Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 1, ~~2019,~~2020, the registrant had ~~22,494,763~~22,808,456 ordinary shares, $0.0001 par value per share, outstanding.

	September 27, 2019			December 28, 2018			March 27, 2020			December 27, 2019
Assets
Current assets:
Cash	$	30,175		$	43,834		$	41,583		$	60,612
Accounts receivable, net		77,140			40,287			87,573			84,849
Inventories, net		105,822			121,106			143,721			127,037
Prepaid expenses and other current assets		5,085			6,348			6,868			4,449
Total current assets		218,222			211,575			279,745			276,947
Property and equipment, net		43,056			41,740			44,486			44,541
Operating lease right-of-use assets		14,913			—			12,985			14,198
Other noncurrent assets		935			906			1,084			1,094
Deferred tax assets, net		1,363			1,363			4,016			4,738
Intangible assets, net		55,367			56,895			48,693			52,027
Goodwill		173,010			173,010			173,010			173,010
Total assets	$	506,866		$	485,489		$	564,019		$	566,555
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	86,963		$	64,300		$	119,076		$	131,578
Accrued liabilities		10,123			9,556			12,071			12,814
Other current liabilities		3,875			5,148			6,108			5,233
Current portion of long-term debt		8,750			8,750			8,750			8,750
Current portion of lease liabilities		5,291			—			5,432			5,492
Total current liabilities		115,002			87,754			151,437			163,867
Long-term debt, less current portion, net		169,250			192,117			172,359			169,304
Lease liabilities, less current portion		10,020			—			7,962			9,081
Deferred tax liabilities		3,097			3,966			210			210
Other non-current liabilities		2,307			3,326			2,531			2,677
Total liabilities		299,676			287,163			334,499			345,139
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; 22,482,403 and 22,234,508 shares outstanding, respectively; 26,919,842 and 26,574,037 shares issued, respectively)		2			2
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 22,806,679 and 22,618,708 shares outstanding, respectively; 27,244,118 and 27,056,147 shares issued, respectively)								2			2
Additional paid in capital		236,044			228,358			247,023			242,318
Treasury shares at cost (4,437,439 and 4,339,529 shares, respectively)		(91,578	)		(89,979	)
Treasury shares at cost (4,437,439 and 4,437,439 shares, respectively)								(91,578	)		(91,578	)
Retained earnings		62,722			59,945			74,073			70,674
Total shareholders’ equity		207,190			198,326			229,520			221,416
Total liabilities and shareholders’ equity	$	506,866		$	485,489		$	564,019		$	566,555

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 27, 2019			September 28, 2018			September 27, 2019			September 28, 2018			March 27, 2020			March 29, 2019
Net sales	$	154,456		$	175,207		$	431,482		$	682,209		$	220,028		$	137,831
Cost of sales		133,763			146,993			371,033			567,521			191,254			117,608
Gross profit		20,693			28,214			60,449			114,688			28,774			20,223
Operating expenses:
Research and development		2,987			2,123			8,012			7,152			3,322			2,391
Selling, general, and administrative		11,048			10,658			33,491			38,016			16,618			11,758
Amortization of intangible assets		3,336			3,885			9,675			11,536			3,334			3,137
Total operating expenses		17,371			16,666			51,178			56,704			23,274			17,286
Operating income		3,322			11,548			9,271			57,984			5,500			2,937
Interest expense		2,663			2,553			8,193			7,360			2,374			2,768
Other income, net		(43	)		(84	)		(12	)		(60	)
Other expense (income), net														(31	)		24
Income before income taxes		702			9,079			1,090			50,684			3,157			145
Income tax benefit		(221	)		(558	)		(1,687	)		(3,714	)		(242	)		(1,373	)
Net income	$	923		$	9,637			2,777	��		54,398			3,399			1,518
Net income per share:
Basic	$	0.04		$	0.40		$	0.12		$	2.15		$	0.15		$	0.07
Diluted	$	0.04		$	0.39		$	0.12		$	2.11		$	0.15		$	0.07
Shares used to compute net income per share:
Basic		22,454,408			24,352,995			22,373,181			25,352,489			22,737,163			22,269,827
Diluted		22,718,882			24,674,912			22,629,855			25,840,494			23,181,127			22,536,209

					Additional			Treasury							Total							Additional			Treasury							Total
For the three months ending September 27, 2019	Ordinary Shares				Paid-In			Shares					Retained		Shareholders'
For the three months ending March 27, 2020																		Ordinary Shares				Paid-In			Shares					Retained		Shareholders'
	Shares		Amount		Capital			Shares		Amount			Earnings		Equity			Shares		Amount		Capital			Shares		Amount			Earnings		Equity
Balance at June 28, 2019		22,414,089	$	2	$	233,508			4,437,439	$	(91,578	)	$	61,799	$	203,731
Balance at December 27, 2019																			22,618,708	$	2	$	242,318			4,437,439	$	(91,578	)	$	70,674	$	221,416
Ordinary shares issued from exercise of stock options		33,421		—		433			—		—			—		433			113,539		—		2,483			—		—			—		2,483
Ordinary shares issued from vesting of restricted share units		9,749		—		(48	)		—		—			—		(48	)		57,912		—		(993	)		—		—			—		(993	)
Ordinary shares issued from employee share purchase plan		25,144		—		359			—		—			—		359			16,520		—		350			—		—			—		350
Repurchase of ordinary shares		—		—		—			—		—			—		—
Share-based compensation expense		—		—		1,792			—		—			—		1,792			—		—		2,865			—		—			—		2,865
Net income		—		—		—			—		—			923		923			—		—		—			—		—			3,399		3,399
Balance at September 27, 2019		22,482,403	$	2	$	236,044			4,437,439	$	(91,578	)	$	62,722	$	207,190
Balance at March 27, 2020																			22,806,679	$	2	$	247,023			4,437,439	$	(91,578	)	$	74,073	$	229,520

						Additional			Treasury							Total									Additional			Treasury							Total
For the nine months ending September 27, 2019	Ordinary Shares					Paid-In			Shares					Retained		Shareholders'
For the three months ending March 29, 2019																			Ordinary Shares						Paid-In			Shares					Retained		Shareholders'
	Shares			Amount		Capital			Shares		Amount			Earnings		Equity			Shares				Amount		Capital			Shares		Amount			Earnings		Equity
Balance at December 28, 2018		22,234,508		$	2	$	228,358			4,339,529	$	(89,979	)	$	59,945	$	198,326			22,234,508			$	2	$	228,358			4,339,529	$	(89,979	)	$	59,945	$	198,326
Ordinary shares issued from exercise of stock options		238,121			—		2,640			—		—			—		2,640			186,915				—		1,904			—		—			—		1,904
Ordinary shares issued from vesting of restricted share units		60,039			—		(222	)		—		—			—		(222	)		24,115				—		(111	)		—		—			—		(111	)
Ordinary shares issued from employee share purchase plan		47,645			—		671			—		—			—		671			22,501				—		312			—		—			—		312
Repurchase of ordinary shares		(97,910	)		—		—			97,910		(1,599	)		—		(1,599	)		(97,910	)			—		—			97,910		(1,599	)		—		(1,599	)
Share-based compensation expense		—			—		4,597			—		—			—		4,597			—				—		1,330			—		—			—		1,330
Net income		—			—		—			—		—			2,777		2,777			—		��		—		—			—		—			1,518		1,518
Balance at September 27, 2019		22,482,403		$	2	$	236,044			4,437,439	$	(91,578	)	$	62,722	$	207,190
Balance at March 29, 2019																				22,370,129			$	2	$	231,793			4,437,439	$	(91,578	)	$	61,463	$	201,680

Additional

Treasury

Total

For the three months ending September 28, 2018

Ordinary Shares

Paid-In

Shares

Retained

Shareholders'

Shares

Amount

Capital

Shares

Amount

Earnings

Equity

Balance at June 29, 2018

25,268,836

$
3

$
225,363

1,257,605

$
(29,970
)

