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 ~~October 28, 2021,~~May 6, 2022, the registrant had ~~28,410,653~~28,630,489 ordinary shares, $0.0001 par value per share, outstanding.

	September 24, 2021			December 25, 2020			April 1, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	128,038		$	252,899		$	34,516		$	75,495
Marketable securities		98,706			—
Accounts receivable, net		121,680			100,977			153,534			142,990
Inventories		193,930			134,756			263,851			236,133
Prepaid expenses and other current assets		7,161			7,082			7,662			8,153
Total current assets		549,515			495,714			459,563			462,771
Property and equipment, net		53,087			41,811			86,003			85,204
Operating lease right-of-use assets		8,681			10,088			34,054			29,790
Other noncurrent assets		7,350			5,503			12,110			9,166
Deferred tax assets, net		5,341			6,324			8,153			8,116
Intangible assets, net		29,676			39,845			84,578			89,927
Goodwill		174,887			174,887			335,902			335,902
Total assets	$	828,537		$	774,172		$	1,020,363		$	1,020,876
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	137,970		$	116,664		$	142,866		$	159,727
Accrued liabilities		19,038			20,792			21,661			19,066
Other current liabilities		13,413			10,700			14,185			14,377
Current portion of long-term debt		5,625			8,750			7,500			7,500
Current portion of lease liabilities		4,927			5,128			7,854			7,633
Total current liabilities		180,973			162,034			194,066			208,303
Long-term debt, less current portion, net		158,810			191,522			283,495			285,253
Lease liabilities, less current portion		3,989			5,272			26,563			22,354
Deferred tax liabilities, net		109			109			38			38
Other non-current liabilities		4,000			3,546			4,372			4,213
Total liabilities		347,881			362,483			508,534			520,161
Shareholders’ equity:
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding)		—			—			—			—
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 28,409,734 and 27,907,077 shares outstanding, respectively; 32,847,173 and 32,344,516 shares issued, respectively)		3			3
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 28,628,907 and 28,551,160 shares outstanding, respectively; 33,066,346 and 32,988,599 shares issued, respectively)								3			3
Additional paid in capital		412,246			399,311			420,513			417,438
Treasury shares at cost (4,437,439 shares)		(91,578	)		(91,578	)		(91,578	)		(91,578	)
Accumulated other comprehensive loss		(8	)		—
Retained earnings		159,993			103,953			182,891			174,852
Total shareholders’ equity		480,656			411,689			511,829			500,715
Total liabilities and shareholders’ equity	$	828,537		$	774,172		$	1,020,363		$	1,020,876

	Three Months Ended						Nine Months Ended					Three Months Ended
	September 24, 2021			September 25, 2020			September 24, 2021		September 25, 2020			April 1, 2022		March 26, 2021
Net sales	$	262,855		$	227,678		$	809,729	$	669,270		$	293,146	$	264,566
Cost of sales		219,218			195,172			679,227		578,728			249,214		225,054
Gross profit		43,637			32,506			130,502		90,542			43,932		39,512
Operating expenses:
Research and development		3,905			3,269			11,469		10,100			4,851		3,515
Selling, general, and administrative		15,147			13,367			44,195		43,098			23,267		14,349
Amortization of intangible assets		3,388			3,338			10,169		10,008			5,349		3,391
Total operating expenses		22,440			19,974			65,833		63,206			33,467		21,255
Operating income		21,197			12,532			64,669		27,336			10,465		18,257
Interest expense, net		1,487			2,052			4,997		6,728			1,532		1,919
Other expense (income), net		(104	)		242			103		213
Other expense, net													84		185
Income before income taxes		19,814			10,238			59,569		20,395			8,849		16,153
Income tax expense (benefit)		1,277			(310	)		3,529		(363	)
Income tax expense													810		1,515
Net income	$	18,537		$	10,548		$	56,040	$	20,758		$	8,039	$	14,638
Net income per share:
Basic	$	0.65		$	0.46		$	1.99	$	0.91		$	0.28	$	0.52
Diluted	$	0.64		$	0.45		$	1.93	$	0.89		$	0.28	$	0.51
Shares used to compute net income per share:
Basic		28,371,644			23,051,994			28,185,564		22,875,186			28,592,629		28,004,248
Diluted		29,024,862			23,347,460			28,961,308		23,199,618			29,023,455		28,729,112

Additional

Treasury

Accumulated

Total

For the three months ending September 24, 2021

Ordinary Shares

Paid-In

Shares

Other Comprehensive

Retained

Shareholders'

Shares

Amount

Capital

Shares

Amount

Income (Loss)

Earnings

Equity

Balance at June 25, 2021

28,326,559

$
3

$
408,626

4,437,439

$
(91,578
)

$
(24
)

$
141,456

$
458,483

Ordinary shares issued from exercise of stock options

35,783

—

723

—

—

—

—

723

Ordinary shares issued from vesting of restricted share units

25,900

—

(696
)

—

—

—

—

(696
)
Ordinary shares issued from employee share purchase plan

21,492

—

583

—

—

—

—

583

Share-based compensation expense

—

—

3,010

—

—

—

—

3,010

Other comprehensive loss

—

—

—

—

—

16

—

16

Net income

—

—

—

—

—

—

18,537

18,537

Balance at September 24, 2021

28,409,734

$
3

$
412,246

4,437,439

$
(91,578
)

$
(8
)

$
159,993

$
480,656

Additional

Treasury

Accumulated

Total

For the nine months ending September 24, 2021

Ordinary Shares

Paid-In

Shares

Other Comprehensive

Retained

Shareholders'

Shares

Amount

Capital

Shares

Amount

Income (Loss)

Earnings

Equity

Balance at December 25, 2020

27,907,077

$
3

$
399,311

4,437,439

$
(91,578
)

$
—

$
103,953

$
411,689

Ordinary shares issued from exercise of stock options

320,514

—

6,254

—

—

—

—

6,254

Ordinary shares issued from vesting of restricted share units

133,500

—

(2,614
)

—
��

—

—

—

(2,614
)
Ordinary shares issued from employee share purchase plan

48,643

—

1,189

—

—

—

—

1,189

Share-based compensation expense

—

—

8,106

—

—

—

—

8,106

Other comprehensive loss

—

—

—

—

—

(8
)

—

(8
)
Net income

—

—

—

—

—

—

56,040

56,040

Balance at September 24, 2021

28,409,734

$
3

412,246

4,437,439

$
(91,578
)

$
(8
)

$
159,993

$
480,656

					Additional			Treasury							Total							Additional			Treasury							Total
For the three months ending September 25, 2020	Ordinary Shares				Paid-In			Shares					Retained		Shareholders'
For the three months ending April 1, 2022																		Ordinary Shares				Paid-In			Shares					Retained		Shareholders'
	Shares		Amount		Capital			Shares		Amount			Earnings		Equity			Shares		Amount		Capital			Shares		Amount			Earnings		Equity
Balance at June 26, 2020		22,868,999	$	2	$	248,882			4,437,439	$	(91,578	)	$	80,884	$	238,190
Balance at December 31, 2021																			28,551,160	$	3	$	417,438			4,437,439	$	(91,578	)	$	174,852	$	500,715
Ordinary shares issued from exercise of stock options		262,940		—		3,319			—		—			—		3,319			42,753		—		955			—		—			—		955
Ordinary shares issued from vesting of restricted share units		12,065		—		(184	)		—		—			—		(184	)		34,994		—		(777	)		—		—			—		(777	)
Ordinary shares issued from employee share purchase plan		16,668		—		377			—		—			—		377
Share-based compensation expense		—		—		2,417			—		—			—		2,417			—		—		2,897			—		—			—		2,897
Net income		—		—		—			—		—			10,548		10,548			—		—		—			—		—			8,039		8,039
Balance at September 25, 2020		23,160,672	$	2	$	254,811			4,437,439	$	(91,578	)	$	91,432	$	254,667
Balance at April 1, 2022																			28,628,907	$	3	$	420,513			4,437,439	$	(91,578	)	$	182,891	$	511,829

