Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 27, 2015 |
Accounting Policies [Abstract] | |
Organization | Organization — Ultra Clean Holdings, Inc. (“UCT”) 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 UCT. UCT 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, UCT acquired American Integration Technologies LLC (“AIT”) to immediately add to the Company’s existing customer base in the semiconductor and medical spaces and to provide additional manufacturing capabilities. In November 2014, the Company launched its 3D printing business in Singapore through a $40,000 acquisition of a privately held company, Prototype Asia, to develop additive manufacturing capability for the Company’s customer base. In February 2015, UCT acquired substantially all of the assets of Marchi Thermal Systems, Inc. (“Marchi”), a designer and manufacturer of specialty heaters, thermocouples and temperature controllers, for approximately $29.9 million in cash and 1,437,500 shares of newly issued common stock for a total purchase price of approximately $43.7 million. The newly acquired company, Marchi, is a leader in custom design and manufacture of heaters, sensors, and controllers. Marchi delivers flexible heating elements and thermal solutions to our customers. Heaters are a critical component in many types of semiconductor capital equipment. The Company believes heaters are increasingly critical in equipment design for the most advanced semiconductor nodes. The primary reason for this acquisition was to expand its capabilities with the Company’s existing semiconductor equipment customers, increase its footprint in this market and bring about earlier engagement of new products and next generation equipment. The company financed the cash portion of the acquisition by borrowing a total of $29.7 million under a new senior secured credit facility, under which we also borrowed $46.5 million to pay off the total outstanding loan balance from the Company’s existing credit facility. Following the acquisition of Marchi, the Company’s cash and cash equivalents totaled approximately $77.4 million and total debt was approximately $76.2 million. See further discussion of the new borrowing arrangements in Note 5 to the Company’s Condensed Consolidated Financial Statements. |
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The Company is a global leader in the design, engineering, and manufacture of production tools, modules and subsystems for the semiconductor capital equipment industry and industry segments with similar requirements including consumer, medical and flat panel display. The Company focuses on providing specialized engineering and manufacturing solutions for these applications. The Company enables its customers to realize lower manufacturing costs and reduced design-to-delivery cycle times while maintaining high quality standards. |
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The Company provides its customers with complete solutions that combine its expertise in design, scan, assembly, test, component characterization and highly flexible global manufacturing operations with excellence in quality control and financial stability. The Company’s global footprint 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 majority of our products to U.S. registered customers with locations both in and outside the U.S. In addition to U.S. manufacturing, the Company manufactures products in its Asian facilities to support local and U.S. 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., Ultra Clean Asia Pacific, Pte Ltd. (Singapore), and subsequent to February 2, 2015, Marchi. The Company’s international sales represented 28.6% and 26.7% of total sales for the three month period ended March 27, 2015 and March 28, 2014, respectively. See Note 9 to the Company’s Condensed Consolidated Financial Statements for further information about the Company’s geographic areas. |
Basis of Presentation | Basis of Presentation — The unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). This financial information reflects all adjustments which are, in the opinion of the Company, normal, recurring and necessary to present fairly the statements of financial position, results of operations and cash flows for the dates and periods presented. Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with GAAP, have been condensed or omitted. The Company’s December 26, 2014 balance sheet data were derived from its audited financial statements as of that date. |
Principles of Consolidation | Principles of Consolidation — The Company’s condensed 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. Foreign currency transaction gains and losses are recorded in interest and other income (expense), net. |
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 accounts receivable and 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 or bankruptcy of any customers within the Company’s small customer base; 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 sales) and their related sales as a percentage of total sales were as follows: |
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| | Three months ended | | | | | | | | | |
| | March 27, | | | March 28, | | | | | | | | | |
2015 | 2014 | | | | | | | | |
Lam Research Corporation | | | 46.7 | % | | | 34.3 | % | | | | | | | | |
Applied Materials, Inc. | | | 28.9 | | | | 25.3 | | | | | | | | | |
ASM International | | | — | * | | | 19.4 | | | | | | | | | |
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Total | | | 75.6 | % | | | 79 | % | | | | | | | | |
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* | Total sales for the three month period ended March 27, 2015 is below 10%. | | | | | | | | | | | | | | | |
