Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 26, 2015 | Jul. 24, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 26, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | UCTT | |
Entity Registrant Name | Ultra Clean Holdings, Inc. | |
Entity Central Index Key | 1,275,014 | |
Current Fiscal Year End Date | --01-01 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 31,729,219 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 26, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 76,614 | $ 78,997 |
Accounts receivable, net of allowance of $107 and $81 in 2015 and 2014, respectively | 57,513 | 61,817 |
Inventory | 64,647 | 56,850 |
Deferred tax assets, net of valuation allowance | 3,777 | 3,777 |
Prepaid expenses and other | 8,634 | 7,006 |
Total current assets | 211,185 | 208,447 |
Equipment and leasehold improvements, net | 14,850 | 10,841 |
Goodwill | 74,298 | 55,918 |
Purchased intangibles, net | 37,702 | 16,824 |
Deferred tax assets, net of valuation allowance | 2,763 | 3,445 |
Other non-current assets | 754 | 667 |
Total assets | 341,552 | 296,142 |
Current liabilities: | ||
Bank borrowings | 6,514 | 9,541 |
Accounts payable | 46,476 | 48,944 |
Accrued compensation and related benefits | 6,410 | 5,308 |
Deferred rent, current portion | 503 | 245 |
Other current liabilities | 2,307 | 2,130 |
Total current liabilities | 62,210 | 66,168 |
Bank borrowings, net of current portion | 67,877 | 38,614 |
Deferred rent and other liabilities | 2,815 | 2,808 |
Total liabilities | $ 132,902 | $ 107,590 |
Commitments and contingencies (See Note 8) | ||
Stockholders' equity: | ||
Preferred stock - $0.001 par value, 10,000,000 authorized; none outstanding | ||
Common stock - $0.001 par value, 90,000,000 authorized; 31,725,819 and 29,562,338 shares issued and outstanding, in 2015 and 2014, respectively | $ 32 | $ 30 |
Additional paid-in capital | 169,857 | 153,141 |
Common shares held in treasury, at cost, 601,944 shares in 2015 and 2014 | (3,337) | (3,337) |
Retained earnings | 42,098 | 38,718 |
Total stockholders' equity | 208,650 | 188,552 |
Total liabilities and stockholders' equity | $ 341,552 | $ 296,142 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 26, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 107 | $ 81 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 31,725,819 | 29,562,338 |
Common stock, shares outstanding | 31,725,819 | 29,562,338 |
Treasury stock, shares | 601,944 | 601,944 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Income Statement [Abstract] | ||||
Sales | $ 117,549 | $ 132,677 | $ 242,867 | $ 276,901 |
Cost of goods sold | 98,727 | 111,525 | 204,126 | 232,438 |
Gross profit | 18,822 | 21,152 | 38,741 | 44,463 |
Operating expenses: | ||||
Research and development | 2,401 | 1,798 | 4,967 | 3,565 |
Sales and marketing | 2,805 | 2,592 | 5,650 | 5,254 |
General and administrative | 10,188 | 8,703 | 22,048 | 18,424 |
Total operating expenses | 15,394 | 13,093 | 32,665 | 27,243 |
Income from operations | 3,428 | 8,059 | 6,076 | 17,220 |
Interest and other income (expense), net | (359) | (452) | (1,315) | (1,081) |
Income before provision for income taxes | 3,069 | 7,607 | 4,761 | 16,139 |
Income tax provision | 862 | 1,575 | 1,381 | 3,051 |
Net income | $ 2,207 | $ 6,032 | $ 3,380 | $ 13,088 |
Net income per share: | ||||
Basic | $ 0.07 | $ 0.20 | $ 0.11 | $ 0.45 |
Diluted | $ 0.07 | $ 0.20 | $ 0.11 | $ 0.44 |
Shares used in computing net income per share: | ||||
Basic | 31,615 | 29,438 | 31,042 | 29,157 |
Diluted | 31,777 | 29,882 | 31,358 | 29,905 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2015 | Jun. 27, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 3,380 | $ 13,088 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,836 | 1,496 |
Amortization of finite lived intangibles | 2,492 | 2,442 |
Amortization of debt issuance costs | 752 | 244 |
Stock-based compensation | 1,518 | 2,012 |
Excess tax benefit from stock-based compensation | 425 | (1,613) |
Changes in assets and liabilities: | ||
Accounts receivable | 4,304 | (497) |
Inventory | (6,500) | (3,118) |
Prepaids and other | (1,628) | (1,678) |
Deferred income taxes | 682 | (16) |
Other non-current assets | (61) | 206 |
Accounts payable | (3,750) | (8,336) |
Accrued compensation and related benefits | 1,102 | 1,172 |
Income taxes payable | (425) | 1,614 |
Other liabilities | (5) | 602 |
Net cash provided by operating activities | 4,122 | 7,618 |
Cash flows from investing activities: | ||
Purchases of equipment and leasehold improvements | (3,796) | (1,413) |
Disposal of equipment and leasehold improvements | 143 | |
Net cash used in investing activities | (33,530) | (1,270) |
Cash flows from financing activities: | ||
Proceeds from term debt and revolving credit facility | 76,189 | 29,000 |
Proceeds from issuance of common stock | 2,297 | 1,846 |
Principal payments on term debt and revolving credit facility | (50,094) | (28,500) |
Payments of debt issuance costs | (611) | |
Excess tax benefit from stock-based compensation | (425) | 1,613 |
Employees' taxes paid upon vesting of restricted stock units | (331) | (1,357) |
Net cash provided in financing activities | 27,025 | 2,602 |
Net increase (decrease) in cash | (2,383) | 8,950 |
Cash and cash equivalents at beginning of period | 78,997 | 60,415 |
Cash and cash equivalents at end of period | 76,614 | 69,365 |
Cash paid during the period: | ||
Income taxes paid | 1,423 | 2,148 |
Income tax refunds | 1,356 | |
Interest | 1,231 | 1,124 |
Non-cash activities: | ||
Fair value of common shares issued for acquisition | 13,843 | |
Equipment and leasehold improvements purchased included in accounts payable | 1,630 | $ 79 |
Marchi Thermal Systems Inc [Member] | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of finite lived intangibles | 1,100 | |
Cash flows from investing activities: | ||