					Additional			Treasury							Total
For the three months ending March 26, 2021	Ordinary Shares				Paid-In			Shares					Retained		Shareholders'
	Shares		Amount		Capital			Shares		Amount			Earnings		Equity
Balance at December 25, 2020		27,907,077	$	3	$	399,311			4,437,439	$	(91,578	)	$	103,953	$	411,689
Ordinary shares issued from exercise of stock options		105,600		—		2,381			—		—			—		2,381
Ordinary shares issued from vesting of restricted share units		30,423		—		(667	)		—		—			—		(667	)
Ordinary shares issued from employee share purchase plan		27,151		—		606			—		—			—		606
Share-based compensation expense		—		—		2,415			—		—			—		2,415
Net income		—		—		—			—		—			14,638		14,638
Balance at March 26, 2021		28,070,251	$	3	$	404,046			4,437,439	$	(91,578	)	$	118,591	$	431,062

Additional

Treasury

Total

For the nine months ending September 25, 2020

Ordinary Shares

Paid-In

Shares

Retained

Shareholders'

Shares

Amount

Capital

Shares

Amount

Earnings

Equity

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

385,276

—

5,913

—

—

—

5,913

Ordinary shares issued from vesting of restricted share units

123,500

—

(1,570
)

—

—

—

(1,570
)
Ordinary shares issued from employee share purchase plan

33,188

—

727

—

—

—

727

Share-based compensation expense

—

—

7,423

—

—

—

7,423

Net income

—

—

—

—

—

20,758

20,758

Balance at September 25, 2020

23,160,672

$
2

$
254,811

4,437,439

$
(91,578
)

$
91,432

$
254,667

	Nine Months Ended						Three Months Ended
	September 24, 2021			September 25, 2020			April 1, 2022			March 26, 2021
Cash flows from operating activities:
Net income	$	56,040		$	20,758		$	8,039		$	14,638
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		17,669			18,029			9,315			5,657
Share-based compensation		8,106			7,423			2,897			2,415
Deferred income taxes		985			64			(37	)		512
Amortization of debt issuance costs		725			726			117			242
Gain on sale of asset disposal group		(504	)		—
Other		319			—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net		(20,703	)		(19,272	)		(10,544	)		(7,697	)
Inventories		(59,174	)		(10,546	)		(27,718	)		(9,306	)
Prepaid expenses and other assets		1,720			(472	)		(650	)		512
Accounts payable		21,234			(23,693	)		(18,209	)		22,101
Accrued liabilities		(1,448	)		4,002			2,182			(3,467	)
Other liabilities		(558	)		1,103			(1,670	)		41
Net cash provided by (used in) operating activities		24,411			(1,878	)		(36,278	)		25,648
Cash flows from investing activities:
Capital expenditures		(18,704	)		(8,291	)		(3,417	)		(5,400	)
Purchase of marketable securities		(105,033	)		—
Proceeds from maturities and sales of marketable securities		6,000			—
Proceeds from sale of property and equipment		504			—
Net cash used in investing activities		(117,233	)		(8,291	)		(3,417	)		(5,400	)
Cash flows from financing activities:
Issuance of ordinary shares under share-based compensation plans		7,137			6,609			1,368			2,654
Employees' taxes paid upon vesting of restricted share units		(2,614	)		(1,570	)		(777	)		(667	)
Borrowings on revolving credit facility		—			30,000
Repayments on revolving credit facility		(30,000	)		—			—			(30,000	)
Repayments on term loan		(6,562	)		(6,563	)		(1,875	)		(2,188	)
Net cash provided by (used in) financing activities		(32,039	)		28,476
Net increase (decrease) in cash		(124,861	)		18,307
Net cash used in financing activities								(1,284	)		(30,201	)
Net decrease in cash								(40,979	)		(9,953	)
Cash at beginning of period		252,899			60,612			75,495			252,899
Cash at end of period	$	128,038		$	78,919		$	34,516		$	242,946
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	4,690		$	6,426		$	1,395		$	1,842
Cash paid during the period for taxes, net of refunds	$	1,786		$	179		$	106		$	667
Supplemental disclosures of non-cash activities:
Capital expenditures included in accounts payable	$	441		$	537		$	2,278		$	2,273
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,239		$	328
Right-of-use assets obtained in exchange for new operating lease liabilities, including those acquired through acquisitions							$	6,067		$	364

These consolidated unaudited 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. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by the SEC's rules and regulations for interim reporting. These consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10‑K for the year ended December ~~25, 2020.~~31, 2021.

We use a 52- or 53-week fiscal year ending on the last Friday in December. The three months ended ~~September 24,~~April 1, 2022 and March 26, 2021 ~~and September 25, 2020~~ were both 13 weeks. References to the ~~third~~first quarter of ~~2021~~2022 and ~~2020~~2021 refer to the three-month periods then ended. References to fiscal year ~~2021~~2022 and ~~2020~~2021 refer to our fiscal years ending December ~~31, 2021~~30, 2022 and December ~~25, 2020,~~31, 2021, respectively. Fiscal year 2022 and 2021 are 52 and ~~2020 are~~ 53 ~~and 52~~ weeks, respectively.

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 inventory valuation, uncertain tax positions, fair value assigned to stock options granted, and impairment analysis for both definite‑lived intangible assets and goodwill.

Cash and cash equivalents consist of deposits and financial instruments which are readily convertible into cash and have original maturities of 90 days or less at the time of acquisition. Marketable securities consist primarily of highly liquid investments with maturities of greater than 90 days when purchased. We classify our marketable securities as available-for-sale and, accordingly, report them at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss). Any unrealized losses which are considered to be other-than-temporary are recorded in other income (expense), net. Realized gains and losses on the sale of marketable securities are determined using the specific-identification method and recorded in other income (expense), net.

The carrying values of our ~~available-for-sale investments are subject to a periodic impairment review. If an available-for-sale~~financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and long-term debt, security’s fair value is less than its amortized cost basis, then we evaluate whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. Unrealized gains and losses not attributable to credit losses are included, net of ~~tax, in accumulated other comprehensive income (loss). We have 0t record an allowance for credit losses during 2021.~~unamortized debt issuance costs, approximate fair value.

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.

Inventories are stated at the lower of cost or net realizable value. The majority of our inventory values are based upon average costs. On a quarterly basis, we analyze the value of our inventory and periodically record write-downs for estimated excess and obsolete inventory. This analysis is based on estimated future consumption compared to inventory quantities on-hand. The estimate is based on how assumptions of historical consumption, recency of purchases, backlog, and other factors indicate future consumption. Once the value of inventory is adjusted, the original cost of our inventory, less the write-down, represents its new cost basis. Reversal of these write-downs are recognized only when the related inventory has been scrapped or sold.

In ~~December 2019,~~October 2021, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU ~~2019‑12,~~No. 2021‑08, ~~Income Taxes (Topic 740) – Simplifying the~~ Accounting for ~~Income Taxes~~Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805),. This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as ~~part~~if it had originated the acquired contracts. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of ~~its initiative to reduce complexity in accounting standards. The amendments in~~ the ASU ~~include removing exceptions to incremental intraperiod tax allocation of losses and gains from different financial statement components, exceptions to the method of recognizing income taxes on~~should be applied prospectively. Early adoption is also permitted, including adoption in an interim period losses, and exceptions to deferred tax liability recognition related to foreign subsidiary investments. In addition, the ASU requires that entities recognize franchise tax based on an incremental method and requires an entity to evaluate the accounting for step-ups in the tax basis of goodwill as inside or outside of a business combination. Weperiod. If early adopted, the ~~standard on~~amendments are applied retrospectively to all business combinations for which the ~~first day~~acquisition date occurred during the fiscal year of ~~2021, and it did~~adoption. This ASU is currently not expected to have a ~~significant~~material impact on our consolidated financial statements.