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Two customers’ accounts receivable balances, Applied Materials, Inc. and Lam Research Corporation, were individually greater than 10% of accounts receivable as of March 27, 2015, and in the aggregate represented approximately 68.3% of accounts receivable. Three customers’ accounts receivable balances, Applied Materials, Inc., Lam Research Corporation and ASM International, were individually greater than 10% of accounts receivable as of March 28, 2014, and in the aggregate represented approximately 76.0% 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. |
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The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy: |
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Level 1 — Quoted prices in active markets for identical assets or liabilities, |
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Level 2 — Observable inputs other than the Level 1 prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities, |
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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. |
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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 is 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 $3.0 million at March 27, 2015 based on Level 1 inputs. 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 was 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. |
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Financial assets measured at fair value are summarized below (in thousands): |
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| | Quoted Prices in | | | Significant Other | | | Quoted Prices in | | | Significant Other | |
Active Markets | Observable Inputs | Active Markets | Observable Inputs |
for Identical | | for Identical | |
Assets | | Assets | |
| | March 27, 2015 | | | December 26, 2014 | |
| | (level 1) | | | (level 2) | | | (level 1) | | | (level 2) | |
Money market fund deposits (1) | | $ | 3,009 | | | $ | — | | | $ | 14,396 | | | $ | — | |
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-1 | Included in cash and cash equivalents on the condensed 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. |
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 warranties 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. The determination of such provisions 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 cost of sales may be required in future periods. Components of the reserve for warranty costs consisted of the following (in thousands): |
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| | Three months ended | | | | | | | | | |
| | March 27, | | | March 28, | | | | | | | | | |
| 2015 | | | 2014 | | | | | | | | | |
Beginning balance | | $ | 109 | | | $ | 101 | | | | | | | | | |
Change in reserve | | | 15 | | | | 67 | | | | | | | | | |
Warranty costs incurred in the current period | | | (27 | ) | | | (57 | ) | | | | | | | | |
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Ending balance | | $ | 97 | | | $ | 111 | | | | | | | | | |
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Income Taxes | Income Taxes — The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future state, federal, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. |
The Company continued to maintain a full valuation allowance on its California, Oregon, and one of its Chinese subsidiaries deferred tax amounts as of March 27, 2015 totaling $3.2 million. 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 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. |
The determination of the Company’s tax provision is subject to judgments and estimates. |
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 continually performs credit evaluations of its customers and, if necessary, may require collateral from its 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 7 to condensed consolidated financial statements). |
Comprehensive Income | Comprehensive Income — 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 for all periods presented was the same as net income. |
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 Expense | Stock-Based Compensation Expense |
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 (“RSAs”) and restricted stock units (“RSUs”) which can be either time-based or performance-based. The Company also maintains an employee stock purchase plan 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 and awards granted. 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 RSUs and one year for RSAs, and will be adjusted for subsequent changes in estimated forfeitures related to all equity-based awards and performance as it relates to performance-based RSUs. |
The Company applies the fair value recognition provisions based on the FASB’s guidance regarding stock-based compensation. The exercise price of each stock option equals the market price of the Company’s stock on the date of grant. Most options are scheduled to vest over four years and expire no later than ten years from the grant date. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding certain variables. These variables include the expected term of the awards; the Company’s expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, the risk-free interest rate and expected dividends. The Company estimates the expected term of share-based awards granted based on the Company’s historical option term experience. The Company estimates the volatility of its common stock based upon the Company’s historical stock price volatility over the length of the expected term of the options. The Company bases the risk-free interest rate that it uses in the option valuation model on U.S. Treasury zero-coupon issues with remaining maturities similar to the expected term of the options. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. The Company uses historical data to estimate pre-vesting option forfeitures and records share-based compensation expense only for those awards that are expected to vest. The Company also considers, each quarter, whether there have been any significant changes in facts and circumstances that would affect its estimated forfeiture rate. |
