Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 27, 2013 | Feb. 28, 2014 | Jun. 28, 2013 |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 27-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
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 | '--12-27 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 29,601,299 | ' |
Entity Public Float | ' | ' | $138 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $60,415 | $54,311 |
Accounts receivable, net of allowance of $5 and $8, respectively | 67,450 | 50,074 |
Inventory | 63,942 | 53,965 |
Deferred tax assets | 4,071 | 2,856 |
Prepaid expenses and other | 4,581 | 3,913 |
Total current assets | 200,459 | 165,119 |
Equipment and leasehold improvements, net | 8,534 | 9,282 |
Goodwill | 55,918 | 56,662 |
Purchased intangibles, net | 21,708 | 27,702 |
Deferred tax assets | 5,341 | 6,634 |
Other non-current assets | 583 | 530 |
Total assets | 292,543 | 265,929 |
Current liabilities: | ' | ' |
Bank borrowings | 37,705 | 48,706 |
Accounts payable | 53,962 | 23,485 |
Accrued compensation and related benefits | 5,730 | 4,611 |
Deferred rent, current portion | 262 | 16 |
Other current liabilities | 2,385 | 2,418 |
Total current liabilities | 100,044 | 79,236 |
Long-term debt | 17,421 | 26,934 |
Deferred rent and other liabilities | 3,149 | 2,979 |
Total liabilities | 120,614 | 109,149 |
Commitments and contingencies (See Note 11) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock - $0.001 par value, 10,000,000 authorized; none outstanding | ' | ' |
Common stock - $0.001 par value, 90,000,000 authorized; 28,694,762 and 27,910,851 shares issued and outstanding, in 2013 and 2012, respectively | 29 | 28 |
Additional paid-in capital | 147,876 | 143,152 |
Common shares held in treasury, at cost, 601,944 shares in 2013 and 2012, respectively | -3,337 | -3,337 |
Retained earnings | 27,361 | 16,937 |
Total stockholders' equity | 171,929 | 156,780 |
Total liabilities and stockholders' equity | $292,543 | $265,929 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement Of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowance | $5 | $8 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 28,694,762 | 27,910,851 |
Common stock, shares outstanding | 28,694,762 | 27,910,851 |
Treasury stock, shares | 601,944 | 601,944 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Sales | $444,022 | $403,430 | $452,639 |
Cost of goods sold | 376,693 | 347,642 | 393,647 |
Gross profit | 67,329 | 55,788 | 58,992 |
Operating expenses: | ' | ' | ' |
Research and development | 5,543 | 5,121 | 5,556 |
Sales and marketing | 9,831 | 7,033 | 7,257 |
General and administrative | 36,047 | 32,858 | 22,633 |
Acquisition costs | ' | 2,431 | ' |
Total operating expenses | 51,421 | 47,443 | 35,446 |
Income from operations | 15,908 | 8,345 | 23,546 |
Interest expense and other, net | 3,309 | 1,648 | 1,106 |
Income before provision for (benefit from) income taxes | 12,599 | 6,697 | 22,440 |
Income tax provision (benefit) | 2,175 | 1,544 | -1,294 |
Net income | $10,424 | $5,153 | $23,734 |
Net income per share: | ' | ' | ' |
Basic | $0.37 | $0.20 | $1.05 |
Diluted | $0.36 | $0.20 | $1.01 |
Shares used in computing net income per share | ' | ' | ' |
Basic | 28,346 | 25,698 | 22,689 |
Diluted | 29,037 | 26,261 | 23,437 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings/(Accumulated Deficit) [Member] |
In Thousands, except Share data | ||||
Beginning balance at Dec. 31, 2010 | $87,509 | $22 | $99,437 | ($11,950) |
Beginning balance, Shares at Dec. 31, 2010 | ' | 22,299,982 | ' | ' |
Issuance of restricted common stock | ' | 37,500 | ' | ' |
Issuance under employee stock plans | 1,011 | 1 | 1,010 | ' |
Issuance under employee stock plans, Shares | ' | 573,167 | ' | ' |
Amortization of stock-based compensation | 4,359 | ' | 4,359 | ' |
Excess tax benefit from stock-based compensation | 672 | ' | 672 | ' |
Net income | 23,734 | ' | ' | 23,734 |
Ending balance at Dec. 30, 2011 | 117,285 | 23 | 105,478 | 11,784 |
Ending balance, Shares at Dec. 30, 2011 | ' | 22,910,649 | ' | ' |
Issuance of restricted common stock | ' | 30,000 | ' | ' |
Issuance under employee stock plans | 327 | 1 | 326 | ' |
Issuance under employee stock plans, Shares | ' | 514,889 | ' | ' |
Amortization of stock-based compensation | 5,069 | ' | 5,069 | ' |
Excess tax benefit from stock-based compensation | 62 | ' | 62 | ' |
Employees' taxes paid upon vesting of restricted stock units | -341 | ' | -341 | ' |
Employees' taxes paid upon vesting of restricted stock units, Shares | ' | -44,687 | ' | ' |
Common stock issued for acquisition of AIT, net of equity issuance costs | 29,225 | 4 | 29,221 | ' |
Common stock issued for acquisition of AIT, net of equity issuance costs, Shares | ' | 4,500,000 | ' | ' |
Net income | 5,153 | ' | ' | 5,153 |
Ending balance at Dec. 28, 2012 | 156,780 | 28 | 139,815 | 16,937 |
Ending balance, Shares at Dec. 28, 2012 | ' | 27,910,851 | ' | ' |
Issuance of restricted common stock | ' | 30,000 | ' | ' |
Issuance under employee stock plans | 774 | 1 | 773 | ' |
Issuance under employee stock plans, Shares | ' | 849,368 | ' | ' |
Amortization of stock-based compensation | 4,685 | ' | 4,685 | ' |
Excess tax benefit from stock-based compensation | -140 | ' | -140 | ' |
Employees' taxes paid upon vesting of restricted stock units | -594 | ' | -594 | ' |
Employees' taxes paid upon vesting of restricted stock units, Shares | ' | -95,457 | ' | ' |
Net income | 10,424 | ' | ' | 10,424 |
Ending balance at Dec. 27, 2013 | $171,929 | $29 | $144,539 | $27,361 |
Ending balance, Shares at Dec. 27, 2013 | ' | 28,694,762 | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income | $10,424 | $5,153 | $23,734 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Loss from disposal of fixed assets | 329 | ' | ' |
Depreciation | 3,119 | 3,195 | 2,945 |
Amortization of finite-lived intangibles | 5,994 | 3,786 | 0 |
Amortization of debt issuance costs | 487 | 236 | ' |
Excess tax benefit from stock-based compensation | 140 | -62 | -672 |
Stock-based compensation | 4,685 | 5,069 | 4,359 |
Changes in assets and liabilities, net of AIT acquisition: | ' | ' | ' |
Accounts receivable | -17,376 | 8,047 | 13,538 |
Inventory | -9,133 | 24,282 | 3,815 |
Prepaid expenses and other | -668 | -175 | -408 |
Deferred income tax | 78 | -2,731 | -6,278 |
Other non-current assets | -53 | -114 | -42 |
Accounts payable | 30,644 | -19,498 | -16,506 |
Accrued compensation and related benefits | 1,119 | -1,055 | -886 |
Income taxes payable | -141 | 63 | 672 |
Other liabilities | 283 | 1,143 | -547 |
Net cash provided by operating activities | 29,931 | 27,339 | 23,724 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of equipment and leasehold improvements | -2,963 | -609 | -3,983 |
AIT acquisition, net of cash acquired | ' | -74,945 | ' |
Proceeds from sale of equipment | 96 | ' | ' |
Net cash used in investing activities | -2,867 | -75,554 | -3,983 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from revolving credit facilities | 63,000 | 96,824 | 16,000 |
Proceeds from long-term loans | ' | 40,000 | ' |
Principal payments on revolving credit facilities | -74,000 | -76,462 | -16,000 |
Principal payments on long-term debt and capital lease obligations | -10,000 | -7,758 | -3,923 |
Payments of debt issuance costs | ' | -1,940 | ' |
Payments of equity issuance costs | ' | -341 | ' |
Excess tax benefit from stock-based compensation | -140 | 62 | 672 |
Employees' taxes paid upon vesting of restricted stock units | -594 | -341 | ' |
Proceeds from issuance of common stock | 774 | 327 | 1,011 |
Net cash provided by (used in) financing activities | -20,960 | 50,371 | -2,240 |
Net increase in cash | 6,104 | 2,156 | 17,501 |
Cash and cash equivalents at beginning of year | 54,311 | 52,155 | 34,654 |
Cash and cash equivalents at end of year | 60,415 | 54,311 | 52,155 |
Supplemental cash flow information: | ' | ' | ' |
Income taxes paid | 1,578 | 5,311 | 2,231 |
Income tax refunds | 22 | 682 | 936 |
Interest paid | 2,238 | 1,551 | 1,058 |
Non-cash investing and financing activities: | ' | ' | ' |
Fair value of common shares issued for acquisition | ' | 29,565 | ' |
Restricted stock issued | 3,584 | 4,763 | 3,095 |
Fixed asset purchases included in accounts payable | $180 | $13 | $25 |
Organization_and_Significant_A
Organization and Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 27, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Organization and Significant Accounting Policies | ' | ||||||||||||||||
1. Organization and Significant Accounting Policies | |||||||||||||||||
Organization — Ultra Clean Holdings, Inc. (Ultra Clean or the Company) was founded in November 2002 for the purpose of acquiring Ultra Clean Technology Systems and Service Inc. Ultra Clean Technology Systems and Service, Inc. was founded in 1991 by Mitsubishi Corporation and was operated as a subsidiary of Mitsubishi until November 2002, when it was acquired by Ultra Clean. Ultra Clean became a publicly traded company in March 2004. In June 2006, the Company completed the acquisition of Sieger Engineering, Inc. to better enhance its position as a subsystem supplier to the semiconductor, research, flat panel, energy and medical equipment industries. Ultra Clean Technology (Shanghai) Co., Ltd and Ultra Clean Micro-Electronics Equipment (Shanghai) Co., Ltd. were established in 2005 and 2007, respectively, to facilitate the Company’s operations in China. Ultra Clean Asia Pacific, Pte, Ltd. (Singapore), was established in fiscal year 2008 to facilitate the Company’s operations in Singapore. In July 2012, the Company acquired American Integration Technologies LLC (“AIT”) to immediately add to the Company’s customer base in the semiconductor and medical spaces and to provide additional manufacturing capabilities. The Company operates in one reportable segment. See Note 10 to the Consolidated Financial Statements. | |||||||||||||||||
The Company is a leading developer and supplier of critical subsystems, for Original Equipment Manufacturers (OEMs) primarily in the semiconductor, flat panel, medical, energy and research industries. The Company develops, designs, prototypes, engineers, manufactures and tests systems and subsystems which are highly specialized and integral to the Company’s customers products. | |||||||||||||||||
The Company provides its customers with complete solutions that combine its expertise in design, test, component characterization and highly flexible global manufacturing operations with excellence in quality control and financial stability. The Company’s global presence and supply chain management helps the Company to drive down total manufacturing costs, reduce design-to-delivery cycle times and maintain high quality standards for the Company’s customers. The Company believes that these characteristics provide global solutions for the Company’s customers’ growing product demands. | |||||||||||||||||
The Company ships a majority of its products to U.S. registered customers with locations both in the U.S. and outside the U.S. In addition to US manufacturing, the Company manufactures products in its Asian facilities to support local and US based customers. The Company conducts its operating activities primarily through its wholly owned subsidiaries: Ultra Clean Technology Systems and Service, Inc., AIT LLC, Ultra Clean Technology (Shanghai) Co., Ltd., Ultra Clean Micro-Electronics Equipment (Shanghai) Co., Ltd. and Ultra Clean Asia Pacific, Pte Ltd. (Singapore). The Company’s international sales represented 28.5%, 22.2% and 21.1% of sales for fiscal years 2013, 2012 and 2011, respectively. See Note 10 to the Company’s Consolidated Financial Statements for further information about the Company’s geographic areas. | |||||||||||||||||
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 in consolidation. 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. | |||||||||||||||||
Foreign Currency Translation — The Company has reviewed its non-U.S. subsidiaries (of which all of its non-U.S. asset base resides in Asia) that operate in a local currency environment to determine their functional currency by examining how and in what currency each subsidiary generates cash through billings and cash receipts and how and in what currency the subsidiary expends cash through payment of its vendors and payment of its workforce. Also, these subsidiaries’ individual assets and liabilities that are primarily denominated in the local foreign currency are examined for their impact on the Company’s cash flows. All have been determined to have the U.S. dollar as its functional currency. All balance sheet accounts of these local functional currency subsidiaries are translated at the fiscal period-end exchange rate, and income and expense accounts are translated using average rates in effect for the period, except for costs related to those balance sheet items that are translated using historical exchange rates. Foreign currency transaction gains and losses are recorded in other income (expense), net. | |||||||||||||||||
In July 2012, the Company completed its acquisition of AIT. Beginning in the third quarter of fiscal 2012, the acquired business is included in the Company’s consolidated results of operations. | |||||||||||||||||
Use of Accounting Estimates — The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reserves on inventory, valuation of deferred tax assets and impairment of goodwill and other 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 adjustment. Actual amounts may differ from those estimates. | |||||||||||||||||
Certain Significant Risks and Uncertainties — The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, any of the following areas could have a negative effect on the Company in terms of its future financial position, results of operations or cash flows: the general state of the U.S. and world economies, the highly cyclical nature of the industries the Company serves; the loss of any of a small number of customers; ability to obtain additional financing; inability to meet certain debt covenants; failure to successfully integrate completed acquisitions; ineffectiveness in pursuing acquisition opportunities; regulatory changes; fundamental changes in the technology underlying semiconductor, flat panel, solar and medical device manufacturing processes or manufacturing equipment; the hiring, training and retention of key employees; successful and timely completion of product design efforts; and new product design introductions by competitors. | |||||||||||||||||
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 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. | |||||||||||||||||
Significant sales to customers— The Company’s most significant customers (having accounted for 10% or more of annual sales) and their related sales as a percentage of total sales for each of the previous three years, were as follows: | |||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Applied Materials, Inc. (1) | 35 | % | 38 | % | 40 | % | |||||||||||
Lam Research Corporation (2) | 33 | % | 33 | % | 31 | % | |||||||||||
ASM International, Inc. | 13 | % | — | — | |||||||||||||
Total | 81 | % | 71 | % | 71 | % | |||||||||||
-1 | In November 2011, Applied Materials Inc. (Applied) completed the acquisition of Varian Semiconductor Equipment Associates, Inc. (Varian), one of the Company’s customers. The sales percentages for Applied for 2011 include sales to Varian. The sales percentages for Applied for all periods presented have been updated to reflect the inclusion of sales to Varian for comparison purposes. | ||||||||||||||||
-2 | In June 2012, Lam Research Corporation (Lam) completed the acquisition of Novellus Systems, Inc.(Novellus), one of the Company’s customers. The sales percentages for Lam for 2012 and 2011 include sales to Novellus. The sales percentages for Lam for all periods presented have been updated to reflect the inclusion of sales to Novellus for comparison purposes. | ||||||||||||||||
Three customers’ accounts receivable balances: Applied, Lam and ASM International, were individually greater than 10% of accounts receivable as of December 27, 2013 and, in the aggregate, represented approximately 82% of accounts receivable. Three customers’ accounts receivable balances: Applied, Lam and ASM International, were individually greater than 10% of accounts receivable as of December 28, 2012 and, in the aggregate, represented approximately 84% of accounts receivable. | |||||||||||||||||
Fair Value of Financial Instruments — The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and bank borrowings. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates their fair value because of their short-term nature. | |||||||||||||||||
The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy: | |||||||||||||||||
Level 1 — Quoted prices in active markets for identical assets or liabilities, | |||||||||||||||||
Level 2 — Observable inputs other than the Level 1 prices for similar assets or liabilities; quoted prices in active and inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities, | |||||||||||||||||
Level 3 — Unobservable inputs in which there is little or no market data, and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||
The Company’s only financial asset measured at fair value on a recurring basis is an overnight sweep account invested in money market funds with maturities of less than 90 days from purchase and are thus classified as cash and cash equivalents on the Company’s balance sheet. These money market funds had a carrying value and fair value of $13.4 million at December 27, 2013, based on Level 2 inputs. The Company’s financial liabilities measured at fair value are related to the Company’s credit facility. Specifically, 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 fair value of the Company’s outstanding borrowings under the Company’s revolving credit facility were based on level 2 inputs and fair value was determined using inputs other than quoted prices that are observable, specifically, discounted cash flows of expected payments at current borrowing rates. The Company’s carrying value approximates fair value for the Company’s long term debt and revolving credit facility. | |||||||||||||||||
Financial assets and liabilities measured at fair value as of December 27, 2013 and December 28, 2012 are summarized below: | |||||||||||||||||
Quoted Prices | Significant | Quoted Prices | Significant | ||||||||||||||
in Active | Other | in Active | Other | ||||||||||||||
Markets for | Observable | Markets for | Observable | ||||||||||||||
Identical | Inputs | Identical | Inputs | ||||||||||||||
Assets | Assets | ||||||||||||||||
27-Dec-13 | 28-Dec-12 | ||||||||||||||||
(level 1) | (level 2) | (level 1) | (level 2) | ||||||||||||||
Money market fund deposits (1) | $ | 13,414,482 | — | $ | 13,414,482 | — | |||||||||||
-1 | Included in cash and cash equivalents on the Consolidated Balance Sheet. The carrying amounts approximate fair value due to the short-term maturities of the cash equivalents. | ||||||||||||||||
Inventories — Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or market. 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, future demand for products, and technological obsolescence of the Company’s products. | |||||||||||||||||
Inventory write downs inherently involve judgments as to 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. | |||||||||||||||||
At December 27, 2013 and December 28, 2012, inventory balances were $63.9 million and $54.0 million, respectively, net of reserves of $6.8 million and $6.2 million, respectively. The inventory write-downs are recorded as an inventory valuation allowance established on the basis of obsolete inventory or specific identified inventory in excess of estimated usage. Inventory write-downs were $1.5 million, $1.2 million and $1.4 million in the years ended December 27, 2013, December 28, 2012 and December 30, 2011, respectively. | |||||||||||||||||