	September 24, 2021			December 25, 2020			April 1, 2022			December 31, 2021
Raw materials	$	133,251		$	88,015		$	180,541		$	159,366
Work in process		50,306			38,184			66,912			62,537
Finished goods		23,831			21,299			31,336			28,281
Excess and obsolete adjustment		(13,458	)		(12,742	)		(14,938	)		(14,051	)
Total inventories	$	193,930		$	134,756		$	263,851		$	236,133

	September 24, 2021			December 25, 2020			April 1, 2022			December 31, 2021
Machinery	$	40,480		$	37,196		$	82,742		$	80,953
Leasehold improvements		32,838			29,616			37,174			36,706
Computer software, hardware, and equipment		6,620			6,501			8,031			8,031
Office furniture, fixtures and equipment		982			1,166			1,169			1,168
Vehicles		90			75			284			284
Construction-in-process		13,346			5,483			11,054			8,565
		94,356			80,037			140,454			135,707
Less accumulated depreciation		(41,269	)		(38,226	)		(54,451	)		(50,503	)
Total property and equipment, net	$	53,087		$	41,811		$	86,003		$	85,204

Depreciation expense was ~~$2.8~~$4.0 million and ~~$3.0~~$2.3 million for the ~~third~~first quarter of 2022 and 2021, ~~and 2020, respectively, and $7.5 million and $8.0 million for the nine months ended September 24, 2021 and September 25, 2020,~~ respectively.

We capitalize implementation costs associated with hosting arrangement that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To-date, these costs are those incurred to implement a new company-wide ERP system.

The following table summarizes capitalized cloud computing implementation costs:

Capitalized cloud computing implementation costs as of December 25, 2020	$	4,366
Capitalized cloud computing implementation costs as of December 31, 2021				$	8,054
Costs capitalized during the period		2,104			3,074
Capitalized costs amortized during the period		(151	)		(152	)
Capitalized cloud computing implementation costs as of September 24, 2021	$	6,319
Capitalized cloud computing implementation costs as of April 1, 2022				$	10,976

	September 24, 2021										April 1, 2022
	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	$	(9,442	)	$	—	$	248	10.0 years
Customer relationships		84,169		(62,577	)		—		21,592	7.7 years		120,962		(44,355	)		—		76,607	8.5 years
Developed technology		11,047		(3,211	)		—		7,836	10.0 years		11,047		(3,755	)		—		7,292	10.0 years
Order backlog												2,600		(1,921	)		—		679	6 months
Total intangible assets	$	104,906	$	(75,230	)	$	—	$	29,676		$	134,609	$	(50,031	)	$	—	$	84,578

	December 25, 2020										December 31, 2021
	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	$	(8,717	)	$	—	$	973	10.0 years
Customer relationships		84,169		(53,946	)		—		30,223	7.8 years		146,569		(65,953	)		—		80,616	8.7 years
Developed technology		11,047		(2,398	)		—		8,649	10.0 years		11,047		(3,483	)		—		7,564	10.0 years
Order backlog												2,600		(853	)		—		1,747	6 months
Total intangible assets	$	104,906	$	(65,061	)	$	—	$	39,845		$	160,216	$	(70,289	)	$	—	$	89,927

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. Our leases generally do not provide an implicit 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 ~~2026.~~2031. 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 24, 2021,~~April 1, 2022, we had 01 operating lease executed for which the rental period had not yet commenced.

	Nine Months Ended				Three Months Ended
	September 24, 2021		September 25, 2020		April 1, 2022		March 26, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	3,979	$	4,096	$	1,823	$	1,376

September 24,

2021

September 25,

2020

April 1,

2022

March 26,

2021

Weighted-average remaining lease term of operating leases

2.6 years

2.5 years

5.8 years

2.2 years

Weighted-average discount rate of operating leases

4.1%

4.5%

2.2%

4.4%

Future minimum lease payments under non-cancelable leases as of ~~September 24, 2021~~April 1, 2022 are as follows:

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 24, 2021			September 25, 2020			September 24, 2021			September 25, 2020			April 1, 2022			March 26, 2021
Income tax expense (benefit)	$	1,277		$	(310	)	$	3,529		$	(363	)
Income tax expense													$	810		$	1,515
Income before income taxes	$	19,814		$	10,238		$	59,569		$	20,395		$	8,849		$	16,153
Effective income tax rate		6.4	%		-3.0	%		5.9	%		-1.8	%		9.2	%		9.4	%

Our effective tax ~~rate~~rates for the ~~three~~first quarter of 2022 and ~~nine months ended September 24,~~ 2021 ~~differs~~differ from the statutory rate primarily due to taxes on foreign income that differ from the U.S. tax rate, including a tax holiday in Singapore, and the impact of share-based compensation activity during the quarter.

Our effective tax rate for the three and nine months ended September 25, 2020 differs from the statutory rate primarily due to taxes on foreign income that differ from the U.S. tax rate, including a tax holiday in Singapore, the impact of stock option exercises, and return-to-provision adjustments related to recently filed tax returns.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately ~~$3.2~~$3.6 million at ~~September 24, 2021.~~April 1, 2022. The related interest and penalties were insignificant. The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant.

As of ~~September 24, 2021,~~April 1, 2022, 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 matching maximum of 4% of a participant’s annual compensation. Matching contributions were ~~$0.5~~$1.0 million and ~~$0.5~~$0.6 million for the ~~third~~first quarter of 2022 and 2021, ~~and 2020, respectively and $1.6 million and $1.5 million for the nine months ended September 24, 2021 and September 25, 2020,~~ respectively.

	September 24, 2021			December 25, 2020			April 1, 2022			December 31, 2021
Term loan	$	146,563		$	153,125		$	148,125		$	150,000
Revolving credit facility		19,162			49,162			145,000			145,000
Total principal amount of long-term debt		165,725			202,287			293,125			295,000
Less unamortized debt issuance costs		(1,290	)		(2,015	)		(2,130	)		(2,247	)
Total long-term debt, net		164,435			200,272			290,995			292,753
Less current portion		(5,625	)		(8,750	)		(7,500	)		(7,500	)
Total long-term debt, less current portion, net	$	158,810		$	191,522		$	283,495		$	285,253

On ~~February 15, 2018,~~October 29, 2021, we entered into an amended and restated credit agreement, ~~(the “2018 Credit Agreement”),~~ which includes a ~~$175.0~~group of financial institutions as direct lenders underlying the agreement. The credit agreement includes a $150.0 million term loan facility and a ~~$125.0~~$250.0 million revolving credit ~~facility. 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.~~ facility (together, “credit facilities”). Term loan principal payments of ~~$2.2~~$1.9 million are due on a quarterly basis. The ~~2018 Credit Agreement matures~~credit facilities mature on ~~February 15, 2023.~~October 29, 2026.

Interest is charged at either the Base Rate or the ~~Eurodollar rate~~Bloomberg Short-Term Bank Yield (“BSBY”) Rate (as such terms are defined in the credit agreement) at our option, plus an applicable ~~margin.~~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~~BSBY Rate plus 1.00%. ~~The Eurodollar rate is equal to LIBOR, subject to a 1.00% floor for the term loan.~~ The applicable margin on Base Rate and ~~Eurodollar~~BSBY Rate loans is ~~0.75‑1.50%~~0.375‑1.375% and ~~1.75‑2.50%~~1.375‑2.375% per annum, respectively, depending on our leverage ratio. We are also charged a commitment fee of ~~0.20%-0.35%~~0.175%-0.350% on the unused portion of our revolving credit facility. Base Rate interest payments and commitment fees are due quarterly. ~~Eurodollar~~BSBY Rate interest payments are due on the last day of the applicable interest ~~period.~~period, or quarterly for applicable interest periods longer than 3 months. At ~~September 24, 2021, the term loan and revolving~~April 1, 2022, our credit ~~facility~~facilities bore interest atunder the ~~Eurodollar~~BSBY rate option of ~~3.00% and~~ ~~2.15%, respectively.~~

On October 29, 2021, we executed an amended and restated credit agreement to refinance all outstanding indebtedness under our 2018 Credit Agreement. The credit agreement features a $150.0 million term loan and a revolving facility allowing for borrowings up to $250.0 million. The credit agreement lowers our overall borrowing rate by (i) decreasing the applicable margin, (ii) decreasing the revolving facility commitment fee, and (iii) removing the 1.00% Eurodollar Rate floor that was associated with the term loan. Under the new credit agreement, the Eurodollar Rate, which was equal to LIBOR, is replaced with the Bloomberg Short-Term Bank Yield Index (‘BSBY’)2.01%. ~~Additionally, the maturity date is extended to~~ ~~October 2026~~, and the maximum permitted leverage ratio is increased to 3.5x from 3.0x. Quarterly term loan payments of $1.9 million commence on March 31, 2022. The impact of the term loan payment schedule under the new credit agreement has been recognized in these consolidated financial statements, which is reflected in the $5.6 million balance of current portion of long-term debt.