$
46,823

$
242,219

Ordinary shares issued from exercise of stock options

10,930

—

151

—

—

—

151

Ordinary shares issued from vesting of restricted share units

7,246

—

(43
)

—

—

—

(43
)
Ordinary shares issued from employee share purchase plan

18,596

—

337

—

—

—

337

Repurchase of ordinary shares

(1,424,359
)

(1
)

—

1,424,359

(30,347
)

—

(30,348
)
Share-based compensation expense

—

—

1,271

—

—

—

1,271

Net income

—

—

—

—

—

9,637

9,637

Balance at September 28, 2018

23,881,249

$
2

$
227,079

2,681,964

$
(60,317
)

$
56,460

$
223,224

Additional

Treasury

Total

For the nine months ending September 28, 2018

Ordinary Shares

Paid-In

Shares

Retained

Shareholders'

Shares

Amount

Capital

Shares

Amount

Earnings

Equity

Balance at December 29, 2017

25,892,162

$
3

$
214,697

—

$
—

$
2,062

$
216,762

Ordinary shares issued from exercise of stock options

573,162

—

5,661

—

—

—

5,661

Ordinary shares issued from vesting of restricted share units

68,512

—

(70
)

—

—

—

(70
)
Ordinary shares issued from employee share purchase plan

29,377

—

514

—

—

—

514

Repurchase of ordinary shares

(2,681,964
)

(1
)

—

2,681,964

(60,317
)

—

(60,318
)
Share-based compensation expense

—

—

6,277

—

—

—

6,277

Net income

—

—

—

—

—

54,398

54,398

Balance at September 28, 2018

23,881,249

$
2

$
227,079

2,681,964

$
(60,317
)

$
56,460

$
223,224

	Nine Months Ended						Three Months Ended
	September 27, 2019			September 28, 2018			March 27, 2020			March 29, 2019
Cash flows from operating activities:
Net income	$	2,777		$	54,398		$	3,399		$	1,518
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		15,957			17,405			5,737			5,210
Share-based compensation		4,597			6,277			2,865			1,330
Deferred income taxes		(869	)		(6,246	)		722			3
Amortization of debt issuance costs		696			731			243			212
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net		(36,853	)		(14,646	)		(2,724	)		(13,610	)
Inventories, net		15,284			22,569			(16,684	)		6,935
Prepaid expenses and other assets		3,492			1,336			(868	)		1,357
Accounts payable		23,413			(48,104	)		(12,380	)		895
Accrued liabilities		661			(3,711	)		(568	)		(1,994	)
Other liabilities		(4,152	)		(2,639	)		(778	)		(2,279	)
Net cash provided by operating activities		25,003			27,370
Net cash used in operating activities								(21,036	)		(423	)
Cash flows from investing activities:
Capital expenditures		(8,348	)		(11,385	)		(2,470	)		(4,782	)
Cash paid for acquisitions, net of cash acquired		—			(1,443	)
Cash paid for intangible assets		(8,147	)		—
Net cash used in investing activities		(16,495	)		(12,828	)		(2,470	)		(4,782	)
Cash flows from financing activities:
Issuance of ordinary shares under share-based compensation plans		3,217			6,215			2,658			2,067
Employees' taxes paid upon vesting of restricted share units		(222	)		(70	)		(993	)		(111	)
Repurchase of ordinary shares		(1,599	)		(60,318	)		—			(1,599	)
Debt issuance and modification costs		—			(2,092	)
Borrowings on revolving credit facility		5,000			17,162			5,000			5,000
Repayments on revolving credit facility		(22,000	)		(5,000	)		—			(8,000	)
Repayments on term loan		(6,563	)		(6,722	)		(2,188	)		(4,375	)
Net cash used in financing activities		(22,167	)		(50,825	)
Net cash provided by (used in) financing activities								4,477			(7,018	)
Net decrease in cash		(13,659	)		(36,283	)		(19,029	)		(12,223	)
Cash at beginning of year		43,834			69,304
Cash at end of quarter	$	30,175		$	33,021
Cash at beginning of period								60,612			43,834
Cash at end of period							$	41,583		$	31,611
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	6,115		$	5,987		$	2,136		$	3,255
Cash paid during the period for taxes	$	1,961		$	2,166
Cash paid during the period for taxes, net of refunds							$	34		$	107
Supplemental disclosures of non-cash activities:
Capital expenditures included in accounts payable	$	712		$	790		$	652		$	958
Right-of-use assets obtained in exchange for new operating lease liabilities							$	328		$	—

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.

We use a 5252- or ~~53 week~~53-week fiscal year ending on the last Friday in December. The three months ended ~~September~~March 27, ~~2019~~2020 and ~~September 28, 2018~~March 29, 2019 were both 13 weeks. References to the ~~third~~first quarter of ~~2019~~2020 and ~~2018~~2019 refer to the ~~three month~~three-month periods then ended. References to fiscal year ~~2019~~2020 refer to our fiscal year ending December ~~27, 2019.~~25, 2020.

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.

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.

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. Subsequent to the end of the first quarter, but before these financial statements were issued, we reached a mutual settlement with the counterparty of a contract dispute and, accordingly, recorded a $1.4 million contract settlement loss to cost of sales, as the settlement provided evidence relating to a loss that existed at March 27, 2020.

In ~~February~~June 2016, the FASB issued ASU 2016‑~~02,~~13, ~~Leases~~Financial Instruments–Credit Losses (Topic ~~842)~~326): Measurement of Credit Losses on Financial Instruments~~, which consists of a comprehensive lease accounting standard. Under~~. This standard changes the ~~new standard, assets and liabilities arising from most leases will be recognized~~methodology for measuring credit losses on ~~the balance sheet. Leases will be classified as either operating or financing,~~financial instruments 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,~~when such losses are recorded. ~~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,~~on the first day of ~~fiscal year 2019, using this optional transition method.~~

~~The new standard provides a number~~the first quarter 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 leases2020, 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.~~financial statements.

In ~~June~~August 2018, the FASB issued ASU 2018‑~~07,~~15, ~~Compensation-Stock Compensation (Topic 718)~~Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350‑40): ~~Improvements to Non-Employee Share-Based Payment~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ~~This standard is intended to reduce cost and complexity and to improve financial reporting~~The new guidance clarifies the accounting 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.implementation costs in cloud computing arrangements. We adopted ~~ASU 2018‑07~~the standard on ~~December 29, 2018,~~ the first day of ~~fiscal year 2019, which~~the first quarter of 2020, and the adoption did not have a significant impact on our ~~consolidated~~ financial statements.

	September 27, 2019			December 28, 2018			March 27, 2020			December 27, 2019
Raw materials	$	71,218		$	90,713		$	94,811		$	85,329
Work in process		25,534			20,852			42,188			31,825
Finished goods		16,996			17,233			14,244			17,700
Excess and obsolete adjustment		(7,926	)		(7,692	)		(7,522	)		(7,817	)
Total inventories, net	$	105,822		$	121,106		$	143,721		$	127,037

	September 27, 2019			December 28, 2018			March 27, 2020			December 27, 2019
Machinery	$	30,729		$	29,885		$	35,449		$	33,684
Leasehold improvements		23,044			15,333			28,001			27,835
Computer software, hardware, and equipment		5,370			4,884			5,920			5,796
Office furniture, fixtures and equipment		1,121			1,058			1,038			1,040
Vehicles		26			26			26			26
Construction-in-process		8,087			9,514			4,074			3,760
		68,377			60,700			74,508			72,141
Less accumulated depreciation		(25,321	)		(18,960	)		(30,022	)		(27,600	)
Total property and equipment, net	$	43,056		$	41,740		$	44,486		$	44,541

Depreciation expense was ~~$2.2~~$2.4 million and ~~$2.0~~$2.1 million for the ~~third~~first quarter of 2020 and 2019, ~~and 2018, respectively, and $6.3 million and $5.9 million for the nine months ended September 27, 2019 and September 28, 2018,~~ respectively.

