Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 27, 2019 | Mar. 04, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 27, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ICHR | ||
Entity Registrant Name | ICHOR HOLDINGS, LTD. | ||
Entity Central Index Key | 0001652535 | ||
Current Fiscal Year End Date | --12-27 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-37961 | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | true | ||
Entity Ordinary Shares Outstanding | 22,805,443 | ||
Entity Public Float | $ 526,288,000 | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 | ||
Trading Symbol | ICHR | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 3185 Laurelview Ct. | ||
Entity Address, City or Town | Fremont | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94538 | ||
City Area Code | 510 | ||
Local Phone Number | 897-5200 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | The information required by Part III of Form 10‑K is incorporated herein by reference to the registrant’s definitive Proxy Statement relating to its 2020 General Meeting, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 28, 2018 |
Current assets: | ||
Cash | $ 60,612 | $ 43,834 |
Accounts receivable, net | 84,849 | 40,287 |
Inventories, net | 127,037 | 121,106 |
Prepaid expenses and other current assets | 4,449 | 6,348 |
Total current assets | 276,947 | 211,575 |
Property and equipment, net | 44,541 | 41,740 |
Operating lease right-of-use assets | 14,198 | |
Other noncurrent assets | 1,094 | 906 |
Deferred tax assets, net | 4,738 | 1,363 |
Intangible assets, net | 52,027 | 56,895 |
Goodwill | 173,010 | 173,010 |
Total assets | 566,555 | 485,489 |
Current liabilities: | ||
Accounts payable | 131,578 | 64,300 |
Accrued liabilities | 12,814 | 9,556 |
Other current liabilities | 5,233 | 5,148 |
Current portion of long-term debt | 8,750 | 8,750 |
Current portion of lease liabilities | 5,492 | |
Total current liabilities | 163,867 | 87,754 |
Long-term debt, less current portion, net | 169,304 | 192,117 |
Lease liabilities, less current portion | 9,081 | |
Deferred tax liabilities | 210 | 3,966 |
Other non-current liabilities | 2,677 | 3,326 |
Total liabilities | 345,139 | 287,163 |
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; 22,618,708 and 22,234,508 shares outstanding, respectively; 27,056,147 and 26,574,037 shares issued, respectively) | 2 | 2 |
Additional paid in capital | 242,318 | 228,358 |
Treasury shares at cost (4,437,439 and 4,339,529 shares, respectively) | (91,578) | (89,979) |
Retained earnings | 70,674 | 59,945 |
Total shareholders’ equity | 221,416 | 198,326 |
Total liabilities and shareholders’ equity | $ 566,555 | $ 485,489 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 27, 2019 | Dec. 28, 2018 |
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 | 27,056,147 | 26,574,037 |
Ordinary shares, outstanding | 22,618,708 | 22,234,508 |
Treasury shares | 4,437,439 | 4,339,529 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Net sales | $ 620,837 | $ 823,611 | $ 655,892 |
Cost of sales | 534,473 | 687,474 | 555,131 |
Gross profit | 86,364 | 136,137 | 100,761 |
Operating expenses: | |||
Research and development | 11,102 | 9,355 | 7,899 |
Selling, general, and administrative | 47,270 | 47,448 | 37,802 |
Amortization of intangible assets | 13,015 | 15,369 | 8,880 |
Total operating expenses | 71,387 | 72,172 | 54,581 |
Operating income | 14,977 | 63,965 | 46,180 |
Interest expense | 10,647 | 9,987 | 3,277 |
Other expense (income), net | (55) | 241 | 126 |
Income before income taxes | 4,275 | 54,219 | 43,029 |
Income tax benefit | (6,454) | (3,664) | (13,886) |
Net income from continuing operations | 10,729 | 57,883 | 56,915 |
Discontinued operations: | |||
Loss from discontinued operations before taxes | (722) | ||
Income tax benefit from discontinued operations | (261) | ||
Net loss from discontinued operations | (461) | ||
Net income | $ 10,729 | $ 57,883 | $ 56,454 |
Net income per share from continuing operations: Basic | $ 0.48 | $ 2.34 | $ 2.27 |
Net income per share from continuing operations: Diluted | 0.47 | 2.30 | 2.17 |
Net income per share: Basic | 0.48 | 2.34 | 2.25 |
Net income per share: Diluted | $ 0.47 | $ 2.30 | $ 2.15 |
Continuing Operations | |||
Shares used to compute net income from continuing operations and net income per share: | |||
Shares used to compute net income from continuing operations and net income per share: Basic | 22,418,802 | 24,706,542 | 25,118,031 |
Shares used to compute net income from continuing operations and net income per share: Diluted | 22,766,903 | 25,128,055 | 26,218,424 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Treasury Shares | Retained Earnings (Accumulated Deficit) |
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 | |||
Ordinary shares issued from exercise of stock options | 5,042 | 5,042 | |||
Ordinary shares issued from exercise of stock options, shares | 353,027 | ||||
Ordinary shares issued from vesting of restricted share units | (290) | (290) | |||
Ordinary shares issued from vesting of restricted share units, shares | 81,438 | ||||
Ordinary shares issued from employee share purchase plan | 671 | 671 | |||
Ordinary shares issued from employee share purchase plan, shares | 47,645 | ||||
Repurchase of ordinary shares | $ (1,599) | $ (1,599) | |||
Repurchase of ordinary shares, shares | (97,910) | (97,910) | 97,910 | ||
Share-based compensation expense | $ 8,537 | 8,537 | |||
Net income | 10,729 | 10,729 | |||
Balance at Dec. 27, 2019 | $ 221,416 | $ 2 | $ 242,318 | $ (91,578) | $ 70,674 |
Balance, Shares at Dec. 27, 2019 | 22,618,708 | 4,437,439 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Cash flows from operating activities: | |||
Net income | $ 10,729 | $ 57,883 | $ 56,454 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 21,869 | 23,064 | 12,509 |
Gain on sale of investments and settlement of note receivable | (241) | ||
Share-based compensation | 8,537 | 7,577 | 2,230 |
Deferred income taxes | (7,131) | (6,687) | (15,347) |
Amortization of debt issuance costs | 937 | 970 | 608 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | (44,562) | 10,425 | (1,059) |
Inventories, net | (5,931) | 35,126 | (43,425) |
Prepaid expenses and other assets | 6,067 | (685) | 3,386 |
Accounts payable | 67,966 | (62,173) | 22,612 |
Accrued liabilities | 3,214 | (3,518) | 848 |
Other liabilities | (4,545) | (1,507) | 228 |
Net cash provided by operating activities | 57,150 | 60,475 | 38,803 |
Cash flows from investing activities: | |||
Capital expenditures | (12,343) | (13,920) | (8,226) |
Cash paid for acquisitions, net of cash acquired | (1,443) | (180,955) | |
Cash paid for intangible assets | (8,147) | ||
Proceeds from sale of investments and settlement note receivable | 2,430 | ||
Net cash used in investing activities | (20,490) | (15,363) | (186,751) |
Cash flows from financing activities: | |||
Issuance of ordinary shares, net of fees | 7,278 | ||
Issuance of ordinary shares under share-based compensation plans | 5,757 | 6,329 | 9,141 |
Employees' taxes paid upon vesting of restricted share units | (290) | (91) | |
Repurchase of ordinary shares | (1,599) | (89,980) | |
Debt issuance and modification costs | (2,092) | (1,520) | |
Borrowings on revolving credit facility | 13,000 | 44,162 | 10,000 |
Repayments on revolving credit facility | (28,000) | (20,000) | |
Proceeds from term loan | 140,000 | ||
Repayments on term loan | (8,750) | (8,910) | (295) |
Net cash provided by (used in) financing activities | (19,882) | (70,582) | 164,604 |
Net increase (decrease) in cash | 16,778 | (25,470) | 16,656 |
Cash at beginning of period | 43,834 | 69,304 | 52,648 |
Cash at end of period | 60,612 | 43,834 | 69,304 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for interest | 8,424 | 8,273 | 3,436 |
Cash paid during the period for taxes, net of refunds | 896 | 2,278 | 1,068 |
Supplemental disclosures of non-cash activities: | |||
Capital expenditures included in accounts payable | 774 | $ 1,462 | $ 723 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 817 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 27, 2019 | |
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 14 – Discontinued Operations Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to consolidated financial statements are in thousands, except per share amounts. 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 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 27, 2019, December 28, 2018 and December 29, 2017 were all 52 weeks. All references to 2019, 2018, and 2017 are references to the fiscal years then ended. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP 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 sales. 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 Commitments and Contingencies 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. Concentration of Credit Risk Financial instruments that subject us to credit risk consist of accounts receivable, accounts payable, and long-term debt. At December 27, 2019 and December 28, 2018, two customers represented, in the aggregate, approximately 66% and 40%, 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 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 Charges to costs and expenses — Write-offs and recoveries (45 ) Balance at December 27, 2019 $ 295 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 $34.4 million and $25.5 million at December 27, 2019 and December 28, 2018, respectively, and at times exceeds insured amounts. No losses have been incurred at December 27, 2019 or December 28, 2018 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 2019. We estimate the recorded value of our financial assets and liabilities approximates fair value at December 27, 2019 and December 28, 2018. 