Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 29, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | UCTT | ||
Entity Registrant Name | Ultra Clean Holdings, Inc. | ||
Entity Central Index Key | 0001275014 | ||
Current Fiscal Year End Date | --12-30 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Common Stock, Shares Outstanding | 44,653,193 | ||
Entity Public Float | $ 1,688.9 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock, $0.001 par value | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 000-50646 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 61-1430858 | ||
Entity Address, Address Line One | 26462 Corporate Avenue | ||
Entity Address, City or Town | Hayward | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94545 | ||
City Area Code | 510 | ||
Local Phone Number | 576-4400 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the December 29, 2023 annual meeting of stockholders are incorporated by reference in Part III of this Form 10-K where indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 29, 2023 . | ||
Auditor Firm ID | 659 | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | Seattle, WA United States |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 29, 2023 | Dec. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 307 | $ 358.8 |
Accounts receivable, net of allowance for doubtful accounts of $1.0 and $01.5 at December 29, 2023 and December 30, 2022, respectively | 180.8 | 253.7 |
Inventories | 374.5 | 443.9 |
Prepaid expenses and other current assets | 30.9 | 42.4 |
Total current assets | 893.2 | 1,098.8 |
Property, plant and equipment, net | 328.3 | 279.6 |
Goodwill | 265.2 | 248.8 |
Intangible assets, net | 215.3 | 187.9 |
Deferred tax assets, net | 3.1 | 36 |
Operating lease right-of-use assets | 151.7 | 99 |
Other non-current assets | 10.9 | 10.8 |
Total assets | 1,867.7 | 1,960.9 |
Current liabilities: | ||
Bank borrowings, net of unamortized issuance cost | 17.6 | 20.8 |
Accounts payable | 192.9 | 253.5 |
Accrued compensation and related benefits | 47.7 | 52.5 |
Operating lease liabilities | 18.1 | 17.1 |
Other current liabilities | 33.7 | 45.3 |
Total current liabilities | 310 | 389.2 |
Bank borrowings, less of current portion, net of unamortized issuance cost | 461.2 | 493 |
Deferred tax liabilities | 19 | 52.2 |
Operating lease liabilities | 143 | 80.3 |
Other liabilities | 37.3 | 9.2 |
Total liabilities | 970.5 | 1,023.9 |
Commitments and contingencies (See Note 10) | ||
UCT stockholders’ equity: | ||
Preferred stock — $0.001 par value, 10.0 authorized; none outstanding | 0 | 0 |
Common stock - $0.001 par value, 90.0 authorized; 46.1 and 46.1 shares issued and 44.6 and 45.2 outstanding at December 29, 2023 and December 30, 2022, respectively | 0.1 | 0.1 |
Additional paid-in capital | 541.5 | 530.8 |
Common shares held in treasury, at cost, 1.5 and 0.9 shares at December 29, 2023 and December 30, 2022, respectively | (45) | (15.4) |
Retained earnings | 346.7 | 377.8 |
Accumulated other comprehensive loss | (4.4) | (5.4) |
Total UCT stockholders' equity | 838.9 | 887.9 |
Noncontrolling interests | 58.3 | 49.1 |
Total equity | 897.2 | 937 |
Total liabilities and equity | $ 1,867.7 | $ 1,960.9 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Dec. 29, 2023 | Dec. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Account receivable, allowance for doubtful accounts | $ 1 | $ 1.5 |
Debt Issuance Cost , Current , Net | 4.1 | 3.9 |
Debt Issuance Costs, Noncurrent, Net | $ 2.4 | $ 6.3 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10 | 10 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90 | 90 |
Common stock, shares issued | 46.1 | 46.1 |
Common stock, shares outstanding | 44.6 | 45.2 |
Treasury stock, shares | 1.5 | 0.9 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 1,734.5 | $ 2,374.3 | $ 2,101.6 |
Cost of revenues: | |||
Total cost revenues | 1,457.2 | 1,909.3 | 1,671.6 |
Gross margin | 277.3 | 465 | 430 |
Operating expenses: | |||
Research and development | 28.3 | 28.5 | 24.5 |
Sales and marketing | 51.8 | 54.4 | 48.2 |
General and administrative | 162 | 184.3 | 171.6 |
Net loss on divestitures | 0 | 77.4 | 0 |
Total operating expenses | 242.1 | 344.6 | 244.3 |
Income from operations | 35.2 | 120.4 | 185.7 |
Interest income | 4.1 | 0.9 | 0.4 |
Interest expense | (48.8) | (33.9) | (24.2) |
Other income (expense), net | (1.8) | 0.9 | (7.6) |
Income (loss) before provision for income taxes | (11.3) | 88.3 | 154.3 |
Provision for income taxes | 10.9 | 37.9 | 27.9 |
Net income (loss) | (22.2) | 50.4 | 126.4 |
Less: Net income attributable to noncontrolling interests | 8.9 | 10 | 6.9 |
Net income (loss) attributable to UCT | $ (31.1) | $ 40.4 | $ 119.5 |
Net income (loss) per share attributable to UCT common stockholders: | |||
Basic | $ (0.7) | $ 0.89 | $ 2.75 |
Diluted | $ (0.7) | $ 0.88 | $ 2.69 |
Shares used in computing net income (loss) per share: | |||
Basic | 44.7 | 45.2 | 43.5 |
Diluted | 44.7 | 45.7 | 44.4 |
Product Member | |||
Revenues: | |||
Revenue from contract with customer including assessed tax | $ 1,501.6 | $ 2,074.7 | $ 1,803.9 |
Cost of revenues: | |||
Cost of goods and service excluding depreciation depletion and amortization | 1,290.5 | 1,712.3 | 1,478.7 |
Services Member | |||
Revenues: | |||
Revenue from contract with customer including assessed tax | 232.9 | 299.6 | 297.7 |
Cost of revenues: | |||
Cost of goods and service excluding depreciation depletion and amortization | $ 166.7 | $ 197 | $ 192.9 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (22.2) | $ 50.4 | $ 126.4 |
Other comprehensive income (loss), net of tax: | |||
Change in cumulative translation adjustment | 1.5 | (9.9) | (5) |
Change in pension net actuarial gain | 0.4 | 1.2 | 0.4 |
Change in fair value of derivatives | (0.4) | 1 | (0.7) |
Total other comprehensive income (loss), net of tax | 1.5 | (7.7) | (5.3) |
Comprehensive income (loss) | (20.7) | 42.7 | 121.1 |
Comprehensive income, attributable to noncontrolling interests | (9.4) | (7.5) | (6.9) |
Comprehensive loss (income) attributable to UCT | $ (30.1) | $ 35.2 | $ 114.2 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (22.2) | $ 50.4 | $ 126.4 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities (excluding assets acquired, liabilities assumed and noncontrolling interests at acquisition): | |||
Depreciation and amortization | 37.6 | 38.4 | 34.1 |
Amortization of intangible assets | 24.1 | 30 | 33.4 |
Stock-based compensation | 12.1 | 19.1 | 15.8 |
Amortization of debt issuance costs | 3.9 | 3.9 | 3.4 |
Gain on sale of property, plant and equipment | (0.9) | (0.2) | 0.2 |
Change in the fair value of financial instruments | 1.7 | 1 | 12.4 |
Deferred income taxes | (12.4) | (0.2) | (3.2) |
Net loss on divestitures | 0 | 77.4 | 0 |
Gain from insurance proceeds | 0 | 0 | (7.3) |
Changes in assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | 78.5 | (15.7) | (53) |
Inventories | 80.8 | (84.4) | (125.1) |
Prepaid expenses and other current assets | 12.5 | (4.5) | (4.2) |
Other non-current assets | 0 | (3.4) | (0.8) |
Accounts payable | (61.5) | (68.4) | 170.6 |
Accrued compensation and related benefits | (5.6) | 7.1 | 1.8 |
Income taxes payable | (5.2) | (0.1) | 7.7 |
Operating lease assets and liabilities | 0.4 | (2.2) | (1.1) |
Other liabilities | (7.9) | (1) | 0.5 |
Net cash provided by operating activities | 135.9 | 47.2 | 211.6 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (75.8) | (100.1) | (59.3) |
Acquisition of businesses, net of cash acquired | (46.1) | 0 | (342.8) |
Proceeds from sale of equipment, including insurance proceeds | 2.2 | 0.5 | 7.7 |
Divestiture of subsidiaries | 0 | 3.4 | 0 |
Settlement of forward contracts in conjunction with acquisition | 0 | 0 | (10.4) |
Net cash used in investing activities | (119.7) | (96.2) | (404.8) |
Cash flows from financing activities: | |||
Principal payments on bank borrowings | (38.6) | (39.7) | (131.8) |
Repurchase of shares | (29.4) | (12.1) | 0 |
Employees’ taxes paid upon vesting of restricted stock units | (2.2) | (3.9) | (7.3) |
Payments of debt issuance costs | (0.3) | (0.7) | (8.9) |
Proceeds from issuance of common stock | 0.8 | 0.7 | 193.6 |
Payments of dividends to a joint venture shareholder | (0.2) | (0.3) | 0 |
Proceeds from bank borrowings | 0 | 0 | 415.2 |
Net cash provided by (used in) financing activities | (69.9) | (56) | 460.8 |
Effect of exchange rate changes on cash and cash equivalents | 1.9 | (2.7) | (1.4) |
Net increase (decrease) in cash and cash equivalents | (51.8) | (107.7) | 266.2 |
Cash and cash equivalents at beginning of period | 358.8 | 466.5 | 200.3 |
Cash and cash equivalents at end of period | 307 | 358.8 | 466.5 |
Supplemental cash flow information: | |||
Income taxes paid, net of income tax refunds | 31.2 | 36.8 | 23.1 |
Interest paid | 44.8 | 31.9 | 19.9 |
Non-cash investing and financing activities: | |||
Property, plant and equipment purchased included in accounts payable and other liabilities | 9.7 | 16.8 | 14.8 |
Fair value of HIS earn-out at acquisition date | 27.1 | 0 | 0 |
Reclassification of stock purchase commitment to noncontrolling interest | $ 0 | $ 0 | $ 16.5 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Shares [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total stock holder's Equity of UCT [Member] | Noncontrolling Interests [Member] |
Beginning balance at Dec. 25, 2020 | $ 551.2 | $ 0.1 | $ 312.8 | $ (3.3) | $ 217.9 | $ 5.1 | $ 532.6 | $ 18.6 |
Beginning balance, Shares at Dec. 25, 2020 | 40.6 | 0.6 | ||||||
Issuance under employee stock plans | 0.8 | 0.8 | 0.8 | |||||
Issuance under employee stock plans, Shares | 0.7 | |||||||
Issuance of common stock | 192.8 | 192.8 | 192.8 | |||||
Issuance of common stock, Shares | 3.7 | |||||||
Stock-based compensation expense | 15.8 | 15.8 | 15.8 | |||||
Employees’ taxes paid upon vesting of restricted stock units | (7.3) | (7.3) | (7.3) | |||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (0.1) | |||||||
Dividend income | (0.1) | (0.1) | ||||||
Acquisition of Ham-Let | 1.9 | 1.9 | ||||||
Reclassification related to Cinos Korea | 16.5 | 16.5 | ||||||
Net income (loss) | 126.4 | 119.5 | 119.5 | 6.9 | ||||
Other comprehensive income (loss) | (5.3) | (5.3) | (5.3) | |||||
Ending balance at Dec. 31, 2021 | 892.7 | $ 0.1 | 514.9 | $ (3.3) | 337.4 | (0.2) | 848.9 | 43.8 |
Ending balance, Shares at Dec. 31, 2021 | 44.9 | 0.6 | ||||||
Issuance under employee stock plans | 0.7 | 0.7 | 0.7 | |||||
Issuance under employee stock plans, Shares | 0.7 | |||||||
Repurchase of shares, Shares | (0.3) | 0.3 | ||||||
Repurchase of shares | (12.1) | $ (12.1) | (12.1) | |||||
Stock-based compensation expense | 19.1 | 19.1 | 19.1 | |||||
Employees’ taxes paid upon vesting of restricted stock units | (3.9) | (3.9) | (3.9) | |||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (0.1) | |||||||
Dividend income | (0.3) | (0.3) | ||||||
Divestiture of a subsidiary | (1.9) | (1.9) | ||||||
Net income (loss) | 50.4 | 40.4 | 40.4 | 10 | ||||
Other comprehensive income (loss) | (7.7) | (5.2) | (5.2) | (2.5) | ||||
Ending balance at Dec. 30, 2022 | 937 | $ 0.1 | 530.8 | $ (15.4) | 377.8 | (5.4) | 887.9 | 49.1 |
Ending balance, Shares at Dec. 30, 2022 | 45.2 | 0.9 | ||||||
Issuance under employee stock plans | 0.8 | 0.8 | 0.8 | |||||
Issuance under employee stock plans, Shares | 0.6 | |||||||
Shares transfer to employee stock plans, Shares | (0.5) | |||||||
Repurchase of shares, Shares | (1.1) | 1.1 | ||||||
Repurchase of shares | (29.6) | $ (29.6) | (29.6) | |||||
Stock-based compensation expense | 12.1 | 12.1 | 12.1 | |||||
Employees’ taxes paid upon vesting of restricted stock units | (2.2) | (2.2) | (2.2) | |||||
Employees' taxes paid upon vesting of restricted stock units, Shares | (0.1) | |||||||
Dividend income | (0.2) | (0.2) | ||||||
Net income (loss) | (22.2) | (31.1) | (31.1) | 8.9 | ||||
Other comprehensive income (loss) | 1.5 | 1 | 1 | 0.5 | ||||
Ending balance at Dec. 29, 2023 | $ 897.2 | $ 0.1 | $ 541.5 | $ (45) | $ 346.7 | $ (4.4) | $ 838.9 | $ 58.3 |
Ending balance, Shares at Dec. 29, 2023 | 44.6 | 1.5 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization Ultra Clean Holdings, Inc., (the “Company” or “UCT”) a Delaware corporation, was founded in November 2002 and became a publicly traded company on the NASDAQ Global Market in March 2004. The Company is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and part and component manufacturing, as well as tool chamber parts cleaning and coating, and micro-contamination analytical services. The Company’s Products business primarily designs, engineers and manufactures production tools, components and parts, and modules and subsystems for the semiconductor and display capital equipment markets. Products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics, process modules, sub-fab process equipment support racks, as well as other high-level assemblies. The Company’s Services business provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment markets. Fiscal Year The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years. Principles of Consolidation The Company’s Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and all intercompany accounts and transactions have been eliminated upon consolidation. Noncontrolling interests Noncontrolling interests are recognized to reflect the portion of the equity of the majority-owned subsidiaries which is not attributable, directly or indirectly, to the controlling stockholder. The Company’s consolidated entities include partially-owned entities, which are Cinos Co., Ltd (“Cinos Korea”), a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and whose results the Company consolidates, and Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is majority owned by Cinos Korea. The interest held by others in Cinos Korea and in Cinos China are presented as noncontrolling interests in the accompanying Consolidated Financial Statements. The noncontrolling interests will continue to be attributed its share of gains and losses even if that attribution results in a deficit noncontrolling interests’ balance. Segments The Financial Accounting Standards Board’s (“FASB”) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company operates in two reportable segments: Products and Services. See Note 16 to the Company’s Consolidated Financial Statements. Foreign Currency Translation and Remeasurement As of December 29, 2023, the functional currency of the Products business’ foreign subsidiaries is the U.S. Dollar except for the subsidiaries of Ham-Let (Israel-Canada) Ltd. (“Ham-Let” or “Fluid Solutions”) in United Kingdom and Netherlands, which is the local currency. The functional currency of the Services division’s foreign subsidiaries is the local currency, except for that of its Singapore, Scotland and Ireland entities, which is the U.S. Dollar. For the Company’s foreign subsidiaries where the local currency is the functional currency, the Company translates the financial statements of these subsidiaries to U.S. Dollars using month-end exchange rates for assets and liabilities, and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (“AOCI”) within UCT stockholders’ equity. For the Company’s foreign subsidiaries where the U.S. Dollar is the functional currency and functional currency differs from their local currency, any gains and losses resulting from the remeasurement of the assets and liabilities of these subsidiaries are recorded in other income (expense), net. Use of Estimates The presentation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include, but not limited to, inventory valuation, accounting for income taxes, business combinations, valuation of goodwill, intangible assets and long-lived assets. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustments. Actual amounts may differ from those estimates. Cash and Cash Equivalents The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States and internationally. Concentration of Credit Risk Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company sells its products and provides services primarily to semiconductor capital equipment manufacturers in the United States. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral. The Company’s most significant customers (having individually accounted for 10% or more of revenues) and their related revenues as a percentage of total revenues were as follows: Year Ended 2023 2022 2021 Lam Research Corporation 34.0 % 39.5 % 40.2 % Applied Materials, Inc. 23.4 23.2 23.8 Total 57.4 % 62.7 % 64.0 % Two customers’ accounts receivable balances, Lam Research Corporation and Applied Materials, Inc. were individually greater than 10.0% of accounts receivable as of December 29, 2023 and December 30, 2022, in the aggregate approximately 26.8 % and 38.5 % of accounts receivable, respectively. Fair Value of Measurements The Company measures its cash equivalents, derivative contracts, contingent earn-out liabilities and pension obligation at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. Level 3 — Unobservable inputs that are supported by little or no market activities. Derivative Financial Instruments The Company uses forward contracts to hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions typically expected to occur within 24 months. The purpose of the hedge is to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated costs and eventual cash flows. The Company recognizes derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Consolidated Statements of Operations as other income (expense), net, or as a component of AOCI in the accompanying Consolidated Balance Sheets. Inventories Inventories are stated at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. The Company evaluates the valuation of all inventories, including raw materials, work-in-process, finished goods and spare parts on a periodic basis. Obsolete inventory or inventory in excess of management’s estimated usage is written down to its estimated market value less costs to sell, if less than its cost. Inherent in the estimates of market value are management’s estimates related to economic trends and future demand for the Company’s products. Inventory write downs inherently involve judgments based on assumptions about expected future demand and the impact of market conditions on those assumptions. Although the Company believes that the assumptions it used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs. For further discussion of the Company’s inventories see Note 4 of Notes to the Consolidated Financial Statements. Property, Plant and Equipment Property, plant and equipment are stated at cost, or, in the case of equipment under finance leases, the present value of future minimum lease payments at inception of the related lease. The Company also capitalizes interest on borrowings related to eligible capital expenditures. Direct costs incurred to develop software for internal use are capitalized. Costs related to the design or maintenance of internal use software are expensed as incurred. Depreciation expense is computed using the straight-line method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. For further discussion of the Company’s property, plant and equipment see Note 4 of Notes to the Consolidated Financial Statements. Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The Company assesses the fair value of the assets based on the amount of the undiscounted future cash flows that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset are less than the carrying value of the asset. If the Company identifies an impairment, the Company reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach. At the end of fiscal years 2023, 2022 and 2021 , the Company assessed the carrying value of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required. Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and reassesses that conclusion if the arrangement is modified. When the Company determines the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or a finance lease. Operating and finance leases with lease terms of greater than one year result in the Company recording a right-of-use (“ROU”) asset and lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable or when the implicit interest rate is not readily determinable, the Company uses its incremental borrowing rate. The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization. The incremental borrowing rate is based on the Company’s collateralized borrowing capabilities over a similar term of the lease payments. The Company utilizes the incremental borrowing rate based on bank loan rates at the respective locations for leases where appropriate and the consolidated group bank loan rate where the Company does not have local bank financings. The operating lease ROU asset also includes any lease payments made in advance and is reduced by any lease incentives. Specific lease terms used in computing the ROU assets and lease liabilities may include options to extend or terminate the lease when the Company believes it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in operating lease ROU assets, other current liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheet. The Company’s finance leases at December 29, 2023 were not significant. For further discussion of the Company’s leases see Note 14 of Notes to the Consolidated Financial Statements. Goodwill and Indefinite Lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if indicators of potential impairment exist. Intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated future discounted cash flows. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present. There were no impairments of the Company’s goodwill and purchased intangible assets in fiscal year 2023 . For further discussion of the Company’s goodwill and intangible assets see Note 6 of Notes to the Consolidated Financial Statements. Deferred Debt Issuance Costs Debt issuance costs incurred in connection with obtaining debt financing are deferred and presented as a direct deduction from Bank Borrowings in the accompanying Consolidated Balance Sheets. Deferred costs are amortized on an effective interest method basis over the contractual term. Defined Benefit Pension Plan The Company has several noncontributory defined benefit pension plans cov ering substantially all of the employees of two of its foreign entities upon termination of their employee services. The benefits for these plans are based on expected years of service and average compensation. The net period costs are recognized as employees render the services necessary to earn the postretirement benefits. The Company records annual amounts relating to the pension plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive gain (loss) and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plan are reasonable based on its experience and market conditions. For further discussion of the Company’s defined benefit pension plan see Note 9 of Notes to the Consolidated Financial Statements. Revenue Recognition Revenue is recognized when the Company satisfies performance obligations as evidenced by the transfer of control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company performs the following five steps to determine when to recognize revenue: (1) identification of the contract(s) with its customers, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, a performance obligation is satisfied. The Company infrequently sells certain finished goods inventory on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard. For further discussion of the Company’s revenue recognition see Note 13 of Notes to the Consolidated Financial Statements. Shipping and Handling Costs Shipping and handling costs are included as a component of cost of revenues. Research and Development Costs Research and development costs are expensed as incurred. Stock-Based Compensation Expense The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to directors and certain employees. These equity-based awards include restricted stock awards (“RSAs”), performance stock units (“PSUs”) and restricted stock units (“RSUs”). The RSAs and RSUs use the closing price of stock price on the day preceding the grant date as a proxy for fair value and compensation expense. The PSUs contain market conditions, and compensation expense is measured using a Monte Carlo simulation model and recognized over the requisite service period based on the expected market performance as of the grant date. The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price. For further discussion of the Company’s employees stock plans see Note 12 of Notes to the Consolidated Financial Statements. Government Subsidies Government subsidies are recognized where there is reasonable assurance that the subsidy will be received and all attached conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the subsidy relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. When the subsidy does not relate to specific expenses or assets, the income is accounted for in the period where there is reasonable assurance that the subsidy will be received. For further discussion of the Company’s government subsidies see Note 17 of Notes to the Consolidated Financial Statements. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future federal, state, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. The Company accounts for Global Intangible Low-Taxed Income as period costs when incurred. For further discussion of the Company’s income taxes see Note 8 of Notes to the Consolidated Financial Statements Net Income (Loss) per Share Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding and common equivalent shares from dilutive restricted stock using the treasury stock method, except when such shares are anti-dilutive. In accordance with Accounting Standards Codification 718, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of in-the-money stock options and restricted stock units. This results in the assumed buyback of additional shares, thereby reducing the dilutive impact of equity awards. For further information of the Company’s income per share see Note 15 of Notes to Consolidated Financial Statements. Business Combinations The Company recognizes assets acquired (including goodwill and identifiable intangible assets), liabilities assumed and noncontrolling interest at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred. For further discussion of the Company’s business combinations see Note 2 of Notes to the Consolidated Financial Statements Accounting Standards Recently Adopted The Company did not adopt any new accounting standards during fiscal year 2023 that had a significant impact on the Company’s Consolidated Financial Statements. Accounting Standards Not Yet Adopted In November 2023, FASB issued Accounting Standard Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company expects this ASU to only impact its disclosures with no impact to its results of operations, cash flows and financial condition. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. ASU No. 2023-09 is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU No. 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 29, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 2. BUSINESS COMBINATIONS On October 25, 2023 , the Company acquired 100 % of the shares of HIS Innovations Group (“HIS”), a privately held company based in Hillsboro, Oregon. HIS is a leading supplier to the semiconductor sub-fab segment including the design, manufacturing, and integration of components, process solutions, and fully integrated sub-systems. The acquisition strengthens the Company's leadership in developing and supplying critical products to the semiconductor industry, and extends our reach into the sub-fab area. The preliminary estimated purchase price of HIS for purposes of the Company’s preliminary purchase price allocation was determined to be $ 73.6 million, which includes initial cash consideration of $ 46.5 million and the fair value of potential earn-out payments of approximately $ 27.1 million. These potential earn-out payments represent up to $ 70.0 million of cash consideration that may be payable based on the financial performance of the acquired business during the fiscal years 2023, 2024, and 2025. The fair value of the potential earn-out payments was determined utilizing a Monte Carlo simulation model. The Company has assigned the purchase price of HIS to the tangible assets, liabilities and identifiable intangible assets acquired, based on their estimated fair values. The excess of purchase price over the aggregate fair value was recorded as goodwill. Goodwill associated with the acquisition is primarily attributable to the future technology, market presence and knowledgeable and experienced workforce. The fair value assigned to identifiable intangible assets acquired was determined using the income approach taking into account the Company’s consideration of a number of inputs, including a third-party analysis that was based upon estimates and assumptions provided by the Company. These estimates and assumptions were determined through established and generally accepted valuation techniques and with the assistance of a valuation specialist. The assigned purchase price is preliminary pending the completion of various analyses and the finalization of estimates. The primary areas of the purchase price that are not yet finalized relate to the measurement of working capital, acquired income tax related balances, and residual goodwill. During the measurement period, which can be no more than one year from the date of acquisition, we expect to continue to obtain information to assist us in determining the final fair value of the net assets acquired at the acquisition date during the measurement period. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Thus, the provisional measurements of fair value discussed above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired, liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition: (In millions) Amount Cash and cash equivalents $ 0.4 Accounts receivable 5.6 Inventories 11.4 Prepaid expenses and other assets 2.7 Property, plant and equipment 9.3 Goodwill 16.4 Purchased intangible assets 51.6 Operating lease right-of-use assets 7.5 Total assets acquired 104.9 Accounts payable ( 8.1 ) Accrued compensation and related benefits ( 0.7 ) Other current liabilities ( 0.9 ) Deferred tax liabilities ( 12.0 ) Operating lease liabilities ( 9.6 ) Total liabilities assumed ( 31.3 ) Total consideration transferred $ 73.6 The following table summarizes the intangible assets acquired and the useful lives of these assets: Purchased Useful Intangible (In years) (In millions) Customer relationships 7 $ 35.2 IP knowhow 5 11.2 Developed technology 5 4.6 Backlog 1 0.6 Total purchased intangible assets $ 51.6 The results of operations for the Company for the year ended December 29, 2023 included operating activities for HIS since its acquisition date of October 25, 2023. Pro forma and historical post-closing results of operations for the HIS acquisition were not material to the Company’s Consolidated Statements of Operations. In addition, acquisition-related costs of $ 4.7 million were included in the results of operations for the year ended December 29, 2023 . Acquisition costs are included in general and administrative expenses in the Company’s consolidated results of operations. |
Business Divestiture
Business Divestiture | 12 Months Ended |
Dec. 29, 2023 | |
BusinessDivestiture [Abstract] | |
Business Divestiture | 3. BUSINESS DIVESTITURES In 2022, the Company executed the sale of four of its non-semiconductor operating subsidiaries of Fluid Solutions. Each of these entities was reported within the Products reportable segment. The purpose of the divestitures was to allow the Company to remain focused on its core semiconductor business. As a result of these divestitures, the Company recorded a net loss of $ 77.4 million during fiscal year 2022, which was recorded in the Consolidated Statements of Operations. The recorded net loss included the write-off of intangible assets, goodwill and net assets of $ 27.8 million, $ 19.7 million and $ 29.9 million, respectively. Goodwill was allocated to the divestitures based on the relative fair value of each component in relation to its respective reporting unit. See Note 6 Goodwill and Intangible Assets for further discussion. |
Balance Sheet Information
Balance Sheet Information | 12 Months Ended |
Dec. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Information | 4. BALANCE SHEET INFORMATION Inventories consisted of the following: December 29, December 30, (In millions) 2023 2022 Raw materials $ 197.9 $ 230.4 Work in process 107.2 142.3 Finished goods 69.4 71.2 Total $ 374.5 $ 443.9 Property, plant and equipment, net, consisted of the following: Useful Life December 29, December 30, (In millions) (In years) 2023 2022 Land n/a $ 5.6 $ 3.0 Buildings 50 57.1 58.6 Leasehold improvements * 110.8 81.3 Machinery and equipment 5 - 10 207.4 152.5 Computer equipment and software 3 - 10 72.2 68.3 Furniture and fixtures 5 5.0 5.1 458.1 368.8 Accumulated depreciation ( 170.3 ) ( 146.0 ) Construction in progress 40.5 56.8 Total $ 328.3 $ 279.6 * Lesser of estimated useful life or remaining lease term |
Fair Value
Fair Value | 12 Months Ended |