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”), 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 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, RSUs, and employee share purchase rights was ~~$3.0~~$2.9 million and $2.4 million for the ~~third~~first quarter of ~~2021~~2022 and ~~2020, respectively, and $8.1 million and $7.4 million for the nine months ended September 24, 2021 and September 25, 2020, respectively.~~2021.

	Number of Stock Options											Number of Stock Options
	Service condition			Performance condition			Weighted average exercise price per share		Weighted average remaining contractual term	Aggregate intrinsic value (in thousands)		Service condition			Weighted average exercise price per share		Weighted average remaining contractual term	Aggregate intrinsic value
Outstanding, December 25, 2020		1,325,826			65,908		$	22.22
Outstanding, December 31, 2021													921,469		$	23.20
Granted		—			0		$	—					—		$	—
Exercised		(254,606	)		(65,908	)	$	19.51					(42,753	)	$	22.33
Forfeited or expired		(42,888	)		0		$	20.72					(13,501	)	$	22.55
Outstanding, September 24, 2021		1,028,332			—		$	23.13	4.1 years	$	21,900
Exercisable, September 24, 2021		620,681			—		$	22.71	3.6 years	$	13,481
Outstanding, April 1, 2022													865,215		$	23.26	3.6 years	$	9,322
Exercisable, April 1, 2022													630,492		$	23.08	3.3 years	$	6,901

	Number of Restricted Share Units									Number of Restricted Share Units
	Service condition			Performance condition		Market condition		Weighted average grant date fair value per share		Service condition			Performance condition		Market condition		Weighted average grant-date fair value per share
Unvested, December 25, 2020		564,626			—		—	$	24.09
Unvested, December 31, 2021											559,310			9,716		14,572	$	37.05
Granted		211,224			9,716		14,572	$	50.12		23,003			—		—	$	40.00
Vested		(192,319	)		—		—	$	21.13		(52,684	)		—		—	$	27.30
Forfeited		(25,931	)		—		—	$	27.92		(17,624	)		—		—	$	33.45
Unvested, September 24, 2021		557,600			9,716		14,572	$	34.44
Unvested, April 1, 2022											512,005			9,716		14,572	$	38.26

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 24, 2021, 48,643 ordinary shares were purchased by eligible employees under the 2017 ESPP.~~ As of ~~September 24, 2021,~~April 1, 2022, approximately 2.3 million ordinary shares remain available for purchase under the 2017 ESPP.

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 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020		April 1, 2022		March 26, 2021
Numerator:
Net income	$	18,537	$	10,548	$	56,040	$	20,758	$	8,039	$	14,638
Denominator:
Basic weighted average ordinary shares outstanding		28,371,644		23,051,994		28,185,564		22,875,186		28,592,629		28,004,248
Dilutive effect of options		430,713		176,292		510,074		232,026		292,828		449,656
Dilutive effect of RSUs		221,379		117,623		265,295		91,889		135,860		269,002
Dilutive effect of ESPP		1,126		1,551		375		517		2,138		6,206
Diluted weighted average ordinary shares outstanding		29,024,862		23,347,460		28,961,308		23,199,618		29,023,455		28,729,112
Securities excluded from diluted weighted average ordinary shares outstanding (1)		173,000		1,215,000		188,000		1,306,000
Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1)										267,000		75,000
Earnings per share:
Net income:
Basic	$	0.65	$	0.46	$	1.99	$	0.91	$	0.28	$	0.52
Diluted	$	0.64	$	0.45	$	1.93	$	0.89	$	0.28	$	0.51

~~We measure certain assets and liabilities, including cash equivalents and marketable securities, at fair value.~~ Whenever possible, the fair values of our financial assets and liabilities are determined using quoted market prices of identical securities or quoted market prices of similar securities from active markets. The three levels of inputs that may be used to measure fair value are as follows:

~~As of September 24, 2021, assets measured at fair value on a recurring basis were as follows:~~

Level 1

Level 2

Level 3

Total

Cash equivalents:

Money market funds

$
30,940

$
—

$
—

$
30,940

U.S. treasuries

10,000

—

—

10,000

Marketable securities:

U.S. treasuries

52,604

—

—

52,604

Commercial paper

—

35,989

—

35,989

Corporate bonds

—

10,113

—

10,113

Total assets

$
93,544

$
46,102

$
—

$
139,646

The difference between amortized cost and fair value of marketable securities, due to unrealized gains and losses, was immaterial and is recorded as a component of accumulated other comprehensive income (loss). We did not have any other-than-temporary unrealized gains or losses at either period-end included in these financial statements.

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 1 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 24, 2021		September 25, 2020		September 24, 2021		September 25, 2020		April 1, 2022		March 26, 2021
United States of America	$	127,672	$	125,538	$	404,553	$	364,071	$	142,470	$	139,134
Singapore		94,831		73,196		282,369		220,732		103,295		86,324
Europe		16,430		18,191		56,199		51,686		24,392		17,330
Other		23,922		10,753		66,608		32,781		22,989		21,778
Total net sales	$	262,855	$	227,678	$	809,729	$	669,270	$	293,146	$	264,566

Foreign long-lived assets, exclusive of deferred tax assets, were ~~$40.1~~$39.0 million and ~~$31.5~~$38.4 million at ~~September 24, 2021~~April 1, 2022 and December ~~25, 2020,~~31, 2021, respectively.

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

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on these statements. All statements other than statements of historical fact included in this report are forward-looking statements. These statements relate to analyses and other information, which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. These statements are contained in many sections of this report, including those in Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, include our dependence on expenditures by manufacturers in the semiconductor capital equipment industry; our reliance on a very small number of original equipment manufacturer customers for a significant portion of our sales; our customers’ significant negotiating leverage; competition in our industry; risks associated with weakness in the global economy and geopolitical instability, including the war in Ukraine; and other factors set forth in this report, and those set forth in Part I – Item 1A. Risk Factors of our 2021 Annual Report on Form 10‑K and our other filings with the Securities and Exchange Commission (“SEC”). All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in Part I – Item 1A. Risk Factors to our 2021 Annual Report on Form 10-K, as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated unaudited 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 and components for semiconductor capital equipment. Our product offerings include gas and chemical delivery systems and subsystems, collectively known as fluid delivery systems and 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 systems and subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also ~~manufacture precision machined~~provide precision-machined components, weldments, e‑beam and laser-welded components, precision vacuum and hydrogen brazing and surface treatment technologies, and other proprietary ~~products for use in fluid delivery systems for direct sales to our customers.~~products. 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 processes. Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of manufacturing defects in these processes. Most OEMs outsource all or a portion of 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 costs and development time, as well as provide growth opportunities for specialized subsystems suppliers like us.

We have a global footprint with production facilities in California, Minnesota, Oregon, Texas, Singapore, Malaysia, the United Kingdom, Korea, and Mexico.

The following table summarizes key financial information for the periods indicated. Amounts are presented in accordance with GAAP unless explicitly identified as being a non-GAAP metric. For a description of our non-GAAP metrics and reconciliations to the most comparable GAAP metrics, please refer to Part I –Item 22. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Non-GAAP Financial Results within this report.

