Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 28, 2018 | Mar. 01, 2019 | Jun. 29, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 28, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ICHR | ||
Entity Registrant Name | ICHOR HOLDINGS, LTD. | ||
Entity Central Index Key | 1,652,535 | ||
Current Fiscal Year End Date | --12-28 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Ordinary Shares Outstanding | 22,369,135 | ||
Entity Public Float | $ 534,635,184 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Current assets: | ||
Cash | $ 43,834 | $ 68,794 |
Restricted cash | 510 | |
Accounts receivable, net | 40,287 | 49,249 |
Inventories, net | 121,106 | 154,541 |
Prepaid expenses and other current assets | 6,348 | 5,357 |
Current assets from discontinued operations | 3 | |
Total current assets | 211,575 | 278,454 |
Property and equipment, net | 41,740 | 34,380 |
Other noncurrent assets | 906 | 1,052 |
Deferred tax assets, net | 1,363 | 994 |
Intangible assets, net | 56,895 | 73,405 |
Goodwill | 173,010 | 169,399 |
Total assets | 485,489 | 557,684 |
Current liabilities: | ||
Accounts payable | 64,300 | 121,405 |
Accrued liabilities | 9,556 | 12,211 |
Other current liabilities | 5,148 | 6,715 |
Current portion of long-term debt | 8,750 | 6,490 |
Current liabilities from discontinued operations | 400 | |
Total current liabilities | 87,754 | 147,221 |
Long-term debt, less current portion, net | 192,117 | 180,247 |
Deferred tax liabilities | 3,966 | 10,558 |
Other non-current liabilities | 3,326 | 2,896 |
Total liabilities | 287,163 | 340,922 |
Shareholders’ equity: | ||
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; zero shares issued and outstanding) | ||
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 22,234,508 and 25,892,162 shares outstanding, respectively; 26,574,037 and 25,892,162 shares issued, respectively) | 2 | 3 |
Additional paid in capital | 228,358 | 214,697 |
Treasury shares at cost (4,339,529 and zero shares, respectively) | (89,979) | |
Retained earnings | 59,945 | 2,062 |
Total shareholders’ equity | 198,326 | 216,762 |
Total liabilities and shareholders’ equity | $ 485,489 | $ 557,684 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 28, 2018 | Dec. 29, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 20,000,000 | 20,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, issued | 26,574,037 | 25,892,162 |
Ordinary shares, outstanding | 22,234,508 | 25,892,162 |
Treasury shares | 4,339,529 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Net sales | $ 823,611 | $ 655,892 | $ 405,747 |
Cost of sales | 687,474 | 555,131 | 340,352 |
Gross profit | 136,137 | 100,761 | 65,395 |
Operating expenses: | |||
Research and development | 9,355 | 7,899 | 6,383 |
Selling, general, and administrative | 47,448 | 37,802 | 28,126 |
Amortization of intangible assets | 15,369 | 8,880 | 7,015 |
Total operating expenses | 72,172 | 54,581 | 41,524 |
Operating income | 63,965 | 46,180 | 23,871 |
Interest expense | 9,987 | 3,277 | 4,370 |
Other income, net | (241) | (126) | (629) |
Income from continuing operations before income taxes | 54,219 | 43,029 | 20,130 |
Income tax benefit from continuing operations | (3,664) | (13,886) | (649) |
Net income from continuing operations | 57,883 | 56,915 | 20,779 |
Discontinued operations: | |||
Loss from discontinued operations before taxes | (722) | (4,077) | |
Income tax expense (benefit) from discontinued operations | (261) | 40 | |
Net loss from discontinued operations | (461) | (4,117) | |
Net income | 57,883 | 56,454 | 16,662 |
Less: Undistributed earnings attributable to preferred shareholders | (15,284) | ||
Net income attributable to ordinary shareholders | $ 57,883 | $ 56,454 | $ 1,378 |
Net income per share from continuing operations attributable to ordinary shareholders, Basic | $ 2.34 | $ 2.27 | $ 1.14 |
Net income per share from continuing operations attributable to ordinary shareholders, Diluted | 2.30 | 2.17 | 0.87 |
Net income per share attributable to ordinary shareholders, Basic | 2.34 | 2.25 | 0.92 |
Net income per share attributable to ordinary shareholders, Diluted | $ 2.30 | $ 2.15 | $ 0.70 |
Shares used to compute net income from continuing operations per share attributable to ordinary shareholders: | |||
Shares used to compute net income per share attributable to ordinary shareholders, Basic | 24,706,542 | 25,118,031 | 1,503,296 |
Shares used to compute net income per share attributable to ordinary shareholders, Diluted | 25,128,055 | 26,218,424 | 1,967,926 |
Continuing Operations | |||
Shares used to compute net income from continuing operations per share attributable to ordinary shareholders: | |||
Shares used to compute net income per share attributable to ordinary shareholders, Basic | 24,706,542 | 25,118,031 | 1,503,296 |
Shares used to compute net income per share attributable to ordinary shareholders, Diluted | 25,128,055 | 26,218,424 | 1,967,926 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Preferred Shares | Ordinary Shares | Additional Paid-in Capital | Treasury Shares | Retained Earnings (Accumulated Deficit) |
Balance at Dec. 25, 2015 | $ 74,678 | $ 142,728 | $ 3,004 | $ (71,054) | ||
Balance, Shares at Dec. 25, 2015 | 17,722,808 | 65,409 | ||||
Ordinary shares issued from initial public offering, net of transaction costs | 47,103 | 47,103 | ||||
Ordinary shares issued from initial public offering, net of transaction costs, shares | 5,877,778 | |||||
Conversion of preferred shares to ordinary shares | 0 | $ (142,728) | $ 2 | 142,726 | ||
Conversion of preferred shares to ordinary shares, shares | (17,722,808) | 17,722,808 | ||||
Ordinary shares issued from vesting of restricted share units, Shares | 191,386 | |||||
Share-based compensation expense | 3,216 | 3,216 | ||||
Net income | 16,662 | 16,662 | ||||
Balance at Dec. 30, 2016 | 141,659 | $ 2 | 196,049 | (54,392) | ||
Balance, Shares at Dec. 30, 2016 | 23,857,381 | |||||
Ordinary shares issued from initial public offering, net of transaction costs | 7,278 | $ 1 | 7,277 | |||
Ordinary shares issued from initial public offering, net of transaction costs, shares | 881,667 | |||||
Ordinary shares issued from exercise of stock options | 9,141 | 9,141 | ||||
Ordinary shares issued from exercise of stock options, shares | 1,078,182 | |||||
Ordinary shares issued from vesting of restricted share units, Shares | 74,932 | |||||
Share-based compensation expense | 2,230 | 2,230 | ||||
Net income | 56,454 | 56,454 | ||||
Balance at Dec. 29, 2017 | 216,762 | $ 3 | 214,697 | 2,062 | ||
Balance, Shares at Dec. 29, 2017 | 25,892,162 | |||||
Ordinary shares issued from exercise of stock options | 5,661 | 5,661 | ||||
Ordinary shares issued from exercise of stock options, shares | 573,162 | |||||
Ordinary shares issued from vesting of restricted share units | (91) | (91) | ||||
Ordinary shares issued from vesting of restricted share units, Shares | 79,336 | |||||
Ordinary shares issued from employee share purchase plan | 514 | 514 | ||||
Ordinary shares issued from employee share purchase plan, shares | 29,377 | |||||
Repurchase of ordinary shares | $ (89,980) | $ (1) | $ (89,979) | |||
Repurchase of ordinary shares, shares | (4,339,529) | (4,339,529) | 4,339,529 | |||
Share-based compensation expense | $ 7,577 | 7,577 | ||||
Net income | 57,883 | 57,883 | ||||
Balance at Dec. 28, 2018 | $ 198,326 | $ 2 | $ 228,358 | $ (89,979) | $ 59,945 | |
Balance, Shares at Dec. 28, 2018 | 22,234,508 | 4,339,529 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 57,883 | $ 56,454 | $ 16,662 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 23,064 | 12,509 | 9,497 |
Gain on sale of investments and settlement of note receivable | (241) | ||
Share-based compensation | 7,577 | 2,230 | 3,216 |
Deferred income taxes | (6,687) | (15,347) | (2,429) |
Amortization of debt issuance costs | 970 | 608 | 527 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | 10,425 | (1,059) | (9,007) |
Inventories | 35,126 | (43,425) | (23,719) |
Prepaid expenses and other assets | (685) | 3,386 | (3,381) |
Accounts payable | (62,173) | 22,612 | 36,761 |
Accrued liabilities | (3,518) | 848 | 1,612 |
Other liabilities | (1,507) | 228 | (2,009) |
Net cash provided by operating activities | 60,475 | 38,803 | 27,730 |
Cash flows from investing activities: | |||
Capital expenditures | (13,920) | (8,226) | (4,268) |
Cash paid for acquisitions, net of cash acquired | (1,443) | (180,955) | (17,407) |
Proceeds from sale of intangible assets | 230 | ||
Proceeds from sale of property, plant, and equipment | 243 | ||
Proceeds from sale of investments and settlement note receivable | 2,430 | ||
Net cash used in investing activities | (15,363) | (186,751) | (21,202) |
Cash flows from financing activities: | |||
Issuance of ordinary shares, net of fees | 7,278 | 47,103 | |
Issuance of ordinary shares under share-based compensation plans | 6,329 | 9,141 | |
Employees' taxes paid upon vesting of restricted share units | (91) | ||
Repurchase of ordinary shares | (89,980) | ||
Debt issuance and modification costs | (2,092) | (1,520) | |
Borrowings on revolving credit facility | 44,162 | 10,000 | 12,000 |
Repayments on revolving credit facility | (20,000) | (22,000) | |
Proceeds from term loan | 140,000 | 15,000 | |
Repayments on term loan | (8,910) | (295) | (30,171) |
Net cash provided by (used in) financing activities | (70,582) | 164,604 | 21,932 |
Net increase (decrease) in cash | (25,470) | 16,656 | 28,460 |
Cash at beginning of year | 69,304 | 52,648 | 24,188 |
Cash at end of year | 43,834 | 69,304 | 52,648 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for interest | 8,273 | 3,436 | 3,686 |
Cash paid during the period for taxes | 2,278 | 1,068 | 103 |
Supplemental disclosures of non-cash activities: | |||
Capital expenditures included in accounts payable | $ 1,462 | $ 723 | $ 1,174 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 28, 2018 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Organization and Operations of the Company Ichor Holdings, Ltd. and Subsidiaries (the “we”, “us”, “our”, “Company”) designs, develops, manufactures and distributes gas and liquid delivery subsystems and components purchased by capital equipment manufacturers for use in the semiconductor markets. We are headquartered in Fremont, California and have operations in the United States, United Kingdom, Singapore, Malaysia, and Korea. On December 30, 2011, Ichor Systems Holdings, LLC consummated a sales transaction with Icicle Acquisition Holdings, LLC, a Delaware limited liability company. Shortly after consummation of the sale transaction, Icicle Acquisition Holdings, LLC changed its name to Ichor Holdings, LLC. In March 2012, Ichor Holdings, LLC completed a reorganization of its legal structure, forming Ichor Holdings, Ltd., a Cayman Islands entity. Ichor Holdings, Ltd. is now the reporting entity and the ultimate parent company of the operating entities. In January 2016, we decided to close our Kingston, New York facility which was the primary facility for the Precision Flow Technologies, Inc. (“PFT”) subsidiary. In May 2016, we ceased operations in this facility and ended the relationship with the customer it served in this location. Our consolidated financial statements and accompanying notes for current and prior periods have been retroactively adjusted to present the results of operations of the Precision Flow Technologies, Inc. subsidiary as a discontinued operation. In addition, the assets and liabilities to be disposed of have been treated and classified as a discontinued operation. For more information on the discontinued operation see Note 15 – Discontinued Operations Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All financial figures presented in the notes to consolidated financial statements are in thousands, except share, per share, and percentage figures. These consolidated financial statements include the following wholly owned subsidiaries of Ichor Holdings, Ltd.: Name of Subsidiary Jurisdiction of Incorporation, Organization, or Formation Ichor Intermediate Holdings, Ltd. Cayman Islands Icicle Acquisition Holding Co-op Netherlands Icicle Acquisition Holding B.V. Netherlands Ichor Holdings Ltd. Scotland Ichor Systems Ltd. Scotland Ichor Holdings, LLC Delaware Ichor Systems, Inc. Delaware Ichor Systems Korea Ltd. Korea Ichor Systems Malaysia Sdn Bhd Malaysia Ichor Systems Singapore, PTE Ltd. Singapore Precision Flow Technologies, Inc. New York Ajax-United Patterns & Molds, Inc. California Cal-Weld, Inc. California Talon Innovations Corporations Minnesota Talon Innovations (FL) Corporation Florida Talon Innovations Korea Korea IAN Engineering Co., Ltd. Korea Public Offering On December 14, 2016, we completed an initial public offering (“IPO”) of 5,877,778 ordinary shares at a price to the public of $9.00 per share. We received net proceeds from the offering of $47.1 million after offering fees and expenses. The net proceeds were used to repay $40.0 million of loans outstanding under our Credit Facilities. In January 2017, we received $7.3 million, net of fees and expenses, from the exercise of the underwriters’ over‑allotment option to sell an additional 881,667 ordinary shares. Year End We use a 52 or 53 week fiscal year ending on the last Friday in December. The years ended December 28, 2018 and December 29, 2017 were both 52 weeks. The year ended December 30, 2016 was 53 weeks. All references to 2018, 2017, and 2016 are references to the fiscal years then ended. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include the fair value of assets and liabilities acquired in acquisitions, estimated useful lives for long-lived assets, allowance for doubtful accounts, inventory valuation, uncertain tax positions, fair value assigned to stock options granted, and impairment analysis for both definite-lived intangible assets and goodwill. Revenue Recognition We recognize revenue when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations. Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of goods sold. Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within twelve months. Product sales are recognized at a point-in-time, generally upon delivery, as such term is defined within the contract, as that is when control of the promised good has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under ASC 460, Guarantees , and not as a separate performance obligation . Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer but are generally due within 15‑60 days. Historically, we have not incurred significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented Concentration of Credit Risk Financial instruments that subject us to credit risk consist of accounts receivable, accounts payable and long-term debt. At December 28, 2018 and December 29, 2017, two customers represented, in the aggregate, approximately 40% and 61%, respectively, of the balance of accounts receivable. We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information. Activity and balances related to the allowance for doubtful accounts is as follows: Allowance for doubtful accounts Balance at December 25, 2015 $ 123 Charges to costs and expenses 71 Write-offs — Balance at December 30, 2016 194 Charges to costs and expenses 62 Write-offs — Balance at December 29, 2017 256 Charges to costs and expenses 195 Write-offs and recoveries (111 ) Balance at December 28, 2018 $ 340 We require collateral, typically cash, in the normal course of business if customers do not meet the criteria established for offering credit. If the financial condition of our customers were to deteriorate and result in an impaired ability to make payments, additions to the allowance may be required. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded to income when received. We use qualified manufacturers to supply many components and subassemblies of our products. We obtain the majority of our components from a limited group of suppliers. A majority of the purchased components used in our products are customer specified. An interruption in the supply of a particular component would have a temporary adverse impact on our operating results. We maintain cash balances at both United States-based and foreign-based commercial banks. Cash balances in the United States exceed amounts that are insured by the Federal Deposit Insurance Corporation (FDIC). The majority of the cash maintained in foreign-based commercial banks is insured by the government where the foreign banking institutions are based. Cash held in foreign-based commercial banks totaled $25.5 million and $36.4 million at December 28, 2018 and December 29, 2017, respectively, and at times exceeds insured amounts. No losses have been incurred at December 28, 2018 and December 29, 2017 for amounts exceeding the insured limits. Fair Value Measurements We estimate the fair value of financial assets and liabilities based upon comparison of such assets and liabilities to the current market values for instruments of a similar nature and degree of risk. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ▪ Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date ▪ Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability ▪ Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date There were no changes to our valuation techniques during 2018. We estimate that the recorded value of our financial assets and liabilities approximate fair value at December 28, 2018 and December 29, 2017. We estimate the value of intangible assets on a nonrecurring basis based on an income approach utilizing discounted cash flows. Under this approach, we estimate the future cash flows from our asset groups and discount the income stream to its present value to arrive at fair value. Future cash flows are based on recently prepared operating forecasts. Operating forecasts and cash flows include, among other things, revenue growth rates that are calculated based on management’s forecasted sales projections. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows includes a subject-company risk premium, an equity market risk premium, a beta, and a risk-free rate. As this approach contains unobservable inputs, the measurement of fair value for intangible assets is classified as Level 3. Inventories Inventories are stated at the lower of cost or net realizable value. The majority of inventory values are based upon average costs. We analyze inventory levels and record write-downs for inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected customer demand. We assess 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 our estimated usage is written down to its estimated market value less costs to sell, if less than its cost. Inherent in our estimates of demand and market value in determining inventory valuation are estimates related to economic trends, future demand for our products and technological obsolescence of our products. If actual demand and market conditions are less favorable than our projections, additional inventory write-downs may be required. If the inventory value is written down to its net realizable value, and subsequently there is an increased demand for the inventory at a higher value, the increased value of the inventory is not realized until the inventory is sold either as a component of a subsystem or as separate inventory. Property and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Estimated useful lives of PP&E Machinery 5-10 years Leasehold improvements Lesser of 10 years or lease term Computer software, hardware, and equipment 3-5 years Office furniture, fixtures, and equipment 5-7 years Vehicles 5 years Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in selling, general and administrative expenses on the consolidated statements of operations. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset group, a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group. The projections are based on assumptions, judgments and estimates of revenue growth rates for the related business, anticipated future economic, regulatory and political conditions, the assignment of discount rates relative to risk, and estimates of terminal values. At December 28, 2018 and December 29, 2017, intangible assets passed the recoverability test resulting in no impairment. Intangible Assets We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the following estimated useful lives: Estimated useful lives of intangibles Trademarks 10 years Customer relationships 6-10 years Developed technology 7-10 years Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. We first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying a quantitative goodwill impairment test. Under the quantitative test, the fair value of the reporting unit is compared to its carrying value and an impairment loss is recognized for any excess of carrying amount over the reporting unit’s fair value. Fair value of the reporting unit is determined using a discounted cash flow analysis. For purposes of testing goodwill for impairment, we have concluded that we operate as one reporting unit. We performed a qualitative goodwill assessment at December 28 2018 and December 29, 2017. This assessment indicated that it was more likely than not our reporting unit’s fair value exceeded its carrying value. Research and Development Costs Research and development costs are expensed as incurred. Special Bonus On August 11, 2015, our Board of Directors instituted a special bonus to certain members of management totaling $3.1 million. In December 2016 our Board of Directors approved that all remaining special bonus not yet earned had been earned, resulting in a $0.6 million expense in 2016. There were no such bonuses instituted in 2018 or 2017. Share-Based Payments We use the Black-Scholes option-pricing model to value the awards on the date of grant. We use the simplified method to estimate the expected term of share-based awards for all periods as we do not have sufficient history to estimate the weighted average expected term. The risk-free interest rate is based on the U.S. Treasury rates in effect on the corresponding date of grant. Estimated volatility is based on the historical volatility of ours and similar entities’ publicly traded shares. Income Taxes We recognize deferred income taxes using the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax benefit for the current year differs from the statutory rate primarily as a result of the impact of foreign operations and discrete tax benefits recorded in connection with our historical acquisitions, stock option exercises, and the release of the valuation allowance against certain foreign tax credits that are now expected to be utilized as a result of the analysis performed related to the Tax Cuts and Jobs Act passed in 2017. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in our consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We recognize interest and penalties as a component of income tax expense. Foreign Operations The functional currency of our international subsidiaries located in the United Kingdom, Singapore, and Malaysia, is the U.S. dollar. Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other income, net on our consolidated statements of operations. Substantially, all of our sales and agreements with third-party suppliers provide for pricing and payments in U.S. dollars and, therefore, are not subject to material exchange rate fluctuations. Foreign operations consist of revenue of $379.1 million, $346.0 million, and $241.7 million during 2018, 2017, and 2016, respectively. Assets of foreign operations totaled $157.0 million and $127.2 million at December 29, 2017 and December 30, 2016, respectively. Accounting Pronouncements Recently Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2014‑09, Revenue from Contracts with Customers (Topic 606) We adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , on December 30, 2017, the first day of fiscal year 2018, using the modified retrospective method. After assessing our contracts with our customers, we determined that there was not a significant change to the nature, timing, and extent of our revenues under the new standard. Accordingly, we did not make a cumulative-effect adjustment to retained earnings on December 30, 2017, as there was no adjustment to be made. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments . The amendment provides and clarifies guidance on the classification of certain cash receipts and cash payments in the statement of cash flows to eliminate diversity in practice. We adopted ASU 2016-15 on December 30, 2017, the first day of fiscal year 2018, which did not have a significant impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017‑01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted ASU 2017‑01 on December 30, 2017, the first day of fiscal year 2018, which did not have a significant impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017‑09, Compensation-Stock Compensation (Topic 718) – Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. We adopted ASU 2017‑09 on December 30, 2017, the first day of fiscal year 2018, which did not have a significant impact on our consolidated financial statements. Accounting Pronouncements Recently Issued In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) , which consists of a comprehensive lease accounting standard. Under the new standard, assets and liabilities arising from most leases will be recognized on the balance sheet. Leases will be classified as either operating or financing, and the lease classification will determine whether expense is recognized on a straight-line basis (operating leases) or based on an effective interest method (financing leases). The standard also contains expanded disclosure requirements regarding the amounts, timing, and uncertainties of cash flows related to leasing activities. The new standard is effective for interim and annual periods beginning after December 15, 2018. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements , which provides an optional transition method allowing entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We plan to use the optional transition method and apply the lease standard as of December 29, 2018, the first day of fiscal year 2019. The new standard provides a number of practical expedients in transition. We will elect the package of practical expedients, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs. We will elect to not recognize short-term leases, those with an initial term of 12 months or less, on our consolidated balance sheets. We expect the new standard to have a material effect on our consolidated financial statements. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to the recognition of new right-of-use (“ROU”) assets and lease liabilities on our balance sheet for our facilities operating leases and the new disclosure requirements about our leasing activities. Upon adoption of the standard, we anticipate recording lease liabilities and ROU assets to our consolidated balance sheet of approximately $17‑22 million. We do not anticipate a significant cumulative-effect adjustment to the opening balance of retained earnings, and we don’t anticipate the standard to have a material impact on our consolidated statements of income or cash flows. We are evaluating the disclosure requirements and collecting the relevant data in preparation for disclosure in our first quarter 2019 consolidated financial statements, and we are continuing to review our existing contracts for potential embedded leases. In June 2018, the FASB issued ASU 2018‑07, Compensation-Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting . This standard is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. ASU 2018‑07 expands the scope of ASC Topic 718, which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. The provisions are effective for annual periods beginning after December 15, 2018. We do not expect this ASU to have a material impact on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 28, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2 – Acquisitions IAN Engineering Co., Ltd. On April 19, 2018, we completed the acquisition, via stock purchase, of IAN Engineering Co., Ltd. (“IAN”), a Seoul-based leader in providing locally-sourced design and manufacturing of gas delivery systems to customers in South Korea, for an aggregate purchase price of $6.5 million, inclusive of $5.3 million paid at closing and contingent consideration with a fair value of $1.3 million. Contingent consideration consisted of an earn-out liability that became payable in 2019 and 2020 if certain financial targets were achieved. During 2018, we determined those financial targets would not be met and, therefore, derecognized the earn-out liability, resulting in a gain of $1.3 million recognized in operating income on our consolidated statements of income. As this determination was made because of facts and circumstances that arose after the acquisition date, there was no change to total acquisition consideration. IAN provides us exposure to and growth opportunities in the South Korean semiconductor capital equipment market. The following table presents the preliminary purchase price allocation as of April 19, 2018 and December 28, 2018. Measurement period adjustments recognized in 2018 relate to the fair value of IAN’s opening balance of deferred taxes. Preliminary Allocation April 19, 2018 2018 Measurement Period Adjustment Preliminary Allocation December 28, 2018 Cash acquired $ 3,952 $ — $ 3,952 Accounts receivable 863 — 863 Inventories 1,870 — 1,870 Prepaid expenses and other current assets 56 — 56 Property and equipment 396 — 396 Other noncurrent assets 101 — 101 Intangible assets 1,559 — 1,559 Goodwill 2,856 6 2,862 Accounts payable (4,193 ) — (4,193 ) Accrued and other current liabilities (452 ) — (452 ) Deferred tax liabilities (383 ) (6 ) (389 ) Other non-current liabilities (82 ) — (82 ) Total acquisition consideration $ 6,543 $ — $ 6,543 We preliminarily allocated $1.6 million to customer relationships with an amortization period of 6 years. Goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies and is not tax deductible. The allocation of acquisition consideration for IAN is preliminary as we have not obtained all of the information to finalize our procedures on the opening balance sheet or the allocation between goodwill and intangible assets. We have recorded allocations based on information currently available. Our consolidated statements of operations for 2018 include approximately eight months of IAN operating activity, including revenue of $7.7 million. Pro forma financial information has not been provided for the acquisition of IAN as it was not material to our operations and overall financial position. Talon Innovations Corporation On December 11, 2017 we completed the acquisition, via stock purchase, of Talon Innovations Corporation (“Talon”), a Minnesota-based leader in the design and manufacturing of high precision machined parts used in leading edge semiconductor tools, for $137.8 million. Talon expanded our capacity and capabilities in the area of component manufacturing for gas and chemical delivery tools used in semiconductor manufacturing and other industrial applications. The following table presents the preliminary purchase price allocation as of December 11, 2017 and the final allocation as of December 28, 2018. Measurement period adjustments recognized in 2018 primarily relate to the fair value of Talon’s opening balance of accounts receivable, inventory, income taxes payable, deferred taxes, developed technology, and other working capital amounts. Preliminary Allocation December 11, 2017 2018 Measurement Period Adjustment Final Allocation December 11, 2018 Cash acquired $ 5,586 $ — $ 5,586 Accounts receivable 11,471 600 12,071 Inventories 19,399 209 19,608 Prepaid expenses and other current assets 182 — 182 Property and equipment 16,655 — 16,655 Other noncurrent assets 76 — 76 Intangible assets 38,000 (2,700 ) 35,300 Goodwill 74,594 892 75,486 Accounts payable (4,706 ) — (4,706 ) Accrued liabilities (2,767 ) 170 (2,597 ) Other current liabilities (1,838 ) 972 (866 ) Deferred tax liabilities (19,652 ) 652 (19,000 ) Total acquisition consideration $ 137,000 $ 795 $ 137,795 We allocated $32.4 million to customer relationships and $2.9 million to intellectual property with weighted average amortization periods of 6 years and 10 years, respectively. Goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies and is not tax deductible. We incurred transaction costs of $1.5 million in connection with the acquisition during 2017. The fair value adjustment to inventory as part of our purchase price allocation resulted in a $4.5 million and $1.6 million charge to cost of sales during 2018 and 2017, respectively. Our consolidated statement of operations for 2017 includes approximately 3 weeks of Talon operating activity, which is not material to our 2017 results of operations. Cal‑Weld, Inc. On July 27, 2017, we completed the acquisition, via stock purchase, of Cal‑Weld, Inc. (“Cal‑Weld”), a California-based leader in the design and fabrication of precision, high purity industrial components, subsystems, and systems, for $56.2 million. Cal‑Weld expanded our capacity and capabilities in the area of component manufacturing for gas delivery tools used in semiconductor manufacturing. The following table presents the preliminary purchase price allocation as of July 27, 2017 and the final allocation on June 29, 2018. Measurement period adjustments recognized in 2017 and 2018 primarily relate to the fair value of Cal‑Weld’s opening balance of inventory, income taxes payable, and other working capital amounts. Preliminary Allocation July 27, 2017 2017 Measurement Period Adjustment 2018 Measurement Period Adjustment Final Allocation June 29, 2018 Cash acquired $ 7,337 $ — $ — $ 7,337 Accounts receivable 10,318 — — 10,318 Inventories 20,836 — (388 ) 20,448 Prepaid expenses and other current assets 287 113 — 400 Property and equipment 1,639 — — 1,639 Other noncurrent assets 587 — — 587 Intangible assets 12,140 — — 12,140 Goodwill 17,957 (223 ) (143 ) 17,591 Accounts payable (5,991 ) — (5,991 ) Accrued liabilities (2,016 ) 79 (173 ) (2,110 ) Other non-current liabilities (908 ) — — (908 ) Deferred tax liabilities (5,307 ) 31 11 (5,265 ) Total acquisition consideration $ 56,879 $ — $ (693 ) $ 56,186 We allocated $11.5 million to customer relationships and $0.7 million to order backlog with weighted average amortization periods of 6 years and 6 months, respectively. Goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies and is not tax deductible. We incurred transaction costs of $1.9 million in connection with the acquisition during 2017. The fair value adjustment to inventory as part of our purchase price allocation resulted in a $3.6 million charge to cost of sales during 2017. Our consolidated statement of operations for 2017 includes approximately 5 months of Cal‑Weld operating activity, including revenue of $53.0 million and net income from continuing operations of $6.7 million. Ajax-United Patterns & Molds, Inc. On April 12, 2016, we completed the acquisition, via stock purchase, of Ajax-United Patterns & Molds, Inc. (“Ajax”), a California-based manufacturer of complex plastic and metal products used in the medical, biomedical, semiconductor, data communication and food processing equipment industries, for $17.6 million. The acquisition allows us to manufacture and assemble the complex plastic and metal products required by the medical, biomedical, semiconductor and data communication equipment industries. The following table presents the preliminary purchase price allocation as of April 12, 2016 and the final allocation on April 12, 2017. Measurement period adjustments recognized in 2016 and 2017 are primarily related to finalization of the valuation of deferred tax liabilities and net identifiable assets and liabilities. Preliminary Allocation April 12, 2016 2016 Measurement Period Adjustment 2017 Measurement Period Adjustment Final Allocation April 12, 2017 Cash acquired $ 187 $ — $ — $ 187 Accounts receivable 1,245 5 — 1,250 Inventories 3,236 — — 3,236 Prepaid expenses and other current assets 77 — 8 85 Property and equipment 1,545 — (78 ) 1,467 Other noncurrent assets 2,948 — — 2,948 Intangible assets 8,130 (100 ) — 8,030 Goodwill 4,629 2,449 (22 ) 7,056 Accounts payable and accrued liabilities (4,403 ) (83 ) 9 (4,477 ) Deferred tax liabilities — (2,271 ) 83 (2,188 ) Total acquisition consideration $ 17,594 $ — $ — $ 17,594 We allocated $8.0 million to customer relationships with a weighted average amortization periods of 10 years. Goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies and is not tax deductible. We incurred transaction costs of $1.5 million in 2016 in connection with the acquisition. Our consolidated statement of operations for 2016 includes approximately 8 months of Ajax operating activity, including revenue of $20.0 million and operating income of $0.6 million. Pro forma financial information has not been provided for the acquisition of Ajax as it was not material to our operations and overall financial position. |
Inventories
Inventories | 12 Months Ended |