	September 27, 2019										March 27, 2020
	Gross value		Accumulated amortization			Accumulated impairment charges		Carrying amount		Weighted average useful life	Gross value		Accumulated amortization			Accumulated impairment charges		Carrying amount		Weighted average useful life
Trademarks	$	9,690	$	(7,508	)	$	—	$	2,182	10.0 years	$	9,690	$	(7,992	)	$	—	$	1,698	10.0 years
Customer relationships		82,986		(39,791	)		—		43,195	7.8 years		82,986		(45,445	)		—		37,541	7.8 years
Developed technology		11,047		(1,057	)		—		9,990	10.0 years		11,047		(1,593	)		—		9,454	10.0 years
Total intangible assets	$	103,723	$	(48,356	)	$	—	$	55,367		$	103,723	$	(55,030	)	$	—	$	48,693

	December 28, 2018										December 27, 2019
	Gross value		Accumulated amortization			Accumulated impairment charges		Carrying amount		Weighted average useful life	Gross value		Accumulated amortization			Accumulated impairment charges		Carrying amount		Weighted average useful life
Trademarks	$	9,690	$	(6,781	)	$	—	$	2,909	10.0 years	$	9,690	$	(7,750	)	$	—	$	1,940	10.0 years
Customer relationships		82,986		(31,308	)		—		51,678	7.8 years		82,986		(42,621	)		—		40,365	7.8 years
Developed technology		2,900		(592	)		—		2,308	10.0 years		11,047		(1,325	)		—		9,722	10.0 years
Total intangible assets	$	95,576	$	(38,681	)	$	—	$	56,895		$	103,723	$	(51,696	)	$	—	$	52,027

~~During the second quarter of 2019, we acquired certain developed technology assets for $8.1 million, which have a weighted average useful life of 10 years.~~

~~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 ~~without consideration~~plus options to extend that we are reasonably certain to take. Lease expense for ~~renewal options. As most of our~~operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit ~~rate,~~rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

We lease facilities under various non-cancellable operating leases expiring through ~~2024.~~2025. 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 ~~September~~March 27, ~~2019,~~2020, we had no operating leases executed for which the rental period had not yet commenced.

	Nine Months Ended		Three Months Ended
	September 27, 2019		March 27, 2020		March 29, 2019
Cash paid for amounts included in the measurement of lease liabilities:			$	1,284	$	1,164
Operating cash flows from operating leases	$	3,807
Right-of-use assets obtained in exchange for new operating lease liabilities	$	566
Weighted-average remaining lease term of operating leases	3.3 years		2.9 years		3.8 years
Weighted-average discount rate of operating leases	4.5%		4.5%		4.5%

Future minimum lease payments under non-cancelable leases as of ~~September~~March 27, ~~2019~~2020 are as follows:

2019, remaining	$	1,365
2020		5,271
2020, remaining				$	4,122
2021		4,754			4,830
2022		4,062			4,058
2023		1,096			1,163
2024					192
Thereafter		118			26
Total future minimum lease payments		16,666			14,391
Less imputed interest		(1,355	)		(997	)
Total lease liabilities	$	15,311		$	13,394

~~Future minimum lease payments under non-cancelable leases as of December 28, 2018, as reported under previous guidance, are as follows:~~

In response to the COVID‑19 pandemic, the CARES Act was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (the “2017 Tax Act”). Corporate taxpayers may carryback net operating losses (“NOLs”) originating in 2018 through 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the existing limitation on taxable income of 80% by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019, or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income, plus business interest income, subject to the existing 30% limit under the 2017 Tax Act, for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.

In addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property generally eligible for 15‑year cost-recovery and 100% bonus depreciation.

With the enactment of the CARES Act, we expect to generate an additional income tax refund of approximately $0.7 million from our NOL carryback provision, resulting from the benefit from additional interest and depreciation deductions. Accordingly, we recognized a benefit of $0.2 million related to the CARES Act in our income tax provision for the first quarter of 2020.

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 27, 2019			September 28, 2018			September 27, 2019			September 28, 2018			March 27, 2020			March 29, 2019
Income tax benefit	$	(221	)	$	(558	)	$	(1,687	)	$	(3,714	)	$	(242	)	$	(1,373	)
Income before income taxes	$	702		$	9,079		$	1,090		$	50,684		$	3,157		$	145
Effective income tax rate		-31.5	%		-6.1	%		-154.8	%		-7.3	%		-7.7	%		-946.9	%

Our effective tax rate for the ~~third~~first quarter of ~~2019~~2020 differs from the statutory rate due to taxes on foreign income that differ from the U.S. tax rate and ~~return-to-provision adjustments~~the release of the certain tax reserves related to ~~recently filed~~statute of limitation expirations and settlements, excess tax ~~returns.~~ benefits from share-based compensation and the impact of the CARES Act.

Our effective tax rate for the ~~nine months ended September 27,~~first quarter of 2019 differs from the statutory rate due to taxes on foreign income that differ from the U.S. tax rate, the release of certain tax reserves related to statute of limitation expirations and settlements, and excess tax benefits from share-based compensation.

Our effective tax rate for the three and nine months ended September 28, 2018 differs from the statutory rate due to taxes on foreign income that differ from the U.S. tax rate, accrued withholding taxes, excess tax benefits from share-based compensation, and the release of a valuation allowance against our foreign tax credit carryforwards.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately ~~$1.9~~$2.1 million at ~~September~~March 27, ~~2019.~~2020. The related interest and penalties were zero and $0.4 million, respectively. The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant.

As of ~~September~~March 27, ~~2019,~~2020, we were not under examination by tax authorities.

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. Matching contributions were ~~$0.4~~$0.5 million and ~~$0.3~~$0.4 million for the ~~third~~first quarter of ~~2019~~2020 and ~~2018, respectively, and $1.1 million and $1.1 million for the nine months ended September 27,~~ 2019, ~~and September 28, 2018,~~ respectively.

	September 27, 2019			December 28, 2018			March 27, 2020			December 27, 2019
Term loan	$	164,062		$	170,625		$	159,687		$	161,875
Revolving credit facility		17,162			34,162			24,162			19,162
Total principal amount of long-term debt		181,224			204,787			183,849			181,037
Less unamortized debt issuance costs		(3,224	)		(3,920	)		(2,740	)		(2,983	)
Total long-term debt, net		178,000			200,867			181,109			178,054
Less current portion		(8,750	)		(8,750	)		(8,750	)		(8,750	)
Total long-term debt, less current portion, net	$	169,250		$	192,117		$	172,359		$	169,304

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 debt modification.

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 ~~September~~March 27, ~~2019,~~2020, the term loan and revolving credit facility bore interest at the Eurodollar rate option of ~~4.83%~~4.44% and ~~4.66%~~4.19%, respectively.

Term loan principal payments of $2.2 million are due on a quarterly basis. The term loan and revolving credit facility mature on February 15, 2023.

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 $50.0 million increase to the share repurchase program.

During the nine months ended September 27, 2019, we repurchased 97,910 ordinary shares for a total cost of $1.6 million at an average price of $16.34 per share. At September 27, 2019, $8.4 million remained available to repurchase ordinary shares under the repurchase program.

The 2016 Omnibus Incentive 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”~~options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards. Forfeited or expired awards are returned to the incentive plan pool for future grants. Awards generally vest over four years, 25% on the first anniversary of the date of grant and quarterly ~~thereafter.~~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.

Share‑based compensation expense across all plans for ~~Options,~~options, RSUs, and employee share purchase rights was ~~$1.8~~$2.9 million and $1.3 million for the ~~third~~first quarter of ~~2019~~2020 and ~~2018, respectively, and $4.6 million and $6.3 million for the nine months ended September 27,~~ 2019, ~~and September 28, 2018,~~ respectively.

