Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 27, 2019 | Oct. 25, 2019 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 27, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | UCTT | |
Entity Registrant Name | Ultra Clean Holdings, Inc. | |
Entity Central Index Key | 0001275014 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | 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 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Entity Incorporation, State or Country Code | DE | |
Security Exchange Name | NASDAQ | |
Entity File Number | 000-50646 | |
Entity Tax Identification Number | 61-1430858 | |
Entity Address, Address Line One | 26462 Corporate Avenue | |
Entity Address, City or Town | Hayward | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94545 | |
City Area Code | 510 | |
Local Phone Number | 576-4400 | |
Entity Common Stock, Shares Outstanding | 39,805,815 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 28, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 158,690 | $ 144,145 |
Accounts receivable, net of allowance of $306 and $123, respectively | 110,388 | 106,956 |
Inventories | 153,549 | 186,116 |
Prepaid expenses and other | 20,283 | 25,708 |
Total current assets | 442,910 | 462,925 |
Property, plant and equipment, net | 143,719 | 143,459 |
Goodwill | 169,557 | 150,226 |
Purchased intangibles, net | 185,409 | 193,507 |
Deferred tax assets, net | 12,274 | 10,167 |
Operating lease right-of-use assets | 33,055 | |
Other non-current assets | 5,953 | 5,193 |
Total assets | 992,877 | 965,477 |
Current liabilities: | ||
Bank borrowings | 9,013 | 9,671 |
Accounts payable | 101,008 | 99,011 |
Accrued compensation and related benefits | 24,552 | 15,846 |
Operating lease liabilities | 11,578 | |
Other current liabilities | 16,496 | 14,770 |
Total current liabilities | 162,647 | 139,298 |
Bank borrowings, net of current portion | 304,172 | 331,549 |
Deferred tax liability | 23,411 | 15,834 |
Operating lease liabilities | 23,809 | |
Other non-current liabilities | 22,112 | 27,808 |
Total liabilities | 536,151 | 514,489 |
Commitments and contingencies (See Note 9) | ||
Stockholders’ equity: | ||
Preferred stock — $0.001 par value, 10,000,000 authorized; none outstanding | ||
Common stock — $0.001 par value, 90,000,000 authorized; 39,793,220 and 39,065,935 shares issued and outstanding, in 2019 and 2018, respectively | 40 | 40 |
Additional paid-in capital | 297,976 | 290,424 |
Common shares held in treasury, at cost, 601,944 shares in 2019 and 2018 | (3,337) | (3,337) |
Retained earnings | 150,634 | 149,718 |
Accumulated other comprehensive loss | (4,349) | (547) |
Ultra Clean Holdings, Inc. stockholders' equity | 440,964 | 436,298 |
Noncontrolling interest | 15,762 | 14,690 |
Total stockholders’ equity | 456,726 | 450,988 |
Total liabilities and stockholders’ equity | $ 992,877 | $ 965,477 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 28, 2018 |
Statement Of Financial Position [Abstract] | ||
Account receivable, allowance | $ 306 | $ 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 | 39,793,220 | 39,065,935 |
Common stock, shares outstanding | 39,793,220 | 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 | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Income Statement [Abstract] | ||||
Revenues | $ 254,323 | $ 234,079 | $ 779,831 | $ 839,134 |
Cost of goods sold | 206,819 | 199,084 | 639,361 | 709,270 |
Gross profit | 47,504 | 34,995 | 140,470 | 129,864 |
Operating expenses: | ||||
Research and development | 3,634 | 3,284 | 10,986 | 9,228 |
Sales and marketing | 5,877 | 3,839 | 16,638 | 11,274 |
General and administrative | 29,735 | 26,950 | 87,437 | 58,868 |
Total operating expenses | 39,246 | 34,073 | 115,061 | 79,370 |
Income from operations | 8,258 | 922 | 25,409 | 50,494 |
Interest and other income (expense), net | (3,492) | (2,766) | (15,201) | (3,249) |
Income (loss) before income tax provision | 4,766 | (1,844) | 10,208 | 47,245 |
Income tax provision | 3,878 | 4,596 | 8,220 | 9,984 |
Net income (loss) | 888 | (6,440) | 1,988 | 37,261 |
Net income (loss) attributable to noncontrolling interest | 375 | (443) | 1,072 | (443) |
Net income (loss) attributable to Ultra Clean Holdings, Inc. | $ 513 | $ (5,997) | $ 916 | $ 37,704 |
Net income (loss) per share attributable to Ultra Clean Holdings, Inc. common stockholders: | ||||
Basic | $ 0.01 | $ (0.15) | $ 0.02 | $ 0.99 |
Diluted | $ 0.01 | $ (0.15) | $ 0.02 | $ 0.97 |
Shares used in computing net income (loss) per share: | ||||
Basic | 39,557 | 38,930 | 39,363 | 38,152 |
Diluted | 40,025 | 38,930 | 39,746 | 38,745 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 888 | $ (6,440) | $ 1,988 | $ 37,261 |
Other comprehensive income (loss): | ||||
Change in cumulative translation adjustment | (1,626) | (193) | (3,780) | (656) |
Cash flow hedges: | ||||
Change in fair value of derivatives | (44) | 39 | 48 | (24) |
Adjustment for net loss realized and included in net loss | (24) | (337) | (70) | (1,247) |
Total change in unrealized loss on derivative instruments | (68) | (298) | (22) | (1,271) |
Other comprehensive loss, net of tax | (1,694) | (491) | (3,802) | (1,927) |
Comprehensive income (loss) | (806) | (6,931) | (1,814) | 35,334 |
Less: Comprehensive income (loss) attributable to noncontrolling interest | 375 | (37) | 1,072 | (37) |
Comprehensive income (loss) attributable to Ultra Clean Holdings, Inc. | $ (1,181) | $ (6,894) | $ (2,886) | $ 35,371 |
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) | 37,261 | |||||
Ending balance at Sep. 28, 2018 | 446,748 | $ 39 | 283,956 | 150,826 | (43) | $ 11,970 |
Ending balance, Shares at Sep. 28, 2018 | 39,001,184 | |||||
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 | |||||
Issuance under employee stock plans, Shares | 97,358 | |||||
Amortization of stock-based compensation | 2,214 | 2,214 | ||||
Employees’ taxes paid upon vesting of restricted stock units | (311) | (311) | ||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (22,826) | |||||
Noncontrolling interest from acquisition of QGT | 12,413 | 12,413 | ||||
Net income (loss) | (6,440) | (5,997) | (443) | |||
Other comprehensive loss | (455) | (455) | ||||
Ending balance at Sep. 28, 2018 | 446,748 | $ 39 | 283,956 | 150,826 | (43) | 11,970 |
Ending balance, Shares at Sep. 28, 2018 | 39,001,184 | |||||
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) | 1,988 | |||||
Ending balance at Sep. 27, 2019 | 456,726 | $ 40 | 294,639 | 150,634 | (4,349) | 15,762 |
Ending balance, Shares at Sep. 27, 2019 | 39,793,220 | |||||
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 | |||||
Issuance under employee stock plans, Shares | 273,460 | |||||
Amortization of stock-based compensation | 3,301 | 3,301 | ||||
Employees’ taxes paid upon vesting of restricted stock units | (257) | (257) | ||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (17,002) | |||||
Net income (loss) | 888 | 513 | 375 | |||
Other comprehensive loss | (1,694) | (1,694) | ||||
Ending balance at Sep. 27, 2019 | $ 456,726 | $ 40 | $ 294,639 | $ 150,634 | $ (4,349) | $ 15,762 |
Ending balance, Shares at Sep. 27, 2019 | 39,793,220 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2019 | Sep. 28, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 1,988 | $ 37,261 |
Adjustments to reconcile net income to net cash provided by operating activities (excluding assets acquired and liabilities assumed): | ||
Depreciation and amortization | 15,808 | 5,801 |
Amortization of finite-lived intangibles | 14,998 | 4,607 |
Amortization of debt issuance costs | 1,346 | 322 |
Stock-based compensation | 9,078 | 7,133 |
Change in the fair value of financial instruments | (3,720) | (499) |
Loss on the disposal of assets and business | 25 | 1,352 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,376) | 13,730 |
Inventories | 42,489 | 37,816 |
Prepaid expenses and other current assets | 1,994 | (6,292) |
Deferred income taxes | (2,115) | 68 |
Other non-current assets | (776) | (297) |
Accounts payable | (282) | (86,699) |
Accrued compensation and related benefits | 8,757 | 5,332 |
Income taxes payable | (1,473) | (3,969) |
Other liabilities | 3,332 | (335) |
Net cash provided by operating activities | 89,073 | 15,331 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (12,665) | (15,526) |
Acquisition of businesses, net of cash acquired | (29,873) | (290,462) |
Proceeds from insurance and sale of equipment | 2,698 | |
Net cash used in investing activities | (39,840) | (305,988) |
Cash flows from financing activities: | ||
Proceeds from bank borrowings | 34,805 | 382,184 |
Proceeds from issuance of common stock | 126 | 94,471 |
Payments on bank borrowings and finance leases | (64,534) | (78,608) |
Debt issuance costs paid | (12,118) | |
Employees’ taxes paid upon vesting of restricted stock units | (1,652) | (2,945) |
Net cash provided by (used in) financing activities | (31,255) | 382,984 |
Effect of exchange rate changes on cash and cash equivalents | (3,433) | (293) |
Net increase in cash and cash equivalents | 14,545 | 92,034 |
Cash and cash equivalents at beginning of period | 144,145 | 68,306 |
Cash and cash equivalents at end of period | 158,690 | 160,340 |
Supplemental cash flow information: | ||
Income taxes paid | 12,214 | 13,594 |