Dec. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 5. FAIR VALUE The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: Fair Value Measurement at Reporting Date Using Description December 29, 2023 Quoted Prices in Significant Significant (In millions) Other non-current assets: Plan assets $ 1.3 $ — $ — $ 1.3 Other current liabilities: Forward contracts $ 0.1 $ — $ 0.1 $ — Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 Contingent earn-out $ 29.1 $ — $ — $ 29.1 Fair Value Measurement at Reporting Date Using Description December 30, 2022 Quoted Prices in Significant Significant (In millions) Prepaid expenses and other current assets: Forward contracts $ 0.3 $ — $ 0.3 $ — Other non-current assets: Plan assets $ 2.2 $ — $ — $ 2.2 Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 The estimated fair value of foreign currency forward contracts is based upon quoted market prices obtained from independent pricing services for similar derivative contracts and these financial instruments are characterized as Level 2 assets in the fair value hierarchy. The estimated fair value of pension obligation is based on expected years of service and average compensation. The valuation model used to value pension obligation utilizes mortality rate, inflation, interest rate risks and changes in the life expectancy for pensioners. These assumptions are routinely made in the appraisal process by the independent actuary resulting in a Level 3 classification. As of December 29, 2023 , the Company's aggregate pension benefit obligations is $ 12.7 million and was exceeded by the fair value of the pension plan assets of $ 12.4 million, resulting in underfunded pension benefit obligations of $ 0.3 million. Th e Company recognizes the overfunded or underfunded status of defined benefit pension plans, measured as the difference between the fair value of the plan assets and the benefit obligation. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The Company measures its contingent earn-out liabilities at fair value on a recurring basis using a Monte Carlo simulation model. The significant unobservable inputs used in the model include the forecasted operating profit of the acquired business during each of calendar year 2024 and 2025. Significant increases or decreases to the forecasted results would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in the consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities in the consolidated statements of cash flows. In 2023, the Company recorded $ 2.0 million of loss from change in the fair value of contingent earn-out related to the acquisition of HIS. This loss from change in the fair value was recognized as other income (expense), net in the Consolidated Statements of Operations. There were no transfers from Level 1 or Level 2. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 29, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. GOODWILL AND INTANGIBLE ASSETS The Company’s methodology for allocating the purchase price relating to an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the consideration transferred over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value. Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. In the fourth quarters of 2023 and 2022 , the Company conducted its annual impairment tests of goodwill and concluded that there was no goodwill impairment with respect to its reporting units. In connection with the divestiture of certain Fluid Solutions subsidiaries during fiscal year 2022, the Company wrote off goodwill and intangible assets of $ 19.7 million and $ 27.8 million, respectively. Details of aggregate goodwill of the Company are as follows: (In millions) Products Services Total Balance at December 30, 2022 $ 175.3 $ 73.5 $ 248.8 Acquisition of HIS 16.4 — 16.4 Balance at December 29, 2023 $ 191.7 $ 73.5 $ 265.2 Intangible Assets Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews indefinite lived intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable and tests definite lived intangible assets at least annually for impairment. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure. Details of intangible assets were as follows: As of December 29, 2023 As of December 30, 2022 Gross Gross Useful Life Carrying Accumulated Carrying Carrying Accumulated Carrying (Dollars in millions) (In years) Amount Amortization Value Amount Amortization Value Customer relationships 6 - 10 $ 207.2 $ ( 97.5 ) $ 109.7 $ 172.0 $ ( 81.8 ) $ 90.2 Recipes 20 73.2 ( 19.5 ) 53.7 73.2 ( 15.8 ) 57.4 Intellectual property/knowhow 7 - 15 48.9 ( 18.4 ) 30.5 37.7 ( 15.7 ) 22.0 Tradename 4 - 6 * 32.5 ( 22.1 ) 10.4 32.5 ( 20.9 ) 11.6 Standard operating procedures 20 8.6 ( 2.3 ) 6.3 8.6 ( 1.9 ) 6.7 Developed technology 5 4.6 ( 0.2 ) 4.4 — — — Backlog 1 0.6 ( 0.3 ) 0.3 3.1 ( 3.1 ) 0.0 Total $ 375.6 $ ( 160.3 ) $ 215.3 $ 327.1 $ ( 139.2 ) $ 187.9 * The Company concluded that the asset life of UCT tradename of $ 9.0 million is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company amortizes its intangible assets on a straight-line or accelerated basis over the estimated economic life of the assets. Amortization expense was approximately $ 24.1 million for the year ended December 29, 2023 , $ 30.0 million for the year ended December 30, 2022 , and $ 33.4 million for the year ended December 31, 2021. Amortization expense related to recipes, standard operating procedures and certain intellectual property/know-how is charged to cost of revenues and the remainder is charged to general and administrative expense. As of December 29, 2023, future estimated amortization expense is expected to be as follows: Amortization (In millions) Expense 2024 $ 30.4 2025 28.1 2026 27.2 2027 26.9 2028 23.8 Thereafter 69.9 Total $ 206.3 |
Borrowing Arrangements
Borrowing Arrangements | 12 Months Ended |
Dec. 29, 2023 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 7. BORROWING ARRANGEMENTS On March 31, 2021, the Company entered into a Second Amendment (the “Second Amendment”), to the credit agreement dated as of August 27, 2018 and amended as of October 1, 2018 (as amended by the Second Amendment, the “Credit Agreement”) to, among other things, (i) refinance and reprice $ 272.8 million of existing term B borrowings that will remain outstanding and (ii) obtain a $ 355.0 million senior secured incremental term loan B facility ((i) and (ii) collectively the “Term Loan”) with Barclays Bank, which increased the amount of term loan indebtedness outstanding under the Company’s Credit Facilities. The Term Loan has a maturity date of August 27, 2025 . The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625 % of the outstanding principal balance as of March 31, 2021, with the remaining principal paid upon maturity . On August 19, 2022, the Company entered into a Third Amendment (the “Third Amendment”) to the credit agreement dated as of August 27, 2018 and amended as of October 1, 2018 and March 31, 2021 (as amended by the Third Amendment, the “Credit Agreement”) to, among other things, increase the revolving credit facility portion of the Credit Facilities to $ 150.0 million with several banks and with Barclays Bank as the administrative agent. The revolving credit facility has an available commitment of $ 150.0 million and a maturity date of F ebruary 27, 2025 . The Company pays a quarterly commitment fee in arrears equal to 0.25 % of the average daily available commitment outstanding. Outsta nding letters of credit reduce the availability of the revolving credit facility and, as of December 29, 2023 , the Company had $ 146.1 million, net of $ 3.9 million of outstanding letters of credit, available under this revolving credit facility. The letter of credit facility has an available commitment of $ 50.0 million and a maturity date of February 27, 2025 . The Company pays a quarterly fee in arrears equal to 2.5 % (subject to certain adjustments to the Term Loan) of the dollar equivalent of all outstanding letters of credit, and a fronting fee equal to 0.125 % of the undrawn and unexpired amount of each letter of credit. As of December 29, 2023 , the Company had $ 3.9 million of outstandin g letters of credit and $ 46.1 million of available commitments remaining under the letter of credit facility. On June 29, 2023, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement to replace the LIBOR-based reference interest rate option with a reference interest option based upon Term SOFR under the Credit Agreement. Under the Credit Facilities, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Eurodollar Rate” (as defined in the Credit Agreement), based on SOFR, plus the applicable margin. The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB (with a stable outlook) or higher from S&P, (x) 3.50 % for such Eurodollar term loans and (y) 2.50 % for such ABR term loans or (ii) at all other times, (x) 3.75 % for such Eurodollar term loans and (y) 2.75 % for such ABR term loans. Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Eurodollar term loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. At December 29, 2023 , the Company had an outstanding amount under the Term Loan of $ 479.3 million, gross of unamortized debt issuance costs of $ 6.5 million. As of December 29, 2023 , the interest rate on the outstanding Term Loan was 9.2 %. The Credit Agreement requires the Company to maintain certain financial covenants including a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter of at least 1.25 to 1.00 , and a consolidated leverage ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter of no greater than 3.75 to 1.00 . As of June 30, 2023, the Company was in default on the Credit Agreement related to the revolving credit facility due to the Company’s failure to satisfy a certain financial covenant under the Credit Agreement. On July 27, 2023, the Company entered into a Fifth Amendment (“Amended Credit Agreement”) to provide the Company with certain relief under the consolidated fixed charge coverage ratio and consolidated total gross leverage ratio maintenance covenants described in the Credit Agreement (the “Financial Covenant Adjustments”), which are applicable only to the revolving credit facility portion of its credit facilities. The Financial Covenant Adjustments are effective during the period commencing with the fiscal period ended June 30, 2023, through to the fiscal period ending December 31, 2024, subject to certain anti-cash hoarding and minimum liquidity requirements during such period. At the election of the Company, and subject to demonstrating compliance with certain financial ratio tests, the Financial Covenant Adjustments may terminate earlier than December 31, 2024. Upon termination of the Financial Covenant adjustments, such financial maintenance covenants will revert to the levels set forth in the existing Credit Agreement and the anti-cash hoarding and minimum liquidity requirements will no longer be applicable. The Company currently has no revolving loans outstanding under the Credit Agreement. The Company was in compliance with all financial covenants as of the fiscal year ended December 29, 2023. The Company has a credit agreement with a local bank in the Czech Republic that provides for a revolving credit facility in the aggregate of up to 7.0 million euros (approximately $ 7.8 million). As of December 29, 2023, no debt was outstanding under this revolving credit facility. Fluid Solutions has credit facilities with various financial institutions in Israel that provides bo rrowing up to $ 18.5 million. As of December 29, 2023 , Fluid Solutions had an $ 6.0 million outstanding balance under this facility with interest rate ranges from 7.6 % to 8.4 %. As of December 29, 2023 , the Company’s total bank debt was $ 478.8 million, net of unamortized debt issuance costs of $ 6.5 million. As of December 29, 2023 , the Company had $ 146.1 million, $ 12.5 million and $ 7.8 million available to draw from its credit facilities in the U.S., Israel and Czech Republic, respectively. The fair value of the Company’s long-term debt was based on Level 2 inputs, and fair value was determined using quoted prices for similar liabilities in inactive markets. The Company’s carrying value approximates fair value for the Company’s long term-debt. As of December 29, 2023, the Company’s future debt principal payment obligations for the respective fiscal years were as follows: Debt (In millions) (Principal only) 2024 $ 21.7 2025 463.6 Total $ 485.3 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES Income before provision for income taxes was generated from the following geographic areas: Year Ended December 29, December 30, December 31, (In millions) 2023 2022 2021 United States $ ( 133.5 ) $ ( 61.9 ) $ ( 42.1 ) Foreign 122.2 150.2 196.4 Total pretax income $ ( 11.3 ) $ 88.3 $ 154.3 The provision for income taxes consisted of the following: Year Ended December 29, December 30, December 31, (In millions) 2023 2022 2021 Current: Federal $ 0.1 $ ( 0.8 ) $ — State 0.3 1.1 1.0 Foreign 22.7 37.5 30.0 Total current 23.1 37.8 31.0 Deferred: Federal ( 9.4 ) 0.3 0.3 State ( 1.5 ) 0.2 0.4 Foreign ( 1.3 ) ( 0.4 ) ( 3.8 ) Total deferred ( 12.2 ) 0.1 ( 3.1 ) Total provision $ 10.9 $ 37.9 $ 27.9 The effective tax rate differs from the U.S. federal statutory tax rate as follows: Year Ended December 29, December 30, December 31, 2023 2022 2021 Federal income tax provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 48.5 % ( 1.6 ) % ( 0.1 ) % Effect of foreign operations 21.5 % ( 6.7 ) % ( 10.3 ) % Change in valuation allowance ( 34.0 ) % 24.3 % 2.9 % Foreign income inclusions ( 141.2 ) % 4.0 % 4.9 % Nondeductible executive compensation ( 7.0 ) % 1.8 % 1.8 % Stock-based compensation ( 3.7 ) % ( 0.3 ) % ( 3.1 ) % Acquisition related expenses ( 8.0 ) % — 1.0 % Tax credits 6.2 % ( 0.7 ) % ( 0.1 ) % Other 0.2 % 1.1 % 0.1 % Effective Tax Rate ( 96.5 ) % 42.9 % 18.1 % Significant components of deferred tax assets and liabilities are as follows: Year Ended December 29, December 30, (In millions) 2023 2022 Deferred tax assets: Interest expense limitation $ 29.4 $ 19.1 Operating lease liabilities 27.3 14.7 Intangibles — 13.1 Tax loss carryforwards 19.9 15.4 Capitalized research and development costs 10.9 7.0 Inventory valuation and basis difference 5.3 4.0 Accruals 4.4 5.9 Tax credits 7.3 4.9 Other timing differences 7.1 5.0 111.6 89.1 Valuation allowance ( 57.9 ) ( 53.1 ) Total deferred tax assets 53.7 36.0 Deferred tax liabilities: Goodwill ( 19.7 ) ( 17.4 ) Operating lease right-of-use assets ( 26.1 ) ( 14.5 ) Intangibles ( 12.9 ) ( 10.9 ) Depreciation ( 9.0 ) ( 7.1 ) Other ( 1.9 ) ( 2.3 ) Total deferred tax liabilities ( 69.6 ) ( 52.2 ) Net deferred tax liabilities $ ( 15.9 ) $ ( 16.2 ) As of December 29, 2023 , the Company had undistributed earnings of certain foreign subsidiaries of approximately $ 491.0 million that are considered indefinitely reinvested and on which we have not recognized deferred taxes. It is not practicable to determine the tax liability that might be incurred if these earnings were to be distributed. For undistributed earnings of foreign subsidiaries which are not considered indefinitely reinvested deferred taxes have been accrued. As of December 29, 2023 , a valuation allowance of $ 57.9 million was established for deferred tax assets related to U.S. federal and state assets and certain foreign assets. For fiscal 2023 , the increase in the valuation allowance was $ 4.8 million. The Company’s gross liability for unrecognized tax benefits as of December 29, 2023 and December 30, 2022 was $ 2.9 million and $ 2.7 million, respectively. If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $ 2.1 milli on as of December 29, 2023 ($ 2.2 million as of December 30, 2022) and a reduction in the effective tax rate. Increases or decreases to interest and penalties on uncertain tax positions are included in the income tax provision in the Consolidated Statements of Operations. Interest related to uncertain tax positions for the periods ended December 29, 2023, December 30, 2022 and December 31, 2021, were $ 0.3 million, $ 0.3 million, and $ 0.2 million, respectively. There are no penalties accrued within the liability for unrecognized benefits. Although it is possible some of the unrecognized tax benefits could be settled within the next twelve months, the Company cannot reasonably estimate the outcome at this time. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions): Balance as of December 25, 2020 $ 0.9 Increases related to prior year tax positions 0.2 Increases related to current year tax positions 0.7 Expiration of the statute of limitations for the assessment of taxes ( 0.2 ) Balance at December 31, 2021 $ 1.6 Increases related to prior year tax positions 0.1 Increases related to current year tax positions 1.0 Balance at December 30, 2022 $ 2.7 Increases related to prior year tax positions — Increases related to current year tax positions 0.3 Settlement ( 0.1 ) Balance at December 29, 2023 $ 2.9 As of December 29, 2023 , the Company had U.S. federal, state and foreign net operating loss carryforwards (“NOLs”) of approximately $ 6.5 million, $ 122.8 million and $ 18.8 million, respectively. Section 382 of the US Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that might be used to offset taxable income when a corporation has undergone significant changes in stock ownership. Utilization of the net operating loss carryforward may be subject to an annual limitation due to the ownership percentage change limitations provided by the Internal Revenue Code of 1986 and similar state provisions. The annual limitation may result in the expiration of the net operating loss before utilization. The Company has not completed a full Section 382 study to determine the annual limitation. The Company's US valuation allowance includes the deferred asset on the NOL carryforwards. The U.S. state NOLs begin expiring after 2028 and the foreign NOLs begin expiring after 2026 . The Company also had federal tax credit carryforwards of approximately $ 7.1 million which expire in various years from fiscal 2028 through 2043 . The Company files federal, state and foreign income tax returns in several U.S. and foreign jurisdictions. The federal statute of limitation has closed for years prior to 2020. State statutes of limitation are generally closed for years prior to 2019. The statute of limitation for significant foreign jurisdictions has closed for years prior to 2019. The Company has operated under a Development and Expansion Incentive (“DEI”) in Singapore that ended on December 29, 2023. However, the Company has reached an agreement in principle with the Singapore Economic Development Board for a 5-year extension of the DEI through 2028. The Company has received preliminary approval for the renewal of the DEI through 2028. The DEI reduces the local tax on certain Singapore income from a statutory rate of 17.0 % to 5.0 %. The Company has also been granted a tax holiday in Malaysia, subject to certain conditions. The Malaysia tax holiday period commenced in fiscal year 2022. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 29, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 9. RETIREMENT PLANS Defined Benefit Plan Cinos Korea has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement. The Company's entities in Israel do have noncontributory defined benefit pension plans covering their employees upon their retirement. The benefits for these plans are based on expected years of service and average compensation. The net period costs are recognized as employees render the services necessary to earn the postretirement benefits. The Company records annual amounts relating to the pension plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plans are reasonable based on its experience and market conditions. As of December 29, 2023 , the benefit obligation of the plans is $ 12.7 million and the total fair value of the benefit plan assets, which are invested in several fixed deposit accounts with financial institutions is $ 12.4 million, resulting in underfunded pension benefit obligations of $ 0.3 million. The amounts recognized in the Consolidated Statement of Operations for the years ended December 29, 2023 and December 30, 2022 was $ 1.9 million and $ 2.0 million, respectively. The amount recognized in accumulated other comprehensive income was $ 0.4 million and $ 1.2 million for fiscal year ended December 29, 2023 and December 30, 2022, respectively. The contributions to the plans by the Company and its subsidiaries during the years ended December 29, 2023 and December 30, 2022 , were $ 1.5 million and $ 3.0 million, respectively. As of December 29, 2023, the Company’s future payment obligations for the respective fiscal years are as follows: (In millions) 2024 $ 1.8 2025 1.7 2026 2.6 2027 1.4 2028 1.2 Thereafter 11.1 Total $ 19.8 Employee Savings and Retirement Plan The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all U.S. employees who meet certain eligibility requirements. Participants can elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25 % of their salary to a maximum of the IRS limit. The Company matches 50.0 % of each employee's contribution up to a maximum of 60 % of the employee's eligible earnings. The Company made discretionary employer contributions of approximately $ 3.2 million, $ 3.3 million and $ 2.7 million to the 401(k) Plan in 2023, 2022 and 2021 , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 29, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES Commitment The Company had commitments to various third parties to purchase inventories and property, plant and equipment totaling approximately $352.4 million at December 29, 2023. The Company leases real estate and equipment under various non-cancelable operating leases. For additional information, see Note 14 of the Notes to the Consolidated Financial Statements. Contingency From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims individually or in the aggregate cannot be predicted with certainty, the Company has not had a history of outcomes to date that have been material to the statement of operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows. |
Stockholders' Equity and Noncon
Stockholders' Equity and Noncontrolling Interests | 12 Months Ended |
Dec. 29, 2023 | |
Noncontrolling Interest [Abstract] | |
Stockholders' Equity and Noncontrolling Interests | 11. STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS Treasury Stock On October 20, 2022, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 150.0 million of the Company’s common stock over a three-year period. As of December 29, 2023 , 1.4 million shares had been repurchased under the program and they are held in treasury stock. The Company records treasury stock using the cost method. Non-controlling Interests Services, through its wholly-owned subsidiary in Singapore, owns part of the outstanding shares of Cinos Korea, a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and through a partial interest in Cinos China. The carrying value of the remaining interest held by another shareholder in Cinos Korea and the remaining interest in Cinos China are presented as noncontrolling interests in the accompanying Consolidated Financial Statements. The noncontrolling interests were estimated based on the values of Cinos Korea and Cinos China on a 100 % basis. The values were calculated based on the pro-rata portion of total Services earnings before interest expense, taxes, depreciation and amortization contributed by each entity. In conjunction with the disposal of Rovac Pte, Ltd. in 2022, the Company reversed the $ 1.8 million carrying value of the remaining interest held by another shareholder in Rovac that was previously presented as noncontrolling interests in the accompanying Consolidated Financial Statements. |
Employee Stock Plans
Employee Stock Plans | 12 Months Ended |
Dec. 29, 2023 | |
Postemployment Benefits [Abstract] | |
Employee Stock Plans | 12. EMPLOYEE STOCK PLANS Employee Stock Plans The Company grants stock awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) to its employees as part of the Company’s long-term equity compensation plan. These stock awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years , subject to the employee’s continued service with the Company and, in the case of PSUs, subject to achieving certain performance goals and market conditions. The Company also grants common stock to its board members in the form of restricted stock awards (“RSAs”), which vest on the earlier of the next Annual Shareholder Meeting, or 365 days from date of grant. Stock-based compensation expense includes compensation costs related to estimated fair values of awards granted. The estimated fair value of the Company’s equity-based awards is amortized on a straight-line basis over the awards’ vesting period and is adjusted for performance as it relates to PSUs. Total stock-based compensation during the fiscal years 2023, 2022 and 2021, respectively, in various expense categories was as follows: Year Ended December 29, December 30, December 31, (In millions) 2023 2022 2021 Cost of revenues (1) $ 1.3 $ 1.5 $ 2.0 Research and development 0.3 0.3 0.2 Sales and marketing 1.5 1.3 1.3 General and administrative 9.0 16.0 12.3 Total stock-based compensation $ 12.1 $ 19.1 $ 15.8 (1) Stock-based compensation expenses capitalized in inventory for fiscal years 2023, 2022 and 2021 were immaterial. As of December 29, 2023 , there was $ 23.5 million of unrecognized compensation cost related to employee and director awards which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.8 years, and will be adjusted for subsequent changes in future grants. For each of the fiscal years ended 2023, 2022 and 2021, vested shares of 0.1 million were withheld to satisfy withholding tax obligations, resulting in the net issuance of 0.5 million, 0.6 million and 0.6 million shares, respectively. Restricted Stock Units, Performance Stock Units and Restricted Stock Awards The following table summarizes the Company’s PSUs, RSUs and RSAs activities through the year ended December 29, 2023: Aggregate Intrinsic Number of Value Shares (In millions) Unvested restricted stock units and restricted stock awards at December 31, 2021 1.2 $ 69.3 Granted 0.7 Vested ( 0.7 ) Forfeited ( 0.1 ) Unvested restricted stock units and restricted stock awards at December 30, 2022 1.1 $ 37.6 Granted 0.8 Vested ( 0.5 ) Forfeited 0.0 Unvested restricted stock units and restricted stock awards at December 29, 2023 1.4 $ 46.1 Vested and expected to vest restricted stock units and restricted stock 1.3 $ 46.0 The RSU awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years, subject to the employee’s continued service with the Company. During the year ended December 29, 2023 , the Company approved and granted 0.6 million RSUs to employees with a weighted average grant date fair value of $ 28.19 per share. During the year ended December 29, 2023 , the Company also approved and granted 0.1 million PSUs with a grant date fair value of $ 28.19 per share. Under the current PSU program, which was effective beginning fiscal 2021, performance goals are set at the time of grant and performance is reviewed at the end of a three-year period. The percentage to be applied to each participant’s target award ranges from zero to 200 % based upon the extent to which the financial performance goals are achieved. If specific performance threshold levels for the financial goals are met on an annual basis, the amount earned for that element will be applied to one-third of the participant’s PSU award granted to determine the number of total units earned. At the end of the three-year performance period, the total units earned, if any, are adjusted by applying two modifiers, each ranging from 25.0 % to ( 25.0 )% based on (i) the Company’s relative total shareholder return (“TSR”) compounded annual growth rate (“CAGR”) which is based on the Company’s stock price changes relative to a group of peer companies and (ii) the “average annual difference in operating margin” is defined as non-GAAP operating margin divided by total revenue comparing the annual operating plan to actual results. The TSR modifier is intended to ensure that there are limited or no payouts under the PSU program if the Company’s stock performance is significantly below the median TSR. Where the financial goals have been met and where there has been strong relative TSR performance over the three-year performance period, the PSU program may provide substantial rewards to participants with a maximum payout of two times the initial PSU award. Recipients of PSU awards generally must remain employed by the Company on a continuous basis through the end of the three-year performance period in order to receive any amount of the PSUs covered by that award. In events such as death, disability or retirement, the recipient may be entitled to pro-rata amounts of PSUs as defined in the Plan. Target shares subject to PSU awards do not have voting rights of common stock until earned and issued following the end of the three-year performance period. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized over the requisite service period based on the expected market performance as of the grant date. For the PSU awards, the Company used the following inputs for the Monte Carlo simulation: Year Ended December 29, December 30, December 31, 2023 2022 2021 Stock price $ 28.19 $ 32.17 $ 52.73 Term 2.68 years 2.68 years 2.67 years Expected volatilities 57.4 % 65.9 % 64.7 % Risk-free rate 3.9 % 2.7 % 0.3 % In fiscal years 2023, 2022 and 2021 , the Company granted 37,072 , 25,907 and 18,893 shares, respectively, of common stock to its board members under the 2003 Incentive Plan. The total unamortized expense of the Company’s unvested RSAs as of December 29, 2023 , is approximately $ 0.4 million. Employee Stock Purchase Plan The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. The purchase price is 85.0 % of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. There were 39,286 shares issued under the ESPP during the year ended December 29, 2023. The Company recorded $ 0.4 million, $ 0.1 million and $ 0.3 million of stock-based compensation expense related to ESPP for fiscal years 2023, 2022 and 2021 , respectively. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 13. REVENUE RECOGNITION Revenue is recognized when the Company satisfies the performance obligations as evidenced by the transfer of control of the promised goods or services to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company sells its products and services primarily to customers in the semiconductor capital equipment industry. The Company’s revenues are highly concentrated and therefore highly dependent upon a small number of customers. Typical payment terms with our customers range from thirty to sixty days. The Company’s Products business segment provides warranty on its products for a period of up to two years and provides for warranty costs at the time of sale based on historical activity. Determination of the warranty reserve requires the Company to make estimates of product return rates and expected costs to repair or replace the products under warranty. If actual return rates and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize additional cost of revenues may be required in future periods. The warranty reserve is included in other current liabilities on the Consolidated Balance Sheets and is not considered significant. The Company’s products are manufactured and services provided at the Company's locations throughout the Americas, Asia Pacific and Europe and the Middle East (“EMEA”). Sales to customers are initiated through a purchase order and are governed by our standard terms and conditions, written agreements, or both. Revenue is recognized when performance obligations under the terms of an agreement with a customer are satisfied; generally, this occurs with the transfer of control of the products or when the Company provides the services. Based on the enforceable rights included in our agreements or prevailing terms and conditions, products produced by the Company without an alternative use are not protected by an enforceable right of payment that includes a reasonable profit throughout the duration of the agreement. Consignment sales are recognized in revenue at the earlier of the period that the goods are consumed or after a period of time subsequent to receipt by the customer as specified by terms of the agreement, provided control of the promised goods or services has transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value-add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Certain of our customers may receive cash-based incentives, such as rebates or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. Accruals for unpaid customer rebates of $ 2.0 million and $ 3.8 million as of December 29, 2023 and December 30, 2022, respectively, were netted against accounts receivable. The Company's disaggregated revenues are apportioned by segments within the Company's Consolidated Statement of Operations. The Company’s principal markets include America, Asia Pacific and EMEA. The Company’s foreign operations are conducted primarily through its subsidiaries in China, Malaysia, Singapore, Israel, Taiwan, South Korea, United Kingdom and the Czech Republic. Revenues by geographic area are categorized based on the customer’s location to which the products were shipped or services were performed. The following table sets forth revenue by geographic area (in millions): Year Ended December 29, December 30, December 31, 2023 2022 (1) 2021 Singapore $ 608.7 $ 898.9 $ 778.5 United States 526.8 738.0 734.4 Austria 124.9 117.2 98.5 China 118.1 131.4 99.9 South Korea 94.2 151.4 152.7 Taiwan 71.3 97.2 88.1 Malaysia 21.8 50.4 34.1 Israel 18.1 19.2 22.3 Others 150.6 170.6 93.1 Total $ 1,734.5 $ 2,374.3 $ 2,101.6 (1) During fiscal year 2023, management identified an immaterial disclosure error related to revenues by geography during fiscal year 2022. Certain shipments to United States but should have been shipments made internationally. The Company has corrected this immaterial disclosure error in this Annual Report on Form 10-K. This correction does not have an effect on Consolidated Balance Sheets, Statements of Operations, Statements of Cash Flows and Statement of Stockholder’s Equity. |