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 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 property & equipment Machinery 5-10 years Leasehold improvements 10 years 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 material value to 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. Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. 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 27, 2019 and December 28, 2018, 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 intangible assets 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 27, 2019 and December 28, 2018. 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. Share-Based Payments We use the Black-Scholes option-pricing model to value 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 and stock option exercises. 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 expense (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 $291.3 million, $379.1 million, and $346.0 million, during 2019, 2018, and 2017, respectively. Assets of foreign operations totaled $203.8 million and $157.0 million at December 27, 2019 and December 28, 2018, 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 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 adopted and applied the lease standard as of December 29, 2018, the first day of fiscal year 2019, using this optional transition method. The new standard provides a number of practical expedients in transition. We elected the package of practical expedients, which permits us not to reassess our prior conclusions about lease identification, lease classification, and initial direct costs. We elected to not recognize short-term leases, those with an initial term of 12 months or less, on our consolidated balance sheets. The new standard had material effects on our consolidated financial statements. The most significant effects relate to the recognition of 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, we recorded operating lease liabilities of $18.1 million, with an offsetting increase to operating lease ROU assets of $17.7 million in exchange for the liabilities assumed. We did not recognize a cumulative-effect adjustment to the opening balance of retained earnings, as there was no adjustment to be made as a result of our adoption and application of the standard. The standard did not have a significant impact on our consolidated statements of operations or cash flows. 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. We adopted ASU 2018‑07 on December 29, 2018, the first day of fiscal year 2019, which did not have a significant impact on our consolidated financial statements. Accounting Pronouncements Recently Issued In June 2016, the FASB issued ASU 2016‑13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016‑13 is effective for fiscal years beginning after December 15, 2019, using a modified retrospective adoption method. We will adopt this standard in the first quarter of 2020, and the adoption will not have a material impact on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 27, 2019 | |
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 would become 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 the final allocation as of 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 Final 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 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. 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 11, 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 was 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. |
Inventories
Inventories | 12 Months Ended |
Dec. 27, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories Inventories consist of the following: December 27, 2019 December 28, 2018 Raw materials $ 85,329 $ 90,713 Work in process 31,825 20,852 Finished goods 17,700 17,233 Excess and obsolete adjustment (7,817 ) (7,692 ) Total inventories, net $ 127,037 $ 121,106 The following table presents changes to our excess and obsolete adjustment: Excess and obsolete adjustment 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 ) Charge to cost of sales (1,086 ) Disposition of inventory 961 Balance at December 27, 2019 $ (7,817 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 27, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consist of the following: December 27, 2019 December 28, 2018 Machinery $ 33,684 $ 29,885 Leasehold improvements 27,835 15,333 Computer software, hardware, and equipment 5,796 4,884 Office furniture, fixtures and equipment 1,040 1,058 Vehicles 26 26 Construction-in-process 3,760 9,514 72,141 60,700 Less accumulated depreciation (27,600 ) (18,960 ) Total property and equipment, net $ 44,541 $ 41,740 Depreciation expense for 2019, 2018, and 2017 was $8.9 million, $7.7 million, and $3.6 million, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 27, 2019 | |
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 27, 2019 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ (7,750 ) $ — $ 1,940 10.0 years Customer relationships 82,986 (42,621 ) — 40,365 7.8 years Developed technology 11,047 (1,325 ) — 9,722 10.0 years Total intangible assets $ 103,723 $ (51,696 ) $ — $ 52,027 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 During the second quarter of 2019, we acquired a developed technology asset for $8.1 million, which has a useful life of 10 years. Future projected annual amortization expense consists of the following: Future amortization expense 2020 $ 13,394 2021 13,394 2022 9,578 2023 8,360 2024 1,917 Thereafter 5,384 $ 52,027 The following tables present the changes to goodwill: Goodwill Balance at December 30, 2016 $ 77,093 Acquisitions 92,306 Balance at December 29, 2017 169,399 Acquisitions 3,611 Balance at December 28, 2018 173,010 Acquisitions — Balance at December 27, 2019 $ 173,010 |
Leases
Leases | 12 Months Ended |
Dec. 27, 2019 | |
Leases [Abstract] | |
Leases | Note 6 – Leases We lease facilities under various non-cancellable operating leases expiring through 2024. In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities. As of December 27, 2019, we had no operating leases executed for which the rental period had not yet commenced. The components of lease expense are as follows: Year Ended December 27, 2019 Operating lease cost $ 5,420 Supplemental information related to leases is as follows: Year Ended December 27, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,220 Weighted-average remaining lease term of operating leases 3.1 years Weighted-average discount rate of operating leases 4.5% Future minimum lease payments under non-cancellable leases as of December 27, 2019 are as follows 2020 $ 5,492 2021 4,892 2022 4,108 2023 1,109 2024 122 Total future minimum lease payments 15,723 Less imputed interest (1,150 ) Total lease liabilities $ 14,573 Future minimum lease payments under non-cancellable leases as of December 28, 2018, as reported under previous guidance, are as follows: 2019 $ 4,910 2020 4,873 2021 4,356 2022 3,820 2023 1,103 Thereafter 120 Total future minimum lease payments $ 19,182 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 27, 2019 | |
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, 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 2019, we recognized income tax expense of zero, 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 2019, we recognized income tax benefit of zero 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. During the fourth quarter of 2019, the IRS issued proposed regulations that may limit our utilization of foreign tax credit carryforwards. Therefore, if the proposed regulations are finalized without changes, we believe a valuation allowance may be necessary to reduce approximately $1.7 million of our deferred tax assets related to foreign tax credit carryforwards. Income from continuing operations before tax was as follows: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 United States $ (20,993 ) $ 7,519 $ 370 Foreign 25,268 46,700 42,659 Income from continuing operations before tax $ 4,275 $ 54,219 $ 43,029 Significant components of income tax benefit from continuing operations consist of the following: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Current: Federal $ (812 ) $ 861 $ 809 State 649 316 249 Foreign 868 1,751 397 Total current tax expense 705 2,928 1,455 Deferred: Federal (5,315 ) (5,379 ) (13,251 ) State (1,218 ) (667 ) (1,553 ) Foreign (626 ) (546 ) (537 ) Total deferred tax benefit (7,159 ) (6,592 ) (15,341 ) Income tax benefit from continuing operations $ (6,454 ) $ (3,664 ) $ (13,886 ) 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 27, 2019 December 28, 2018 December 29, 2017 Effective rate reconciliation: U.S. federal tax expense $ 898 $ 11,386 $ 15,060 State income taxes, net (523 ) (329 ) (373 ) Permanent items (75 ) 30 2,141 Foreign rate differential (1,051 ) (1,679 ) (7,498 ) Tax holiday (4,582 ) (7,583 ) (7,437 ) Credits (918 ) (1,158 ) (1,818 ) Tax contingencies (830 ) 168 335 Share-based compensation (285 ) (1,270 ) (5,438 ) Withholding tax 554 727 840 Impact of re-characterizing intercompany debt to equity — — 1,409 Impact of Tax Cuts and Jobs Act — 199 (6,188 ) Other, net 201 (15 ) (248 ) Valuation allowance 157 (4,140 ) (4,671 ) Income tax benefit from continuing operations $ (6,454 ) $ (3,664 ) $ (13,886 ) Deferred income tax assets and liabilities from continuing operations