Income tax refunds | 37 | 39 |
Interest paid | 16,436 | 2,951 |
Non-cash activities: | ||
Operating lease right-of-use assets | 35,633 | |
Operating lease liabilities | 38,493 | |
Fair value of earn-out payment related to acquisitions | 1,428 | 4,163 |
Property, plant and equipment purchased included in accounts payable and other liabilities | 4,565 | 1,767 |
Business interruption insurance proceeds receivable | $ 1,000 | |
Impairment loss due to a facility fire | 5,226 | |
Sale of a business unit | $ 291 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 27, 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 and became a publicly traded company in March 2004. The Company is a global leader in the design, engineering, and manufacture of production tools, modules and subsystems for the semiconductor capital equipment industry and industry segments with similar requirements including display, consumer and medical. The Company focuses on providing specialized engineering and manufacturing solutions for these applications. Through the Company’s acquisition of Quantum Global Technologies, LLC (“QGT”) in August 2018, the Company is also a provider of ultra-high purity outsourced parts cleaning, process tool part recoating, surface treatment and analytical services to the semiconductor and related industries. On April 15, 2019, the Company purchased substantially all of the assets of Dynamic Manufacturing Solutions, LLC ("DMS"), a semiconductor weldment and solutions provider. See Note 2 to the Company’s Condensed Consolidated Financial Statements for further information about the acquisitions of QGT and DMS. 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. Fiscal Year — 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. 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 upon consolidation. 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 15 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 (Euro). 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 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 and purchase 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. 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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Lam Research Corporation 37.6 % 48.7 % 39.4 % 59.9 % Applied Materials, Inc. 24.3 23.0 21.5 21.9 Total 61.9 % 71.7 % 60.9 % 81.8 % 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 September 27, 2019 and December 28, 2018, in the aggregate approximately 67.3% and 62.9% of accounts receivable, respectively. Fair Value of Measurements — The Company measures its cash equivalents, contingent earn-out liabilities, pension and purchase obligations 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. 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, Plant and — Property, plant 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 ten 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, plant and equipment that has not yet been placed in service for their intended use and is, therefore, not depreciated. Long-lived Assets — The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The Company assesses the fair value of the assets based on the amount of the undiscounted future cash flows that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset are less than the carrying value of the asset. If the Company identifies an impairment, the Company reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach. At the end of fiscal year 2018, the Company assessed the useful lives of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required. Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held-for-sale. Immediately before classification as held-for-sale or distribution, the assets, or components of a disposal group, are measured at the lower of the carrying amount and fair value less costs to sell. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognized in the Condensed Consolidated Statements of Operations. Gains are not recognized in excess of any cumulative impairment loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortized or depreciated. Goodwill and Indefinite Lived Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually. Purchased intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated future discounted cash flows. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present. 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. 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 September 27, 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 — On December 30, 2017, the Company adopted Topic 606 using the modified retrospective method to value those contracts which were not completed as of December 30, 2017. The adoption of Topic 606 did not have a material effect on the Company’s financial position or results of operations. 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. Research and Development Costs — Research and development costs are expensed as incurred. Stock-Based Compensation Expense — The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives and certain employees. These equity-based awards include stock options, restricted stock awards and restricted stock units. 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. 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 14 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. These partially-owned entities are (1) Cinos Co., Ltd (“Cinos”), a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea, 86.0% of whose equity interests the Company is obligated to purchase and whose results the Company consolidates and (2) Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is 60.0% owned by Cinos,. The interest held by others in Cinos and in Cinos China 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. 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. Accounting Standards Codification (“ For additional information on the required disclosures related to the impact of adopting this standard, see Note 13 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 Accounting Standard Not Yet Adopted In August 2018, the FASB issued authoritative guidance that eliminates, amends, and adds disclosure requirements for fair value measurements. While the amended and new disclosure requirements primarily relate to Level 3 fair value measurements, the authoritative guidance also eliminates disclosure requirements related to the amount and reasons for transfer between Level 1 and Level 2 of fair value hierarchy, policy for timing of transfer between levels, and the valuation processes for Level 3 fair value measurements. The authoritative guidance will be effective in the first quarter of fiscal 2020. Early adoption is permitted only for the removal and amendment of certain disclosures, while the new disclosures requirements are to be applied prospectively. The Company is currently evaluating the effect of this new guidance on Company’s Condensed Consolidated Financial Statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 27, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | 2. BUSINESS COMBINATIONS Quantum Global Technologies, LLC 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 nine months ended September 27, 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 6 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. Subsequent to the filing of the Company’s June 28, 2019 financial statements, the Company completed 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 third quarter of 2019. As a result of its analysis, the Company recorded a reduction in the fair value of fixed assets of approximately $0.9 million and a reduction in previously recorded depreciation expense of approximately $0.2 million during the third quarter of 2019. In addition, the Company completed its analysis of the impact of the intangible assets acquired on its worldwide tax position and recorded deferred tax liabilities that resulted in an increase to goodwill of approximately $2.0 million during the third quarter of 2019. The following table summarizes the 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, plant and equipment 100,116 Goodwill 73,496 Purchased intangible assets 171,500 Total assets acquired 401,075 Accounts payable (8,996 ) Accrued compensation and related benefits (7,910 ) Other current liabilities (7,361 ) Deferred tax liability (8,476 ) Other liabilities (13,162 ) Total liabilities assumed (45,905 ) 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 nine months ended September 27, 2019, amortization of purchased intangible assets of $3.8 million and $11.5 million, respectively, are presented in cost of goods sold and general and administrative expenses in the Condensed Consolidated Statements of Operations. The results of operations for the Company for the nine months ended September 28, 2018 include operating activity for QGT since its acquisition date of August 27, 2018. For the three and nine months ended September 28, 2018, net revenues of approximately $22.5 million attributable to QGT were included in the consolidated results of operations. Dynamic Manufacturing Solutions, LLC 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 Condensed 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 primarily related to taxes, inventory 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 nine months ended September 27, 2019, included charges of $0.3 million and $0.5 million, respectively, attributable to amortization of purchased intangible assets. For the nine months ended September 27, 2019, $1.2 million of acquisition related costs are included in general and administrative expenses in the Company’s Condensed Consolidated Statements of Operations. The results of operations for the Company for the nine months ended September 27, 2019 include operating activity for DMS since its acquisition date of April 15, 2019. For the three and nine months ended September 27, 2019, net revenues of approximately $11.1 million and $17.5 million, respectively attributable to DMS is included in the consolidated results of operations. Pro Forma Consolidated Results 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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Revenues $ 254,323 $ 287,979 $ 788,980 $ 1,039,199 Net income $ 550 $ 4,494 $ 2,233 $ 47,062 Basic income per share $ 0.01 $ 0.12 $ 0.06 $ 1.23 Diluted income per share $ 0.01 $ 0.12 $ 0.06 $ 1.21 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 operations 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. |