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

500,127

—

$
22.47

Exercised

(238,121
)

—

$
11.09

Forfeited

(118,835
)

—

$
22.10

Expired

(65,596
)

—

$
16.84

Outstanding, September 27, 2019

1,784,016

65,908

$
20.42

5.0 years

$
7,666

Exercisable, September 27, 2019

662,819

65,908

$
17.18

3.7 years

$
5,376

	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 27, 2019		1,688,938			65,908	$	20.57
Granted		37,952			—	$	31.89
Exercised		(113,539	)		—	$	21.87
Forfeited or expired		—			—	$	—
Outstanding, March 27, 2020		1,613,351			65,908	$	20.74	4.5 years	$	3,803
Exercisable, March 27, 2020		697,920			65,908	$	17.49	3.2 years	$	3,604

	Number of Restricted Share Units							Number of Restricted Share Units
	Time vesting			Performance vesting		Weighted average grant date fair value per share		Time vesting			Performance vesting		Weighted average grant date fair value per share
Unvested, December 28, 2018		192,300			—	$	22.64
Unvested, December 27, 2019									389,170			17,730	$	23.03
Granted		266,237			17,730	$	22.37		78,479			—	$	32.08
Vested		(70,309	)		—	$	23.09		(88,399	)		—	$	23.72
Forfeited		(6,875	)		—	$	25.41		—			—	$	—
Unvested, September 27, 2019		381,353			17,730	$	22.32
Unvested, March 27, 2020									379,250			17,730	$	24.67

During the second quarter of 2019, an executive was granted 17,730 performance-vesting RSUs (“PRSUs”) that cliff-vest upon the satisfaction of certain financial metrics for fiscal year 2020. The PRSUs expire if the financial metrics are not met.

The 2017 Employee Stock Purchase Plan (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.

During the ~~nine months ended September 27, 2019, 47,645~~first quarter of 2020, 16,520 ordinary shares were purchased by eligible employees under the 2017 ESPP. As of ~~September~~March 27, ~~2019,~~2020, approximately 2.4 million ordinary shares remain available for purchase under the 2017 ESPP.

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:

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 27, 2019		September 28, 2018		September 27, 2019		September 28, 2018		March 27, 2020		March 29, 2019
United States of America	$	77,997	$	103,563	$	231,529	$	417,207	$	120,841	$	76,633
Singapore		53,806		45,626		134,083		190,843		73,209		36,979
Europe		13,225		17,692		38,115		46,565		14,959		15,093
Other		9,428		8,326		27,755		27,594		11,019		9,126
Total net sales	$	154,456	$	175,207	$	431,482	$	682,209	$	220,028	$	137,831

The following table sets forth the computation of basic and diluted earnings per share and a reconciliation of the numerator and denominator used in the calculation:

	Three Months Ended				Nine Months Ended				Three Months Ended
	September 27, 2019		September 28, 2018		September 27, 2019		September 28, 2018		March 27, 2020		March 29, 2019
Numerator:
Net income	$	923	$	9,637	$	2,777	$	54,398	$	3,399	$	1,518
Denominator:
Basic weighted average ordinary shares outstanding		22,454,408		24,352,995		22,373,181		25,352,489		22,737,163		22,269,827
Dilutive effect of Options		222,470		302,468		237,908		459,921
Dilutive effect of options										322,469		243,136
Dilutive effect of RSUs		40,423		18,112		18,239		27,638		119,960		19,046
Dilutive effect of ESPP		1,581		1,337		527		446		1,535		4,200
Diluted weighted average ordinary shares outstanding		22,718,882		24,674,912		22,629,855		25,840,494		23,181,127		22,536,209
Earnings per share:
Net income:
Basic	$	0.04	$	0.40	$	0.12	$	2.15	$	0.15	$	0.07
Diluted	$	0.04	$	0.39	$	0.12	$	2.11	$	0.15	$	0.07

A combined total of ~~1,480,627, 1,303,905, 1,622,252~~approximately 720,000 and ~~1,218,053~~1,320,000 potentially dilutive ~~Options~~options and RSUs were excluded from the calculation of net income per share for the ~~third~~first quarter of ~~2019, third quarter of 2018, nine months ended September 27, 2019,~~2020 and ~~September 28, 2018,~~2019, respectively, because including them would have been antidilutive under the treasury stock method.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The following discussion contains forward‑looking statements based upon our current plans, expectations, and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward‑looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this report, particularly in “Risk Factors.”

We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems for semiconductor capital equipment. Our primary offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery subsystems deliver, monitor and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition. Our chemical delivery subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as electroplating and cleaning. We also manufacture certain components such as weldments and precision machined components for use in fluid delivery systems for direct sales to our customers. This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and chemical systems, respectively.

Fluid delivery subsystems ensure accurate measurement and uniform delivery of specialty gases and chemicals at critical steps in the semiconductor manufacturing process. Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of manufacturing defects in these processes. Historically, semiconductor OEMs internally designed and manufactured the fluid delivery subsystems used in their process tools. Currently, most OEMs outsource the design, engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us. Additionally, many OEMs are also increasingly outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to manufacture these subsystems. Outsourcing these subsystems has allowed OEMs to leverage the suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes. We believe that this outsourcing trend has enabled OEMs to reduce their fixed costs and development time, as well as provided significant growth opportunities for specialized subsystems suppliers like us.

We have a global footprint with production facilities in Malaysia, Singapore, South Korea, California, Florida, Minnesota, Oregon, and Texas. Our two largest customers by revenue were Lam Research and Applied Materials for all periods presented.

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 27, 2019			September 28, 2018			September 27, 2019			September 28, 2018			March 27, 2020			March 29, 2019
	(dollars in thousands)												(dollars in thousands)
Net sales	$	154,456		$	175,207		$	431,482		$	682,209		$	220,028		$	137,831
Gross profit	$	20,693		$	28,214		$	60,449		$	114,688		$	28,774		$	20,223
Gross margin		13.4	%		16.1	%		14.0	%		16.8	%		13.1	%		14.7	%
Operating expenses	$	17,371		$	16,666		$	51,178		$	56,704		$	23,274		$	17,286
Operating income	$	3,322		$	11,548		$	9,271		$	57,984		$	5,500		$	2,937
GAAP net income	$	923		$	9,637		$	2,777		$	54,398
Non-GAAP adjusted net income	$	6,748		$	13,601		$	17,417		$	67,772
U.S. GAAP net income													$	3,399		$	1,518
Non-GAAP net income (1)													$	12,058		$	5,551

The COVID-19 pandemic and related economic repercussions have created, and are expected to continue to create, significant volatility, uncertainty, and turmoil in our industry. Government shutdowns and “social distancing” guidelines are, and will continue to, result in reduced factory capacity. In addition, an increase in direct costs within our factories associated with employee personal protective equipment (“PPE”), facility cleaning and layout changes, together with increases in logistics costs and employee labor costs, as well as other operating inefficiencies have resulted in, and may continue to result in, lower revenues and operating margins. The extent and duration of these impacts cannot be specifically quantified given the dynamic nature and breadth of the pandemic’s impact on our operations and that of our customers and suppliers. See “Risk Factors” in Part II, Item 1A of this Current Report on Form 10‑Q.

The following table sets forth our unaudited results of operations for the periods presented. The period‑to‑period comparison of results is not necessarily indicative of results for future periods.

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 27, 2019			September 28, 2018			September 27, 2019			September 28, 2018			March 27, 2020			March 29, 2019
	(in thousands)												(in thousands)
Consolidated Statements of Operations Data:
Net sales	$	154,456		$	175,207		$	431,482		$	682,209		$	220,028		$	137,831
Cost of sales		133,763			146,993			371,033			567,521			191,254			117,608
Gross profit		20,693			28,214			60,449			114,688			28,774			20,223
Operating expenses:
Research and development		2,987			2,123			8,012			7,152			3,322			2,391
Selling, general, and administrative		11,048			10,658			33,491			38,016			16,618			11,758
Amortization of intangible assets		3,336			3,885			9,675			11,536			3,334			3,137
Total operating expenses		17,371			16,666			51,178			56,704			23,274			17,286
Operating income		3,322			11,548			9,271			57,984			5,500			2,937
Interest expense		2,663			2,553			8,193			7,360			2,374			2,768
Other income, net		(43	)		(84	)		(12	)		(60	)
Other expense (income), net														(31	)		24
Income before income taxes		702			9,079			1,090			50,684			3,157			145
Income tax benefit		(221	)		(558	)		(1,687	)		(3,714	)		(242	)		(1,373	)
Net income		923			9,637			2,777			54,398			3,399			1,518

The following table sets forth our unaudited results of operations as a percentage of our total sales for the periods presented.