consist of the following as of: December 27, 2019 December 28, 2018 Deferred tax assets: Inventory $ 3,620 $ 3,500 Share-based compensation 2,176 1,295 Accrued payroll 906 896 Net operating loss carryforwards 938 534 Interest carryforwards 1,382 Transaction costs 144 99 Tax credits 7,318 7,258 Other assets 1,770 1,747 Deferred tax assets 18,254 15,329 Valuation allowance (270 ) (112 ) Total deferred tax assets 17,984 15,217 Deferred tax liabilities: Intangible assets (10,627 ) (13,789 ) Property, plant and equipment (2,703 ) (3,687 ) Other liabilities (126 ) (344 ) Total deferred tax liabilities (13,456 ) (17,820 ) Net deferred tax asset $ 4,528 $ (2,603 ) At December 27, 2019, we had federal, state, and foreign net operating loss carryforwards of $0.5 million, $9.8 million, and $0.6 million respectively. The federal, state, and foreign net operating loss carryforwards, if not utilized, will begin to expire in 2035, 2032, and 2029, respectively. At December 27, 2019, we had federal and state research and development credits of $1.8 million and $0.1 million, respectively. The federal research and development credits, if not utilized, will begin to expire in 2032, while the state research and development credits will carryforward indefinitely. Additionally, we had foreign tax credits of $2.3 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, we completed the acquisitions of Cal‑Weld and Talon, resulting in a release of valuation allowance against our 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 27, 2019, 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. We were granted a tax holiday for our 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 $4.6 million, $7.6 million, and $7.4 million during 2019, 2018, and 2017, 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 27, 2019, we have recognized $1.9 million of unrecognized tax benefits in long-term liabilities on the accompanying consolidated balance sheet. If recognized, $1.0 million of this amount would impact our effective tax rate. We expect a decrease of $0.3 million 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 our global operations in income tax benefit. During 2019, we recognized a net decrease of approximately $0.2 million in potential interest and penalties associated with uncertain tax positions in the consolidated statements of operations. At December 27, 2019, we had approximately zero 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 our unrecognized tax benefits: Unrecognized tax benefits 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 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 Increase in tax positions for current year 380 Increase in tax positions for prior period 8 Decrease in tax positions for prior period (784 ) Balance at December 27, 2019 $ 1,860 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 2016, to state examinations before 2015, or to foreign examinations before 2014. 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. 27, 2019 | |
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 2019, 2018, and 2017, matching contributions were $1.5 million, $1.5 million, and $0.7 million, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 27, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9 – Long-Term Debt Long-term debt consists of the following: December 27, 2019 December 28, 2018 Term loan $ 161,875 $ 170,625 Revolving credit facility 19,162 34,162 Total principal amount of long-term debt 181,037 204,787 Less unamortized debt issuance costs (2,983 ) (3,920 ) Total long-term debt, net 178,054 200,867 Less current portion (8,750 ) (8,750 ) Total long-term debt, less current portion, net $ 169,304 $ 192,117 Maturities of long-term debt consist of the following: Future maturities of long-term debt 2020 $ 8,750 2021 8,750 2022 8,750 2023 154,787 Total $ 181,037 The weighted average interest rate across all credit facilities was 4.78%, 4.36%, and 4.30% during 2019, 2018, and 2017, 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-United Patterns & Molds, Inc. (“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 and a $125.0 million revolving credit facility. The amendment reduced our borrowing 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 revolving credit facility. 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 27, 2019, the term loan and revolver bore interest at the Eurodollar rate option of 4.60% and 4.46%, respectively. Term loan payments of $2.2 million are due on a quarterly basis. The term loan and revolving credit facility mature on February 15, 2023. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 27, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Note 10 – Shareholders’ Equity 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 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 Quarter ended March 29, 2019 97,910 1,599 $ 16.33 $ 8,421 Quarter ended June 28, 2019 — — $ — $ 8,421 Quarter ended September 27, 2019 — — $ — $ 8,421 Quarter ended December 27, 2019 — — $ — $ 8,421 Year ended December 27, 2019 97,910 $ 1,599 $ 16.33 $ 8,421 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 27, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 11 – Share-Based Compensation 2016 Plan In December 2016, we adopted the 2016 Omnibus Incentive Plan (“the 2016 Plan”). The 2016 Plan provides for grants of share‑based awards to employees, directors, and consultants Awards may be in the form of stock options (“options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards Options granted under the 2016 Plan generally have a term of 7 years. Vesting of options and RSUs generally occurs 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. Upon vesting of RSUs, 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 could grant either restricted shares, RSUs, or options to employees, directors, and consultants. Options granted under the 2012 Plan generally had a term of 7 years. Vesting of options and RSUs generally occurred 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. Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $8.5 million, $7.6 million, and $2.2 million during 2019, 2018, and 2017, respectively. On November 12, 2019, in connection with the transition of our former Chief Executive Officer to Executive Chairman, the Compensation Committee of the Board of Directors modified all outstanding equity awards such that the next 18 months of vesting events would be pulled forward and become immediately vested on January 6, 2020. Consequently, 98,825 options and 60,721 RSUs will vest on January 6, 2020. This was accounted for as a probable-to-probable modification under ASC Topic 718, resulting in approximately $1.4 million in share-based compensation expense pulled forward into 2019. 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 options and 39,175 RSUs vested on January 18, 2018. This was accounted for as an improbable-to-probable modification under ASC Topic 718, resulting in $2.9 million in share-based compensation expense recognized in 2018. Stock Options The table below sets forth the weighted average assumptions used to measure the fair value of options granted: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Weighted average expected term 5 years 5 years 5 years Risk-free interest rate 2.1% 2.6% 1.9% Dividend yield 0.0% 0.0% 0.0% Volatility 55.3% 52.6% 47.7% The following table summarizes 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 28, 2018 1,706,441 65,908 $ 18.57 Granted 532,705 — $ 23.00 Exercised (353,027 ) — $ 14.28 Forfeited or expired (197,181 ) — $ 20.43 Outstanding, December 27, 2019 1,688,938 65,908 $ 20.57 4.7 years $ 23,302 Exercisable, December 27, 2019 653,422 65,908 $ 17.16 3.3 years $ 12,004 Fair value information for options granted and the intrinsic value of options exercised are as follows: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Weighted average grant-date fair value of options granted $ 11.33 $ 11.81 $ 8.52 Total intrinsic value of options exercised $ 3,619 $ 8,744 $ 16,423 At December 27, 2019, total unrecognized share-based compensation expense relating to options was $9.7 million, with a weighted average remaining service period of 2.7 years. Restricted Share Units The following table summarizes RSU activity: Number of Restricted Share Units Time vesting Performance vesting Weighted average grant date fair value per share Unvested, December 28, 2018 192,300 — $ 22.64 Granted 297,637 17,730 $ 23.25 Vested (93,892 ) — $ 22.76 Forfeited (6,875 ) — $ 25.41 Unvested, December 27, 2019 389,170 17,730 $ 23.03 Fair value information for RSUs granted and vested is as follows: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Weighted average grant-date fair value of shares granted $ 23.25 $ 23.89 $ 19.63 Total fair value of shares vested $ 2,217 $ 2,041 $ 634 At December 27, 2019, total unrecognized share-based compensation expense relating to RSUs was $7.3 million, with a weighted average remaining service period of 2.8 years. 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 27, 2019 December 28, 2018 December 29, 2017 Weighted average expected term 0.5 years 0.5 years 0.4 years Risk-free interest rate 2.3% 1.9% 1.1% Dividend yield 0.0% 0.0% 0.0% Volatility 56.0% 52.7% 47.8% We recognize share-based compensation expense associated with the 2017 ESPP over the duration of the purchase period. We recognized$0.3 million, $0.3 million, and $0.1 million of share-based compensation expense associated with the 2017 ESPP during 2019, 2018, and 2017, respectively. At December 27, 2019, there was no unrecognized share-based compensation expense. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 27, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12 – 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: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 United States of America $ 329,037 $ 502,750 $ 386,645 Singapore 198,657 224,230 223,277 Europe 56,090 60,688 27,555 Other 37,053 35,943 18,415 Total net sales $ 620,837 $ 823,611 $ 655,892 The following table sets forth our two major customers, which comprised 85%, 88%, and 93% of net sales from continuing operations in 2018, 2017, and 2016, respectively: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Lam Research $ 319,144 $ 458,705 $ 350,372 Applied Materials $ 207,391 $ 262,146 $ 259,234 Foreign long-lived assets, exclusive of deferred tax assets, were $30.3 million and $25.0 million at December 27, 2019 and December 28, 2018, respectively. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 27, 2019 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 13 – Earnings per Share The following table sets forth the computation of our basic and diluted net income (loss) per share and a reconciliation of the numerator and denominator used in the calculation: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Numerator: Net income from continuing operations $ 10,729 $ 57,883 $ 56,915 Net loss from discontinued operations $ — $ — $ (461 ) Net income $ 10,729 $ 57,883 $ 56,454 Denominator: Basic weighted average ordinary shares outstanding 22,418,802 24,706,542 25,118,031 Dilutive effect of Options 259,337 398,590 1,030,793 Dilutive effect of RSUs 85,603 20,530 68,184 Dilutive effect of ESPP 3,161 2,393 1,416 Diluted weighted average ordinary shares outstanding 22,766,903 25,128,055 26,218,424 Weighted average number of shares used in basic and diluted per share calculation for net loss from discontinued operations 22,418,802 24,706,542 25,118,031 Earnings per share: Net income from continuing operations: Basic $ 0.48 $ 2.34 $ 2.27 Diluted $ 0.47 $ 2.30 $ 2.17 Net loss from discontinued operations: Basic $ — $ — $ (0.02 ) Diluted $ — $ — $ (0.02 ) Net income: Basic $ 0.48 $ 2.34 $ 2.25 Diluted $ 0.47 $ 2.30 $ 2.15 An combined total of 1,587,555, 1,319,511, and 389,058 potentially dilutive options and RSUs were excluded from the calculation of net income per share for 2019, 2018, and 2017, respectively, because including them would have been antidilutive under the treasury stock method. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 27, 2019 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | Note 14 – 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 and 2019. The results of the discontinued operation were as follows: Year Ended December 29, 2017 Selling, general, and administrative $ 722 Operating loss (722 ) Loss from discontinued operations before income taxes (722 ) Income tax benefit (261 ) Loss from discontinued operations $ (461 ) |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 27, 2019 | |
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 14 – Discontinued Operations |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to consolidated financial statements are in thousands, except per share amounts. 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 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 27, 2019, December 28, 2018 and December 29, 2017 were all 52 weeks. All references to 2019, 2018, and 2017 are references to the fiscal years then ended. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP 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 sales. 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 |
Commitments and Contingencies | Commitments and Contingencies 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. |
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 27, 2019 and December 28, 2018, two customers represented, in the aggregate, approximately 66% and 40%, 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 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 Charges to costs and expenses — Write-offs and recoveries (45 ) Balance at December 27, 2019 $ 295 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 $34.4 million and $25.5 million at December 27, 2019 and December 28, 2018, respectively, and at times exceeds insured amounts. No losses have been incurred at December 27, 2019 or December 28, 2018 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 2019. We estimate the recorded value of our financial assets and liabilities approximates fair value at December 27, 2019 and December 28, 2018. 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 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 property & equipment Machinery 5-10 years Leasehold improvements 10 years 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 material value to 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. |
Leases | Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. |
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 27, 2019 and December 28, 2018, 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 intangible assets 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 27, 2019 and December 28, 2018. 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. |
Share-Based Payments | Share-Based Payments We use the Black-Scholes option-pricing model to value 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 and stock option exercises. 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 expense (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 $291.3 million, $379.1 million, and $346.0 million, during 2019, 2018, and 2017, respectively. Assets of foreign operations totaled $203.8 million and $157.0 million at December 27, 2019 and December 28, 2018, 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 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 adopted and applied the lease standard as of December 29, 2018, the first day of fiscal year 2019, using this optional transition method. The new standard provides a number of practical expedients in transition. We elected the package of practical expedients, which permits us not to reassess our prior conclusions about lease identification, lease classification, and initial direct costs. We elected to not recognize short-term leases, those with an initial term of 12 months or less, on our consolidated balance sheets. The new standard had material effects on our consolidated financial statements. The most significant effects relate to the recognition of 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, we recorded operating lease liabilities of $18.1 million, with an offsetting increase to operating lease ROU assets of $17.7 million in exchange for the liabilities assumed. We did not recognize a cumulative-effect adjustment to the opening balance of retained earnings, as there was no adjustment to be made as a result of our adoption and application of the standard. The standard did not have a significant impact on our consolidated statements of operations or cash flows. 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. We adopted ASU 2018‑07 on December 29, 2018, the first day of fiscal year 2019, which did not have a significant impact on our consolidated financial statements. Accounting Pronouncements Recently Issued In June 2016, the FASB issued ASU 2016‑13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. ASU 2016‑13 is effective for fiscal years beginning after December 15, 2019, using a modified retrospective adoption method. We will adopt this standard in the first quarter of 2020, and the adoption will not 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. 27, 2019 | |
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 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 Charges to costs and expenses — Write-offs and recoveries (45 ) Balance at December 27, 2019 $ 295 |
Property Plant and Equipment Estimated Useful Lives | Property 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 property & equipment Machinery 5-10 years Leasehold improvements 10 years 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 intangible assets Trademarks 10 years Customer relationships 6-10 years Developed technology 7-10 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
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 the final allocation as of 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 Final 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 11, 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 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 27, 2019 December 28, 2018 Raw materials $ 85,329 $ 90,713 Work in process 31,825 20,852 Finished goods 17,700 17,233 Excess and obsolete adjustment (7,817 ) (7,692 ) Total inventories, net $ 127,037 $ 121,106 |
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 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 ) Charge to cost of sales (1,086 ) Disposition of inventory 961 Balance at December 27, 2019 $ (7,817 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 27, 2019 December 28, 2018 Machinery $ 33,684 $ 29,885 Leasehold improvements 27,835 15,333 Computer software, hardware, and equipment 5,796 4,884 Office furniture, fixtures and equipment 1,040 1,058 Vehicles 26 26 Construction-in-process 3,760 9,514 72,141 60,700 Less accumulated depreciation (27,600 ) (18,960 ) Total property and equipment, net $ 44,541 $ 41,740 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-Lived Intangible Assets | Definite-lived intangible assets consist of the following: December 27, 2019 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ (7,750 ) $ — $ 1,940 10.0 years Customer relationships 82,986 (42,621 ) — 40,365 7.8 years Developed technology 11,047 (1,325 ) — 9,722 10.0 years Total intangible assets $ 103,723 $ (51,696 ) $ — $ 52,027 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 |