Equipment and Leasehold Improvements — Equipment and leasehold improvements are stated at cost, or, in the case of equipment under capital leases, the present value of future minimum lease payments at inception of the related lease. Depreciation and amortization are computed using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the leases. Useful lives range from three to fifteen years. | |||||||||||||||||
Product Warranty — The Company provides a 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 sales may be required in future periods. The warranty reserve is included in other current liabilities on the consolidated balance sheet. Product warranty cost activity consisted of the following (in thousands): | |||||||||||||||||
Year Ended | |||||||||||||||||
December 27, | December 28, | December 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Beginning Balance | $ | 152 | $ | 350 | $ | 204 | |||||||||||
Additions related to sales | 48 | 47 | 726 | ||||||||||||||
Warranty costs incurred | (99 | ) | (245 | ) | (580 | ) | |||||||||||
Ending Balance | $ | 101 | $ | 152 | $ | 350 | |||||||||||
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. 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. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. | |||||||||||||||||
The determination of the Company’s tax provision is subject to judgments and estimates. The carrying value of the Company’s net deferred tax assets, which is made up primarily of tax deductions, assumes it will be able to generate sufficient future income to fully realize these deductions. In determining whether the realization of these deferred tax assets may be impaired, the Company makes judgments with respect to whether it is likely to generate sufficient future taxable income to realize these assets. The Company has a valuation allowance on the deferred tax assets of one of its China subsidiaries in the amounts of $654,000 and $851,000 as of December 27, 2013 and December 28, 2012, respectively. | |||||||||||||||||
The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position. Management believes that it has adequately provided for any adjustments that may result from these examinations, however, the outcome of tax audits cannot be predicted with certainty. | |||||||||||||||||
Revenue Recognition — Product revenue is generally recorded upon shipment. In arrangements which specify title transfer upon delivery, revenue is not recognized until the product is delivered. The Company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability is reasonably assured. If the Company has not substantially completed a product or fulfilled the terms of a sales agreement at the time of shipment, revenue recognition is deferred until fulfillment. The Company’s standard arrangement for its customers includes a signed purchase order or contract, no right of return of delivered products and no customer acceptance provisions. | |||||||||||||||||
The Company assesses collectability based on the credit worthiness of the customer and past transaction history. The Company performs on-going credit evaluations of customers and generally does not require collateral from customers. | |||||||||||||||||
Research and Development Costs — Research and development costs are expensed as incurred. | |||||||||||||||||
Net Income 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 stock options and restricted stock using the treasury stock method, except when such shares are anti-dilutive (see Note 9 to Consolidated Financial Statements). | |||||||||||||||||
Comprehensive Income (Loss) — The Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) for all periods presented was the same as net income (loss). | |||||||||||||||||
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 considered to be the Chief Executive Officer. The Company operates in one reporting segment. | |||||||||||||||||
Business Combinations—The Company recognizes assets acquired (including goodwill and identifiable intangible assets) and liabilities assumed 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. | |||||||||||||||||
Stock-based compensation | |||||||||||||||||
The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives and certain employees. These equity-based awards include stock options, restricted stock awards and restricted stock units. 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. | |||||||||||||||||
Stock-based compensation expense includes compensation costs related to estimated fair values of stock options, units and awards granted. Stock-based compensation expense from stock options, restricted stock units and stock awards and the related income tax benefit recognized were $4.7 million and $0.8 million, respectively, for fiscal year 2013, $5.1 million and $1.2 million, respectively, for fiscal year 2012 and $4.4 million and $1.0 million, respectively, for fiscal year 2011. | |||||||||||||||||
The estimated fair value of the Company’s equity-based awards, net of expected forfeitures, is amortized over the awards’ vesting period on a straight-line basis over a weighted average period of four years for stock options, three years for restricted stock units and one year for restricted stock awards and will be adjusted for subsequent changes in estimated forfeitures and future option grants. | |||||||||||||||||
The stockholders of the Company approved an increase in the number of shares available for issuance under our amended and restated stock incentive plan by 1,500,000 and 3,100,000 on June 10, 2010 and May 22, 2013, respectively. | |||||||||||||||||
Determining Fair Value for stock based compensation | |||||||||||||||||
Valuation and amortization method. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach. All options are amortized over the requisite service periods of the awards, which are generally the vesting periods, and are amortized using the straight-line basis method. | |||||||||||||||||
Expected term. The expected term of options granted represents the period of time that they are expected to be outstanding. The Company estimates the expected term of options granted based on historical exercise patterns, which the Company believes are reasonably representative of future behavior. | |||||||||||||||||
Expected volatility. The Company estimates the volatility of its common stock at the date of grant based on historical volatility rates of the Company’s stock over the expected term. | |||||||||||||||||
Risk-free interest rate. The Company bases the risk-free interest rate on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with equivalent remaining term. | |||||||||||||||||
Dividend yield. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of 0.0%. | |||||||||||||||||
Forfeiture rate. Guidance per the Financial Accounting Standards Board regarding stock-based compensation requires the Company to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||||
The exercise price of each stock option equals the market price of the Company’s stock on the date of grant. There were no employee stock option grants by the Company for years 2013, 2012 and 2011. Generally, options vest over four years and expire no later than ten years from the grant date. During fiscal years 2013, 2012 and 2011, the Company recorded $3.9 million, $3.9 million and $3.3 million, respectively, of stock-based compensation expense, net of tax, associated with employee and director stock plans and employee stock purchase plan programs. As of December 27, 2013, there was $4.6 million, net of forfeitures of $0.8 million, of unrecognized compensation cost related to employee and director stock which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.5 years, and will be adjusted for subsequent changes in estimated forfeitures and future grants. | |||||||||||||||||
Total stock-based compensation during the fiscal years 2013, 2012 and 2011, respectively, to various operating expense categories was as follows (in thousands): | |||||||||||||||||
Year Ended | |||||||||||||||||
December 27, | December 28, | December 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Cost of goods sold (1) | $ | 1,197 | $ | 1,263 | $ | 1,397 | |||||||||||
Sales and marketing | 474 | 475 | 380 | ||||||||||||||
Research and development | 290 | 339 | 325 | ||||||||||||||
General and administrative | 2,724 | 2,992 | 2,257 | ||||||||||||||
4,685 | 5,069 | 4,359 | |||||||||||||||
Income tax benefit | (810 | ) | (1,171 | ) | (1,046 | ) | |||||||||||
Net stock-based compensation expense | $ | 3,875 | $ | 3,898 | $ | 3,313 | |||||||||||
-1 | Stock-based compensation expenses capitalized in inventory for fiscal years 2012 and 2013 were considered immaterial. There were no stock-based compensation expenses capitalized in inventory for fiscal year 2011. At the end of fiscal 2012, the Company began including stock compensation as a component of the absorption calculation for inventory. | ||||||||||||||||
Intangible Assets | |||||||||||||||||
Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually. Purchased 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 accounts for intangible assets in accordance with ASC 360. 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. | |||||||||||||||||
Intangible assets reviews are performed to determine whether the carrying value is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate. See Note 4 for further discussion. | |||||||||||||||||
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In accordance with ASC No. 350, Intangibles-Goodwill and Other, (“ASC 350”), the Company tests goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis in the fourth quarter of each fiscal year or more frequently if the Company believes indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of the Company’s reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The Company would then record a charge based on the results of the second step. | |||||||||||||||||
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 2013, 2012 and 2011, the Company assessed the useful lives of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required. | |||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued authoritative guidance that will require an unrecognized tax benefit to be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, with certain exceptions. The authoritative guidance becomes effective for the Company in the first quarter of fiscal 2014. The guidance is not expected to have an impact on the Company’s financial position or results of operations. |
Balance_Sheet_Information
Balance Sheet Information | 12 Months Ended | ||||||||
Dec. 27, 2013 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Balance Sheet Information | ' | ||||||||
2. Balance Sheet Information | |||||||||
Inventory consisted of the following (in thousands): | |||||||||
December 27, | December 28, | ||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 49,515 | $ | 47,825 | |||||
Work in process | 19,437 | 9,994 | |||||||
Finished goods | 1,815 | 2,349 | |||||||
70,767 | 60,168 | ||||||||
Reserve for excess and obsolete | (6,825 | ) | (6,203 | ) | |||||
Net | $ | 63,942 | $ | 53,965 | |||||
Equipment and leasehold improvements, net, consisted of the following (in thousands): | |||||||||
December 27, | December 28, | ||||||||
2013 | 2012 | ||||||||
Computer equipment and software | $ | 8,280 | $ | 8,148 | |||||
Furniture and fixtures | 2,411 | 1,682 | |||||||
Machinery and equipment | 9,249 | 8,597 | |||||||
Leasehold improvements | 10,583 | 10,092 | |||||||
30,523 | 28,519 | ||||||||
Accumulated depreciation and amortization | (21,989 | ) | (19,237 | ) | |||||
Total | $ | 8,534 | $ | 9,282 | |||||
Acquisition
Acquisition | 12 Months Ended | ||||||||
Dec. 27, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisition | ' | ||||||||
3. Acquisition | |||||||||
On July 3, 2012, the Company completed the acquisition of American Integration Technologies LLC (“AIT”), a supplier of critical subsystems to the semiconductor capital equipment, medical, energy, industrial and aerospace industries, for approximately $75.3 million in cash and 4.5 million shares of newly issued common stock valued at $29.6 million for a total purchase price of $104.9 million. The acquisition serves to increase the Company’s competitive position and market share, as it resulted in an expansion and diversification of the Company’s customer base and product and service portfolio. By acquiring AIT’s complementary product and service portfolio and well established customers, the Company was able to immediately go to market with a more complete and integrated solution. The Company financed the cash portion of the merger, and repaid existing indebtedness, by borrowing a total of $79.8 million under a senior secured credit facility, of which $40.0 million represents borrowings under a term loan and $39.8 million represents borrowings under a revolving credit facility. See further discussion of the borrowing arrangements in Note 5. | |||||||||
The Company allocated the purchase price of AIT to tangible assets, liabilities and identifiable intangible assets acquired, based on their estimated fair values. Accounts receivable, net of allowance for doubtful accounts and other current assets and liabilities were stated at their historical carrying values, which approximate fair value given the short-term nature of these assets and liabilities. The fair value of the inventory was derived from model-based valuations for which all significant inputs and value drivers are observable directly or indirectly (“Level 2 inputs”). The fair value of fixed assets was determined using market data for similar assets. The fair value of the non-financial assets, summarized below, were derived from significant unobservable inputs (“Level 3 inputs”) determined by management based on market analysis, income analysis and discounted cash flow models. The fair value of purchased identifiable intangible assets was determined using the Company’s discounted cash flow models from income projections prepared by management, using weighted average cost of capital plus a 1.4% premium. | |||||||||
The excess of purchase price over the aggregate fair values was recorded as goodwill. Although goodwill is not amortized for financial accounting purposes, it is amortized for tax purposes over fifteen years. The Company determined the fair values assigned to identifiable intangible assets acquired based on its consideration of a number of inputs, including an independent 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. In determining the fair value of the identifiable intangible assets, the Company considered, among other factors, the best use of acquired assets, analyses of historical financial performance and estimates of future performance of AIT’s products. The fair values of identifiable intangible assets were calculated considering market participant expectations and using an income approach. The rates utilized to discount estimated net cash flows to their present values were based on a weighted average cost of capital of 12.5% and a long term growth rate of 4%. This discount rate was determined after consideration of the rate of return on debt capital and equity that typical investors would require from an investment in companies similar in size and operating in similar markets as AIT. The estimated fair value of the tangible and intangible assets acquired was allocated at AIT’s acquisition date. During the quarter ended June 28, 2013, the Company completed the purchase price allocation for the AIT acquisition. The purchase price for the acquisition is allocated as follows (in thousands): | |||||||||
Fair Market Values | |||||||||
Cash and cash equivalents | $ | 380 | |||||||
Accounts receivable | 16,959 | ||||||||
Inventories | 23,618 | ||||||||
Other current assets | 381 | ||||||||
Property and equipment | 1,880 | ||||||||
Goodwill | 55,918 | ||||||||
Purchased intangible assets | 22,500 | ||||||||
Total assets acquired | 121,636 | ||||||||
Accounts payable and accrued expenses | (13,807 | ) | |||||||
Other liabilities | (2,939 | ) | |||||||
Total liabilities assumed | (16,746 | ) | |||||||
Purchase price allocated | $ | 104,890 | |||||||
Details of purchased intangible assets with finite lives were as follows as of December 27, 2013 (in thousands): | |||||||||
Useful | Purchased | ||||||||
Life | Intangible Assets | ||||||||
(in years) | |||||||||
Customer relationships | 7 | $ | 19,000 | ||||||
Trade-name | 6 | 1,900 | |||||||
Intellectual Property/Know-How | 7 | 1,600 | |||||||
Total purchased intangible assets | 22,500 | ||||||||
Accumulated amortization December 28, 2012 | (3,785 | ) | |||||||
Carrying amount December 28, 2012 | 18,715 | ||||||||
Amortization for year ended December 27, 2013 | (5,994 | ) | |||||||
Carrying amount December 27, 2013 | $ | 12,721 | |||||||
An accelerated method of amortization is used for the Tradename and Customer Relationships intangible assets based on the expected pattern of future benefits. For the Intellectual Property Know-how intangible asset a straight-line amortization method is used. | |||||||||
The results of operations of AIT are included in the Company’s consolidated results of operations beginning in the third quarter of fiscal 2012. For the six months ended December 28, 2012, net sales of approximately $63.8 million and net income of approximately $6.8 million attributable to AIT were included in the consolidated results of operations. | |||||||||
The following unaudited pro forma consolidated results of operations assume the acquisition was completed as of January 1, 2011. The unaudited pro forma consolidated results of operations for the years ended December 28, 2012 and December 30, 2011 combine the results of Ultra Clean and AIT, as follows: | |||||||||
2012 | 2011 | ||||||||
(In thousands, except per | |||||||||
share amounts) | |||||||||
Net sales | $ | 470,275 | $ | 622,537 | |||||
Net income | $ | 9,305 | $ | 28,234 | |||||
Basic earnings per share | $ | 0.34 | $ | 1.04 | |||||
Diluted earnings per share | $ | 0.33 | $ | 1.01 | |||||
The unaudited pro forma results above include adjustments related to the purchase price allocation and financing of the acquisition, primarily to increase amortization for the identifiable intangible assets, to increase interest expense for the additional debt incurred to complete the acquisition, to reflect the related income tax effect and to adjust weighted shares issued as part of the acquisition. The pro forma results for the year ended December 30, 2011 include acquisition costs of $2.4 million which are not expected to occur in future quarters. The unaudited pro forma condensed combined financial information was prepared by management for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of income in future periods or the results that actually would have been realized had Ultra Clean and AIT been a combined company during the specified periods. The unaudited pro forma financial information does not reflect any operating efficiencies and/or cost savings that we may achieve with respect to the combined companies, or any liabilities that may result from integration activities. | |||||||||
Goodwill associated with the acquisition is primarily attributable to the expected synergies and other benefits that the Company believes will result from combining the operations of the Company and AIT. The acquisition serves to increase the Company’s competitive position and market share, as it resulted in an expansion and diversification of the Company’s customer base and product and service portfolio. By acquiring AIT’s complementary product and service portfolio and well established customers, the Company was able to immediately go to market with a more complete and integrated solution. |