Stock Options | Stock Options |
Stock option activity for the three months ended March 27, 2015: |
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| | Shares | | | Weighted Average | | | Weighted | | | Aggregate Intrinsic | |
Exercise Price | Remaining | Value |
| Contractual Life | (in thousands) |
| (years) | |
Outstanding at December 26, 2014 | | | 853,551 | | | $ | 8.87 | | | | 1.35 | | | $ | 1,798 | |
Granted | | | — | | | | — | | | | | | | | | |
Exercised | | | (335,303 | ) | | $ | 6.51 | | | | | | | | | |
Canceled | | | (600 | ) | | $ | 14.9 | | | | | | | | | |
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Outstanding at March 27, 2015 | | | 517,648 | | | $ | 10.4 | | | | 2.04 | | | $ | 464,580 | |
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Options exercisable at March 27, 2015 | | | 517,648 | | | $ | 10.4 | | | | 2.04 | | | $ | 464,580 | |
There were no options granted by the Company during either of the three month periods ended March 27, 2015 and March 28, 2014. As of March 27, 2015, there was no stock-based compensation expense attributable to stock options as all outstanding options were fully vested. |
Employee Stock Purchase Plan | Employee Stock Purchase Plan |
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. Under the ESPP, substantially all employees may purchase the Company’s common stock through payroll deductions at a price equal to 95 percent of the fair market value of the Company’s stock at the end of each applicable purchase period. |
Restricted Stock Units and Restricted Stock Awards | Restricted Stock Units and Restricted Stock Awards |
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The Company grants RSUs to employees and RSAs to non-employee directors as part of the Company’s long term equity compensation plan. |
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Restricted Stock Units — RSUs are granted to employees with a per share or unit purchase price of zero dollars and either have time based or performance based vesting. RSUs typically vest over three years, subject to the employee’s continued service with the Company. For purposes of determining compensation expense related to these RSUs, the fair value is determined based on the closing market price of the Company’s common stock on the date of award. The expected cost of the grant is reflected over the service period, and is reduced for estimated forfeitures. During the quarter ended March 27, 2015, the Company granted 456,500 RSU’s, with a weighted average fair value of $8.68 per share, and granted 90,500 performance stock units with a weighted average fair value of $8.35 per share. During the three months ended March 27, 2015, 39,647 vested shares were withheld to satisfy withholding tax obligations, resulting in the net issuance of 149,130 shares. As of March 27, 2015, approximately $7.0 million of stock-based compensation cost, net of estimated forfeitures, related to RSU’s remains to be amortized over a weighted average period of two years. As of March 27, 2015, a total of 1,226,696 RSU’s remain outstanding with an aggregate intrinsic value of $9.0 million and a weighted average remaining contractual term of 1.53 years. |
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Restricted Stock Awards — As of March 27, 2015, a total of 47,000 RSAs remain outstanding. The total unamortized expense of the Company’s unvested restricted stock awards as of March 27, 2015, was $0.1 million. |
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The following table summarizes the Company’s RSU and RSA activity for the three months March 27, 2015: |
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| | Shares | | | Aggregate Intrinsic | | | | | | | | | |
Value | | | | | | | | |
(in thousands) | | | | | | | | |
Unvested restricted stock units and restricted stock awards at December 26, 2014 | | | 1,078,279 | | | $ | 9,673,397 | | | | | | | | | |
Granted | | | 547,000 | | | | | | | | | | | | | |
Vested | | | (188,777 | ) | | | | | | | | | | | | |
Forfeited | | | (162,806 | ) | | | | | | | | | | | | |
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Unvested restricted stock units and restricted stock awards at March 27, 2015 | | | 1,273,696 | | | $ | 8,979,415 | | | | | | | | | |
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Vested and expected to vest restricted stock units and restricted stock awards at March 27, 2015 | | | 1,037,857 | | | $ | 7,253,070 | | | | | | | | | |
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The following table shows the Company’s stock-based compensation expense included in the condensed consolidated statements of operations (in thousands): |
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| | Three months ended | | | | | | | | | |
| | March 27, | | | March 28, | | | | | | | | | |
| 2015 | | | 2014 | | | | | | | | | |
Cost of sales (1) | | $ | 382 | | | $ | 326 | | | | | | | | | |
Research and development | | | 50 | | | | 71 | | | | | | | | | |
Sales and marketing | | | 111 | | | | 132 | | | | | | | | | |
General and administrative | | | (69 | ) | | | 490 | | | | | | | | | |
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| | | 474 | | | | 1,019 | | | | | | | | | |
Income tax benefit | | | (146 | ) | | | (176 | ) | | | | | | | | |
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Net stock-based compensation expense | | $ | 328 | | | $ | 843 | | | | | | | | | |
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-1 | Stock-based compensation expenses capitalized in inventory for the three month periods ended March 27, 2015 and March 28, 2014 were considered immaterial. | | | | | | | | | | | | | | | |