Acquisition of Marchi | $ (29,734) |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Jun. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Organization 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. The Company provides its customers with complete solutions that combine its expertise in design, scan, assembly, test and component characterization. The Company’s customers value its highly flexible global manufacturing operations, its excellence in quality control and its scale and financial stability. The Company’s global footprint enables the Company to reduce manufacturing costs and design-to-delivery cycle times and maintains high quality standards for the Company’s customers. The Company believes that these characteristics allow the Company provides global solutions for its customers’ growing product demands. The Company ships the majority of its products to U.S. registered customers with locations both in and outside the U.S. In addition to its U.S. manufacturing capabilities, 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 32.6% and 32.8% for the three months ended June 26, 2015 and June 27, 2014, respectively, and 32.2% and 29.0% of sales for the six months ended June 26, 2015 and June 27, 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 Principles of Consolidation Foreign Currency Translation Use of Accounting Estimates Certain Significant Risks and Uncertainties Concentration of Credit Risk Significant sales to customers Three months ended Six months ended June 26, June 27, June 26, June 27, Lam Research Corporation 55.4 % 34.9 % 50.9 % 34.6 % Applied Materials, Inc. 25.8 19.4 27.4 22.5 ASM International — * 17.1 — * 18.3 GT Advanced Technologies (GTAT) — * 11.1 — * — * Total 81.2 % 82.5 % 78.3 % 75.4 % * Total sales for the period are below 10%. Three customers’ accounts receivable balances, Applied Materials, Inc., Lam Research Corporation and ASM International, were individually greater than 10% of accounts receivable as of June 26, 2015, and in the aggregate represented approximately 83.4% 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 December 26, 2014, and in the aggregate represented approximately 73.7% of accounts receivable. Fair Value of Financial Instruments — 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 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, 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 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 $3.8 million at June 26, 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. Financial assets measured at fair value are summarized below (in thousands): Quoted Prices Significant Quoted Prices Significant June 26, 2015 December 26, 2014 (level 1) (level 2) (level 1) (level 2) Money market fund deposits (1) $ 3,794 $ — $ 14,396 $ — (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 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 Product Warranty — Three months ended June 26, June 27, Beginning balance $ 109 $ 101 Change in reserve 10 100 Warranty costs incurred in the current period (35 ) (74 ) Ending balance $ 84 $ 127 Income Taxes The Company continued to maintain a full valuation allowance on its California, Oregon, and one of its Chinese subsidiaries deferred tax amounts as of June 26, 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 Research and Development Costs Net Income per Share Comprehensive Income Segments Business Combinations 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 option activity for the six months ended June 26, 2015: Shares Weighted Weighted Aggregate Outstanding at December 26, 2014 853,551 $ 8.87 1.35 $ 1,798 Granted — — Exercised (337,303 ) $ 6.48 Canceled (9,100 ) $ 8.10 Outstanding at June 26, 2015 507,148 $ 10.49 1.80 $ 349 Options exercisable at June 26, 2015 507,148 $ 10.49 1.80 $ 349 There were no options granted by the Company during either of the six month periods ended June 26, 2015 and June 27, 2014. As of June 26, 2015, there was no stock-based compensation expense attributable to stock options as all outstanding options were fully vested. 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 The Company grants RSUs to employees and RSAs to non-employee directors as part of the Company’s long term equity compensation plan. Restricted Stock Units 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 quarter ended June 26, 2015, the Company granted 134,000 RSU’s, with a weighted average fair value of $6.53 per share. During the six months ended June 26, 2015, 39,938 vested shares were withheld to satisfy withholding tax obligations, resulting in the net issuance of 313,712 shares. As of June 26, 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 2.3 years. As of June 26, 2015, a total of 1,169,306 RSU’s remain outstanding with an aggregate intrinsic value of $ 7.6 million and a weighted average remaining contractual term of 1.5 years. Restricted Stock Awards The following table summarizes the Company’s RSU and RSA activity for the three months June 26, 2015: Shares Aggregate Unvested restricted stock units and restricted stock awards at December 26, 2014 1,078,279 $ 9,673 Granted 737,000 Vested (400,650 ) Forfeited (189,323 ) Unvested restricted stock units and restricted stock awards at June 26, 2015 1,225,306 $ 7,600 Vested and expected to vest restricted stock units and restricted stock awards at June 26, 2015 1,011,568 $ 6,211 The following table shows the Company’s stock-based compensation expense included in the condensed consolidated statements of operations (in thousands): Three months ended Six months ended June 26, 2015 June 27, June 26, 2015 June 27, Cost of sales (1) $ 246 $ 242 $ 629 $ 568 Research and development 51 74 101 145 Sales and marketing 89 82 200 214 General and administrative 657 595 588 1085 1,043 993 1,518 2,012 Income tax benefit (293 ) (206 ) (440 ) (380 ) Net stock-based compensation expense $ 750 $ 787 $ 1,078 $ 1,632 (1) Stock-based compensation expenses capitalized in inventory for the three and six month periods ended June 26, 2015 and June 27, 2014 were considered immaterial. Recent Accounting Pronouncements In April 2015, the FASB issued authoritative guidance that requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The authoritative guidance is effective for the Company in the first quarter of fiscal 2017 and should be applied retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. |
