cinos Co., Ltd. and Cinos Xian Clean Technology, Ltd. on a 100.0% basis. The values were calculated based on the pro-rata portion of total forecasted QGT earnings before interest expense, taxes, depreciation and amortization ("EBITDA") contributed by each entity. Management indicated that each entity's pro-rata portion of EBITDA was reasonably reflective of each entity's invested capital value at the acquisition date. The Company is obligated to purchase stock owned by a Cinos Co., Ltd. shareholder at a fixed price per share, while the purchase price per share for the other shareholder is the greater of the then fair value of the stock and the fixed price per share (floor). The Company has a firm obligation to purchase the shares and a call option, while the two shareholders have a put option. Accordingly, the fair value of the obligation of $8.5 million has been recorded as a non-current liability in the accompanying consolidated balance sheets and represents a Level 3 measurement as discussed in Note 1 of the Company’s Condensed Consolidated Financial Statements. The agreement with Cinos Co., Ltd. allows for the purchase obligation to become due at various times through December 2022 |
Borrowing Arrangements
Borrowing Arrangements | 6 Months Ended |
Jun. 28, 2019 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 7. Borrowing Arrangements In August 2018, the Company entered into a credit agreement with Barclays Bank that provided a Term Loan, a Revolving Credit Facility, and a Letter of Credit Facility (the “Credit Facilities”). The Company and certain of its subsidiaries have agreed to secure all of their obligations under the Credit Facilities by granting a first priority lien in substantially all of their respective personal property assets (subject to certain exceptions and limitations). In August 2018, the Company borrowed $350.0 million under the Term Loan and used the proceeds, together with cash on hand, to finance the acquisition of QGT (see Note 4) and to refinance its previous credit facilities. In August 2018, the Company paid $41.6 million of principal, accrued interest, and fees in settlement of the then-outstanding term loan, revolving credit facility, interest rate swap under the Credit Agreement, and recognized $0.1 million in expense upon extinguishment as Interest and other income (expense), net. The Term Loan has a maturity date of August 27, 2025, with monthly interest payments in arrears, quarterly principal payments of 0.625% of the original outstanding principal balance payable beginning January 2019, with the remaining principal paid upon maturity. The Term Loan accrues interest at a rate equal to a base LIBOR rate determined by reference to the London interbank offered rate for dollars, plus 4.5% (subject to certain adjustments quarterly based upon the Company’s consolidated leverage ratio). The Company may prepay the Term Loan in whole or in part without penalty after six months from issuance, before which the Company must pay a prepayment fee equal to 1.0% of the aggregate principal amount prepaid. As of June 28, 2019 The Revolving Credit Facility has an initial available commitment of $65.0 million and a maturity date of August 27, 2023. The Company pays a quarterly commitment fee in arrears equal to 0.25% of the average daily available commitment outstanding. During the second quarter of 2019 the Company borrowed $15.0 million under the Revolving Credit Facility to fund the acquisition of DMS, and as of June 28, 2019 June 28, 2019 The Letter of Credit Facility has an initial available commitment of $50.0 million and a maturity date of August 27, 2023. The Company pays quarterly in arrears a fee equal to 2.5% (subject to certain adjustments as per the Term Loans) of the dollar equivalent of all outstanding letters of credit, and a fronting fee equal to 0.125% of the undrawn and unexpired amount of each letter of credit. As of June 28, 2019 As of June 28, 2019 As of June 28, 2019 June 28, 2019 The fair value of the Company’s long term debt was based on Level 2 inputs, and fair value was determined using quoted prices for similar liabilities in inactive markets. The Company’s carrying value approximates fair value for the Company’s long term debt. |
Income Tax
Income Tax | 6 Months Ended |
Jun. 28, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 8. Income Tax Effective January 1, 2018, the TCJA created a new requirement to include in U.S. income global intangible low-taxed income (GILTI) earned by controlled foreign corporations (“CFC”). The effect of GILTI, and the associated foreign tax credit, is to effectively create a minimum floor of taxation on CFC profits that must be included currently in the gross income of the CFCs’ U.S. shareholder. Under U.S. GAAP, we are allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company uses the period cost method in recording the tax effects of GILTI in its financial statements. The Company’s income tax provision and effective tax rate for the three and six months ended June 28, 2019 were $2.8 million and 109.8% and $4.3 million and 79.8% and $2.9 million and 13.2% and $5.4 million and 11.0% for the three and six months ended June 29, 2018. The change in respective rates reflects, primarily, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full federal and state valuation allowances. The Company’s income tax provision and effective tax rate for the three and six months ended June 28, 2019. The change in respective rates reflects, primarily, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full federal and state valuation allowances. Company management continuously evaluates the need for a valuation allowance and, as of June 28, 2019, concluded that a full valuation allowance on its federal and state deferred tax assets was still appropriate. The Company provides for U.S. income taxes on its undistributed earnings of foreign subsidiaries as required by the TCJA. However, the Company does not provide for any withholding taxes on its undistributed earnings of its subsidiaries that it intends to invest indefinitely outside the U.S. In prior years, the Company determined that a portion of the current year earnings of one of its China subsidiaries may be remitted in the future to one of its foreign subsidiaries outside of mainland China and, accordingly, the Company provided for the related withholding taxes in its condensed consolidated financial statements. The Company remitted a portion of those earnings during 2019 but does not currently expect to remit additional Chinese earnings during the remainder of the year. If the Company changes its intent to reinvest its undistributed foreign earnings indefinitely or if a greater amount of undistributed earnings are needed than the previous anticipated remaining unremitted foreign earnings, the Company could be required to accrue or pay foreign taxes on some or all of these undistributed earnings. As of June 28, 2019, the Company had undistributed earnings of foreign subsidiaries that are indefinitely invested outside of the U.S. of approximately $224.5 million. It is not practicable to determine the tax liability that might be incurred if these earnings were to be distributed. The Company’s gross liability for unrecognized tax benefits, excluding interest, as of June 28, 2019 and June 29, 2018 was $1.0 million and $0.3 million, respectively. Although it is possible, that some of the unrecognized tax benefits could be settled within the next twelve months, the Company cannot reasonably estimate the outcome at this time. |
Leases
Leases | 6 Months Ended |
Jun. 28, 2019 | |
Leases [Abstract] | |
Leases | 9. Leases The Company leases offices, facilities and equipment in locations throughout the U.S., Asia and Europe. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Right-of-use ("ROU") assets represent right to use an underlying asset for the lease term and lease liabilities represent obligation to make lease payments arising from the lease. ROU assets and liabilities are based on the estimated present value of lease payments over the lease term and are recognized at the lease commencement date. The Company’s leases do not provide an implicit rate, thus the Company uses an estimated incremental borrowing rate in determining the present value of lease payments. The Company used an estimated incremental borrowing rate of 7.0%, which is derived from information available at the lease commencement date. The components of lease expense were as follows (in thousands, except lease term and discount rate): For the Three Months Ended June 28, 2019 For the Six Months Ended June 28, 2019 Finance lease cost: Amortization of right-of-use assets $ 33 $ 66 Interest on lease liabilities 19 79 Operating lease cost 3,265 6,685 Short-term lease cost 394 639 Sublease income (23 ) (64 ) Total lease cost $ 3,688 $ 7,405 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 19 $ 79 Operating cash flows from operating leases $ 3,670 $ 7,108 Financing cash flows from finance leases $ 156 $ 312 As of June 28, 2019 Finance leases: Property and equipment $ 3,636 Accumulated amortization 80 Property and equipment, net $ 3,556 Finance lease liabilities, current $ 486 Finance lease liabilities, non-current 2,667 Total finance lease liabilities $ 3,153 Weighted-average remaining lease term – finance leases 4.9 years Weighted-average remaining lease term – operating leases 2.3 years Weighted-average discount rate – finance leases 7 % Weighted-average discount rate – operating leases 7 % Future annual minimum lease payments and capital lease commitments as of June 28, 2019were as follows (in thousands): Operating Leases Finance Leases 2019 (remaining in year) $ 7,057 $ 312 2020 12,409 623 2021 10,010 623 2022 7,640 616 2023 3,118 569 Thereafter 2,458 840 Total minimum lease payments 42,692 3,583 Less: imputed interest 5,742 430 Lease liability $ 36,950 $ 3,153 |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 28, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 10. Net Income Per Share Basic net income per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if outstanding securities or other contracts to issue common stock were exercised or converted into common stock. The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Numerator: Net income (loss) attributable to Ultra Clean Holdings, Inc. $ (202 ) $ 18,960 $ 403 $ 43,701 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 39,399 38,802 39,261 37,763 Shares used in computation — diluted: Shares used in computing basic net income per share 39,399 38,802 39,261 37,763 Dilutive effect of common shares outstanding subject to repurchase — 489 294 649 Dilutive effect of options outstanding — 6 1 6 Weighted average shares used in computing diluted net income (loss) per share 39,399 39,297 39,556 38,418 Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — basic $ (0.01 ) $ 0.49 $ 0.01 $ 1.16 Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — diluted $ (0.01 ) $ 0.48 $ 0.01 $ 1.14 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 28, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies The Company had commitments to purchase inventory totaling approximately $82.6 million at June 28, 2019. From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, the Company has not had a history of outcomes to date that have been material to the statement of operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition or results of operations. |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 28, 2019 | |