Dec. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories Inventory consists of the following: December 28, 2018 December 29, 2017 Raw materials $ 90,713 $ 91,109 Work in process 20,852 42,186 Finished goods 17,233 27,268 Excess and obsolete adjustment (7,692 ) (6,022 ) Total inventories, net $ 121,106 $ 154,541 The following table presents changes to our excess and obsolete adjustment: Excess and obsolete adjustment Balance at December 25, 2015 $ (6,132 ) Charge to cost of sales (3,921 ) Disposition of inventory 1,973 Balance at December 30, 2016 (8,080 ) Charge to cost of sales (909 ) Disposition of inventory 2,967 Balance at December 29, 2017 (6,022 ) Charge to cost of sales (1,871 ) Disposition of inventory 201 Balance at December 28, 2018 $ (7,692 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 28, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consist of the following: December 28, 2018 December 29, 2017 Machinery $ 29,885 $ 23,464 Leasehold improvements 15,333 15,329 Computer software, hardware and equipment 4,884 4,551 Office furniture, fixtures and equipment 1,058 868 Vehicles 26 51 Construction-in-process 9,514 2,771 60,700 47,034 Less accumulated depreciation (18,960 ) (12,654 ) Total property and equipment, net $ 41,740 $ 34,380 Depreciation expense for 2018, 2017, and 2016 was $7.7 million, $3.6 million, and $2.5 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 28, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 5 – Intangible Assets and Goodwill Definite-lived intangible assets consist of the following: December 28, 2018 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ (6,781 ) $ — $ 2,909 10.0 years Customer relationships 82,986 (31,308 ) — 51,678 7.8 years Developed technology 2,900 (592 ) — 2,308 10.0 years Total intangible assets $ 95,576 $ (38,681 ) $ — $ 56,895 December 29, 2017 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ (5,814 ) $ — $ 3,876 10.0 years Customer relationships 81,427 (20,060 ) — 61,367 7.8 years Developed technology 22,990 (14,938 ) — 8,052 7.7 years Backlog 660 (550 ) — 110 0.5 years Total intangible assets $ 114,767 $ (41,362 ) $ — $ 73,405 Future projected annual amortization expense consists of the following: Future amortization expense 2019 $ 12,579 2020 12,579 2021 12,579 2022 8,765 2023 7,541 Thereafter 2,852 $ 56,895 The following tables present the changes to goodwill: Goodwill Balance at December 25, 2015 $ 70,015 Acquisitions 7,078 Balance at December 30, 2016 77,093 Acquisitions 92,306 Balance at December 29, 2017 169,399 Acquisitions 3,611 Balance at September 28, 2018 $ 173,010 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 28, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 – Commitments and Contingencies Operating Leases We lease facilities under various non-cancellable operating leases expiring through 2024. In addition to base rental payments, we are responsible for utilities and our proportionate share of operating expenses. Escalating rental payments are recognized on a straight‑line basis over the lease term. Rent expense for 2018, 2017, and 2016, was $5.5 million, $3.6 million, and $2.9 million, respectively. Future minimum lease payments for non-cancelable operating leases are as follows: Future minimum lease payments 2019 $ 4,910 2020 4,873 2021 4,356 2022 3,820 2023 1,103 Thereafter 120 $ 19,182 Litigation We are periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. The ultimate resolution of these actions is not expected to have a material adverse effect on our financial position or results of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act included a number of changes to existing U.S. tax laws that impact us, most notably a reduction of the U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The 2017 Tax Act also provided for a one‑time transition tax on certain foreign earnings and the acceleration of depreciation for certain assets placed into service after September 27, 2017, and prospective changes beginning in 2018, including the repeal of the domestic manufacturing deduction, acceleration of tax revenue recognition, capitalization of research and development expenditures, additional limitations on executive compensation, and limitations on the deductibility of interest. We recognized the income tax effects of the 2017 Tax Act in our 2017 financial statements in accordance with Staff Accounting Bulletin (“SAB”) No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes The changes to existing U.S. tax laws as a result of the 2017 Tax Act, which we believe have the most significant impact on the federal income taxes, are as follows: Reduction of the U.S. Corporate Income Tax Rate We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Accordingly, our deferred tax assets and liabilities were re‑measured in 2017 to reflect the reduction in the U.S. corporate income tax rate from 35% to 21%, resulting in a $5.9 million increase in income tax benefit for 2017 and a corresponding $5.9 million decrease in net deferred tax liabilities at December 29, 2017. Transition Tax on Foreign Earnings In 2017, we recognized a provisional income tax expense of $0.7 million related to the one-time transition tax on certain foreign earnings. This resulted in a corresponding decrease in deferred tax assets due to the utilization of net operating loss carryforwards. This amount was adjusted in 2018 to $0.6 million, resulting in a tax benefit of $0.1 million recorded in 2018. Global Intangible Low-Taxed Income (“GILTI”) Beginning in 2018, a portion of foreign subsidiaries’ earnings, net of a return on investment in tangible assets, are subject to tax in the United States. During 2018, we recognized income tax expense of $0.1 million, net of foreign tax credits, related to GILTI. Foreign Derived Intangible Income (“FDII”) Deduction Beginning in 2018, a deduction is allowed in the United States for a portion of foreign-derived income, net of a return on investment in tangible assets. During 2018, we recognized income tax benefit of $0.2 million related to the FDII deduction. Foreign Tax Credits Beginning in 2018, rules surrounding the utilization and carryforward of foreign tax credits in the United States were changed as a result of the 2017 Tax Act. Due to these changes, we released a valuation allowance on our accrued foreign tax credits which were previously limited under the tax code in effect before the 2017 Tax Act was enacted, resulting in a $4.1 million discrete benefit. Income from continuing operations before tax was as follows: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 United States $ 7,519 $ 370 $ (12,553 ) Foreign 46,700 42,659 32,683 Income from continuing operations before tax $ 54,219 $ 43,029 $ 20,130 Significant components of income tax benefit from continuing operations consist of the following: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Current: Federal $ 861 $ 809 $ — State 316 249 (73 ) Foreign 1,751 397 1,858 Total current tax expense 2,928 1,455 1,785 Deferred: Federal (5,379 ) (13,251 ) (2,213 ) State (667 ) (1,553 ) — Foreign (546 ) (537 ) (221 ) Total deferred tax benefit (6,592 ) (15,341 ) (2,434 ) Income tax benefit from continuing operations $ (3,664 ) $ (13,886 ) $ (649 ) The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax benefit from continuing operations consist of the following: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Effective rate reconciliation: U.S. federal tax expense $ 11,386 $ 15,060 $ 7,046 State income taxes, net (329 ) (373 ) (324 ) Permanent items 30 2,141 303 Foreign rate differential (1,679 ) (7,498 ) (5,907 ) Tax holiday (7,583 ) (7,437 ) (5,714 ) Credits (1,158 ) (1,818 ) (794 ) Tax contingencies 168 335 86 Share-based compensation (1,270 ) (5,438 ) 185 Withholding tax 727 840 1,435 Impact of re-characterizing intercompany debt to equity — 1,409 — Impact of Tax Cuts and Jobs Act 199 (6,188 ) — Other, net (15 ) (248 ) 168 Valuation allowance (4,140 ) (4,671 ) 2,867 Income tax benefit from continuing operations $ (3,664 ) $ (13,886 ) $ (649 ) Deferred income tax assets and liabilities from continuing operations consist of the following as of: December 28, 2018 December 29, 2017 Deferred tax assets: Inventory $ 3,500 $ 2,825 Share-based compensation 1,295 866 Accrued payroll 896 1,202 Net operating loss carryforwards 534 4,020 Transaction costs 99 63 Tax credits 7,258 5,851 Other assets 1,747 1,956 Deferred tax assets 15,329 16,783 Valuation allowance (112 ) (4,252 ) Total deferred tax assets 15,217 12,531 Deferred tax liabilities: Intangible assets (13,789 ) (18,283 ) Property, plant and equipment (3,687 ) (3,069 ) Other liabilities (344 ) (743 ) Total deferred tax liabilities (17,820 ) (22,095 ) Net deferred tax liability $ (2,603 ) $ (9,564 ) At December 28, 2018, we had federal and state net operating loss carryforwards of $1.0 million and $5.8 million, respectively. The federal and state net operating loss carryforwards, if not utilized, will begin to expire in 2035 and 2032, respectively. At December 28, 2018, we had federal and state research and development credits of $1.7 million and $0.4 million, respectively. The federal and state research and development credits, if not utilized, will begin to expire in 2032 and 2022, respectively. Additionally, we had foreign tax credits of $1.5 million, which if not utilized, will begin to expire in 2022. We have determined the amount of our valuation allowance based on our estimates of taxable income by jurisdiction in which we operate over the periods in which the related deferred tax assets will be recoverable. During 2017, the Company completed the acquisitions of Cal‑Weld and Talon, resulting in a release of valuation allowance against the Company’s net deferred tax assets. During the second quarter of 2018, as part of our evaluation of the 2017 Tax Act, we determined we would be able to utilize our foreign tax credit carryforwards, including our currently generated credits and accrued credits related to intercompany payables. As such, we recognized an addition $4.1 million benefit from releasing the associated valuation allowance. As of December 28, 2018, we believe it is more-likely-than-not that we will realize our U.S. deferred tax assets, with the exception of certain state and foreign net operating loss carryforwards we believe are not likely to be realized within the carryforward period. The Company was granted a tax holiday for its Singapore operations effective 2011 through 2021. The net impact of the tax holiday in Singapore as compared to the Singapore statutory rate was a benefit of $7.6 million, $7.4 million, and $5.7 million during 2018, 2017, and 2016, respectively. Our income tax fluctuates based on the geographic mix of earnings and is calculated quarterly based on actual results pursuant to ASC Topic 740‑270 As of December 28, 2018, we have recognized $2.3 million of unrecognized tax benefits in long-term liabilities and zero unrecognized tax benefits in noncurrent deferred tax liabilities on the accompanying consolidated balance sheet. If recognized, $1.6 million of this amount would impact our effective tax rate. We do not expect a significant decrease to the total amount of unrecognized tax benefits within the next twelve months. Our ongoing practice is to recognize potential accrued interest and penalties related to unrecognized tax benefits within its global operations in income tax benefit. During 2018, we recognized a net increase of approximately $0.1 million in potential interest and penalties associated with uncertain tax positions in the consolidated statements of operations. At December 28, 2018, we had approximately $0.1 million and $0.4 million of interest and penalties, respectively, associated with uncertain tax positions, which are excluded from the unrecognized tax benefits table below. We recognize interest and penalties relating to unrecognized tax benefits as part of its income tax expense. The following table summarizes the activity related to the Company’s unrecognized tax benefits: Unrecognized tax benefits Balance at December 25, 2015 $ 558 Increase in tax positions for current year 118 Decrease in tax positions for prior period (100 ) Balance at December 30, 2016 576 Increase in tax positions for current year 458 Increase in tax positions for prior period 214 Increase in tax positions due to acquisitions 710 Decrease in tax positions for prior period — Impact of Tax Cuts and Jobs Act (48 ) Balance at December 29, 2017 1,910 Increase in tax positions for current year 407 Decreases in tax positions for prior period (61 ) Balance at December 28, 2018 $ 2,256 Our three major filing jurisdictions are the United States, Singapore and Malaysia. We are no longer subject to U.S. Federal examination for tax years ending before 2015, to state examinations before 2014, or to foreign examinations before 2013. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating losses or credit carryforward. |
Employee Benefit Programs
Employee Benefit Programs | 12 Months Ended |
Dec. 28, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Programs | Note 8 – Employee Benefit Programs 401(k) Plan We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50% of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a discretionary matching contribution equal to 50% of a participant’s deferral, up to an annual maximum of 4% of a participant’s annual compensation. For 2018, 2017, and 2016, matching contributions were $1.5 million, $0.7 million, and $0.3 million, respectively. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 28, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facilities | Note 9 – Credit Facilities Long-term debt consists of the following: December 28, 2018 December 29, 2017 Term loan $ 170,625 $ 179,535 Revolving credit facility 34,162 10,000 Total principal amount of long-term debt 204,787 189,535 Less unamortized debt issuance costs (3,920 ) (2,798 ) Total long-term debt, net 200,867 186,737 Less current portion (8,750 ) (6,490 ) Total long-term debt, less current portion, net $ 192,117 $ 180,247 Maturities of long-term debt consist of the following: Future maturities of long-term debt 2019 $ 8,750 2020 8,750 2021 8,750 2022 8,750 2023 169,787 $ 204,787 The weighted average interest rate across all credit facilities was 4.36%, 4.30%, and 5.04% during 2018, 2017, and 2016, respectively. On August 11, 2015, we entered into a new credit agreement with a syndicate of lenders and repaid all outstanding indebtedness under our previous credit agreement. The credit agreement included a $55.0 million term loan facility and $20.0 million revolving credit facility. We recorded $2.6 million in debt issuance costs associated with the new credit agreement. In April 2016, we acquired Ajax. To fund the acquisition, we amended our credit agreement, increasing the term loan facility by $15.0 million. The amendment did not meet the definition of an extinguishment and was accounted for as a modification. In July 2017, we acquired Cal‑Weld. To fund the acquisition, we amended our credit agreement, increasing the term loan facility by $20.0 million, increasing the revolving credit facility capacity by $20.0 million, and reducing our interest rate. The amendment did not meet the definition of an extinguishment and was accounted for as a modification. In December 2017, we acquired Talon. To fund the acquisition, we amended our credit agreement, increasing the term loan facility by $120.0 million. The amendment did not meet the definition of an extinguishment and was accounted for as a modification. On February 15, 2018, we amended and restated our credit agreement, which replaced our existing credit facilities with a $175.0 million term loan facility and a $125.0 million revolving credit facility. The amendment reduced our interest rate, depending on our leverage ratio, and extended the maturity date. We incurred debt issuance costs of $2.1 million in connection with the amendment. The amendment did not meet the definition of an extinguishment and was accounted for as a modification. Our credit agreement is secured by our tangible and intangible assets and includes customary representations, warranties, and covenants. We are required to maintain a minimum fixed charge coverage ratio of 1.25 : 1 and a maximum leverage ratio 3.00 : 1. Interest is charged at either the Base Rate or the Eurodollar rate (as such terms are defined in the credit agreement) at our option, plus an applicable margin. The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5%, or iii) the Eurodollar Rate plus 1.00%. The Eurodollar rate is equal to LIBOR. The applicable margin on Base Rate and Eurodollar Rate loans is 0.75‑1.50% and 1.75‑2.50% per annum, respectively, depending on our leverage ratio. We are also charged a commitment fee of 0.20%-0.35% on the unused portion of our revolver. Base Rate interest payments and commitment fees are due quarterly. Eurodollar interest payments are due on the last day of the applicable interest period. At December 28, 2018, the term loan and revolver bore interest at the Eurodollar rate option of 4.34% and 4.54%, respectively. Principal payments of $2.2 million are due on a quarterly basis. The credit agreement matures on February 15, 2023. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 28, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Note 10 – Shareholders’ Equity Preferred Shares Prior to the December 2016 IPO, our preferred shares had the following characteristics: Conversion —The holders of preferred shares had the ability to convert to common stock at any time at the option of the holder, and the preferred shares would automatically convert to common stock upon a majority vote of the holders of preferred stock. The conversion price was equal to the ratio of the original issuance price divided by the conversion price. Liquidation preference —In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Company, preferred shareholders were entitled to receive an amount per share equal to the greater of (i) the original issuance price plus any dividends declared but unpaid or (ii) an amount per share that would have been payable assuming conversion to common stock immediately prior to a liquidation event. Any remaining assets after the initial liquidation preference were to be distributed to common stock holders on a pro rata basis. If our assets were not sufficient for the full liquidation preference, the holders would share in any distribution on a pro rata basis. Voting —Preferred shareholders had voting rights based on the number of shares of common stock into which the preferred shares could convert. Dividends —Preferred shareholders were entitled to receive dividends when and if declared by our Board of Directors. At the IPO, all outstanding preferred shares were converted into 17,722,808 ordinary shares. Share Repurchase Program In February 2018, our Board of Directors authorized a share repurchase program up to $50.0 million under which we may repurchase our ordinary shares in the open market or through privately negotiated transactions, depending on market conditions and other factors. Ordinary shares repurchased are recorded as treasury shares using the cost method on a first-in, first-out basis. In August 2018, our Board of Directors authorized a $50 million increase to the share repurchase program. The following tables details our share repurchases for the periods indicated : Total Number of Shares Repurchased Total Cost of Repurchase Average Price Paid per Share Amount Available Under Repurchase Program (dollars in thousands, except share and per share amounts) Amount available at February 15, 2018 $ 50,000 Quarter ended March 30, 2018 195,750 $ 5,000 $ 25.54 $ 45,000 Quarter ended June 29, 2018 1,061,855 24,970 $ 23.52 $ 20,030 Board authorization, $50 million increase, August 18, 2018 $ 70,030 Quarter ended September 28, 2018 1,424,359 30,348 $ 21.31 $ 39,683 Quarter ended December 28, 2018 1,657,565 29,662 $ 17.89 $ 10,021 Year ended December 28, 2018 4,339,529 $ 89,980 $ 20.73 $ 10,021 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 28, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 11 – Related Party Transactions We purchased certain parts from Ajax Foresight Global Manufacturing Sdn. Bhd. (“AFGM”), an investment acquired in conjunction with our acquisition of Ajax We received advisory services from Francisco Partners Management, L.P. (“FPM”), an entity affiliated with certain of our former principal shareholders through our December 2016 IPO, at which time our advisory agreement with FPM was terminated. Under the advisory agreement, we were obligated to pay FPM an annual advisory fee equal to $1.5 million per year. Such advisory fee was waived for all periods presented in which the advisory agreement was effective. We also received consulting services from Francisco Partners Consulting, LLC (“FPC”), an entity that provides consulting services to the private equity funds managed by FPM and their portfolio companies on a dedicated basis, through our December 2016 IPO, at which time our agreement with FPC was terminated and such services ceased. FPC is not an affiliate of us, FPM, or any of our former principal shareholders, and none of our former principal shareholders hold an in interest in FPC. During 2017, we received a refund from FPC for previously paid consulting fees of $0.3 million. During 2016 we paid $0.5 million to FPC for consulting services. On January 10, 2011, PFT entered into a sublease agreement with Precision Flow Inc., which was majority owned by a member of our Board of Directors. During 2016, PFT paid $1.0 million in sublease rent to Precision Flow Inc. This board member resigned in 2016, and therefore no related party relationship exists on a go-forward basis. We had purchases totaling $0.1 million from Ceres, an entity owned by a member of our Board of Directors during 2016. We had sales totaling $0.2 million to Ceres during 2016. This board member resigned in 2016, and therefore no related party relationship exists on a go-forward basis. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 28, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 12 – Share-Based Compensation 2016 Plan In December 2016, we adopted the 2016 Omnibus Incentive Plan (“the 2016 Plan”). Under the 2016 Plan, 1,888,000 ordinary shares are reserved for issuance. The number of shares reserved for issuance under the 2016 Plan increases annually beginning in fiscal year 2018 by the lesser of (i) 2% of the ordinary shares outstanding on the last day of the immediately preceding fiscal year or (ii) such amount determined by our Board of Directors. Awards may be in the form of options, tandem and non-tandem stock appreciation rights, restricted shares, performance awards, and other share based awards and can be issued to employees, directors, and consultants. Canceled or expired awards under the 2016 Plan are returned to the incentive plan pool for future grants. Awards granted under the 2016 Plan generally have a term of 7 years. Vesting generally occurs 25% on the first anniversary of the date of grant, and quarterly thereafter over the remaining 3 years. Upon vesting of restricted shares, employees may elect to have shares withheld to cover statutory minimum withholding taxes. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares were never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows. 2012 Plan In March 2012, we adopted the Ichor Holdings Ltd. 2012 Equity Incentive Plan (the “2012 Plan”). Under the 2012 Plan, we may grant either restricted shares or stock options to employees, directors and consultants. Our Board of Directors initially authorized the issuance of 21,000,000 stock options or restricted shares under the 2012 Plan. On October 25, 2013, our Board of Directors authorized the issuance of an additional 4,000,000 stock options or restricted shares under the 2012 Plan. Canceled or expired stock options or restricted shares are returned to the incentive plan pool for future grants. Stock options granted under the 2012 Plan generally have a term of 7 years. Vesting generally occurs 25% on the first anniversary of the date of grant, and quarterly thereafter over the remaining 3 years. There have been no issuances of equity-based awards under the 2012 Plan since the adoption of the 2016 Plan. On January 18, 2018, in connection with the resignation of our former Chief Financial Officer, certain separation benefits became effective, which included a vesting acceleration of all outstanding and unvested stock options and restricted shares. Consequently, 88,445 stock options and 39,175 restricted shares vested on January 18, 2018. This was accounted for as an equity award modification under ASC Topic 718, resulting in $2.9 million in share-based compensation expense. Stock Options The table below sets forth the weighted average assumptions used to measure the fair value of options granted: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Weighted average expected term 5 years 5 years 5 years Risk-free interest rate 2.6 % 1.9 % 1.3 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility 52.6 % 47.7 % 50.0 % The following table summarizes our stock option activity: Number of Stock Options Time vesting Performance vesting Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value (in thousands) Outstanding, December 29, 2017 1,452,825 215,908 $ 12.87 Granted 773,100 — $ 24.64 Exercised (423,162 ) (150,000 ) $ 9.88 Forfeited (96,322 ) — $ 20.13 Expired — — $ — Outstanding, December 28, 2018 1,706,441 65,908 $ 18.57 4.7 years $ 3,572 Exercisable, December 28, 2018 594,335 65,908 $ 12.05 2.7 years $ 3,186 Fair value information for options granted and the intrinsic value of options exercised are as follows: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Weighted average grant-date fair value of options granted $ 11.81 $ 8.52 $ 4.18 Total intrinsic value of options exercised $ 8,744 $ 16,423 N/A At December 28, 2018, total unrecognized share-based compensation expense relating to stock options was $9.7 million, with a weighted average remaining service period of 2.9 years. Restricted Shares The following table summarizes our restricted share activity: Number of Restricted Shares Time vesting Weighted average grant date fair value Unvested, December 29, 2017 153,281 $ 17.53 Granted 122,698 $ 23.89 Vested (83,679 ) $ 15.12 Forfeited — $ — Unvested, December 28, 2018 192,300 $ 22.64 Fair value information for restricted shares granted and vested during is as follows: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Weighted average grant-date fair value of shares granted $ 23.89 $ 19.63 $ 9.42 Total fair value of shares vested $ 2,041 $ 634 $ 1,484 At December 28, 2018, total unrecognized share-based compensation expense relating to restricted shares was $3.6 million, with a weighted average remaining service period of 2.8 years. During 2018, 2017, and 2016, share-based compensation expense for stock options and restricted shares across all plans totaled $7.3 million, $2.2 million, and $3.2 million, respectively. 2017 ESPP In May 2017, we adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”). The 2017 ESPP grants employees the ability to designate a portion of their base-pay to purchase ordinary shares at a price equal to 85% of the fair market value of our ordinary shares on the first or last day of each 6 month purchase period. Purchase periods begin on January 1 or July 1 and end on June 30 or December 31, or the next business day if such date is not a business day. Shares are purchased on the last day of the purchase period. The table below sets forth the weighted average assumptions used to measure the fair value of 2017 ESPP rights: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Weighted average expected term 0.5 years 0.4 years N/A Risk-free interest rate 1.9 % 1.1 % N/A Dividend yield 0.0 % 0.0 % N/A Volatility 52.7 % 47.8 % N/A We recognize share-based compensation expense associated with the 2017 ESPP over the duration of the purchase period. We recognized $0.3 million and $0.1 million of share-based compensation expense associated with the 2017 ESPP during 2018 and 2017, respectively. At December 28, 2018, there was no unrecognized share-based compensation expense. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 28, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Note 13 – Segment Information Our Chief Operating Decision Maker, the Chief Executive Officer, reviews our results of operations on a consolidated level and executive staff is structured by function rather than by product category. Therefore, we operate in one operating segment. Key resources, decisions, and assessment of performance are also analyzed on a company‑wide level. Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia. Our principal markets include North America, Asia and, to a lesser degree, Europe. Sales by geographic area represent sales to unaffiliated customers. All information on sales by geographic area is based upon the location to which the products were shipped. The following table sets forth sales by geographic area (including sales from discontinued operations): Year Ended December 28, 2018 December 29, 2017 December 30, 2016 United States of America $ 502,750 $ 386,645 $ 243,237 Singapore 224,230 223,277 163,515 Europe 60,688 27,555 16,353 Other 35,943 18,415 9,218 Total net sales $ 823,611 $ 655,892 $ 432,323 The following table sets forth our two major customers, which comprised 88%, 93%, and 97% of net sales from continuing operations in 2018, 2017, and 2016, respectively: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Lam Research $ 458,705 $ 350,372 $ 207,230 Applied Materials $ 262,146 $ 259,234 $ 185,465 |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 28, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 14 – Earnings per Share Basic and diluted net income per share attributable to ordinary shareholders was presented in conformity with the two-class method during 2016, as we had two classes of stock until our December 2016 IPO. We considered our convertible preferred shares to be a participating security as the convertible preferred shares participated in dividends with ordinary shareholders, when and if declared by our Board of Directors. In the event a dividend was paid on ordinary shares, the holders of preferred shares were entitled to a proportionate share of any such dividend as if they were holders of ordinary shares (on an as-if converted basis). The convertible preferred shares did not participate in incurred losses. In accordance with the two-class method, earnings allocated to these participating securities and the related number of outstanding shares of the participating securities, which include contractual participation rights in undistributed earnings, have been excluded from the computation of basic and diluted net income per share attributable to ordinary shareholders. Under the two-class method, net income attributable to ordinary shareholders after deduction of preferred share dividends, if any, is determined by allocating undistributed earnings between the ordinary shares and the participating securities based on their respective rights to receive dividends. Basic net income per share attributable to ordinary shareholders is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. All participating securities are excluded from basic weighted-average ordinary shares outstanding. Diluted net income per share attributable to ordinary shareholders is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding, including all potentially dilutive ordinary shares, if the effect of each class of potential shares of ordinary shares is dilutive. For purposes of calculating EPS under the two-class method, an accounting policy election has been made to treat each income statement line item (net income from continuing operations, net income from discontinued operations, and net income) as an independent calculation and only allocate earnings to participating securities for those line items for which income is reported, as the participating securities do not have a contractual obligation to participate in losses. There is therefore no allocation of losses to participating securities for those line items for which a loss is reported. Under this method, the sum of the individual EPS income statement line items will not reconcile to the total net income per share. Net income per share was not presented in conformity with the two ‑ The following table sets forth the computation of our basic and diluted net income (loss) per share attributable to ordinary shareholders and a reconciliation of the numerator and denominator used in the calculation: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Numerator: Net income from continuing operations $ 57,883 $ 56,915 $ 20,779 Undistributed earnings attributed to preferred shareholders — — (19,060 ) Net income from continuing operations, attributable to ordinary shareholders $ 57,883 $ 56,915 $ 1,719 Net loss from discontinued operations $ — $ (461 ) $ (4,117 ) Undistributed earnings attributed to preferred shareholders — — — Net loss from discontinued operations, attributable to ordinary shareholders $ — $ (461 ) $ (4,117 ) Net income $ 57,883 $ 56,454 $ 16,662 Undistributed earnings attributed to preferred shareholders — — (15,284 ) Net income, attributable to ordinary shareholders $ 57,883 $ 56,454 $ 1,378 Denominator: Weighted average ordinary shares outstanding 24,706,542 25,118,031 1,503,296 Dilutive effect of stock options 398,590 1,030,793 306,871 Dilutive effect of restricted shares 20,530 68,184 157,759 Dilutive effect of employee share purchase plan 2,393 1,416 — Weighted average number of shares used in diluted per share calculation for net income and net income from continuing operations 25,128,055 26,218,424 1,967,926 Weighted average ordinary shares outstanding 24,706,542 25,118,031 1,503,296 Dilutive effect of stock options — — — Dilutive effect of restricted shares — — — Dilutive effect of employee share purchase plan — — — Weighted average number of shares used in diluted per share calculation for net loss from discontinued operations 24,706,542 25,118,031 1,503,296 Earnings per share attributable to ordinary shareholders: Net income from continuing operations: Basic $ 2.34 $ 2.27 $ 1.14 Diluted $ 2.30 $ 2.17 $ 0.87 Net loss from discontinued operations: Basic $ — $ (0.02 ) $ (2.74 ) Diluted $ — $ (0.02 ) $ (2.74 ) Net income: Basic $ 2.34 $ 2.25 $ 0.92 Diluted $ 2.30 $ 2.15 $ 0.70 An aggregated total of 516,070, 72,321, and 165,275 potential ordinary shares have been excluded from the computation of diluted net income per share attributable to ordinary shareholders for 2018, 2017, and 2016, respectively, because including them would have been antidilutive. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 28, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 15 – Discontinued Operations In January 2016, we made the decision to shut down our Kingston, New York facility as this location consumed a significant amount of resources while contributing very little income. We completed the shutdown of the operations of the New York facility in May 2016 through abandonment as a buyer for the facility and operation was not found. We recorded lease abandonment and inventory charges of approximately $0.6 million and $2.0 million, respectively, in 2016. In 2017, we accrued for remaining costs of $0.3 million to occupy the facility through its lease expiration in February 2018. The discontinued operation was deemed to be fully disposed of at December 29, 2017. Accordingly, there was no activity associated with the discontinued operation during 2018. The carrying amounts of the major classes of assets and liabilities of our Kingston, New York facility are reflected in the following table: December 29, 2017 Assets Current assets: Prepaid expenses and other current assets $ 3 Total current assets 3 Total assets $ 3 Liabilities Current liabilities: Accounts payable $ 136 Accrued liabilities 255 Other current liabilities 9 Total current liabilities 400 Total liabilities $ 400 The results of the discontinued operation were as follows: Year Ended December 29, 2017 December 30, 2016 Net sales $ — $ 26,576 Cost of sales — 28,077 Operating expenses: Research and development — 262 Selling, general, and administrative 722 2,315 Total operating expenses 722 2,577 Operating loss (722 ) (4,078 ) Other income, net — (1 ) Loss from discontinued operations before income taxes (722 ) (4,077 ) Income tax expense (benefit) (261 ) 40 Loss from discontinued operations $ (461 ) $ (4,117 ) |
Subsequent Events (unaudited)
Subsequent Events (unaudited) | 12 Months Ended |
Dec. 28, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events (unaudited) | Note 16 – Subsequent Events (unaudited) Ordinary Share Repurchases In January 2019, we repurchased 97,910 ordinary shares for a total cost of $1.6 million at an average price of $16.34 per share pursuant to our previously announced share repurchase program. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 28, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Operations of the Company | Organization and Operations of the Company Ichor Holdings, Ltd. and Subsidiaries (the “we”, “us”, “our”, “Company”) designs, develops, manufactures and distributes gas and liquid delivery subsystems and components purchased by capital equipment manufacturers for use in the semiconductor markets. We are headquartered in Fremont, California and have operations in the United States, United Kingdom, Singapore, Malaysia, and Korea. On December 30, 2011, Ichor Systems Holdings, LLC consummated a sales transaction with Icicle Acquisition Holdings, LLC, a Delaware limited liability company. Shortly after consummation of the sale transaction, Icicle Acquisition Holdings, LLC changed its name to Ichor Holdings, LLC. In March 2012, Ichor Holdings, LLC completed a reorganization of its legal structure, forming Ichor Holdings, Ltd., a Cayman Islands entity. Ichor Holdings, Ltd. is now the reporting entity and the ultimate parent company of the operating entities. In January 2016, we decided to close our Kingston, New York facility which was the primary facility for the Precision Flow Technologies, Inc. (“PFT”) subsidiary. In May 2016, we ceased operations in this facility and ended the relationship with the customer it served in this location. Our consolidated financial statements and accompanying notes for current and prior periods have been retroactively adjusted to present the results of operations of the Precision Flow Technologies, Inc. subsidiary as a discontinued operation. In addition, the assets and liabilities to be disposed of have been treated and classified as a discontinued operation. For more information on the discontinued operation see Note 15 – Discontinued Operations |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All financial figures presented in the notes to consolidated financial statements are in thousands, except share, per share, and percentage figures. These consolidated financial statements include the following wholly owned subsidiaries of Ichor Holdings, Ltd.: Name of Subsidiary Jurisdiction of Incorporation, Organization, or Formation Ichor Intermediate Holdings, Ltd. Cayman Islands Icicle Acquisition Holding Co-op Netherlands Icicle Acquisition Holding B.V. Netherlands Ichor Holdings Ltd. Scotland Ichor Systems Ltd. Scotland Ichor Holdings, LLC Delaware Ichor Systems, Inc. Delaware Ichor Systems Korea Ltd. Korea Ichor Systems Malaysia Sdn Bhd Malaysia Ichor Systems Singapore, PTE Ltd. Singapore Precision Flow Technologies, Inc. New York Ajax-United Patterns & Molds, Inc. California Cal-Weld, Inc. California Talon Innovations Corporations Minnesota Talon Innovations (FL) Corporation Florida Talon Innovations Korea Korea IAN Engineering Co., Ltd. Korea |
Public Offering | Public Offering On December 14, 2016, we completed an initial public offering (“IPO”) of 5,877,778 ordinary shares at a price to the public of $9.00 per share. We received net proceeds from the offering of $47.1 million after offering fees and expenses. The net proceeds were used to repay $40.0 million of loans outstanding under our Credit Facilities. In January 2017, we received $7.3 million, net of fees and expenses, from the exercise of the underwriters’ over‑allotment option to sell an additional 881,667 ordinary shares. |
Year End | Year End We use a 52 or 53 week fiscal year ending on the last Friday in December. The years ended December 28, 2018 and December 29, 2017 were both 52 weeks. The year ended December 30, 2016 was 53 weeks. All references to 2018, 2017, and 2016 are references to the fiscal years then ended. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include the fair value of assets and liabilities acquired in acquisitions, estimated useful lives for long-lived assets, allowance for doubtful accounts, inventory valuation, uncertain tax positions, fair value assigned to stock options granted, and impairment analysis for both definite-lived intangible assets and goodwill. |