Balance Sheet Information
Balance Sheet Information | 6 Months Ended |
Jun. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Information | 2. Balance Sheet Information Inventory consisted of the following (in thousands): June 26, 2015 December 26, Raw materials $ 48,691 $ 45,294 Work in process 19,122 14,103 Finished goods 4,722 3,922 72,535 63,319 Reserve for excess and obsolete (7,888 ) (6,469 ) Total $ 64,647 $ 56,850 Equipment and leasehold improvements, net, consisted of the following (in thousands): June 26, December 26, Computer equipment and software $ 9,639 $ 9,299 Furniture and fixtures 2,708 2,582 Machinery and equipment 13,534 10,774 Leasehold improvements 15,338 12,847 41,219 35,502 Accumulated depreciation (26,369 ) (24,661 ) Total $ 14,850 $ 10,841 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 26, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 3. Acquisitions On February 5, 2015, the Company completed the acquisition of certain of the assets and liabilities of Marchi, a designer and manufacturer of specialty thermocouples, heaters 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. In addition, the Company incurred approximately $0.2 million of costs related to the acquisition. The Company completed this acquisition primarily in order to expand its capabilities with existing customers and to bring the Company closer to the customer in the design stage 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 Credit Agreement. See further discussion of the new borrowing arrangements in Note 5 to the Notes to Condensed Consolidated Financial Statements. The Company allocated the purchase price of Marchi to the tangible assets, liabilities and identifiable intangible assets acquired, based on their estimated fair values. The excess of purchase price over the aggregate fair value was recorded as goodwill. Goodwill associated with the acquisition is primarily attributable to the future technology, market presence and knowledgeable and experienced workforce. Although goodwill is not amortized for financial accounting purposes, it is amortized in its entirely for tax purposes over fifteen years. The fair value assigned to identifiable intangible assets acquired was determined using the income approach taking into account the Company’s consideration of a number of inputs, including 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. The estimated fair value of the tangible and intangible assets acquired was allocated at Marchi’s acquisition date. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of inventory, non-income based taxes and residual goodwill. During the measurement period, which can be no more than one year from the date of acquisition, we expect to continue to obtain information to assist us in determining the final fair value of the net assets acquired at the acquisition date during the measurement period. The preliminary purchase price for the acquisition is allocated as follows: Fair Market Values (in thousands) Inventories $ 1,297 Property and equipment, net 767 Goodwill 18,380 Purchased intangible assets 23,370 Other non-current assets 26 Total assets acquired 43,840 Other liabilities (100 ) Total liabilities assumed (100 ) Purchase price allocated $ 43,740 Useful Life Purchased Intangible Assets (In years) (In thousands) Customer relationships 10 $ 9,900 Trade name 6 1,170 Intellectual properties/know-how 8 - 12 12,300 Total purchased intangible assets $ 23,370 Goodwill is not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The results of operations for the Company for the first half of fiscal 2015 include five full months of operating activity for Marchi. For the three and six months ended June 26, 2015, net sales of approximately $4.1 million and $6.2 million, respectively and operating income of approximately $1.5 million and $2.2 million, respectively attributable to Marchi were included in the consolidated results of operations. For the three and six months ended June 26, 2015, results of operations included charges of $0.7 million and $1.1 million, respectively, attributable to amortization of purchased intangible assets and $0.2 million of deal costs associated with the acquisition. Deal costs are included in general and administrative expenses in the Company’s consolidated results of operations. The following unaudited pro forma consolidated results of operations assume the acquisition was completed as of the beginning of the year of the reporting periods presented. The unaudited pro forma consolidated results of operations for the three and six months ended June 26, 2015 and June 27, 2014 (in thousands, except per share amounts) as follows: Three Months Ended Six Months Ended June 26, June 27, 2014 June 26, June 27, 2014 Net sales $ 117,549 $ 135,405 $ 244,443 $ 283,184 Net income $ 1,903 $ 5,031 $ 3,307 $ 11,039 Basic earnings per share $ 0.06 $ 0.16 $ 0.11 $ 0.36 Diluted earnings per share $ 0.06 $ 0.16 $ 0.10 $ 0.35 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 unaudited pro forma results for the three and six months ended June 26, 2015 include acquisition related costs of $0.2 million which are not expected to occur in future quarters. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only and are not necessarily indicative of the condensed consolidated financial position or results of income in future periods or the results that actually would have been realized had UCT and Marchi been a combined company during the specified periods. The unaudited pro forma condensed combined 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 and Purchased Intangib