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 27, 2019			September 28, 2018			September 27, 2019			September 28, 2018			March 27, 2020			March 29, 2019

Consolidated Statements of Operations Data:
Net sales		100.0			100.0			100.0			100.0			100.0			100.0
Cost of sales		86.6			83.9			86.0			83.2			86.9			85.3
Gross profit		13.4			16.1			14.0			16.8			13.1			14.7
Operating expenses:
Research and development		1.9			1.2			1.9			1.0			1.5			1.7
Selling, general, and administrative		7.2			6.1			7.8			5.6			7.6			8.5
Amortization of intangible assets		2.2			2.2			2.2			1.7			1.5			2.3
Total operating expenses		11.2			9.5			11.9			8.3			10.6			12.5
Operating income		2.2			6.6			2.1			8.5			2.5			2.1
Interest expense		1.7			1.5			1.9			1.1			1.1			2.0
Other income, net		0.0			0.0			0.0			0.0
Other expense (income), net														0.0			0.0
Income before income taxes		0.5			5.2			0.3			7.4			1.4			0.1
Income tax benefit		(0.1	)		(0.3	)		(0.4	)		(0.5	)		(0.1	)		(1.0	)
Net income		0.6			5.5			0.6			8.0			1.5			1.1

Comparison of the Three ~~and Nine~~ Months Ended ~~September~~March 27, ~~2019~~2020 and ~~September 28, 2018~~March 29, 2019

Three Months Ended

Change

Nine Months Ended

Change

September 27,
2019

September 28,
2018

Amount

%

September 27,
2019

September 28,
2018

Amount

%

(dollars in thousands)

Net sales

$
154,456

$
175,207

$
(20,751
)

-11.8
%

$
431,482

$
682,209

$
(250,727
)

-36.8
%

	Three Months Ended				Change
	March 27, 2020		March 29, 2019		Amount		%
	(dollars in thousands)
Net sales	$	220,028	$	137,831	$	82,197		59.6	%

The ~~decrease~~increase in net sales from the ~~three and nine months ended September 28, 2018~~first quarter of 2019 to the ~~three and nine months ended September 27, 2019~~first quarter of 2020 was primarily due to ~~reduced~~increased demand from our customers as a result of ~~a cyclical downturn~~growth in the global wafer fabrication equipment ~~market.~~market as it comes out of the recent cyclical downturn, as well as share-gains at our largest customers, partially offset by lower shipments due to factory output limitations associated with the COVID-19 pandemic (see “COVID‑19 Pandemic and Market Conditions Update” above for expanded commentary). On a geographic basis, sales in the U.S. ~~decreased~~increased by ~~$25.6~~$44.2 million to ~~$78.0~~$120.8 million ~~in the third quarter of 2019~~ and foreign sales increased by ~~$4.8~~$38.0 million to ~~$76.5 million. Sales in the U.S. decreased by $185.7 million to $231.5 million in the nine months ended September 27, 2019 and foreign sales decreased by $65.0 million to $200.0~~$99.2 million.

	Three Months Ended						Change						Nine Months Ended						Change						Three Months Ended						Change
	September 27, 2019			September 28, 2018			Amount			%			September 27, 2019			September 28, 2018			Amount			%			March 27, 2020			March 29, 2019			Amount		%
	(dollars in thousands)																								(dollars in thousands)
Cost of sales	$	133,763		$	146,993		$	(13,230	)		-9.0	%	$	371,033		$	567,521		$	(196,488	)		-34.6	%	$	191,254		$	117,608		$	73,646		62.6	%
Gross profit	$	20,693		$	28,214		$	(7,521	)		-26.7	%	$	60,449		$	114,688		$	(54,239	)		-47.3	%	$	28,774		$	20,223		$	8,551		42.3	%
Gross margin		13.4	%		16.1	%				- 270 bps				14.0	%		16.8	%				- 280 bps				13.1	%		14.7	%			- 160 bps

The ~~decrease~~increase in cost of sales and gross profit from the ~~three and nine months ended September 28, 2018~~first quarter of 2019 to the ~~three and nine months ended September 27, 2019~~first quarter of 2020 was primarily due to ~~decreased~~increased sales volume.

The decrease in our gross margin from the ~~three and nine months ended September 28, 2018~~first quarter of 2019 to the ~~three and nine months ended September 27, 2019~~first quarter of 2020 was primarily due increased costs to ~~customer~~operate our production facilities and ~~product mix as well as~~ lower factory ~~utilization.~~utilization in response to the COVID‑19 pandemic (see “COVID‑19 Pandemic and Market Conditions Update” above for expanded commentary). Our facilities in California and Malaysia were shutdown, pursuant to governmental orders, for durations ranging from approximately 1‑2 weeks near the end of the quarter. Additionally, during the first quarter of 2020, we reached a mutual settlement with the counterparty of a contract dispute and, accordingly, recorded a $1.4 million contract settlement loss to cost of sales. The impact of this settlement loss resulted in a 60 basis point reduction in our gross margin.

Three Months Ended

Change

Nine Months Ended

Change

September 27,
2019

September 28,
2018

Amount

%

September 27,
2019

September 28,
2018

Amount

%

(dollars in thousands)

Research and development

$
2,987

$
2,123

$
864

40.7
%

$
8,012

$
7,152

$
860

12.0
%

	Three Months Ended				Change
	March 27, 2020		March 29, 2019		Amount		%
	(dollars in thousands)
Research and development	$	3,322	$	2,391	$	931		38.9	%

The increase in research and development expenses from the ~~three and nine months ended September 28, 2018~~first quarter of 2019 to the ~~three and nine months ended September 27, 2019~~first quarter of 2020 was primarily due to $0.7 million in increased employee-related expense resulting from increased engineering ~~expense associated~~headcount, of which approximately $0.4 million was due to a small engineering team assumed in connection with ~~the~~our purchase of developed technology assets in the second quarter of 2019.

Three Months Ended

Change

Nine Months Ended

Change

September 27,
2019

September 28,
2018

Amount

%

September 27,
2019

September 28,
2018

Amount

%

(dollars in thousands)

Selling, general, and administrative

$
11,048

$
10,658

$
390

3.7
%

$
33,491

$
38,016

$
(4,525
)

-11.9
%

	Three Months Ended				Change
	March 27, 2020		March 29, 2019		Amount		%
	(dollars in thousands)
Selling, general, and administrative	$	16,618	$	11,758	$	4,860		41.3	%

The increase in selling, general, and administrative expense from the ~~third quarter of 2018 to the third~~first quarter of 2019 to the first quarter of 2020 was primarily due (i) $1.8 million in executive transition costs associated with the transition of our former CEO to Executive Chairman, (ii) $2.8 million in increased employee-related expense, of which $1.4 million was from increased share-based compensation expense, of(iii) $0.4 ~~million.~~

~~The decrease~~million in ~~selling, general,~~increased legal and ~~administrative expense from~~ professional fees, and (iv) $0.3 million in increased occupancy costs; partially offset by the ~~nine months ended September 28, 2018~~ ~~to the nine months ended September 27, 2019 was primarily due to a reduction in executive transition costs of $3.6 million from the retirement~~release of a ~~former officer~~$0.7 million indemnification asset in the first quarter of ~~2018; reduced employee related expenses of $0.9 million resulting from headcount reductions in the second half of 2018 and the first half of~~ 2019, ~~and reduced legal and consulting expenses of $0.9 million, partially offset by the one-time release of a tax indemnification asset of $0.7 million~~which was recorded in connection with our acquisition of Cal‑Weld ~~and reduced operating supplies expense~~in 2017, that did not repeat in the first quarter of ~~$0.4 million.~~2020.