Leases
Leases | 12 Months Ended |
Dec. 29, 2023 | |
Leases [Abstract] | |
Leases | 14. LEASES The Company leases offices, facilities and equipment in locations throughout the United States, Asia Pacific and EMEA. The Company’s leases do not provide an implicit rate; thus, the Company uses an estimated incremental borrowing rate in determining the present value of lease payments. Renewal options are typically solely at our discretion and are only included within the lease obligation and right-of-use asset when we are reasonably certain that the renewal options would be exercised. The components of lease expense were summarized as follows: Year Ended (Dollars in millions) December 29, 2023 December 30, 2022 Operating lease cost $ 25.6 $ 21.9 Short-term lease cost 2.7 1.9 Sublease income ( 0.4 ) ( 0.4 ) Total lease cost $ 27.9 $ 23.4 Operating cash flows used in operating leases $ 24.0 $ 21.9 Weighted-average remaining lease term – operating leases 10.1 8.3 Weighted-average discount rate – operating leases 6.7 % 4.8 % Future minimum payments under operating leases as of December 29, 2023 were summarized as follows: (In millions) Operating Leases 2024 $ 28.0 2025 25.3 2026 21.4 2027 20.8 2028 18.8 Thereafter 112.6 Total minimum lease payments 226.9 Less: imputed interest ( 65.8 ) Lease liability $ 161.1 As of December 29, 2023 , legally binding minimum lease payments of $ 18.7 million were signed but have not yet commenced. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Dec. 29, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 15. NET INCOME (LOSS) PER SHARE The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share: Year Ended December 29, December 30, December 31, (In millions, except share amounts) 2023 2022 2021 Numerator: Net income (loss) attributable to UCT $ ( 31.1 ) $ 40.4 $ 119.5 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 44.7 45.2 43.5 Shares used in computation — diluted: Weighted average common shares outstanding 44.7 45.2 43.5 Dilutive effect of common shares outstanding subject to repurchase — 0.5 0.9 Shares used in computing diluted net income (loss) per share 44.7 45.7 44.4 Net income (loss) per share attributable to UCT — basic $ ( 0.70 ) $ 0.89 $ 2.75 Net income (loss) per share attributable to UCT — diluted $ ( 0.70 ) $ 0.88 $ 2.69 |
Reportable Segments
Reportable Segments | 12 Months Ended |
Dec. 29, 2023 | |
Segment Reporting [Abstract] | |
Reportable Segments | 16. REPORTABLE SEGMENTS The Company’s Chief Executive Officer (chief operating decision maker) views and evaluates operations based on the results of each of the reportable segments. In fiscal year 2023, the Company prepares financial results based on three operating segments (Products, Services, and HIS) and two reportable segments (Products and Services). The Products and HIS operating segments have been aggregated into the Products reportable segment. As described in Note 2, HIS was acquired in October 2023 and is a supplier to the semiconductor sub-fab segment including the design, manufacturing, and integration of components, process solutions, and fully integrated sub-systems. Due to the Company’s limited experience with HIS, limited data and information for management to evaluate and the Company’s intention to integrate HIS within its Product’s segment, management has aggregated HIS within its Products segment. In fiscal year 2022, the Company prepared financial results based on three operating segments (Products, Services, and Fluid Solutions) and two reportable segments (Products and Services). The Products and Fluid Solutions operating segments have been aggregated into the Products reportable segment. The aggregation of Fluid Solutions into Products is based upon consistency of economic characteristics, nature of products, similarity of production process, and class of customers. During fiscal year 2023, the Company no longer reported discrete financial information related to the Fluid Solutions operating segment to the Chief Executive Officer, and therefore, Fluid Solutions no longer represented an operating segment. The following table describes each segment: Segment Product or Services Primary Markets Served Geographic Areas Products Assembly Semiconductor Americas Services Cleaning Semiconductor Americas The Company uses segment profit or loss as the primary measure of profitability to evaluate operating performance and to allocate capital resources. Segment profit or loss is defined as a segment’s income or loss from continuing operations before other income and income taxes included in the accompanying Consolidated Statements of Operations. Any intercompany sales and associated profit (and any other intercompany items) are eliminated from segment results. There were no significant intercompany eliminations for the periods presented. Year Ended December 29, December 30, December 31, (In millions) 2023 2022 2021 Revenues: Products $ 1,501.6 $ 2,074.7 $ 1,803.9 Services 232.9 299.6 297.7 Total segment revenues $ 1,734.5 $ 2,374.3 $ 2,101.6 Gross profit: Products $ 211.1 $ 362.4 $ 325.2 Services 66.2 102.6 104.8 Total segment gross profit $ 277.3 $ 465.0 $ 430.0 Operating profit: Products $ 29.9 $ 90.4 $ 154.3 Services 5.3 30.0 31.4 Total segment operating profit $ 35.2 $ 120.4 $ 185.7 December 29, December 30, (In millions) 2023 2022 Assets Products $ 1,617.5 $ 1,650.2 Services 250.2 310.7 Total segment assets $ 1,867.7 $ 1,960.9 Long-lived assets comprised of operating lease right-of-use assets and property, plant and equipment, net, reported based on the location of the asset. The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $165.4 million, $84.3 million, $74.3 million, $54.3 million and $101.7 million, respectively as of December 29, 2023, and $102.1 million, $53.5 million, $75.4 million, $57.1 million and $90.5 million, respectively as of December 30, 2022. |
Government Subsidies
Government Subsidies | 12 Months Ended |
Dec. 29, 2023 | |
Government Grants And Subsidies [Abstract] | |
Government Subsidies | 17. GOVERNMENT SUBSIDIES In September 2021, the Company’s manufacturing operations in Singapore have been awarded by a grant for up to S$ 2.3 million ($ 1.7 million) from the Singapore Economic Development Board, which provides incentive grant payments for research and innovation scheme for the Company in Singapore. Under this agreement, the Company recorded subsidies of $ 0.8 million in fiscal year 2023, $ 0.4 million in fiscal year 2022 and $ 0.2 million in fiscal year 2021. These subsidies were recorded as an offset to cost of revenues and other operating expenses. The Company also received unconditional subsidies of $ 1.9 million, $ 1.0 million and $ 0.7 million from the Chinese government during fiscal years 2023, 2022 and 2021, respectively. These subsidies were recognized as other income in the Consolidated Statements of Operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 29, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. SUBSEQUENT EVENTS The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure or would be required to be recognized in the consolidated financial statements as of and for the year ended December 29, 2023 . |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Year | Fiscal Year The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years. |
Principles of Consolidation | Principles of Consolidation The Company’s Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and all intercompany accounts and transactions have been eliminated upon consolidation. |
Noncontrolling interests | Noncontrolling interests Noncontrolling interests are recognized to reflect the portion of the equity of the majority-owned subsidiaries which is not attributable, directly or indirectly, to the controlling stockholder. The Company’s consolidated entities include partially-owned entities, which are Cinos Co., Ltd (“Cinos Korea”), a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and whose results the Company consolidates, and Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is majority owned by Cinos Korea. The interest held by others in Cinos Korea and in Cinos China are presented as noncontrolling interests in the accompanying Consolidated Financial Statements. The noncontrolling interests will continue to be attributed its share of gains and losses even if that attribution results in a deficit noncontrolling interests’ balance. |
Segments | Segments The Financial Accounting Standards Board’s (“FASB”) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company operates in two reportable segments: Products and Services. See Note 16 to the Company’s Consolidated Financial Statements. |
Foreign Currency Translation and Remeasrement | Foreign Currency Translation and Remeasurement As of December 29, 2023, the functional currency of the Products business’ foreign subsidiaries is the U.S. Dollar except for the subsidiaries of Ham-Let (Israel-Canada) Ltd. (“Ham-Let” or “Fluid Solutions”) in United Kingdom and Netherlands, which is the local currency. The functional currency of the Services division’s foreign subsidiaries is the local currency, except for that of its Singapore, Scotland and Ireland entities, which is the U.S. Dollar. For the Company’s foreign subsidiaries where the local currency is the functional currency, the Company translates the financial statements of these subsidiaries to U.S. Dollars using month-end exchange rates for assets and liabilities, and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (“AOCI”) within UCT stockholders’ equity. For the Company’s foreign subsidiaries where the U.S. Dollar is the functional currency and functional currency differs from their local currency, any gains and losses resulting from the remeasurement of the assets and liabilities of these subsidiaries are recorded in other income (expense), net. |
Use of Estimates | Use of Estimates The presentation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include, but not limited to, inventory valuation, accounting for income taxes, business combinations, valuation of goodwill, intangible assets and long-lived assets. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustments. Actual amounts may differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States and internationally. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company sells its products and provides services primarily to semiconductor capital equipment manufacturers in the United States. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral. The Company’s most significant customers (having individually accounted for 10% or more of revenues) and their related revenues as a percentage of total revenues were as follows: Year Ended 2023 2022 2021 Lam Research Corporation 34.0 % 39.5 % 40.2 % Applied Materials, Inc. 23.4 23.2 23.8 Total 57.4 % 62.7 % 64.0 % Two customers’ accounts receivable balances, Lam Research Corporation and Applied Materials, Inc. were individually greater than 10.0% of accounts receivable as of December 29, 2023 and December 30, 2022, in the aggregate approximately 26.8 % and 38.5 % of accounts receivable, respectively. |
Fair Value of Measurements | Fair Value of Measurements The Company measures its cash equivalents, derivative contracts, contingent earn-out liabilities and pension obligation at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. Level 3 — Unobservable inputs that are supported by little or no market activities. |
Derivative Financial Instruments | Derivative Financial Instruments The Company uses forward contracts to hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions typically expected to occur within 24 months. The purpose of the hedge is to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated costs and eventual cash flows. The Company recognizes derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Consolidated Statements of Operations as other income (expense), net, or as a component of AOCI in the accompanying Consolidated Balance Sheets. |
Inventories | Inventories Inventories are stated at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. The Company evaluates the valuation of all inventories, including raw materials, work-in-process, finished goods and spare parts on a periodic basis. Obsolete inventory or inventory in excess of management’s estimated usage is written down to its estimated market value less costs to sell, if less than its cost. Inherent in the estimates of market value are management’s estimates related to economic trends and future demand for the Company’s products. Inventory write downs inherently involve judgments based on assumptions about expected future demand and the impact of market conditions on those assumptions. Although the Company believes that the assumptions it used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs. For further discussion of the Company’s inventories see Note 4 of Notes to the Consolidated Financial Statements. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost, or, in the case of equipment under finance leases, the present value of future minimum lease payments at inception of the related lease. The Company also capitalizes interest on borrowings related to eligible capital expenditures. Direct costs incurred to develop software for internal use are capitalized. Costs related to the design or maintenance of internal use software are expensed as incurred. Depreciation expense is computed using the straight-line method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. For further discussion of the Company’s property, plant and equipment see Note 4 of Notes to the Consolidated Financial Statements. |
Long-lived Assets | Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The Company assesses the fair value of the assets based on the amount of the undiscounted future cash flows that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset are less than the carrying value of the asset. If the Company identifies an impairment, the Company reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach. At the end of fiscal years 2023, 2022 and 2021 , the Company assessed the carrying value of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required. |
Leases | Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and reassesses that conclusion if the arrangement is modified. When the Company determines the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or a finance lease. Operating and finance leases with lease terms of greater than one year result in the Company recording a right-of-use (“ROU”) asset and lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable or when the implicit interest rate is not readily determinable, the Company uses its incremental borrowing rate. The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization. The incremental borrowing rate is based on the Company’s collateralized borrowing capabilities over a similar term of the lease payments. The Company utilizes the incremental borrowing rate based on bank loan rates at the respective locations for leases where appropriate and the consolidated group bank loan rate where the Company does not have local bank financings. The operating lease ROU asset also includes any lease payments made in advance and is reduced by any lease incentives. Specific lease terms used in computing the ROU assets and lease liabilities may include options to extend or terminate the lease when the Company believes it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in operating lease ROU assets, other current liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheet. The Company’s finance leases at December 29, 2023 were not significant. For further discussion of the Company’s leases see Note 14 of Notes to the Consolidated Financial Statements. |
Goodwill and Indefinite Lived Intangible Assets | Goodwill and Indefinite Lived Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if indicators of potential impairment exist. Intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated future discounted cash flows. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present. There were no impairments of the Company’s goodwill and purchased intangible assets in fiscal year 2023 . For further discussion of the Company’s goodwill and intangible assets see Note 6 of Notes to the Consolidated Financial Statements. |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs Debt issuance costs incurred in connection with obtaining debt financing are deferred and presented as a direct deduction from Bank Borrowings in the accompanying Consolidated Balance Sheets. Deferred costs are amortized on an effective interest method basis over the contractual term. |