Balance Sheet Information
Balance Sheet Information | 9 Months Ended |
Sep. 27, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Information | 3. BALANCE SHEET INFORMATION Inventories consisted of the following (in thousands): September 27, December 28, 2019 2018 Raw materials $ 92,036 $ 121,383 Work in process 46,792 50,959 Finished goods 14,721 13,774 Total $ 153,549 $ 186,116 Property, equipment and leasehold improvements, net, consisted of the following (in thousands): September 27, December 28, 2019 2018 Land $ 3,774 $ 4,727 Building 36,595 32,243 Computer equipment and software 32,969 31,342 Furniture and fixtures 4,356 5,764 Machinery and equipment 63,006 57,602 Leasehold improvements 44,340 38,625 Vehicles 511 645 Accumulated depreciation (58,832 ) (42,501 ) 126,719 128,447 Construction in progress 17,000 15,012 Total $ 143,719 $ 143,459 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 27, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. FAIR VALUE MEASUREMENTS 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 September 27, 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 $ 33 $ — $ 33 $ — Other liabilities: Contingent earn-out liabilities $ 1,428 $ — $ — $ 1,428 Pension obligation $ 3,336 $ — $ — $ 3,336 Common stock 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 Common stock 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): September 27, Valuation Unobservable 2019 Techniques Input Range Contingent earn-out liability $ 1,428 Monte Carlo simulation Revenue discount rate 10.0% - 15.0% Internal forecasts 7.5% Pension obligation $ 3,336 Projected unit credit method Discount rate 2.43% - 2.74% Rate on return 1.37% - 1.78% Salary increase rate 4.42% Common stock 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 (3,924 ) — (195 ) As of September 27, 2019 $ 1,428 $ 8,500 $ 3,336 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 27, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. GOODWILL AND 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. 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 the 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): September 27, 2019 December 28, 2018 Intangible Intangible Goodwill Assets Total Goodwill Assets Total Carrying amount $ 169,557 $ 185,409 $ 354,966 $ 150,226 $ 193,507 $ 343,733 Intangible Assets Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets at each reporting period to determine whether events and circumstances require revising the remaining period of amortization. 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 September 27, 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 $ (18,904 ) $ 96 $ 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 (4,620 ) 5,280 9,900 (3,877 ) 6,023 10 Tradename 1,170 (1,170 ) — 1,170 (1,170 ) — 6 Intellectual property/know-how 12,300 (6,436 ) 5,864 12,300 (5,402 ) 6,898 8-12 FDS Customer relationships 8,800 (4,889 ) 3,911 8,800 (4,009 ) 4,791 7.5 QGT Customer relationships 74,800 (8,103 ) 66,697 74,800 (2,500 ) 72,300 10 Tradename 14,900 (4,116 ) 10,784 14,900 (1,326 ) 13,574 4 Recipes 73,200 (3,965 ) 69,235 73,200 (1,220 ) 71,980 20 Standard operating procedures 8,600 (466 ) 8,134 8,600 (143 ) 8,457 20 DMS Customer relationships 6,900 (479 ) 6,421 — — — 6 UCT Tradename 8,987 — 8,987 8,987 — 8,987 * Total $ 242,057 $ (56,648 ) $ 185,409 $ 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 $2.4 million for the three months ended September 27, 2019 and September 28, 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 September 27, 2019, future estimated amortization expense is expected to be as follows (in thousands): Amortization Expense 2019 (remaining in year) $ 5,091 2020 19,799 2021 19,559 2022 19,285 2023 14,213 Thereafter 98,475 Total $ 176,422 |
Borrowing Arrangements
Borrowing Arrangements | 9 Months Ended |
Sep. 27, 2019 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 6. 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”). UCT 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 2) 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). September 27, 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 September 27, 2019 As of September 27, 2019 The New Credit Agreement requires the Company to maintain certain financial covenants including a consolidated fixed charge coverage ratio (as defined in the New Credit Agreement) as of the last day of any fiscal quarter of at least 1.25 to 1.00, and a consolidated leverage ratio (as defined in the New Credit Agreement) as of the last day of any fiscal quarter of no greater than 3.75 to 1.00. The Company was in compliance with all financial covenants as of the quarter ended September 27, 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 September 27, 2019 As of September 27, 2019 Cinos has Credit Agreements with various banks that provide Revolving Credit Facilities for a total available commitment of 4.9 billion Korean Won (approximately $4.3 million) with annual renewals beginning in April 2020 through October 2020 and interest rates ranging from 1.4% - 5.4% As of September 27, 2019 September 27, 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 | 9 Months Ended |
Sep. 27, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 7. INCOME TAX Effective January 1, 2018, the Tax Act Cuts and Jobs (“ The Company’s income tax provision and effective tax rate for the three and nine months ended September 27, 2019 were $3.9 million and 81.4% and $8.2 million and 80.5%, respectively. The Company’s income tax provision and effective tax rate for the three and nine months ended September 28, 2018 were $4.6 million and (249.2)% and $10.0 million and 21.1% 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 September 27, 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 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 September 27, 2019, the Company had undistributed earnings of foreign subsidiaries that are indefinitely invested outside of the U.S. of approximately $235.6 million. It is not practicable to determine the tax liability that might be incurred if these earnings were to be distributed. As of September 27, 2019 and September 28, 2018, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $1.0 million at both periods. 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. |
Retirement Plans
Retirement Plans | 9 Months Ended |
Sep. 27, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plans | 8. RETIREMENT PLANS 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. The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all employees who meet certain eligibility requirements. Participants could elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25% of their salary to a maximum of $18,500. The Company may make matching contributions of up to 3% of employee contributions based upon eligibility. The Company made approximately $0.3 million and $0.9 million discretionary employer contributions to the 401(k) Plan in the three and nine months period ended September 27, 2019, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 27, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES The Company had commitments to purchase inventory totaling approximately $100.8 million as of September 27, 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 Condensed Consolidated Statements 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. |
Stockholders' Equity and Noncon
Stockholders' Equity and Noncontrolling Interests | 9 Months Ended |
Sep. 27, 2019 | |
Noncontrolling Interest [Abstract] | |