Segment Reporting [Abstract] | |
Reportable Segments | 12. Reportable Segments In the first quarter of 2019, the Company elected to reorganize its organizational and reporting structure to capture efficiencies and operating leverage from our recent acquisitions. The Company now operates and reports results for two operating segments: Semiconductor Products and Solutions (“SPS”) and Semiconductor Services Business (“SSB”). These segments are organized primarily by the nature of the products and service they provide. The Company’s Chief Executive Officer (chief operating decision maker) views and evaluates operations based on the results of each of the reportable segments. The following table describes each segment: Segment Product or Services Markets Served Geographic Areas SPS Assembly Weldments Machining Fabrication Semiconductor United States Asia Europe SSB Cleaning Analytics Semiconductor United States Asia Europe The Company uses segment profit or loss as the primary measure of profitability to evaluate operating performance and to allocate capital resources. Segment profit or loss is defined as a segment’s income or loss from continuing operations before other income and income taxes included in the accompanying consolidated condensed statements of operations. Any intercompany sales and associated profit (and any other intercompany items) are eliminated from segment results. There were no significant intercompany eliminations for the periods presented. Segment Data Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Revenues: SPS $ 210,390 $ 290,213 $ 410,635 $ 605,055 SSB 54,977 — 114,873 — Total segment revenues $ 265,367 $ 290,213 $ 525,508 $ 605,055 Gross profit: SPS $ 29,317 $ 46,065 $ 54,998 $ 94,869 SSB 18,852 — 37,968 — Total segment gross profit $ 48,169 $ 46,065 $ 92,966 $ 94,869 Operating profit: SPS $ 6,368 $ 22,664 $ 10,692 $ 49,572 SSB 2,603 — 6,459 — Total segment operating profit $ 8,971 $ 22,664 $ 17,151 $ 49,572 June 28, December 28, 2019 2018 Assets SPS $ 819,970 $ 802,715 SSB 188,988 162,762 Total segment assets $ 1,008,958 $ 965,477 At June 28, 2019, approximately $80.4 million and $3.3 million of the Company’s net long-lived assets were located in Asia and Europe, respectively, and the remaining balances were located in the United States. At June 29, 2018, approximately $10.0 million and $1.5 million of the Company’s net long-lived assets were located in Asia and the Czech Republic, respectively, and the remaining balances were located in the United States. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 28, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation — The unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). This financial information reflects all adjustments which are, in the opinion of the Company, normal, recurring and necessary for the fair financial statement presentation for the dates and periods presented. Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with GAAP, have been condensed or omitted. The Company’s December 28, 2018 balance sheet data were derived from its audited financial statements as of that date. |
Principles of Consolidation | Principles of Consolidation — The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries with the ownership interests of minority shareholders presented as noncontrolling interests. All intercompany accounts and transactions have been eliminated in consolidation. The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years. |
Segments | Segments — The Financial Accounting Standards Board’s (FASB) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is the Chief Executive Officer. In March 2019, the Company effected a change in the reporting of its segment financial results to better reflect the reorganization within the Company due to the acquisition of QGT. The Company now operates and reports two segments. See Note 12 to the Company’s Condensed Consolidated Financial Statements. |
Foreign Currency Translation and Remeasurement | Foreign Currency Translation and Remeasurement — FDS’ functional currency is not its local currency or the U.S. dollar. The Company remeasures the monetary assets and liabilities of FDS to its functional currency. Gains and losses from these remeasurements are recorded in interest and other income (expense), net. The Company then translates the assets and liabilities of FDS into the U.S. dollar. Gains and losses from these translations are recognized in foreign currency translation included in accumulated other comprehensive income (AOCI) within stockholders’ equity. The functional currency of the Company’s other international subsidiaries are either the U.S. dollar or their local currency. For the Company’s foreign subsidiaries where the local currency is the functional currency, we translate the financial statements of these subsidiaries to U.S. dollars using month-end exchange rates for assets and liabilities, and average rates of exchange for revenue, costs and expenses. Translation gains and losses are recorded in AOCI as a component of stockholders' equity. |
Use of Accounting Estimates | Use of Accounting Estimates — The presentation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include reserves on inventory, valuation of deferred tax assets, impairment of goodwill, valuation of pension obligations and other long-lived assets. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustments. Actual amounts may differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk — Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company sells its products primarily to semiconductor capital equipment manufacturers in the United States. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral |
Fair Value of Measurements | Fair Value of Measurements — The Company measures its cash equivalents and contingent earn-out liability at fair value on a recurring basis. In August 2018, the Company repaid its debt with East West Bank and as a result, the related interest rate swap contract was consequently cancelled. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. Level 3 — Unobservable inputs that are supported by little or no market activities. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy (in thousands): Fair Value Measurement at Reporting Date Using Description June 28, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Other assets: Forward contracts $ 188 $ — $ 188 $ — Other liabilities: Contingent earn-out liabilities $ 3,870 $ — $ — $ 3,870 Pension obligation $ 3,293 $ — $ — $ 3,293 Purchase obligation $ 8,500 $ — $ — $ 8,500 Fair Value Measurement at Reporting Date Using Description December 28, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Other assets: Forward contracts $ 240 $ — $ 240 $ — Other liabilities: Contingent earn-out liability $ 3,924 $ — $ — $ 3,924 Pension obligation $ 3,531 $ — $ — $ 3,531 Purchase obligation $ 8,500 $ — $ — $ 8,500 The Company’s Level 3 liabilities are incurred as a result of the QGT and DMS acquisitions. There were no transfers from Level 1 or Level 2 to Level 3. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. Qualitative information about Level 3 fair value measurements are primarily as follows (in thousands, except the range): June 28, Valuation Unobservable 2019 Techniques Input Range Contingent earn-out liability $ 3,870 Monte carlo simulation Revenue discount rate 10.0% - 15.0% Internal forecasts 7.5 % Pension obligation $ 3,293 Projected unit credit method Discount rate 2.43% - 2.74% Rate on return 1.37% - 1.78% Salary increase rate 4.42 % Purchase obligation $ 8,500 Discounted cash flow EBITDA Multiple 6.21 Following is a summary of the Level 3 activity (in thousands): Contingent earn-out liability Purchase obligation Pension obligation As of December 28, 2018 $ 3,924 $ 8,500 $ 3,531 Additions 1,428 — — Fair value adjustments (1,482 ) — (238 ) As of June 28, 2019 $ 3,870 $ 8,500 $ 3,293 |
Derivative Financial Instruments | Derivative Financial Instruments — The Company recognizes derivative instruments as either assets or liabilities in the accompanying Condensed Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Condensed Consolidated Statements of Operations as interest and other income (expense), net, or as a component of AOCI in the accompanying Condensed Consolidated Balance Sheets. |
Inventories | Inventories — Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. The Company evaluates the valuation of all inventories, including raw materials, work-in-process, finished goods and spare parts on a periodic basis. Obsolete inventory or inventory in excess of management’s estimated usage is written-down to its estimated market value less costs to sell, if less than its cost. Inherent in the estimates of market value are management’s estimates related to economic trends, future demand for products, and technological obsolescence of the Company’s products. Inventory write downs inherently involve judgments as to assumptions about expected future demand and the impact of market conditions on those assumptions. Although the Company believes that the assumptions it used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs. |