Three Months Ended

Change

Nine Months Ended

Change

September 27,
2019

September 28,
2018

Amount

%

September 27,
2019

September 28,
2018

Amount

%

(dollars in thousands)

Amortization of intangibles assets

$
3,336

$
3,885

$
(549
)

-14.1
%

$
9,675

$
11,536

$
(1,861
)

-16.1
%

	Three Months Ended				Change
	March 27, 2020		March 29, 2019		Amount		%
	(dollars in thousands)
Amortization of intangibles assets	$	3,334	$	3,137	$	197		6.3	%

The ~~decrease~~increase in amortization expense from the ~~three and nine months ended September 28, 2018~~first quarter of 2019 to the ~~three and nine months ended September 27, 2019~~first quarter of 2020 was primarily due to ~~certain intangible assets being fully amortized as of the end of the fourth quarter of 2018, partially offset by~~ incremental amortization expense from purchased developed technology assets during the second quarter of 2019.

Three Months Ended

Change

Nine Months Ended

Change

September 27,
2019

September 28,
2018

Amount

%

September 27,
2019

September 28,
2018

Amount

%

(dollars in thousands)

Interest expense

$
2,663

$
2,553

$
110

4.3
%

$
8,193

$
7,360

$
833

11.3
%

	Three Months Ended				Change
	March 27, 2020		March 29, 2019		Amount			%
	(dollars in thousands)
Interest expense	$	2,374	$	2,768	$	(394	)		-14.2	%

The ~~increase~~decrease in interest expense from the ~~third~~first quarter of ~~2018~~2019 to the ~~third~~first quarter of ~~2019~~2020 was primarily due to ~~an increase~~a decrease in our weighted average interest rate, from ~~4.56%~~4.77% to ~~4.83%~~4.44%, ~~partially offset by~~and a $23.4 million decrease in our average amount borrowed during the quarter.

The increase in interest expense form the nine months ended September 28, 2018 to the nine months ended September 27, 2019 was primarily due to an increase in our weighted average interest rate, from 4.34% to 4.83%, and an increase in our average amount borrowed during the period.

The ~~changes~~change in other income, net ~~were~~was primarily due to exchange rate fluctuations on transactions denominated in the local currencies of our foreign operations, principally the Singapore ~~Dollar,~~dollar, Malaysian ~~Ringgit,~~ringgit, British pound, euro, and ~~British Pound.~~South Korean won.

Three Months Ended

Change

Nine Months Ended

Change

September 27,
2019

September 28,
2018

Amount

%

September 27,
2019

September 28,
2018

Amount

%

(dollars in thousands)

Income tax benefit

$
(221
)

$
(558
)

$
337

-60.4
%

$
(1,687
)

$
(3,714
)

$
2,027

-54.6
%

	Three Months Ended						Change
	March 27, 2020			March 29, 2019			Amount		%
	(dollars in thousands)
Income tax benefit	$	(242	)	$	(1,373	)	$	1,131		-82.4	%

The decrease in ~~the~~ income tax benefit from the ~~third~~first quarter of ~~2018~~2019 to the ~~third~~first quarter of ~~2019~~2020 was primarily due to discrete tax benefits recognized in the third quarter of 2018 compared to discrete tax expenses in the third quarter of 2019 related to the tax return filings, partially offset by an increase in tax benefits recognized in the third quarter of 2019 due to higher projected U.S. losses compared to 2018.

~~The~~a decrease in the tax benefit from the nine months ended September 28, 2018 to the nine months ended September 27, 2019 was primarily due to discrete tax benefits recognized in the second quarter of 2018 relating to the release of a valuation allowance against foreign tax credit carryforwards that did not repeat in the nine months ended September 27, 2019, partially offset by discrete tax benefits recognized in the first quarter of 2019 from the releasereleases of certain tax reserves related to statute of ~~limitations~~limitation expirations ~~and~~or settlements ~~as well as an increase in tax benefits recognized~~ in the ~~nine months ended September 27, 2019 due to higher projected U.S. losses~~first quarter of 2020 compared to ~~2018.~~the first quarter of 2019.

Management uses non-GAAP ~~adjusted net income~~metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view our results from management’s perspective. Non-GAAP ~~adjusted~~ net income is defined as: net income excluding (1) amortization of intangible assets, share-based compensation expense, and non-recurring expenses, including ~~adjustments to the cost of sales,~~contract settlement losses; and (2) the tax impacts associated with our non-GAAP adjustments, ~~related to those non-GAAP adjustments; and (2)~~as well as non-recurring discrete tax ~~items including tax impacts from releasing a valuation allowance related to foreign tax credits to the extent they are present in gross profit, operating income, and net income.~~items. Non-GAAP ~~adjusted~~ diluted EPS is defined as non-GAAP ~~adjusted~~ net income divided by weighted average diluted ordinary shares outstanding during the period.

The following table presents our unaudited non‑GAAP ~~adjusted~~ net income and a reconciliation from net income, the most comparable GAAP measure, for the periods indicated:

	Three Months Ended					Nine Months Ended						Three Months Ended
	September 27, 2019		September 28, 2018			September 27, 2019			September 28, 2018			March 27, 2020			March 29, 2019
	(dollars in thousands, except per share amounts)											(dollars in thousands, except per share amounts)
Non-GAAP Data:
U.S. GAAP net income	$	923	$	9,637		$	2,777		$	54,398		$	3,399		$	1,518
Non-GAAP adjustments:
Amortization of intangible assets		3,336		3,885			9,675			11,536			3,334			3,137
Share-based compensation		1,792		1,271			4,597			6,277			2,865			1,330
Other non-recurring expense, net (1)		476		397			2,323			2,283			2,690			1,351
Tax adjustments related to non-GAAP adjustments		221		(1,589	)		(1,955	)		(7,421	)
Tax benefit from release of valuation allowance (2)		—		—			—			(4,140	)
Fair value adjustment to inventory from acquisitions (3)		—		—			—			4,839
Contract settlement loss (2)													1,386			—
Tax adjustments related to non-GAAP adjustments (3)													(1,616	)		(1,785	)
Non-GAAP net income	$	6,748	$	13,601		$	17,417		$	67,772		$	12,058		$	5,551
U.S. GAAP diluted EPS	$	0.04	$	0.39		$	0.12		$	2.11		$	0.15		$	0.07
Non-GAAP diluted EPS	$	0.30	$	0.55		$	0.77		$	2.62		$	0.52		$	0.25
Shares used to compute diluted EPS		22,718,882		24,674,912			22,629,855			25,840,494			23,181,127			22,536,209

Included in this amount for the ~~third~~first quarter of ~~2018 are acquisition-related expenses, comprised primarily of expense associated with a two year retention agreement between the Company and key management personnel of IAN.~~

~~Included in this amount for the nine months ended September 27,~~ 2019 are (i) acquisition-related expenses, comprised primarily of a charge to expense from the extinguishment of an indemnification asset related to our acquisition of Cal‑Weld in 2017 and expense associated with ~~a two year~~the IAN retention agreement, ~~between the Company and key management personnel of IAN,~~ (ii) costs incurred in connection with reorganizing our key personnel and leadership, and (iii) non-capitalizable costs incurred in connection with ~~implementing~~our implementation of a new ERP system.

~~Included in this amount for the nine months ended September 28, 2018 are (i) separation benefits for a former officer that became effective in January 2018 and (ii) acquisition-related expenses.~~

Non-GAAP ~~adjusted net income has~~results have limitations as an analytical tool, and you should not consider itthem in isolation or as a substitute for ~~net income or any of~~ our ~~other operating~~ results reported under GAAP. Other companies may calculate ~~adjusted net income~~non-GAAP results differently or may use other measures to evaluate their performance, both of which could reduce the usefulness of our ~~adjusted net income~~non-GAAP results as a tool for comparison.