Stockholders' Equity and Noncontrolling Interests | 10. STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS QGT owns 51.0% of the outstanding shares of Cinos, 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 Cinos 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 the 35% noncontrolling interest in Cinos China, which brings its controlling interest up to 86%. The carrying value of the remaining 14.0% interest held by others in Cinos and the 40.0% interest in Cinos China are presented as noncontrolling interests in the accompanying Condensed Consolidated Financial Statements. The fair values of the noncontrolling interests were estimated based on the values of Cinos and Cinos China 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 common stock owned by a Cinos 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 common 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 as of September 27, 2019 of $8.5 million has been recorded as a non-current liability in the accompanying Condensed 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 allows for the purchase obligation to become due at various times through December 2022. |
Employee Stock Plans
Employee Stock Plans | 9 Months Ended |
Sep. 27, 2019 | |
Postemployment Benefits [Abstract] | |
Employee Stock Plans | 11. EMPLOYEE STOCK PLANS Stock-based compensation expense includes compensation costs related to estimated fair values of 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 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 77,260 RSUs granted during the quarter ended September 27, 2019, with a weighted average fair value of $13.09. During the quarter ended June 28, 2019, the Company granted 727,676 RSUs and 144,183 PSUs 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 nine months ended September 27, 2019, 138,866 vested shares were withheld to satisfy withholding tax obligations, resulting in the net issuance of 642,677 shares. As of September 27, 2019, approximately $17.5 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 2.0 years. As of September 27, 2019, a total of 1,804,101 RSUs and PSUs remain outstanding with an aggregate intrinsic value of $26.1 million and a weighted average remaining contractual term of 1.4 years. Restricted Stock Awards — As of September 27, 2019, a total of 69,783 RSAs were outstanding. The total unamortized expense of the Company’s unvested restricted stock awards as of September 27, 2019 was $0.6 million. The following table summarizes the Company’s combined RSU, PSU and RSA activity for the nine months ended September 27, 2019: Shares Aggregate Fair (in thousands) Unvested RSUs and RSAs at December 28, 2018 1,777,379 $ 14,592 Granted 1,068,094 Vested (819,553 ) Forfeited (152,036 ) Unvested RSUs and RSAs as of September 27, 2019 1,873,884 $ 27,153 Vested and expected to vest RSUs and RSAs as of September 27, 2019 1,660,573 $ 24,062 The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Cost of goods sold (1) $ 578 $ 374 $ 1,782 $ 1,397 Research and development 122 25 209 96 Sales and marketing 275 221 950 616 General and administrative 2,326 1,594 6,137 5,024 3,301 2,214 9,078 7,133 Income tax benefit (2,686 ) (464 ) (7,310 ) (1,494 ) Stock-based compensation expense, net of tax $ 615 $ 1,750 $ 1,768 $ 5,639 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 27, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 12. 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 and services 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 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 goods sold 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. 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 September 27, 2019, an accrual for unpaid customer rebates of $1.3 million is included in accrued expenses on the Company’s Condensed Consolidated Balance Sheet. The Company's disaggregated revenues is by segments. 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. Below 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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 United States $ 136,128 $ 123,655 $ 406,382 $ 467,616 Singapore 68,147 62,437 212,300 247,974 South Korea 15,585 9,794 51,704 23,495 Austria 9,676 18,320 34,259 48,249 China 7,677 11,803 28,107 30,782 Other 17,110 8,070 47,079 21,018 $ 254,323 $ 234,079 $ 779,831 $ 839,134 |
Leases
Leases | 9 Months Ended |
Sep. 27, 2019 | |
Leases [Abstract] | |
Leases | 13. LEASES The Company leases offices, facilities and equipment in locations throughout the United States, 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 summarized as follows (in thousands, except lease term and discount rate): Three Months Ended September 27, 2019 Nine Months Ended September 27, 2019 Finance lease cost: Amortization of right-of-use assets $ 120 $ 186 Interest on lease liabilities 83 162 Operating lease cost 3,726 10,410 Short-term lease cost 479 1,117 Sublease income (45 ) (109 ) Total lease cost $ 4,363 $ 11,766 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 83 $ 162 Operating cash flows from operating leases $ 3,487 $ 10,594 Financing cash flows from finance leases $ 156 $ 467 As of September 27, 2019 Finance leases: Property, plant and equipment $ 3,636 Accumulated amortization 201 Property, plant and equipment, net $ 3,435 Finance lease liabilities, current $ 495 Finance lease liabilities, non-current 2,590 Total finance lease liabilities $ 3,085 Weighted-average remaining lease term – finance leases 4.7 years Weighted-average remaining lease term – operating leases 2.4 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 September 27, 2019 were summarized as follows (in thousands): Operating Leases Finance Leases 2019 (remaining in year) $ 3,622 $ 156 2020 13,550 623 2021 10,817 623 2022 8,329 616 2023 3,117 569 Thereafter 2,456 840 Total minimum lease payments 41,891 3,427 Less: imputed interest 6,504 342 Lease liability $ 35,387 $ 3,085 |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 27, 2019 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | 14. NET INCOME (LOSS) 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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Numerator: Net income (loss) attributable to Ultra Clean Holdings, Inc. $ 513 $ (5,997 ) $ 916 $ 37,704 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 39,557 38,930 39,363 38,152 Shares used in computation — diluted: Shares used in computing basic net income per share 39,557 38,930 39,363 38,152 Dilutive effect of common shares outstanding subject to repurchase 468 — 382 588 Dilutive effect of options outstanding — — 1 5 Weighted average shares used in computing diluted net income (loss) per share 40,025 38,930 39,746 38,745 Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — basic $ 0.01 $ (0.15 ) $ 0.02 $ 0.99 Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — diluted $ 0.01 $ (0.15 ) $ 0.02 $ 0.97 |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 27, 2019 | |
Segment Reporting [Abstract] | |
Reportable Segments | 15. 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 condensed consolidated 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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Revenues: SPS $ 200,025 $ 211,548 $ 610,660 $ 816,603 SSB 54,298 22,531 169,171 22,531 Total segment revenues $ 254,323 $ 234,079 $ 779,831 $ 839,134 Gross profit: SPS $ 29,880 $ 27,817 $ 84,878 $ 122,686 SSB 17,624 7,178 55,592 7,178 Total segment gross profit $ 47,504 $ 34,995 $ 140,470 $ 129,864 Operating profit: SPS $ 7,363 $ (467 ) $ 18,055 $ 49,105 SSB 895 1,389 7,354 1,389 Total segment operating profit $ 8,258 $ 922 $ 25,409 $ 50,494 September 27, December 28, 2019 2018 Assets SPS $ 817,337 $ 802,715 SSB 175,540 162,762 Total segment assets $ 992,877 $ 965,477 As of September 27, 2019, approximately $77.8 million and $6.6 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 September 28, 2018, approximately $78.7 million and $2.6 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) | 9 Months Ended |
Sep. 27, 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. |
Fiscal Year | Fiscal Year — 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. |
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 upon consolidation. |
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 15 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 (Euro). 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 Estimates | Use of 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 and purchase 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. 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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Lam Research Corporation 37.6 % 48.7 % 39.4 % 59.9 % Applied Materials, Inc. 24.3 23.0 21.5 21.9 Total 61.9 % 71.7 % 60.9 % 81.8 % 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 September 27, 2019 and December 28, 2018, in the aggregate approximately 67.3% and 62.9% of accounts receivable, respectively. |
Fair Value of Measurements | Fair Value of Measurements — The Company measures its cash equivalents, contingent earn-out liabilities, pension and purchase obligations 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. |
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, Plant and — Property, plant 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 ten 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, plant and equipment that has not yet been placed in service for their intended use and is, therefore, not depreciated. |