Property and Equipment, net | Property and — Property and equipment are stated at cost, or, in the case of equipment under capital leases, the present value of future minimum lease payments at inception of the related lease. Depreciation and amortization are computed using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the leases. Useful lives range from three |
Internal use software | Internal use software — Direct costs incurred to develop software for internal use are capitalized and amortized over an estimated useful life of three to five years. Costs related to the design or maintenance of internal use software are expensed as incurred. Capitalized internal use software is included in computer equipment and |
Construction in Progress | Construction in progress — Construction in progress is related to the construction or development of property and equipment that has not yet been placed in service for their intended use and is, therefore, not depreciated. |
Income Taxes | Income Taxes — The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. The Company continued to maintain a full valuation allowance on its federal and state deferred tax amounts as of June 28, 2019. Income tax positions must meet a more likely than not recognition threshold to be recognized. Income tax positions that previously failed to meet the more likely than not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more likely than not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the Condensed Consolidated Statements of Operations as income tax expense. The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position. Management believes that it has adequately provided for any adjustments that may result from these examinations; however, the outcome of tax audits cannot be predicted with certainty. |
Revenue Recognition | Revenue Recognition — See Note 2 to the Company’s Condensed Consolidated Financial Statements. |
Research and Development Costs | Research and Development Costs — Research and development costs are expensed as incurred. |
Net Income per Share | Net Income per Share — Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding and common equivalent shares from dilutive stock options and restricted stock using the treasury stock method, except when such shares are anti-dilutive. See Note 10 to the Company’s Condensed Consolidated Financial Statements. |
Business Combinations | Business Combinations — The Company recognizes assets acquired (including goodwill and identifiable intangible assets) and liabilities assumed, and noncontrolling interests, if any, at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred. Results of operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition. |
Noncontrolling interests | Noncontrolling interests — Noncontrolling interests are recognized to reflect the portion of the equity of the majority-owned subsidiaries which is not attributable, directly or indirectly, to the controlling stockholder. Through the acquisition of QGT in August 2018, the Company’s consolidated entities include partially-owned entities through which the Company is obligated to own 86.0% of its consolidated subsidiary, Cinos Co., Ltd (“Cinos”), a Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and, through a 60.0% interest in a company, Cinos Xian Clean Technology, Ltd. (“Cinos Xian”), in China. The interest held by others in Cinos and in Cinos Xian are presented as noncontrolling interests in the accompanying condensed consolidated financial statements. The noncontrolling interest will continue to be attributed its share of gains and losses even if that attribution results in a deficit noncontrolling interest balance. |
Defined Benefit Plan | Defined Benefit Plan — QGT has a statutorily-required, noncontributory defined benefit plan covering substantially all of the employees of one of its foreign entities upon termination of their employee services. The benefits are based on expected years of service and average compensation. QGT records annual amounts relating to the defined benefit plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality rates, assumed rates of return, compensation increases, employee demographics, and turnover rates. QGT reviews its assumptions on an annual basis and makes modifications to those assumptions based on current asset returns, rates, and trends. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic costs over the future service period using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plan are reasonable based on its experience and market conditions. The net period costs are recognized as employees render the services necessary to earn the post termination benefits. |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs — Debt issuance costs incurred in connection with obtaining debt financing are deferred and presented as a direct deduction from Bank Borrowings in the accompanying condensed consolidated balance sheets. Costs incurred in connection with revolving credit facilities and letter of credit facilities are deferred and presented as an offset to bank borrowings in the accompanying condensed consolidated balance sheets. Deferred costs are amortized on an effective interest method basis over the contractual term. Leases — See Note 9 to the Company’s Condensed Consolidated Financial Statements. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives, directors and certain employees. These equity-based awards include stock options, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) which can be either time-based or performance-based. The Company has not granted stock options to its employees since fiscal year 2010. The Company also maintains an employee stock purchase plan that provides for the issuance of shares to all eligible employees of the Company at a discounted price. Stock-based compensation expense includes compensation costs related to estimated fair values of stock options and awards granted. The estimated fair value of the Company’s equity-based awards, net of expected forfeitures, is amortized on a straight-line basis over the awards’ vesting period, typically three years for RSUs and one year for RSAs, and is adjusted for subsequent changes in estimated forfeitures related to all equity-based awards and performance as it relates to performance-based RSUs. The Company applies the fair value recognition provisions based on the FASB’s guidance regarding stock-based compensation. |
Employee Stock Purchase Plan | Employee Stock Purchase Plan The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price. Under the ESPP, substantially all employees may purchase the Company’s common stock through payroll deductions at a price equal to 95 percent of the fair market value of the Company’s stock at the end of each applicable purchase period. |
Restricted Stock Units and Restricted Stock Awards | Restricted Stock Units and Restricted Stock Awards The Company grants RSUs to employees and RSAs to non-employee directors as part of the Company’s long term equity compensation plan. Restricted Stock Units — RSUs are granted to employees with a per share or unit purchase price of zero dollars and either have time based or performance based vesting. RSUs typically vest over three years, subject to the employee’s continued service with the Company. For purposes of determining compensation expense related to these RSUs, the fair value is determined based on the closing market price of the Company’s common stock on the date of award. The expected cost of the grant is reflected over the service period, and is reduced for estimated forfeitures. There were 727,676 RSUs and 144,183 PSUs granted during the quarter ended June 28, 2019, with a weighted average fair value of $12.26 and $12.00, respectively. During the quarter ended March 29, 2019, the Company granted 49,192 RSUs, with a weighted average fair value of $8.98 per share. During the six months ended June 28, 2019, 121,864 vested shares were withheld to satisfy withholding tax obligations, resulting in the net issuance of 386,219 shares. As of June 28, 2019, approximately $19.0 million of stock-based compensation cost, net of estimated forfeitures, related to RSUs and PSUs remains to be amortized over a weighted average period of 2.2 years. As of June 28, 2019, a total of 2,085,333 RSUs and PSUs remain outstanding with an aggregate intrinsic value of $29.0 million and a weighted average remaining contractual term of 1.4 years. Restricted Stock Awards — As of June 28, 2019, a total of 75,213 RSAs were outstanding. The total unamortized expense of the Company’s unvested restricted stock awards as of June 28, 2019 was $0.7 million The following table summarizes the Company’s RSU, PSU and RSA activity for the six months ended June 28, 2019: Shares Aggregate Fair Value (in thousands) Unvested restricted stock units and restricted stock awards at December 28, 2018 1,777,379 $ 14,592 Granted 979,326 Vested (540,663 ) Forfeited (55,496 ) Unvested restricted stock units and restricted stock awards at June 28, 2019 2,160,546 $ 30,075 Vested and expected to vest restricted stock units and restricted stock awards at June 28, 2019 1,797,789 $ 25,025 The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Cost of sales (1) $ 566 $ 517 $ 1,204 $ 1,023 Research and development 45 10 88 71 Sales and marketing 329 193 674 396 General and administrative 1,924 1,636 3,811 3,430 2,864 2,356 5,777 4,920 Income tax benefit (3,146 ) (312 ) (4,609 ) (540 ) Stock-based compensation expense, net of tax $ (282 ) $ 2,044 $ 1,168 $ 4,380 (1) Stock-based compensation expense capitalized in inventory for the three and six months ended June 28, 2019 and June 29, 2018 was not significant. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Beginning fiscal 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, "Leases (Topic 842)" and as part of that process the Company made the following elections: • The Company did not elect to use hindsight for transition when considering judgments and estimates such as assessments of lessee options to extend or terminate a lease or purchase the underlying asset. • For all asset classes, the Company elected to not recognize a right-of-use asset and lease liability for leases with a term of 12 months or less. • For all asset classes, the Company elected to not separate non-lease components from lease components to which they relate and have accounted for the combined lease and non-lease components as a single lease component. • In March 2018, the FASB approved an optional transition method that allows companies to use the effective date as the date of initial application on transition. The Company elected this transition method, and as a result, will not adjust its comparative period financial information or make the newly required lease disclosures for periods before the effective date. The Company determines if an arrangement is a lease at inception. Operating leases are included in the consolidated condensed balance sheet as right-of-use assets from operating leases, current operating lease liabilities and long-term operating lease liabilities. Finance leases are included in property, plant and equipment, current other liabilities and other non-current liabilities in the consolidated condensed balance sheet. Most of the Company’s lease agreements contain renewal options; however, the Company did not recognize right-of-use assets or lease liabilities for renewal periods unless it is determined that we are reasonably certain of renewing the lease at inception or when a triggering event occurs. Some of the Company’s lease agreements contain rent escalation clauses, rent holidays, capital improvement funding or other lease concessions. The Company recognizes minimum rental expense on a straight-line basis based on the fixed components of a lease arrangement. The Company amortizes this expense over the term of the lease beginning with the date of initial possession, which is the date the Company enters the leased space and begins to make improvements in preparation for its intended use. Variable lease components represent amounts that are not fixed in nature and are not tied to an index or rate, and are recognized as incurred. In determining right-of-use assets and lease liabilities, the Company applied a discount rate to the minimum lease payments within each lease agreement. ASC 842 requires companies to use the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment. When the Company cannot readily determine the discount rate implicit in the lease agreement, the Company utilizes its incremental borrowing rate. For additional information on the required disclosures related to the impact of adopting this standard, see Note 9 to the consolidated condensed financial statements. Adoption of the new standard resulted in the recording of operating lease right of use assets and lease liabilities at the beginning of 2019 of $35.7 million and $38.5 million, respectively, with the difference due to deferred rent that was reclassified to the right-of-use asset value. All other |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Assets or Liabilities Measured at Fair Value | The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy (in thousands): Fair Value Measurement at Reporting Date Using Description June 28, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Other assets: Forward contracts $ 188 $ — $ 188 $ — Other liabilities: Contingent earn-out liabilities $ 3,870 $ — $ — $ 3,870 Pension obligation $ 3,293 $ — $ — $ 3,293 Purchase obligation $ 8,500 $ — $ — $ 8,500 Fair Value Measurement at Reporting Date Using Description December 28, 2018 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Other assets: Forward contracts $ 240 $ — $ 240 $ — Other liabilities: Contingent earn-out liability $ 3,924 $ — $ — $ 3,924 Pension obligation $ 3,531 $ — $ — $ 3,531 Purchase obligation $ 8,500 $ — $ — $ 8,500 |
Summary of Qualitative Information About Level 3 Fair Value Measurements | The Company’s Level 3 liabilities are incurred as a result of the QGT and DMS acquisitions. There were no transfers from Level 1 or Level 2 to Level 3. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. Qualitative information about Level 3 fair value measurements are primarily as follows (in thousands, except the range): June 28, Valuation Unobservable 2019 Techniques Input Range Contingent earn-out liability $ 3,870 Monte carlo simulation Revenue discount rate 10.0% - 15.0% Internal forecasts 7.5 % Pension obligation $ 3,293 Projected unit credit method Discount rate 2.43% - 2.74% Rate on return 1.37% - 1.78% Salary increase rate 4.42 % Purchase obligation $ 8,500 Discounted cash flow EBITDA Multiple 6.21 |
Summary of Level 3 Activity | Following is a summary of the Level 3 activity (in thousands): Contingent earn-out liability Purchase obligation Pension obligation As of December 28, 2018 $ 3,924 $ 8,500 $ 3,531 Additions 1,428 — — Fair value adjustments (1,482 ) — (238 ) As of June 28, 2019 $ 3,870 $ 8,500 $ 3,293 |
Summary of Restricted Stock Unit, Performance Stock Units and Restricted Stock Award Activity | The following table summarizes the Company’s RSU, PSU and RSA activity for the six months ended June 28, 2019: Shares Aggregate Fair Value (in thousands) Unvested restricted stock units and restricted stock awards at December 28, 2018 1,777,379 $ 14,592 Granted 979,326 Vested (540,663 ) Forfeited (55,496 ) Unvested restricted stock units and restricted stock awards at June 28, 2019 2,160,546 $ 30,075 Vested and expected to vest restricted stock units and restricted stock awards at June 28, 2019 1,797,789 $ 25,025 |
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations | The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Cost of sales (1) $ 566 $ 517 $ 1,204 $ 1,023 Research and development 45 10 88 71 Sales and marketing 329 193 674 396 General and administrative 1,924 1,636 3,811 3,430 2,864 2,356 5,777 4,920 Income tax benefit (3,146 ) (312 ) (4,609 ) (540 ) Stock-based compensation expense, net of tax $ (282 ) $ 2,044 $ 1,168 $ 4,380 (1) Stock-based compensation expense capitalized in inventory for the three and six months ended June 28, 2019 and June 29, 2018 was not significant. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Customers as Percentage of Total Sales | The Company’s most significant customers (having accounted for 10% or more of sales) and their related sales as a percentage of total sales were as follows: Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Lam Research Corporation 40.8 % 61.9 % 40.3 % 64.2 % Applied Materials, Inc. 19.5 21.6 20.2 21.5 Total 60.3 % 83.5 % 60.5 % 85.7 % |
Revenues Disaggregated by Revenue Segments | The following table presents the Company's revenues disaggregated by revenue segments (in thousands): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Semiconductor Products and Solutions $ 210,390 $ 290,213 $ 410,635 $ 605,055 Semiconductor Services Business 54,977 — 114,873 — Total $ 265,367 $ 290,213 $ 525,508 $ 605,055 |
Revenue by Geographic Area | The following table sets forth revenue by geographic area (in thousands): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 United States $ 133,000 $ 159,187 $ 270,254 $ 343,962 China 12,422 16,812 20,430 18,978 Singapore 75,881 82,904 144,153 185,537 Austria 10,308 16,393 24,583 29,929 Korea 17,733 — 36,119 Other 16,023 14,917 29,969 26,649 $ 265,367 $ 290,213 $ 525,508 $ 605,055 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventories | Inventories consisted of the following (in thousands): June 28, December 28, 2019 2018 Raw materials $ 99,498 $ 121,383 Work in process 46,482 50,959 Finished goods 18,075 13,774 Total $ 164,055 $ 186,116 |
Property, Equipment and Leasehold Improvements, Net | Property, equipment and leasehold improvements, net, consisted of the following (in thousands): June 28, December 28, 2019 2018 Land $ 4,287 $ 4,727 Building 36,895 32,243 Computer equipment and software 32,870 31,342 Furniture and fixtures 4,088 5,764 Machinery and equipment 62,158 57,602 Leasehold improvements 41,108 38,625 Vehicles 647 645 Accumulated depreciation (53,610 ) (42,501 ) 128,443 128,447 Construction in progress 16,062 15,012 Total $ 144,505 $ 143,459 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Quantum Global Technologies, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Fair Market Values (in thousands) Cash and cash equivalents $ 18,991 Accounts receivable 24,239 Inventories 475 Prepaid expenses and other 12,258 Property and equipment 101,057 Goodwill 70,593 Purchased intangible assets 171,500 Total assets acquired 399,113 Accounts payable (8,996 ) Accrued compensation and related benefits (7,910 ) Other current liabilities (7,361 ) Deferred tax liability (6,514 ) Other liabilities (13,162 ) Total liabilities assumed (43,943 ) Noncontrolling interest (14,337 ) Purchase price allocated $ 340,833 |
Summary of Purchased Intangible Assets | Purchased Useful Life Intangible Assets (In years) (In thousands) Customer relationships 10 $ 74,800 Trade name 4 14,900 Recipes 20 73,200 Standard operating procedures 20 8,600 Total purchased intangible assets $ 171,500 |
Dynamic Manufacturing Solutions [Member] | |
Business Acquisition [Line Items] | |
Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands): Fair Market Values (in thousands) Accounts receivable $ 1,460 Inventories 10,422 Equipment and leasehold improvements 5,375 Goodwill 10,813 Purchased intangible assets 6,900 Other non-current assets 282 Total assets acquired 35,252 Accounts payable (3,794 ) Other liabilities (86 ) Total liabilities assumed (3,880 ) Purchase price allocated $ 31,372 |
Summary of Purchased Intangible Assets | Purchased Useful Life Intangible Assets (In years) (In thousands) Customer relationships 6 $ 6,900 |
Quantum Global Technologies LLC and Dynamic Manufacturing Solutions [Member] | |