Estimated Amortization Expense of Intangible Assets | Future projected annual amortization expense consists of the following: Future amortization expense 2020 $ 13,394 2021 13,394 2022 9,578 2023 8,360 2024 1,917 Thereafter 5,384 $ 52,027 |
Schedule of Changes in Goodwill | The following tables present the changes to goodwill: Goodwill Balance at December 30, 2016 $ 77,093 Acquisitions 92,306 Balance at December 29, 2017 169,399 Acquisitions 3,611 Balance at December 28, 2018 173,010 Acquisitions — Balance at December 27, 2019 $ 173,010 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are as follows: Year Ended December 27, 2019 Operating lease cost $ 5,420 |
Supplemental Information Related to Leases | Supplemental information related to leases is as follows: Year Ended December 27, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,220 Weighted-average remaining lease term of operating leases 3.1 years Weighted-average discount rate of operating leases 4.5% |
Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of December 27, 2019 are as follows 2020 $ 5,492 2021 4,892 2022 4,108 2023 1,109 2024 122 Total future minimum lease payments 15,723 Less imputed interest (1,150 ) Total lease liabilities $ 14,573 |
Schedule of Future Minimum Lease Payments for Non-cancellable Leases Reported under Previous Guidance | Future minimum lease payments under non-cancellable leases as of December 28, 2018, as reported under previous guidance, are as follows: 2019 $ 4,910 2020 4,873 2021 4,356 2022 3,820 2023 1,103 Thereafter 120 Total future minimum lease payments $ 19,182 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income from continuing operations before tax | Income from continuing operations before tax was as follows: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 United States $ (20,993 ) $ 7,519 $ 370 Foreign 25,268 46,700 42,659 Income from continuing operations before tax $ 4,275 $ 54,219 $ 43,029 |
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 27, 2019 December 28, 2018 December 29, 2017 Current: Federal $ (812 ) $ 861 $ 809 State 649 316 249 Foreign 868 1,751 397 Total current tax expense 705 2,928 1,455 Deferred: Federal (5,315 ) (5,379 ) (13,251 ) State (1,218 ) (667 ) (1,553 ) Foreign (626 ) (546 ) (537 ) Total deferred tax benefit (7,159 ) (6,592 ) (15,341 ) Income tax benefit from continuing operations $ (6,454 ) $ (3,664 ) $ (13,886 ) |
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 27, 2019 December 28, 2018 December 29, 2017 Effective rate reconciliation: U.S. federal tax expense $ 898 $ 11,386 $ 15,060 State income taxes, net (523 ) (329 ) (373 ) Permanent items (75 ) 30 2,141 Foreign rate differential (1,051 ) (1,679 ) (7,498 ) Tax holiday (4,582 ) (7,583 ) (7,437 ) Credits (918 ) (1,158 ) (1,818 ) Tax contingencies (830 ) 168 335 Share-based compensation (285 ) (1,270 ) (5,438 ) Withholding tax 554 727 840 Impact of re-characterizing intercompany debt to equity — — 1,409 Impact of Tax Cuts and Jobs Act — 199 (6,188 ) Other, net 201 (15 ) (248 ) Valuation allowance 157 (4,140 ) (4,671 ) Income tax benefit from continuing operations $ (6,454 ) $ (3,664 ) $ (13,886 ) |
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 27, 2019 December 28, 2018 Deferred tax assets: Inventory $ 3,620 $ 3,500 Share-based compensation 2,176 1,295 Accrued payroll 906 896 Net operating loss carryforwards 938 534 Interest carryforwards 1,382 Transaction costs 144 99 Tax credits 7,318 7,258 Other assets 1,770 1,747 Deferred tax assets 18,254 15,329 Valuation allowance (270 ) (112 ) Total deferred tax assets 17,984 15,217 Deferred tax liabilities: Intangible assets (10,627 ) (13,789 ) Property, plant and equipment (2,703 ) (3,687 ) Other liabilities (126 ) (344 ) Total deferred tax liabilities (13,456 ) (17,820 ) Net deferred tax asset $ 4,528 $ (2,603 ) |
Summarizes activity related to company's unrecognized tax benefits | The following table summarizes the activity related to our unrecognized tax benefits: Unrecognized tax benefits 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 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 Increase in tax positions for current year 380 Increase in tax positions for prior period 8 Decrease in tax positions for prior period (784 ) Balance at December 27, 2019 $ 1,860 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: December 27, 2019 December 28, 2018 Term loan $ 161,875 $ 170,625 Revolving credit facility 19,162 34,162 Total principal amount of long-term debt 181,037 204,787 Less unamortized debt issuance costs (2,983 ) (3,920 ) Total long-term debt, net 178,054 200,867 Less current portion (8,750 ) (8,750 ) Total long-term debt, less current portion, net $ 169,304 $ 192,117 |
Schedule of Maturities Long-Term Debt | Maturities of long-term debt consist of the following: Future maturities of long-term debt 2020 $ 8,750 2021 8,750 2022 8,750 2023 154,787 Total $ 181,037 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
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 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 Quarter ended March 29, 2019 97,910 1,599 $ 16.33 $ 8,421 Quarter ended June 28, 2019 — — $ — $ 8,421 Quarter ended September 27, 2019 — — $ — $ 8,421 Quarter ended December 27, 2019 — — $ — $ 8,421 Year ended December 27, 2019 97,910 $ 1,599 $ 16.33 $ 8,421 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
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 27, 2019 December 28, 2018 December 29, 2017 Weighted average expected term 5 years 5 years 5 years Risk-free interest rate 2.1% 2.6% 1.9% Dividend yield 0.0% 0.0% 0.0% Volatility 55.3% 52.6% 47.7% |
Schedule of Option Activity | The following table summarizes 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 28, 2018 1,706,441 65,908 $ 18.57 Granted 532,705 — $ 23.00 Exercised (353,027 ) — $ 14.28 Forfeited or expired (197,181 ) — $ 20.43 Outstanding, December 27, 2019 1,688,938 65,908 $ 20.57 4.7 years $ 23,302 Exercisable, December 27, 2019 653,422 65,908 $ 17.16 3.3 years $ 12,004 |
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 27, 2019 December 28, 2018 December 29, 2017 Weighted average grant-date fair value of options granted $ 11.33 $ 11.81 $ 8.52 Total intrinsic value of options exercised $ 3,619 $ 8,744 $ 16,423 |
Schedule of RSU Activity | The following table summarizes RSU activity: Number of Restricted Share Units Time vesting Performance vesting Weighted average grant date fair value per share Unvested, December 28, 2018 192,300 — $ 22.64 Granted 297,637 17,730 $ 23.25 Vested (93,892 ) — $ 22.76 Forfeited (6,875 ) — $ 25.41 Unvested, December 27, 2019 389,170 17,730 $ 23.03 |
Schedule of Fair Value Information for RSUs Granted and Vested | Fair value information for RSUs granted and vested is as follows: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Weighted average grant-date fair value of shares granted $ 23.25 $ 23.89 $ 19.63 Total fair value of shares vested $ 2,217 $ 2,041 $ 634 |
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 27, 2019 December 28, 2018 December 29, 2017 Weighted average expected term 0.5 years 0.5 years 0.4 years Risk-free interest rate 2.3% 1.9% 1.1% Dividend yield 0.0% 0.0% 0.0% Volatility 56.0% 52.7% 47.8% |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Sales By Geographic Area | The following table sets forth sales by geographic area: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 United States of America $ 329,037 $ 502,750 $ 386,645 Singapore 198,657 224,230 223,277 Europe 56,090 60,688 27,555 Other 37,053 35,943 18,415 Total net sales $ 620,837 $ 823,611 $ 655,892 |
Summary of Segment Information Major Customers | The following table sets forth our two major customers, which comprised 85%, 88%, and 93% of net sales from continuing operations in 2018, 2017, and 2016, respectively: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Lam Research $ 319,144 $ 458,705 $ 350,372 Applied Materials $ 207,391 $ 262,146 $ 259,234 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of our basic and diluted net income (loss) per share and a reconciliation of the numerator and denominator used in the calculation: Year Ended December 27, 2019 December 28, 2018 December 29, 2017 Numerator: Net income from continuing operations $ 10,729 $ 57,883 $ 56,915 Net loss from discontinued operations $ — $ — $ (461 ) Net income $ 10,729 $ 57,883 $ 56,454 Denominator: Basic weighted average ordinary shares outstanding 22,418,802 24,706,542 25,118,031 Dilutive effect of Options 259,337 398,590 1,030,793 Dilutive effect of RSUs 85,603 20,530 68,184 Dilutive effect of ESPP 3,161 2,393 1,416 Diluted weighted average ordinary shares outstanding 22,766,903 25,128,055 26,218,424 Weighted average number of shares used in basic and diluted per share calculation for net loss from discontinued operations 22,418,802 24,706,542 25,118,031 Earnings per share: Net income from continuing operations: Basic $ 0.48 $ 2.34 $ 2.27 Diluted $ 0.47 $ 2.30 $ 2.17 Net loss from discontinued operations: Basic $ — $ — $ (0.02 ) Diluted $ — $ — $ (0.02 ) Net income: Basic $ 0.48 $ 2.34 $ 2.25 Diluted $ 0.47 $ 2.30 $ 2.15 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 27, 2019 | |