Goodwill and Purchased Intangible Assets | 6 Months Ended |
Jun. 26, 2015 | |
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 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. The Company assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition. Typically, acquisitions relate to a single reporting unit and thus do not require the allocation of goodwill to multiple reporting units. If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process. 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 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. To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, the Company then performs the two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. Under the two-step goodwill impairment test, the Company would in the first step compare the estimated fair value of each reporting unit to its carrying value. The Company determines the fair value of each of its reporting units based on a weighting of income and market approaches. If the carrying value of a reporting unit exceeds its fair value, the Company would then perform the second step of the impairment test in order to determine the implied fair value of the reporting unit’s goodwill. If the Company determines that the carrying value of a reporting unit’s goodwill exceeds its implied fair value, the Company would record an impairment charge equal to the difference. The evaluation of goodwill and intangible assets for impairment requires the exercise of significant judgment. In the event of future changes in business conditions, the Company will be required to reassess and update its forecasts and estimates used in future impairment analyses. If the results of these future analyses are lower than current estimates, a material impairment charge may result at that time. Details of goodwill and other intangible assets were as follows (in thousands): June 26, 2015 December 26, 2014 Goodwill Intangible Assets Total Goodwill Intangible Assets Total Carrying amount $ 74,298 $ 37,702 $ 112,000 $ 55,918 $ 16,824 $ 72,742 Purchased Intangible Assets Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews indefinite lived intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable and tests definite lives intangible assets at least annually for impairment. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure. Details of purchased intangible assets were as follows (in thousands): As of June 26, 2015 As of December 26, 2014 Gross Carrying Amount Accumulated Amortization Carrying Value Gross Carrying Amount Accumulated Amortization Carrying Value Useful Life (in years) AIT Customer relationships $ 19,000 $ (14,154 ) $ 4,846 $ 19,000 $ (13,011 ) $ 5,989 7 Tradename 1,900 (1,229 ) 671 1,900 (1,081 ) 819 6 Intellectual property/know-how 1,600 (686 ) 914 1,600 (571 ) 1,029 7 Marchi Customer relationships 9,900 (412 ) 9,488 — — — 10 Tradename 1,170 (99 ) 1,071 — — — 6 Intellectual property/know-how 12,300 (575 ) 11,725 — — — 8-12 UCT Tradename 8,987 — 8,987 8,987 — 8,987 * Total $ 54,857 $ (17,155 ) $ 37,702 $ 31,487 $ (14,663 ) $ 16,824 * In addition to the Marchi and AIT tradename intangible assets of $3.1 million, the Company is also carrying a UCT tradename intangible asset of $9.0 million as a result of a previous acquisition. The Company concluded that the UCT tradename intangible asset life is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company amortizes its tradenames (AIT and Marchi) and customer relationships (AIT) intangible assets using an accelerated method over the estimated economic life of the assets, ranging from 6 to 7 years. The Company amortizes its intellectual property/know-how intangible and customer relationships (Marchi) asset on a straight-line basis with an estimated economic life of the assets ranging from 7 to 12 years. Amortization expense were approximately $1.4 million and $1.2 million for the three months ended June 26, 2015 and June 27, 2014, respectively and $ 2.5 million and $2.4 million for the six months ended June 26, 2015 and June 27, 2014, respectively. Amortization expense is charged to General and Administrative. As of June 26, 2015, future estimated amortization expense is expected to be as follows (in thousands): Amortization Expense 2015 (remaining in year) $ 2,710 2016 4,888 2017 3,969 2018 3,409 2019 3,037 Thereafter 10,702 Total $ 28,715 |
Borrowing Arrangements
Borrowing Arrangements | 6 Months Ended |
Jun. 26, 2015 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | 5. Borrowing Arrangements Prior to February 5, 2015, the Company had borrowing arrangements with Silicon Valley Bank under a Loan and Security Agreement (the “Loan Agreement”) which included a $40.0 million revolving credit facility (the “Revolver”), maturing on July 3, 2016, and a $40.0 million term loan (the “Term Loan”), maturing on July 3, 2016. The interest rate on the Revolver during the month of January 2015 was 3.75%. On February 2, 2015, the Company entered into a new credit agreement (the “Credit Agreement”) by and among the Company, certain of its subsidiaries, East West Bank and Citi National Bank (collectively, the “Lenders”). The new credit agreement was amended in April 3, 2015 (as amended, the “Credit Agreement”) to modify certain term of the agreement. The Credit Agreement provides for a term loan in an aggregate principal amount of $40.0 million (the “New Term Loan”) and a revolving credit facility in an aggregate principal amount of $40.0 million (the “New Revolving Credit Facility”), a letter of credit facility in the aggregate availability amount of $20.0 million (as a sublimit of such New Revolving Credit Facility) (the “L/C