Goodwill_and_Purchased_Intangi
Goodwill and Purchased Intangible Assets | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 27, 2013 | |||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||
Goodwill and Purchased Intangible Assets | ' | ||||||||||||||||||||||||||||
4. Goodwill and Purchased Intangible Assets | |||||||||||||||||||||||||||||
The Company’s methodology for allocating the purchase price relating to purchase acquisitions is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Goodwill and purchased intangible assets with indefinite useful lives are not amortized, but are 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 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. | |||||||||||||||||||||||||||||
As part of the Company’s annual testing of goodwill impairment, in the fourth quarter of fiscal 2013 the Company performed the two-step impairment test of AIT’s two reporting units for potential impairment. The Company utilized the discounted cash flow method of the income approach to estimate the fair values of each of the reporting units. The estimates used in the impairment testing were consistent with the discrete forecasts that the Company uses to manage its business, and, additionally, considered the developments that occurred during the eighteen months since the date of the acquisition. Under the discounted cash flow method, cash flows beyond the discrete forecasts were estimated using a terminal growth rate of 4.0%, which is considered to be the long-term earnings growth rate specific to the AIT reporting units. The estimated future cash flows were discounted to present value using a discount rate of 15% that was the value-weighted average of the reporting unit’s estimated cost of equity and debt derived using both known and estimated market metrics, and was adjusted to reflect risk factors that considered both the timing and risks associated with the estimated cash flows. The tax rate used in the discounted cash flow method reflected the international structure currently in place, which is consistent with the market participant perspective. The Company then allocated the fair values of the reporting units to the assets and liabilities of each of the reporting units. Based on the Company’s analyses, the Company concluded that the fair value of the reporting units was greater than their carrying amounts, including goodwill. The estimated fair value for AIT as of December 27, 2013, was $117.1 million, an increase of $12.2 million, or 11.6%, over the estimated fair value of $104.9 million of AIT as of the date of the acquisition. The primary reasons for the increase in fair value as of December 27, 2013 from the date of acquisition are due to changes in the forecasted cost structures of each of the reporting units as a result of workforce and operating-related synergies already in process as well as anticipated in the future. Goodwill allocated to AIT’s reporting unit A was $27.6 million. The percentage of fair value over the carrying value of AIT’s reporting unit A was 28.5% as of December 27, 2013. Goodwill allocated to AIT’s reporting unit B was $28.3 million and the percentage of fair value over the carrying value of reporting unit B was 39.3% as of December 27, 2013. | |||||||||||||||||||||||||||||
The fair values for each of the reporting units as of December 27, 2013, were determined to be higher than the fair values assigned to these reporting units at the time of the acquisition. As a result, the Company determined that there was no impairment of goodwill. | |||||||||||||||||||||||||||||
Details of aggregate goodwill from inception of the Company through December 27, 2013 are as follows (in $000’s): | |||||||||||||||||||||||||||||
Gross | Accumulated | Net Carrying | |||||||||||||||||||||||||||
Amount | Impairment* | Amount | |||||||||||||||||||||||||||
Year Ended December 27, 2013 | |||||||||||||||||||||||||||||
Goodwill | $ | 89,961 | $ | (34,043 | ) | $ | 55,918 | ||||||||||||||||||||||
Year Ended December 28, 2012 | |||||||||||||||||||||||||||||
Goodwill | $ | 90,705 | $ | (34,043 | ) | $ | 56,662 | ||||||||||||||||||||||
* | represents goodwill recorded for UCT in 2002 and Sieger Engineering in 2006, which was fully impaired in prior years. | ||||||||||||||||||||||||||||
Details of goodwill and other intangible assets were as follows (in $000’s): | |||||||||||||||||||||||||||||
December 27, 2013 | December 28, 2012 | ||||||||||||||||||||||||||||
Goodwill | Intangible | Total | Goodwill | Intangible | Total | ||||||||||||||||||||||||
Assets | Assets | ||||||||||||||||||||||||||||
Carrying amount | $ | 55,918 | $ | 21,708 | $ | 77,626 | $ | 56,662 | $ | 27,701 | $ | 84,364 | |||||||||||||||||
During the quarter ended June 28, 2013, the Company completed the purchase price allocation for the acquisition of AIT on July 2, 2012. During the six months ended June 28, 2013, the Company reduced its goodwill balance by $0.7 million due to a change in the provisional measurement of acquired inventory and sales and use tax balances. | |||||||||||||||||||||||||||||
Purchased Intangible Assets | |||||||||||||||||||||||||||||
Intangible assets are generally recorded in connection with a business acquisition. The value assigned to the intangible assets purchased as part of the acquisition of AIT was based on estimates and judgments regarding expectations for the success and life cycle of intellectual property/know-how acquired, tradename recognition and developed customer relationships. 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 lives intangible assets annually for impairment. Management considers such indicators as significant differences in actual product acceptance from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure. | |||||||||||||||||||||||||||||
Details of purchased intangible assets were as follows: | |||||||||||||||||||||||||||||
As of December 27, 2013 | As of December 28, 2012 | ||||||||||||||||||||||||||||
Gross | Accumulated | Carrying | Gross | Accumulated | Carrying | Useful Life | |||||||||||||||||||||||
Carrying | Amortization | Value | Carrying | Amortization | Value | (in years) | |||||||||||||||||||||||
Amount | Amount | ||||||||||||||||||||||||||||
Customer relationships | $ | 19,000 | $ | (8,764 | ) | $ | 10,236 | $ | 19,000 | $ | (3,448 | ) | $ | 15,552 | 7 | ||||||||||||||
Tradename (AIT ) | $ | 1,900 | $ | (672 | ) | $ | 1,228 | $ | 1,900 | $ | (223 | ) | $ | 1,677 | 6 | ||||||||||||||
Intellectual property know how | $ | 1,600 | $ | (343 | ) | $ | 1,257 | $ | 1,600 | $ | (114 | ) | $ | 1,486 | 7 | ||||||||||||||
Tradenames (UCT ) | $ | 8,987 | — | $ | 8,987 | $ | 8,987 | — | $ | 8,987 | * | ||||||||||||||||||
$ | 31,487 | $ | (9,779 | ) | $ | 21,708 | $ | 31,487 | $ | (3,785 | ) | $ | 27,702 | ||||||||||||||||
The Company amortizes its tradename and customer relationships intangible assets using an accelerated method over the estimated economic life of the assets, ranging from 5 to 7 years. The Company amortizes its intellectual property/know-how intangible asset on a straight-line basis with an estimated economic life of seven years. Amortization expense was approximately $6.0 million for the year ended December 27, 2013 and $3.8 for the six months ended December 28, 2012. The Company had no amortization in 2011 and for the first six months of 2012. | |||||||||||||||||||||||||||||
As of December 27, 2013, future estimated amortization expense is expected to be as follows: | |||||||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||||||
Expense | |||||||||||||||||||||||||||||
(in $000’s) | |||||||||||||||||||||||||||||
2014 | $ | 4,884 | |||||||||||||||||||||||||||
2015 | 2,813 | ||||||||||||||||||||||||||||
2016 | 2,293 | ||||||||||||||||||||||||||||
2017 | 1,386 | ||||||||||||||||||||||||||||
2018 | 848 | ||||||||||||||||||||||||||||
thereafter | 497 | ||||||||||||||||||||||||||||
Total | $ | 12,721 | |||||||||||||||||||||||||||
In addition to the AIT tradename intangible of $1.9 million, the Company is also carrying a UCT trade-name intangible asset of $9.0 million as a result of a previous acquisition. The Company concluded that the UCT trade-name intangible asset life is indefinite and is therefore not amortized. The Company tested the UCT trade-name for impairment as of December 27, 2013, using the applied relief-from-royalty method under the income approach and concluded that the trade-name was not impaired. |
Borrowing_Arrangements
Borrowing Arrangements | 12 Months Ended | |||
Dec. 27, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Borrowing Arrangements | ' | |||
5. Borrowing Arrangements | ||||
On July 3, 2012, in connection with the Company’s acquisition of AIT and the refinancing of its prior credit facility, the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company, certain of its subsidiaries, Silicon Valley Bank, U.S. Bank National Association and HSBC Bank (collectively, the “Lenders”). The Credit Agreement provides for a term loan in an aggregate principal amount of $40.0 million (the “Term Loan”) and a revolving credit facility in an aggregate principal amount of $40.0 million (the “Revolving Credit Facility”), a letter of credit facility in the aggregate availability amount of $15.0 million (as a sublimit of such Revolving Credit Facility) (the “L/C Facility”) and a swing line sub-facility in the aggregate availability amount of $4.0 million (as a sublimit of the Revolving Credit Facility) (together with the Term Loan, the Revolving Credit Facility and the L/C Facility, the “Credit Facility”). On July 3, 2012, the Company borrowed an aggregate of $40.0 million under the Term Loan and approximately $39.8 million under the Revolving Credit Facility. The borrowed funds were used at the closing of the Company’s acquisition of AIT to finance the acquisition and repay the outstanding balance of $3.7 million to Silicon Valley Bank as lender under the Company’s prior credit facility. The prior credit facility was terminated in connection with this transaction. | ||||
The Credit Facility must be repaid in consecutive quarterly installments of $2.5 million, with the first payment made on September 30, 2012, and with the balance of the then-outstanding principal amount due at the final maturity, which is July 3, 2016. The Revolving Credit Facility is available for the four-year period beginning on July 3, 2012. The Credit Agreement includes customary representations, warranties, covenants and events of default. The Company and certain of its subsidiaries have agreed to secure all of their obligations under the Credit Agreement by granting a first priority lien in substantially all of their respective personal property assets of these entities (subject to certain exceptions and limitations). | ||||
At the Company’s option, borrowings under the Term Loan and Revolving Credit Facility (subject to certain limitations) bear interest at either a base rate or at the London Interbank Offered Rate (“LIBOR”) (with the LIBOR being adjusted for certain Eurocurrency reserve requirements, if any, as described in the Credit Agreement), plus, in each case, an applicable margin based on the Company’s consolidated leverage ratio. All loans described above made on July 3, 2012 were initially base rate loans, carrying interest of 3.75%. As of December 27, 2013, the interest rates on the Term loan and Revolving Credit Facility were 3.67% and 3.75%, respectively. The effective interest rates will be slightly higher due to the incurrence of certain loan-related costs of approximately $1.9 million that are treated as deferred interest and amortized over the life of the loan. | ||||
The Credit Agreement requires the Company to maintain certain financial covenants including a minimum consolidated fixed charge coverage ratio, a maximum consolidated leverage ratio and minimum domestic cash balances. On February 15, 2013, the Company and the Lenders amended the Credit Agreement in order to modify the financial covenants contained in the Credit Agreement, effective January 30, 2013. The Credit Agreement, as amended, requires the Company to comply with the following financial covenants: | ||||
• | a minimum consolidated fixed charge coverage ratio (as defined in the Credit Agreement, as amended), measured over the preceding four fiscal quarters, beginning as of the end of the third quarter of fiscal 2014, of 1.10 to 1.00, stepping up to 1.25 to 1.00 as of the end of each fiscal quarter beginning with the first quarter of fiscal 2015 and thereafter; | |||
• | a maximum consolidated leverage ratio (as defined in the Credit Agreement, as amended) measured over the preceding four fiscal quarters, beginning, as of the end of the third quarter of fiscal 2014, of 4.00 to 1.00, stepping down to 3.75 to 1.00 as of the end of the fourth quarter of fiscal 2014 and thereafter to and including the third quarter of 2015, and 3.25 to 1.00 as of the end of each fiscal quarter beginning with the fourth quarter of 2015 and thereafter; | |||
• | minimum domestic cash of $15.0 million as of the last day of any fiscal quarter and $10.0 million as of the last day of any other fiscal month from January 25, 2013 and thereafter; | |||
• | a minimum consolidated quick ratio (as defined in the Credit Agreement, as amended) of 1.10 to 1.00 as of the end of each fiscal month from January 25, 2013 and thereafter; | |||
• | minimum consolidated adjusted EBITDA (as defined in the Credit Agreement, as amended), measured over the preceding two quarters, of $3.5 million as of the end of the fourth quarter of 2012, $2.5 million as of the end of the first quarter of 2013, $3.0 million as of the end of the second quarter of 2013, $4.0 million as of the end of the third quarter of 2013, $6.0 million as of the end of the fourth quarter of 2013, $7.0 million as of the end of the first quarter of 2014 and $8.0 million as of the end of the second quarter of 2014 and each quarter thereafter. | |||
The Company was in compliance with all covenants for the fiscal year 2013. | ||||
The Credit Agreement contains provisions requiring the following mandatory prepayments (subject to certain exceptions and limitations): (i) prepayments equal to 50% of the net cash proceeds from the issuance of capital stock by the Company’s primary operating subsidiary (or any of its subsidiaries); (ii) prepayments equal to 100% of the net cash proceeds from the incurrence of any indebtedness by the Company’s primary operating subsidiary over $250,000; (iii) prepayments equal to the net cash proceeds from certain asset sales or insurance or condemnation recoveries; and (iv) annual prepayments in an amount equal to (a) 33% of excess cash flow (as defined in the Credit Agreement, as amended) if the aggregate outstanding principal amount of the Term Loan equals or exceeds $20.0 million and (b) 25% of excess cash flow if the aggregate outstanding principal amount of the Term Loan equals or exceeds $10.0 million but is less than $20.0 million. | ||||
The Credit Agreement also restricts the Company from declaring or paying any cash dividends. | ||||
As of December 27, 2013, the outstanding amounts under the Company’s Term Loan and Revolving Credit Facility were $27.5 million and $28.8 million, respectively, which are net of unamortized debt issuance costs of $1.2 million for a total debt balance of $55.1 million. The Company analyzed the Credit Agreement and determined that the outstanding balance of Revolving Credit Facility debt should be classified as short-term due to acceleration clauses in the agreement. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 27, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
6. Income Taxes | |||||||||||||
U.S. and foreign components of income (loss) before income taxes were (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. operations | $ | (906 | ) | $ | (5,546 | ) | $ | 4,839 | |||||
Foreign operations | 13,505 | 12,243 | 17,601 | ||||||||||
Total pretax income | $ | 12,599 | $ | 6,697 | $ | 22,440 | |||||||
The provision for (benefit from) taxes on income consisted of the following (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Federal | $ | 201 | $ | 537 | $ | 1,503 | |||||||
State | 89 | 139 | 324 | ||||||||||
Foreign | 1,675 | 3,608 | 3,157 | ||||||||||
Total current | 1,965 | 4,284 | 4,984 | ||||||||||
Deferred: | |||||||||||||
Federal | (252 | ) | (2,141 | ) | (4,257 | ) | |||||||
State | 28 | (418 | ) | (2,282 | ) | ||||||||
Foreign | 434 | (181 | ) | 261 | |||||||||
Total deferred | 210 | (2,740 | ) | (6,278 | ) | ||||||||
Total provision (benefit) | $ | 2,175 | $ | 1,544 | $ | (1,294 | ) | ||||||
Significant components of net deferred tax assets and deferred tax liabilities for federal and state income taxes were as follows (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | ||||||||||||
2013 | 2012 | ||||||||||||
Net current deferred tax asset (liability): | |||||||||||||
Inventory valuation and basis difference | $ | 2,601 | $ | 2,236 | |||||||||
Other accrued expenses | 2,153 | 804 | |||||||||||
Undistributed earnings | (400 | ) | — | ||||||||||
State taxes | (198 | ) | (119 | ) | |||||||||
4,156 | 2,921 | ||||||||||||
Valuation allowance | (85 | ) | (65 | ) | |||||||||
Net current deferred tax asset | 4,071 | 2,856 | |||||||||||
Net non-current deferred tax asset (liability): | |||||||||||||
Deferred rent | 20 | 5 | |||||||||||
Other accrued expenses | 3,085 | 4,755 | |||||||||||
Depreciation | 1,491 | 1,187 | |||||||||||
Net operating losses | 2,029 | 2,271 | |||||||||||
State taxes | (715 | ) | (798 | ) | |||||||||
5,910 | 7,420 | ||||||||||||
Valuation allowance | (569 | ) | (786 | ) | |||||||||
Net non-current deferred tax asset | 5,341 | 6,634 | |||||||||||
Net deferred tax assets | $ | 9,412 | $ | 9,490 | |||||||||
The effective tax rate differs from the U.S. federal statutory tax rate as follows: | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal income tax provision at statutory rate | 34 | % | 34 | % | 34 | % | |||||||
State income taxes, net of federal benefit | 0.6 | % | (2.8 | )% | 0.8 | % | |||||||
Effect of foreign operations | (18.7 | )% | (15.8 | )% | (11.4 | )% | |||||||
Valuation allowance | (1.6 | )% | 6.1 | % | (29.8 | )% | |||||||
Other | 3 | % | 1.6 | % | 0.6 | % | |||||||
Effective Tax Rate | 17.3 | % | 23.1 | % | (5.8 | )% | |||||||
The provision for the year ended December 27, 2013, includes a decrease of $0.2 million to the valuation allowance on the deferred tax assets of one of its China subsidiaries as a result of a decrease in deferred tax assets for which there is a full valuation allowance. The provision for the year ended December 28, 2012, includes an increase of $0.4 million to the valuation allowance on the deferred tax assets of one of its China subsidiaries as a result of an increase in deferred tax assets for which there is a full valuation allowance. The provision for the year ended December 30, 2011, includes a partial release of valuation allowance of $6.7 million (see discussion below). | |||||||||||||