Defined Benefit Plan | Defined Benefit Pension Plan The Company has several noncontributory defined benefit pension plans cov ering substantially all of the employees of two of its foreign entities upon termination of their employee services. The benefits for these plans are based on expected years of service and average compensation. The net period costs are recognized as employees render the services necessary to earn the postretirement benefits. The Company records annual amounts relating to the pension plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive gain (loss) and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plan are reasonable based on its experience and market conditions. For further discussion of the Company’s defined benefit pension plan see Note 9 of Notes to the Consolidated Financial Statements. |
Revenue Recognition | Revenue Recognition Revenue is recognized when the Company satisfies performance obligations as evidenced by the transfer of control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company performs the following five steps to determine when to recognize revenue: (1) identification of the contract(s) with its customers, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, a performance obligation is satisfied. The Company infrequently sells certain finished goods inventory on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard. For further discussion of the Company’s revenue recognition see Note 13 of Notes to the Consolidated Financial Statements. Shipping and Handling Costs Shipping and handling costs are included as a component of cost of revenues. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to directors and certain employees. These equity-based awards include restricted stock awards (“RSAs”), performance stock units (“PSUs”) and restricted stock units (“RSUs”). The RSAs and RSUs use the closing price of stock price on the day preceding the grant date as a proxy for fair value and compensation expense. The PSUs contain market conditions, and compensation expense is measured using a Monte Carlo simulation model and recognized over the requisite service period based on the expected market performance as of the grant date. The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price. For further discussion of the Company’s employees stock plans see Note 12 of Notes to the Consolidated Financial Statements. |
Government Subsidies | Government Subsidies Government subsidies are recognized where there is reasonable assurance that the subsidy will be received and all attached conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the subsidy relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. When the subsidy does not relate to specific expenses or assets, the income is accounted for in the period where there is reasonable assurance that the subsidy will be received. For further discussion of the Company’s government subsidies see Note 17 of Notes to the Consolidated Financial Statements. |
Income Taxes | Income Taxes The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future federal, state, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. The Company accounts for Global Intangible Low-Taxed Income as period costs when incurred. For further discussion of the Company’s income taxes see Note 8 of Notes to the Consolidated Financial Statements |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding and common equivalent shares from dilutive restricted stock using the treasury stock method, except when such shares are anti-dilutive. In accordance with Accounting Standards Codification 718, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of in-the-money stock options and restricted stock units. This results in the assumed buyback of additional shares, thereby reducing the dilutive impact of equity awards. For further information of the Company’s income per share see Note 15 of Notes to Consolidated Financial Statements. |
Business Combinations | Business Combinations The Company recognizes assets acquired (including goodwill and identifiable intangible assets), liabilities assumed and noncontrolling interest at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred. For further discussion of the Company’s business combinations see Note 2 of Notes to the Consolidated Financial Statements |
Recently Issued Accounting Pronouncements Not Yet Adopted | Accounting Standards Recently Adopted The Company did not adopt any new accounting standards during fiscal year 2023 that had a significant impact on the Company’s Consolidated Financial Statements. Accounting Standards Not Yet Adopted In November 2023, FASB issued Accounting Standard Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company expects this ASU to only impact its disclosures with no impact to its results of operations, cash flows and financial condition. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. ASU No. 2023-09 is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU No. 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Customers as Percentage of Total Revenues | The Company’s most significant customers (having individually accounted for 10% or more of revenues) and their related revenues as a percentage of total revenues were as follows: Year Ended 2023 2022 2021 Lam Research Corporation 34.0 % 39.5 % 40.2 % Applied Materials, Inc. 23.4 23.2 23.8 Total 57.4 % 62.7 % 64.0 % |
Business Combinations (Tables)
Business Combinations (Tables) - HIS Innovations Group [Member] | 12 Months Ended |
Dec. 29, 2023 | |
Business Acquisition [Line Items] | |
Summary of Preliminary Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interest at Date of Acquisition | The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition: (In millions) Amount Cash and cash equivalents $ 0.4 Accounts receivable 5.6 Inventories 11.4 Prepaid expenses and other assets 2.7 Property, plant and equipment 9.3 Goodwill 16.4 Purchased intangible assets 51.6 Operating lease right-of-use assets 7.5 Total assets acquired 104.9 Accounts payable ( 8.1 ) Accrued compensation and related benefits ( 0.7 ) Other current liabilities ( 0.9 ) Deferred tax liabilities ( 12.0 ) Operating lease liabilities ( 9.6 ) Total liabilities assumed ( 31.3 ) Total consideration transferred $ 73.6 |
Summary of Purchased Intangible Assets | The following table summarizes the intangible assets acquired and the useful lives of these assets: Purchased Useful Intangible (In years) (In millions) Customer relationships 7 $ 35.2 IP knowhow 5 11.2 Developed technology 5 4.6 Backlog 1 0.6 Total purchased intangible assets $ 51.6 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Inventories | Inventories consisted of the following: December 29, December 30, (In millions) 2023 2022 Raw materials $ 197.9 $ 230.4 Work in process 107.2 142.3 Finished goods 69.4 71.2 Total $ 374.5 $ 443.9 |
Property, Plant and Equipment, Net | Property, plant and equipment, net, consisted of the following: Useful Life December 29, December 30, (In millions) (In years) 2023 2022 Land n/a $ 5.6 $ 3.0 Buildings 50 57.1 58.6 Leasehold improvements * 110.8 81.3 Machinery and equipment 5 - 10 207.4 152.5 Computer equipment and software 3 - 10 72.2 68.3 Furniture and fixtures 5 5.0 5.1 458.1 368.8 Accumulated depreciation ( 170.3 ) ( 146.0 ) Construction in progress 40.5 56.8 Total $ 328.3 $ 279.6 * Lesser of estimated useful life or remaining lease term |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Fair Value Disclosures [Abstract] | |
Assets or Liabilities Measured at Fair Value | The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: Fair Value Measurement at Reporting Date Using Description December 29, 2023 Quoted Prices in Significant Significant (In millions) Other non-current assets: Plan assets $ 1.3 $ — $ — $ 1.3 Other current liabilities: Forward contracts $ 0.1 $ — $ 0.1 $ — Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 Contingent earn-out $ 29.1 $ — $ — $ 29.1 Fair Value Measurement at Reporting Date Using Description December 30, 2022 Quoted Prices in Significant Significant (In millions) Prepaid expenses and other current assets: Forward contracts $ 0.3 $ — $ 0.3 $ — Other non-current assets: Plan assets $ 2.2 $ — $ — $ 2.2 Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Details of Goodwill | Details of aggregate goodwill of the Company are as follows: (In millions) Products Services Total Balance at December 30, 2022 $ 175.3 $ 73.5 $ 248.8 Acquisition of HIS 16.4 — 16.4 Balance at December 29, 2023 $ 191.7 $ 73.5 $ 265.2 |
Purchased Intangible Assets | Details of intangible assets were as follows: As of December 29, 2023 As of December 30, 2022 Gross Gross Useful Life Carrying Accumulated Carrying Carrying Accumulated Carrying (Dollars in millions) (In years) Amount Amortization Value Amount Amortization Value Customer relationships 6 - 10 $ 207.2 $ ( 97.5 ) $ 109.7 $ 172.0 $ ( 81.8 ) $ 90.2 Recipes 20 73.2 ( 19.5 ) 53.7 73.2 ( 15.8 ) 57.4 Intellectual property/knowhow 7 - 15 48.9 ( 18.4 ) 30.5 37.7 ( 15.7 ) 22.0 Tradename 4 - 6 * 32.5 ( 22.1 ) 10.4 32.5 ( 20.9 ) 11.6 Standard operating procedures 20 8.6 ( 2.3 ) 6.3 8.6 ( 1.9 ) 6.7 Developed technology 5 4.6 ( 0.2 ) 4.4 — — — Backlog 1 0.6 ( 0.3 ) 0.3 3.1 ( 3.1 ) 0.0 Total $ 375.6 $ ( 160.3 ) $ 215.3 $ 327.1 $ ( 139.2 ) $ 187.9 |
Future Estimated Amortization Expense | As of December 29, 2023, future estimated amortization expense is expected to be as follows: Amortization (In millions) Expense 2024 $ 30.4 2025 28.1 2026 27.2 2027 26.9 2028 23.8 Thereafter 69.9 Total $ 206.3 |
Borrowing Arrangements (Tables)
Borrowing Arrangements (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Future Debt Payment Obligations | As of December 29, 2023, the Company’s future debt principal payment obligations for the respective fiscal years were as follows: Debt (In millions) (Principal only) 2024 $ 21.7 2025 463.6 Total $ 485.3 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | The provision for income taxes consisted of the following: Year Ended December 29, December 30, December 31, (In millions) 2023 2022 2021 Current: Federal $ 0.1 $ ( 0.8 ) $ — State 0.3 1.1 1.0 Foreign 22.7 37.5 30.0 Total current 23.1 37.8 31.0 Deferred: Federal ( 9.4 ) 0.3 0.3 State ( 1.5 ) 0.2 0.4 Foreign ( 1.3 ) ( 0.4 ) ( 3.8 ) Total deferred ( 12.2 ) 0.1 ( 3.1 ) Total provision $ 10.9 $ 37.9 $ 27.9 |
U.S. and Foreign Components of Income before Income Taxes | Income before provision for income taxes was generated from the following geographic areas: Year Ended December 29, December 30, December 31, (In millions) 2023 2022 2021 United States $ ( 133.5 ) $ ( 61.9 ) $ ( 42.1 ) Foreign 122.2 150.2 196.4 Total pretax income $ ( 11.3 ) $ 88.3 $ 154.3 |
Effective Tax Rate Differs from U.S. Federal Statutory Tax Rate | The effective tax rate differs from the U.S. federal statutory tax rate as follows: Year Ended December 29, December 30, December 31, 2023 2022 2021 Federal income tax provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 48.5 % ( 1.6 ) % ( 0.1 ) % Effect of foreign operations 21.5 % ( 6.7 ) % ( 10.3 ) % Change in valuation allowance ( 34.0 ) % 24.3 % 2.9 % Foreign income inclusions ( 141.2 ) % 4.0 % 4.9 % Nondeductible executive compensation ( 7.0 ) % 1.8 % 1.8 % Stock-based compensation ( 3.7 ) % ( 0.3 ) % ( 3.1 ) % Acquisition related expenses ( 8.0 ) % — 1.0 % Tax credits 6.2 % ( 0.7 ) % ( 0.1 ) % Other 0.2 % 1.1 % 0.1 % Effective Tax Rate ( 96.5 ) % 42.9 % 18.1 % |
Significant Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows: Year Ended December 29, December 30, (In millions) 2023 2022 Deferred tax assets: Interest expense limitation $ 29.4 $ 19.1 Operating lease liabilities 27.3 14.7 Intangibles — 13.1 Tax loss carryforwards 19.9 15.4 Capitalized research and development costs 10.9 7.0 Inventory valuation and basis difference 5.3 4.0 Accruals 4.4 5.9 Tax credits 7.3 4.9 Other timing differences 7.1 5.0 111.6 89.1 Valuation allowance ( 57.9 ) ( 53.1 ) Total deferred tax assets 53.7 36.0 Deferred tax liabilities: Goodwill ( 19.7 ) ( 17.4 ) Operating lease right-of-use assets ( 26.1 ) ( 14.5 ) Intangibles ( 12.9 ) ( 10.9 ) Depreciation ( 9.0 ) ( 7.1 ) Other ( 1.9 ) ( 2.3 ) Total deferred tax liabilities ( 69.6 ) ( 52.2 ) Net deferred tax liabilities $ ( 15.9 ) $ ( 16.2 ) |
Activity Related to Company's Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions): Balance as of December 25, 2020 $ 0.9 Increases related to prior year tax positions 0.2 Increases related to current year tax positions 0.7 Expiration of the statute of limitations for the assessment of taxes ( 0.2 ) Balance at December 31, 2021 $ 1.6 Increases related to prior year tax positions 0.1 Increases related to current year tax positions 1.0 Balance at December 30, 2022 $ 2.7 Increases related to prior year tax positions — Increases related to current year tax positions 0.3 Settlement ( 0.1 ) Balance at December 29, 2023 $ 2.9 |
Retirement Plans (Tables)
Retirement Plans (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Future Payment Obligations | As of December 29, 2023, the Company’s future payment obligations for the respective fiscal years are as follows: (In millions) 2024 $ 1.8 2025 1.7 2026 2.6 2027 1.4 2028 1.2 Thereafter 11.1 Total $ 19.8 |
Employee Stock Plans (Tables)
Employee Stock Plans (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations | Total stock-based compensation during the fiscal years 2023, 2022 and 2021, respectively, in various expense categories was as follows: Year Ended December 29, December 30, December 31, (In millions) 2023 2022 2021 Cost of revenues (1) $ 1.3 $ 1.5 $ 2.0 Research and development 0.3 0.3 0.2 Sales and marketing 1.5 1.3 1.3 General and administrative 9.0 16.0 12.3 Total stock-based compensation $ 12.1 $ 19.1 $ 15.8 (1) Stock-based compensation expenses capitalized in inventory for fiscal years 2023, 2022 and 2021 were immaterial. |
Summary of Restricted Stock Unit and Restricted Stock Award Activity | The following table summarizes the Company’s PSUs, RSUs and RSAs activities through the year ended December 29, 2023: Aggregate Intrinsic Number of Value Shares (In millions) Unvested restricted stock units and restricted stock awards at December 31, 2021 1.2 $ 69.3 Granted 0.7 Vested ( 0.7 ) Forfeited ( 0.1 ) Unvested restricted stock units and restricted stock awards at December 30, 2022 1.1 $ 37.6 Granted 0.8 Vested ( 0.5 ) Forfeited 0.0 Unvested restricted stock units and restricted stock awards at December 29, 2023 1.4 $ 46.1 Vested and expected to vest restricted stock units and restricted stock 1.3 $ 46.0 |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary for PSU awards Company used for the Monte Carlo simulation | For the PSU awards, the Company used the following inputs for the Monte Carlo simulation: Year Ended December 29, December 30, December 31, 2023 2022 2021 Stock price $ 28.19 $ 32.17 $ 52.73 Term 2.68 years 2.68 years 2.67 years Expected volatilities 57.4 % 65.9 % 64.7 % Risk-free rate 3.9 % 2.7 % 0.3 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Area | The following table sets forth revenue by geographic area (in millions): Year Ended December 29, December 30, December 31, 2023 2022 (1) 2021 Singapore $ 608.7 $ 898.9 $ 778.5 United States 526.8 738.0 734.4 Austria 124.9 117.2 98.5 China 118.1 131.4 99.9 South Korea 94.2 151.4 152.7 Taiwan 71.3 97.2 88.1 Malaysia 21.8 50.4 34.1 Israel 18.1 19.2 22.3 Others 150.6 170.6 93.1 Total $ 1,734.5 $ 2,374.3 $ 2,101.6 (1) During fiscal year 2023, management identified an immaterial disclosure error related to revenues by geography during fiscal year 2022. Certain shipments to United States but should have been shipments made internationally. The Company has corrected this immaterial disclosure error in this Annual Report on Form 10-K. This correction does not have an effect on Consolidated Balance Sheets, Statements of Operations, Statements of Cash Flows and Statement of Stockholder’s Equity. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense were summarized as follows: Year Ended (Dollars in millions) December 29, 2023 December 30, 2022 Operating lease cost $ 25.6 $ 21.9 Short-term lease cost 2.7 1.9 Sublease income ( 0.4 ) ( 0.4 ) Total lease cost $ 27.9 $ 23.4 Operating cash flows used in operating leases $ 24.0 $ 21.9 Weighted-average remaining lease term – operating leases 10.1 8.3 Weighted-average discount rate – operating leases 6.7 % 4.8 % |
Summary of Future Minimum Payments under Operating Leases | Future minimum payments under operating leases as of December 29, 2023 were summarized as follows: (In millions) Operating Leases 2024 $ 28.0 2025 25.3 2026 21.4 2027 20.8 2028 18.8 Thereafter 112.6 Total minimum lease payments 226.9 Less: imputed interest ( 65.8 ) Lease liability $ 161.1 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (loss) Per Share | The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share: Year Ended December 29, December 30, December 31, (In millions, except share amounts) 2023 2022 2021 Numerator: Net income (loss) attributable to UCT $ ( 31.1 ) $ 40.4 $ 119.5 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 44.7 45.2 43.5 Shares used in computation — diluted: Weighted average common shares outstanding 44.7 45.2 43.5 Dilutive effect of common shares outstanding subject to repurchase — 0.5 0.9 Shares used in computing diluted net income (loss) per share 44.7 45.7 44.4 Net income (loss) per share attributable to UCT — basic $ ( 0.70 ) $ 0.89 $ 2.75 Net income (loss) per share attributable to UCT — diluted $ ( 0.70 ) $ 0.88 $ 2.69 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Segment Reporting [Abstract] | |