Three Months Ended

Nine Months Ended

September 24,
2021

September 25,
2020

September 24,
2021

September 25,
2020

(dollars in thousands)

Net sales

$
262,855

$
227,678

$
809,729

$
669,270

Gross profit

$
43,637

$
32,506

$
130,502

$
90,542

Gross margin

16.6
%

14.3
%

16.1
%

13.5
%
Non-GAAP gross margin

16.7
%

14.6
%

16.6
%

14.1
%
Operating expenses

$
22,440

$
19,974

$
65,833

$
63,206

Operating income

$
21,197

$
12,532

$
64,669

$
27,336

Net income

$
18,537

$
10,548

$
56,040

$
20,758

Non-GAAP net income

$
23,421

$
14,581

$
71,453

$
39,208

Diluted EPS

$
0.64

$
0.45

$
1.93

$
0.89

Non-GAAP diluted EPS

$
0.81

$
0.62

$
2.47

$
1.69

The COVID‑19 pandemic and ~~related economic repercussions~~associated macroeconomic impacts, including supply chain disruptions, tightened labor markets, and overall increased inflation have created, and are expected to continue to create significant volatility, uncertainty, and turmoil in our industry. While our facilities are currently not subject to any site-wide government shutdowns, ~~in June 2021, the Malaysian government instituted an Enhanced Movement Control Order (“EMCO”), which impacted our weldment facility in Malaysia through both on-site employee~~and restrictions ~~as well as a complete shutdown of all manufacturing in the region during early July. While~~have eased around social, business, travel, and governmental activities, we were able to reopen our factory in mid-July, once the government confirmed we were an essential business, we remained under headcount limitations until the third week of August. With 50% of our weldment capacity located in Malaysia, our overall output in the country was reduced by 40% in the third quarter due to the EMCO restrictions.

~~In addition to the recent impacts in Malaysia,~~have experienced increases in direct costs and inefficiencies 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~~and certain component shortages. These factors 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.

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 24, 2021			September 25, 2020			September 24, 2021		September 25, 2020			April 1, 2022		March 26, 2021
	(in thousands)											(in thousands)
Consolidated Statements of Operations Data:
Net sales	$	262,855		$	227,678		$	809,729	$	669,270		$	293,146	$	264,566
Cost of sales		219,218			195,172			679,227		578,728			249,214		225,054
Gross profit		43,637			32,506			130,502		90,542			43,932		39,512
Operating expenses:
Research and development		3,905			3,269			11,469		10,100			4,851		3,515
Selling, general, and administrative		15,147			13,367			44,195		43,098			23,267		14,349
Amortization of intangible assets		3,388			3,338			10,169		10,008			5,349		3,391
Total operating expenses		22,440			19,974			65,833		63,206			33,467		21,255
Operating income		21,197			12,532			64,669		27,336			10,465		18,257
Interest expense, net		1,487			2,052			4,997		6,728			1,532		1,919
Other expense (income), net		(104	)		242			103		213
Other expense, net													84		185
Income before income taxes		19,814			10,238			59,569		20,395			8,849		16,153
Income tax expense (benefit)		1,277			(310	)		3,529		(363	)
Income tax expense													810		1,515
Net income	$	18,537		$	10,548		$	56,040	$	20,758		$	8,039	$	14,638

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 24, 2021		September 25, 2020			September 24, 2021		September 25, 2020			April 1, 2022		March 26, 2021

Consolidated Statements of Operations Data:
Net sales		100.0		100.0			100.0		100.0			100.0		100.0
Cost of sales		83.4		85.7			83.9		86.5			85.0		85.1
Gross profit		16.6		14.3			16.1		13.5			15.0		14.9
Operating expenses:
Research and development		1.5		1.4			1.4		1.5			1.7		1.3
Selling, general, and administrative		5.8		5.9			5.5		6.4			7.9		5.4
Amortization of intangible assets		1.3		1.5			1.3		1.5			1.8		1.3
Total operating expenses		8.5		8.8			8.1		9.4			11.4		8.0
Operating income		8.1		5.5			8.0		4.1			3.6		6.9
Interest expense, net		0.6		0.9			0.6		1.0			0.5		0.7
Other expense (income), net		0.0		0.1			0.0		0.0
Other expense, net												0.0		0.1
Income before income taxes		7.5		4.5			7.4		3.0			3.0		6.1
Income tax expense (benefit)		0.5		(0.1	)		0.4		(0.1	)
Income tax expense												0.3		0.6
Net income		7.1		4.6			6.9		3.1			2.7		5.5

Comparison of the three ~~and nine~~ months ended ~~September 24,~~April 1, 2022 and March 26, 2021 ~~and September 25, 2020~~

Three Months Ended

Change

Nine Months Ended

Change

September 24,
2021

September 25,
2020

Amount

%

September 24,
2021

September 25,
2020

Amount

%

(dollars in thousands)

Net sales

$
262,855

$
227,678

$
35,177

15.5
%

$
809,729

$
669,270

$
140,459

21.0
%

	Three Months Ended				Change
	April 1, 2022		March 26, 2021		Amount		%
	(dollars in thousands)
Net sales	$	293,146	$	264,566	$	28,580		10.8	%

The increase in net sales from the ~~three and nine months ended September 25, 2020~~first quarter of 2021 to the ~~three and nine months ended September 24, 2021~~first quarter of 2022 was primarily due to strong demand from our customers as a result of continued growth in the global wafer fabrication equipment market as well as incremental revenues from our acquisition of IMG Companies, LLC (“IMG”) in November 2021, partially offset by production constraints as a result of challenges in our supply ~~chain, primarily due to the EMCO restrictions at our Malaysia factory beginning in June 2021, as noted above in the commentary above under the heading, “COVID‑19 Pandemic and Market Conditions Update,” and delivery timelines with certain key suppliers.~~chain.

Net sales to U.S. customers increased by ~~$2.1~~$3.3 million ~~and $40.5 million for~~in the ~~three and nine months ended September 24, 2021, respectively.~~first quarter of 2022 to $142.5 million. On a relative basis, net sales to U.S. customers as a percent of total net sales decreased from ~~55.1% and 54.4%~~52.6% in the first quarter of 2021 to 48.6% ~~and 50.0% for~~in the ~~three and nine months ended September 24, 2021, respectively.~~first quarter of 2022.

Net sales to international customers increased by ~~$33.0~~$25.2 million ~~and $100.0 million for~~in the ~~three and nine months ended September 24, 2021, respectively.~~first quarter of 2022 to $150.7 million. On a relative basis, net sales to international customers as a percent of total net sales increased from ~~44.8% and 45.6%~~47.4% in the first quarter of 2021 to ~~51.5% and 50.0% for~~51.4% in the ~~three and nine months ended September 24, 2021, respectively.~~first quarter of 2022.

	Three Months Ended						Change					Nine Months Ended						Change					Three Months Ended						Change
	September 24, 2021			September 25, 2020			Amount		%			September 24, 2021			September 25, 2020			Amount		%			April 1, 2022			March 26, 2021			Amount		%
	(dollars in thousands)																						(dollars in thousands)
Cost of sales	$	219,218		$	195,172		$	24,046		12.3	%	$	679,227		$	578,728		$	100,499		17.4	%	$	249,214		$	225,054		$	24,160		10.7	%
Gross profit	$	43,637		$	32,506		$	11,131		34.2	%	$	130,502		$	90,542		$	39,960		44.1	%	$	43,932		$	39,512		$	4,420		11.2	%
Gross margin		16.6	%		14.3	%			+ 230 bps				16.1	%		13.5	%			+ 260 bps				15.0	%		14.9	%			+ 10 bps

The increase in the gross amounts of cost of sales and gross profit ~~for~~from the ~~three and nine months ended September 24,~~first quarter of 2021 to the first quarter of 2022 were primarily due to the factors mentioned in the commentary above under the heading, “Net Sales.”.

The increase in our gross margin from the ~~three and nine months ended September 25, 2020~~first quarter of 2021 to the ~~three and nine months ended September 24, 2021~~first quarter of 2022 was primarily due to ~~increased factory utilization,~~accretive margins from our recent acquisition of IMG in November 2021, partially offset by increased materials, logistics, and ~~logistics~~labor costs, as we invest in our capacity to service present levels of strong customer demand in future quarters, and ~~increased factory inefficiency~~the impacts of component and material shortages, due to ~~challenges in our~~ supply chain ~~primarily due to the EMCO restrictions at our Malaysia~~challenges, reducing factory ~~in beginning in June 2021, as noted above in the commentary above under the heading, “COVID‑19 Pandemic and Market Conditions Update,” and delivery timelines with certain key suppliers.~~utilization.