Because of these limitations, you should consider non-GAAP ~~adjusted net income~~results alongside other financial performance measures ~~including net income~~ and ~~other financial~~ results presented in accordance with GAAP. In addition, in evaluating non-GAAP ~~adjusted net income,~~results, you should be aware that in the future we will incur expenses such as those that are the subject of adjustments in deriving ~~adjusted net income~~non-GAAP results and you should not infer from our presentation of ~~adjusted net income~~non-GAAP results that our future results will not be affected by these expenses or any unusual or non-recurring items.

We ended the ~~third~~first quarter of 2020 with cash of ~~$30.2 million.~~$41.6 million, a decrease of $19.0 million from the end of the prior quarter. The decrease ~~of $13.7 million from December 28, 2018~~ was primarily due to ~~net payments on long-term debt~~cash used in operating activities of ~~$23.6~~$21.0 million and capital expenditures of ~~$8.3 million, cash paid for intangibles assets of $8.1 million, and share repurchases of $1.6~~$2.5 million, partially offset by ~~cash generated~~net proceeds from ~~operations~~our credit facilities of ~~$25.0~~$2.8 million and net proceeds from the issuance of ordinary shares under our share-based compensation plans of ~~$3.0~~$1.7 million.

WeThe various impacts of the COVID‑19 pandemic on the U.S. economy, our operations, and our industry have been significant. Nonetheless, at this time, we believe that our cash, the amounts available under our revolving credit facility, and our cash flows from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months.

	Nine Months Ended						Three Months Ended
	September 27, 2019			September 28, 2018			March 27, 2020			March 29, 2019
	(in thousands)						(in thousands)
Cash provided by operating activities	$	25,003		$	27,370
Cash used in operating activities							$	(21,036	)	$	(423	)
Cash used in investing activities		(16,495	)		(12,828	)		(2,470	)		(4,782	)
Cash used in financing activities		(22,167	)		(50,825	)
Cash provided by (used in) financing activities								4,477			(7,018	)
Net decrease in cash	$	(13,659	)	$	(36,283	)	$	(19,029	)	$	(12,223	)

Our cash ~~generated from operations of $25.0 million~~used in operating activities during the first ~~three quarters~~quarter of ~~2019~~2020 of $21.0 million consists of net income of ~~$2.8~~$3.4 million and net non-cash charges of ~~$20.4~~$9.6 million, ~~and a decrease~~offset by an increase in our net operating assets and liabilities of ~~$1.8~~$34.0 million. ~~Non-cash~~Net non-cash charges primarily consist of depreciation and amortization of ~~$16.0~~$5.7 million and share-based compensation of ~~$4.6~~$2.9 million. The ~~decrease~~increase in our net operating assets and liabilities was primarily due to an increase in ~~accounts payable~~inventories of ~~$23.4~~$16.7 million, a decrease in ~~inventories~~accounts payable of ~~$15.3~~$12.4 million, and ~~a decrease in prepaid expenses and other assets of $3.5 million, partially offset by~~ an increase in accounts receivable of ~~$36.9 million and a decrease in accrued and other liabilities of $3.5~~$2.7 million.

Our cash used in investing activities during the ~~nine months ended September 27, 2019~~first quarter of ~~$16.5~~2020 of $2.5 million ~~consisted~~consists of capital ~~expenditures of $8.3 million and acquired developed technology assets of $8.1 million.~~expenditures.

Our cash ~~used in~~provided by financing activities during the ~~nine months ended September 27, 2019~~first quarter of ~~$22.2~~2020 of $4.5 million ~~consisted~~consists of net ~~payments on long-term debt~~proceeds from our credit facilities of ~~$23.6 million and share repurchases of $1.6~~$2.8 million, partially offset by net proceeds from the issuance of ordinary shares under our share-based compensation plans of ~~$3.0~~$1.7 million.

Our consolidated financial statements have been prepared in accordance with U.S. ~~generally accepted accounting principles.~~GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected.

The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are identified and described in our annual consolidated financial statements and the notes included in our Annual Report on Form 10‑K for the year ended December ~~28, 2018~~27, 2019 (our “Annual Report”).

~~ITEM~~ITEM 3. QUANTITATIVE AND ~~QUALITATIVE~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Currently, substantially all of our sales and arrangements with ~~third‑party~~third-party suppliers provide for pricing and payment in U.S. dollars and, therefore, are not subject to material exchange rate fluctuations. As a result, we do not expect foreign currency exchange rate fluctuations to have a material effect on our results of operations. However, increases in the value of the U.S. dollar relative to other currencies would make our products more expensive relative to competing products priced in such other currencies, which could negatively impact our ability to compete. Conversely, decreases in the value of the U.S. dollar relative to other currencies could result in our foreign suppliers raising their prices in order to continue doing business with us.

While not currently significant, we do have certain operating expenses that are denominated in currencies of the countries in which our operations are located, and may be subject to fluctuations due to foreign currency exchange rates, particularly the Singapore dollar, Malaysian ringgit, British pound, ~~sterling,~~euro, and ~~euro.~~South Korean won. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our ~~statements~~statement of operations. To date, foreign currency transaction gains and losses have not been material to our financial statements, and we have not engaged in any foreign currency hedging transactions.

We had total ~~outstanding debt~~indebtedness of ~~$181.2~~$183.8 million as of ~~September~~March 27, ~~2019,~~2020, exclusive of ~~$3.2~~$2.7 million in debt issuance costs, of which $8.8 million was due within 12 months. The outstanding amount of debt included elsewhere in this report is net of debt issuance costs.

We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. We have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. The interest rate on our outstanding debt is ~~variable~~ based on LIBOR, the Prime Rate, or the Federal Funds Rate. A hypothetical 1% ~~change in the~~ interest rate change on our outstanding debt would have resulted in a $0.5 million change to interest expense during the ~~third~~first quarter of ~~2019,~~2020, or $1.8 million on an annualized basis.

We were the target of criminal fraud by persons impersonating one of our suppliers, which resulted in the transfer of funds to unauthorized bank accounts. The fraud did not represent a breach of our information systems, as confirmed by an external forensic examination, but rather it was a targeted phishing scam. Although our internal controls were not properly designed to prevent and timely detect the transfer of funds to unauthorized accounts, a secondary control was properly designed and operated effectively, which aided in a full recovery of all funds that were transferred. Accordingly, there was no financial loss to record in our financial statements.

As required by Rule 13a‑15(b) under the Exchange Act, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Exchange Act) as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on this evaluation, our CEO and CFO concluded that ~~because of a material weakness in our internal control over financial reporting,~~ our disclosure controls and procedures were ~~not~~ effective as of ~~September~~March 27, ~~2019.~~

Notwithstanding the identified material weakness described below, we did not identify any misstatements in our reported operating results or financial condition and we have determined that the financial statements and other information included in this report and other periodic filings present fairly in all material respects our financial condition, results of operations, and cash flows at and for the periods presented in accordance with U.S. GAAP.

We determined that certain internal controls required for safeguarding our cash assets were not properly designed due to insufficient specificity regarding our policies and procedures surrounding supplier banking information changes, not identifying segregation of duties, and insufficient training on exercising professional skepticism.

~~We have initiated a remediation plan and have completed the following actions:~~

We will continue to assess whether additional control enhancements are necessary. After the remediation plan is completed and in effect for a sufficient period of time, we will perform testing to determine its operating effectiveness.2020.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. If we cannot provide reliable financial information, our business, operating results, and share price could be negatively impacted. ~~Other than the changes associated with the remediation plan described above, there~~There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the ~~nine~~three months ended ~~September~~March 27, ~~2019~~2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~For~~We are currently not a ~~discussion of legal proceedings, see “Note 1 – Basis of Presentation and Selected Significant Accounting Policies, Commitments and Contingencies” in the Notes~~party to ~~Financial Statements (Unaudited) included in this report.~~any material pending or threatened litigation.