Business Acquisition [Line Items] | |
Unaudited Pro forma Consolidated Results of Operations | The unaudited pro forma consolidated results of operations for the three and six months ended June 28, 2019 (in thousands, except per share amounts) are as follows: Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Revenues $ 266,498 $ 362,729 $ 534,657 $ 751,220 Net income (loss) $ (202 ) $ 14,645 $ 1,683 $ 40,821 Basic earnings per share $ (0.01 ) $ 0.38 $ 0.04 $ 1.08 Diluted earnings per share $ (0.01 ) $ 0.37 $ 0.04 $ 1.06 |
Goodwill and Purchased Intang_2
Goodwill and Purchased Intangible Assets (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Indefinite Lived Intangible Assets | Goodwill and other intangible assets were as follows (in thousands): June 28, 2019 December 28, 2018 Intangible Intangible Goodwill Assets Total Goodwill Assets Total Carrying amount $ 166,654 $ 190,500 $ 357,154 $ 150,226 $ 193,507 $ 343,733 |
Purchased Intangible Assets | Purchased intangible assets were as follows (in thousands): As of June 28, 2019 As of December 28, 2018 Gross Gross Carrying Accumulated Carrying Carrying Accumulated Carrying Useful Amount Amortization Value Amount Amortization Value Life AIT Customer relationships $ 19,000 $ (18,808 ) $ 192 $ 19,000 $ (18,617 ) $ 383 7 Tradename 1,900 (1,900 ) — 1,900 (1,900 ) — 6 Intellectual property/know-how 1,600 (1,600 ) — 1,600 (1,486 ) 114 7 Thermal Customer relationships 9,900 (4,373 ) 5,527 9,900 (3,877 ) 6,023 10 Tradename 1,170 (1,170 ) — 1,170 (1,170 ) — 6 Intellectual property/know-how 12,300 (6,091 ) 6,209 12,300 (5,402 ) 6,898 8-12 FDS Customer relationships 8,800 (4,596 ) 4,204 8,800 (4,009 ) 4,791 7.5 QGT Customer relationships 74,800 (6,233 ) 68,567 74,800 (2,500 ) 72,300 10 Tradename 14,900 (3,186 ) 11,714 14,900 (1,326 ) 13,574 4 Recipes 73,200 (3,050 ) 70,150 73,200 (1,220 ) 71,980 20 Standard operating procedures 8,600 (358 ) 8,242 8,600 (143 ) 8,457 20 DMS Customer relationships 6,900 (192 ) 6,708 — — — 6 UCT Tradename 8,987 — 8,987 8,987 — 8,987 * Total $ 242,057 $ (51,557 ) $ 190,500 $ 235,157 $ (41,650 ) $ 193,507 * The Company concluded that the UCT tradename intangible asset life is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. |
Future Estimated Amortization Expense | As of June 28, 2019, future estimated amortization expense is expected to be as follows (in thousands): Amortization Expense 2019 (remaining in year) $ 10,182 2020 19,799 2021 19,559 2022 19,285 2023 14,213 Thereafter 98,475 Total $ 181,513 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were as follows (in thousands, except lease term and discount rate): For the Three Months Ended June 28, 2019 For the Six Months Ended June 28, 2019 Finance lease cost: Amortization of right-of-use assets $ 33 $ 66 Interest on lease liabilities 19 79 Operating lease cost 3,265 6,685 Short-term lease cost 394 639 Sublease income (23 ) (64 ) Total lease cost $ 3,688 $ 7,405 Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 19 $ 79 Operating cash flows from operating leases $ 3,670 $ 7,108 Financing cash flows from finance leases $ 156 $ 312 As of June 28, 2019 Finance leases: Property and equipment $ 3,636 Accumulated amortization 80 Property and equipment, net $ 3,556 Finance lease liabilities, current $ 486 Finance lease liabilities, non-current 2,667 Total finance lease liabilities $ 3,153 Weighted-average remaining lease term – finance leases 4.9 years Weighted-average remaining lease term – operating leases 2.3 years Weighted-average discount rate – finance leases 7 % Weighted-average discount rate – operating leases 7 % |
Summary of Future Annual Minimum Lease Payments and Capital Lease Commitment | Future annual minimum lease payments and capital lease commitments as of June 28, 2019were as follows (in thousands): Operating Leases Finance Leases 2019 (remaining in year) $ 7,057 $ 312 2020 12,409 623 2021 10,010 623 2022 7,640 616 2023 3,118 569 Thereafter 2,458 840 Total minimum lease payments 42,692 3,583 Less: imputed interest 5,742 430 Lease liability $ 36,950 $ 3,153 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (loss) Per Share | The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share (in thousands, except per share data): Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Numerator: Net income (loss) attributable to Ultra Clean Holdings, Inc. $ (202 ) $ 18,960 $ 403 $ 43,701 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 39,399 38,802 39,261 37,763 Shares used in computation — diluted: Shares used in computing basic net income per share 39,399 38,802 39,261 37,763 Dilutive effect of common shares outstanding subject to repurchase — 489 294 649 Dilutive effect of options outstanding — 6 1 6 Weighted average shares used in computing diluted net income (loss) per share 39,399 39,297 39,556 38,418 Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — basic $ (0.01 ) $ 0.49 $ 0.01 $ 1.16 Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — diluted $ (0.01 ) $ 0.48 $ 0.01 $ 1.14 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 28, 2019 | |
Segment Reporting [Abstract] | |
Summary of Segment Description and Data | The following table describes each segment: Segment Product or Services Markets Served Geographic Areas SPS Assembly Weldments Machining Fabrication Semiconductor United States Asia Europe SSB Cleaning Analytics Semiconductor United States Asia Europe Three Months Ended Six Months Ended June 28, June 29, June 28, June 29, 2019 2018 2019 2018 Revenues: SPS $ 210,390 $ 290,213 $ 410,635 $ 605,055 SSB 54,977 — 114,873 — Total segment revenues $ 265,367 $ 290,213 $ 525,508 $ 605,055 Gross profit: SPS $ 29,317 $ 46,065 $ 54,998 $ 94,869 SSB 18,852 — 37,968 — Total segment gross profit $ 48,169 $ 46,065 $ 92,966 $ 94,869 Operating profit: SPS $ 6,368 $ 22,664 $ 10,692 $ 49,572 SSB 2,603 — 6,459 — Total segment operating profit $ 8,971 $ 22,664 $ 17,151 $ 49,572 June 28, December 28, 2019 2018 Assets SPS $ 819,970 $ 802,715 SSB 188,988 162,762 Total segment assets $ 1,008,958 $ 965,477 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Detail) | Apr. 15, 2019USD ($) | Aug. 27, 2018USD ($) | Jun. 28, 2019USD ($)Segment | Jan. 01, 2019USD ($) |
Concentration Risk [Line Items] | ||||
Number of operating segments | Segment | 2 | |||
Number of reportable segments | Segment | 2 | |||
Fair value, liabilities, level 1 to level 2 transfers, amount | $ 0 | |||
Fair value, liabilities, level 2 to level 1 transfers, amount | 0 | |||
Fair value, liabilities, level 2 to level 3 transfers, amount | 0 | |||
Operating lease right-of-use assets | 34,721,000 | |||
Total lease liabilities | $ 36,950,000 | |||
ASU 2016-02 [Member] | ||||
Concentration Risk [Line Items] | ||||
Operating lease right-of-use assets | $ 35,700,000 | |||
Total lease liabilities | $ 38,500,000 | |||
Cinos Co., Ltd [Member] | ||||
Concentration Risk [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 86.00% | |||
Cinos Xian Clean Technology, Ltd [Member] | ||||
Concentration Risk [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 60.00% | |||
Minimum [Member] | ||||
Concentration Risk [Line Items] | ||||
Fiscal year duration | 364 days | |||
Useful lives range | 3 years | |||
Minimum [Member] | Internal Use Software [Member] | ||||
Concentration Risk [Line Items] | ||||
Useful lives range | 3 years | |||
Maximum [Member] | ||||
Concentration Risk [Line Items] | ||||
Fiscal year duration | 371 days | |||
Useful lives range | 50 years | |||
Measurement period to determine fair value of assets and liabilities | 12 months | |||
Maximum [Member] | Internal Use Software [Member] | ||||
Concentration Risk [Line Items] | ||||
Useful lives range | 5 years | |||
Quantum Global Technologies, LLC [Member] | ||||
Concentration Risk [Line Items] | ||||
Total purchase consideration | $ 340,833,000 | |||
Dynamic Manufacturing Solutions [Member] | ||||
Concentration Risk [Line Items] | ||||
Total purchase consideration | $ 31,372,000 |
Organization and Significant _5
Organization and Significant Accounting Policies - Assets or Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Pension Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | $ 3,293 | $ 3,531 |
Contingent Earn-out Liability [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 3,870 | 3,924 |
Forward Contracts [Member] | ||
Other assets: | ||
Assets measured at fair value | 188 | 240 |
Purchase Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 8,500 | 8,500 |
Significant Other Observable Inputs (Level 2) [Member] | Forward Contracts [Member] | ||
Other assets: | ||
Assets measured at fair value | 188 | 240 |
Significant Unobservable Inputs (Level 3) [Member] | Pension Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 3,293 | 3,531 |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Earn-out Liability [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 3,870 | 3,924 |
Significant Unobservable Inputs (Level 3) [Member] | Purchase Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | $ 8,500 | $ 8,500 |
Organization and Significant _6
Organization and Significant Accounting Policies - Summary of Qualitative Information About Level 3 Fair Value Measurements (Details) - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands | Jun. 28, 2019USD ($) |
Contingent Earn-out Liability [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | uctt:ValuationTechniqueMonteCarloSimulationMember |
Pension Obligation [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | uctt:ValuationTechniqueProjectedUnitCreditMethodMember |
Purchase Obligation [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration, Liability, Valuation Technique [Extensible List] | us-gaap:ValuationTechniqueDiscountedCashFlowMember |
Contingent Earn-out Liability [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Contingent consideration | $ 3,870 |
Contingent Earn-out Liability [Member] | Revenue Discount Rate [Member] | Minimum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Range | 0.100 |
Contingent Earn-out Liability [Member] | Internal Forecasts [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Range | 0.075 |