Revenue Recognition | Revenue Recognition We recognize revenue when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations. Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of goods sold. Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within twelve months. Product sales are recognized at a point-in-time, generally upon delivery, as such term is defined within the contract, as that is when control of the promised good has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under ASC 460, Guarantees , and not as a separate performance obligation . Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer but are generally due within 15‑60 days. Historically, we have not incurred significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject us to credit risk consist of accounts receivable, accounts payable and long-term debt. At December 28, 2018 and December 29, 2017, two customers represented, in the aggregate, approximately 40% and 61%, respectively, of the balance of accounts receivable. We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information. Activity and balances related to the allowance for doubtful accounts is as follows: Allowance for doubtful accounts Balance at December 25, 2015 $ 123 Charges to costs and expenses 71 Write-offs — Balance at December 30, 2016 194 Charges to costs and expenses 62 Write-offs — Balance at December 29, 2017 256 Charges to costs and expenses 195 Write-offs and recoveries (111 ) Balance at December 28, 2018 $ 340 We require collateral, typically cash, in the normal course of business if customers do not meet the criteria established for offering credit. If the financial condition of our customers were to deteriorate and result in an impaired ability to make payments, additions to the allowance may be required. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded to income when received. We use qualified manufacturers to supply many components and subassemblies of our products. We obtain the majority of our components from a limited group of suppliers. A majority of the purchased components used in our products are customer specified. An interruption in the supply of a particular component would have a temporary adverse impact on our operating results. We maintain cash balances at both United States-based and foreign-based commercial banks. Cash balances in the United States exceed amounts that are insured by the Federal Deposit Insurance Corporation (FDIC). The majority of the cash maintained in foreign-based commercial banks is insured by the government where the foreign banking institutions are based. Cash held in foreign-based commercial banks totaled $25.5 million and $36.4 million at December 28, 2018 and December 29, 2017, respectively, and at times exceeds insured amounts. No losses have been incurred at December 28, 2018 and December 29, 2017 for amounts exceeding the insured limits. |
Fair Value Measurements | Fair Value Measurements We estimate the fair value of financial assets and liabilities based upon comparison of such assets and liabilities to the current market values for instruments of a similar nature and degree of risk. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ▪ Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date ▪ Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability ▪ Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date There were no changes to our valuation techniques during 2018. We estimate that the recorded value of our financial assets and liabilities approximate fair value at December 28, 2018 and December 29, 2017. We estimate the value of intangible assets on a nonrecurring basis based on an income approach utilizing discounted cash flows. Under this approach, we estimate the future cash flows from our asset groups and discount the income stream to its present value to arrive at fair value. Future cash flows are based on recently prepared operating forecasts. Operating forecasts and cash flows include, among other things, revenue growth rates that are calculated based on management’s forecasted sales projections. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows includes a subject-company risk premium, an equity market risk premium, a beta, and a risk-free rate. As this approach contains unobservable inputs, the measurement of fair value for intangible assets is classified as Level 3. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. The majority of inventory values are based upon average costs. We analyze inventory levels and record write-downs for inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected customer demand. We assess 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 our estimated usage is written down to its estimated market value less costs to sell, if less than its cost. Inherent in our estimates of demand and market value in determining inventory valuation are estimates related to economic trends, future demand for our products and technological obsolescence of our products. If actual demand and market conditions are less favorable than our projections, additional inventory write-downs may be required. If the inventory value is written down to its net realizable value, and subsequently there is an increased demand for the inventory at a higher value, the increased value of the inventory is not realized until the inventory is sold either as a component of a subsystem or as separate inventory. |
Property and Equipment | Property and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Estimated useful lives of PP&E Machinery 5-10 years Leasehold improvements Lesser of 10 years or lease term Computer software, hardware, and equipment 3-5 years Office furniture, fixtures, and equipment 5-7 years Vehicles 5 years Maintenance and repairs that neither add materially to the value of the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in selling, general and administrative expenses on the consolidated statements of operations. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset group, a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group. The projections are based on assumptions, judgments and estimates of revenue growth rates for the related business, anticipated future economic, regulatory and political conditions, the assignment of discount rates relative to risk, and estimates of terminal values. At December 28, 2018 and December 29, 2017, intangible assets passed the recoverability test resulting in no impairment. |
Intangible Assets | Intangible Assets We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the following estimated useful lives: Estimated useful lives of intangibles Trademarks 10 years Customer relationships 6-10 years Developed technology 7-10 years |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. We first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying a quantitative goodwill impairment test. Under the quantitative test, the fair value of the reporting unit is compared to its carrying value and an impairment loss is recognized for any excess of carrying amount over the reporting unit’s fair value. Fair value of the reporting unit is determined using a discounted cash flow analysis. For purposes of testing goodwill for impairment, we have concluded that we operate as one reporting unit. We performed a qualitative goodwill assessment at December 28 2018 and December 29, 2017. This assessment indicated that it was more likely than not our reporting unit’s fair value exceeded its carrying value. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Special Bonus | Special Bonus On August 11, 2015, our Board of Directors instituted a special bonus to certain members of management totaling $3.1 million. In December 2016 our Board of Directors approved that all remaining special bonus not yet earned had been earned, resulting in a $0.6 million expense in 2016. There were no such bonuses instituted in 2018 or 2017. |
Share-Based Payments | Share-Based Payments We use the Black-Scholes option-pricing model to value the awards on the date of grant. We use the simplified method to estimate the expected term of share-based awards for all periods as we do not have sufficient history to estimate the weighted average expected term. The risk-free interest rate is based on the U.S. Treasury rates in effect on the corresponding date of grant. Estimated volatility is based on the historical volatility of ours and similar entities’ publicly traded shares. |
Income Taxes | Income Taxes We recognize deferred income taxes using the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax benefit for the current year differs from the statutory rate primarily as a result of the impact of foreign operations and discrete tax benefits recorded in connection with our historical acquisitions, stock option exercises, and the release of the valuation allowance against certain foreign tax credits that are now expected to be utilized as a result of the analysis performed related to the Tax Cuts and Jobs Act passed in 2017. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in our consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We recognize interest and penalties as a component of income tax expense. |
Foreign Operations | Foreign Operations The functional currency of our international subsidiaries located in the United Kingdom, Singapore, and Malaysia, is the U.S. dollar. Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other income, net on our consolidated statements of operations. Substantially, all of our sales and agreements with third-party suppliers provide for pricing and payments in U.S. dollars and, therefore, are not subject to material exchange rate fluctuations. Foreign operations consist of revenue of $379.1 million, $346.0 million, and $241.7 million during 2018, 2017, and 2016, respectively. Assets of foreign operations totaled $157.0 million and $127.2 million at December 29, 2017 and December 30, 2016, respectively. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2014‑09, Revenue from Contracts with Customers (Topic 606) We adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers , on December 30, 2017, the first day of fiscal year 2018, using the modified retrospective method. After assessing our contracts with our customers, we determined that there was not a significant change to the nature, timing, and extent of our revenues under the new standard. Accordingly, we did not make a cumulative-effect adjustment to retained earnings on December 30, 2017, as there was no adjustment to be made. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments . The amendment provides and clarifies guidance on the classification of certain cash receipts and cash payments in the statement of cash flows to eliminate diversity in practice. We adopted ASU 2016-15 on December 30, 2017, the first day of fiscal year 2018, which did not have a significant impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017‑01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. We adopted ASU 2017‑01 on December 30, 2017, the first day of fiscal year 2018, which did not have a significant impact on our consolidated financial statements. In May 2017, the FASB issued ASU 2017‑09, Compensation-Stock Compensation (Topic 718) – Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. We adopted ASU 2017‑09 on December 30, 2017, the first day of fiscal year 2018, which did not have a significant impact on our consolidated financial statements. Accounting Pronouncements Recently Issued In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) , which consists of a comprehensive lease accounting standard. Under the new standard, assets and liabilities arising from most leases will be recognized on the balance sheet. Leases will be classified as either operating or financing, and the lease classification will determine whether expense is recognized on a straight-line basis (operating leases) or based on an effective interest method (financing leases). The standard also contains expanded disclosure requirements regarding the amounts, timing, and uncertainties of cash flows related to leasing activities. The new standard is effective for interim and annual periods beginning after December 15, 2018. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements , which provides an optional transition method allowing entities to initially apply the new lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We plan to use the optional transition method and apply the lease standard as of December 29, 2018, the first day of fiscal year 2019. The new standard provides a number of practical expedients in transition. We will elect the package of practical expedients, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs. We will elect to not recognize short-term leases, those with an initial term of 12 months or less, on our consolidated balance sheets. We expect the new standard to have a material effect on our consolidated financial statements. While we continue to assess all of the effects of adoption, we currently believe the most significant effects relate to the recognition of new right-of-use (“ROU”) assets and lease liabilities on our balance sheet for our facilities operating leases and the new disclosure requirements about our leasing activities. Upon adoption of the standard, we anticipate recording lease liabilities and ROU assets to our consolidated balance sheet of approximately $17‑22 million. We do not anticipate a significant cumulative-effect adjustment to the opening balance of retained earnings, and we don’t anticipate the standard to have a material impact on our consolidated statements of income or cash flows. We are evaluating the disclosure requirements and collecting the relevant data in preparation for disclosure in our first quarter 2019 consolidated financial statements, and we are continuing to review our existing contracts for potential embedded leases. In June 2018, the FASB issued ASU 2018‑07, Compensation-Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting . This standard is intended to reduce cost and complexity and to improve financial reporting for share-based payments issued to nonemployees. ASU 2018‑07 expands the scope of ASC Topic 718, which currently only includes share-based payments issued to employees, to also include share-based payments issued to nonemployees for goods and services. The provisions are effective for annual periods beginning after December 15, 2018. We do not expect this ASU to have a material impact on our consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable | We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information. Activity and balances related to the allowance for doubtful accounts is as follows: Allowance for doubtful accounts Balance at December 25, 2015 $ 123 Charges to costs and expenses 71 Write-offs — Balance at December 30, 2016 194 Charges to costs and expenses 62 Write-offs — Balance at December 29, 2017 256 Charges to costs and expenses 195 Write-offs and recoveries (111 ) Balance at December 28, 2018 $ 340 |
Property Plant and Equipment Estimated Useful Lives | Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Estimated useful lives of PP&E Machinery 5-10 years Leasehold improvements Lesser of 10 years or lease term Computer software, hardware, and equipment 3-5 years Office furniture, fixtures, and equipment 5-7 years Vehicles 5 years |
Schedule of Finite Lived Intangible Assets Useful Lives | We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the following estimated useful lives: Estimated useful lives of intangibles Trademarks 10 years Customer relationships 6-10 years Developed technology 7-10 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Business Combinations [Abstract] | |
Measurement Period Adjustments Related to Finalization of Valuation of Deferred Tax Liabilities and Net Identifiable Assets and Liabilities | The following table presents the preliminary purchase price allocation as of April 19, 2018 and December 28, 2018. Measurement period adjustments recognized in 2018 relate to the fair value of IAN’s opening balance of deferred taxes. Preliminary Allocation April 19, 2018 2018 Measurement Period Adjustment Preliminary Allocation December 28, 2018 Cash acquired $ 3,952 $ — $ 3,952 Accounts receivable 863 — 863 Inventories 1,870 — 1,870 Prepaid expenses and other current assets 56 — 56 Property and equipment 396 — 396 Other noncurrent assets 101 — 101 Intangible assets 1,559 — 1,559 Goodwill 2,856 6 2,862 Accounts payable (4,193 ) — (4,193 ) Accrued and other current liabilities (452 ) — (452 ) Deferred tax liabilities (383 ) (6 ) (389 ) Other non-current liabilities (82 ) — (82 ) Total acquisition consideration $ 6,543 $ — $ 6,543 The following table presents the preliminary purchase price allocation as of December 11, 2017 and the final allocation as of December 28, 2018. Measurement period adjustments recognized in 2018 primarily relate to the fair value of Talon’s opening balance of accounts receivable, inventory, income taxes payable, deferred taxes, developed technology, and other working capital amounts. Preliminary Allocation December 11, 2017 2018 Measurement Period Adjustment Final Allocation December 11, 2018 Cash acquired $ 5,586 $ — $ 5,586 Accounts receivable 11,471 600 12,071 Inventories 19,399 209 19,608 Prepaid expenses and other current assets 182 — 182 Property and equipment 16,655 — 16,655 Other noncurrent assets 76 — 76 Intangible assets 38,000 (2,700 ) 35,300 Goodwill 74,594 892 75,486 Accounts payable (4,706 ) — (4,706 ) Accrued liabilities (2,767 ) 170 (2,597 ) Other current liabilities (1,838 ) 972 (866 ) Deferred tax liabilities (19,652 ) 652 (19,000 ) Total acquisition consideration $ 137,000 $ 795 $ 137,795 The following table presents the preliminary purchase price allocation as of July 27, 2017 and the final allocation on June 29, 2018. Measurement period adjustments recognized in 2017 and 2018 primarily relate to the fair value of Cal‑Weld’s opening balance of inventory, income taxes payable, and other working capital amounts. Preliminary Allocation July 27, 2017 2017 Measurement Period Adjustment 2018 Measurement Period Adjustment Final Allocation June 29, 2018 Cash acquired $ 7,337 $ — $ — $ 7,337 Accounts receivable 10,318 — — 10,318 Inventories 20,836 — (388 ) 20,448 Prepaid expenses and other current assets 287 113 — 400 Property and equipment 1,639 — — 1,639 Other noncurrent assets 587 — — 587 Intangible assets 12,140 — — 12,140 Goodwill 17,957 (223 ) (143 ) 17,591 Accounts payable (5,991 ) — (5,991 ) Accrued liabilities (2,016 ) 79 (173 ) (2,110 ) Other non-current liabilities (908 ) — — (908 ) Deferred tax liabilities (5,307 ) 31 11 (5,265 ) Total acquisition consideration $ 56,879 $ — $ (693 ) $ 56,186 The following table presents the preliminary purchase price allocation as of April 12, 2016 and the final allocation on April 12, 2017. Measurement period adjustments recognized in 2016 and 2017 are primarily related to finalization of the valuation of deferred tax liabilities and net identifiable assets and liabilities. Preliminary Allocation April 12, 2016 2016 Measurement Period Adjustment 2017 Measurement Period Adjustment Final Allocation April 12, 2017 Cash acquired $ 187 $ — $ — $ 187 Accounts receivable 1,245 5 — 1,250 Inventories 3,236 — — 3,236 Prepaid expenses and other current assets 77 — 8 85 Property and equipment 1,545 — (78 ) 1,467 Other noncurrent assets 2,948 — — 2,948 Intangible assets 8,130 (100 ) — 8,030 Goodwill 4,629 2,449 (22 ) 7,056 Accounts payable and accrued liabilities (4,403 ) (83 ) 9 (4,477 ) Deferred tax liabilities — (2,271 ) 83 (2,188 ) Total acquisition consideration $ 17,594 $ — $ — $ 17,594 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventory consists of the following: December 28, 2018 December 29, 2017 Raw materials $ 90,713 $ 91,109 Work in process 20,852 42,186 Finished goods 17,233 27,268 Excess and obsolete adjustment (7,692 ) (6,022 ) Total inventories, net $ 121,106 $ 154,541 |