~~There have been no material changes~~This quarterly report should be read in conjunction with the risk factors included in our 2019 Annual Report. The following risk factor supersedes and replaces the risk factors ~~from those disclosed~~contained in our ~~2018~~2019 Annual Report ~~except~~under the caption entitled, “An outbreak of disease, global or localized health pandemic or epidemic or a similar public health threat, or the fear of such an event may impact economic activity, including, but not limited to demand for our products, workforce availability, and costs to manufacture our products.”

The extent to which the coronavirus (COVID-19) pandemic and measures taken in response thereto impact our business, results of operations and financial condition will continue to depend on future developments, which are highly uncertain and difficult to predict.

We are closely monitoring the outbreak of respiratory illness caused by COVID‑19. The virus has spread to many countries and has been declared by the World Health Organization to be a pandemic, resulting in action from federal, state and local governments that has significantly affected virtually all facets of the U.S. and global economies. The U.S. government has implemented enhanced screenings, quarantine requirements, and travel restrictions in connection with the COVID‑19 outbreak.

Shelter-in-place orders and other measures, including work-from-home and social distancing policies implemented to protect employees, have resulted in reduced workforce availability at product manufacturing sites, construction delays, and reduced capacity at some of our vendors and suppliers. Restrictions on our access to or operation of manufacturing facilities or on our support operations or workforce, or similar limitations for our vendors and suppliers, can impact our ability to meet customer demand and could have a material adverse effect on our financial condition and results of operations, particularly if prolonged. Similarly, current and future restrictions or disruptions of transportation, such as reduced availability of air transport, port closures, and increased border controls or closures, can also impact our ability to meet demand and could materially adversely affect us. Our customers have experienced, and may continue to experience, disruptions in their operations and supply chains, which can result in delayed, reduced, or canceled orders, or collection risks, and which may adversely affect our results of operations.

The disruption to global markets that has occurred due to the epidemic has increased uncertainty for semi-conductor demand. It is likely that the current outbreak and continued spread of COVID‑19 will cause an economic slowdown, and it is possible that it could cause a global recession. There is a significant degree of uncertainty and lack of visibility as to the extent and duration of any such slowdown or recession. Given the significant economic uncertainty and volatility created by the pandemic, it is difficult to predict the nature and extent of impacts on demand for our products. These expectations are subject to change without warning and investors are cautioned not to place undue reliance on them.

The spread of COVID‑19 has caused us to modify our business practices (including employee travel, employee work locations, cancellation of physical participation in meetings, events and conferences, and social distancing measures), and we may take further actions as may be required by government authorities or that we determine are ~~updating~~in the ~~risk factor entitled “~~Inbest interests of our employees, customers, partners, vendors, and suppliers. Work-from-home and other measures introduce additional operational risks, including cybersecurity risks, and have affected the ~~second quarter~~way we conduct our product development, validation, and qualification, customer support, and other activities, which could have an adverse effect on our operations. There is no certainty that such measures will be sufficient to mitigate the risks posed by the virus, and illness and workforce disruptions could lead to unavailability of ~~2017, we identified material weaknesses in~~key personnel and harm our ~~internal control over~~ability to perform critical functions.

The extent of the impact of COVID‑19 on our operational and financial ~~reporting~~performance will depend on future developments, including, but not limited to, the duration and spread of the outbreak and related travel advisories and restrictions, all of which are highly uncertain and cannot be predicted. Preventing the effects from and responding to this market disruption if any other public health threat, related or otherwise, may further increase costs of our business and may ~~identify additional~~have a material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our share price~~” as set forth below. These risk factors could materially and adversely affect~~adverse effect on our business, financial condition, and results of operations.

There are no comparable recent events that provide guidance as to the effect the spread of COVID‑19 as a global pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations ~~and~~or the ~~trading price~~global economy as a whole. However, the effects could materially heighten many of our ~~ordinary shares could decline. These risk factors do not identify all~~known risks that we face – our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. Due to risks and uncertainties, known and unknown, our past financial results may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

In previous periods, we identified material weaknesses in our internal control over financial reporting and, if we are unable to satisfy regulatory requirements relating to internal controls or if our internal control over financial reporting is not effective, our business and stock price could be adversely affected.

~~In connection with Section 404 of the Sarbanes-Oxley Act, we have identified~~described in the ~~past and may, from time-to-time in the future, identify issues with~~“Risk Factors” section of our ~~internal controls and deficiencies in our internal control over financial reporting. The most recent material weakness was identified by management during the quarter ended September 27,~~ 2019 and was related to the prevention and timely detection of unauthorized cash disbursements. In the past, we have identified other material weaknesses in our internal control over financial reporting, as described in our 2018 Annual Report. ~~If our remediation plan is not effective or~~ if our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

~~Information related to repurchases of our ordinary shares during the~~ ~~nine months ended September 27, 2019 is as follows:~~

Total Number of Shares Repurchased

Average Price Paid per Share

Total Number of
Shares Purchased
as Part of Publicly
Announced Program

Amount Available Under Repurchase Program (1)

(dollars in thousands, except per share amounts)

Amount available at December 28, 2018

$
10,021

December 2018

43,500

$
16.17

43,500

$
9,317

January 2019

54,410

$
16.47

54,410

$
8,421

February 2019

—

$
—

—

$
8,421

March 2019

—

$
—

—

$
8,421

Quarter ended March 29, 2019

97,910

$
16.34

97,910

$
8,421

Quarter ended June 28, 2019

—

$
—

—

$
8,421

Quarter ended September 27, 2019

—

$
—

—

$
8,421

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Cayman Islands	Not Applicable
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3185 Laurelview Ct. Fremont, CA	94538
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.0001	ICHR	The NASDAQ Stock Market LLC


~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of each exchange on which registered~~
~~Ordinary Shares, par value $0.0001~~	~~ICHR~~	~~The NASDAQ Stock Market LLC~~

PART I
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1312
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1918
ITEM 4.	CONTROLS AND PROCEDURES	1918

PART II
ITEM 1.	LEGAL PROCEEDINGS	2019
ITEM 1A.	RISK FACTORS	2019
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2120
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2120
ITEM 4.	MINE SAFETY DISCLOSURES	2120
ITEM 5.	OTHER INFORMATION	2120
ITEM 6.	EXHIBITS	2220

SIGNATURES		2321


Exhibit Number		Description

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a‑14(a) and 15d‑14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

Large accelerated filer	☐	Accelerated filer	☒

Non‑accelerated filer	☐	Small reporting company	☐

2019	$	4,910
2020		4,873
2021		4,356
2022		3,820
2023		1,103
Thereafter		120
Total future minimum lease payments		19,182

	Total Number of Shares Repurchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Amount Available Under Repurchase Program (1)
	(dollars in thousands, except per share amounts)
Amount available at December 28, 2018							$	10,021
December 2018		43,500	$	16.17		43,500	$	9,317
January 2019		54,410	$	16.47		54,410	$	8,421
February 2019		—	$	—		—	$	8,421
March 2019		—	$	—		—	$	8,421
Quarter ended March 29, 2019		97,910	$	16.34		97,910	$	8,421
Quarter ended June 28, 2019		—	$	—		—	$	8,421
Quarter ended September 27, 2019		—	$	—		—	$	8,421

	ICHOR HOLDINGS, LTD.

Date: ~~November 6, 2019~~May 5, 2020	By:	/s/ ~~Thomas M. Rohrs~~Jeffrey S. Andreson
		~~Thomas M. Rohrs~~Jeffrey S. Andreson
		~~Executive Chairman, Director and~~ Chief Executive Officer (Principal Executive Officer)

Date: ~~November 6, 2019~~May 5, 2020	By:	/s/ Larry J. Sparks
		Larry J. Sparks
		Chief Financial Officer (Principal Accounting and Financial Officer)