Facility”) and a swingline sub-facility in the aggregate availability amount of $5.0 million (as a sublimit of the New Revolving Credit Facility) (together with the Term Loan, the Revolving Credit Facility and the L/C Facility, the “Senior Secured Credit Facility”). On February 2, 2015, the Company borrowed an aggregate of $40.0 million under the New Term Loan and approximately $6.5 million under the New Revolving Credit Facility. The borrowed funds were used to repay the outstanding balance to Silicon Valley Bank as lender under our prior Loan Agreement. The prior Loan Agreement was terminated in connection with this transaction and, as a result, the outstanding balance of the revolver of $31.3 million was classified as long-term debt as of December 26, 2014 in accordance with the terms of the new debt agreement. In addition, we expensed the unamortized debt issuance costs of approximately $0.7 million in the first quarter of 2015. On February 5, 2015, in order to finance the acquisition of Marchi, the Company borrowed $29.7 million under the New Revolving Credit Facility. The New Term Loan must be repaid in consecutive quarterly installments of $1.25 million for the first four installments and $2.9 million for the remaining twelve installments, with the first payment made on March 31, 2015, and with the balance of the outstanding principal amount of the New Term Loan due at the final maturity, which is February 2, 2019. The New Revolving Credit Facility is available for the four-year period beginning on February 2, 2015. 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 (subject to certain exceptions and limitations). At the Company’s option, borrowings under the New Term Loan and New 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 February 2, 2015 were initially base rate loans, carrying interest of 3.25%. The Company expects, however, that the effective interest rate will be higher due to the incurrence of certain loan-related costs of $0.6 million that have been treated as a discount on the debt and amortized over the life of the loan. As of June 26, 2015, the interest rates on the outstanding new Term Loan and new Revolving Credit facility were 2.69% and 3.00%, respectively. The Credit Agreement requires the Company to maintain certain financial covenants including a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) of at least 1.25 to 1.00 starting with the end of the first quarter of fiscal 2015 and a consolidated leverage ratio (as defined in the Credit Agreement) no greater than 3.5 to 1.00 starting with the end of the first quarter of fiscal 2015. The Credit Agreement also includes other customary affirmative and negative covenants. The Company was in compliance with all covenants for the quarter ended June 26, 2015. The Credit Agreement also contains provisions requiring the following mandatory prepayments (subject to certain exceptions and limitations): annual prepayments in an amount equal to (a) 33% of excess cash flow (as defined in the Credit Agreement) if the aggregate outstanding principal amount of the New Term Loan equals or exceeds $20.0 million and (b) 25% of excess cash flow if the aggregate outstanding principal amount of the New Term Loan equals or exceeds $10.0 million but is less than $20.0 million. The Credit Agreement also restricts us from declaring or paying any cash dividends. As of June 26, 2015, the outstanding amounts under the Company’s New Term Loan and New Revolving Credit Facility were $38.7 million and $36.2 million, respectively, which are gross of unamortized debt issuance costs of $0.5 million for a total debt balance of $74.4 million. |
Income Tax
Income Tax | 6 Months Ended |
Jun. 26, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 6. Income Tax The Company’s income tax provision and effective tax rate for the three and six month periods ended June 26, 2015 were $0.9 million and 28.1% and $1.4 million and 29.0 %, respectively compared to $1.6 million and 20.7% and $3.1 million and 18.9%, respectively for the three and six month periods ended June 27, 2014. The change in respective rates reflects, primarily, changes in the geographic mix of worldwide earnings and financial results, as well as the impact of losses which have a full valuation allowance for the three and six month periods ended June 26, 2015 compared to the three and six month periods ended June 27, 2014. Our effective tax rates were lower than the statutory rates for the first and second quarters of fiscal years 2015 and 2014 primarily due to the geographic distribution of our world-wide earnings in foreign jurisdictions with lower tax rates or tax holidays, such as the tax holiday we are currently enjoying in Singapore. Company management continuously evaluates the need for a valuation allowance and as of June 26, 2015, concluded that a full valuation allowance on its California, Oregon, and one of its Chinese subsidiaries was still appropriate. The Company earns a significant amount of its operating income outside the United States, which is deemed to be indefinitely reinvested in foreign jurisdictions. As a result, most of the Company’s cash and cash equivalents are held by foreign subsidiaries. The Company currently does not intend nor foresee a need to repatriate these funds to the U.S. The Company expects existing domestic cash and cash flows from operations to continue to be sufficient to fund its 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 the Company should require more capital in the U.S. than is generated by its domestic operations, for example to fund significant discretionary activities such as business acquisitions, the Company 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. The Company has borrowed funds domestically and continues to believe it has 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 2014, the Company determined