Long-lived Assets | Long-lived Assets — The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The Company assesses the fair value of the assets based on the amount of the undiscounted future cash flows that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset are less than the carrying value of the asset. If the Company identifies an impairment, the Company reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach. At the end of fiscal year 2018, the Company assessed the useful lives of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required. Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held-for-sale. Immediately before classification as held-for-sale or distribution, the assets, or components of a disposal group, are measured at the lower of the carrying amount and fair value less costs to sell. Impairment losses on initial classification as held-for-sale and subsequent gains and losses on remeasurement are recognized in the Condensed Consolidated Statements of Operations. Gains are not recognized in excess of any cumulative impairment loss. Once classified as held-for-sale, intangible assets and property, plant and equipment are no longer amortized or depreciated. |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually. Purchased intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated future discounted cash flows. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present. |
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. |
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 September 27, 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 — On December 30, 2017, the Company adopted Topic 606 using the modified retrospective method to value those contracts which were not completed as of December 30, 2017. The adoption of Topic 606 did not have a material effect on the Company’s financial position or results of operations. 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. |
Research and Development Costs | Research and Development Costs — Research and development costs are expensed as incurred. |
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 and certain employees. These equity-based awards include stock options, restricted stock awards and restricted stock units. 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. |
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 14 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. These partially-owned entities are (1) Cinos Co., Ltd (“Cinos”), a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea, 86.0% of whose equity interests the Company is obligated to purchase and whose results the Company consolidates and (2) Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is 60.0% owned by Cinos,. The interest held by others in Cinos and in Cinos China 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. |
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. Accounting Standards Codification (“ For additional information on the required disclosures related to the impact of adopting this standard, see Note 13 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 |
Accounting Standard Not Yet Adopted | Accounting Standard Not Yet Adopted In August 2018, the FASB issued authoritative guidance that eliminates, amends, and adds disclosure requirements for fair value measurements. While the amended and new disclosure requirements primarily relate to Level 3 fair value measurements, the authoritative guidance also eliminates disclosure requirements related to the amount and reasons for transfer between Level 1 and Level 2 of fair value hierarchy, policy for timing of transfer between levels, and the valuation processes for Level 3 fair value measurements. The authoritative guidance will be effective in the first quarter of fiscal 2020. Early adoption is permitted only for the removal and amendment of certain disclosures, while the new disclosures requirements are to be applied prospectively. The Company is currently evaluating the effect of this new guidance on Company’s Condensed Consolidated Financial Statements. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Lam Research Corporation 37.6 % 48.7 % 39.4 % 59.9 % Applied Materials, Inc. 24.3 23.0 21.5 21.9 Total 61.9 % 71.7 % 60.9 % 81.8 % |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Quantum Global Technologies, LLC [Member] | |
Business Acquisition [Line Items] | |
Summary of Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition | Fair Market Values (in thousands) Cash and cash equivalents $ 18,991 Accounts receivable 24,239 Inventories 475 Prepaid expenses and other 12,258 Property, plant and equipment 100,116 Goodwill 73,496 Purchased intangible assets 171,500 Total assets acquired 401,075 Accounts payable (8,996 ) Accrued compensation and related benefits (7,910 ) Other current liabilities (7,361 ) Deferred tax liability (8,476 ) Other liabilities (13,162 ) Total liabilities assumed (45,905 ) 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 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 nine months ended September 27, 2019 (in thousands, except per share amounts) are as follows: Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Revenues $ 254,323 $ 287,979 $ 788,980 $ 1,039,199 Net income $ 550 $ 4,494 $ 2,233 $ 47,062 Basic income per share $ 0.01 $ 0.12 $ 0.06 $ 1.23 Diluted income per share $ 0.01 $ 0.12 $ 0.06 $ 1.21 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Inventories | Inventories consisted of the following (in thousands): September 27, December 28, 2019 2018 Raw materials $ 92,036 $ 121,383 Work in process 46,792 50,959 Finished goods 14,721 13,774 Total $ 153,549 $ 186,116 |
Property, Equipment and Leasehold Improvements, Net | Property, equipment and leasehold improvements, net, consisted of the following (in thousands): September 27, December 28, 2019 2018 Land $ 3,774 $ 4,727 Building 36,595 32,243 Computer equipment and software 32,969 31,342 Furniture and fixtures 4,356 5,764 Machinery and equipment 63,006 57,602 Leasehold improvements 44,340 38,625 Vehicles 511 645 Accumulated depreciation (58,832 ) (42,501 ) 126,719 128,447 Construction in progress 17,000 15,012 Total $ 143,719 $ 143,459 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Fair Value Disclosures [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 September 27, 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 $ 33 $ — $ 33 $ — Other liabilities: Contingent earn-out liabilities $ 1,428 $ — $ — $ 1,428 Pension obligation $ 3,336 $ — $ — $ 3,336 Common stock 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 Common stock 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): September 27, Valuation Unobservable 2019 Techniques Input Range Contingent earn-out liability $ 1,428 Monte Carlo simulation Revenue discount rate 10.0% - 15.0% Internal forecasts 7.5% Pension obligation $ 3,336 Projected unit credit method Discount rate 2.43% - 2.74% Rate on return 1.37% - 1.78% Salary increase rate 4.42% Common stock 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 (3,924 ) — (195 ) As of September 27, 2019 $ 1,428 $ 8,500 $ 3,336 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Indefinite Lived Intangible Assets | Goodwill and other intangible assets were as follows (in thousands): September 27, 2019 December 28, 2018 Intangible Intangible Goodwill Assets Total Goodwill Assets Total Carrying amount $ 169,557 $ 185,409 $ 354,966 $ 150,226 $ 193,507 $ 343,733 |
Purchased Intangible Assets | Purchased intangible assets were as follows (in thousands): As of September 27, 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 $ (18,904 ) $ 96 $ 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 (4,620 ) 5,280 9,900 (3,877 ) 6,023 10 Tradename 1,170 (1,170 ) — 1,170 (1,170 ) — 6 Intellectual property/know-how 12,300 (6,436 ) 5,864 12,300 (5,402 ) 6,898 8-12 FDS Customer relationships 8,800 (4,889 ) 3,911 8,800 (4,009 ) 4,791 7.5 QGT Customer relationships 74,800 (8,103 ) 66,697 74,800 (2,500 ) 72,300 10 Tradename 14,900 (4,116 ) 10,784 14,900 (1,326 ) 13,574 4 Recipes 73,200 (3,965 ) 69,235 73,200 (1,220 ) 71,980 20 Standard operating procedures 8,600 (466 ) 8,134 8,600 (143 ) 8,457 20 DMS Customer relationships 6,900 (479 ) 6,421 — — — 6 UCT Tradename 8,987 — 8,987 8,987 — 8,987 * Total $ 242,057 $ (56,648 ) $ 185,409 $ 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 September 27, 2019, future estimated amortization expense is expected to be as follows (in thousands): Amortization Expense 2019 (remaining in year) $ 5,091 2020 19,799 2021 19,559 2022 19,285 2023 14,213 Thereafter 98,475 Total $ 176,422 |
Employee Stock Plans (Tables)
Employee Stock Plans (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Postemployment Benefits [Abstract] | |
Summary of Restricted Stock Unit, Performance Stock Units and Restricted Stock Award Activity | The following table summarizes the Company’s combined RSU, PSU and RSA activity for the nine months ended September 27, 2019: Shares Aggregate Fair (in thousands) Unvested RSUs and RSAs at December 28, 2018 1,777,379 $ 14,592 Granted 1,068,094 Vested (819,553 ) Forfeited (152,036 ) Unvested RSUs and RSAs as of September 27, 2019 1,873,884 $ 27,153 Vested and expected to vest RSUs and RSAs as of September 27, 2019 1,660,573 $ 24,062 |