Summary of Segment Description and Data | The following table describes each segment: Segment Product or Services Primary Markets Served Geographic Areas Products Assembly Semiconductor Americas Services Cleaning Semiconductor Americas Year Ended December 29, December 30, December 31, (In millions) 2023 2022 2021 Revenues: Products $ 1,501.6 $ 2,074.7 $ 1,803.9 Services 232.9 299.6 297.7 Total segment revenues $ 1,734.5 $ 2,374.3 $ 2,101.6 Gross profit: Products $ 211.1 $ 362.4 $ 325.2 Services 66.2 102.6 104.8 Total segment gross profit $ 277.3 $ 465.0 $ 430.0 Operating profit: Products $ 29.9 $ 90.4 $ 154.3 Services 5.3 30.0 31.4 Total segment operating profit $ 35.2 $ 120.4 $ 185.7 December 29, December 30, (In millions) 2023 2022 Assets Products $ 1,617.5 $ 1,650.2 Services 250.2 310.7 Total segment assets $ 1,867.7 $ 1,960.9 Long-lived assets comprised of operating lease right-of-use assets and property, plant and equipment, net, reported based on the location of the asset. The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $165.4 million, $84.3 million, $74.3 million, $54.3 million and $101.7 million, respectively as of December 29, 2023, and $102.1 million, $53.5 million, $75.4 million, $57.1 million and $90.5 million, respectively as of December 30, 2022. |
Organization and Significant _4
Organization and Significant Accounting Policies - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 USD ($) Customer | Dec. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Concentration Risk [Line Items] | |||
Impairments of goodwill and intangible assets | $ | $ 0 | $ 0 | $ 0 |
Customer Concentration Risk [Member] | Lam Research Corporation, Applied Materials, Inc. and ASM International, Inc. [Member] | |||
Concentration Risk [Line Items] | |||
Number of customers with accounts receivable greater than 10% | Customer | 2 | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Lam Research Corporation, Applied Materials, Inc. and ASM International, Inc. [Member] | |||
Concentration Risk [Line Items] | |||
Concentration percentage | 26.80% | 38.50% | |
Minimum Member | |||
Concentration Risk [Line Items] | |||
Fiscal year duration | 364 days | ||
Maximum Member | |||
Concentration Risk [Line Items] | |||
Fiscal year duration | 371 days | ||
Measurement period to determine fair value of assets and liabilities | 12 months |
Organization and Significant _5
Organization and Significant Accounting Policies - Customers as Percentage of Total Revenues (Detail) - Sales [Member] - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Lam Research Corporation [Member] | |||
Concentration Risk [Line Items] | |||
Total | 34% | 39.50% | 40.20% |
Applied Materials, Inc. [Member] | |||
Concentration Risk [Line Items] | |||
Total | 23.40% | 23.20% | 23.80% |
Total Customer | |||
Concentration Risk [Line Items] | |||
Total | 57.40% | 62.70% | 64% |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - HIS Innovations Group [Member] - USD ($) $ in Millions | 12 Months Ended | |
Oct. 25, 2023 | Dec. 29, 2023 | |
Business Acquisition [Line Items] | ||
Date of acquisition | Oct. 25, 2023 | |
Business acquisition percentage of voting interests acquired | 100% | |
Business acquisition potential cash earn-out payments | $ 70 | |
Business acquisition fair value of potential earn-out payments | 27.1 | |
Total purchase consideration | 73.6 | |
Cash consideration | $ 46.5 | |
Acquisition related costs | $ 4.7 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interest at Date of Acquisition (Detail) - USD ($) $ in Millions | Dec. 29, 2023 | Oct. 25, 2023 | Dec. 30, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 265.2 | $ 248.8 | |
HIS Innovations Group [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 0.4 | ||
Accounts receivable | 5.6 | ||
Inventories | 11.4 | ||
Prepaid expenses and other assets | 2.7 | ||
Property, plant and equipment | 9.3 | ||
Goodwill | 16.4 | ||
Purchased intangible assets | 51.6 | ||
Operating lease right-of-use assets | 7.5 | ||
Total assets acquired | 104.9 | ||
Accounts payable | (8.1) | ||
Accrued compensation and related benefits | (0.7) | ||
Other current liabilities | (0.9) | ||
Deferred tax liabilities | (12) | ||
Operating lease liabilities | (9.6) | ||
Total liabilities assumed | (31.3) | ||
Total consideration transferred | $ 73.6 |
Business Combinations - Schedul
Business Combinations - Schedule of Total Purchased Intangible Assets (Detail) - HIS Innovations Group [Member] $ in Millions | Oct. 25, 2023 USD ($) |
Business Acquisition [Line Items] | |
Purchased intangible assets | $ 51.6 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Useful life | 7 years |
Purchased intangible assets | $ 35.2 |
Intellectual Property [Member] | |
Business Acquisition [Line Items] | |
Useful life | 5 years |
Purchased intangible assets | $ 11.2 |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Useful life | 5 years |
Purchased intangible assets | $ 4.6 |
Backlog [Member] | |
Business Acquisition [Line Items] | |
Useful life | 1 year |
Purchased intangible assets | $ 0.6 |
Business Divestiture - Addition
Business Divestiture - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net loss on divestitures | $ 0 | $ 77.4 | $ 0 |
Goodwill Member | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net loss on divestitures | 19.7 | ||
Intangible Assets Member | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net loss on divestitures | 27.8 | ||
Net Assets Member | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net loss on divestitures | $ 29.9 |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Inventories (Detail) - USD ($) $ in Millions | Dec. 29, 2023 | Dec. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 197.9 | $ 230.4 |
Work in process | 107.2 | 142.3 |
Finished goods | 69.4 | 71.2 |
Total | $ 374.5 | $ 443.9 |
Balance Sheet Information - Pro
Balance Sheet Information - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Millions | Dec. 29, 2023 | Dec. 30, 2022 |
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements net excluding construction in progress | $ 458.1 | $ 368.8 |
Accumulated depreciation | (170.3) | (146) |
Construction in progress | 40.5 | 56.8 |
Total | 328.3 | 279.6 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 5.6 | 3 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 57.1 | 58.6 |
Property, plant and equipment, useful life | 50 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 110.8 | 81.3 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 207.4 | 152.5 |
Machinery and Equipment [Member] | Minimum Member | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | |
Machinery and Equipment [Member] | Maximum Member | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years | |
Computer Equipment and Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 72.2 | 68.3 |
Computer Equipment and Software [Member] | Minimum Member | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Computer Equipment and Software [Member] | Maximum Member | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 5 | $ 5.1 |
Property, plant and equipment, useful life | 5 years |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 29, 2023 USD ($) | |
Fair Value Disclosures [Abstract] | |
Aggregate pension benefit obligations | $ 12.7 |
Fair value of benefit plan assets | 12.4 |
Overfunded pension benefit | 0.3 |
Gain loss from change in fair value of contingent earn-out liability | $ 2 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured (Details) - USD ($) $ in Millions | Dec. 29, 2023 | Dec. 30, 2022 |
Forward Contracts [Member] | ||
Other assets: | ||
Assets measured at fair value | $ 0.3 | |
Other liabilities: | ||
Liabilities measured at fair value | $ 0.1 | |
Plan Assets [Member] | ||
Other assets: | ||
Assets measured at fair value | 1.3 | 2.2 |
Contingent Earnout Liability [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 29.1 | |
Pension Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 1.6 | 1.6 |
Significant Other Observable Inputs (Level 2) [Member] | Forward Contracts [Member] | ||
Other assets: | ||
Assets measured at fair value | 0.3 | |
Other liabilities: | ||
Liabilities measured at fair value | 0.1 | |
Significant Unobservable Inputs (Level 3) [Member] | Plan Assets [Member] | ||
Other assets: | ||
Assets measured at fair value | 1.3 | 2.2 |
Significant Unobservable Inputs (Level 3) [Member] | Contingent Earnout Liability [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | 29.1 | |
Significant Unobservable Inputs (Level 3) [Member] | Pension Obligation [Member] | ||
Other liabilities: | ||
Liabilities measured at fair value | $ 1.6 | $ 1.6 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Details of Goodwill (Detail) $ in Millions | 12 Months Ended |
Dec. 29, 2023 USD ($) | |
Goodwill [Line Items] | |
Goodwill | $ 248.8 |
Acquisition of HIS | 16.4 |
Goodwill | 265.2 |
Products Member | |
Goodwill [Line Items] | |
Goodwill | 175.3 |
Acquisition of HIS | 16.4 |
Goodwill | 191.7 |
Services Member | |
Goodwill [Line Items] | |
Goodwill | 73.5 |
Acquisition of HIS | 0 |
Goodwill | $ 73.5 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Purchased Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Definite lives intangible assets, accumulated amortization | $ (160.3) | $ (139.2) |
Total | 206.3 | |
Intangible Assets, gross carrying value | 375.6 | 327.1 |
Intangible Assets, net carrying value | 215.3 | 187.9 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lives intangible assets, gross carrying amount | 207.2 | 172 |
Definite lives intangible assets, accumulated amortization | (97.5) | (81.8) |
Total | $ 109.7 | 90.2 |
Customer Relationships [Member] | Minimum Member | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 6 years | |
Customer Relationships [Member] | Maximum Member | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 10 years | |
Recipes [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 20 years | |
Definite lives intangible assets, gross carrying amount | $ 73.2 | 73.2 |
Definite lives intangible assets, accumulated amortization | (19.5) | (15.8) |
Total | 53.7 | 57.4 |
Intellectual Property [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lives intangible assets, gross carrying amount | 48.9 | 37.7 |
Definite lives intangible assets, accumulated amortization | (18.4) | (15.7) |
Total | $ 30.5 | 22 |
Intellectual Property [Member] | Minimum Member | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 7 years | |
Intellectual Property [Member] | Maximum Member | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 15 years | |
Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Definite lives intangible assets, gross carrying amount | $ 32.5 | 32.5 |
Definite lives intangible assets, accumulated amortization | (22.1) | (20.9) |
Total | $ 10.4 | 11.6 |
Trade Names [Member] | Minimum Member | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 4 years | |
Trade Names [Member] | Maximum Member | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 6 years | |
Standard Operating Procedures [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 20 years | |
Definite lives intangible assets, gross carrying amount | $ 8.6 | 8.6 |
Definite lives intangible assets, accumulated amortization | (2.3) | (1.9) |
Total | $ 6.3 | 6.7 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 5 years | |
Definite lives intangible assets, gross carrying amount | $ 4.6 | 0 |
Definite lives intangible assets, accumulated amortization | (0.2) | 0 |
Total | $ 4.4 | 0 |
Backlog [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total purchased intangible assets, useful life | 1 year | |
Definite lives intangible assets, gross carrying amount | $ 0.6 | 3.1 |
Definite lives intangible assets, accumulated amortization | (0.3) | (3.1) |
Total | $ 0.3 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Purchased Intangible Assets (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 29, 2023 USD ($) | |
UCT Tradename [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Indefinite lived intangible assets acquired | $ 9 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||||
Amortization of purchased intangible assets | $ 24,100,000 | $ 30,000,000 | $ 33,400,000 | ||
Goodwill impairment | $ 0 | $ 0 | |||
Fluid Solutions [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Goodwill Written Off Related To Divestiture | 19,700,000 | ||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 27,800,000 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Future Estimated Amortization Expense (Detail) $ in Millions | Dec. 29, 2023 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 | $ 30.4 |
2025 | 28.1 |
2026 | 27.2 |
2027 | 26.9 |
2028 | 23.8 |
Thereafter | 69.9 |
Total | $ 206.3 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) € in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||
Apr. 01, 2022 | Sep. 24, 2021 | Mar. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | Aug. 31, 2018 USD ($) | Dec. 29, 2023 USD ($) | Dec. 29, 2023 EUR (€) | Dec. 30, 2022 USD ($) | Aug. 19, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||||
Total bank debt | $ 485.3 | ||||||||
Bank Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Unamortized debt issuance costs | $ 6.5 | ||||||||
Total bank debt | 478.8 | ||||||||
Fluid Solutions [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding debt | 6 | ||||||||
Initial available commitment | $ 18.5 | ||||||||
Minimum Member | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio | 1% | ||||||||
Consolidated leverage ratio | 1% | ||||||||
Minimum Member | Fluid Solutions [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 7.60% | 7.60% | |||||||
Maximum Member | |||||||||
Debt Instrument [Line Items] | |||||||||
Fixed charge coverage ratio | 1.25% | ||||||||
Consolidated leverage ratio | 3.75% | ||||||||
Maximum Member | Fluid Solutions [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-Term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.40% | 8.40% | |||||||
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash borrowed for acquisition and refinancing | $ 272.8 | ||||||||
Outstanding term loan | $ 355 | $ 355 | $ 479.3 | ||||||
Term loan, maturity date | Aug. 27, 2025 | ||||||||
Percentage of original outstanding principal balance as quarterly principal payment | 0.625% | ||||||||
Debt instrument, frequency of periodic payment | The Term Loan has a maturity date of August 27, 2025. The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625% of the outstanding principal balance as of March 31, 2021, with the remaining principal paid upon maturity | ||||||||
Description of interest rate term | Under the Credit Facilities, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Eurodollar Rate” (as defined in the Credit Agreement), based on SOFR, plus the applicable margin. The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB (with a stable outlook) or higher from S&P, (x) 3.50% for such Eurodollar term loans and (y) 2.50% for such ABR term loans or (ii) at all other times, (x) 3.75% for such Eurodollar term loans and (y) 2.75% for such ABR term loans. Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Eurodollar term loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. | ||||||||
Unamortized debt issuance costs | $ 6.5 | ||||||||
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 9.20% | ||||||||
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | Eurodollar [Member] | Minimum Member | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 3.50% | ||||||||
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | Eurodollar [Member] | Maximum Member | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 3.75% | ||||||||
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | ABR [Member] | Minimum Member | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 2.50% | ||||||||
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | ABR [Member] | Maximum Member | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable interest rate | 2.75% | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding amount under credit facility | $ 3.9 | ||||||||
Remaining available commitments | 146.1 | ||||||||
Revolving Credit Facility [Member] | Bank Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Initial available commitment | 7.8 | ||||||||