~~The following discrete, non‑recurring items favorably impacted our gross margin for the three and nine months ended September 24, 2021 on a year-over-year basis:~~

Gross margin increased from the third quarter of 2020 to the third quarter of 2021 due to $0.4 million, or 18 basis points, in costs incurred in connection with the planned closure of our Union City, California facility in the third quarter of 2020 that did not recur in the third quarter of 2021. The facility ceased operations during the second quarter of 2021.

Gross margin increased from the nine months ended September 25, 2020 to the nine months ended September 24, 2021 due to a $1.4 million, or 21 basis point, contract settlement loss in the first quarter of 2020 that did not recur in the nine months ended September 24, 2021. This was partially offset by a $0.4 million, or 6 basis point, increase in Union City facility shutdown costs in the nine months ended September 24, 2021 compared to the nine months ended September 25, 2020.

Three Months Ended

Change

Nine Months Ended

Change

September 24,
2021

September 25,
2020

Amount

%

September 24,
2021

September 25,
2020

Amount

%

(dollars in thousands)

Research and development

$
3,905

$
3,269

$
636

19.5
%

$
11,469

$
10,100

$
1,369

13.6
%

	Three Months Ended				Change
	April 1, 2022		March 26, 2021		Amount		%
	(dollars in thousands)
Research and development	$	4,851	$	3,515	$	1,336		38.0	%

The increase in research and development expenses from the ~~three and nine months ended September 25, 2020~~first quarter of 2021 to the ~~three and nine months ended September 24, 2021~~first quarter of 2022 was primarily due to increased employee-related expense, as we expand our engineering team to design and engineer next generation, high performance solutions for our customers.

Three Months Ended

Change

Nine Months Ended

Change

September 24,
2021

September 25,
2020

Amount

%

September 24,
2021

September 25,
2020

Amount

%

(dollars in thousands)

Selling, general, and administrative

$
15,147

$
13,367

$
1,780

13.3
%

$
44,195

$
43,098

$
1,097

2.5
%

	Three Months Ended				Change
	April 1, 2022		March 26, 2021		Amount		%
	(dollars in thousands)
Selling, general, and administrative	$	23,267	$	14,349	$	8,918		62.2	%

The increase in selling, general, and administrative expense from the ~~third quarter of 2020 to the third~~first quarter of 2021 to the first quarter of 2022 was primarily due ~~(i) $1.6~~to a non-recurring loss accrual of $3.1 million related to a probable settlement of an employment-related legal matter; $3.0 million in increased employee-related expense, which is inclusive of a $0.5 million increase in share-based compensation expense, and (ii) $0.3 million in increased computer hardware and software costs to support the growing organization and our ERP implementation project, partially offset by (iii) $0.3 million in reduced professional and consulting fees.

~~The increase in~~incremental selling, general, and administrative expense from ~~the nine months ended September, 2020 to the nine months ended September 24,~~our acquisition of IMG in November 2021, ~~was primarily due to (i) $2.2~~$1.7 million in increased employee-related ~~expense, which is~~costs, inclusive of ~~a $0.2 million increase in~~increased share-based compensation ~~expense, (ii) $1.1~~expense; $0.8 million in increased ~~computer hardware~~professional, consulting, and ~~software costs to support the growing organization~~audit fees; and ~~our ERP implementation project, and (iii)~~ $0.3 million in ~~increase costs related to the shutdown of our Union City, California facility, partially offset by (iv) $1.8 million in reduced executive transition~~transaction-related fees costs associated with ~~the transition~~our acquisition of ~~our former CEO to executive chairman in the first quarter of 2020 that did not recur in the first quarter of 2021 and (v) $1.2 million in reduced professional and consulting fees.~~IMG.

Three Months Ended

Change

Nine Months Ended

Change

September 24,
2021

September 25,
2020

Amount

%

September 24,
2021

September 25,
2020

Amount

%

(dollars in thousands)

Amortization of intangibles assets

$
3,388

$
3,338

$
50

1.5
%

$
10,169

$
10,008

$
161

1.6
%

	Three Months Ended				Change
	April 1, 2022		March 26, 2021		Amount		%
	(dollars in thousands)
Amortization of intangibles assets	$	5,349	$	3,391	$	1,958		57.7	%

The increase in amortization expense from the ~~three and nine months ended September 25, 2020~~first quarter of 2021 to the ~~three and nine months ended September 24, 2021~~first quarter of 2022 was primarily due to incremental amortization expense from ~~the acquisition of a customer relationship~~ intangible ~~asset in December 2020~~assets acquired in connection with our acquisition of ~~a precision machining operation~~IMG in ~~Nogales, Mexico.~~November 2021, partially offset by reduced amortization expense due to an older customer relationship asset reaching full amortization in the fourth quarter of 2021.

Three Months Ended

Change

Nine Months Ended

Change

September 24,
2021

September 25,
2020

Amount

%

September 24,
2021

September 25,
2020

Amount

%

(dollars in thousands)

Interest expense, net

$
1,487

$
2,052

$
(565
)

-27.5
%

$
4,997

$
6,728

$
(1,731
)

-25.7
%

	Three Months Ended				Change
	April 1, 2022		March 26, 2021		Amount			%
	(dollars in thousands)
Interest expense, net	$	1,532	$	1,919	$	(387	)		-20.2	%

The decrease in interest expense, net from the ~~third quarter of 2020 to the third~~first quarter of 2021 to the first quarter of 2022 was primarily due to a ~~47‑~~147‑basis point decrease in our weighted average interest rate, from ~~3.37%~~3.30 % to ~~2.90%~~1.83%, respectively, and a ~~$38.7 million~~ decrease in ~~our~~debt issuance cost amortization expense, partially offset by a $105.0 million increase in average ~~amount borrowed~~debt outstanding during the ~~quarter.~~

~~The decrease in interest expense from the nine months ended September 25, 2020~~first quarter of 2022 compared to the ~~nine months ended September 24,~~first quarter of 2021 ~~was primarily due~~as a result of drawing $130.0 million on our revolving credit facility in November 2021 to ~~an 81‑basis point~~partially fund our acquisition of IMG. The decrease in our weighted average interest rate from ~~3.89% to 3.08%, and a $21.6 million decrease in our average amount borrowed during the nine‑month period.~~

The decrease in our weighted average interest rate during the three and nine months ended September 24, 2021 was primarily driven by continued quarterly reductions in our consolidated leverage ratio, starting with the first quarter of ~~2020,~~2021 to the first quarter of 2022 was primarily due to a decrease in our leverage ratio, which ~~lowers~~reduces the applicable margin component of our all-in ~~interest rate. Additionally, for the nine months ended September 24,~~borrowing rate, as well as lower overall applicable margins under our October 2021 ~~our weighted average interest rate was favorably impacted by reductions in LIBOR during the first half of 2021 compared to the first half of 2020.~~

~~Interest expense for the three~~amended and nine months ended September 24, 2021 is net of an insignificant amount of interest income, net of premium amortization, associated with our marketable securities, which were originally purchased in May 2021.restated credit agreement.

The change in other expense, net from the ~~three and nine months ended September 25, 2020~~first quarter of 2021 to the ~~three and nine months ended September 24, 2021~~first quarter of 2022 was primarily due to currency exchange rate ~~changes~~fluctuations during the quarter as a result of transactions denominated in the local currencies of our foreign operations. ~~These local currencies consist primarily of the Singapore dollar, Malaysian ringgit, and euro.~~

The ~~increase~~decrease in income tax expense from the ~~third~~first quarter of ~~2020~~2021 to the ~~third~~first quarter of ~~2021~~2022 was primarily due to ~~increased~~decreased taxable income in the U.S. in ~~2021~~the first quarter of 2022 and ~~a reduction in~~reduced benefits from share-based compensation activity during the quarter.

The increase in income tax expense from the nine months ended September 25, 2020 to the nine months ended September 24, 2021 was primarily due to increased taxable income in the U.S., partially offset by an increase in benefits from share-based compensation activity during the nine-month period.