that a portion of the current year earnings of one of 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 June 26, 2015, the Company had undistributed earnings of foreign subsidiaries that are indefinitely invested outside of the U.S. of approximately $67.1 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 summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): Six months ended June 26, June 27, Balance as of the beginning of period $ 356 $ 165 Increase (decrease) related to current year tax positions (31 ) 141 Balance as of the end of period $ 325 $ 306 The Company’s gross liability for unrecognized tax benefits as of June 26, 2015 and December 26, 2014 was $0.3 million and $0.4 million, respectively. Increases or decreases to interest and penalties on uncertain tax positions are included in income tax provision in the condensed consolidated statements of operations. Interest related to uncertain tax positions was immaterial for each of the three and six month periods ended June 26, 2015 and June 27, 2014. 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 and net operating loss carryforwards, assumes the Company will be able to generate sufficient future income to fully realize the income tax benefit. 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. The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company’s 2011 through 2013 federal income tax returns are open to audit through the statute of limitations by the Internal Revenue Service. The Company’s 2010 through 2013 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 enjoying a zero rate tax holiday related to its Singapore subsidiary that will expire for tax years beginning January 2016. This tax rate is subject to achieving certain commitments agreed to with the Economic Development Board of Singapore including investment and employment thresholds. The Company’s Singapore subsidiary recorded a net profit of $2.4 million and $4.5 million for the three and six month periods ended June 26, 2015, respectively. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 26, 2015 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 7. Net Income Per Share Basic net income per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if outstanding securities or other contracts to issue common stock were exercised or converted into common stock. The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share (in thousands, except per share data): Three months ended Six months ended June 26, June 27, June 26, June 27, Numerator: Net income $ 2,207 $ 6,032 $ 3,380 $ 13,088 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 31,615 29,438 31,042 29,157 Shares used in computation — diluted: Shares used in computing basic net income per share 31,615 29,438 31,042 29,157 Dilutive effect of common shares outstanding subject to repurchase 111 206 232 288 Dilutive effect of options outstanding 51 238 84 460 Weighted average shares used in computing diluted net income per share 31,777 29,882 31,358 29,905 Net income per share — basic $ 0.07 $ 0.20 $ 0.11 $ 0.45 Net income per share — diluted $ 0.07 $ 0.20 $ 0.11 $ 0.44 The Company had securities outstanding which could potentially dilute basic net income 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 consisted of 391,676 stock options and 387,437 stock options for the three and six month periods ended June 26, 2015, respectively, and 261,479 stock options and 274,858 stock options for the three and six month periods June 27, 2014, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 26, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies The Company had commitments to purchase inventory totaling approximately $45.4 million at June 26, 2015. The Company 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. The Company leases certain of its facilities under non-cancelable leases, which expire on various dates through 2022. As of June 26, 2015, future minimum payments under these operating leases were as follows (in thousands): Fiscal Year 2015 (remaining in year) $ 3,095 2016 5,337 2017 4,712 2018 3,573 2019 2,737 Thereafter 7,770 Total minimum lease payments $ 27,224 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 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 or results of operations. |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 26, 2015 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 9. Segment and Geographic 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, consumer, medical, energy, industrial, flat panel 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): Three months ended Six months ended June 26, 2015 June 27, June 26, 2015 June 27, United States $ 79,961 $ 94,221 $ 169,430 $ 200,026 China 5,288 18,885 17,250 36,426 Singapore 29,170 13,046 47,402 30,666 Other 3,130 6,525 8,785 9,783 $ 117,549 $ 132,677 $ 242,867 $ 276,901 At June 26, 2015 and June 27, 2014, approximately $8.5 million and $4.0 million, respectively, of the Company’s net long-lived assets were located in Asia, and the remaining balances were located in the United States. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 26, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events On July 31, 2015, the Company completed the acquisition of all of the assets and liabilities of Miconex S.R.O. (“Miconex”), a provider of manufacturing services in advanced precision milling and welding of plastics for the semiconductor industry located in the Czech Republic. The purchase price of approximately $22.8 million includes $15.0 million in cash, subject to certain post-closing adjustments, 500,000 shares of newly issued common stock and up to $4.0 million of potential cash “earn-out” payments payable over a two-year period, based on Miconex’s achievement of specified performance targets. In addition, the Company expects to incur approximately $0.4 million of costs related to the acquisition, which have been expensed as incurred. The Company financed the entire cash portion of the acquisition through its existing Asia operating cash. The Company’s primary reason for this acquisition is to expand its manufacturing capabilities with its existing customers. Due to the limited time since the acquisition date and limitations on access to Miconex’s information prior to the acquisition date, the initial accounting for the business combination is incomplete at this time. As a result, the Company is unable to provide amounts recognized as of the acquisition date for major classes of assets and liabilities acquired and the information required for indemnification of assets, contingencies, non-controlling interests and goodwill. Also, because the initial accounting for the transaction is incomplete, the Company is unable to provide the supplemental pro forma revenue and earnings of the combined entity. |
Organization and Significant 16
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization 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. The Company provides its customers with complete solutions that combine its expertise in design, scan, assembly, test and component characterization. The Company’s customers value its highly flexible global manufacturing operations, its excellence in quality control and its scale and financial stability. The Company’s global footprint enables the Company to reduce manufacturing costs and design-to-delivery cycle times and maintains high quality standards for the Company’s customers. The Company believes that these characteristics allow the Company provides global solutions for its customers’ growing product demands. The Company ships the majority of its products to U.S. registered customers with locations both in and outside the U.S. In addition to its U.S. manufacturing capabilities, 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 32.6% and 32.8% for the three months ended June 26, 2015 and June 27, 2014, respectively, and 32.2% and 29.0% of sales for the six months ended June 26, 2015 and June 27, 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 |
Principles of Consolidation | Principles of Consolidation |
Foreign Currency Translation | Foreign Currency Translation |
Use of Accounting Estimates | Use of Accounting 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 global economy, 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 if needed; 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 that the Company fails to be prepared for; 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 |
Significant sales to customers | Significant sales to customers Three months ended Six months ended June 26, June 27, June 26, June 27, Lam Research Corporation 55.4 % 34.9 % 50.9 % 34.6 % Applied Materials, Inc. 25.8 19.4 27.4 22.5 ASM International — * 17.1 — * 18.3 GT Advanced Technologies (GTAT) — * 11.1 — * — * Total 81.2 % 82.5 % 78.3 % 75.4 % * Total sales for the period are below 10%. Three customers’ accounts receivable balances, Applied Materials, Inc., Lam Research Corporation and ASM International, were individually greater than 10% of accounts receivable as of June 26, 2015, and in the aggregate represented approximately 83.4% 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 December 26, 2014, and in the aggregate represented approximately 73.7% of accounts receivable. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments — 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 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, 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 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 $3.8 million at June 26, 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. Financial assets measured at fair value are summarized below (in thousands): Quoted Prices Significant Quoted Prices Significant June 26, 2015 December 26, 2014 (level 1) (level 2) (level 1) (level 2) Money market fund deposits (1) $ 3,794 $ — $ 14,396 $ — (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 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 |
Product Warranty | Product Warranty — Three months ended June 26, June 27, Beginning balance $ 109 $ 101 Change in reserve 10 100 Warranty costs incurred in the current period (35 ) (74 ) Ending balance $ 84 $ 127 |
Income Taxes | Income Taxes The Company continued to maintain a full valuation allowance on its California, Oregon, and one of its Chinese subsidiaries deferred tax amounts as of June 26, 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 |
Research and Development Costs | Research and Development Costs |
Net Income per Share | Net Income per Share |
Comprehensive Income | Comprehensive Income |
Segments | Segments |
Business Combinations | Business Combinations |
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 six months ended June 26, 2015: Shares Weighted Weighted Aggregate Outstanding at December 26, 2014 853,551 $ 8.87 1.35 $ 1,798 Granted — — Exercised (337,303 ) $ 6.48 Canceled (9,100 ) $ 8.10 Outstanding at June 26, 2015 507,148 $ 10.49 1.80 $ 349 Options exercisable at June 26, 2015 507,148 $ 10.49 1.80 $ 349 There were no options granted by the Company during either of the six month periods ended June 26, 2015 and June 27, 2014. As of June 26, 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 The Company grants RSUs to employees and RSAs to non-employee directors as part of the Company’s long term equity compensation plan. Restricted Stock Units 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 quarter ended June 26, 2015, the Company granted 134,000 RSU’s, with a weighted average fair value of $6.53 per share. During the six months ended June 26, 2015, 39,938 vested shares were withheld to satisfy withholding tax obligations, resulting in the net issuance of 313,712 shares. As of June 26, 