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 results of the discontinued operation were as follows: Year Ended December 29, 2017 Selling, general, and administrative $ 722 Operating loss (722 ) Loss from discontinued operations before income taxes (722 ) Income tax benefit (261 ) Loss from discontinued operations $ (461 ) |
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 ($)shares | Dec. 27, 2019USD ($)Customer | Dec. 28, 2018USD ($)Customer | Dec. 29, 2017USD ($)shares | Dec. 29, 2018USD ($) |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Issuance of ordinary shares, net of fees | $ 7,278 | |||||
Cash held in foreign-based commercial banks | $ 60,612 | $ 43,834 | ||||
Impairment of long-lived assets | $ 0 | 0 | ||||
Percentage threshold of likelihood of tax positions being realized upon settlement with taxing authority | 50.00% | |||||
Foreign operations sales | $ 620,837 | 823,611 | 655,892 | |||
Foreign operations assets | 566,555 | 485,489 | ||||
Operating lease, ROU assets | 14,198 | $ 17,700 | ||||
Operating lease, lease liabilities | 14,573 | $ 18,100 | ||||
Foreign | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash held in foreign-based commercial banks | 34,400 | 25,500 | ||||
Losses incurred exceeding the insured limits | 0 | 0 | ||||
Foreign operations sales | 291,300 | 379,100 | $ 346,000 | |||
Foreign operations assets | $ 203,800 | $ 157,000 | ||||
Accounts Receivable | Customer Concentration Risk | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration of credit risk, Percentage | 66.00% | 40.00% | ||||
Number of customers | Customer | 2 | 2 | ||||
Minimum | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Payment terms, due period | 15 days | |||||
Maximum | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Payment terms, due period | 60 days | |||||
Ordinary Shares | ||||||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||||||
Ordinary shares issued to public | shares | 881,667 | |||||
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 - Additional Information (Details 1) | Dec. 27, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-12-28 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |
Performance obligation satisfaction period | 12 months |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Schedule of Accounts, Notes, Loans and Financing Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Allowance For Doubtful Accounts Receivable Rollforward | |||
Beginning Balance | $ 340 | $ 256 | $ 194 |
Charges to costs and expenses | 195 | 62 | |
Write-offs and recoveries | (45) | (111) | |
Ending Balance | $ 295 | $ 340 | $ 256 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Property Plant And Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 27, 2019 | |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 10 years |
Vehicles | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 5 years |
Minimum | Machinery | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 5 years |
Minimum | Office Furniture, Fixtures and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 5 years |
Maximum | Machinery | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 10 years |
Maximum | Office Furniture, Fixtures and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 7 years |
Computer Software, Hardware and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 3 years |
Computer Software, Hardware and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 5 years |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Schedule of Finite Lived Intangible Assets Useful Lives (Details) | 3 Months Ended | 12 Months Ended |
Jun. 28, 2019 | Dec. 27, 2019 | |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 10 years | |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 6 years | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 10 years | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 10 years | |
Developed Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 7 years | |
Developed Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Estimated useful lives of intangible assets | 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 | Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 |
Business Acquisition [Line Items] | |||||||||
Cost of sales | $ 534,473 | $ 687,474 | $ 555,131 | ||||||
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 |
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 | Dec. 29, 2017 | Jun. 29, 2018 | Dec. 28, 2018 | Dec. 11, 2018 | Dec. 27, 2019 | Dec. 30, 2016 |
Business Acquisition [Line Items] | ||||||||||||
Goodwill | $ 173,010 | $ 169,399 | $ 173,010 | $ 173,010 | $ 77,093 | |||||||
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) |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 28, 2018 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 85,329 | $ 90,713 |
Work in process | 31,825 | 20,852 |
Finished goods | 17,700 | 17,233 |
Excess and obsolete adjustment | (7,817) | (7,692) |
Total inventories, net | $ 127,037 | $ 121,106 |
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. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Inventory [Line Items] | |||
Beginning Balance | $ (7,692) | $ (6,022) | $ (8,080) |
Charge to cost of sales | (1,086) | (1,871) | (909) |
Disposition of inventory | 961 | 201 | 2,967 |
Ending Balance | $ (7,817) | $ (7,692) | $ (6,022) |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 28, 2018 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 72,141 | $ 60,700 |
Less accumulated depreciation | (27,600) | (18,960) |
Total property and equipment, net | 44,541 | 41,740 |
Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 33,684 | 29,885 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 27,835 | 15,333 |
Office Furniture, Fixtures and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,040 | 1,058 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 26 | 26 |
Construction-In-Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,760 | 9,514 |
Computer Software, Hardware and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 5,796 | $ 4,884 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 8.9 | $ 7.7 | $ 3.6 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 28, 2019 | Dec. 27, 2019 | Dec. 28, 2018 | |
Finite Lived Intangible Assets [Line Items] | |||
Gross value | $ 103,723 | $ 95,576 | |
Accumulated amortization | (51,696) | (38,681) | |
Carrying amount | 52,027 | 56,895 | |
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Gross value | 9,690 | 9,690 | |
Accumulated amortization | (7,750) | (6,781) | |
Carrying amount | $ 1,940 | $ 2,909 | |
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 | $ 82,986 | |
Accumulated amortization | (42,621) | (31,308) | |
Carrying amount | $ 40,365 | $ 51,678 | |
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 | $ 11,047 | $ 2,900 | |
Accumulated amortization | (1,325) | (592) | |
Carrying amount | $ 9,722 | $ 2,308 | |
Weighted average useful life | 10 years | ||
Developed Technology | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 10 years | 10 years | |
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 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - Developed Technology $ in Millions | 3 Months Ended |
Jun. 28, 2019USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Finite-lived intangible assets acquired | $ 8.1 |
Weighted average useful life | 10 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 28, 2018 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2020 | $ 13,394 | |
2021 | 13,394 | |
2022 | 9,578 | |
2023 | 8,360 | |
2024 | 1,917 | |
Thereafter | 5,384 | |
Carrying amount | $ 52,027 | $ 56,895 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Goodwill [Roll Forward] | |||
Goodwill balance | $ 173,010 | $ 169,399 | $ 77,093 |
Acquisitions | 0 | 3,611 | 92,306 |
Goodwill balance | $ 173,010 | $ 173,010 | $ 169,399 |
Leases - Additional Information
Leases - Additional Information (Detail) | 12 Months Ended |
Dec. 27, 2019Operatinglease | |
Leases [Abstract] | |
Non-cancellable net operating lease expiration year | 2024 |
Lessee, operating lease, not yet commenced, description | As of December 27, 2019, we had no operating leases executed for which the rental period had not yet commenced. |
Number of operating lease executed | 0 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 27, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 5,420 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 27, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 5,220 |
Weighted-average remaining lease term of operating leases | 3 years 1 month 6 days |
Weighted-average discount rate of operating leases | 4.50% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-Cancellable Leases (Detail) - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 29, 2018 |
Leases [Abstract] | ||
2020 | $ 5,492 | |
2021 | 4,892 | |
2022 | 4,108 | |
2023 | 1,109 | |
2024 | 122 | |
Total future minimum lease payments | 15,723 | |
Less imputed interest | (1,150) | |
Total lease liabilities | $ 14,573 | $ 18,100 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments for Non-cancellable Leases Reported under Previous Guidance (Detail) $ in Thousands | Dec. 28, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2019 | $ 4,910 |
2020 | 4,873 |
2021 | 4,356 |
2022 | 3,820 |
2023 | 1,103 |
Thereafter | 120 |
Total future minimum lease payments | $ 19,182 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 29, 2018 | Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 | |
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 | ||||
Deferred tax assets related to foreign tax credit carryforwards | $ 2,300 | ||||