Summary of changes to company's excess and obsolete adjustment | The following table presents changes to our excess and obsolete adjustment: Excess and obsolete adjustment Balance at December 25, 2015 $ (6,132 ) Charge to cost of sales (3,921 ) Disposition of inventory 1,973 Balance at December 30, 2016 (8,080 ) Charge to cost of sales (909 ) Disposition of inventory 2,967 Balance at December 29, 2017 (6,022 ) Charge to cost of sales (1,871 ) Disposition of inventory 201 Balance at December 28, 2018 $ (7,692 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 28, 2018 December 29, 2017 Machinery $ 29,885 $ 23,464 Leasehold improvements 15,333 15,329 Computer software, hardware and equipment 4,884 4,551 Office furniture, fixtures and equipment 1,058 868 Vehicles 26 51 Construction-in-process 9,514 2,771 60,700 47,034 Less accumulated depreciation (18,960 ) (12,654 ) Total property and equipment, net $ 41,740 $ 34,380 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-Lived Intangible Assets | Definite-lived intangible assets consist of the following: December 28, 2018 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ (6,781 ) $ — $ 2,909 10.0 years Customer relationships 82,986 (31,308 ) — 51,678 7.8 years Developed technology 2,900 (592 ) — 2,308 10.0 years Total intangible assets $ 95,576 $ (38,681 ) $ — $ 56,895 December 29, 2017 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ (5,814 ) $ — $ 3,876 10.0 years Customer relationships 81,427 (20,060 ) — 61,367 7.8 years Developed technology 22,990 (14,938 ) — 8,052 7.7 years Backlog 660 (550 ) — 110 0.5 years Total intangible assets $ 114,767 $ (41,362 ) $ — $ 73,405 |
Estimated Amortization Expense of Intangible Assets | Future projected annual amortization expense consists of the following: Future amortization expense 2019 $ 12,579 2020 12,579 2021 12,579 2022 8,765 2023 7,541 Thereafter 2,852 $ 56,895 |
Schedule of Changes in Goodwill | The following tables present the changes to goodwill: Goodwill Balance at December 25, 2015 $ 70,015 Acquisitions 7,078 Balance at December 30, 2016 77,093 Acquisitions 92,306 Balance at December 29, 2017 169,399 Acquisitions 3,611 Balance at September 28, 2018 $ 173,010 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Lease Payment for Non-Cancelable Opereating Leases | Future minimum lease payments for non-cancelable operating leases are as follows: Future minimum lease payments 2019 $ 4,910 2020 4,873 2021 4,356 2022 3,820 2023 1,103 Thereafter 120 $ 19,182 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of income from continuing operations before tax | Income from continuing operations before tax was as follows: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 United States $ 7,519 $ 370 $ (12,553 ) Foreign 46,700 42,659 32,683 Income from continuing operations before tax $ 54,219 $ 43,029 $ 20,130 |
Schedule of significant components of income tax benefit from continuing operations | Significant components of income tax benefit from continuing operations consist of the following: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Current: Federal $ 861 $ 809 $ — State 316 249 (73 ) Foreign 1,751 397 1,858 Total current tax expense 2,928 1,455 1,785 Deferred: Federal (5,379 ) (13,251 ) (2,213 ) State (667 ) (1,553 ) — Foreign (546 ) (537 ) (221 ) Total deferred tax benefit (6,592 ) (15,341 ) (2,434 ) Income tax benefit from continuing operations $ (3,664 ) $ (13,886 ) $ (649 ) |
Summary of reconciliation of income tax computed at U.S. federal statutory tax rates to income tax benefit from continuing operations | The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax benefit from continuing operations consist of the following: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Effective rate reconciliation: U.S. federal tax expense $ 11,386 $ 15,060 $ 7,046 State income taxes, net (329 ) (373 ) (324 ) Permanent items 30 2,141 303 Foreign rate differential (1,679 ) (7,498 ) (5,907 ) Tax holiday (7,583 ) (7,437 ) (5,714 ) Credits (1,158 ) (1,818 ) (794 ) Tax contingencies 168 335 86 Share-based compensation (1,270 ) (5,438 ) 185 Withholding tax 727 840 1,435 Impact of re-characterizing intercompany debt to equity — 1,409 — Impact of Tax Cuts and Jobs Act 199 (6,188 ) — Other, net (15 ) (248 ) 168 Valuation allowance (4,140 ) (4,671 ) 2,867 Income tax benefit from continuing operations $ (3,664 ) $ (13,886 ) $ (649 ) |
Schedule of deferred income tax assets and liabilities from continuing operations | Deferred income tax assets and liabilities from continuing operations consist of the following as of: December 28, 2018 December 29, 2017 Deferred tax assets: Inventory $ 3,500 $ 2,825 Share-based compensation 1,295 866 Accrued payroll 896 1,202 Net operating loss carryforwards 534 4,020 Transaction costs 99 63 Tax credits 7,258 5,851 Other assets 1,747 1,956 Deferred tax assets 15,329 16,783 Valuation allowance (112 ) (4,252 ) Total deferred tax assets 15,217 12,531 Deferred tax liabilities: Intangible assets (13,789 ) (18,283 ) Property, plant and equipment (3,687 ) (3,069 ) Other liabilities (344 ) (743 ) Total deferred tax liabilities (17,820 ) (22,095 ) Net deferred tax liability $ (2,603 ) $ (9,564 ) |
Summarizes activity related to company's unrecognized tax benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits: Unrecognized tax benefits Balance at December 25, 2015 $ 558 Increase in tax positions for current year 118 Decrease in tax positions for prior period (100 ) Balance at December 30, 2016 576 Increase in tax positions for current year 458 Increase in tax positions for prior period 214 Increase in tax positions due to acquisitions 710 Decrease in tax positions for prior period — Impact of Tax Cuts and Jobs Act (48 ) Balance at December 29, 2017 1,910 Increase in tax positions for current year 407 Decreases in tax positions for prior period (61 ) Balance at December 28, 2018 $ 2,256 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: December 28, 2018 December 29, 2017 Term loan $ 170,625 $ 179,535 Revolving credit facility 34,162 10,000 Total principal amount of long-term debt 204,787 189,535 Less unamortized debt issuance costs (3,920 ) (2,798 ) Total long-term debt, net 200,867 186,737 Less current portion (8,750 ) (6,490 ) Total long-term debt, less current portion, net $ 192,117 $ 180,247 |
Schedule of Maturities Long-Term Debt | Maturities of long-term debt consist of the following: Future maturities of long-term debt 2019 $ 8,750 2020 8,750 2021 8,750 2022 8,750 2023 169,787 $ 204,787 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Equity [Abstract] | |
Summary of Share Repurchases | The following tables details our share repurchases for the periods indicated : Total Number of Shares Repurchased Total Cost of Repurchase Average Price Paid per Share Amount Available Under Repurchase Program (dollars in thousands, except share and per share amounts) Amount available at February 15, 2018 $ 50,000 Quarter ended March 30, 2018 195,750 $ 5,000 $ 25.54 $ 45,000 Quarter ended June 29, 2018 1,061,855 24,970 $ 23.52 $ 20,030 Board authorization, $50 million increase, August 18, 2018 $ 70,030 Quarter ended September 28, 2018 1,424,359 30,348 $ 21.31 $ 39,683 Quarter ended December 28, 2018 1,657,565 29,662 $ 17.89 $ 10,021 Year ended December 28, 2018 4,339,529 $ 89,980 $ 20.73 $ 10,021 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Schedule of Assumptions Used for Estimating Fair Value of Options | The table below sets forth the weighted average assumptions used to measure the fair value of options granted: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Weighted average expected term 5 years 5 years 5 years Risk-free interest rate 2.6 % 1.9 % 1.3 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility 52.6 % 47.7 % 50.0 % |
Schedule of Stock Option Activity | The following table summarizes our stock option activity: Number of Stock Options Time vesting Performance vesting Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value (in thousands) Outstanding, December 29, 2017 1,452,825 215,908 $ 12.87 Granted 773,100 — $ 24.64 Exercised (423,162 ) (150,000 ) $ 9.88 Forfeited (96,322 ) — $ 20.13 Expired — — $ — Outstanding, December 28, 2018 1,706,441 65,908 $ 18.57 4.7 years $ 3,572 Exercisable, December 28, 2018 594,335 65,908 $ 12.05 2.7 years $ 3,186 |
Schedule of Fair Value of Options Granted and Intrinsic Value of Options Exercised | Fair value information for options granted and the intrinsic value of options exercised are as follows: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Weighted average grant-date fair value of options granted $ 11.81 $ 8.52 $ 4.18 Total intrinsic value of options exercised $ 8,744 $ 16,423 N/A |
Schedule of Restricted Share Activity | The following table summarizes our restricted share activity: Number of Restricted Shares Time vesting Weighted average grant date fair value Unvested, December 29, 2017 153,281 $ 17.53 Granted 122,698 $ 23.89 Vested (83,679 ) $ 15.12 Forfeited — $ — Unvested, December 28, 2018 192,300 $ 22.64 |
Schedule of Fair Value Information for Restricted Shares Granted and Vested | Fair value information for restricted shares granted and vested during is as follows: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Weighted average grant-date fair value of shares granted $ 23.89 $ 19.63 $ 9.42 Total fair value of shares vested $ 2,041 $ 634 $ 1,484 |
2017 Employee Stock Purchase Plan | |
Schedule of Weighted Average Assumption used to Measure Fair Value | The table below sets forth the weighted average assumptions used to measure the fair value of 2017 ESPP rights: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Weighted average expected term 0.5 years 0.4 years N/A Risk-free interest rate 1.9 % 1.1 % N/A Dividend yield 0.0 % 0.0 % N/A Volatility 52.7 % 47.8 % N/A |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Sales By Geographic Area (Including Sales from Discontinued Operations) | The following table sets forth sales by geographic area (including sales from discontinued operations): Year Ended December 28, 2018 December 29, 2017 December 30, 2016 United States of America $ 502,750 $ 386,645 $ 243,237 Singapore 224,230 223,277 163,515 Europe 60,688 27,555 16,353 Other 35,943 18,415 9,218 Total net sales $ 823,611 $ 655,892 $ 432,323 |
Summary of Segment Information Major Customers | The following table sets forth our two major customers, which comprised 88%, 93%, and 97% of net sales from continuing operations in 2018, 2017, and 2016, respectively: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Lam Research $ 458,705 $ 350,372 $ 207,230 Applied Materials $ 262,146 $ 259,234 $ 185,465 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Ordinary Shareholders | The following table sets forth the computation of our basic and diluted net income (loss) per share attributable to ordinary shareholders and a reconciliation of the numerator and denominator used in the calculation: Year Ended December 28, 2018 December 29, 2017 December 30, 2016 Numerator: Net income from continuing operations $ 57,883 $ 56,915 $ 20,779 Undistributed earnings attributed to preferred shareholders — — (19,060 ) Net income from continuing operations, attributable to ordinary shareholders $ 57,883 $ 56,915 $ 1,719 Net loss from discontinued operations $ — $ (461 ) $ (4,117 ) Undistributed earnings attributed to preferred shareholders — — — Net loss from discontinued operations, attributable to ordinary shareholders $ — $ (461 ) $ (4,117 ) Net income $ 57,883 $ 56,454 $ 16,662 Undistributed earnings attributed to preferred shareholders — — (15,284 ) Net income, attributable to ordinary shareholders $ 57,883 $ 56,454 $ 1,378 Denominator: Weighted average ordinary shares outstanding 24,706,542 25,118,031 1,503,296 Dilutive effect of stock options 398,590 1,030,793 306,871 Dilutive effect of restricted shares 20,530 68,184 157,759 Dilutive effect of employee share purchase plan 2,393 1,416 — Weighted average number of shares used in diluted per share calculation for net income and net income from continuing operations 25,128,055 26,218,424 1,967,926 Weighted average ordinary shares outstanding 24,706,542 25,118,031 1,503,296 Dilutive effect of stock options — — — Dilutive effect of restricted shares — — — Dilutive effect of employee share purchase plan — — — Weighted average number of shares used in diluted per share calculation for net loss from discontinued operations 24,706,542 25,118,031 1,503,296 Earnings per share attributable to ordinary shareholders: Net income from continuing operations: Basic $ 2.34 $ 2.27 $ 1.14 Diluted $ 2.30 $ 2.17 $ 0.87 Net loss from discontinued operations: Basic $ — $ (0.02 ) $ (2.74 ) Diluted $ — $ (0.02 ) $ (2.74 ) Net income: Basic $ 2.34 $ 2.25 $ 0.92 Diluted $ 2.30 $ 2.15 $ 0.70 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 28, 2018 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of Carrying Amounts of Major Classes of Assets and Liabilities of Discontinued Operation and Results of Discontinued Operation | The carrying amounts of the major classes of assets and liabilities of our Kingston, New York facility are reflected in the following table: December 29, 2017 Assets Current assets: Prepaid expenses and other current assets $ 3 Total current assets 3 Total assets $ 3 Liabilities Current liabilities: Accounts payable $ 136 Accrued liabilities 255 Other current liabilities 9 Total current liabilities 400 Total liabilities $ 400 The results of the discontinued operation were as follows: Year Ended December 29, 2017 December 30, 2016 Net sales $ — $ 26,576 Cost of sales — 28,077 Operating expenses: Research and development — 262 Selling, general, and administrative 722 2,315 Total operating expenses 722 2,577 Operating loss (722 ) (4,078 ) Other income, net — (1 ) Loss from discontinued operations before income taxes (722 ) (4,077 ) Income tax expense (benefit) (261 ) 40 Loss from discontinued operations $ (461 ) $ (4,117 ) |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | Dec. 14, 2016USD ($)$ / sharesshares | Jan. 31, 2017USD ($)shares | Dec. 28, 2018USD ($)Customer | Dec. 29, 2017USD ($)Customershares | Dec. 30, 2016USD ($)shares | Aug. 11, 2015USD ($) |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Issuance of ordinary shares, net of fees | $ 7,278 | $ 47,103 | ||||
Cash held in foreign-based commercial banks | $ 43,834 | 68,794 | ||||
Impairment of long-lived assets | 0 | 0 | ||||
Special bonus to members of management, amount instituted | $ 0 | 0 | $ 3,100 | |||
Special bonus members of management, amount expensed | 600 | |||||
Percentage threshold of likelihood of tax positions being realized upon settlement with taxing authority | 50.00% | |||||
Foreign operations sales | $ 823,611 | 655,892 | 405,747 | |||
Foreign operations assets | 485,489 | 557,684 | ||||
Foreign | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash held in foreign-based commercial banks | 25,500 | 36,400 | ||||
Losses incurred exceeding the insured limits | 0 | 0 | ||||
Foreign operations sales | $ 379,100 | 346,000 | 241,700 | |||
Foreign operations assets | $ 157,000 | $ 127,200 | ||||
Accounts Receivable | Customer Concentration Risk | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration of credit risk, Percentage | 40.00% | 61.00% | ||||
Number of customers | Customer | 2 | 2 | ||||
Minimum | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Extended product warranty period | 1 year | |||||
Payment terms, due period | 15 days | |||||
Maximum | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Extended product warranty period | 2 years | |||||
Payment terms, due period | 60 days | |||||
ASU 2018-11 | Minimum | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease, lease liabilities | $ 17,000 | |||||
Operating lease, ROU assets | 17,000 | |||||
ASU 2018-11 | Maximum | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Operating lease, lease liabilities | 22,000 | |||||
Operating lease, ROU assets | $ 22,000 | |||||
Ordinary Shares | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Ordinary shares issued to public | shares | 881,667 | 5,877,778 | ||||
IPO | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Ordinary shares issued to public | shares | 5,877,778 | |||||
Ordinary shares issued to public, per share | $ / shares | $ 9 | |||||
Net proceeds from ordinary shares issued to public | $ 47,100 | |||||
Loans outstanding amount repaid | $ 40,000 | |||||
Over-Allotment Option | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Issuance of ordinary shares, net of fees | $ 7,300 | |||||
Over-Allotment Option | Ordinary Shares | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Ordinary shares issued to public | shares | 881,667 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Allowance For Doubtful Accounts Receivable Rollforward | |||
Beginning Balance | $ 256 | $ 194 | $ 123 |
Charges to costs and expenses | 195 | 62 | 71 |
Write-offs and recoveries | (111) | ||
Ending Balance | $ 340 | $ 256 | $ 194 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Property Plant And Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 28, 2018 | |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of PP&E | Lesser of 10 years or lease term |
Vehicles | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of PP&E | 5 years |
Minimum | Machinery | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of PP&E | 5 years |
Minimum | Office Furniture, Fixtures and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of PP&E | 5 years |
Maximum | Machinery | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of PP&E | 10 years |
Maximum | Office Furniture, Fixtures and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of PP&E | 7 years |
Computer Software, Hardware and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of PP&E | 3 years |
Computer Software, Hardware and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of PP&E | 5 years |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Schedule of Finite Lived Intangible Assets Useful Lives (Details) | 12 Months Ended |
Dec. 28, 2018 | |
Trademarks | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangibles | 10 years |
Customer Relationships | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangibles | 6 years |
Customer Relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangibles | 10 years |
Developed Technology | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangibles | 7 years |
Developed Technology | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangibles | 10 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 11, 2018 | Jun. 29, 2018 | Apr. 19, 2018 | Dec. 11, 2017 | Jul. 27, 2017 | Apr. 12, 2017 | Apr. 12, 2016 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 |
Business Acquisition [Line Items] | |||||||||||
Cost of sales | $ 687,474 | $ 555,131 | $ 340,352 | ||||||||
IAN Engineering Co., Ltd. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition amount | $ 6,543 | $ 6,500 | |||||||||
Cash paid for acquisition | 5,300 | ||||||||||
Contingent consideration with fair value | 1,300 | ||||||||||
Gain on derecognized earn out liability recognized in operating income | 1,300 | ||||||||||
Allocated intangible assets | $ 1,559 | 1,559 | |||||||||
Net sales attributable to acquiree included in statement of operations | 7,700 | ||||||||||