The Company earns a significant amount of our operating income outside the United States, which is deemed to be indefinitely reinvested in foreign jurisdictions. As a result, most of our cash is held by foreign subsidiaries. We currently do not intend nor foresee a need to repatriate these funds to the U.S. We expect existing domestic cash and cash flows from operations to continue to be sufficient to fund our domestic operating activities and cash commitments for investing and financing activities, such as debt repayment and capital expenditures, for at least the next 12 months and thereafter for the foreseeable future. If we should require more capital in the U.S. than is generated by our domestic operations, for example to fund significant discretionary activities such as business acquisitions, we could elect to repatriate future earnings from foreign jurisdictions or raise capital in the United States through debt or equity issuances. These alternatives could result in higher effective tax rates, increased interest expense, or dilution of our earnings. We have borrowed funds domestically and continue to believe we have the ability to do so at reasonable interest rates. The Company does not provide for U.S. taxes on its undistributed earnings of foreign subsidiaries that it intends to invest indefinitely outside the U.S., unless such taxes are otherwise required under U.S. tax law. In 2013, the Company determined that a portion of the current year and future year earnings of one its China subsidiaries may be remitted in the future to one of its foreign subsidiaries outside of Mainland China and, accordingly, the Company provided for the related withholding taxes in its consolidated financial statements. If the Company changes its intent to reinvest its undistributed foreign earnings indefinitely or if a greater amount of undistributed earnings are needed than the previous anticipated remaining unremitted foreign earnings, the Company could be required to accrue or pay U.S. taxes on some or all of these undistributed earnings. As of December 27, 2013, the Company had undistributed earnings of foreign subsidiaries that are indefinitely invested outside of the U.S. of approximately $43.7 million. It is not practicable to determine the income tax liability that might be incurred if these earnings were to be distributed. | |||||||||||||
The following table sumarizes the activity related to the Company’s unrecognized tax benefits (in thousands): | |||||||||||||
Balance as of December 30, 2011 | $ | 132 | |||||||||||
Increases related to prior year tax positions | — | ||||||||||||
Increases related to current year tax positions | 13 | ||||||||||||
Releases due to settlements | (36 | ) | |||||||||||
Balance as of December 28, 2012 | 109 | ||||||||||||
Increases related to prior year tax positions | — | ||||||||||||
Increases related to current year tax positions | 79 | ||||||||||||
Expiration of the statute of limitations for the assessment of taxes | (23 | ) | |||||||||||
Balance as of December 27, 2013 | $ | 165 | |||||||||||
The Company’s gross liability for unrecognized tax benefits as of December 27, 2013 and December 28, 2012 was $165,000 and $109,000, respectively. Increases or decreases to interest and penalties on uncertain tax positions are included in income tax provision (benefit) in the Consolidated Statements of Operations. Interest related to uncertain tax positions was $8,000 for the periods ended December 27, 2013 and December 28, 2012, and $10,000 for the period ended December 30, 2011. 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 determination of the Company’s tax provision is subject to judgments and estimates. The carrying value of the Company’s net deferred tax assets, which is made up primarily of tax deductions, assumes the Company will be able to generate sufficient future income to fully realize these deductions. In determining whether the realization of these deferred tax assets may be impaired, the Company makes judgments with respect to whether the Company is likely to generate sufficient future taxable income to realize these assets. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on the Company’s results of operations and financial position. | |||||||||||||
As of December 27, 2013, the Company maintained a full valuation allowance on one of its China subsidiaries in the amount of $0.7 million as the Company believes it is more likely than not that the deferred tax asset will not be realized. In order to reverse a valuation allowance, accounting principles generally accepted in the United States of America suggests that the Company review the cumulative income/loss in recent years as well as determine the Company’s ability to generate sufficient future taxable income to realize the Company’s net deferred tax assets. During the fourth quarter of fiscal 2011 the Company reversed all of the valuation allowance related to the Company’s U.S. federal and state deferred tax assets in the amount of $6.7 million as the Company determined that it was more likely than not that it would generate sufficient taxable income to realize its deferred tax assets. | |||||||||||||
The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company’s 2010 through 2012 federal income tax returns are open to audit through the statute of limitations by the Internal Revenue Service. The Company’s 2009 through 2012 state income tax returns are open to audit by the California Franchise Tax Board. The Company is also subject to examination in various other jurisdictions for various periods. The Company is currently experiencing a tax holiday related to its Singapore subsidiary that will expire for tax years beginning January 2015. The Company’s Singapore subsidiary recorded a net profit of $6.0 million for the year ended December 27, 2013. | |||||||||||||
On September 13, 2013, the U.S. Treasury Department and the IRS issued final regulations that address costs incurred in acquiring, producing, or improving tangible property (the “tangible property regulations”). The tangible property regulations are generally effective for tax years beginning on or after January 1, 2014, and may be adopted in earlier years. The Company intends to early adopt the tax treatment of expenditures to improve tangible property and the capitalization of inherently facilitative costs to acquire tangible property as of January 1, 2013. Management has reviewed its capitalization methodology and determined that there was no impact to the consolidated financial position or results of operations for fiscal year 2013. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 27, 2013 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
7. Stockholders’ Equity | |
Stock Repurchase Plan — On July 24, 2008, the Board of Directors approved a stock repurchase program for up to $10.0 million. The Company commenced the repurchase of its common stock on August 4, 2008. The total number of shares repurchased and related cost of the stock repurchase program were 601,994 shares at a cost of $3,337,000, or an average cost of $5.54 per share. The Company did not repurchase stock during any of the fiscal years after 2008. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | ||||||||||||||||||||
Dec. 27, 2013 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Employee Benefit Plans | ' | ||||||||||||||||||||
8. Employee Benefit Plans | |||||||||||||||||||||
Stock Options — On February 20, 2003, the Company adopted the 2003 Stock Incentive Plan (the “2003 Incentive Plan”) which was subsequently amended and restated. The Company has reserved 4,515,239 shares of its common stock for issuance under the 2003 Incentive Plan, as amended and restated. The 2003 Incentive Plan provides for the issuance of options and other stock-based awards. Options are generally granted at fair value at the date of grant as determined by the Board of Directors and have terms up to ten years and generally vest over four years. | |||||||||||||||||||||
The stockholders of the Company approved amendments to the Company’s 2003 Amended and Restated Stock Incentive Plan, which included an increase in shares available for issuance by 1,500,000 and 3,100,000 common shares which are more fully described in the Company’s definitive proxy statements filed on April 23, 2010 and May 27, 2013, respectively. At December 27, 2013, 2,514,997 shares were available for future grants under the 2003 Incentive Plan. | |||||||||||||||||||||
Option activity under the 2003 Incentive Plan is as follows: | |||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||
Exercise | Remaining | Value | |||||||||||||||||||
Price | Contractual | ||||||||||||||||||||
Life | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Outstanding, December 31, 2010 | 1,982,963 | $ | 6.07 | 5.96 | $ | 8,130 | |||||||||||||||
Exercised | (269,017 | ) | 3.16 | ||||||||||||||||||
Cancelled | (59,255 | ) | 6.07 | ||||||||||||||||||
Outstanding, December 30, 2011 | 1,654,691 | $ | 6.54 | 5.02 | $ | 2,776 | |||||||||||||||
Exercised | (127,904 | ) | 1.28 | ||||||||||||||||||
Cancelled | (12,674 | ) | 7.55 | ||||||||||||||||||
Outstanding, December 28, 2012 | 1,514,113 | $ | 6.98 | 4.02 | $ | 1,445 | |||||||||||||||
Exercised | (266,296 | ) | 2.28 | ||||||||||||||||||
Cancelled | (38,498 | ) | 11.76 | ||||||||||||||||||
Outstanding, December 27, 2013 | 1,209,319 | $ | 7.86 | 2.86 | $ | 3,976 | |||||||||||||||
Options exercisable and expected to vest, December 27, 2013 | 1,209,319 | $ | 7.86 | 2.86 | $ | 3,976 | |||||||||||||||
Options exercisable, December 27, 2013 | 1,209,173 | $ | 7.86 | 2.86 | $ | 3,976 | |||||||||||||||
The following table summarizes information with respect to options outstanding and exercisable at December 27, 2013: | |||||||||||||||||||||
Range of Exercise Price | Shares | Weighted | Weighted | Shares | Weighted | ||||||||||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||
Average | Price | Price | |||||||||||||||||||
Life (Years) | |||||||||||||||||||||
$1.11 – 3.96 | 272,505 | 5.3 | $ | 2.18 | 272,505 | $ | 2.18 | ||||||||||||||
$4.36 – 6.43 | 12,750 | 1.26 | 6.02 | 12,750 | 6.02 | ||||||||||||||||
$6.55 – 6.55 | 388,323 | 1.36 | 6.55 | 388,323 | 6.55 | ||||||||||||||||
$6.61 – 12.38 | 258,916 | 2.2 | 8.61 | 258,770 | 8.61 | ||||||||||||||||
$12.99 – 14.90 | 276,825 | 3.25 | 14.66 | 276,825 | 14.66 | ||||||||||||||||
Grand Total | 1,209,319 | 2.86 | $ | 7.86 | 1,209,173 | $ | 7.86 | ||||||||||||||
For the fiscal years 2013, 2012 and 2011, the intrinsic value of the Company’s exercised stock options was $1.6 million, $0.7 million and $2.2 million respectively. For the fiscal years 2013, 2012 and 2011, the Company’s vested share recognized expense was $0.3 million, $0.2 million and $0.3 million, respectively. As of December 27, 2013 no unrecognized stock-based compensation cost, related to options remains to be amortized. | |||||||||||||||||||||
Restricted Stock Units and Restricted Stock Awards — In fiscal years 2013, 2012 and 2011, the Company granted 30,000, 30,000 and 37,500 shares, respectively, of common stock to its board members under the 2003 Incentive Plan. Restricted shares vest on the earlier of 1) the next Annual Shareholder Meeting, or 2) 365 days from date of grant. The total unamortized expense of the Company’s unvested restricted stock awards as of December 27, 2013, is approximately $0.1 million. During the first quarter of fiscal year 2008, the Company began granting Restricted Stock Units (RSU’s) to employees as part of the Company’s long term equity compensation plan. These RSU’s are granted to employees with a per share or unit purchase price of zero dollars and either have time based or performance based vesting (PSU’s). RSU’s typically vest over three years, subject to the employee’s continued service with the Company. The expected cost of the grant is recognized over the service period, and is reduced for estimated forfeitures. During the year ended December 27, 2013, the Company approved and granted 611,900 RSU’s to employees with a weighted average grant date fair value of $6.09 per share and 152,750 PSU’s with a weighted average grant date fair value of $6.07 per share. 18.0% of the PSU’s granted in fiscal 2013 were cancelled as some of the performance criteria for vesting was not met. As of December 27, 2013, $4.7 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to RSU’s remains to be amortized and is expected to be recognized over an estimated period of 1.5 years. The unvested amount is subject to forfeiture, until fully vested. At December 27, 2013, 1,226,930 shares were subject to forfeiture. | |||||||||||||||||||||
The following table summarizes the Company’s restricted stock unit and restricted stock award activity thru the year ended December 27, 2013: | |||||||||||||||||||||
Number of | Aggregate | ||||||||||||||||||||
Shares | Intrinsic | ||||||||||||||||||||
Value | |||||||||||||||||||||
(000’s) | |||||||||||||||||||||
Unvested restricted stock units and restricted stock awards at December 30, 2011 | 1,168,867 | ||||||||||||||||||||
Granted | 593,350 | ||||||||||||||||||||
Vested | (392,720 | ||||||||||||||||||||
Forfeited | (56,791 | ||||||||||||||||||||
Unvested restricted stock units and restricted stock awards at December 28, 2012 | 1,312,706 | $ | 6,143 | ||||||||||||||||||
Granted | 794,650 | ||||||||||||||||||||
Vested | (590,104 | ) | |||||||||||||||||||
Forfeited | (260,322 | ) | |||||||||||||||||||
Unvested restricted stock units and restricted stock awards at December 27, 2013 | 1,256,930 | $ | 12,632 | ||||||||||||||||||
Vested and expected to vest restricted stock units and restricted stock awards | 1,123,068 | $ | 11,287 | ||||||||||||||||||
Employee Stock Purchase Plan — In 2004 the Company adopted an Employee Stock Purchase Plan (“ESPP”) and is authorized to issue 555,343 shares of common stock under the ESPP. 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 95% 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 22,968 shares issued under the ESPP during the year ended December 27, 2013. | |||||||||||||||||||||
Employee Savings and Retirement Plan — The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all employees who meet certain eligibility requirements. Participants could elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25% of their salary to a maximum of $16,500. The Company may make matching contributions of up to 3% of employee contributions based upon eligibility. The Company made approximately $0.7 million, $0.7 million, and $0.6 million discretionary employer contributions to the 401(k) Plan in the years ended December 27, 2013, December 28, 2012 and December 30, 2011, respectively. |
Net_Income_Per_Share
Net Income Per Share | 12 Months Ended | ||||||||||||
Dec. 27, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Net Income Per Share | ' | ||||||||||||
9. Net Income Per Share | |||||||||||||
The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Numerator: | |||||||||||||
Net income | $ | 10,424 | $ | 5,153 | $ | 23,734 | |||||||
Denominator: | |||||||||||||
Shares used in computation — basic: | |||||||||||||
Weighted average common shares outstanding | 28,346 | 25,698 | 22,689 | ||||||||||
Shares used in computation — diluted: | |||||||||||||
Weighted average common shares outstanding | 28,346 | 25,698 | 22,689 | ||||||||||
Dilutive effect of common shares outstanding subject to repurchase | 456 | 244 | 241 | ||||||||||
Dilutive effect of options outstanding | 235 | 319 | 507 | ||||||||||
Shares used in computing diluted net income per share | 29,037 | 26,261 | 23,437 | ||||||||||
Net income per share — basic | $ | 0.37 | $ | 0.2 | $ | 1.05 | |||||||
Net income per share — diluted | $ | 0.36 | $ | 0.2 | $ | 1.01 | |||||||
The Company had securities outstanding which could potentially dilute basic earnings per share in the future, but the incremental shares from the assumed exercise of these securities were excluded in the computation of diluted net income per share, as their effect would have been anti-dilutive. Such outstanding securities consist of the following (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Outstanding options | 1,209 | 1,514 | 1,655 |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Dec. 27, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Information | ' | ||||||||||||
10. Segment Information | |||||||||||||
The Company operates in one reportable segment and is engaged in the development, manufacture and supply of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries. Multiple operating segments were aggregated into one reportable segment as the nature of the Company’s products and production processes, as well as type of customers and distribution methods, is consistent among all of the Company’s products. The Company’s foreign operations are conducted primarily through its wholly-owned subsidiaries in China and Singapore. The Company’s principal markets include North America, Asia and, to a lesser degree, Europe. Sales by geographic area represent sales to unaffiliated customers. | |||||||||||||
All information on sales by geographic area is based upon the location to which the products were shipped. The following table sets forth revenue by geographic area (in thousands): | |||||||||||||
Year Ended | |||||||||||||
Sales | December 27, | December 30, | December 30, | ||||||||||
2013 | 2011 | 2011 | |||||||||||
United States | $ | 331,351 | $ | 313,758 | $ | 357,306 | |||||||
China | 39,044 | 24,664 | 23,564 | ||||||||||
Singapore | 63,817 | 62,143 | 52,608 | ||||||||||
Other Asia | 9,754 | 2,772 | 12,069 | ||||||||||
Europe | 56 | 93 | 7,092 | ||||||||||
Total | $ | 444,022 | $ | 403,430 | $ | 452,639 | |||||||
At December 27, 2013 and December 28, 2012, approximately $4.6 million and $4.3 million, respectively, of the Company’s long-lived assets were located in China and Singapore, and the remaining balances were located in the United States. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 27, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
11. Commitments and Contingencies | |||||
The Company had commitments to purchase inventory totaling approximately $53.6 million at December 27, 2013. | |||||
The Company also leases properties domestically in Hayward, California, Austin, Texas, Pflugerville, Texas; Chandler, Arizona, and South San Francisco California and internationally in China, Singapore and the Philippines. Chandler, Arizona, and South San Francisco, CA and overseas in China, Singapore and the Philippines. The Company leases certain of its facilities under non-cancelable leases, which expire on various dates through 2022. | |||||
As of December 27, 2013, future minimum payments under these operating leases were as follows (in thousands): | |||||
Fiscal year | |||||
2014 | 5,129 | ||||
2015 | 4,585 | ||||
2016 | 3,954 | ||||
2017 | 3,369 | ||||
2018 | 2,574 | ||||
Thereafter | 6,913 | ||||
Total minimum lease payments | $ | 26,524 | |||
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. |
Organization_and_Significant_A1
Organization and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 27, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Organization | ' | ||||||||||||||||
Organization — Ultra Clean Holdings, Inc. (Ultra Clean or the Company) was founded in November 2002 for the purpose of acquiring Ultra Clean Technology Systems and Service Inc. Ultra Clean Technology Systems and Service, Inc. was founded in 1991 by Mitsubishi Corporation and was operated as a subsidiary of Mitsubishi until November 2002, when it was acquired by Ultra Clean. Ultra Clean became a publicly traded company in March 2004. In June 2006, the Company completed the acquisition of Sieger Engineering, Inc. to better enhance its position as a subsystem supplier to the semiconductor, research, flat panel, energy and medical equipment industries. Ultra Clean Technology (Shanghai) Co., Ltd and Ultra Clean Micro-Electronics Equipment (Shanghai) Co., Ltd. were established in 2005 and 2007, respectively, to facilitate the Company’s operations in China. Ultra Clean Asia Pacific, Pte, Ltd. (Singapore), was established in fiscal year 2008 to facilitate the Company’s operations in Singapore. In July 2012, the Company acquired American Integration Technologies LLC (“AIT”) to immediately add to the Company’s customer base in the semiconductor and medical spaces and to provide additional manufacturing capabilities. The Company operates in one reportable segment. See Note 10 to the Consolidated Financial Statements. | |||||||||||||||||
The Company is a leading developer and supplier of critical subsystems, for Original Equipment Manufacturers (OEMs) primarily in the semiconductor, flat panel, medical, energy and research industries. The Company develops, designs, prototypes, engineers, manufactures and tests systems and subsystems which are highly specialized and integral to the Company’s customers products. | |||||||||||||||||