Remaining available commitments | 7.8 | ||||||||
Revolving Credit Facility [Member] | Czech Republic [Member] | Bank Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Initial available commitment | € | € 7 | ||||||||
Remaining available commitments | 12.5 | ||||||||
Revolving Credit Facility [Member] | United States [Member] | Bank Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining available commitments | 146.1 | ||||||||
Revolving Credit Facility [Member] | Barclays Bank PLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Initial available commitment | $ 150 | ||||||||
Maturity date | Feb. 27, 2025 | ||||||||
Commitment fee percentage | 0.25% | ||||||||
Remaining available commitments | $ 150 | ||||||||
Letter of Credit Facility [Member] | Barclays Bank PLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Initial available commitment | $ 50 | ||||||||
Maturity date | Feb. 27, 2025 | ||||||||
Commitment fee percentage | 2.50% | ||||||||
Percentage of undrawn and unexpired amount of letter of credit as fronting fee | 0.125% | ||||||||
Outstanding amount under credit facility | 3.9 | ||||||||
Remaining available commitments | $ 46.1 |
Borrowing Arrangements - Schedu
Borrowing Arrangements - Schedule of Future Debt Payment Obligations (Detail) $ in Millions | Dec. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 21.7 |
2025 | 463.6 |
Total | $ 485.3 |
Income Taxes - U.S. and Foreign
Income Taxes - U.S. and Foreign Components of Income before Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
United States | $ (133.5) | $ (61.9) | $ (42.1) | |
Foreign | 122.2 | 150.2 | 196.4 | |
Income (loss) before provision for income taxes | $ (11.3) | $ 88.3 | $ 154.3 | $ 154.3 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 0.1 | $ (0.8) | |
State | 0.3 | 1.1 | $ 1 |
Foreign | 22.7 | 37.5 | 30 |
Total current | 23.1 | 37.8 | 31 |
Deferred: | |||
Federal | (9.4) | 0.3 | 0.3 |
State | (1.5) | 0.2 | 0.4 |
Foreign | (1.3) | (0.4) | (3.8) |
Total deferred | (12.2) | 0.1 | (3.1) |
Total provision | $ 10.9 | $ 37.9 | $ 27.9 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Differs from U.S. Federal Statutory Tax Rate (Detail) | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax provision at statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 48.50% | (1.60%) | (0.10%) |
Effect of foreign operations | 21.50% | (6.70%) | (10.30%) |
Change in valuation allowance | (34.00%) | 24.30% | 2.90% |
Foreign income inclusions | (141.20%) | 4% | 4.90% |
Nondeductible executive compensation | (7.00%) | 1.80% | 1.80% |
Stock-based compensation | (3.70%) | (0.30%) | (3.10%) |
Acquisition related expenses | (8.00%) | 1% | |
Tax credits | 6.20% | (0.70%) | (0.10%) |
Other | 0.20% | 1.10% | 0.10% |
Effective Tax Rate | (96.50%) | 42.90% | 18.10% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Millions | Dec. 29, 2023 | Dec. 30, 2022 |
Deferred Tax Assets, Net [Abstract] | ||
Valuation allowance | $ (57.9) | |
Total deferred tax assets | 53.7 | $ 36 |
Non-current deferred tax liability: | ||
Goodwill | (19.7) | (17.4) |
Operating lease right-of-use assets | (26.1) | (14.5) |
Intangibles | (12.9) | (10.9) |
Depreciation | (9) | (7.1) |
Other | (1.9) | (2.3) |
Total deferred tax liabilities | (69.6) | (52.2) |
Net deferred tax liabilities | (15.9) | (16.2) |
Deferred Tax Assets Noncurrent [Member] | ||
Deferred Tax Assets, Net [Abstract] | ||
Interest expense limitation | 29.4 | 19.1 |
Operating lease liabilities | 27.3 | 14.7 |
Intangibles | 13.1 | |
Tax loss carryforwards | 19.9 | 15.4 |
Capitalized research and development costs | 10.9 | 7 |
Inventory valuation and basis difference | 5.3 | 4 |
Accruals | 4.4 | 5.9 |
Tax credits | 7.3 | 4.9 |
Other timing differences | 7.1 | 5 |
Deferred tax assets, gross non-current | 111.6 | 89.1 |
Valuation allowance | $ (57.9) | $ (53.1) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Income Taxes [Line Items] | ||||
Undistributed earnings of foreign subsidiaries | $ 491 | |||
Deferred Tax Assets, Valuation Allowance | 57.9 | |||
Deferred Tax Assets Increase In Valuation Allowance | 4.8 | |||
Gross liability for unrecognized tax benefits | 2.9 | $ 2.7 | $ 1.6 | $ 0.9 |
Tax benefit receivable | 2.1 | 2.2 | ||
Interest related to uncertain tax positions | $ 0.3 | $ 0.3 | $ 0.2 | |
Singapore [Member] | Maximum Member | ||||
Income Taxes [Line Items] | ||||
Reduction in local tax on certain Singapore income from a statutory rate | 17% | |||
Singapore [Member] | Minimum Member | ||||
Income Taxes [Line Items] | ||||
Reduction in local tax on certain Singapore income from a statutory rate | 5% | |||
Federal Tax Authority | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 6.5 | |||
State Tax Authority | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 122.8 | |||
Operating loss carryforwards, expiration beginning year | 2028 | |||
Foreign Tax Authority | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 18.8 | |||
Operating loss carryforwards, expiration beginning year | 2026 | |||
Deferred Tax Assets Tax Credit Carry Forwards Expiration Year | 2043 | |||
Tax credits | $ 7.1 |
Income Taxes - Activity Related
Income Taxes - Activity Related to Company's Unrecognized Tax Benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Balance as of the beginning of period | $ 2.7 | $ 1.6 | $ 0.9 |
Increases related to prior year tax positions | 0.1 | 0.2 | |
Increases related to current year tax positions | 0.3 | 1 | 0.7 |
Expiration of the statute of limitations for the assessment of taxes | (0.2) | ||
Settlement | (0.1) | ||
Balance as of the end of period | $ 2.9 | $ 2.7 | $ 1.6 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Benefit obligations | $ 12.7 | ||
Fair value of benefit plan assets | 12.4 | ||
Funded balance of benefit plan | $ 0.3 | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | General and Administrative Expense | General and Administrative Expense | |
Amounts recognized in the consolidated statement of operations | $ 1.9 | $ 2 | |
Amounts recognized in accumulated other comprehensive income | 0.4 | 1.2 | |
Contributions to the plan by the Company and its subsidiaries | $ 1.5 | 3 | |
Contribution from salary | 25% | ||
Matching contribution of participation salary | 50% | ||
Discretionary employer contributions | $ 3.2 | $ 3.3 | $ 2.7 |
Maximum Member | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Matching contribution based upon eligibility | 60% |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Future Payment Obligations (Details) $ in Millions | Dec. 29, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 1.8 |
2025 | 1.7 |
2026 | 2.6 |
2027 | 1.2 |
2028 | 1.4 |
Thereafter | 11.1 |
Total | $ 19.8 |
Stockholders' Equity and Nonc_2
Stockholders' Equity and Noncontrolling Interests - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | Oct. 20, 2022 | Aug. 27, 2018 | |
Business Acquisition [Line Items] | |||||
Proceeds from issuance of common stock | $ 0.8 | $ 0.7 | $ 193.6 | ||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Issuance of common stock, Shares | 3.7 | ||||
Share repurchase program | $ 150 | ||||
Repurchase of shares, Shares | 1.1 | 0.3 | |||
Treasury Shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Repurchase of shares, Shares | (1.1) | (0.3) | |||
Treasury Shares [Member] | Share Repurchase Program [Member] | |||||
Business Acquisition [Line Items] | |||||
Repurchase of shares, Shares | 1.4 | ||||
Cinos Co Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of value used for fair value of non-controlling interest estimates | 100% | ||||
Rovac Pte, Ltd [Member] | |||||
Business Acquisition [Line Items] | |||||
Remaining interest | $ 1.8 |
Employee Stock Plans - Addition
Employee Stock Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation | $ 12.1 | $ 19.1 | $ 15.8 |
Unrecognized compensation cost | $ 23.5 | ||
Estimated period of options amortization | 1 year 9 months 18 days | ||
Vested shares issued net of tax withholdings | 500,000 | 600,000 | 600,000 |
Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Employee common stock fair market value rate | 85% | ||
Number of shares of common stock issued under the ESPP | 39,286 | ||
Stock based compensation expense | $ 0.4 | $ 0.1 | $ 0.3 |
Employees | Employee Stock Purchase Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average fair value, granted | $ 28.19 | ||
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vested shares withheld to satisfy withholding tax obligations | 100,000 | 100,000 | 100,000 |
Restricted Stock Units (RSUs) | Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unit purchase price of Restricted Stock Units | $ 0 | ||
Shares vesting period, years | 3 years | ||
Restricted Stock Unit and Restricted Stock Award [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted stock units | 800,000 | 700,000 | |
Restricted Stock Unit and Restricted Stock Award [Member] | Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unit purchase price of Restricted Stock Units | $ 0 | ||
Granted stock units | 600,000 | ||
Restricted Stock Unit and Restricted Stock Award [Member] | Board Members [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted stock units | 37,072 | 25,907 | 18,893 |
Unamortized expense of Company's unvested restricted stock awards | $ 0.4 | ||
Performance Based Vesting Restricted Stock [Member] | Employees | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted stock units | 100,000 | ||
Weighted average fair value, granted | $ 28.19 | ||
Performance Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share Based Compensation Arrangement By Share Based Payment Award Performance Objective Period | 3 years | ||
Percentage Expected Target Award Range, Minimum | 0% | ||
Percentage Expected Target Award Range, Maximum | 200% | ||
Earned Out Unit Range From | 25% | ||
Earned Out Unit Range To | 25% |
Employee Stock Plans - Stock-Ba
Employee Stock Plans - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 12.1 | $ 19.1 | $ 15.8 | |
Cost of Revenues [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | [1] | 1.3 | 1.5 | 2 |
Research and Development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 0.3 | 0.3 | 0.2 | |
Sales and Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 1.5 | 1.3 | 1.3 | |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 9 | $ 16 | $ 12.3 | |
[1] Stock-based compensation expenses capitalized in inventory for fiscal years 2023, 2022 and 2021 were immaterial. |
Employee Stock Plans - Summary
Employee Stock Plans - Summary of Restricted Stock Unit and Restricted Stock Award Activity (Detail) - Restricted Stock Unit and Restricted Stock Award [Member] - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unvested restricted stock units and restricted stock awards, Number of Shares, Beginning balance | 1.1 | 1.2 | |
Granted, Number of Shares | 0.8 | 0.7 | |
Vested, Number of Shares | (0.5) | (0.7) | |
Forfeited, Number of Shares | 0 | (0.1) | |
Unvested restricted stock units and restricted stock awards, Number of Shares, Ending balance | 1.4 | 1.1 | 1.2 |
Vested and expected to vest restricted stock units and restricted stock awards | 1.3 | ||
Unvested restricted stock units and restricted stock awards, Beginning balance, Aggregate Intrinsic Value | $ 46.1 | $ 37.6 | $ 69.3 |
Vested and expected to vest restricted stock units and restricted stock awards, Aggregate Intrinsic Value | $ 46 |
Employee Stock Plans - Summar_2
Employee Stock Plans - Summary for PSU awards Company used for the Monte Carlo simulation (Detail) - Performance Shares [Member] - $ / shares | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Stock price | $ 28.19 | $ 32.17 | $ 52.73 |
Simulation Term | 2.68 years | 2.68 years | 2.67 years |
Expected Volatility | 57.40% | 65.90% | 64.70% |
Risk-free rate | 3.90% | 2.70% | 0.30% |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Unpaid customer rebates | $ 2 | $ 3.8 |
Maximum Member | ||
Concentration Risk [Line Items] | ||
Product warranty period (in years) | 2 years |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue by Geographic Area (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | $ 1,734.5 | $ 2,374.3 | $ 2,101.6 |
Singapore [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | 608.7 | 898.9 | 778.5 |
United States [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | 526.8 | 738 | 734.4 |
Austria [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | 124.9 | 117.2 | 98.5 |
China [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | 118.1 | 131.4 | 99.9 |
South Korea [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | 94.2 | 151.4 | 152.7 |
Taiwan [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | 71.3 | 97.2 | 88.1 |
Malaysia [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | 21.8 | 50.4 | 34.1 |
Israel [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | 18.1 | 19.2 | 22.3 |
Others [Member] | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenues | $ 150.6 | $ 170.6 | $ 93.1 |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 29, 2023 | Dec. 30, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 25.6 | $ 21.9 |
Short-term lease cost | 2.7 | 1.9 |
Sublease income | (0.4) | (0.4) |
Total lease cost | 27.9 | 23.4 |
Operating cash flows used in operating leases | $ 24 | $ 21.9 |
Weighted-average remaining lease term – operating leases | 10 years 1 month 6 days | 8 years 3 months 18 days |
Weighted-average discount rate – operating leases | 6.70% | 4.80% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments under Operating Leases (Detail) $ in Millions | Dec. 29, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 28 |
2025 | 25.3 |
2026 | 21.4 |
2027 | 20.8 |
2028 | 18.8 |
Thereafter | 112.6 |
Total minimum lease payments | 226.9 |
Less: imputed interest | (65.8) |
Lease liability | $ 161.1 |
Leases - Additional Information
Leases - Additional Information (Detail) | Dec. 29, 2023 USD ($) |
Leases [Abstract] | |
Minimum lease payments | $ 18.7 |
Net Income Per Share - Basic an
Net Income Per Share - Basic and Diluted Net Income (loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Numerator: | ||||
Net income (loss) attributable to UCT | $ (31.1) | $ 40.4 | $ 119.5 | $ 119.5 |
Shares used in computation — basic: | ||||
Weighted average common shares outstanding | 44.7 | 45.2 | 43.5 | 43.5 |
Shares used in computation — diluted: | ||||
Weighted average common shares outstanding | 44.7 | 45.2 | 43.5 | 43.5 |
Dilutive effect of common shares outstanding subject to repurchase | 0.5 | 0.9 | ||
Shares used in computing diluted net income (loss) per share | 44.7 | 45.7 | 44.4 | 44.4 |
Net income (loss) per share attributable to UCT — basic | $ (0.7) | $ 0.89 | $ 2.75 | $ 2.75 |
Net income (loss) per share attributable to UCT — diluted | $ (0.7) | $ 0.88 | $ 2.69 | $ 2.69 |
Reportable Segments - Summary o
Reportable Segments - Summary of Segment Description (Detail) | 12 Months Ended |
Dec. 29, 2023 | |
Products Member | |
Segment Reporting Information [Line Items] | |
Product or Services | AssemblyWeldmentsMachiningFabrication |
Primary Markets Served | Semiconductor |
Geographic Areas | AmericasAsia PacificEMEA |
Services Member | |
Segment Reporting Information [Line Items] | |
Product or Services | CleaningCoatingAnalytics |
Primary Markets Served | Semiconductor |
Geographic Areas | AmericasAsia PacificEMEA |
Reportable Segments - Summary_2
Reportable Segments - Summary of Segment Data (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total segment revenues | $ 1,734.5 | $ 2,374.3 | $ 2,101.6 |
Gross profit: | |||
Total segment gross profit | 277.3 | 465 | 430 |
Operating profit: | |||
Total segment operating profit | 35.2 | 120.4 | 185.7 |
ASSETS | |||
Total segment assets | 1,867.7 | 1,960.9 | 1,867.7 |
Revenues | 1,734.5 | 2,374.3 | 2,101.6 |
Products Member | |||
Revenues: | |||
Total segment revenues | 1,501.6 | 2,074.7 | 1,803.9 |
Gross profit: | |||
Total segment gross profit | 211.1 | 362.4 | 325.2 |
Operating profit: | |||
Total segment operating profit | 29.9 | 90.4 | 154.3 |
ASSETS | |||
Total segment assets | 1,617.5 | 1,650.2 | |
Revenues | 1,501.6 | 2,074.7 | 1,803.9 |
Services Member | |||
Revenues: | |||
Total segment revenues | 232.9 | 299.6 | 297.7 |
Gross profit: | |||
Total segment gross profit | 66.2 | 102.6 | 104.8 |
Operating profit: | |||
Total segment operating profit | 5.3 | 30 | 31.4 |
ASSETS | |||
Total segment assets | 250.2 | 310.7 | |
Revenues | $ 232.9 | $ 299.6 | $ 297.7 |
Government Subsidies - Addition
Government Subsidies - Additional Information (Detail) $ in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 29, 2023 USD ($) | Dec. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 SGD ($) | Sep. 30, 2021 USD ($) | |
Government Assistance [Line Items] | |||||
Other income | $ 1.9 | $ 1 | $ 0.7 | ||
Singapore Economic Development Board | |||||
Government Assistance [Line Items] | |||||
Other income | $ 0.8 | $ 0.4 | $ 0.2 | ||
Government grants awarded | $ 2.3 | $ 1.7 |