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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Cost of goods sold (1) $ 578 $ 374 $ 1,782 $ 1,397 Research and development 122 25 209 96 Sales and marketing 275 221 950 616 General and administrative 2,326 1,594 6,137 5,024 3,301 2,214 9,078 7,133 Income tax benefit (2,686 ) (464 ) (7,310 ) (1,494 ) Stock-based compensation expense, net of tax $ 615 $ 1,750 $ 1,768 $ 5,639 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue by Geographic Area | The following table sets forth revenue by geographic area (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 United States $ 136,128 $ 123,655 $ 406,382 $ 467,616 Singapore 68,147 62,437 212,300 247,974 South Korea 15,585 9,794 51,704 23,495 Austria 9,676 18,320 34,259 48,249 China 7,677 11,803 28,107 30,782 Other 17,110 8,070 47,079 21,018 $ 254,323 $ 234,079 $ 779,831 $ 839,134 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 27, 2019 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were summarized as follows (in thousands, except lease term and discount rate): Three Months Ended September 27, 2019 Nine Months Ended September 27, 2019 Finance lease cost: Amortization of right-of-use assets $ 120 $ 186 Interest on lease liabilities 83 162 Operating lease cost 3,726 10,410 Short-term lease cost 479 1,117 Sublease income (45 ) (109 ) Total lease cost $ 4,363 $ 11,766 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 83 $ 162 Operating cash flows from operating leases $ 3,487 $ 10,594 Financing cash flows from finance leases $ 156 $ 467 As of September 27, 2019 Finance leases: Property, plant and equipment $ 3,636 Accumulated amortization 201 Property, plant and equipment, net $ 3,435 Finance lease liabilities, current $ 495 Finance lease liabilities, non-current 2,590 Total finance lease liabilities $ 3,085 Weighted-average remaining lease term – finance leases 4.7 years Weighted-average remaining lease term – operating leases 2.4 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 September 27, 2019 were summarized as follows (in thousands): Operating Leases Finance Leases 2019 (remaining in year) $ 3,622 $ 156 2020 13,550 623 2021 10,817 623 2022 8,329 616 2023 3,117 569 Thereafter 2,456 840 Total minimum lease payments 41,891 3,427 Less: imputed interest 6,504 342 Lease liability $ 35,387 $ 3,085 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 27, 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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Numerator: Net income (loss) attributable to Ultra Clean Holdings, Inc. $ 513 $ (5,997 ) $ 916 $ 37,704 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 39,557 38,930 39,363 38,152 Shares used in computation — diluted: Shares used in computing basic net income per share 39,557 38,930 39,363 38,152 Dilutive effect of common shares outstanding subject to repurchase 468 — 382 588 Dilutive effect of options outstanding — — 1 5 Weighted average shares used in computing diluted net income (loss) per share 40,025 38,930 39,746 38,745 Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — basic $ 0.01 $ (0.15 ) $ 0.02 $ 0.99 Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — diluted $ 0.01 $ (0.15 ) $ 0.02 $ 0.97 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 27, 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 Nine Months Ended September 27, September 28, September 27, September 28, 2019 2018 2019 2018 Revenues: SPS $ 200,025 $ 211,548 $ 610,660 $ 816,603 SSB 54,298 22,531 169,171 22,531 Total segment revenues $ 254,323 $ 234,079 $ 779,831 $ 839,134 Gross profit: SPS $ 29,880 $ 27,817 $ 84,878 $ 122,686 SSB 17,624 7,178 55,592 7,178 Total segment gross profit $ 47,504 $ 34,995 $ 140,470 $ 129,864 Operating profit: SPS $ 7,363 $ (467 ) $ 18,055 $ 49,105 SSB 895 1,389 7,354 1,389 Total segment operating profit $ 8,258 $ 922 $ 25,409 $ 50,494 September 27, December 28, 2019 2018 Assets SPS $ 817,337 $ 802,715 SSB 175,540 162,762 Total segment assets $ 992,877 $ 965,477 |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 27, 2019USD ($)SegmentCustomer | Dec. 28, 2018Customer | Jan. 01, 2019USD ($) | |
Concentration Risk [Line Items] | |||
Number of operating segments | Segment | 2 | ||
Number of reportable segments | Segment | 2 | ||
Operating lease right-of-use assets | $ 33,055 | ||
Total lease liabilities | $ 35,387 | ||
ASU 2016-02 [Member] | |||
Concentration Risk [Line Items] | |||
Operating lease right-of-use assets | $ 35,700 | ||
Total lease liabilities | $ 38,500 | ||
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% | ||
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 | 67.30% | 62.90% | |
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 | 10 years |
Organization and Significant _5
Organization and Significant Accounting Policies - Customers as Percentage of Total Sales (Detail) - Sales [Member] - Customer Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Concentration Risk [Line Items] | ||||
Total | 61.90% | 71.70% | 60.90% | 81.80% |
Lam Research Corporation [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 37.60% | 48.70% | 39.40% | 59.90% |
Applied Materials, Inc. [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 24.30% | 23.00% | 21.50% | 21.90% |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 15, 2019 | Aug. 27, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 |
Business Acquisition [Line Items] | ||||||
Contingent consideration | $ 1,428 | $ 4,163 | $ 1,428 | $ 4,163 | ||
Amortization of purchased intangible assets | 5,100 | 2,400 | ||||
Revenues | 254,323 | 234,079 | 779,831 | $ 839,134 | ||
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 | 200 | |||||
Increase to goodwill | 2,000 | |||||
Reduction in fair value of fixed assets | 900 | |||||
Amortization of purchased intangible assets | 3,800 | 11,500 | ||||
Revenues | $ 22,500 | $ 22,500 | ||||
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 purchased intangible assets | 300 | 500 | ||||
Revenues | $ 11,100 | 17,500 | ||||
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 |
Business Combinations - Summary
Business Combinations - Summary of Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition (Detail) - USD ($) $ in Thousands | Aug. 27, 2018 | Sep. 27, 2019 | Dec. 28, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 169,557 | $ 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, plant and equipment | 100,116 | ||
Goodwill | 73,496 | ||
Purchased intangible assets | 171,500 | ||
Total assets acquired | 401,075 | ||
Accounts payable | (8,996) | ||
Accrued compensation and related benefits | (7,910) | ||
Other current liabilities | (7,361) | ||
Deferred tax liability | (8,476) | ||
Other liabilities | (13,162) | ||
Total liabilities assumed | (45,905) | ||
Noncontrolling interest | (14,337) | ||
Purchase price allocated | $ 340,833 |
Business Combinations - Summa_2
Business Combinations - Summary of Purchased Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 15, 2019 | Aug. 27, 2018 | Sep. 27, 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 |
Business Combinations - Summa_3
Business Combinations - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition (Detail) - USD ($) $ in Thousands | Apr. 15, 2019 | Sep. 27, 2019 | Dec. 28, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 169,557 | $ 150,226 | |
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 |
Business Combinations - Unaudit
Business Combinations - 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 | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Business Acquisition [Line Items] | ||||
Revenues | $ 254,323 | $ 287,979 | $ 788,980 | $ 1,039,199 |
Net income | $ 550 | $ 4,494 | $ 2,233 | $ 47,062 |
Basic income per share | $ 0.01 | $ 0.12 | $ 0.06 | $ 1.23 |
Diluted income per share | $ 0.01 | $ 0.12 | $ 0.06 | $ 1.21 |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 28, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 92,036 | $ 121,383 |
Work in process | 46,792 | 50,959 |
Finished goods | 14,721 | 13,774 |
Total | $ 153,549 | $ 186,116 |
Balance Sheet Information - Pro
Balance Sheet Information - Property, Equipment and Leasehold Improvements, Net (Detail) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 28, 2018 |
Property, Plant and Equipment [Line Items] | ||
Accumulated depreciation | $ (58,832) | $ (42,501) |
Property, equipment and leasehold improvements net excluding construction in progress | 126,719 | 128,447 |
Construction in progress | 17,000 | 15,012 |
Total | 143,719 | 143,459 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 3,774 | 4,727 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 36,595 | 32,243 |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 32,969 | 31,342 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 4,356 | 5,764 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 63,006 | 57,602 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | 44,340 | 38,625 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment and leasehold improvements, gross | $ 511 | $ 645 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value, Assets and Liabilities Measured (Details) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 28, 2018 |
Forward Contracts [Member] | ||
Other assets: | ||
Assets measured at fair value | $ 33 | $ 240 |
Common Stock Purchase Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 8,500 | 8,500 |
Pension Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 3,336 | 3,531 |