Management uses non-GAAP 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 gross margin is defined as non-GAAP gross profit divided by net sales. Non-GAAP gross profit and non-GAAP net income are defined as: gross profit or net income excluding, as applicable, (1) amortization of intangible assets, share-based compensation expense, and non-recurring expenses, including ~~contract~~ settlement losses, ~~and~~ facility shutdown costs, and acquisition-related costs and charges, to the extent they are present in gross profit or net income; and (2) the tax impacts associated with our non-GAAP adjustments, as well as non-recurring discrete tax items. Non-GAAP diluted earnings per share (“EPS”) is defined as non-GAAP net income divided by weighted average diluted ordinary shares outstanding during the period.

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

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

The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and ~~and~~ a reconciliation from gross profit, the most comparable GAAP measure, for the periods indicated:

	Three Months Ended						Nine Months Ended
	September 24, 2021			September 25, 2020			September 24, 2021			September 25, 2020			Three Months Ended
	(dollars in thousands, except per share amounts)												April 1, 2022			March 26, 2021
U.S. GAAP gross profit	$	43,637		$	32,506		$	130,502		$	90,542		$	43,932		$	39,512
Non-GAAP adjustments:
Share-based compensation		343			289			947			724			551			306
Other non-recurring expense, net (1)		—			—			106			—
Contract settlement loss (2)		—			—			—			1,386
Facility shutdown costs (3)		—			408			2,297			1,883
Fair value adjustment to inventory from acquisitions (4)		—			—			211			—
Facility shutdown costs (1)														—			2,399
Fair value adjustment to inventory from acquisitions (2)														2,492			211
Other non-recurring expense, net (3)														—			106
Non-GAAP gross profit	$	43,980		$	33,203		$	134,063		$	94,535		$	46,975		$	42,534
U.S. GAAP gross margin		16.6	%		14.3	%		16.1	%		13.5	%		15.0	%		14.9	%
Non-GAAP gross margin		16.7	%		14.6	%		16.6	%		14.1	%		16.0	%		16.1	%

Included in this amount for the third quarter of 2020 are (i) severance costs associated with affected employees of $0.2 million, and (ii) accelerated depreciation charges associated with property and equipment expected to be abandoned at the time of facility closure of $0.2 million.

Included in this amount for the nine months ended September 24, 2021 are (i) write-off costs associated with inventories determined during the period to be obsolete of $2.6 million and (ii) severance costs associated with affected employees of $0.2 million, partially offset by (iii) a gain realized upon the sale of equipment and other fixed assets of $0.5 million.

Included in this amount for the nine months September 25, 2020 are (i) write-off costs associated with inventories determined during the period to be obsolete of $1.3 million, (ii) severance costs associated with affected employees of $0.4 million, and (iii) accelerated depreciation charges associated with property and equipment expected to be abandoned at the time of facility closure of $0.2 million.

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

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 24, 2021			September 25, 2020			September 24, 2021			September 25, 2020			April 1, 2022			March 26, 2021
	(dollars in thousands, except per share amounts)												(dollars in thousands, except per share amounts)
U.S. GAAP net income	$	18,537		$	10,548		$	56,040		$	20,758		$	8,039		$	14,638
Non-GAAP adjustments:
Amortization of intangible assets		3,388			3,338			10,169			10,008			5,349			3,391
Share-based compensation		3,010			2,417			8,106			7,423			2,897			2,415
Other non-recurring expense, net (1)		110			239			498			3,124
Contract settlement loss (2)		—			—			—			1,386
Facility shutdown costs (3)		—			481			2,682			2,017
Fair value adjustment to inventory from acquisitions (4)		—			—			211			—
Tax adjustments related to non-GAAP adjustments (5)		(1,624	)		(2,442	)		(6,253	)		(5,508	)
Facility shutdown costs (1)														—			2,510
Settlement loss (2)														3,100			—
Fair value adjustment to inventory from acquisitions (3)														2,492			211
Acquisition costs (4)														275			—
Other non-recurring expense, net (5)														—			278
Tax adjustments related to non-GAAP adjustments (6)														(1,974	)		(1,718	)
Non-GAAP net income	$	23,421		$	14,581		$	71,453		$	39,208		$	20,178		$	21,725
U.S. GAAP diluted EPS	$	0.64		$	0.45		$	1.93		$	0.89		$	0.28		$	0.51
Non-GAAP diluted EPS	$	0.81		$	0.62		$	2.47		$	1.69		$	0.70		$	0.76
Shares used to compute diluted EPS		29,024,862			23,347,460			28,961,308			23,199,618			29,023,455			28,729,112

Included in this amount for the the third quarter of 2020 are primarily (i) non-capitalized costs incurred in connection with our implementation of a new ERP system and a Sarbanes-Oxley (“SOX”) compliance program.

Included in this amount for the nine months ended September 24, 2021 are primarily (i) non-capitalized costs incurred in connection with our implementation of a new ERP system and a SOX compliance program.

Included in this amount for the nine months ended September 25, 2020 are primarily (i) a $1.8 million bonus payment to our former CEO in connection with his transition to executive chairman, (ii) acquisition-related expenses associated with a two-year retention agreement between the Company and key management personnel of IAN, (iii) non-capitalizable costs incurred in connection with our implementation of a new ERP system and a SOX compliance program, and (iv) a non-recurring settlement charge.

Included in this amount for the third quarter of 2020 are are (i) severance costs associated with affected employees of $0.2 million, and (ii) accelerated depreciation charges associated with property and equipment expected to be abandoned at the time of facility closure of $0.3 million.

Included in this amount for the nine months ended September 24, 2021 are (i) write-off costs associated with inventories determined during the period to be obsolete of $2.6 million, (ii) other shutdown related charges of $0.3 million, (iii) severance costs associated with affected employees of $0.2 million, partially offset by (iv) a gain realized upon the sale of equipment and other fixed assets of $0.5 million.

~~We ended the third quarter~~The following section discusses our liquidity and capital resources, including our primary sources of ~~2021~~liquidity and our material cash requirements. Our cash and cash equivalents are maintained in highly liquid and accessible accounts with ~~cash~~no significant restrictions.

Our primary liquidity requirements arise from: (i) working capital requirements, including procurement of $128.0 million, a decrease of $124.9 million from December 25, 2020. The decrease during the nine months ended September 24, 2021 was primarily due to purchases of marketable securities of $105.0 million,raw materials inventory for use in our factories and employee-related costs, (ii) business acquisitions, (iii) interest and principal payments ~~on long-term debt of $36.6 million,~~under our credit facilities, (iv) research and development investments and capital expenditures, and (v) payment of ~~$18.7 million, partially offset~~income taxes. We have no significant long-term purchase commitments related to procuring raw materials inventory. Our ability to fund these requirements will depend, in part, on our future cash flows, which are determined by ~~cash provided by~~our future operating ~~activities~~performance and are therefore subject to prevailing global macroeconomic conditions and financial, business, and other factors, some of ~~$24.4 million, proceeds from maturities and sales of marketable securities of $6.0 million, and net proceeds from the issuance of shares under~~which are beyond our ~~share-based compensation plans of $4.5 million.~~control.

We believe that our cash and cash equivalents, the amounts available under our ~~revolving~~ credit ~~facility,~~facilities, and our operating cash ~~flows from operations~~flow will be sufficient to ~~meet~~fund our ~~anticipated cash needs~~business and our current obligations for at least the next 12 ~~months.~~months and beyond.

Our ongoing sources of liquidity to fund our material cash requirements are primarily derived from: (i) sales to our customers and the related changes in our net operating assets and liabilities and (ii) proceeds from our credit facilities and equity offerings, when applicable.