Pension Obligation [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Contingent consideration | $ 3,293 |
Pension Obligation [Member] | Discount Rate [Member] | Minimum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Range | 0.0243 |
Pension Obligation [Member] | Discount Rate [Member] | Maximum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Range | 0.0274 |
Pension Obligation [Member] | Rate On Return [Member] | Minimum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Range | 0.0137 |
Pension Obligation [Member] | Rate On Return [Member] | Maximum [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Range | 0.0178 |
Pension Obligation [Member] | Salary Increase Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Range | 0.0442 |
Purchase Obligation [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Contingent consideration | $ 8,500 |
Purchase Obligation [Member] | EBITDA Multiple [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Range | 0.0621 |
Organization and Significant _7
Organization and Significant Accounting Policies - Summary of Level 3 Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 28, 2019USD ($) | |
Pension Obligation [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | $ 3,531 |
Fair value adjustments | (238) |
Ending balance | 3,293 |
Purchase Obligation [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | 8,500 |
Ending balance | 8,500 |
Contingent Earn-out Liability [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | 3,924 |
Additions | 1,428 |
Fair value adjustments | (1,482) |
Ending balance | $ 3,870 |
Organization and Significant _8
Organization and Significant Accounting Policies - Additional Information 1 (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 28, 2019 | Mar. 29, 2019 | Jun. 28, 2019 | |
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vesting period, years | 3 years | ||
Granted stock units | 727,676 | 49,192 | |
Weighted average fair value, granted | $ 12.26 | $ 8.98 | |
Vested shares withheld to satisfy withholding tax obligations | 121,864 | ||
Vested shares issued net of tax withholdings | 386,219 | ||
Stock-based compensation cost, net of estimated forfeitures, recognized | $ 19,000,000 | ||
Outstanding restricted stock | 2,085,333 | 2,085,333 | |
Aggregate fair value | $ 29,000,000 | $ 29,000,000 | |
Weighted average remaining contractual term (in years) | 1 year 4 months 24 days | ||
Restricted Stock Units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vesting period, years | 2 years 2 months 12 days | ||
Restricted Stock Units [Member] | Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vesting period, years | 3 years | ||
Unit purchase price of Restricted Stock Units | $ 0 | ||
Restricted Stock Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vesting period, years | 1 year | ||
Restricted Stock Awards [Member] | Non-Employee Directors [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding restricted stock | 75,213 | 75,213 | |
Unamortized expense of company's unvested restricted stock awards | $ 700,000 | $ 700,000 | |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee common stock fair market value rate | 95.00% | ||
Performance Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted stock units | 144,183 | ||
Weighted average fair value, granted | $ 12 | ||
Stock-based compensation cost, net of estimated forfeitures, recognized | $ 19,000,000 | ||
Outstanding restricted stock | 2,085,333 | 2,085,333 | |
Aggregate fair value | $ 29,000,000 | $ 29,000,000 | |
Weighted average remaining contractual term (in years) | 1 year 4 months 24 days | ||
Performance Stock Units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares vesting period, years | 2 years 2 months 12 days |
Organization and Significant _9
Organization and Significant Accounting Policies - Summary of Restricted Stock Unit, Performance Stock Units and Restricted Stock Award Activity (Detail) - Restricted Stock Unit, Performance Stock Units and Restricted Stock Award [Member] $ in Thousands | 6 Months Ended | |
Jun. 28, 2019USD ($)shares | Dec. 28, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested restricted stock units and restricted stock awards, Number of Shares, Beginning balance | 1,777,379 | |
Granted, Number of Shares | 979,326 | |
Vested, Number of Shares | (540,663) | |
Forfeited, Number of Shares | (55,496) | |
Unvested restricted stock units and restricted stock awards, Number of Shares, Ending balance | 2,160,546 | |
Vested and expected to vest restricted stock units and restricted stock awards, Number of Shares | 1,797,789 | |
Unvested restricted stock units and restricted stock awards, Aggregate Intrinsic Value | $ | $ 30,075 | $ 14,592 |
Vested and expected to vest restricted stock units and restricted stock awards, Aggregate Intrinsic Value | $ | $ 25,025 |
Organization and Significant_10
Organization and Significant Accounting Policies - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 2,864 | $ 2,356 | $ 5,777 | $ 4,920 |
Income tax benefit | (3,146) | (312) | (4,609) | (540) |
Stock-based compensation expense, net of tax | (282) | 2,044 | 1,168 | 4,380 |
Cost of Sales [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 566 | 517 | 1,204 | 1,023 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 45 | 10 | 88 | 71 |
Sales and Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 329 | 193 | 674 | 396 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 1,924 | $ 1,636 | $ 3,811 | $ 3,430 |
Revenue Recognition - Customers
Revenue Recognition - Customers as Percentage of Total Sales (Detail) - Sales [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Concentration Risk [Line Items] | ||||
Total | 60.30% | 83.50% | 60.50% | 85.70% |
Lam Research Corporation [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 40.80% | 61.90% | 40.30% | 64.20% |
Applied Materials, Inc. [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 19.50% | 21.60% | 20.20% | 21.50% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 28, 2019USD ($)Customer | Dec. 28, 2018Customer | |
Accrued Expenses [Member] | ||
Concentration Risk [Line Items] | ||
Unpaid customer rebates | $ | $ 0.3 | |
Maximum [Member] | ||
Concentration Risk [Line Items] | ||
Product warranty period (in years) | 2 years | |
Customer Concentration Risk [Member] | Lam Research Corporation, Applied Materials, Inc. and ASM International, Inc. [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers with accounts receivable greater than 10% | Customer | 3 | 3 |
Customer Concentration Risk [Member] | Lam Research Corporation, Applied Materials, Inc. and ASM International, Inc. [Member] | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 62.30% | 62.90% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregated by Revenue Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 265,367 | $ 290,213 | $ 525,508 | $ 605,055 |
Semiconductor Products and Solutions [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | 210,390 | $ 290,213 | 410,635 | $ 605,055 |
Semiconductor Services Business [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 54,977 | $ 114,873 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | $ 265,367 | $ 290,213 | $ 525,508 | $ 605,055 |
United States [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 133,000 | 159,187 | 270,254 | 343,962 |
China [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 12,422 | 16,812 | 20,430 | 18,978 |
Singapore [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 75,881 | 82,904 | 144,153 | 185,537 |
Austria [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 10,308 | 16,393 | 24,583 | 29,929 |
Korea [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 17,733 | 36,119 | ||
Other [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | $ 16,023 | $ 14,917 | $ 29,969 | $ 26,649 |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 99,498 | $ 121,383 |
Work in process | 46,482 | 50,959 |
Finished goods | 18,075 | 13,774 |
Total | $ 164,055 | $ 186,116 |
Balance Sheet Information - Pro
Balance Sheet Information - Property, Equipment and Leasehold Improvements, Net (Detail) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (53,610) | $ (42,501) |
Property, equipment and leasehold improvements net excluding construction in progress | 128,443 | 128,447 |
Construction in progress | 16,062 | 15,012 |
Total | 144,505 | 143,459 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 4,287 | 4,727 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 36,895 | 32,243 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 32,870 | 31,342 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 4,088 | 5,764 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 62,158 | 57,602 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 41,108 | 38,625 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | $ 647 | $ 645 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 15, 2019 | Aug. 27, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | Sep. 28, 2018 |
Business Acquisition [Line Items] | |||||||
Amortization of finite-lived intangibles | $ 5,100 | $ 1,200 | $ 9,907 | $ 2,195 | |||
Business acquisition fair value of potential earn-out payments | 1,428 | ||||||
Cash payment for acquisition | 29,873 | ||||||
Quantum Global Technologies, LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Aug. 27, 2018 | ||||||
Total purchase consideration | $ 340,833 | ||||||
Contingent consideration | 4,200 | ||||||
Business acquisition potential cash earn-out payments | 15,000 | ||||||
Acquisition related costs | 2,300 | ||||||
Cash borrowed for acquisition and refinancing | 350,000 | ||||||
Reduction in depreciation expense | 1,500 | ||||||
Increase to goodwill | 5,600 | ||||||
Amortization of finite-lived intangibles | 3,800 | 7,600 | |||||
Quantum Global Technologies, LLC [Member] | Post-closing Working Capital Adjustments [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Esrow security | 2,300 | ||||||
Quantum Global Technologies, LLC [Member] | Indemnification Obligations [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Esrow security | $ 3,400 | ||||||
Dynamic Manufacturing Solutions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Date of acquisition | Apr. 15, 2019 | ||||||