The Company provides its customers with complete solutions that combine its expertise in design, test, component characterization and highly flexible global manufacturing operations with excellence in quality control and financial stability. The Company’s global presence and supply chain management helps the Company to drive down total manufacturing costs, reduce design-to-delivery cycle times and maintain high quality standards for the Company’s customers. The Company believes that these characteristics provide global solutions for the Company’s customers’ growing product demands. | |||||||||||||||||
The Company ships a majority of its products to U.S. registered customers with locations both in the U.S. and outside the U.S. In addition to US manufacturing, the Company manufactures products in its Asian facilities to support local and US based customers. The Company conducts its operating activities primarily through its wholly owned subsidiaries: Ultra Clean Technology Systems and Service, Inc., AIT LLC, Ultra Clean Technology (Shanghai) Co., Ltd., Ultra Clean Micro-Electronics Equipment (Shanghai) Co., Ltd. and Ultra Clean Asia Pacific, Pte Ltd. (Singapore). The Company’s international sales represented 28.5%, 22.2% and 21.1% of sales for fiscal years 2013, 2012 and 2011, respectively. See Note 10 to the Company’s Consolidated Financial Statements for further information about the Company’s geographic areas. | |||||||||||||||||
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 in consolidation. 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. | |||||||||||||||||
Foreign Currency Translation | ' | ||||||||||||||||
Foreign Currency Translation — The Company has reviewed its non-U.S. subsidiaries (of which all of its non-U.S. asset base resides in Asia) that operate in a local currency environment to determine their functional currency by examining how and in what currency each subsidiary generates cash through billings and cash receipts and how and in what currency the subsidiary expends cash through payment of its vendors and payment of its workforce. Also, these subsidiaries’ individual assets and liabilities that are primarily denominated in the local foreign currency are examined for their impact on the Company’s cash flows. All have been determined to have the U.S. dollar as its functional currency. All balance sheet accounts of these local functional currency subsidiaries are translated at the fiscal period-end exchange rate, and income and expense accounts are translated using average rates in effect for the period, except for costs related to those balance sheet items that are translated using historical exchange rates. Foreign currency transaction gains and losses are recorded in other income (expense), net. | |||||||||||||||||
In July 2012, the Company completed its acquisition of AIT. Beginning in the third quarter of fiscal 2012, the acquired business is included in the Company’s consolidated results of operations. | |||||||||||||||||
Use of Accounting Estimates | ' | ||||||||||||||||
Use of Accounting Estimates — The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reserves on inventory, valuation of deferred tax assets and impairment of goodwill and other 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 adjustment. Actual amounts may differ from those estimates. | |||||||||||||||||
Certain Significant Risks and Uncertainties | ' | ||||||||||||||||
Certain Significant Risks and Uncertainties — The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, any of the following areas could have a negative effect on the Company in terms of its future financial position, results of operations or cash flows: the general state of the U.S. and world economies, the highly cyclical nature of the industries the Company serves; the loss of any of a small number of customers; ability to obtain additional financing; inability to meet certain debt covenants; failure to successfully integrate completed acquisitions; ineffectiveness in pursuing acquisition opportunities; regulatory changes; fundamental changes in the technology underlying semiconductor, flat panel, solar and medical device manufacturing processes or manufacturing equipment; the hiring, training and retention of key employees; successful and timely completion of product design efforts; and new product design introductions by competitors. | |||||||||||||||||
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 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. | |||||||||||||||||
Significant sales to customers | ' | ||||||||||||||||
Significant sales to customers— The Company’s most significant customers (having accounted for 10% or more of annual sales) and their related sales as a percentage of total sales for each of the previous three years, were as follows: | |||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Applied Materials, Inc. (1) | 35 | % | 38 | % | 40 | % | |||||||||||
Lam Research Corporation (2) | 33 | % | 33 | % | 31 | % | |||||||||||
ASM International, Inc. | 13 | % | — | — | |||||||||||||
Total | 81 | % | 71 | % | 71 | % | |||||||||||
-1 | In November 2011, Applied Materials Inc. (Applied) completed the acquisition of Varian Semiconductor Equipment Associates, Inc. (Varian), one of the Company’s customers. The sales percentages for Applied for 2011 include sales to Varian. The sales percentages for Applied for all periods presented have been updated to reflect the inclusion of sales to Varian for comparison purposes. | ||||||||||||||||
-2 | In June 2012, Lam Research Corporation (Lam) completed the acquisition of Novellus Systems, Inc.(Novellus), one of the Company’s customers. The sales percentages for Lam for 2012 and 2011 include sales to Novellus. The sales percentages for Lam for all periods presented have been updated to reflect the inclusion of sales to Novellus for comparison purposes. | ||||||||||||||||
Three customers’ accounts receivable balances: Applied, Lam and ASM International, were individually greater than 10% of accounts receivable as of December 27, 2013 and, in the aggregate, represented approximately 82% of accounts receivable. Three customers’ accounts receivable balances: Applied, Lam and ASM International, were individually greater than 10% of accounts receivable as of December 28, 2012 and, in the aggregate, represented approximately 84% of accounts receivable. | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
Fair Value of Financial Instruments — The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and bank borrowings. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates their fair value because of their short-term nature. | |||||||||||||||||
The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy: | |||||||||||||||||
Level 1 — Quoted prices in active markets for identical assets or liabilities, | |||||||||||||||||
Level 2 — Observable inputs other than the Level 1 prices for similar assets or liabilities; quoted prices in active and inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities, | |||||||||||||||||
Level 3 — Unobservable inputs in which there is little or no market data, and that are significant to the fair value of the assets or liabilities. | |||||||||||||||||
The Company’s only financial asset measured at fair value on a recurring basis is an overnight sweep account invested in money market funds with maturities of less than 90 days from purchase and are thus classified as cash and cash equivalents on the Company’s balance sheet. These money market funds had a carrying value and fair value of $13.4 million at December 27, 2013, based on Level 2 inputs. The Company’s financial liabilities measured at fair value are related to the Company’s credit facility. Specifically, 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 fair value of the Company’s outstanding borrowings under the Company’s revolving credit facility were based on level 2 inputs and fair value was determined using inputs other than quoted prices that are observable, specifically, discounted cash flows of expected payments at current borrowing rates. The Company’s carrying value approximates fair value for the Company’s long term debt and revolving credit facility. | |||||||||||||||||
Financial assets and liabilities measured at fair value as of December 27, 2013 and December 28, 2012 are summarized below: | |||||||||||||||||
Quoted Prices | Significant | Quoted Prices | Significant | ||||||||||||||
in Active | Other | in Active | Other | ||||||||||||||
Markets for | Observable | Markets for | Observable | ||||||||||||||
Identical | Inputs | Identical | Inputs | ||||||||||||||
Assets | Assets | ||||||||||||||||
27-Dec-13 | 28-Dec-12 | ||||||||||||||||
(level 1) | (level 2) | (level 1) | (level 2) | ||||||||||||||
Money market fund deposits (1) | $ | 13,414,482 | — | $ | 13,414,482 | — | |||||||||||
-1 | Included in cash and cash equivalents on the Consolidated Balance Sheet. The carrying amounts approximate fair value due to the short-term maturities of the cash equivalents. | ||||||||||||||||
Inventories | ' | ||||||||||||||||
Inventories — Inventories are stated at the lower of standard cost (which approximates actual cost on a first-in, first-out basis) or market. 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, future demand for products, and technological obsolescence of the Company’s products. | |||||||||||||||||
Inventory write downs inherently involve judgments as to 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. | |||||||||||||||||
At December 27, 2013 and December 28, 2012, inventory balances were $63.9 million and $54.0 million, respectively, net of reserves of $6.8 million and $6.2 million, respectively. The inventory write-downs are recorded as an inventory valuation allowance established on the basis of obsolete inventory or specific identified inventory in excess of estimated usage. Inventory write-downs were $1.5 million, $1.2 million and $1.4 million in the years ended December 27, 2013, December 28, 2012 and December 30, 2011, respectively. | |||||||||||||||||
Equipment and Leasehold Improvements | ' | ||||||||||||||||
Equipment and Leasehold Improvements — Equipment and leasehold improvements are stated at cost, or, in the case of equipment under capital leases, the present value of future minimum lease payments at inception of the related lease. Depreciation and amortization are computed using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the leases. Useful lives range from three to fifteen years. | |||||||||||||||||
Product Warranty | ' | ||||||||||||||||
Product Warranty — The Company provides a 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 sales may be required in future periods. The warranty reserve is included in other current liabilities on the consolidated balance sheet. Product warranty cost activity consisted of the following (in thousands): | |||||||||||||||||
Year Ended | |||||||||||||||||
December 27, | December 28, | December 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Beginning Balance | $ | 152 | $ | 350 | $ | 204 | |||||||||||
Additions related to sales | 48 | 47 | 726 | ||||||||||||||
Warranty costs incurred | (99 | ) | (245 | ) | (580 | ) | |||||||||||
Ending Balance | $ | 101 | $ | 152 | $ | 350 | |||||||||||
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. 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. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. | |||||||||||||||||
The determination of the Company’s tax provision is subject to judgments and estimates. The carrying value of the Company’s net deferred tax assets, which is made up primarily of tax deductions, assumes it will be able to generate sufficient future income to fully realize these deductions. In determining whether the realization of these deferred tax assets may be impaired, the Company makes judgments with respect to whether it is likely to generate sufficient future taxable income to realize these assets. The Company has a valuation allowance on the deferred tax assets of one of its China subsidiaries in the amounts of $654,000 and $851,000 as of December 27, 2013 and December 28, 2012, respectively. | |||||||||||||||||
The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position. Management believes that it has adequately provided for any adjustments that may result from these examinations, however, the outcome of tax audits cannot be predicted with certainty. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition — Product revenue is generally recorded upon shipment. In arrangements which specify title transfer upon delivery, revenue is not recognized until the product is delivered. The Company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability is reasonably assured. If the Company has not substantially completed a product or fulfilled the terms of a sales agreement at the time of shipment, revenue recognition is deferred until fulfillment. The Company’s standard arrangement for its customers includes a signed purchase order or contract, no right of return of delivered products and no customer acceptance provisions. | |||||||||||||||||
The Company assesses collectability based on the credit worthiness of the customer and past transaction history. The Company performs on-going credit evaluations of customers and generally does not require collateral from customers. | |||||||||||||||||
Research and Development Costs | ' | ||||||||||||||||
Research and Development Costs — Research and development costs are expensed as incurred. | |||||||||||||||||
Net Income per Share | ' | ||||||||||||||||
Net Income 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 stock options and restricted stock using the treasury stock method, except when such shares are anti-dilutive (see Note 9 to Consolidated Financial Statements). | |||||||||||||||||
Comprehensive Income (Loss) | ' | ||||||||||||||||
Comprehensive Income (Loss) — The Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) for all periods presented was the same as net income (loss). | |||||||||||||||||
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 considered to be the Chief Executive Officer. The Company operates in one reporting segment. | |||||||||||||||||
Business Combinations | ' | ||||||||||||||||
Business Combinations—The Company recognizes assets acquired (including goodwill and identifiable intangible assets) and liabilities assumed 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. | |||||||||||||||||
Stock-based compensation | ' | ||||||||||||||||
Stock-based compensation | |||||||||||||||||
The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives and certain employees. These equity-based awards include stock options, restricted stock awards and restricted stock units. 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. | |||||||||||||||||
Stock-based compensation expense includes compensation costs related to estimated fair values of stock options, units and awards granted. Stock-based compensation expense from stock options, restricted stock units and stock awards and the related income tax benefit recognized were $4.7 million and $0.8 million, respectively, for fiscal year 2013, $5.1 million and $1.2 million, respectively, for fiscal year 2012 and $4.4 million and $1.0 million, respectively, for fiscal year 2011. | |||||||||||||||||
The estimated fair value of the Company’s equity-based awards, net of expected forfeitures, is amortized over the awards’ vesting period on a straight-line basis over a weighted average period of four years for stock options, three years for restricted stock units and one year for restricted stock awards and will be adjusted for subsequent changes in estimated forfeitures and future option grants. | |||||||||||||||||
The stockholders of the Company approved an increase in the number of shares available for issuance under our amended and restated stock incentive plan by 1,500,000 and 3,100,000 on June 10, 2010 and May 22, 2013, respectively. | |||||||||||||||||
Determining Fair Value for stock based compensation | ' | ||||||||||||||||
Determining Fair Value for stock based compensation | |||||||||||||||||
Valuation and amortization method. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach. All options are amortized over the requisite service periods of the awards, which are generally the vesting periods, and are amortized using the straight-line basis method. | |||||||||||||||||
Expected term. The expected term of options granted represents the period of time that they are expected to be outstanding. The Company estimates the expected term of options granted based on historical exercise patterns, which the Company believes are reasonably representative of future behavior. | |||||||||||||||||
Expected volatility. The Company estimates the volatility of its common stock at the date of grant based on historical volatility rates of the Company’s stock over the expected term. | |||||||||||||||||
Risk-free interest rate. The Company bases the risk-free interest rate on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with equivalent remaining term. | |||||||||||||||||
Dividend yield. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of 0.0%. | |||||||||||||||||
Forfeiture rate. Guidance per the Financial Accounting Standards Board regarding stock-based compensation requires the Company to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||||
The exercise price of each stock option equals the market price of the Company’s stock on the date of grant. There were no employee stock option grants by the Company for years 2013, 2012 and 2011. Generally, options vest over four years and expire no later than ten years from the grant date. During fiscal years 2013, 2012 and 2011, the Company recorded $3.9 million, $3.9 million and $3.3 million, respectively, of stock-based compensation expense, net of tax, associated with employee and director stock plans and employee stock purchase plan programs. As of December 27, 2013, there was $4.6 million, net of forfeitures of $0.8 million, of unrecognized compensation cost related to employee and director stock which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.5 years, and will be adjusted for subsequent changes in estimated forfeitures and future grants. | |||||||||||||||||
Total stock-based compensation during the fiscal years 2013, 2012 and 2011, respectively, to various operating expense categories was as follows (in thousands): | |||||||||||||||||
Year Ended | |||||||||||||||||
December 27, | December 28, | December 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Cost of goods sold (1) | $ | 1,197 | $ | 1,263 | $ | 1,397 | |||||||||||
Sales and marketing | 474 | 475 | 380 | ||||||||||||||
Research and development | 290 | 339 | 325 | ||||||||||||||
General and administrative | 2,724 | 2,992 | 2,257 | ||||||||||||||
4,685 | 5,069 | 4,359 | |||||||||||||||
Income tax benefit | (810 | ) | (1,171 | ) | (1,046 | ) | |||||||||||
Net stock-based compensation expense | $ | 3,875 | $ | 3,898 | $ | 3,313 | |||||||||||
-1 | Stock-based compensation expenses capitalized in inventory for fiscal years 2012 and 2013 were considered immaterial. There were no stock-based compensation expenses capitalized in inventory for fiscal year 2011. At the end of fiscal 2012, the Company began including stock compensation as a component of the absorption calculation for inventory. | ||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
Intangible Assets | |||||||||||||||||
Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually. Purchased 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 accounts for intangible assets in accordance with ASC 360. 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. | |||||||||||||||||