IAN Engineering Co., Ltd. | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Allocated intangible assets | $ 1,600 | ||||||||||
Weighted average amortization period | 6 years | ||||||||||
Talon | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition amount | $ 137,795 | $ 137,800 | |||||||||
Allocated intangible assets | $ 35,300 | ||||||||||
Business acquisition, transaction costs | 1,500 | ||||||||||
Talon | Inventory Fair Value Adjustment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cost of sales | $ 4,500 | 1,600 | |||||||||
Talon | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Allocated intangible assets | $ 32,400 | ||||||||||
Weighted average amortization period | 6 years | ||||||||||
Talon | Intellectual Property | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Allocated intangible assets | $ 2,900 | ||||||||||
Weighted average amortization period | 10 years | ||||||||||
Cal Weld, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition amount | $ 56,186 | $ 56,200 | |||||||||
Allocated intangible assets | $ 12,140 | ||||||||||
Net sales attributable to acquiree included in statement of operations | 53,000 | ||||||||||
Business acquisition, transaction costs | 1,900 | ||||||||||
Net income attributable to acquiree included in statement of operations | 6,700 | ||||||||||
Cal Weld, Inc. | Inventory Fair Value Adjustment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cost of sales | $ 3,600 | ||||||||||
Cal Weld, Inc. | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Allocated intangible assets | $ 11,500 | ||||||||||
Weighted average amortization period | 6 years | ||||||||||
Cal Weld, Inc. | Backlog | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Allocated intangible assets | $ 700 | ||||||||||
Weighted average amortization period | 6 months | ||||||||||
Ajax-United Patterns & Molds, Inc | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition amount | $ 17,594 | $ 17,600 | |||||||||
Allocated intangible assets | $ 8,030 | ||||||||||
Net sales attributable to acquiree included in statement of operations | 20,000 | ||||||||||
Business acquisition, transaction costs | 1,500 | ||||||||||
Net income attributable to acquiree included in statement of operations | $ 600 | ||||||||||
Ajax-United Patterns & Molds, Inc | Customer Relationships | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Allocated intangible assets | $ 8,000 | ||||||||||
Weighted average amortization period | 10 years |
Acquisitions - Schedule of Meas
Acquisitions - Schedule of Measurement Period Adjustments Related to Finalization of Valuation of Deferred Tax Liabilities and Net Identifiable Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 11, 2018 | Jun. 29, 2018 | Apr. 19, 2018 | Dec. 11, 2017 | Jul. 27, 2017 | Apr. 12, 2017 | Apr. 12, 2016 | Apr. 12, 2017 | Dec. 29, 2017 | Jun. 29, 2018 | Dec. 28, 2018 | Dec. 30, 2016 | Dec. 11, 2018 | Dec. 25, 2015 |
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | $ 173,010 | $ 169,399 | $ 173,010 | $ 77,093 | $ 70,015 | ||||||||||
IAN Engineering Co., Ltd. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | 3,952 | ||||||||||||||
Accounts receivable | 863 | 863 | |||||||||||||
Inventories | 1,870 | 1,870 | |||||||||||||
Prepaid expenses and other current assets | 56 | 56 | |||||||||||||
Property and equipment | 396 | 396 | |||||||||||||
Other noncurrent assets | 101 | 101 | |||||||||||||
Intangible assets | 1,559 | 1,559 | |||||||||||||
Goodwill | 2,862 | 2,862 | |||||||||||||
Accounts payable | (4,193) | (4,193) | |||||||||||||
Accrued and other current liabilities | (452) | (452) | |||||||||||||
Deferred tax liabilities | (389) | (389) | |||||||||||||
Other non-current liabilities | (82) | (82) | |||||||||||||
Total acquisition consideration | $ 6,543 | $ 6,500 | |||||||||||||
IAN Engineering Co., Ltd. | Preliminary Allocation | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | 3,952 | ||||||||||||||
Accounts receivable | 863 | ||||||||||||||
Inventories | 1,870 | ||||||||||||||
Prepaid expenses and other current assets | 56 | ||||||||||||||
Property and equipment | 396 | ||||||||||||||
Other noncurrent assets | 101 | ||||||||||||||
Intangible assets | 1,559 | ||||||||||||||
Goodwill | 2,856 | ||||||||||||||
Accounts payable | (4,193) | ||||||||||||||
Accrued and other current liabilities | (452) | ||||||||||||||
Deferred tax liabilities | (383) | ||||||||||||||
Other non-current liabilities | (82) | ||||||||||||||
Total acquisition consideration | $ 6,543 | ||||||||||||||
IAN Engineering Co., Ltd. | Measurement Period Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | 6 | ||||||||||||||
Deferred tax liabilities | $ (6) | ||||||||||||||
Talon | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | $ 5,586 | ||||||||||||||
Accounts receivable | 12,071 | $ 12,071 | |||||||||||||
Inventories | 19,608 | 19,608 | |||||||||||||
Prepaid expenses and other current assets | 182 | 182 | |||||||||||||
Property and equipment | 16,655 | 16,655 | |||||||||||||
Other noncurrent assets | 76 | 76 | |||||||||||||
Intangible assets | 35,300 | 35,300 | |||||||||||||
Goodwill | 75,486 | 75,486 | |||||||||||||
Accounts payable | (4,706) | (4,706) | |||||||||||||
Accrued liabilities | (2,597) | (2,597) | |||||||||||||
Other current liabilities | (866) | (866) | |||||||||||||
Deferred tax liabilities | (19,000) | (19,000) | |||||||||||||
Total acquisition consideration | $ 137,795 | $ 137,800 | |||||||||||||
Talon | Preliminary Allocation | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | 5,586 | ||||||||||||||
Accounts receivable | 11,471 | ||||||||||||||
Inventories | 19,399 | ||||||||||||||
Prepaid expenses and other current assets | 182 | ||||||||||||||
Property and equipment | 16,655 | ||||||||||||||
Other noncurrent assets | 76 | ||||||||||||||
Intangible assets | 38,000 | ||||||||||||||
Goodwill | 74,594 | ||||||||||||||
Accounts payable | (4,706) | ||||||||||||||
Accrued liabilities | (2,767) | ||||||||||||||
Other current liabilities | (1,838) | ||||||||||||||
Deferred tax liabilities | (19,652) | ||||||||||||||
Total acquisition consideration | $ 137,000 | ||||||||||||||
Talon | Measurement Period Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accounts receivable | 600 | ||||||||||||||
Inventories | 209 | ||||||||||||||
Intangible assets | (2,700) | ||||||||||||||
Goodwill | 892 | ||||||||||||||
Accrued liabilities | 170 | ||||||||||||||
Other current liabilities | 972 | ||||||||||||||
Deferred tax liabilities | 652 | ||||||||||||||
Total acquisition consideration | $ 795 | ||||||||||||||
Cal Weld, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | $ 7,337 | ||||||||||||||
Accounts receivable | 10,318 | $ 10,318 | |||||||||||||
Inventories | 20,448 | 20,448 | |||||||||||||
Prepaid expenses and other current assets | 400 | 400 | |||||||||||||
Property and equipment | 1,639 | 1,639 | |||||||||||||
Other noncurrent assets | 587 | 587 | |||||||||||||
Intangible assets | 12,140 | 12,140 | |||||||||||||
Goodwill | 17,591 | 17,591 | |||||||||||||
Accounts payable | (5,991) | (5,991) | |||||||||||||
Accrued liabilities | (2,110) | (2,110) | |||||||||||||
Deferred tax liabilities | (5,265) | (5,265) | |||||||||||||
Other non-current liabilities | (908) | (908) | |||||||||||||
Total acquisition consideration | $ 56,186 | $ 56,200 | |||||||||||||
Cal Weld, Inc. | Preliminary Allocation | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | 7,337 | ||||||||||||||
Accounts receivable | 10,318 | ||||||||||||||
Inventories | 20,836 | ||||||||||||||
Prepaid expenses and other current assets | 287 | ||||||||||||||
Property and equipment | 1,639 | ||||||||||||||
Other noncurrent assets | 587 | ||||||||||||||
Intangible assets | 12,140 | ||||||||||||||
Goodwill | 17,957 | ||||||||||||||
Accounts payable | (5,991) | ||||||||||||||
Accrued liabilities | (2,016) | ||||||||||||||
Deferred tax liabilities | (5,307) | ||||||||||||||
Other non-current liabilities | (908) | ||||||||||||||
Total acquisition consideration | $ 56,879 | ||||||||||||||
Cal Weld, Inc. | Measurement Period Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Inventories | (388) | ||||||||||||||
Prepaid expenses and other current assets | 113 | ||||||||||||||
Goodwill | (223) | (143) | |||||||||||||
Accrued liabilities | 79 | (173) | |||||||||||||
Deferred tax liabilities | $ 31 | 11 | |||||||||||||
Total acquisition consideration | $ (693) | ||||||||||||||
Ajax-United Patterns & Molds, Inc | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | $ 187 | ||||||||||||||
Accounts receivable | 1,250 | $ 1,250 | |||||||||||||
Inventories | 3,236 | 3,236 | |||||||||||||
Prepaid expenses and other current assets | 85 | 85 | |||||||||||||
Property and equipment | 1,467 | 1,467 | |||||||||||||
Other noncurrent assets | 2,948 | 2,948 | |||||||||||||
Intangible assets | 8,030 | 8,030 | |||||||||||||
Goodwill | 7,056 | 7,056 | |||||||||||||
Accounts payable | (4,477) | (4,477) | |||||||||||||
Deferred tax liabilities | (2,188) | (2,188) | |||||||||||||
Total acquisition consideration | $ 17,594 | $ 17,600 | |||||||||||||
Ajax-United Patterns & Molds, Inc | Preliminary Allocation | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Cash acquired | 187 | ||||||||||||||
Accounts receivable | 1,245 | ||||||||||||||
Inventories | 3,236 | ||||||||||||||
Prepaid expenses and other current assets | 77 | ||||||||||||||
Property and equipment | 1,545 | ||||||||||||||
Other noncurrent assets | 2,948 | ||||||||||||||
Intangible assets | 8,130 | ||||||||||||||
Goodwill | 4,629 | ||||||||||||||
Accounts payable | (4,403) | ||||||||||||||
Total acquisition consideration | $ 17,594 | ||||||||||||||
Ajax-United Patterns & Molds, Inc | Measurement Period Adjustment | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Accounts receivable | 5 | ||||||||||||||
Prepaid expenses and other current assets | 8 | ||||||||||||||
Property and equipment | (78) | ||||||||||||||
Intangible assets | (100) | ||||||||||||||
Goodwill | (22) | 2,449 | |||||||||||||
Deferred tax liabilities | 83 | (2,271) | |||||||||||||
Accounts payable and accrued liabilities | $ 9 | $ (83) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 90,713 | $ 91,109 |
Work in process | 20,852 | 42,186 |
Finished goods | 17,233 | 27,268 |
Excess and obsolete adjustment | (7,692) | (6,022) |
Total inventories, net | $ 121,106 | $ 154,541 |
Inventories - Changes to Compan
Inventories - Changes to Company's excess and obsolete adjustment (Detail) - Excess and obsolete adjustment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Inventory [Line Items] | |||
Beginning Balance | $ (6,022) | $ (8,080) | $ (6,132) |
Charge to cost of sales | (1,871) | (909) | (3,921) |
Disposition of inventory | 201 | 2,967 | 1,973 |
Ending Balance | $ (7,692) | $ (6,022) | $ (8,080) |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 60,700 | $ 47,034 |
Less accumulated depreciation | (18,960) | (12,654) |
Total property and equipment, net | 41,740 | 34,380 |
Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 29,885 | 23,464 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,333 | 15,329 |
Office Furniture, Fixtures and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,058 | 868 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 26 | 51 |
Construction-In-Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,514 | 2,771 |
Computer Software, Hardware and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,884 | $ 4,551 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 7.7 | $ 3.6 | $ 2.5 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 28, 2018 | Dec. 29, 2017 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 95,576 | $ 114,767 |
Accumulated amortization | (38,681) | (41,362) |
Carrying amount | 56,895 | 73,405 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | 9,690 | 9,690 |
Accumulated amortization | (6,781) | (5,814) |
Carrying amount | $ 2,909 | $ 3,876 |
Weighted average useful life | 10 years | |
Trademarks | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | 10 years |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 82,986 | $ 81,427 |
Accumulated amortization | (31,308) | (20,060) |
Carrying amount | $ 51,678 | $ 61,367 |
Customer Relationships | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 7 years 9 months 18 days | 7 years 9 months 18 days |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 6 years | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 2,900 | $ 22,990 |
Accumulated amortization | (592) | (14,938) |
Carrying amount | $ 2,308 | $ 8,052 |
Developed Technology | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | 7 years 8 months 12 days |
Developed Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 7 years | |
Developed Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 660 | |
Accumulated amortization | (550) | |
Carrying amount | $ 110 | |
Backlog | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 6 months |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,019 | $ 12,579 | |
2,020 | 12,579 | |
2,021 | 12,579 | |
2,022 | 8,765 | |
2,023 | 7,541 | |
Thereafter | 2,852 | |
Carrying amount | $ 56,895 | $ 73,405 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Goodwill [Roll Forward] | |||
Goodwill balance | $ 169,399 | $ 77,093 | $ 70,015 |
Acquisitions | 3,611 | 92,306 | 7,078 |
Goodwill balance | $ 173,010 | $ 169,399 | $ 77,093 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Rent expense | $ 5.5 | $ 3.6 | $ 2.9 |
Non-cancellable operating lease expiration year | 2,024 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future minimum lease payments for non-cancelable operating leases (Detail) $ in Thousands | Dec. 28, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,019 | $ 4,910 |
2,020 | 4,873 |
2,021 | 4,356 |
2,022 | 3,820 |
2,023 | 1,103 |
Thereafter | 120 |
Total operating lease obligation | $ 19,182 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 29, 2018 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | Dec. 25, 2015 | |
Income Taxes [Line Items] | |||||
Corporate income tax rate | 21.00% | 35.00% | |||
Increase in income tax benefit | $ 5,900 | ||||
Decrease in net deferred tax liabilities | 5,900 | ||||
Transition tax recognized provisional income tax expense | $ 600 | 700 | |||
Deferred tax assets, tax benefit | (100) | ||||
Foreign tax credits carryforward, resulting in discrete benefit | 4,100 | ||||
Operating Loss Carryforwards, federal | 1,000 | ||||
Operating Loss Carryforwards, state | 5,800 | ||||
Foreign tax credits | 1,500 | ||||
Additional benefit resulting from associated valuation allowance | $ 4,100 | ||||
Tax holiday | 7,583 | 7,437 | $ 5,714 | ||
Unrecognized tax benefits for uncertain tax positions | 2,256 | 1,910 | 576 | $ 558 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 1,600 | ||||
Net increase of interest and penalties associated with unrecognized tax benefits | 100 | ||||
Unrecognized tax benefits, income tax penalties | 400 | ||||
Unrecognized tax benefits, interest on income taxes expense | 100 | ||||
Long-term Liabilities | |||||
Income Taxes [Line Items] | |||||
Unrecognized tax benefits for uncertain tax positions | 2,300 | ||||
Deferred Tax Liabilities Non Current | |||||
Income Taxes [Line Items] | |||||
Unrecognized tax benefits for uncertain tax positions | 0 | ||||
Singapore | |||||
Income Taxes [Line Items] | |||||
Tax holiday | 7,600 | $ 7,400 | $ 5,700 | ||
GILTI | |||||
Income Taxes [Line Items] | |||||
Income tax expense (benefit) | 100 | ||||
FDII | |||||
Income Taxes [Line Items] | |||||
Income tax expense (benefit) | (200) | ||||
Federal | |||||
Income Taxes [Line Items] | |||||
Tax Credit Carryforward amount | 1,700 | ||||
State | |||||
Income Taxes [Line Items] | |||||
Tax Credit Carryforward amount | $ 400 |
Income Taxes - Summary of Infor
Income Taxes - Summary of Information on Company's Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
United States | $ 7,519 | $ 370 | $ (12,553) |
Foreign | 46,700 | 42,659 | 32,683 |
Income from continuing operations before income taxes | $ 54,219 | $ 43,029 | $ 20,130 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Income Tax Benefit From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Current: | |||
Federal | $ 861 | $ 809 | |
State | 316 | 249 | $ (73) |
Foreign | 1,751 | 397 | 1,858 |
Total current tax expense | 2,928 | 1,455 | 1,785 |
Deferred: | |||
Federal | (5,379) | (13,251) | (2,213) |
State | (667) | (1,553) | |
Foreign | (546) | (537) | (221) |
Total deferred tax benefit | (6,592) | (15,341) | (2,434) |
Income tax benefit from continuing operations | $ (3,664) | $ (13,886) | $ (649) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax at Federal Statutory Tax Rates to Income Tax Benefit From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Effective rate reconciliation: | |||
U.S. federal tax expense | $ 11,386 | $ 15,060 | $ 7,046 |
State income taxes, net | (329) | (373) | (324) |
Permanent items | 30 | 2,141 | 303 |
Foreign rate differential | (1,679) | (7,498) | (5,907) |
Tax holiday | (7,583) | (7,437) | (5,714) |
Credits | (1,158) | (1,818) | (794) |
Tax contingencies | 168 | 335 | 86 |
Share-based compensation | (1,270) | (5,438) | 185 |
Withholding tax | 727 | 840 | 1,435 |
Impact of re-characterizing intercompany debt to equity | 1,409 | ||
Impact of Tax Cuts and Jobs Act | 199 | (6,188) | |
Other, net | (15) | (248) | 168 |
Valuation allowance | (4,140) | (4,671) | 2,867 |
Income tax benefit from continuing operations | $ (3,664) | $ (13,886) | $ (649) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Deferred tax assets: | ||
Inventory | $ 3,500 | $ 2,825 |
Share-based compensation | 1,295 | 866 |
Accrued payroll | 896 | 1,202 |
Net operating loss carryforwards | 534 | 4,020 |
Transaction costs | 99 | 63 |
Tax credits | 7,258 | 5,851 |
Other assets | 1,747 | 1,956 |
Deferred tax assets | 15,329 | 16,783 |
Valuation allowance | (112) | (4,252) |
Total deferred tax assets | 15,217 | 12,531 |
Deferred tax liabilities: | ||
Intangible assets | (13,789) | (18,283) |
Property, plant and equipment | (3,687) | (3,069) |
Other liabilities | (344) | (743) |
Total deferred tax liabilities | (17,820) | (22,095) |
Net deferred tax liability | $ (2,603) | $ (9,564) |
Income Taxes - Summary of the A
Income Taxes - Summary of the Activity Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Beginning balance | $ 1,910 | $ 576 | $ 558 |
Increase in tax positions for current year | 407 | 458 | 118 |
Increase in tax positions for prior period | 214 | ||
Increase in tax positions due to acquisitions | 710 | ||
Decrease in tax positions for prior period | (61) | (100) | |
Impact of Tax Cuts and Jobs Act | (48) | ||
Ending balance | $ 2,256 | $ 1,910 | $ 576 |
Employee Benefit Programs - Add
Employee Benefit Programs - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of maximum annual contributions per employee | 50.00% | 50.00% | 50.00% |
Percentage of eligible employee receive discretionary matching contribution | 50.00% | 50.00% | 50.00% |
Employee matching contributions | $ 1.5 | $ 0.7 | $ 0.3 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of maximum annual contributions per employee | 4.00% |
Credit Facilities - Schedule of
Credit Facilities - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | $ 204,787 | $ 189,535 |
Less unamortized debt issuance costs | (3,920) | (2,798) |
Total long-term debt, net | 200,867 | 186,737 |
Less current portion | (8,750) | (6,490) |
Total long-term debt, less current portion, net | 192,117 | 180,247 |
Term Loan | ||
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | 170,625 | 179,535 |