Total purchase consideration | $ 31,372 | ||||||
Business acquisition potential cash earn-out payments | 12,500 | ||||||
Amortization of finite-lived intangibles | 200 | 200 | |||||
Business acquisition fair value of potential earn-out payments | 1,400 | ||||||
Cash payment for acquisition | $ 29,900 | ||||||
Dynamic Manufacturing Solutions [Member] | General and Administrative [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related costs | $ 1,200 | $ 1,200 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition (Detail) - USD ($) $ in Thousands | Apr. 15, 2019 | Aug. 27, 2018 | Jun. 28, 2019 | Dec. 28, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 166,654 | $ 150,226 | ||
Quantum Global Technologies, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 18,991 | |||
Accounts receivable | 24,239 | |||
Inventories | 475 | |||
Prepaid expenses and other | 12,258 | |||
Property and equipment | 101,057 | |||
Goodwill | 70,593 | |||
Purchased intangible assets | 171,500 | |||
Total assets acquired | 399,113 | |||
Accounts payable | (8,996) | |||
Accrued compensation and related benefits | (7,910) | |||
Other current liabilities | (7,361) | |||
Deferred tax liability | (6,514) | |||
Other liabilities | (13,162) | |||
Total liabilities assumed | (43,943) | |||
Noncontrolling interest | (14,337) | |||
Purchase price allocated | $ 340,833 | |||
Dynamic Manufacturing Solutions [Member] | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | $ 1,460 | |||
Inventories | 10,422 | |||
Equipment and leasehold improvements | 5,375 | |||
Goodwill | 10,813 | |||
Purchased intangible assets | 6,900 | |||
Other non-current assets | 282 | |||
Total assets acquired | 35,252 | |||
Accounts payable | (3,794) | |||
Other liabilities | (86) | |||
Total liabilities assumed | (3,880) | |||
Purchase price allocated | $ 31,372 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchased Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 15, 2019 | Aug. 27, 2018 | Jun. 28, 2019 |
Quantum Global Technologies, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Purchased intangible assets | $ 171,500 | ||
Quantum Global Technologies, LLC [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Purchased intangible assets | $ 74,800 | ||
Total purchased intangible assets, useful life | 10 years | 10 years | |
Quantum Global Technologies, LLC [Member] | Trade Name [Member] | |||
Business Acquisition [Line Items] | |||
Purchased intangible assets | $ 14,900 | ||
Total purchased intangible assets, useful life | 4 years | 4 years | |
Quantum Global Technologies, LLC [Member] | Recipes [Member] | |||
Business Acquisition [Line Items] | |||
Purchased intangible assets | $ 73,200 | ||
Total purchased intangible assets, useful life | 20 years | 20 years | |
Quantum Global Technologies, LLC [Member] | Standard Operating Procedures [Member] | |||
Business Acquisition [Line Items] | |||
Purchased intangible assets | $ 8,600 | ||
Total purchased intangible assets, useful life | 20 years | 20 years | |
Dynamic Manufacturing Solutions [Member] | |||
Business Acquisition [Line Items] | |||
Purchased intangible assets | $ 6,900 | ||
Dynamic Manufacturing Solutions [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Purchased intangible assets | $ 6,900 | ||
Total purchased intangible assets, useful life | 6 years | 6 years |
Acquisitions - Unaudited Pro fo
Acquisitions - Unaudited Pro forma Consolidated Results of Operations (Detail) - Quantum Global Technologies LLC and Dynamic Manufacturing Solutions [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 266,498 | $ 362,729 | $ 534,657 | $ 751,220 |
Net income (loss) | $ (202) | $ 14,645 | $ 1,683 | $ 40,821 |
Basic earnings per share | $ (0.01) | $ 0.38 | $ 0.04 | $ 1.08 |
Diluted earnings per share | $ (0.01) | $ 0.37 | $ 0.04 | $ 1.06 |
Goodwill and Purchased Intang_3
Goodwill and Purchased Intangible Assets - Goodwill and Other Indefinite Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 28, 2019 | Dec. 28, 2018 |
Intangible Assets Net Including Goodwill [Abstract] | ||
Goodwill | $ 166,654 | $ 150,226 |
Intangible Assets | 190,500 | 193,507 |
Total | $ 357,154 | $ 343,733 |
Goodwill and Purchased Intang_4
Goodwill and Purchased Intangible Assets - Purchased Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 15, 2019 | Aug. 27, 2018 | Jun. 28, 2019 | Dec. 28, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, accumulated amortization | $ (51,557) | $ (41,650) | ||
Definite lives intangible assets, net carrying amount | 181,513 | |||
Intangible Assets, gross carrying value | 242,057 | 235,157 | ||
Intangible Assets, net carrying value | 190,500 | 193,507 | ||
American Integration Technologies LLC [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | 19,000 | 19,000 | ||
Definite lives intangible assets, accumulated amortization | (18,808) | (18,617) | ||
Definite lives intangible assets, net carrying amount | $ 192 | 383 | ||
Useful Life (in years) | 7 years | |||
American Integration Technologies LLC [Member] | Trade Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 1,900 | 1,900 | ||
Definite lives intangible assets, accumulated amortization | $ (1,900) | (1,900) | ||
Useful Life (in years) | 6 years | |||
American Integration Technologies LLC [Member] | Intellectual Properties/Know-How [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 1,600 | 1,600 | ||
Definite lives intangible assets, accumulated amortization | $ (1,600) | (1,486) | ||
Definite lives intangible assets, net carrying amount | 114 | |||
Useful Life (in years) | 7 years | |||
Thermal [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 9,900 | 9,900 | ||
Definite lives intangible assets, accumulated amortization | (4,373) | (3,877) | ||
Definite lives intangible assets, net carrying amount | $ 5,527 | 6,023 | ||
Useful Life (in years) | 10 years | |||
Thermal [Member] | Trade Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 1,170 | 1,170 | ||
Definite lives intangible assets, accumulated amortization | $ (1,170) | (1,170) | ||
Useful Life (in years) | 6 years | |||
Thermal [Member] | Intellectual Properties/Know-How [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 12,300 | 12,300 | ||
Definite lives intangible assets, accumulated amortization | (6,091) | (5,402) | ||
Definite lives intangible assets, net carrying amount | $ 6,209 | 6,898 | ||
Thermal [Member] | Intellectual Properties/Know-How [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life (in years) | 8 years | |||
Thermal [Member] | Intellectual Properties/Know-How [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Useful Life (in years) | 12 years | |||
FDS [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 8,800 | 8,800 | ||
Definite lives intangible assets, accumulated amortization | (4,596) | (4,009) | ||
Definite lives intangible assets, net carrying amount | $ 4,204 | 4,791 | ||
Useful Life (in years) | 7 years 6 months | |||
Quantum Global Technologies, LLC [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 74,800 | 74,800 | ||
Definite lives intangible assets, accumulated amortization | (6,233) | (2,500) | ||
Definite lives intangible assets, net carrying amount | $ 68,567 | 72,300 | ||
Useful Life (in years) | 10 years | 10 years | ||
Quantum Global Technologies, LLC [Member] | Trade Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 14,900 | 14,900 | ||
Definite lives intangible assets, accumulated amortization | (3,186) | (1,326) | ||
Definite lives intangible assets, net carrying amount | $ 11,714 | 13,574 | ||
Useful Life (in years) | 4 years | 4 years | ||
Quantum Global Technologies, LLC [Member] | Recipes [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 73,200 | 73,200 | ||
Definite lives intangible assets, accumulated amortization | (3,050) | (1,220) | ||
Definite lives intangible assets, net carrying amount | $ 70,150 | 71,980 | ||
Useful Life (in years) | 20 years | 20 years | ||
Quantum Global Technologies, LLC [Member] | Standard Operating Procedures [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 8,600 | 8,600 | ||
Definite lives intangible assets, accumulated amortization | (358) | (143) | ||
Definite lives intangible assets, net carrying amount | $ 8,242 | 8,457 | ||
Useful Life (in years) | 20 years | 20 years | ||
Dynamic Manufacturing Solutions [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, gross carrying amount | $ 6,900 | |||
Definite lives intangible assets, accumulated amortization | (192) | |||
Definite lives intangible assets, net carrying amount | $ 6,708 | |||
Useful Life (in years) | 6 years | 6 years | ||
UCT [Member] | Trade Name [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Indefinite lives intangible assets | $ 8,987 | $ 8,987 |
Goodwill and Purchased Intang_5
Goodwill and Purchased Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of finite-lived intangibles | $ 5,100 | $ 1,200 | $ 9,907 | $ 2,195 |
Goodwill and Purchased Intang_6
Goodwill and Purchased Intangible Assets - Future Estimated Amortization Expense (Detail) $ in Thousands | Jun. 28, 2019USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2019 (remaining in year) | $ 10,182 |
2020 | 19,799 |
2021 | 19,559 |
2022 | 19,285 |
2023 | 14,213 |
Thereafter | 98,475 |
Definite lives intangible assets, net carrying amount | $ 181,513 |
Noncontrolling interest - Addit
Noncontrolling interest - Additional Information (Detail) - USD ($) $ in Millions | Aug. 27, 2018 | Jun. 28, 2019 |
Cinos Co., Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of outstanding shares purchased | 35.00% | |
Quantum Global Technologies, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Stock purchase obligation, fair value | $ 8.5 | |
Purchase obligation maturity period | 2022-12 | |
Cinos Co., Ltd. and Cinos Xian Clean Technology, Ltd. [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of value used for fair value of non-controlling interest estimates | 100.00% | |
Quantum Global Technologies, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of outstanding shares purchased | 35.00% | |
Noncontrolling interest, ownership percentage by parent | 86.00% | |