Contingent Earn-out Liability [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 1,428 | 3,924 |
Significant Other Observable Inputs (Level 2) [Member] | Forward Contracts [Member] | ||
Other assets: | ||
Assets measured at fair value | 33 | 240 |
Significant Unobservable Inputs (Level 3) [Member] | Common Stock Purchase Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 8,500 | 8,500 |
Significant Unobservable Inputs (Level 3) [Member] | Pension Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 3,336 | 3,531 |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Earn-out Liability [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | $ 1,428 | $ 3,924 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Qualitative Information About Level 3 Fair Value Measurements (Details) $ in Thousands | Sep. 27, 2019USD ($) | Sep. 28, 2018USD ($) |
Defined Benefit Plan Disclosure [Line Items] | ||
Contingent consideration | $ 1,428 | $ 4,163 |
Fair Value Level 3 [Member] | Internal Forecasts [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.075 | |
Fair Value Level 3 [Member] | Rate On Return [Member] | Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.0137 | |
Fair Value Level 3 [Member] | Rate On Return [Member] | Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.0178 | |
Fair Value Level 3 [Member] | Salary Increase Rate [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.0442 | |
Fair Value Level 3 [Member] | Common Stock Purchase Obligation [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contingent consideration | $ 8,500 | |
Business Combination Contingent Consideration Liability Valuation Technique Extensible List | us-gaap:ValuationTechniqueDiscountedCashFlowMember | |
Fair Value Level 3 [Member] | Common Stock Purchase Obligation [Member] | Measurement Input, EBITDA Multiple | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.0621 | |
Fair Value Level 3 [Member] | Pension Obligation [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contingent consideration | $ 3,336 | |
Fair Value Level 3 [Member] | Pension Obligation [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Business Combination Contingent Consideration Liability Valuation Technique Extensible List | uctt:ValuationTechniqueProjectedUnitCreditMethodMember | |
Fair Value Level 3 [Member] | Pension Obligation [Member] | Discount Rate [Member] | Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.0243 | |
Fair Value Level 3 [Member] | Pension Obligation [Member] | Discount Rate [Member] | Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.0274 | |
Fair Value Level 3 [Member] | Contingent Earn-out Liability [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contingent consideration | $ 1,428 | |
Business Combination Contingent Consideration Liability Valuation Technique Extensible List | uctt:ValuationTechniqueMonteCarloSimulationMember | |
Fair Value Level 3 [Member] | Contingent Earn-out Liability [Member] | Revenue Discount Rate [Member] | Minimum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.10 | |
Fair Value Level 3 [Member] | Contingent Earn-out Liability [Member] | Revenue Discount Rate [Member] | Maximum [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Range | 0.15 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of the Level 3 Activity - (Details) $ in Thousands | 9 Months Ended |
Sep. 27, 2019USD ($) | |
Pension Obligation [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | $ 3,531 |
Fair value adjustments | (195) |
Ending balance | 3,336 |
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 | (3,924) |
Ending balance | $ 1,428 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill and Other Indefinite Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 27, 2019 | Dec. 28, 2018 |
Intangible Assets Net Including Goodwill [Abstract] | ||
Goodwill | $ 169,557 | $ 150,226 |
Intangible Assets | 185,409 | 193,507 |
Total | $ 354,966 | $ 343,733 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Purchased Intangible Assets (Detail) - USD ($) $ in Thousands | Apr. 15, 2019 | Aug. 27, 2018 | Sep. 27, 2019 | Dec. 28, 2018 |
Finite Lived Intangible Assets [Line Items] | ||||
Definite lives intangible assets, accumulated amortization | $ (56,648) | $ (41,650) | ||
Definite lives intangible assets, net carrying amount | 176,422 | |||
Intangible Assets, gross carrying value | 242,057 | 235,157 | ||
Intangible Assets, net carrying value | 185,409 | 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 | (18,904) | (18,617) | ||
Definite lives intangible assets, net carrying amount | $ 96 | 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 | (4,620) | (3,877) | ||
Definite lives intangible assets, net carrying amount | $ 5,280 | 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 | (6,436) | (5,402) | ||
Definite lives intangible assets, net carrying amount | $ 5,864 | 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 | (4,889) | (4,009) | ||
Definite lives intangible assets, net carrying amount | $ 3,911 | 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 | (8,103) | (2,500) | ||
Definite lives intangible assets, net carrying amount | $ 66,697 | 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 | (4,116) | (1,326) | ||
Definite lives intangible assets, net carrying amount | $ 10,784 | 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 | (3,965) | (1,220) | ||
Definite lives intangible assets, net carrying amount | $ 69,235 | 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 | (466) | (143) | ||
Definite lives intangible assets, net carrying amount | $ 8,134 | 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 | (479) | |||
Definite lives intangible assets, net carrying amount | $ 6,421 | |||
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 Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 27, 2019 | Sep. 28, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of purchased intangible assets | $ 5.1 | $ 2.4 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Estimated Amortization Expense (Detail) $ in Thousands | Sep. 27, 2019USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | |
2019 (remaining in year) | $ 5,091 |
2020 | 19,799 |
2021 | 19,559 |
2022 | 19,285 |
2023 | 14,213 |
Thereafter | 98,475 |
Definite lives intangible assets, net carrying amount | $ 176,422 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) ₩ in Billions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018USD ($) | Jun. 28, 2019USD ($) | Sep. 27, 2019USD ($) | Sep. 27, 2019EUR (€) | Sep. 27, 2019KRW (₩) | |
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Fixed charge coverage ratio | 1.25% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Consolidated leverage ratio | 3.75% | ||||
Dynamic Manufacturing Solutions [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from credit facility | $ 15,000,000 | ||||
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 | $ 10,200 | ||||
Outstanding amount of borrowing classified as long-term debt | $ 323,400 | ||||
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) | ||||
Outstanding term loan | $ 316,300,000 | ||||
Unamortized debt issuance costs | 10,200,000 | ||||
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] | |||||
Debt Instrument [Line Items] | |||||
Outstanding amount under credit facility | $ 0 | ||||
Interest rate on outstanding loan | 4.70% | 4.70% | 4.70% | ||
Revolving Credit Facility [Member] | Korea [Member] | Cinos Co., Ltd [Member] | |||||
Debt Instrument [Line Items] | |||||
Initial available commitment | $ 4,300,000 | ₩ 4.9 | |||
Revolving Credit Facility [Member] | Minimum [Member] | Korea [Member] | Cinos Co., Ltd [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 1.40% | ||||
Revolving Credit Facility [Member] | Maximum [Member] | Korea [Member] | Cinos Co., Ltd [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 5.40% | ||||
Revolving Credit Facility [Member] | Bank Debt [Member] | Czech Republic [Member] | |||||
Debt Instrument [Line Items] | |||||
Remaining available commitments | $ 6,900 | € 6,300 | |||
Revolving Credit Facility [Member] | Bank Debt [Member] | United States [Member] | |||||
Debt Instrument [Line Items] | |||||
Remaining available commitments | 58,500 | ||||
Revolving Credit Facility [Member] | Bank Debt [Member] | FDS [Member] | Czech Republic [Member] | |||||
Debt Instrument [Line Items] | |||||
Outstanding amounts | 2,100,000 | € 1,900,000 | |||
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 | 5,000,000 | ||||
Remaining available commitments | $ 58,500,000 | ||||
Term Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate on outstanding loan | 6.60% | 6.60% | 6.60% | ||
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 | ||||
Percentage of undrawn and unexpired amount of letter of credit as fronting fee | 0.125% | ||||
Remaining available commitments | $ 48,500,000 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 3,878 | $ 4,596 | $ 8,220 | $ 9,984 |
Effective tax rate | 81.40% | (249.20%) | 80.50% | 21.10% |
Undistributed earnings of foreign subsidiaries | $ 235,600 | $ 235,600 | ||
Gross liability for unrecognized tax benefits, excluding interest | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 27, 2019 | Sep. 27, 2019 | |