We ended the first quarter of 2022 with cash and cash equivalents of $34.5 million, a decrease of $41.0 million from December 31, 2021. The decrease was primarily due to cash used in operating activities of $36.3 million and capital expenditures of $3.4 million

The following table sets forth a summary of operating, investing, and financing activities for the periods presented:

	Nine Months Ended						Three Months Ended
	September 24, 2021			September 25, 2020			April 1, 2022			March 26, 2021
	(in thousands)						(in thousands)
Cash provided by (used in) operating activities	$	24,411		$	(1,878	)	$	(36,278	)	$	25,648
Cash used in investing activities		(117,233	)		(8,291	)		(3,417	)		(5,400	)
Cash provided by (used in) financing activities		(32,039	)		28,476
Cash used in financing activities								(1,284	)		(30,201	)
Net decrease in cash	$	(124,861	)	$	18,307		$	(40,979	)	$	(9,953	)

Our cash ~~provided by~~used in operating activities of ~~$24.4~~$36.3 million during the ~~nine months ended September 24, 2021~~first quarter of 2022 consisted of net income of ~~$56.0~~$8.0 million, ~~and~~ net non-cash charges of ~~$27.3~~$12.3 million, ~~partially offset by~~primarily consisting of depreciation and amortization of $9.3 million and share-based compensation expense of $2.9 million, and an increase in our net operating assets and liabilities of ~~$58.9~~$56.6 million. ~~Net non-cash charges primarily consisted of depreciation and amortization of $17.7 million, share-based compensation of $8.1 million, and deferred taxes of $1.0 million.~~

The increase in our net operating assets and liabilities, net of acquisitions, was primarily due to ~~(i)~~ an increase in inventories of ~~$59.2~~$27.7 million, a decrease in accounts payable of $18.2 million, and an increase in accounts receivable of $10.5 million. The increase in our inventories is primarily driven ~~mostly~~ by ~~higher~~elevated purchasing activity pursuant to strong customer demand and certain supply chain ~~constraints, primarily due to a government-ordered shutdown of our Malaysia factory~~component constraints. The decrease in ~~July 2021, constraining production~~accounts payable and ~~shipments; (ii) an~~ increase in accounts receivable ~~of $20.7 million, driven mostly by~~were primarily due to fluctuations in payment timing to suppliers and from customers, as well as a higher ~~sales~~revenues in the ~~third~~last few weeks of the first quarter of ~~2021~~2022 compared to the last few weeks of the fourth quarter of 2020, as well as timing of customer payments; partially offset by (iii) an increase in accounts payable of $21.2 million, which is primarily due to higher purchases during the third quarter of 2021 compared to the fourth quarter of 2020, partially offset by timing of payments to suppliers.

~~Our cash~~Cash used in investing activities ~~of $117.2 million~~ during the ~~nine months ended September 24, 2021 consisted~~first quarter of ~~purchases~~2022 consists of ~~marketable securities of $105.0 million,~~ capital expenditures of $18.7 million, partially offset by proceeds from maturities and sales of marketable securities and proceeds from the sale of equipment and other fixed assets associated with our planned closure of our Union City, California facility of $0.5 million. Our capital expenditures primarily include capacity expansion projects, including machinery and clean rooms, at our factories. Pursuant to ASU 2018‑15, implementation costs associated with our new ERP implementation of approximately $2.1 million are capitalized as other non-current assets on our consolidated balances sheets and are reflected in cash provided by operating activities.expenditures.

~~Our cash~~Cash used in financing activities ~~of $32.0 million~~ during the ~~nine months ended September 24, 2021 consisted~~first quarter of 2022 consists of payments on long-term debt of ~~$36.6~~$1.9 million, ~~of which $30.0 million was a paydown on our revolving credit facility,~~ partially offset by net proceeds from ~~the issuance of shares under our~~ share-based compensation ~~plans~~activity of ~~$4.5 million.~~$0.6 million.

Our consolidated financial statements have been prepared in accordance with U.S. 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 2021 Annual Report on Form 10‑~~K for the year ended December 25, 2020 (our “Annual Report”).~~K.

~~Currently, substantially~~Substantially all of our sales arrangement with customers, and the significant majority of our arrangements with 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~~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, euro, Korean won, and ~~South Korean won.~~Mexican peso. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our 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.~~transactions.

We had total indebtedness of ~~$165.7~~$293.1 million as of ~~September 24, 2021,~~April 1, 2022, exclusive of ~~$1.3~~$2.1 million in debt issuance costs, of which ~~$8.8~~$7.5 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~~As of April 1, 2022, the interest rate on our outstanding debt is based on ~~LIBOR, the Prime Rate, or the Federal Funds Rate.~~BSBY, plus an applicable rate depending on our leverage ratio. A hypothetical 1%100 basis point change in the interest rate ~~change~~ on our outstanding debt would have resulted in a ~~$0.4~~$0.7 million change to interest expense during the ~~third~~first quarter of ~~2021,~~2022, or ~~$1.7~~$2.9 million on an annualized basis.

~~As required by Rule 13a‑15(b) under the Exchange Act, we~~We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (the certifying officers), 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 Securities and Exchange ~~Act)~~Act, as amended (“the Exchange Act”)) as of ~~the end of the period covered by this report.~~December 31, 2021. 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~~Chief Executive Officer and ~~CFO~~Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of ~~September 24,~~April 1, 2022, due to material weaknesses in internal control over financial reporting that was disclosed in Part II – Item 9A of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2021.

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.

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 period covered under this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As previously described in Part II – Item 9A of our Annual Report on Form 10‑K for the fiscal year ended December 31, 2021, we began implementing a remediation plan to address the material weaknesses mentioned above. The weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of these material weaknesses will be completed prior to the end of fiscal year 2022.

This quarterly report should be read in conjunction with the risk factors included in our ~~2020~~2021 Annual ~~Report.~~Report on Form 10‑K. There have been no material changes in our risk factors from the risk factors disclosed in that report. These risk factors do not identify all 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.

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

Large accelerated filer	☐☒	Accelerated filer	☒☐

Non‑accelerated filer	☐	Small reporting company	☐

PART I
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1512
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2319
ITEM 4.	CONTROLS AND PROCEDURES	2420

PART II
ITEM 1.	LEGAL PROCEEDINGS	2521
ITEM 1A.	RISK FACTORS	2521
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2521
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2521
ITEM 4.	MINE SAFETY DISCLOSURES	2521
ITEM 5.	OTHER INFORMATION	2521
ITEM 6.	EXHIBITS	2521

SIGNATURES		2622

2021, remaining	$	1,302
2022		4,699
2023		1,736
2024		797
2025		582
Thereafter		289
Total future minimum lease payments		9,405
Less imputed interest		(489	)
Total lease liabilities	$	8,916

					Additional			Treasury					Accumulated					Total
For the three months ending September 24, 2021	Ordinary Shares				Paid-In			Shares					Other Comprehensive			Retained		Shareholders'
	Shares		Amount		Capital			Shares		Amount			Income (Loss)			Earnings		Equity
Balance at June 25, 2021		28,326,559	$	3	$	408,626			4,437,439	$	(91,578	)	$	(24	)	$	141,456	$	458,483
Ordinary shares issued from exercise of stock options		35,783		—		723			—		—			—			—		723
Ordinary shares issued from vesting of restricted share units		25,900		—		(696	)		—		—			—			—		(696	)
Ordinary shares issued from employee share purchase plan		21,492		—		583			—		—			—			—		583
Share-based compensation expense		—		—		3,010			—		—			—			—		3,010
Other comprehensive loss		—		—		—			—		—			16			—		16
Net income		—		—		—			—		—			—			18,537		18,537
Balance at September 24, 2021		28,409,734	$	3	$	412,246			4,437,439	$	(91,578	)	$	(8	)	$	159,993	$	480,656

2022, remaining	$	6,209
2023		6,451
2024		5,711
2025		5,333
2026		4,857
Thereafter		7,917
Total future minimum lease payments		36,478
Less imputed interest		(2,061	)
Total lease liabilities	$	34,417

	Level 1		Level 2		Level 3		Total
Cash equivalents:
Money market funds	$	30,940	$	—	$	—	$	30,940
U.S. treasuries		10,000		—		—		10,000
Marketable securities:
U.S. treasuries		52,604		—		—		52,604
Commercial paper		—		35,989		—		35,989
Corporate bonds		—		10,113		—		10,113
Total assets	$	93,544	$	46,102	$	—	$	139,646


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*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

	ICHOR HOLDINGS, LTD.

Date: ~~November 3, 2021~~May 11, 2022	By:	/s/ Jeffrey S. Andreson
		Jeffrey S. Andreson
		Chief Executive Officer (Principal Executive Officer)

Date: ~~November 3, 2021~~May 11, 2022	By:	/s/ Larry J. Sparks
		Larry J. Sparks
		Chief Financial Officer (Principal Accounting and Financial Officer)