Quantum Global Technologies, LLC [Member] | Cinos Co., Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of outstanding shares purchased | 51.00% | |
Cincos Co., Ltd [Member] | Cinos Xian Clean Technology, Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 60.00% | |
Cinos Co., Ltd [Member] | ||
Business Acquisition [Line Items] | ||
Noncontrolling interest, ownership percentage by parent | 86.00% | |
Percentage of non-controlling interest | 14.00% | |
China Joint Venture [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of non-controlling interest | 40.00% |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) € in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2018USD ($) | Jun. 28, 2019USD ($) | Jun. 28, 2019USD ($) | Jun. 28, 2019EUR (€) | Dec. 28, 2018USD ($) | |
Dynamic Manufacturing Solutions [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from credit facility | $ 15,000,000 | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio | 1.25% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Consolidated leverage ratio | 3.75% | ||||
Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Payment of existing principal, accrued interest, and fees in settlement | $ 41,600,000 | ||||
Expense recognized on extinguishment | 100,000 | ||||
Bank Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Unamortized debt issuance costs | 10,600,000 | $ 10,600,000 | |||
Outstanding amount of borrowing classified as long-term debt | $ 338,100,000 | $ 338,100,000 | |||
Bank Debt [Member] | Czech Republic [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument interest rate | 1.30% | 1.30% | 1.30% | ||
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Cash borrowed for acquisition and refinancing | $ 350,000,000 | ||||
Term loan, maturity date | Aug. 27, 2025 | ||||
Percentage of original outstanding principal balance as quarterly principal payment | 0.625% | ||||
Debt instrument, frequency of periodic payment | The Term Loan has a maturity date of August 27, 2025, with monthly interest payments in arrears, quarterly principal payments of 0.625% of the original outstanding principal balance payable beginning January 2019, with the remaining principal paid upon maturity | ||||
Description of interest rate term | The Term Loan accrues interest at a rate equal to a base LIBOR rate determined by reference to the London interbank offered rate for dollars, plus 4.5% (subject to certain adjustments quarterly based upon the Company’s consolidated leverage ratio). | ||||
Percentage of aggregate principal amount as prepayment fee | 1.00% | ||||
Outstanding term loan | $ 333,400,000 | $ 333,400,000 | |||
Unamortized debt issuance costs | 10,600,000 | 10,600,000 | |||
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument variable interest rate | 4.50% | ||||
Revolving Credit Facility [Member] | Bank Debt [Member] | Czech Republic [Member] | |||||
Debt Instrument [Line Items] | |||||
Remaining available commitments | 9,100,000 | 9,100,000 | € 8 | ||
Revolving Credit Facility [Member] | Bank Debt [Member] | United States [Member] | |||||
Debt Instrument [Line Items] | |||||
Remaining available commitments | 48,500,000 | 48,500,000 | |||
Revolving Credit Facility [Member] | Bank Debt [Member] | FDS [Member] | Czech Republic [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding amounts | 300,000 | 300,000 | € 0.3 | ||
Revolving Credit Facility [Member] | Barclays Bank PLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Initial available commitment | $ 65,000,000 | ||||
Maturity date | Aug. 27, 2023 | ||||
Commitment fee percentage | 0.25% | ||||
Outstanding amount under credit facility | $ 15,000,000 | ||||
Remaining available commitments | 48,500,000 | 48,500,000 | |||
Letter of Credit Facility [Member] | Barclays Bank PLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Initial available commitment | $ 50,000,000 | ||||
Maturity date | Aug. 27, 2023 | ||||
Commitment fee percentage | 2.50% | ||||
Outstanding amount under credit facility | 1,500,000 | 1,500,000 | |||
Percentage of undrawn and unexpired amount of letter of credit as fronting fee | 0.125% | ||||
Remaining available commitments | $ 48,500,000 | $ 48,500,000 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 2,835 | $ 2,895 | $ 4,342 | $ 5,388 |
Effective tax rate | 109.80% | 13.20% | 79.80% | 11.00% |
Undistributed earnings of foreign subsidiaries | $ 224,500 | $ 224,500 | ||
Gross liability for unrecognized tax benefits, excluding interest | $ 1,000 | $ 300 | $ 1,000 | $ 300 |
Leases - Additional Information
Leases - Additional Information (Detail) | 6 Months Ended |
Jun. 28, 2019 | |
Leases [Abstract] | |
Estimated incremental borrowing rate | 7.00% |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 28, 2019USD ($) | Jun. 28, 2019USD ($) | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 33 | $ 66 |
Interest on lease liabilities | 19 | 79 |
Operating lease cost | 3,265 | 6,685 |
Short-term lease cost | 394 | 639 |
Sublease income | (23) | (64) |
Total lease cost | 3,688 | 7,405 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from finance leases | 19 | 79 |
Operating cash flows from operating leases | 3,670 | 7,108 |
Financing cash flows from finance leases | 156 | 312 |
Property and equipment | 3,636 | 3,636 |
Accumulated amortization | 80 | 80 |
Property and equipment, net | 3,556 | 3,556 |
Finance lease liabilities, current | 486 | 486 |
Finance lease liabilities, non-current | 2,667 | 2,667 |
Total finance lease liabilities | $ 3,153 | $ 3,153 |
Weighted-average remaining lease term – finance leases | 4 years 10 months 24 days | 4 years 10 months 24 days |
Weighted-average remaining lease term – operating leases | 2 years 3 months 18 days | 2 years 3 months 18 days |
Weighted-average discount rate – finance leases | 7.00% | 7.00% |
Weighted-average discount rate – operating leases | 7.00% | 7.00% |
Leases - Summary of Future Annu
Leases - Summary of Future Annual Minimum Lease Payments and Capital Lease Commitments (Detail) $ in Thousands | Jun. 28, 2019USD ($) |
Leases [Abstract] | |
Operating Leases, 2019 (remaining in year) | $ 7,057 |
Operating Leases, 2020 | 12,409 |
Opeating Leases, 2021 | 10,010 |
Operating Leases, 2022 | 7,640 |
Operating Leases, 2023 | 3,118 |
Operating Leases, Thereafter | 2,458 |
Operating Leases, Total minimum lease payments | 42,692 |
Operating Leases, Less: imputed interest | 5,742 |
Operating Leases, Lease liability | 36,950 |
Finance Leases, 2019 (remaining in year) | 312 |
Finance Leases, 2020 | 623 |
Finance Leases, 2021 | 623 |
Finance Leases, 2022 | 616 |
Finance Leases, 2023 | 569 |
Finance Leases, Thereafter | 840 |
Finance Leases, Total minimum lease payments | 3,583 |
Finance Leases, Less: imputed interest | 430 |
Finance Leases, Lease liability | $ 3,153 |
Net Income Per Share - Basic an
Net Income Per Share - Basic and Diluted Net Income (loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | |
Numerator: | ||||
Net income (loss) attributable to Ultra Clean Holdings, Inc. | $ (202) | $ 18,960 | $ 403 | $ 43,701 |
Shares used in computation — basic: | ||||
Weighted average common shares outstanding | 39,399 | 38,802 | 39,261 | 37,763 |
Shares used in computation — diluted: | ||||
Shares used in computing basic net income per share | 39,399 | 38,802 | 39,261 | 37,763 |
Dilutive effect of common shares outstanding subject to repurchase | 489 | 294 | 649 | |
Dilutive effect of options outstanding | 6 | 1 | 6 | |
Weighted average shares used in computing diluted net income (loss) per share | 39,399 | 39,297 | 39,556 | 38,418 |
Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — basic | $ (0.01) | $ 0.49 | $ 0.01 | $ 1.16 |
Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — diluted | $ (0.01) | $ 0.48 | $ 0.01 | $ 1.14 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Jun. 28, 2019USD ($) |
Inventory [Member] | |
Long Term Purchase Commitment [Line Items] | |
Purchase commitments | $ 82.6 |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Detail) $ in Millions | 6 Months Ended | |
Jun. 28, 2019USD ($)Segment | Jun. 29, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | Segment | 2 | |
Asia [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets | $ 80.4 | $ 10 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets | $ 3.3 | |
Czech Republic [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets | $ 1.5 |
Reportable Segments - Summary o
Reportable Segments - Summary of Segment Description (Detail) | 6 Months Ended |
Jun. 28, 2019 | |
SPS [Member] | |
Segment Reporting Information [Line Items] | |
Product or Services | Assembly Weldments Machining Fabrication |
Markets Served | Semiconductor |
Geographic Areas | United States Asia Europe |
SSB [Member] | |
Segment Reporting Information [Line Items] | |
Product or Services | Cleaning Analytics |
Markets Served | Semiconductor |
Geographic Areas | United States Asia Europe |
Reportable Segments - Summary_2
Reportable Segments - Summary of Segment Data (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 28, 2019 | Jun. 29, 2018 | Jun. 28, 2019 | Jun. 29, 2018 | Dec. 28, 2018 | |
Revenues: | |||||
Revenues | $ 265,367 | $ 290,213 | $ 525,508 | $ 605,055 | |
Gross profit: | |||||
Total segment gross profit | 48,169 | 46,065 | 92,966 | 94,869 | |
Operating profit: | |||||
Total segment operating profit | 8,971 | 22,664 | 17,151 | 49,572 | |
ASSETS | |||||
Total segment assets | 1,008,958 | 965,477 | 1,008,958 | 965,477 | $ 965,477 |
SPS [Member] | |||||
Revenues: | |||||
Revenues | 210,390 | 290,213 | 410,635 | 605,055 | |
Gross profit: | |||||
Total segment gross profit | 29,317 | 46,065 | 54,998 | 94,869 | |
Operating profit: | |||||
Total segment operating profit | 6,368 | 22,664 | 10,692 | 49,572 | |
ASSETS | |||||
Total segment assets | 819,970 | 802,715 | 819,970 | 802,715 | |
SSB [Member] | |||||
Revenues: | |||||
Revenues | 54,977 | 114,873 | |||
Gross profit: | |||||
Total segment gross profit | 18,852 | 37,968 | |||
Operating profit: | |||||
Total segment operating profit | 2,603 | 6,459 | |||
ASSETS | |||||
Total segment assets | $ 188,988 | $ 162,762 | $ 188,988 | $ 162,762 |