Operating loss carryforwards, federal | 500 | ||||
Operating loss carryforwards, state | 9,800 | ||||
Operating loss carryforwards, foreign | 600 | ||||
Additional benefit resulting from associated valuation allowance | $ 4,100 | ||||
Tax holiday | 4,582 | 7,583 | 7,437 | ||
Unrecognized tax benefits for uncertain tax positions | 1,860 | 2,256 | 1,910 | $ 576 | |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 1,000 | ||||
Decrease in unrecognized tax benefits is reasonably possible | 300 | ||||
Net decrease of interest and penalties associated with unrecognized tax benefits | 200 | ||||
Unrecognized tax benefits, income tax penalties | 400 | ||||
Unrecognized tax benefits, interest on income taxes expense | 0 | ||||
Long-term Liabilities | |||||
Income Taxes [Line Items] | |||||
Unrecognized tax benefits for uncertain tax positions | 1,900 | ||||
Singapore | |||||
Income Taxes [Line Items] | |||||
Tax holiday | 4,600 | $ 7,600 | $ 7,400 | ||
IRS | |||||
Income Taxes [Line Items] | |||||
Deferred tax assets related to foreign tax credit carryforwards | 1,700 | ||||
GILTI | |||||
Income Taxes [Line Items] | |||||
Income tax expense (benefit) | 0 | ||||
FDII | |||||
Income Taxes [Line Items] | |||||
Income tax expense (benefit) | 0 | ||||
Federal | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforward amount | 1,800 | ||||
State | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforward amount | $ 100 |
Income Taxes - Summary of Infor
Income Taxes - Summary of Information on Company's Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
United States | $ (20,993) | $ 7,519 | $ 370 |
Foreign | 25,268 | 46,700 | 42,659 |
Income before income taxes | $ 4,275 | $ 54,219 | $ 43,029 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Income Tax Benefit From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Current: | |||
Federal | $ (812) | $ 861 | $ 809 |
State | 649 | 316 | 249 |
Foreign | 868 | 1,751 | 397 |
Total current tax expense | 705 | 2,928 | 1,455 |
Deferred: | |||
Federal | (5,315) | (5,379) | (13,251) |
State | (1,218) | (667) | (1,553) |
Foreign | (626) | (546) | (537) |
Total deferred tax benefit | (7,159) | (6,592) | (15,341) |
Income tax benefit from continuing operations | $ (6,454) | $ (3,664) | $ (13,886) |
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. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Effective rate reconciliation: | |||
U.S. federal tax expense | $ 898 | $ 11,386 | $ 15,060 |
State income taxes, net | (523) | (329) | (373) |
Permanent items | (75) | 30 | 2,141 |
Foreign rate differential | (1,051) | (1,679) | (7,498) |
Tax holiday | (4,582) | (7,583) | (7,437) |
Credits | (918) | (1,158) | (1,818) |
Tax contingencies | (830) | 168 | 335 |
Share-based compensation | (285) | (1,270) | (5,438) |
Withholding tax | 554 | 727 | 840 |
Impact of re-characterizing intercompany debt to equity | 1,409 | ||
Impact of Tax Cuts and Jobs Act | 199 | (6,188) | |
Other, net | 201 | (15) | (248) |
Valuation allowance | 157 | (4,140) | (4,671) |
Income tax benefit from continuing operations | $ (6,454) | $ (3,664) | $ (13,886) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 28, 2018 |
Deferred tax assets: | ||
Inventory | $ 3,620 | $ 3,500 |
Share-based compensation | 2,176 | 1,295 |
Accrued payroll | 906 | 896 |
Net operating loss carryforwards | 938 | 534 |
Interest carryforwards | 1,382 | |
Transaction costs | 144 | 99 |
Tax credits | 7,318 | 7,258 |
Other assets | 1,770 | 1,747 |
Deferred tax assets | 18,254 | 15,329 |
Valuation allowance | (270) | (112) |
Total deferred tax assets | 17,984 | 15,217 |
Deferred tax liabilities: | ||
Intangible assets | (10,627) | (13,789) |
Property, plant and equipment | (2,703) | (3,687) |
Other liabilities | (126) | (344) |
Total deferred tax liabilities | (13,456) | (17,820) |
Net deferred tax liability | $ (2,603) | |
Net deferred tax assets | $ 4,528 |
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. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Beginning balance | $ 2,256 | $ 1,910 | $ 576 |
Increase in tax positions for current year | 380 | 407 | 458 |
Decreases in tax positions for prior period | (784) | (61) | |
Increase in tax positions for prior period | 8 | 214 | |
Increase in tax positions due to acquisitions | 710 | ||
Impact of Tax Cuts and Jobs Act | (48) | ||
Ending balance | $ 1,860 | $ 2,256 | $ 1,910 |
Employee Benefit Programs - Add
Employee Benefit Programs - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
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 | $ 1.5 | $ 0.7 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of maximum annual contributions per employee | 4.00% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 28, 2018 |
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | $ 181,037 | $ 204,787 |
Less unamortized debt issuance costs | (2,983) | (3,920) |
Total long-term debt, net | 178,054 | 200,867 |
Less current portion | (8,750) | (8,750) |
Total long-term debt, less current portion, net | 169,304 | 192,117 |
Term Loan | ||
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | 161,875 | 170,625 |
Revolving Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | $ 19,162 | $ 34,162 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of long Term Debt Consist (Detail) - USD ($) $ in Thousands | Dec. 27, 2019 | Dec. 28, 2018 |
Debt Disclosure [Abstract] | ||
2020 | $ 8,750 | |
2021 | 8,750 | |
2022 | 8,750 | |
2023 | 154,787 | |
Total | $ 181,037 | $ 204,787 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) | Feb. 15, 2018USD ($) | Jul. 31, 2017USD ($) | Apr. 30, 2016USD ($) | Dec. 27, 2019USD ($) | Dec. 27, 2019USD ($) | Dec. 28, 2018USD ($) | Dec. 29, 2017USD ($) | Aug. 11, 2015USD ($) |
Line Of Credit Facility [Line Items] | ||||||||
Weighted average interest rate across all credit facilities | 4.78% | 4.78% | 4.36% | 4.30% | ||||
Debt issuance costs | $ 2,600,000 | |||||||
Total principal amount of long-term debt | $ 181,037,000 | $ 181,037,000 | $ 204,787,000 | |||||
Credit Agreement | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Debt issuance costs | $ 2,100,000 | |||||||
Fixed charge coverage ratio | 1.25% | 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 | 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% | |||||||
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% | |||||||
Term Loan | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Credit facility, face amount | 55,000,000 | |||||||
Total principal amount of long-term debt | $ 161,875,000 | $ 161,875,000 | 170,625,000 | |||||
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 | |||||||
Term Loan | Credit Agreement | Eurodollar Rate | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Interest rate | 4.60% | 4.60% | ||||||
Revolving Credit Facility | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Credit facility, face amount | $ 20,000,000 | |||||||
Total principal amount of long-term debt | $ 19,162,000 | $ 19,162,000 | $ 34,162,000 | |||||
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 | 4.46% | 4.46% | ||||||
Revolving Credit Facility | Credit Agreement | Minimum | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Percentage of commitment fee on unused portion of revolver | 0.20% | |||||||
Revolving Credit Facility | Credit Agreement | Maximum | ||||||||
Line Of Credit Facility [Line Items] | ||||||||
Percentage of commitment fee on unused portion of revolver | 0.35% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ in Millions | Aug. 18, 2018 | Aug. 31, 2018 | Feb. 28, 2018 |
Equity [Abstract] | |||
Share repurchase program, authorized amount | $ 50 | ||
Increase in stock repurchase program authorized amount | $ 50 | $ 50 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 29, 2019 | Dec. 28, 2018 | Sep. 28, 2018 | Jun. 29, 2018 | Mar. 30, 2018 | Dec. 27, 2019 | Dec. 28, 2018 | Sep. 27, 2019 | Jun. 28, 2019 | Aug. 18, 2018 | Feb. 15, 2018 | |
Equity [Abstract] | |||||||||||
Total Number of Shares Repurchased | 97,910 | 1,657,565 | 1,424,359 | 1,061,855 | 195,750 | 97,910 | 4,339,529 | ||||
Total Cost of Repurchase | $ 1,599 | $ 29,662 | $ 30,348 | $ 24,970 | $ 5,000 | $ 1,599 | $ 89,980 | ||||
Average Price Paid per Share | $ 16.33 | $ 17.89 | $ 21.31 | $ 23.52 | $ 25.54 | $ 16.33 | $ 20.73 | ||||
Amount Available Under Repurchase Program | $ 8,421 | $ 10,021 | $ 39,683 | $ 20,030 | $ 45,000 | $ 8,421 | $ 10,021 | $ 8,421 | $ 8,421 | $ 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 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | Jan. 06, 2020 | Jan. 18, 2018 | May 31, 2017 | Mar. 31, 2012 | Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | Dec. 30, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation expense for Options, RSUs and employee share purchase rights across all plans | $ 8,500,000 | $ 7,600,000 | $ 2,200,000 | |||||
Share-based compensation arrangement by share-based payment award, plan modification, description | On November 12, 2019, in connection with the transition of our former Chief Executive Officer to Executive Chairman, the Compensation Committee of the Board of Directors modified all outstanding equity awards such that the next 18 months of vesting events would be pulled forward and become immediately vested on January 6, 2020 | |||||||
Vesting period of equity awards pulled forward and vested immediately | 18 months | |||||||
Share-based compensation | $ 8,537,000 | 7,577,000 | 2,230,000 | |||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 9,700,000 | |||||||
Weighted average remaining service period | 2 years 8 months 12 days | |||||||