Revolving Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | $ 34,162 | $ 10,000 |
Credit Facilities - Maturities
Credit Facilities - Maturities of long Term Debt Consist (Detail) - USD ($) $ in Thousands | Dec. 28, 2018 | Dec. 29, 2017 |
Debt Disclosure [Abstract] | ||
2,019 | $ 8,750 | |
2,020 | 8,750 | |
2,021 | 8,750 | |
2,022 | 8,750 | |
2,023 | 169,787 | |
Total long-term debt | $ 204,787 | $ 189,535 |
Credit Facilities - Additional
Credit Facilities - Additional Information (Details) | Feb. 15, 2018USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2016USD ($) | Dec. 28, 2018USD ($) | Dec. 29, 2017USD ($) | Dec. 30, 2016 | Aug. 11, 2015USD ($) |
Line Of Credit Facility [Line Items] | |||||||
Weighted average interest rate across all credit facilities | 4.36% | 4.30% | 5.04% | ||||
Debt issuance costs | $ 2,600,000 | ||||||
Total principal amount of long-term debt | $ 204,787,000 | $ 189,535,000 | |||||
Credit Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Debt issuance costs | $ 2,100,000 | ||||||
Fixed charge coverage ratio | 1.25% | ||||||
Description of interest rate | The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5%, or iii) the Eurodollar Rate plus 1.00%. The Eurodollar rate is equal to LIBOR. The applicable margin on Base Rate and Eurodollar Rate loans is 0.751.50% and 1.752.50% per annum, respectively, depending on our leverage ratio. | ||||||
Credit Agreement | Federal Funds Effective Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Credit Agreement | Eurodollar Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Frequency of interest payment | Last day of the applicable interest period | ||||||
Credit Agreement | Base Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Frequency of interest payment | Quarterly | ||||||
Credit Agreement | Maximum | |||||||
Line Of Credit Facility [Line Items] | |||||||
Consolidated leverage ratio | 3 | ||||||
Credit Agreement | Maximum | Eurodollar Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Additional basis spread on variable rate | 2.50% | ||||||
Credit Agreement | Maximum | Base Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Additional basis spread on variable rate | 1.50% | ||||||
Credit Agreement | Minimum | Eurodollar Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Additional basis spread on variable rate | 1.75% | ||||||
Credit Agreement | Minimum | Base Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Additional basis spread on variable rate | 0.75% | ||||||
Term Loan | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, face amount | 55,000,000 | ||||||
Total principal amount of long-term debt | $ 170,625,000 | 179,535,000 | |||||
Term Loan | Credit Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, increase amount | $ 20,000,000 | $ 15,000,000 | |||||
Increased term loan facility | 120,000,000 | ||||||
Total principal amount of long-term debt | $ 175,000,000 | ||||||
Credit facility, periodic principal payments | $ 2,200,000 | ||||||
Principal payments maturity date | Feb. 15, 2023 | ||||||
Credit facility, frequency of principal payments | quarterly basis | ||||||
Term Loan | Credit Agreement | Eurodollar Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Interest rate | 4.34% | ||||||
Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, face amount | $ 20,000,000 | ||||||
Total principal amount of long-term debt | $ 34,162,000 | $ 10,000,000 | |||||
Revolving Credit Facility | Credit Agreement | |||||||
Line Of Credit Facility [Line Items] | |||||||
Credit facility, additional borrowing capacity | $ 20,000 | ||||||
Total principal amount of long-term debt | $ 125,000,000 | ||||||
Principal payments maturity date | Feb. 15, 2023 | ||||||
Revolving Credit Facility | Credit Agreement | Eurodollar Rate | |||||||
Line Of Credit Facility [Line Items] | |||||||
Interest rate | 4.54% | ||||||
Revolving Credit Facility | Credit Agreement | Maximum | |||||||
Line Of Credit Facility [Line Items] | |||||||
Percentage of commitment fee on unused portion of revolver | 0.35% | ||||||
Revolving Credit Facility | Credit Agreement | Minimum | |||||||
Line Of Credit Facility [Line Items] | |||||||
Percentage of commitment fee on unused portion of revolver | 0.20% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ in Millions | Aug. 18, 2018 | Dec. 14, 2016 | Aug. 31, 2018 | Dec. 30, 2016 | Feb. 28, 2018 |
Shareholders Equity [Line Items] | |||||
Share repurchase program, authorized amount | $ 50 | ||||
Increase in stock repurchase program authorized amount | $ 50 | $ 50 | |||
Ordinary Shares | |||||
Shareholders Equity [Line Items] | |||||
Conversion of preferred shares to ordinary shares | 17,722,808 | 17,722,808 | |||
Preferred Shares | |||||
Shareholders Equity [Line Items] | |||||
Conversion of preferred shares to ordinary shares | (17,722,808) | (17,722,808) |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 28, 2018 | Sep. 28, 2018 | Jun. 29, 2018 | Mar. 30, 2018 | Dec. 28, 2018 | Aug. 18, 2018 | Feb. 15, 2018 | |
Equity [Abstract] | |||||||
Total Number of Shares Repurchased | 1,657,565 | 1,424,359 | 1,061,855 | 195,750 | 4,339,529 | ||
Total Cost of Repurchase | $ 29,662 | $ 30,348 | $ 24,970 | $ 5,000 | $ 89,980 | ||
Average Price Paid per Share | $ 17.89 | $ 21.31 | $ 23.52 | $ 25.54 | $ 20.73 | ||
Amount Available Under Repurchase Program | $ 10,021 | $ 39,683 | $ 20,030 | $ 45,000 | $ 10,021 | $ 70,030 | $ 50,000 |
Shareholders' Equity - Summar_2
Shareholders' Equity - Summary of Share Repurchases (Parenthetical) (Details) - USD ($) $ in Millions | Aug. 18, 2018 | Aug. 31, 2018 |
Equity [Abstract] | ||
Increase in stock repurchase program authorized amount | $ 50 | $ 50 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Ajax Foresight Global Manufacturing Sdn. Bhd. (AFGM) | |||
Related Party Transaction [Line Items] | |||
Total purchases | $ 0.2 | $ 0.7 | |
Francisco Partners Management, L.P. | |||
Related Party Transaction [Line Items] | |||
Annual advisory fees per year | $ 1.5 | ||
Francisco Partners Consulting, LLC | |||
Related Party Transaction [Line Items] | |||
Refund of previously paid consulting fees | $ (0.3) | ||
Payment made for consulting services | 0.5 | ||
Precision Flow Inc | |||
Related Party Transaction [Line Items] | |||
Rent expense | 1 | ||
Ceres | |||
Related Party Transaction [Line Items] | |||
Total purchases | 0.1 | ||
Outstanding sales | $ 0.2 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | Jan. 18, 2018 | Oct. 25, 2013 | May 31, 2017 | Mar. 31, 2012 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation | $ 7,577,000 | $ 2,230,000 | $ 3,216,000 | ||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 9,700,000 | ||||||
Weighted average remaining service period | 2 years 10 months 24 days | ||||||
Share-based compensation expense | $ 7,300,000 | 2,200,000 | $ 3,200,000 | ||||
Accounting Standards Update 2016-09 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation | $ 2,900,000 | ||||||
Employee Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of stock options vested | 88,445 | ||||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of restricted shares vested | 39,175 | ||||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 3,600,000 | ||||||
Weighted average remaining service period | 2 years 9 months 18 days | ||||||
The 2016 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Ordinary shares reserved for issuance | 1,888,000 | ||||||
Percentage of outstanding ordinary shares | 2.00% | ||||||
Share-based compensation arrangement by share-based payment award, expiration period | 7 years | ||||||
Awards vesting percentage | 25.00% | ||||||
Award vesting description | Vesting generally occurs 25% on the first anniversary of the date of grant, and quarterly thereafter over the remaining 3 years. | ||||||
Awards vesting period | 3 years | ||||||
The 2012 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, expiration period | 7 years | ||||||
Awards vesting percentage | 25.00% | ||||||
Award vesting description | Vesting generally occurs 25% on the first anniversary of the date of grant, and quarterly thereafter over the remaining 3 years. | ||||||
Awards vesting period | 3 years | ||||||
Authorized issuance of stock options or restricted shares | 21,000,000 | ||||||
Excess authorized issuance of stock options or restricted shares | 4,000,000 | ||||||
Issuances of equity based awards | 0 | ||||||
2017 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 0 | ||||||
Share-based compensation expense | $ 300,000 | $ 100,000 | |||||
Purchase price equal to percentage of fair market value of ordinary shares | 85.00% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) - Stock Options | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Weighted average expected term | 5 years | 5 years | 5 years |
Risk-free interest rate | 2.60% | 1.90% | 1.30% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 52.60% | 47.70% | 50.00% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Stock Option Activity (Details) - Stock Options $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 28, 2018USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 12.87 |
Weighted average exercise price per share, Granted | $ / shares | 24.64 |
Weighted average exercise price per share, Exercised | $ / shares | 9.88 |
Weighted average exercise price per share, Forfeited | $ / shares | 20.13 |
Weighted average exercise price per share, Expired | $ / shares | 0 |
Weighted average exercise price per share, Outstanding, Ending Balance | $ / shares | 18.57 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 12.05 |
Weighted average remaining contractual term, Outstanding | 4 years 8 months 12 days |
Weighted average remaining contractual term, Exercisable | 2 years 8 months 12 days |
Aggregate intrinsic value, Outstanding | $ | $ 3,572 |
Aggregate intrinsic value, Exercisable | $ | $ 3,186 |
Time Vesting | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Stock Options, Outstanding, Beginning Balance | 1,452,825 |
Number of Stock Options, Granted | 773,100 |
Number of Stock Options, Exercised | (423,162) |
Number of Stock Options, Forfeited | (96,322) |
Number of Stock Options, Expired | 0 |
Number of Stock Options, Outstanding, Ending Balance | 1,706,441 |
Number of Stock Options, Exercisable | 594,335 |
Performance Vesting | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Stock Options, Outstanding, Beginning Balance | 215,908 |
Number of Stock Options, Exercised | (150,000) |
Number of Stock Options, Expired | 0 |
Number of Stock Options, Outstanding, Ending Balance | 65,908 |
Number of Stock Options, Exercisable | 65,908 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Fair Value Information for Options Granted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract] | |||
Weighted average grant-date fair value of options granted | $ 11.81 | $ 8.52 | $ 4.18 |
Total intrinsic value of options exercised | $ 8,744 | $ 16,423 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Restricted Share Activity (Details) | 12 Months Ended |
Dec. 28, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average grant date fair value, Unvested, Beginning Balance | $ / shares | $ 17.53 |
Weighted average grant date fair value, Granted | $ / shares | 23.89 |
Weighted average grant date fair value, Vested | $ / shares | 15.12 |
Weighted average grant date fair value, Forfeited | $ / shares | 0 |
Weighted average grant date fair value, Unvested, Ending Balance | $ / shares | $ 22.64 |
Time Vesting Restricted Shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Shares, Unvested, Beginning Balance | shares | 153,281 |
Number of Restricted Shares, Granted | shares | 122,698 |
Number of Restricted Shares, Vested | shares | (83,679) |
Number of Restricted Shares, Forfeited | shares | 0 |
Number of Restricted Shares, Unvested, Ending Balance | shares | 192,300 |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Fair Value Information for Restricted Share Granted and Vested (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant-date fair value of shares granted | $ 23.89 | ||
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant-date fair value of shares granted | $ 23.89 | $ 19.63 | $ 9.42 |
Total fair value of shares vested | $ 2,041 | $ 634 | $ 1,484 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Weighted Average Assumption used to Measure Fair Value (Details) - Stock Options | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Weighted average expected term | 5 years | 5 years | 5 years |
Risk-free interest rate | 2.60% | 1.90% | 1.30% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 52.60% | 47.70% | 50.00% |
2017 Employee Stock Purchase Plan | |||
Weighted average expected term | 6 months | 4 months 24 days | |
Risk-free interest rate | 1.90% | 1.10% | |
Dividend yield | 0.00% | 0.00% | |
Volatility | 52.70% | 47.80% |
Segment Information - Additiona
Segment Information - Additional Information (Details) - Segment | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Segment Reporting Information [Line Items] | |||
Number of operating segment | 1 | ||
Two Major Customer | Sales Revenue, Net | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales from continuing operations from two customers | 88.00% | 93.00% | 97.00% |
Segment Information - Schedule
Segment Information - Schedule of Sales By Geographic Area (Including Sales from Discontinued Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Segment Reporting Information [Line Items] | |||
Total net sales | $ 823,611 | $ 655,892 | $ 432,323 |
United States of America | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 502,750 | 386,645 | 243,237 |
Singapore | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 224,230 | 223,277 | 163,515 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 60,688 | 27,555 | 16,353 |
Other | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 35,943 | $ 18,415 | $ 9,218 |
Segment Information - Sales fro
Segment Information - Sales from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 823,611 | $ 655,892 | $ 405,747 |
Lam Research | |||
Segment Reporting Information [Line Items] | |||
Net sales | 458,705 | 350,372 | 207,230 |
Applied Materials | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 262,146 | $ 259,234 | $ 185,465 |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted Net Income (Loss) Per Share Attributable to Ordinary Shareholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Earnings Per Share Basic And Diluted [Line Items] | |||
Net income from continuing operations | $ 57,883 | $ 56,915 | $ 20,779 |
Undistributed earnings attributed to preferred shareholders | (19,060) | ||
Net income from continuing operations, attributable to ordinary shareholders | 57,883 | 56,915 | 1,719 |
Net loss from discontinued operations | (461) | (4,117) | |
Net loss from discontinued operations, attributable to ordinary shareholders | (461) | (4,117) | |
Net income | 57,883 | 56,454 | 16,662 |
Undistributed earnings attributed to preferred shareholders | (15,284) | ||
Net income attributable to ordinary shareholders | $ 57,883 | $ 56,454 | $ 1,378 |
Weighted average ordinary shares outstanding | 24,706,542 | 25,118,031 | 1,503,296 |
Weighted average number of shares used in diluted per share calculation for net income and net income from continuing operations | 25,128,055 | 26,218,424 | 1,967,926 |
Net income from continuing operations: | |||
Basic | $ 2.34 | $ 2.27 | $ 1.14 |
Diluted | 2.30 | 2.17 | 0.87 |
Net loss from discontinued operations: | |||
Basic | (0.02) | (2.74) | |
Diluted | (0.02) | (2.74) | |
Net income: | |||
Basic | 2.34 | 2.25 | 0.92 |
Diluted | $ 2.30 | $ 2.15 | $ 0.70 |
Continuing Operations | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Weighted average ordinary shares outstanding | 24,706,542 | 25,118,031 | 1,503,296 |
Weighted average number of shares used in diluted per share calculation for net income and net income from continuing operations | 25,128,055 | 26,218,424 | 1,967,926 |
Continuing Operations | Employee Stock Option | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 398,590 | 1,030,793 | 306,871 |
Continuing Operations | Restricted Stock | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 20,530 | 68,184 | 157,759 |
Continuing Operations | 2017 Employee Stock Purchase Plan | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 2,393 | 1,416 | |
Discontinued Operations | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Weighted average ordinary shares outstanding | 24,706,542 | 25,118,031 | 1,503,296 |
Weighted average number of shares used in diluted per share calculation for net income and net income from continuing operations | 24,706,542 | 25,118,031 | 1,503,296 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
Earnings Per Share [Abstract] | |||
Potential ordinary shares excluded from computation of diluted net income (loss) per share attributable to ordinary shareholders | 516,070 | 72,321 | 165,275 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 28, 2018 | Dec. 29, 2017 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Lease abandonment | $ 600 | ||
Inventory charges | $ 2,000 | ||
Kingston, New York Facility | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Accruede for remaining costs of lease | $ 255 | ||
Lease expiration period | 2018-02 | ||
Accrued Liabilities [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Accruede for remaining costs of lease | $ 300 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Carrying Amounts of Major Classes of Assets and Liabilities (Details) $ in Thousands | Dec. 29, 2017USD ($) |
Current assets: | |
Total current assets | $ 3 |
Current liabilities: | |
Total current liabilities | 400 |
Kingston, New York Facility | |
Current assets: | |
Prepaid expenses and other current assets | 3 |
Total current assets | 3 |
Total assets | 3 |
Current liabilities: | |
Accounts payable | 136 |
Accrued liabilities | 255 |
Other current liabilities | 9 |
Total current liabilities | 400 |
Total liabilities | $ 400 |
Discontinued Operations - Sch_2
Discontinued Operations - Schedule of Results of Discontinued Operation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 29, 2017 | Dec. 30, 2016 | |
Operating expenses: | ||
Loss from discontinued operations before income taxes | $ (722) | $ (4,077) |
Income tax expense (benefit) | (261) | 40 |
Net loss from discontinued operations | (461) | (4,117) |
Kingston, New York Facility | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Net sales | 26,576 | |
Cost of sales | 28,077 | |
Operating expenses: | ||
Research and development | 262 | |
Selling, general, and administrative | 722 | 2,315 |
Total operating expenses | 722 | 2,577 |
Operating loss | (722) | (4,078) |
Other income, net | (1) | |
Loss from discontinued operations before income taxes | (722) | (4,077) |
Income tax expense (benefit) | (261) | 40 |
Net loss from discontinued operations | $ (461) | $ (4,117) |
Subsequent Events (unaudited) -
Subsequent Events (unaudited) - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2019 | Dec. 28, 2018 | Sep. 28, 2018 | Jun. 29, 2018 | Mar. 30, 2018 | Dec. 28, 2018 | |
Subsequent Event [Line Items] | ||||||
Number of shares repurchased during period | 1,657,565 | 1,424,359 | 1,061,855 | 195,750 | 4,339,529 | |
Total cost of repurchased shares | $ 29,662 | $ 30,348 | $ 24,970 | $ 5,000 | $ 89,980 | |
Average price of repurchased shares | $ 17.89 | $ 21.31 | $ 23.52 | $ 25.54 | $ 20.73 | |
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares repurchased during period | 97,910 | |||||
Total cost of repurchased shares | $ 1,600 | |||||
Average price of repurchased shares | $ 16.34 |