Intangible assets reviews are performed to determine whether the carrying value is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate. See Note 4 for further discussion. | |||||||||||||||||
Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In accordance with ASC No. 350, Intangibles-Goodwill and Other, (“ASC 350”), the Company tests goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis in the fourth quarter of each fiscal year or more frequently if the Company believes indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of the Company’s reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The Company would then record a charge based on the results of the second step. | |||||||||||||||||
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 2013, 2012 and 2011, the Company assessed the useful lives of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required. | |||||||||||||||||
Recently Issued Accounting Standards | ' | ||||||||||||||||
Recently Issued Accounting Standards | |||||||||||||||||
In July 2013, the Financial Accounting Standards Board (FASB) issued authoritative guidance that will require an unrecognized tax benefit to be presented as a reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, with certain exceptions. The authoritative guidance becomes effective for the Company in the first quarter of fiscal 2014. The guidance is not expected to have an impact on the Company’s financial position or results of operations. |
Organization_and_Significant_A2
Organization and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 27, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Customers as Percentage of Total Sales | ' | ||||||||||||||||
The Company’s most significant customers (having accounted for 10% or more of annual sales) and their related sales as a percentage of total sales for each of the previous three years, were as follows: | |||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Applied Materials, Inc. (1) | 35 | % | 38 | % | 40 | % | |||||||||||
Lam Research Corporation (2) | 33 | % | 33 | % | 31 | % | |||||||||||
ASM International, Inc. | 13 | % | — | — | |||||||||||||
Total | 81 | % | 71 | % | 71 | % | |||||||||||
-1 | In November 2011, Applied Materials Inc. (Applied) completed the acquisition of Varian Semiconductor Equipment Associates, Inc. (Varian), one of the Company’s customers. The sales percentages for Applied for 2011 include sales to Varian. The sales percentages for Applied for all periods presented have been updated to reflect the inclusion of sales to Varian for comparison purposes. | ||||||||||||||||
-2 | In June 2012, Lam Research Corporation (Lam) completed the acquisition of Novellus Systems, Inc.(Novellus), one of the Company’s customers. The sales percentages for Lam for 2012 and 2011 include sales to Novellus. The sales percentages for Lam for all periods presented have been updated to reflect the inclusion of sales to Novellus for comparison purposes. | ||||||||||||||||
Financial Assets and Liabilities Measured at Fair Value | ' | ||||||||||||||||
Financial assets and liabilities measured at fair value as of December 27, 2013 and December 28, 2012 are summarized below: | |||||||||||||||||
Quoted Prices | Significant | Quoted Prices | Significant | ||||||||||||||
in Active | Other | in Active | Other | ||||||||||||||
Markets for | Observable | Markets for | Observable | ||||||||||||||
Identical | Inputs | Identical | Inputs | ||||||||||||||
Assets | Assets | ||||||||||||||||
27-Dec-13 | 28-Dec-12 | ||||||||||||||||
(level 1) | (level 2) | (level 1) | (level 2) | ||||||||||||||
Money market fund deposits (1) | $ | 13,414,482 | — | $ | 13,414,482 | — | |||||||||||
-1 | Included in cash and cash equivalents on the Consolidated Balance Sheet. The carrying amounts approximate fair value due to the short-term maturities of the cash equivalents. | ||||||||||||||||
Components in Reserve for Warranty Costs | ' | ||||||||||||||||
Product warranty cost activity consisted of the following (in thousands): | |||||||||||||||||
Year Ended | |||||||||||||||||
December 27, | December 28, | December 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Beginning Balance | $ | 152 | $ | 350 | $ | 204 | |||||||||||
Additions related to sales | 48 | 47 | 726 | ||||||||||||||
Warranty costs incurred | (99 | ) | (245 | ) | (580 | ) | |||||||||||
Ending Balance | $ | 101 | $ | 152 | $ | 350 | |||||||||||
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations | ' | ||||||||||||||||
Total stock-based compensation during the fiscal years 2013, 2012 and 2011, respectively, to various operating expense categories was as follows (in thousands): | |||||||||||||||||
Year Ended | |||||||||||||||||
December 27, | December 28, | December 30, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Cost of goods sold (1) | $ | 1,197 | $ | 1,263 | $ | 1,397 | |||||||||||
Sales and marketing | 474 | 475 | 380 | ||||||||||||||
Research and development | 290 | 339 | 325 | ||||||||||||||
General and administrative | 2,724 | 2,992 | 2,257 | ||||||||||||||
4,685 | 5,069 | 4,359 | |||||||||||||||
Income tax benefit | (810 | ) | (1,171 | ) | (1,046 | ) | |||||||||||
Net stock-based compensation expense | $ | 3,875 | $ | 3,898 | $ | 3,313 | |||||||||||
-1 | Stock-based compensation expenses capitalized in inventory for fiscal years 2012 and 2013 were considered immaterial. There were no stock-based compensation expenses capitalized in inventory for fiscal year 2011. At the end of fiscal 2012, the Company began including stock compensation as a component of the absorption calculation for inventory. |
Balance_Sheet_Information_Tabl
Balance Sheet Information (Tables) | 12 Months Ended | ||||||||
Dec. 27, 2013 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Summary of Inventory | ' | ||||||||
Inventory consisted of the following (in thousands): | |||||||||
December 27, | December 28, | ||||||||
2013 | 2012 | ||||||||
Raw materials | $ | 49,515 | $ | 47,825 | |||||
Work in process | 19,437 | 9,994 | |||||||
Finished goods | 1,815 | 2,349 | |||||||
70,767 | 60,168 | ||||||||
Reserve for excess and obsolete | (6,825 | ) | (6,203 | ) | |||||
Net | $ | 63,942 | $ | 53,965 | |||||
Equipment and Leasehold Improvements, Net | ' | ||||||||
Equipment and leasehold improvements, net, consisted of the following (in thousands): | |||||||||
December 27, | December 28, | ||||||||
2013 | 2012 | ||||||||
Computer equipment and software | $ | 8,280 | $ | 8,148 | |||||
Furniture and fixtures | 2,411 | 1,682 | |||||||
Machinery and equipment | 9,249 | 8,597 | |||||||
Leasehold improvements | 10,583 | 10,092 | |||||||
30,523 | 28,519 | ||||||||
Accumulated depreciation and amortization | (21,989 | ) | (19,237 | ) | |||||
Total | $ | 8,534 | $ | 9,282 | |||||
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | ||||||||
Dec. 27, 2013 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Purchase Price for Acquisitions | ' | ||||||||
The purchase price for the acquisition is allocated as follows (in thousands): | |||||||||
Fair Market Values | |||||||||
Cash and cash equivalents | $ | 380 | |||||||
Accounts receivable | 16,959 | ||||||||
Inventories | 23,618 | ||||||||
Other current assets | 381 | ||||||||
Property and equipment | 1,880 | ||||||||
Goodwill | 55,918 | ||||||||
Purchased intangible assets | 22,500 | ||||||||
Total assets acquired | 121,636 | ||||||||
Accounts payable and accrued expenses | (13,807 | ) | |||||||
Other liabilities | (2,939 | ) | |||||||
Total liabilities assumed | (16,746 | ) | |||||||
Purchase price allocated | $ | 104,890 | |||||||
Summary of Purchased Intangible Assets | ' | ||||||||
Details of purchased intangible assets with finite lives were as follows as of December 27, 2013 (in thousands): | |||||||||
Useful | Purchased | ||||||||
Life | Intangible Assets | ||||||||
(in years) | |||||||||
Customer relationships | 7 | $ | 19,000 | ||||||
Trade-name | 6 | 1,900 | |||||||
Intellectual Property/Know-How | 7 | 1,600 | |||||||
Total purchased intangible assets | 22,500 | ||||||||
Accumulated amortization December 28, 2012 | (3,785 | ) | |||||||
Carrying amount December 28, 2012 | 18,715 | ||||||||
Amortization for year ended December 27, 2013 | (5,994 | ) | |||||||
Carrying amount December 27, 2013 | $ | 12,721 | |||||||
Unaudited Proforma Consolidated Results of Operations | ' | ||||||||
The unaudited pro forma consolidated results of operations for the years ended December 28, 2012 and December 30, 2011 combine the results of Ultra Clean and AIT, as follows: | |||||||||
2012 | 2011 | ||||||||
(In thousands, except per | |||||||||
share amounts) | |||||||||
Net sales | $ | 470,275 | $ | 622,537 | |||||
Net income | $ | 9,305 | $ | 28,234 | |||||
Basic earnings per share | $ | 0.34 | $ | 1.04 | |||||
Diluted earnings per share | $ | 0.33 | $ | 1.01 |
Goodwill_and_Purchased_Intangi1
Goodwill and Purchased Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 27, 2013 | |||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||
Details of Goodwill | ' | ||||||||||||||||||||||||||
Details of aggregate goodwill from inception of the Company through December 27, 2013 are as follows (in $000’s): | |||||||||||||||||||||||||||
Gross | Accumulated | Net Carrying | |||||||||||||||||||||||||
Amount | Impairment* | Amount | |||||||||||||||||||||||||
Year Ended December 27, 2013 | |||||||||||||||||||||||||||
Goodwill | $ | 89,961 | $ | (34,043 | ) | $ | 55,918 | ||||||||||||||||||||
Year Ended December 28, 2012 | |||||||||||||||||||||||||||
Goodwill | $ | 90,705 | $ | (34,043 | ) | $ | 56,662 | ||||||||||||||||||||
* | represents goodwill recorded for UCT in 2002 and Sieger Engineering in 2006, which was fully impaired in prior years. | ||||||||||||||||||||||||||
Goodwill and Other Indefinite Lived Intangible Assets | ' | ||||||||||||||||||||||||||
Details of goodwill and other intangible assets were as follows (in $000’s): | |||||||||||||||||||||||||||
December 27, 2013 | December 28, 2012 | ||||||||||||||||||||||||||
Goodwill | Intangible | Total | Goodwill | Intangible | Total | ||||||||||||||||||||||
Assets | Assets | ||||||||||||||||||||||||||
Carrying amount | $ | 55,918 | $ | 21,708 | $ | 77,626 | $ | 56,662 | $ | 27,701 | $ | 84,364 | |||||||||||||||
Details of Purchased Intangible Assets | ' | ||||||||||||||||||||||||||
Details of purchased intangible assets were as follows: | |||||||||||||||||||||||||||
As of December 27, 2013 | As of December 28, 2012 | ||||||||||||||||||||||||||
Gross | Accumulated | Carrying | Gross | Accumulated | Carrying | Useful Life | |||||||||||||||||||||
Carrying Amount | Amortization | Value | Carrying Amount | Amortization | Value | (in years) | |||||||||||||||||||||
Customer relationships | $ | 19,000 | $ | (8,764 | ) | $ | 10,236 | $ | 19,000 | $ | (3,448 | ) | $ | 15,552 | 7 | ||||||||||||
Tradename (AIT) | $ | 1,900 | $ | (672 | ) | $ | 1,228 | $ | 1,900 | $ | (223 | ) | $ | 1,677 | 6 | ||||||||||||
Intellectual property know how | $ | 1,600 | $ | (343 | ) | $ | 1,257 | $ | 1,600 | $ | (114 | ) | $ | 1,486 | 7 | ||||||||||||
Tradenames (UCT) | $ | 8,987 | — | $ | 8,987 | $ | 8,987 | — | $ | 8,987 | * | ||||||||||||||||
$ | 31,487 | $ | (9,779 | ) | $ | 21,708 | $ | 31,487 | $ | (3,785 | ) | $ | 27,702 | ||||||||||||||
Future Estimated Amortization Expense | ' | ||||||||||||||||||||||||||
As of December 27, 2013, future estimated amortization expense is expected to be as follows: | |||||||||||||||||||||||||||
Amortization | |||||||||||||||||||||||||||
Expense | |||||||||||||||||||||||||||
(in $000’s) | |||||||||||||||||||||||||||
2014 | $ | 4,884 | |||||||||||||||||||||||||
2015 | 2,813 | ||||||||||||||||||||||||||
2016 | 2,293 | ||||||||||||||||||||||||||
2017 | 1,386 | ||||||||||||||||||||||||||
2018 | 848 | ||||||||||||||||||||||||||
thereafter | 497 | ||||||||||||||||||||||||||
Total | $ | 12,721 | |||||||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 27, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
U.S. and Foreign Components of Income (Loss) Before Income Taxes | ' | ||||||||||||
U.S. and foreign components of income (loss) before income taxes were (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
U.S. operations | $ | (906 | ) | $ | (5,546 | ) | $ | 4,839 | |||||
Foreign operations | 13,505 | 12,243 | 17,601 | ||||||||||
Total pretax income | $ | 12,599 | $ | 6,697 | $ | 22,440 | |||||||
Provision for (Benefit from) Taxes on Income | ' | ||||||||||||
The provision for (benefit from) taxes on income consisted of the following (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Current: | |||||||||||||
Federal | $ | 201 | $ | 537 | $ | 1,503 | |||||||
State | 89 | 139 | 324 | ||||||||||
Foreign | 1,675 | 3,608 | 3,157 | ||||||||||
Total current | 1,965 | 4,284 | 4,984 | ||||||||||
Deferred: | |||||||||||||
Federal | (252 | ) | (2,141 | ) | (4,257 | ) | |||||||
State | 28 | (418 | ) | (2,282 | ) | ||||||||
Foreign | 434 | (181 | ) | 261 | |||||||||
Total deferred | 210 | (2,740 | ) | (6,278 | ) | ||||||||
Total provision (benefit) | $ | 2,175 | $ | 1,544 | $ | (1,294 | ) | ||||||
Components of Net Deferred Tax Assets and Deferred Tax Liabilities | ' | ||||||||||||
Significant components of net deferred tax assets and deferred tax liabilities for federal and state income taxes were as follows (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | ||||||||||||
2013 | 2012 | ||||||||||||
Net current deferred tax asset (liability): | |||||||||||||
Inventory valuation and basis difference | $ | 2,601 | $ | 2,236 | |||||||||
Other accrued expenses | 2,153 | 804 | |||||||||||
Undistributed earnings | (400 | ) | — | ||||||||||
State taxes | (198 | ) | (119 | ) | |||||||||
4,156 | 2,921 | ||||||||||||
Valuation allowance | (85 | ) | (65 | ) | |||||||||
Net current deferred tax asset | 4,071 | 2,856 | |||||||||||
Net non-current deferred tax asset (liability): | |||||||||||||
Deferred rent | 20 | 5 | |||||||||||
Other accrued expenses | 3,085 | 4,755 | |||||||||||
Depreciation | 1,491 | 1,187 | |||||||||||
Net operating losses | 2,029 | 2,271 | |||||||||||
State taxes | (715 | ) | (798 | ) | |||||||||
5,910 | 7,420 | ||||||||||||
Valuation allowance | (569 | ) | (786 | ) | |||||||||
Net non-current deferred tax asset | 5,341 | 6,634 | |||||||||||
Net deferred tax assets | $ | 9,412 | $ | 9,490 | |||||||||
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 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal income tax provision at statutory rate | 34 | % | 34 | % | 34 | % | |||||||
State income taxes, net of federal benefit | 0.6 | % | (2.8 | )% | 0.8 | % | |||||||
Effect of foreign operations | (18.7 | )% | (15.8 | )% | (11.4 | )% | |||||||
Valuation allowance | (1.6 | )% | 6.1 | % | (29.8 | )% | |||||||
Other | 3 | % | 1.6 | % | 0.6 | % | |||||||
Effective Tax Rate | 17.3 | % | 23.1 | % | (5.8 | )% | |||||||
Activity Related to Company's Unrecognized Tax Benefits | ' | ||||||||||||
The following table sumarizes the activity related to the Company’s unrecognized tax benefits (in thousands): | |||||||||||||
Balance as of December 30, 2011 | $ | 132 | |||||||||||
Increases related to prior year tax positions | — | ||||||||||||
Increases related to current year tax positions | 13 | ||||||||||||
Releases due to settlements | (36 | ) | |||||||||||
Balance as of December 28, 2012 | 109 | ||||||||||||
Increases related to prior year tax positions | — | ||||||||||||
Increases related to current year tax positions | 79 | ||||||||||||
Expiration of the statute of limitations for the assessment of taxes | (23 | ) | |||||||||||
Balance as of December 27, 2013 | $ | 165 | |||||||||||
Employee_Benefit_Plans_Tables
Employee Benefit Plans (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 27, 2013 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Schedule of Option Activity under 2003 Incentive Plan | ' | ||||||||||||||||||||
Option activity under the 2003 Incentive Plan is as follows: | |||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||
Exercise | Remaining | Value | |||||||||||||||||||
Price | Contractual | ||||||||||||||||||||
Life | |||||||||||||||||||||
(In thousands) | |||||||||||||||||||||
Outstanding, December 31, 2010 | 1,982,963 | $ | 6.07 | 5.96 | $ | 8,130 | |||||||||||||||
Exercised | (269,017 | ) | 3.16 | ||||||||||||||||||
Cancelled | (59,255 | ) | 6.07 | ||||||||||||||||||
Outstanding, December 30, 2011 | 1,654,691 | $ | 6.54 | 5.02 | $ | 2,776 | |||||||||||||||
Exercised | (127,904 | ) | 1.28 | ||||||||||||||||||
Cancelled | (12,674 | ) | 7.55 | ||||||||||||||||||
Outstanding, December 28, 2012 | 1,514,113 | $ | 6.98 | 4.02 | $ | 1,445 | |||||||||||||||
Exercised | (266,296 | ) | 2.28 | ||||||||||||||||||
Cancelled | (38,498 | ) | 11.76 | ||||||||||||||||||
Outstanding, December 27, 2013 | 1,209,319 | $ | 7.86 | 2.86 | $ | 3,976 | |||||||||||||||
Options exercisable and expected to vest, December 27, 2013 | 1,209,319 | $ | 7.86 | 2.86 | $ | 3,976 | |||||||||||||||
Options exercisable, December 27, 2013 | 1,209,173 | $ | 7.86 | 2.86 | $ | 3,976 | |||||||||||||||
Summarized Information with Respect to Options Outstanding and Exercisable | ' | ||||||||||||||||||||
The following table summarizes information with respect to options outstanding and exercisable at December 27, 2013: | |||||||||||||||||||||
Range of Exercise Price | Shares | Weighted | Weighted | Shares | Weighted | ||||||||||||||||
Outstanding | Average | Average | Exercisable | Average | |||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||
Average | Price | Price | |||||||||||||||||||
Life (Years) | |||||||||||||||||||||
$1.11 – 3.96 | 272,505 | 5.3 | $ | 2.18 | 272,505 | $ | 2.18 | ||||||||||||||
$4.36 – 6.43 | 12,750 | 1.26 | 6.02 | 12,750 | 6.02 | ||||||||||||||||
$6.55 – 6.55 | 388,323 | 1.36 | 6.55 | 388,323 | 6.55 | ||||||||||||||||
$6.61 – 12.38 | 258,916 | 2.2 | 8.61 | 258,770 | 8.61 | ||||||||||||||||
$12.99 – 14.90 | 276,825 | 3.25 | 14.66 | 276,825 | 14.66 | ||||||||||||||||
Grand Total | 1,209,319 | 2.86 | $ | 7.86 | 1,209,173 | $ | 7.86 | ||||||||||||||
Summary of Company's Restricted Stock Unit and Restricted Stock Award Activity | ' | ||||||||||||||||||||
The following table summarizes the Company’s restricted stock unit and restricted stock award activity thru the year ended December 27, 2013: | |||||||||||||||||||||
Number of | Aggregate | ||||||||||||||||||||
Shares | Intrinsic | ||||||||||||||||||||
Value | |||||||||||||||||||||
(000’s) | |||||||||||||||||||||
Unvested restricted stock units and restricted stock awards at December 30, 2011 | 1,168,867 | ||||||||||||||||||||
Granted | 593,350 | ||||||||||||||||||||
Vested | (392,720 | ||||||||||||||||||||
Forfeited | (56,791 | ||||||||||||||||||||
Unvested restricted stock units and restricted stock awards at December 28, 2012 | 1,312,706 | $ | 6,143 | ||||||||||||||||||
Granted | 794,650 | ||||||||||||||||||||
Vested | (590,104 | ) | |||||||||||||||||||
Forfeited | (260,322 | ) | |||||||||||||||||||
Unvested restricted stock units and restricted stock awards at December 27, 2013 | 1,256,930 | $ | 12,632 | ||||||||||||||||||
Vested and expected to vest restricted stock units and restricted stock awards | 1,123,068 | $ | 11,287 |
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 27, 2013 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Basic and Diluted Net Income Per Share | ' | ||||||||||||
The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Numerator: | |||||||||||||
Net income | $ | 10,424 | $ | 5,153 | $ | 23,734 | |||||||
Denominator: | |||||||||||||
Shares used in computation — basic: | |||||||||||||
Weighted average common shares outstanding | 28,346 | 25,698 | 22,689 | ||||||||||
Shares used in computation — diluted: | |||||||||||||
Weighted average common shares outstanding | 28,346 | 25,698 | 22,689 | ||||||||||
Dilutive effect of common shares outstanding subject to repurchase | 456 | 244 | 241 | ||||||||||