Accounting Standards Update 2016-09 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 2,900,000 | |||||||
Subsequent Event | Accounting Standards Update 2016-09 | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation | $ 1,400,000 | |||||||
Employee Stock Option | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of stock options vested | 88,445 | |||||||
Employee Stock Option | Subsequent Event | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of stock options vested | 98,825 | |||||||
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 | $ 7,300,000 | |||||||
Weighted average remaining service period | 2 years 9 months 18 days | |||||||
Restricted Stock | Subsequent Event | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of restricted shares vested | 60,721 | |||||||
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 of options and RSUs 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 of options and RSUs generally occurred 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. | |||||||
Awards vesting period | 3 years | |||||||
Issuances of equity based awards | 0 | |||||||
2017 Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Share-based compensation expense for Options, RSUs and employee share purchase rights across all plans | $ 300,000 | $ 300,000 | $ 100,000 | |||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 0 | |||||||
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. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Weighted average expected term | 5 years | 5 years | 5 years |
Risk-free interest rate | 2.10% | 2.60% | 1.90% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 55.30% | 52.60% | 47.70% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Option Activity (Details) - Stock Options $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 27, 2019USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 18.57 |
Weighted average exercise price per share, Granted | $ / shares | 23 |
Weighted average exercise price per share, Exercised | $ / shares | 14.28 |
Weighted average exercise price per share, Forfeited or Expired | $ / shares | 20.43 |
Weighted average exercise price per share, Outstanding, Ending Balance | $ / shares | 20.57 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 17.16 |
Weighted average remaining contractual term, Outstanding | 4 years 8 months 12 days |
Weighted average remaining contractual term, Exercisable | 3 years 3 months 18 days |
Aggregate intrinsic value, Outstanding | $ | $ 23,302 |
Aggregate intrinsic value, Exercisable | $ | $ 12,004 |
Time Vesting | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Stock Options, Outstanding, Beginning Balance | 1,706,441 |
Number of Stock Options, Granted | 532,705 |
Number of Stock Options, Exercised | (353,027) |
Number of Stock Options, Forfeited or Expired | (197,181) |
Number of Stock Options, Outstanding, Ending Balance | 1,688,938 |
Number of Stock Options, Exercisable | 653,422 |
Performance Vesting | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Stock Options, Outstanding, Beginning Balance | 65,908 |
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. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract] | |||
Weighted average grant-date fair value of options granted | $ 11.33 | $ 11.81 | $ 8.52 |
Total intrinsic value of options exercised | $ 3,619 | $ 8,744 | $ 16,423 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of RSU Activity (Details) | 12 Months Ended |
Dec. 27, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average grant date fair value per share, Unvested, Beginning Balance | $ / shares | $ 22.64 |
Weighted average grant date fair value per share, Granted | $ / shares | 23.25 |
Weighted average grant date fair value per share, Vested | $ / shares | 22.76 |
Weighted average grant date fair value per share, Forfeited | $ / shares | 25.41 |
Weighted average grant date fair value per share, Unvested, Ending Balance | $ / shares | $ 23.03 |
Time Vesting Restricted Share Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Share Units, Unvested, Beginning Balance | 192,300 |
Number of Restricted Share Units, Granted | 297,637 |
Number of Restricted Share Units, Vested | (93,892) |
Number of Restricted Share Units, Forfeited | (6,875) |
Number of Restricted Share Units, Unvested, Ending Balance | 389,170 |
Performance Vesting Restricted Share Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Share Units, Granted | 17,730 |
Number of Restricted Share Units, Forfeited | 0 |
Number of Restricted Share Units, Unvested, Ending Balance | 17,730 |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Fair Value Information for RSUs Granted and Vested (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant-date fair value of shares granted | $ 23.25 | ||
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant-date fair value of shares granted | $ 23.25 | $ 23.89 | $ 19.63 |
Total fair value of shares vested | $ 2,217 | $ 2,041 | $ 634 |
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. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Weighted average expected term | 5 years | 5 years | 5 years |
Risk-free interest rate | 2.10% | 2.60% | 1.90% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 55.30% | 52.60% | 47.70% |
2017 Employee Stock Purchase Plan | |||
Weighted average expected term | 6 months | 6 months | 4 months 24 days |
Risk-free interest rate | 2.30% | 1.90% | 1.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 56.00% | 52.70% | 47.80% |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Dec. 27, 2019USD ($)Segment | Dec. 28, 2018USD ($) | Dec. 29, 2017 | Dec. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Foreign long-lived assets, exclusive of deferred tax assets | $ | $ 30.3 | $ 25 | ||
Two Major Customer | Sales Revenue, Net | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of net sales from continuing operations from two customers | 85.00% | 88.00% | 93.00% |
Segment Information - Schedule
Segment Information - Schedule of Sales By Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Segment Reporting Information [Line Items] | |||
Total net sales | $ 620,837 | $ 823,611 | $ 655,892 |
United States of America | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 329,037 | 502,750 | 386,645 |
Singapore | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 198,657 | 224,230 | 223,277 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 56,090 | 60,688 | 27,555 |
Other | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 37,053 | $ 35,943 | $ 18,415 |
Segment Information - Sales fro
Segment Information - Sales from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 620,837 | $ 823,611 | $ 655,892 |
Lam Research | |||
Segment Reporting Information [Line Items] | |||
Net sales | 319,144 | 458,705 | 350,372 |
Applied Materials | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 207,391 | $ 262,146 | $ 259,234 |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Earnings Per Share Basic And Diluted [Line Items] | |||
Net income from continuing operations | $ 10,729 | $ 57,883 | $ 56,915 |
Net loss from discontinued operations | (461) | ||
Net income | $ 10,729 | $ 57,883 | $ 56,454 |
Net income from continuing operations: | |||
Basic | $ 0.48 | $ 2.34 | $ 2.27 |
Diluted | 0.47 | 2.30 | 2.17 |
Net loss from discontinued operations: | |||
Basic | (0.02) | ||
Diluted | (0.02) | ||
Net income: | |||
Basic | 0.48 | 2.34 | 2.25 |
Diluted | $ 0.47 | $ 2.30 | $ 2.15 |
Continuing Operations | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Basic weighted average ordinary shares outstanding | 22,418,802 | 24,706,542 | 25,118,031 |
Diluted weighted average ordinary shares outstanding | 22,766,903 | 25,128,055 | 26,218,424 |
Continuing Operations | Options | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 259,337 | 398,590 | 1,030,793 |
Continuing Operations | RSUs | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 85,603 | 20,530 | 68,184 |
Continuing Operations | 2017 Employee Stock Purchase Plan | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 3,161 | 2,393 | 1,416 |
Discontinued Operations | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Weighted average number of shares used in basic and diluted per share calculation for net loss from discontinued operations | 22,418,802 | 24,706,542 | 25,118,031 |
Earnings per Share - Additional
Earnings per Share - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 27, 2019 | Dec. 28, 2018 | Dec. 29, 2017 | |
Earnings Per Share [Abstract] | |||
Potential dilutive options and RSUs excluded from computation of net income (loss) per share | 1,587,555 | 1,319,511 | 389,058 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 27, 2019 | Dec. 29, 2017 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Lease abandonment | $ 0.6 | ||
Inventory charges | $ 2 | ||
Kingston, New York Facility | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
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 | $ 0.3 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Results of Discontinued Operation (Details) $ in Thousands | 12 Months Ended |
Dec. 29, 2017USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Loss from discontinued operations before income taxes | $ (722) |
Income tax benefit | (261) |
Net loss from discontinued operations | (461) |
Kingston, New York Facility | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Selling, general, and administrative | 722 |
Operating loss | (722) |
Loss from discontinued operations before income taxes | (722) |
Income tax benefit | (261) |
Net loss from discontinued operations | $ (461) |