Compensation And Retirement Disclosure [Abstract] | ||
Contribution from salary | 25.00% | |
Maximum contribution from salary | $ 18,500 | |
Matching contribution based upon eligibility | 3.00% | |
Discretionary employer contributions | $ 300,000 | $ 900,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Sep. 27, 2019USD ($) |
Inventory [Member] | |
Long Term Purchase Commitment [Line Items] | |
Purchase commitments | $ 100.8 |
Stockholders' Equity and Nonc_2
Stockholders' Equity and Noncontrolling Interests - Additional Information (Detail) - USD ($) $ in Millions | Aug. 27, 2018 | Sep. 27, 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 and Cinos China [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] | ||
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% | |
Quantum Global Technologies, LLC [Member] | Cinos China [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of outstanding shares purchased | 35.00% | |
Cinos Co., Ltd [Member] | Cinos China [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% | |
Cinos China [Member] | ||
Business Acquisition [Line Items] | ||
Percentage of non-controlling interest | 40.00% |
Employee Stock Plans - Addition
Employee Stock Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 27, 2019 | Jun. 28, 2019 | Sep. 27, 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 | 77,260 | 727,676 | |
Weighted average fair value, granted | $ 13.09 | $ 12.26 | |
Vested shares withheld to satisfy withholding tax obligations | 138,866 | ||
Vested shares issued net of tax withholdings | 642,677 | ||
Stock-based compensation cost, net of estimated forfeitures, recognized | $ 17,500,000 | ||
Outstanding restricted stock | 1,804,101 | 1,804,101 | |
Aggregate fair value | $ 26,100,000 | $ 26,100,000 | |
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 | ||
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 | 69,783 | 69,783 | |
Unamortized expense of company's unvested restricted stock awards | $ 600,000 | $ 600,000 | |
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 | $ 17,500,000 | ||
Outstanding restricted stock | 1,804,101 | 1,804,101 | |
Aggregate fair value | $ 26,100,000 | $ 26,100,000 | |
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 |
Employee Stock Plans - Summary
Employee Stock Plans - 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 | 9 Months Ended | |
Sep. 27, 2019USD ($)shares | Dec. 28, 2018USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested RSUs and RSAs, Number of Shares, Beginning balance | 1,777,379 | |
Granted, Number of Shares | 1,068,094 | |
Vested, Number of Shares | (819,553) | |
Forfeited, Number of Shares | (152,036) | |
Unvested RSUs and RSAs, Number of Shares, Ending balance | 1,873,884 | |
Vested and expected to vest RSUs and RSAs, Number of Shares | 1,660,573 | |
Unvested RSUs and RSAs, Aggregate Intrinsic Value | $ | $ 27,153 | $ 14,592 |
Vested and expected to vest RSUs and RSAs, Aggregate Intrinsic Value | $ | $ 24,062 |
Employee Stock Plans - Stock-Ba
Employee Stock Plans - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 3,301 | $ 2,214 | $ 9,078 | $ 7,133 |
Income tax benefit | (2,686) | (464) | (7,310) | (1,494) |
Stock-based compensation expense, net of tax | 615 | 1,750 | 1,768 | 5,639 |
Cost of Good Sold [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 578 | 374 | 1,782 | 1,397 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 122 | 25 | 209 | 96 |
Sales and Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 275 | 221 | 950 | 616 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 2,326 | $ 1,594 | $ 6,137 | $ 5,024 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 27, 2019USD ($) | |
Accrued Expenses [Member] | |
Concentration Risk [Line Items] | |
Unpaid customer rebates | $ 1.3 |
Maximum [Member] | |
Concentration Risk [Line Items] | |
Product warranty period (in years) | 2 years |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | $ 254,323 | $ 234,079 | $ 779,831 | $ 839,134 |
United States [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 136,128 | 123,655 | 406,382 | 467,616 |
Singapore [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 68,147 | 62,437 | 212,300 | 247,974 |
Korea [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 15,585 | 9,794 | 51,704 | 23,495 |
Austria [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 9,676 | 18,320 | 34,259 | 48,249 |
China [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | 7,677 | 11,803 | 28,107 | 30,782 |
Other [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Revenues | $ 17,110 | $ 8,070 | $ 47,079 | $ 21,018 |
Leases - Additional Information
Leases - Additional Information (Detail) | 9 Months Ended |
Sep. 27, 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 | 9 Months Ended |
Sep. 27, 2019USD ($) | Sep. 27, 2019USD ($) | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 120 | $ 186 |
Interest on lease liabilities | 83 | 162 |
Operating lease cost | 3,726 | 10,410 |
Short-term lease cost | 479 | 1,117 |
Sublease income | (45) | (109) |
Total lease cost | 4,363 | 11,766 |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from finance leases | 83 | 162 |
Operating cash flows from operating leases | 3,487 | 10,594 |
Financing cash flows from finance leases | 156 | 467 |
Finance leases: | ||
Property, plant and equipment | 3,636 | 3,636 |
Accumulated amortization | 201 | 201 |
Property, plant and equipment, net | 3,435 | 3,435 |
Finance lease liabilities, current | 495 | 495 |
Finance lease liabilities, non-current | 2,590 | 2,590 |
Total finance lease liabilities | $ 3,085 | $ 3,085 |
Weighted-average remaining lease term – finance leases | 4 years 8 months 12 days | 4 years 8 months 12 days |
Weighted-average remaining lease term – operating leases | 2 years 4 months 24 days | 2 years 4 months 24 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 | Sep. 27, 2019USD ($) |
Leases [Abstract] | |
Operating Leases, 2019 (remaining in year) | $ 3,622 |
Operating Leases, 2020 | 13,550 |
Opeating Leases, 2021 | 10,817 |
Operating Leases, 2022 | 8,329 |
Operating Leases, 2023 | 3,117 |
Operating Leases, Thereafter | 2,456 |
Operating Leases, Total minimum lease payments | 41,891 |
Operating Leases, Less: imputed interest | 6,504 |
Operating Leases, Lease liability | 35,387 |
Finance Leases, 2019 (remaining in year) | 156 |
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 | 3,427 |
Finance Leases, Less: imputed interest | 342 |
Finance Leases, Lease liability | $ 3,085 |
Net Income (Loss) Per Share - B
Net Income (Loss) Per Share - Basic and Diluted Net Income (loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | |
Numerator: | ||||
Net income (loss) attributable to Ultra Clean Holdings, Inc. | $ 513 | $ (5,997) | $ 916 | $ 37,704 |
Shares used in computation — basic: | ||||
Weighted average common shares outstanding | 39,557 | 38,930 | 39,363 | 38,152 |
Shares used in computation — diluted: | ||||
Shares used in computing basic net income per share | 39,557 | 38,930 | 39,363 | 38,152 |
Dilutive effect of common shares outstanding subject to repurchase | 468 | 382 | 588 | |
Dilutive effect of options outstanding | 1 | 5 | ||
Weighted average shares used in computing diluted net income (loss) per share | 40,025 | 38,930 | 39,746 | 38,745 |
Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — basic | $ 0.01 | $ (0.15) | $ 0.02 | $ 0.99 |
Net income (loss) per share attributable to Ultra Clean Holdings, Inc. — diluted | $ 0.01 | $ (0.15) | $ 0.02 | $ 0.97 |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Sep. 27, 2019USD ($)Segment | Sep. 28, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of operating segments | Segment | 2 | |
Asia [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets | $ 77.8 | $ 78.7 |
Europe [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets | $ 6.6 | |
Czech Republic [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets | $ 2.6 |
Reportable Segments - Summary o
Reportable Segments - Summary of Segment Description (Detail) | 9 Months Ended |
Sep. 27, 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 | 9 Months Ended | |||
Sep. 27, 2019 | Sep. 28, 2018 | Sep. 27, 2019 | Sep. 28, 2018 | Dec. 28, 2018 | |
Revenues: | |||||
Revenues | $ 254,323 | $ 234,079 | $ 779,831 | $ 839,134 | |
Gross profit: | |||||
Total segment gross profit | 47,504 | 34,995 | 140,470 | 129,864 | |
Operating profit: | |||||
Total segment operating profit | 8,258 | 922 | 25,409 | 50,494 | |
ASSETS | |||||
Total segment assets | 992,877 | 965,477 | 992,877 | 965,477 | $ 965,477 |
SPS [Member] | |||||
Revenues: | |||||
Revenues | 200,025 | 211,548 | 610,660 | 816,603 | |
Gross profit: | |||||
Total segment gross profit | 29,880 | 27,817 | 84,878 | 122,686 | |
Operating profit: | |||||
Total segment operating profit | 7,363 | 467 | 18,055 | 49,105 | |
ASSETS | |||||
Total segment assets | 817,337 | 802,715 | 817,337 | 802,715 | |
SSB [Member] | |||||
Revenues: | |||||
Revenues | 54,298 | 22,531 | 169,171 | 22,531 | |
Gross profit: | |||||
Total segment gross profit | 17,624 | 7,178 | 55,592 | 7,178 | |
Operating profit: | |||||
Total segment operating profit | 895 | 1,389 | 7,354 | 1,389 | |
ASSETS | |||||
Total segment assets | $ 175,540 | $ 162,762 | $ 175,540 | $ 162,762 |