Dilutive effect of options outstanding | 235 | 319 | 507 | ||||||||||
Shares used in computing diluted net income per share | 29,037 | 26,261 | 23,437 | ||||||||||
Net income per share — basic | $ | 0.37 | $ | 0.2 | $ | 1.05 | |||||||
Net income per share — diluted | $ | 0.36 | $ | 0.2 | $ | 1.01 | |||||||
Summary of Outstanding Securities Excluded in Computation of Diluted Net Income Per Share | ' | ||||||||||||
The Company had securities outstanding which could potentially dilute basic earnings per share in the future, but the incremental shares from the assumed exercise of these securities were excluded in the computation of diluted net income per share, as their effect would have been anti-dilutive. Such outstanding securities consist of the following (in thousands): | |||||||||||||
Year Ended | |||||||||||||
December 27, | December 28, | December 30, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Outstanding options | 1,209 | 1,514 | 1,655 |
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 27, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Revenue by Geographic Area | ' | ||||||||||||
The following table sets forth revenue by geographic area (in thousands): | |||||||||||||
Year Ended | |||||||||||||
Sales | December 27, | December 30, | December 30, | ||||||||||
2013 | 2011 | 2011 | |||||||||||
United States | $ | 331,351 | $ | 313,758 | $ | 357,306 | |||||||
China | 39,044 | 24,664 | 23,564 | ||||||||||
Singapore | 63,817 | 62,143 | 52,608 | ||||||||||
Other Asia | 9,754 | 2,772 | 12,069 | ||||||||||
Europe | 56 | 93 | 7,092 | ||||||||||
Total | $ | 444,022 | $ | 403,430 | $ | 452,639 | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 27, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Summary of Future Minimum Payments under Operating Leases | ' | ||||
As of December 27, 2013, future minimum payments under these operating leases were as follows (in thousands): | |||||
Fiscal year | |||||
2014 | 5,129 | ||||
2015 | 4,585 | ||||
2016 | 3,954 | ||||
2017 | 3,369 | ||||
2018 | 2,574 | ||||
Thereafter | 6,913 | ||||
Total minimum lease payments | $ | 26,524 | |||
Organization_and_Significant_A3
Organization and Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 31, 2010 | |
Segment | ||||
Concentration Risk [Line Items] | ' | ' | ' | ' |
Number of reportable segments | 1 | ' | ' | ' |
Fiscal Year Duration | '52-53 week | ' | ' | ' |
Carrying value of cash and cash equivalent | $60,415,000 | $54,311,000 | $52,155,000 | $34,654,000 |
Inventory | 63,942,000 | 53,965,000 | ' | ' |
Net of reserves | 6,825,000 | 6,203,000 | ' | ' |
Inventory write-downs | 1,500,000 | 1,200,000 | 1,400,000 | ' |
China [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Valuation allowance on deferred tax assets | 700,000 | ' | ' | ' |
Subsidiaries [Member] | China [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Valuation allowance on deferred tax assets | 654,000 | 851,000 | ' | ' |
Money Market Fund Deposits [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Carrying value of cash and cash equivalent | 13,400,000 | ' | ' | ' |
Money Market Fund Deposits [Member] | Level 2 [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Fair value of cash and cash equivalent | $13,400,000 | ' | ' | ' |
Sales [Member] | International Sales [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration percentage | 28.50% | 22.20% | 21.10% | ' |
Sales [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration percentage | 81.00% | 71.00% | 71.00% | ' |
Sales [Member] | ASM International, Inc. [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration percentage | 13.00% | ' | ' | ' |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Number of customers with accounts receivable greater than 10 % | 3 | 3 | ' | ' |
Accounts Receivable [Member] | ASM International, Inc. [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration percentage | 82.00% | 84.00% | ' | ' |
Minimum [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Useful lives range | '3 years | ' | ' | ' |
Product warranty period (in years) | '2 years | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Useful lives range | '15 years | ' | ' | ' |
Measurement period to determine fair value of assets and liabilities | '12 months | ' | ' | ' |
Organization_and_Significant_A4
Organization and Significant Accounting Policies - Customers as Percentage of Total Sales (Detail) (Sales [Member], Customer Concentration Risk [Member]) | 12 Months Ended | ||
Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | |
Concentration Risk [Line Items] | ' | ' | ' |
Total | 81.00% | 71.00% | 71.00% |
Applied Materials, Inc. [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Total | 35.00% | 38.00% | 40.00% |
Lam Research Corporation [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Total | 33.00% | 33.00% | 31.00% |
ASM International, Inc. [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Total | 13.00% | ' | ' |
Organization_and_Significant_A5
Organization and Significant Accounting Policies - Financial Assets and Liabilities Measured at Fair Value (Detail) (Money Market Fund Deposits [Member], USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Financial assets and liabilities measured at fair value | $13,414,482 | $13,414,482 |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Financial assets and liabilities measured at fair value | ' | ' |
Organization_and_Significant_A6
Organization and Significant Accounting Policies - Components in Reserve for Warranty Costs (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Standard Product Warranty Disclosure [Abstract] | ' | ' | ' |
Beginning Balance | $152 | $350 | $204 |
Additions related to sales | 48 | 47 | 726 |
Warranty costs incurred | -99 | -245 | -580 |
Ending Balance | $101 | $152 | $350 |
Organization_and_Significant_A7
Organization and Significant Accounting Policies - Additional Information 1 (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||
22-May-13 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 27, 2013 | Dec. 27, 2013 | Dec. 27, 2013 | 27-May-13 | Jun. 10, 2010 | Apr. 23, 2010 | Dec. 27, 2013 | Dec. 27, 2013 | Dec. 27, 2013 | |
Employee Stock Option [Member] | Restricted Stock Units [Member] | Restricted Stock Awards [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | |||||
Minimum [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense from stock options, restricted stock units and stock awards | ' | $4,700,000 | $5,100,000 | $4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income tax benefit | ' | 810,000 | 1,171,000 | 1,046,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares vesting period, years | ' | ' | ' | ' | '4 years | '3 years | '1 year | ' | ' | ' | '4 years | '4 years | '10 years |
Increase in common share authorization under restated stock incentive plan | 3,100,000 | ' | ' | ' | ' | ' | ' | 3,100,000 | 1,500,000 | 1,500,000 | ' | ' | ' |
Dividend yield | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense, net of tax, associated with employee and director stock plans and employee stock purchase plan programs | ' | 3,875,000 | 3,898,000 | 3,313,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation cost, net of forfeitures | ' | 4,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation cost, net of estimated forfeitures | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation costs expected to be recognized over an estimated period (in years) | ' | '1 year 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment Charges | ' | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Organization_and_Significant_A8
Organization and Significant Accounting Policies - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation | $4,685 | $5,069 | $4,359 |
Income tax benefit | -810 | -1,171 | -1,046 |
Net stock-based compensation expense | 3,875 | 3,898 | 3,313 |
Cost of goods sold [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation | 1,197 | 1,263 | 1,397 |
Sales and marketing [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation | 474 | 475 | 380 |
Research and development [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation | 290 | 339 | 325 |
General and administrative [Member] | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation | $2,724 | $2,992 | $2,257 |
Organization_and_Significant_A9
Organization and Significant Accounting Policies - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Parenthetical) (Detail) (Inventory [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 30, 2011 |
Inventory [Member] | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' |
Allocated stock-based compensation expenses, capitalized | $0 |
Balance_Sheet_Information_Summ
Balance Sheet Information - Summary of Inventory (Detail) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $49,515 | $47,825 |
Work in process | 19,437 | 9,994 |
Finished goods | 1,815 | 2,349 |
Inventory, gross | 70,767 | 60,168 |
Reserve for excess and obsolete | -6,825 | -6,203 |
Net | $63,942 | $53,965 |
Balance_Sheet_Information_Equi
Balance Sheet Information - Equipment and Leasehold Improvement, Net (Detail) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Equipment and leasehold improvements, gross | $30,523 | $28,519 |
Accumulated depreciation and amortization | -21,989 | -19,237 |
Total | 8,534 | 9,282 |
Computer equipment and software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Equipment and leasehold improvements, gross | 8,280 | 8,148 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Equipment and leasehold improvements, gross | 2,411 | 1,682 |
Machinery and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Equipment and leasehold improvements, gross | 9,249 | 8,597 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Equipment and leasehold improvements, gross | $10,583 | $10,092 |
Acquisition_Additional_Informa
Acquisition - Additional Information (Detail) (USD $) | 12 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Share data in Millions, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Jul. 03, 2012 | Jul. 03, 2012 | Jul. 03, 2012 | Dec. 28, 2012 | Dec. 27, 2013 | Jul. 03, 2012 | Dec. 28, 2012 | Dec. 30, 2011 |
Senior Secured Credit Facility [Member] | Term Loan Credit Facility [Member] | Revolving Credit Facility [Member] | American Integration Technologies LLC [Member] | American Integration Technologies LLC [Member] | American Integration Technologies LLC [Member] | Ultra Clean and AIT [Member] | Ultra Clean and AIT [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisition of American Integration Technologies LLC | ' | ' | ' | ' | ' | ' | ' | $75,300,000 | ' | ' | ' |
Shares of newly issued common stock | ' | ' | ' | ' | ' | ' | ' | 4.5 | ' | ' | ' |
Value of newly issued common stock | ' | ' | ' | ' | ' | ' | ' | ' | 29,600,000 | ' | ' |
Total purchase price | ' | ' | ' | ' | ' | ' | ' | 104,890,000 | 104,900,000 | ' | ' |
Date of acquisition of American Integration Technologies LLC | ' | ' | ' | ' | ' | ' | ' | 3-Jul-12 | ' | ' | ' |
Revolving credit facility balance | ' | ' | ' | 79,800,000 | 40,000,000 | 39,800,000 | ' | ' | ' | ' | ' |
Spread to determine fair value of intangible assets | 1.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill amortization period | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rate utilized to discount estimated net cash flow on weighted average cost of capital | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' |
Long term growth rate | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | ' | ' |
Net sales | 444,022,000 | 403,430,000 | 452,639,000 | ' | ' | ' | ' | ' | ' | 63,800,000 | ' |
Operating income | 15,908,000 | 8,345,000 | 23,546,000 | ' | ' | ' | 6,800,000 | ' | ' | ' | ' |
Acquisition costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,400,000 |
Acquisition_Purchase_Price_for
Acquisition - Purchase Price for Acquisitions (Detail) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 27, 2013 | Jul. 03, 2012 |
In Thousands, unless otherwise specified | American Integration Technologies LLC [Member] | American Integration Technologies LLC [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | $380 | ' |
Accounts receivable | ' | ' | 16,959 | ' |
Inventories | ' | ' | 23,618 | ' |
Other current assets | ' | ' | 381 | ' |
Property and equipment | ' | ' | 1,880 | ' |
Goodwill | 55,918 | 56,662 | 55,918 | ' |
Purchased intangible assets | 31,487 | 31,487 | 22,500 | ' |
Total assets acquired | ' | ' | 121,636 | ' |
Accounts payable and accrued expenses | ' | ' | -13,807 | ' |
Other liabilities | ' | ' | -2,939 | ' |
Total liabilities assumed | ' | ' | -16,746 | ' |
Purchase price allocated | ' | ' | $104,890 | $104,900 |
Acquisition_Summary_of_Purchas
Acquisition - Summary of Purchased Intangible Assets (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 28, 2012 | Jun. 29, 2012 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 31, 2010 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Total purchased intangible assets | $22,500 | ' | ' | $22,500 | ' | ' |
Accumulated amortization | -3,785 | ' | -9,779 | -3,785 | ' | ' |
Amortization for year ended | -3,800 | 0 | -5,994 | -3,786 | 0 | 0 |
Carrying amount | 18,715 | ' | 12,721 | 18,715 | ' | ' |
Customer relationships [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | ' | '7 years | ' | ' |
Total purchased intangible assets | 19,000 | ' | ' | 19,000 | ' | ' |
Accumulated amortization | -3,448 | ' | -8,764 | -3,448 | ' | ' |
Tradename [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | ' | '6 years | ' | ' |
Total purchased intangible assets | 1,900 | ' | ' | 1,900 | ' | ' |
Intellectual Property/Know-How [Member] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Useful Life (in years) | ' | ' | ' | '7 years | ' | ' |
Total purchased intangible assets | 1,600 | ' | ' | 1,600 | ' | ' |
Accumulated amortization | ($114) | ' | ($343) | ($114) | ' | ' |
Acquisition_Unaudited_Proforma
Acquisition - Unaudited Proforma Consolidated Results of Operations (Detail) (Ultra Clean and AIT [Member], USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 28, 2012 | Dec. 30, 2011 |
Ultra Clean and AIT [Member] | ' | ' |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' |
Net sales | $470,275 | $622,537 |
Net income | $9,305 | $28,234 |
Basic earnings per share | $0.34 | $1.04 |
Diluted earnings per share | $0.33 | $1.01 |
Goodwill_and_Purchased_Intangi2
Goodwill and Purchased Intangible Assets - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | |||||
Jun. 28, 2013 | Dec. 28, 2012 | Jun. 29, 2012 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 31, 2010 | |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Fair value of acquired entity | ' | ' | ' | $117,100,000 | ' | ' | ' |
Goodwill | ' | 56,662,000 | ' | 55,918,000 | 56,662,000 | ' | ' |
Decrease in goodwill | 700,000 | ' | ' | ' | ' | ' | ' |
Amortization expenses | ' | 3,800,000 | 0 | 5,994,000 | 3,786,000 | 0 | 0 |
UCT Trade Name [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Value of UCT tradename | ' | ' | ' | 9,000,000 | ' | ' | ' |
American Integration Technologies LLC [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Terminal growth rate | ' | ' | ' | 4.00% | ' | ' | ' |
Estimated fair value for AIT | ' | ' | ' | 104,900,000 | ' | ' | ' |
Goodwill | ' | ' | ' | 55,918,000 | ' | ' | ' |
American Integration Technologies Reporting Units [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Terminal growth rate | ' | ' | ' | 4.00% | ' | ' | ' |
Discount rate | ' | ' | ' | 15.00% | ' | ' | ' |
Increase in estimated fair value for AIT | ' | ' | ' | 12,200,000 | ' | ' | ' |
Percentage increase in estimated fair value for AIT | ' | ' | ' | 11.60% | ' | ' | ' |
American Integration Technologies Reporting Unit A [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Percentage increase in estimated fair value for AIT | ' | ' | ' | 28.50% | ' | ' | ' |
Goodwill | ' | ' | ' | 27,600,000 | ' | ' | ' |
American Integration Technologies Reporting Unit B [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Percentage increase in estimated fair value for AIT | ' | ' | ' | 39.30% | ' | ' | ' |
Goodwill | ' | ' | ' | 28,300,000 | ' | ' | ' |
Tradename [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated economic lives for intangible assets | ' | ' | ' | '5 years | ' | ' | ' |
Tradename [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated economic lives for intangible assets | ' | ' | ' | '7 years | ' | ' | ' |
Tradename [Member] | American Integration Technologies LLC [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Value of AIT tradename | ' | ' | ' | $1,900,000 | ' | ' | ' |
Customer relationships [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated economic lives for intangible assets | ' | ' | ' | '5 years | ' | ' | ' |
Customer relationships [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated economic lives for intangible assets | ' | ' | ' | '7 years | ' | ' | ' |
Intellectual Property/Know-How [Member] | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Estimated economic lives for intangible assets | ' | ' | ' | '7 years | ' | ' | ' |
Goodwill_and_Purchased_Intangi3
Goodwill and Purchased Intangible Assets - Details of Goodwill (Detail) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill Impaired Accumulated Impairment Loss [Abstract] | ' | ' |
Gross Amount | $89,961 | $90,705 |
Accumulated Impairment | -34,043 | -34,043 |
Net Carrying Amount | $55,918 | $56,662 |
Goodwill_and_Purchased_Intangi4
Goodwill and Purchased Intangible Assets - Goodwill and Other Indefinite Lived Intangible Assets (Detail) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
In Thousands, unless otherwise specified | ||
Intangible Assets Net Including Goodwill [Abstract] | ' | ' |
Goodwill | $55,918 | $56,662 |
Intangible Assets | 21,708 | 27,702 |
Total | $77,626 | $84,364 |
Goodwill_and_Purchased_Intangi5
Goodwill and Purchased Intangible Assets - Details of Purchased Intangible Assets (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 28, 2012 | Dec. 27, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $31,487 | $31,487 |
Accumulated amortization | -3,785 | -9,779 |
Carrying Value | 27,702 | 21,708 |
Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 19,000 | 19,000 |
Accumulated amortization | -3,448 | -8,764 |
Carrying Value | 15,552 | 10,236 |
Useful Life (in years) | '7 years | ' |
Tradename [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Useful Life (in years) | '6 years | ' |
Intellectual Property/Know-How [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,600 | 1,600 |
Accumulated amortization | -114 | -343 |
Carrying Value | 1,486 | 1,257 |
Useful Life (in years) | '7 years | ' |
American Integration Technologies LLC [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | ' | 22,500 |
American Integration Technologies LLC [Member] | Tradename [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 1,900 | 1,900 |
Accumulated amortization | -223 | -672 |
Carrying Value | 1,677 | 1,228 |
Useful Life (in years) | '6 years | ' |
UCT [Member] | Tradename [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 8,987 | 8,987 |
Carrying Value | $8,987 | $8,987 |
Goodwill_and_Purchased_Intangi6
Goodwill and Purchased Intangible Assets - Future Estimated Amortization Expense (Detail) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
In Thousands, unless otherwise specified | ||
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ' | ' |
2014 | $4,884 | ' |
2015 | 2,813 | ' |
2016 | 2,293 | ' |
2017 | 1,386 | ' |
2018 | 848 | ' |
thereafter | 497 | ' |
Carrying amount | $12,721 | $18,715 |
Borrowing_Arrangements_Additio
Borrowing Arrangements - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 27, 2013 | Jul. 03, 2012 | |
Debt Instrument [Line Items] | ' | ' |
Base rate interest | 3.75% | ' |
Deferred interest | $1,900,000 | ' |
Minimum domestic cash balance on last day for any quarters to be maintained to comply with credit agreement | 15,000,000 | ' |
Minimum domestic cash balance on last day for any month to be maintained to comply with credit agreement | 10,000,000 | ' |
Minimum consolidated adjusted EBITDA for last two quarters of 2012 | 3,500,000 | ' |
Minimum consolidated adjusted EBITDA for the first quarters of 2013 | 2,500,000 | ' |
Minimum consolidated adjusted EBITDA for the second quarter of 2013 | 3,000,000 | ' |
Minimum consolidated adjusted EBITDA for the third quarter of 2013 | 4,000,000 | ' |
Minimum consolidated adjusted EBITDA for the fourth quarter of 2013 | 6,000,000 | ' |
Minimum consolidated adjusted EBITDA for the first quarters of 2014 | 7,000,000 | ' |
Minimum consolidated adjusted EBITDA after first quarter of 2014 | 8,000,000 | ' |
Percentage of net cash proceeds of subsidiary capital stock for debt prepayment | 50.00% | ' |
Percentage of net cash proceeds of subsidiary capital stock for debt prepayment indebtedness amount over by specific amount | 100.00% | ' |
Debt specific amount under prepayment condition of indebtedness | 250,000 | ' |
Percentage of excess cash flow used for annual debt payment condition one | 33.00% | ' |
Term loan principal amount outstanding condition one | 20,000,000 | ' |
Percentage of excess cash flow used for annual debt payment condition two | 25.00% | ' |
Total debt, net of issuance cost | 55,100,000 | ' |
Unamortized debt issuance costs | 1,200,000 | ' |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Interest rate | 3.67% | ' |
Outstanding amounts | 27,500,000 | ' |
Minimum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fixed charge coverage ratio for the fiscal year | 1 | ' |
Fixed charge coverage ratio for the next fiscal year | 1 | ' |
Consolidated leverage ratio for third quarter of fiscal year | 1 | ' |
Consolidated leverage ratio for fourth quarter of fiscal year | 1 | ' |
Consolidated leverage ratio for third quarter of next year | 1 | ' |
Consolidated Leverage Ratio thereafter third quarter of next year | 1 | ' |
Minimum consolidated quick ratio | 1 | ' |
Term loan principal amount outstanding condition two | 10,000,000 | ' |
Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Fixed charge coverage ratio for the fiscal year | 1.1 | ' |
Fixed charge coverage ratio for the next fiscal year | 1.25 | ' |
Consolidated leverage ratio for third quarter of fiscal year | 4 | ' |
Consolidated leverage ratio for fourth quarter of fiscal year | 3.75 | ' |
Consolidated leverage ratio for third quarter of next year | 3.75 | ' |
Consolidated Leverage Ratio thereafter third quarter of next year | 3.25 | ' |
Minimum consolidated quick ratio | 1.1 | ' |
Term loan principal amount outstanding condition two | 20,000,000 | ' |
Term Loan Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Borrowing capacity under credit facility | ' | 40,000,000 |
Outstanding amount of borrowing under credit facility | ' | 40,000,000 |
Term loan repaid | 2,500,000 | ' |
Term Loan Credit Facility [Member] | Matures On July 03, 2016 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Maturity date of debt | 3-Jul-16 | ' |
Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Borrowing capacity under credit facility | ' | 40,000,000 |
Outstanding amount of borrowing under credit facility | ' | 39,800,000 |
Line of credit facility maturity period | '4 years | ' |
Interest rate | 3.75% | ' |
Outstanding amounts | 28,800,000 | ' |
Bank Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Repay outstanding balance to silicon valley bank | 3,700,000 | ' |
Letter of Credit [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Borrowing capacity under credit facility | ' | 15,000,000 |
Swing line Sub-Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Borrowing capacity under credit facility | ' | $4,000,000 |
Income_Taxes_US_and_Foreign_Co
Income Taxes - U.S. and Foreign Components of Income (Loss) Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
U.S. operations | ($906) | ($5,546) | $4,839 |
Foreign operations | 13,505 | 12,243 | 17,601 |
Income before provision for (benefit from) income taxes | $12,599 | $6,697 | $22,440 |
Income_Taxes_Provision_for_Ben
Income Taxes - Provision for (Benefit from) Taxes on Income (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Current: | ' | ' | ' |
Federal | $201 | $537 | $1,503 |
State | 89 | 139 | 324 |
Foreign | 1,675 | 3,608 | 3,157 |
Total current | 1,965 | 4,284 | 4,984 |
Deferred: | ' | ' | ' |
Federal | -252 | -2,141 | -4,257 |
State | 28 | -418 | -2,282 |
Foreign | 434 | -181 | 261 |
Total deferred | 210 | -2,740 | -6,278 |
Total provision (benefit) | $2,175 | $1,544 | ($1,294) |
Income_Taxes_Components_of_Net
Income Taxes - Components of Net Deferred Tax Assets and Deferred Tax Liabilities (Detail) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 |
In Thousands, unless otherwise specified | ||
Net current deferred tax asset (liability): | ' | ' |
Deferred tax assets liabilities, gross current | $4,156 | $2,921 |
Valuation allowance | -85 | -65 |
Net current deferred tax asset | 4,071 | 2,856 |
Net non-current deferred tax asset (liability): | ' | ' |
Deferred tax assets liabilities, gross noncurrent | 5,910 | 7,420 |
Valuation allowance | -569 | -786 |
Net non-current deferred tax asset | 5,341 | 6,634 |
Net deferred tax assets | 9,412 | 9,490 |
Deferred Tax Current [Member] | ' | ' |
Net current deferred tax asset (liability): | ' | ' |
Inventory valuation and basis difference | 2,601 | 2,236 |
Other accrued expenses | 2,153 | 804 |
Undistributed earnings | -400 | ' |
State taxes | -198 | -119 |
Net non-current deferred tax asset (liability): | ' | ' |
Other accrued expenses | 2,153 | 804 |
State taxes | -198 | -119 |
Deferred Tax Assets Noncurrent [Member] | ' | ' |
Net current deferred tax asset (liability): | ' | ' |
Other accrued expenses | 3,085 | 4,755 |
State taxes | -715 | -798 |
Net non-current deferred tax asset (liability): | ' | ' |
Deferred rent | 20 | 5 |
Other accrued expenses | 3,085 | 4,755 |
Depreciation | 1,491 | 1,187 |
Net operating losses | 2,029 | 2,271 |
State taxes | ($715) | ($798) |
Income_Taxes_Effective_Tax_Rat
Income Taxes - Effective Tax Rate Differs from U.S. Federal Statutory Tax Rate (Detail) | 12 Months Ended | ||
Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal income tax provision at statutory rate | 34.00% | 34.00% | 34.00% |
State income taxes, net of federal benefit | 0.60% | -2.80% | 0.80% |
Effect of foreign operations | -18.70% | -15.80% | -11.40% |
Valuation allowance | -1.60% | 6.10% | -29.80% |
Other | 3.00% | 1.60% | 0.60% |
Effective Tax Rate | 17.30% | 23.10% | -5.80% |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 27, 2013 |
China [Member] | China [Member] | United States [Member] | Singapore [Member] | ||||
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Increase (decrease) in valuation allowance | ' | ' | ' | ($200,000) | $400,000 | ($6,700,000) | ' |
Undistributed earnings of foreign subsidiaries | 43,700,000 | ' | ' | ' | ' | ' | ' |
Gross liability for unrecognized tax benefits | 165,000 | 109,000 | 132,000 | ' | ' | ' | ' |
Interest related to uncertain tax positions | 8,000 | 8,000 | 10,000 | ' | ' | ' | ' |
Valuation allowance on deferred tax asset | ' | ' | ' | 700,000 | ' | ' | ' |
Net profit | ' | ' | ' | ' | ' | ' | $6,000,000 |
Income_Taxes_Activity_Related_
Income Taxes - Activity Related to Company's Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Balance as of the beginning of period | $109 | $132 |
Increases related to prior year tax positions | ' | ' |
Increases related to current year tax positions | 79 | 13 |
Releases due to settlements | ' | -36 |
Expiration of the statute of limitations for the assessment of taxes | -23 | ' |
Balance as of the end of period | $165 | $109 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 27, 2013 | |
Equity [Abstract] | ' |
Stock repurchase program, authorized | $10,000,000 |
Total number of shares repurchased | 601,994 |
Total cost of shares repurchased | $3,337,000 |
Average cost of shares repurchased | $5.54 |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||
22-May-13 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 27, 2013 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 27, 2013 | Dec. 27, 2013 | 27-May-13 | Jun. 10, 2010 | Apr. 23, 2010 | Dec. 27, 2013 | Feb. 20, 2003 | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 27, 2013 | |
Restricted Stock Units and Restricted Stock Awards [Member] | Restricted Stock Units and Restricted Stock Awards [Member] | Restricted Stock Units and Restricted Stock Awards [Member] | Restricted Stock Units and Restricted Stock Awards [Member] | Restricted Stock Units and Restricted Stock Awards [Member] | Restricted Stock Units and Restricted Stock Awards [Member] | Employee Stock Purchase Plan [Member] | Employee Stock Purchase Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | 2003 Incentive Plan [Member] | Performance Based Vesting Restricted Stock [Member] | |||||
Employees [Member] | Board Members [Member] | Board Members [Member] | Board Members [Member] | Employees [Member] | Employees [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock reserved for issuance under 2003 Incentive Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 555,343 | ' | ' | ' | ' | ' | 4,515,239 | ' | ' | ' | ' |
Options terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | '10 years | ' | ' | ' |
Shares vesting period, years | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '4 years | ' | ' | ' |
Increase in common shares available for issuance | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' |
Shares available for future grant under the 2003 Incentive Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,514,997 | ' | 2,514,997 | ' | ' | ' |
Vested share recognized expense | ' | $4,700,000 | $5,100,000 | $4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 | $200,000 | $300,000 | ' |
Intrinsic value of exercise stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | 700,000 | 2,200,000 | ' |
Unrecognized stock-based compensation cost, net of estimated forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Granted, Number of Shares | ' | ' | ' | ' | 794,650 | 593,350 | 611,900 | 30,000 | 30,000 | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 152,750 |
Unrecognized stock-based compensation cost, net of estimated forfeitures | ' | 800,000 | ' | ' | ' | ' | 4,700,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unit purchase price of Restricted Stock Units | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average fair value of RSU's | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' | ' | $6.09 | ' | ' | ' | ' | ' | ' | ' | ' | $6.07 |
Cancellations of PSU's granted percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.00% |
Estimated period of options amortization | ' | ' | ' | ' | ' | ' | '1 year 6 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares were subject to forfeiture | ' | ' | ' | ' | 1,226,930 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee common stock fair market value rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 95.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued under the ESPP | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,968 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contribution from salary | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum contribution from salary | ' | 16,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Matching contribution based upon eligibility | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discretionary employer's contributions | ' | $700,000 | $700,000 | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee_Benefit_Plans_Schedul
Employee Benefit Plans - Schedule of Option Activity under 2003 Incentive Plan (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 | Dec. 31, 2010 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' | ' |
Outstanding, Shares, Beginning balance | 1,514,113 | 1,654,691 | 1,982,963 | ' |
Exercised, Shares | -266,296 | -127,904 | -269,017 | ' |
Cancelled, Shares | -38,498 | -12,674 | -59,255 | ' |
Outstanding, Shares, Ending balance | 1,209,319 | 1,514,113 | 1,654,691 | 1,982,963 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $6.98 | $6.54 | $6.07 | ' |
Options exercisable and expected to vest, Shares | 1,209,319 | ' | ' | ' |
Exercised, Weighted Average Exercise Price | $2.28 | $1.28 | $3.16 | ' |
Options exercisable, Shares | 1,209,173 | ' | ' | ' |
Canceled, Weighted Average Exercise Price | $11.76 | $7.55 | $6.07 | ' |
Weighted Average Exercise Price, Outstanding, Ending balance | $7.86 | $6.98 | $6.54 | $6.07 |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $1,445 | $2,776 | $8,130 | ' |
Options exercisable and expected to vest, Weighted Average Exercise Price | $7.86 | ' | ' | ' |
Aggregate Intrinsic Value, Outstanding, Ending balance | 3,976 | 1,445 | 2,776 | 8,130 |
Options exercisable, Weighted Average Exercise Price | $7.86 | ' | ' | ' |
Aggregate Intrinsic Value, Options exercisable and expected to vest | 3,976 | ' | ' | ' |
Weighted Average Remaining Contractual Life, Outstanding | '2 years 10 months 10 days | '4 years 7 days | '5 years 7 days | '5 years 11 months 16 days |
Aggregate Intrinsic Value, Options exercisable | $3,976 | ' | ' | ' |
Weighted Average Remaining Contractual Life, Options exercisable and expected to vest | '2 years 10 months 10 days | ' | ' | ' |
Weighted Average Remaining Contractual Life, Options exercisable | '2 years 10 months 10 days | ' | ' | ' |
Employee_Benefit_Plans_Summari
Employee Benefit Plans - Summarized Information with Respect to Options Outstanding and Exercisable (Detail) (USD $) | 12 Months Ended |
Dec. 27, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Weighted Average Remaining, Average Life (Years) | '2 years 10 months 10 days |
Shares Outstanding | 1,209,319 |
Weighted Average Exercise Price | $7.86 |
Shares Exercisable | 1,209,173 |
Weighted Average Exercise Price | $7.86 |
Stock Options One [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $1.11 |
Range of Exercise Price, Maximum | $3.96 |
Weighted Average Remaining, Average Life (Years) | '5 years 3 months 18 days |
Shares Outstanding | 272,505 |
Weighted Average Exercise Price | $2.18 |
Shares Exercisable | 272,505 |
Weighted Average Exercise Price | $2.18 |
Stock Options Two [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $4.36 |
Range of Exercise Price, Maximum | $6.43 |
Weighted Average Remaining, Average Life (Years) | '1 year 3 months 4 days |
Shares Outstanding | 12,750 |
Weighted Average Exercise Price | $6.02 |
Shares Exercisable | 12,750 |
Weighted Average Exercise Price | $6.02 |
Stock Options Three [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $6.55 |
Range of Exercise Price, Maximum | $6.55 |
Weighted Average Remaining, Average Life (Years) | '1 year 4 months 10 days |
Shares Outstanding | 388,323 |
Weighted Average Exercise Price | $6.55 |
Shares Exercisable | 388,323 |
Weighted Average Exercise Price | $6.55 |
Stock Options Four [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $6.61 |
Range of Exercise Price, Maximum | $12.38 |
Weighted Average Remaining, Average Life (Years) | '2 years 2 months 12 days |
Shares Outstanding | 258,916 |
Weighted Average Exercise Price | $8.61 |
Shares Exercisable | 258,770 |
Weighted Average Exercise Price | $8.61 |
Stock Options Five [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Range of Exercise Price, Minimum | $12.99 |
Range of Exercise Price, Maximum | $14.90 |
Weighted Average Remaining, Average Life (Years) | '3 years 3 months |
Shares Outstanding | 276,825 |
Weighted Average Exercise Price | $14.66 |
Shares Exercisable | 276,825 |
Weighted Average Exercise Price | $14.66 |
Employee_Benefit_Plans_Summary
Employee Benefit Plans - Summary of Company's Restricted Stock Unit and Restricted Stock Award Activity (Detail) (Restricted Stock Units and Restricted Stock Awards [Member], USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 |
Restricted Stock Units and Restricted Stock Awards [Member] | ' | ' |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award Equity Instruments Other than Options Activity [Line Items] | ' | ' |
Unvested restricted stock units and restricted stock awards, Number of Shares, Beginning balance | 1,312,706 | 1,168,867 |
Granted, Number of Shares | 794,650 | 593,350 |
Vested, Number of Shares | -590,104 | -392,720 |
Forfeited, Number of Shares | -260,322 | -56,791 |
Unvested restricted stock units and restricted stock awards, Number of Shares, Ending balance | 1,256,930 | 1,312,706 |
Vested and expected to vest restricted stock units and restricted stock awards, Number of Shares | 1,123,068 | ' |
Unvested restricted stock units and restricted stock awards, Aggregate Intrinsic Value | $12,632 | $6,143 |
Vested and expected to vest restricted stock units and restricted stock awards, Aggregate Intrinsic Value | $11,287 | ' |
Net_Income_Per_Share_Basic_and
Net Income Per Share - Basic and Diluted Net Income Per Share (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Numerator: | ' | ' | ' |
Net income | $10,424 | $5,153 | $23,734 |
Shares used in computation - basic: | ' | ' | ' |
Weighted average common shares outstanding | 28,346 | 25,698 | 22,689 |
Shares used in computation - diluted: | ' | ' | ' |
Weighted average common shares outstanding | 28,346 | 25,698 | 22,689 |
Dilutive effect of common shares outstanding subject to repurchase | 456 | 244 | 241 |
Dilutive effect of options outstanding | 235 | 319 | 507 |
Shares used in computing diluted net income per share | 29,037 | 26,261 | 23,437 |
Net income per share - basic | $0.37 | $0.20 | $1.05 |
Net income per share - diluted | $0.36 | $0.20 | $1.01 |
Net_Income_Per_Share_Summary_o
Net Income Per Share - Summary of Outstanding Securities Excluded in Computation of Diluted Net Income Per Share (Detail) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Earnings Per Share [Abstract] | ' | ' | ' |
Outstanding options | 1,209 | 1,514 | 1,655 |
Segment_Information_Additional
Segment Information - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 27, 2013 | Dec. 27, 2013 | Dec. 28, 2012 |
Segment | China and Singapore [Member] | China and Singapore [Member] | |
Segment Reporting Information [Line Items] | ' | ' | ' |
Number of reportable segments | 1 | ' | ' |
Net long-lived assets | ' | $4.60 | $4.30 |
Segment_Information_Revenue_by
Segment Information - Revenue by Geographic Area (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 27, 2013 | Dec. 28, 2012 | Dec. 30, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Sales | $444,022 | $403,430 | $452,639 |
United States [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Sales | 331,351 | 313,758 | 357,306 |
China [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Sales | 39,044 | 24,664 | 23,564 |
Singapore [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Sales | 63,817 | 62,143 | 52,608 |
Other Asia [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Sales | 9,754 | 2,772 | 12,069 |
Europe [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Sales | $56 | $93 | $7,092 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 27, 2013 |
Long-term Purchase Commitment [Line Items] | ' |
Operating lease expiration period | 'Various dates through 2022 |
Inventory [Member] | ' |
Long-term Purchase Commitment [Line Items] | ' |
Purchase commitments | 53.6 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Payments under Operating Leases (Detail) (USD $) | Dec. 27, 2013 |
In Thousands, unless otherwise specified | |
Operating Leases Future Minimum Payments Due [Abstract] | ' |
2014 | $5,129 |
2015 | 4,585 |
2016 | 3,954 |
2017 | 3,369 |
2018 | 2,574 |
Thereafter | 6,913 |
Total minimum lease payments | $26,524 |