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 2.3 years. As of June 26, 2015, a total of 1,169,306 RSU’s remain outstanding with an aggregate intrinsic value of $ 7.6 million and a weighted average remaining contractual term of 1.5 years. Restricted Stock Awards The following table summarizes the Company’s RSU and RSA activity for the three months June 26, 2015: Shares Aggregate Unvested restricted stock units and restricted stock awards at December 26, 2014 1,078,279 $ 9,673 Granted 737,000 Vested (400,650 ) Forfeited (189,323 ) Unvested restricted stock units and restricted stock awards at June 26, 2015 1,225,306 $ 7,600 Vested and expected to vest restricted stock units and restricted stock awards at June 26, 2015 1,011,568 $ 6,211 The following table shows the Company’s stock-based compensation expense included in the condensed consolidated statements of operations (in thousands): Three months ended Six months ended June 26, 2015 June 27, June 26, 2015 June 27, Cost of sales (1) $ 246 $ 242 $ 629 $ 568 Research and development 51 74 101 145 Sales and marketing 89 82 200 214 General and administrative 657 595 588 1085 1,043 993 1,518 2,012 Income tax benefit (293 ) (206 ) (440 ) (380 ) Net stock-based compensation expense $ 750 $ 787 $ 1,078 $ 1,632 (1) Stock-based compensation expenses capitalized in inventory for the three and six month periods ended June 26, 2015 and June 27, 2014 were considered immaterial. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In April 2015, the FASB issued authoritative guidance that requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts. The authoritative guidance is effective for the Company in the first quarter of fiscal 2017 and should be applied retrospectively. Early adoption is permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements. |
Organization and Significant 17
Organization and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Customers as Percentage of Total Sales | 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: Three months ended Six months ended June 26, June 27, June 26, June 27, Lam Research Corporation 55.4 % 34.9 % 50.9 % 34.6 % Applied Materials, Inc. 25.8 19.4 27.4 22.5 ASM International — * 17.1 — * 18.3 GT Advanced Technologies (GTAT) — * 11.1 — * — * Total 81.2 % 82.5 % 78.3 % 75.4 % * Total sales for the period are below 10%. |
Financial Assets Measured at Fair Value | Financial assets measured at fair value are summarized below (in thousands): Quoted Prices Significant Quoted Prices Significant June 26, 2015 December 26, 2014 (level 1) (level 2) (level 1) (level 2) Money market fund deposits (1) $ 3,794 $ — $ 14,396 $ — (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. |
Components of Reserve for Warranty Costs | Components of the reserve for warranty costs consisted of the following (in thousands): Three months ended June 26, June 27, Beginning balance $ 109 $ 101 Change in reserve 10 100 Warranty costs incurred in the current period (35 ) (74 ) Ending balance $ 84 $ 127 |
Schedule of Stock Option Activity | Stock option activity for the six months ended June 26, 2015: Shares Weighted Weighted Aggregate Outstanding at December 26, 2014 853,551 $ 8.87 1.35 $ 1,798 Granted — — Exercised (337,303 ) $ 6.48 Canceled (9,100 ) $ 8.10 Outstanding at June 26, 2015 507,148 $ 10.49 1.80 $ 349 Options exercisable at June 26, 2015 507,148 $ 10.49 1.80 $ 349 |
Summary of Restricted Stock Unit and Restricted Stock Award Activity | The following table summarizes the Company’s RSU and RSA activity for the three months June 26, 2015: Shares Aggregate Unvested restricted stock units and restricted stock awards at December 26, 2014 1,078,279 $ 9,673 Granted 737,000 Vested (400,650 ) Forfeited (189,323 ) Unvested restricted stock units and restricted stock awards at June 26, 2015 1,225,306 $ 7,600 Vested and expected to vest restricted stock units and restricted stock awards at June 26, 2015 1,011,568 $ 6,211 |
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations | The following table shows the Company’s stock-based compensation expense included in the condensed consolidated statements of operations (in thousands): Three months ended Six months ended June 26, 2015 June 27, June 26, 2015 June 27, Cost of sales (1) $ 246 $ 242 $ 629 $ 568 Research and development 51 74 101 145 Sales and marketing 89 82 200 214 General and administrative 657 595 588 1085 1,043 993 1,518 2,012 Income tax benefit (293 ) (206 ) (440 ) (380 ) Net stock-based compensation expense $ 750 $ 787 $ 1,078 $ 1,632 (1) Stock-based compensation expenses capitalized in inventory for the three and six month periods ended June 26, 2015 and June 27, 2014 were considered immaterial. |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Inventory | Inventory consisted of the following (in thousands): June 26, 2015 December 26, Raw materials $ 48,691 $ 45,294 Work in process 19,122 14,103 Finished goods 4,722 3,922 72,535 63,319 Reserve for excess and obsolete (7,888 ) (6,469 ) Total $ 64,647 $ 56,850 |
Equipment and Leasehold Improvements, Net | Equipment and leasehold improvements, net, consisted of the following (in thousands): June 26, December 26, Computer equipment and software $ 9,639 $ 9,299 Furniture and fixtures 2,708 2,582 Machinery and equipment 13,534 10,774 Leasehold improvements 15,338 12,847 41,219 35,502 Accumulated depreciation (26,369 ) (24,661 ) Total $ 14,850 $ 10,841 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Business Combinations [Abstract] | |
Schedule of Allocation of Preliminary Purchase Price for Acquisition | The preliminary purchase price for the acquisition is allocated as follows: Fair Market Values (in thousands) Inventories $ 1,297 Property and equipment, net 767 Goodwill 18,380 Purchased intangible assets 23,370 Other non-current assets 26 Total assets acquired 43,840 Other liabilities (100 ) Total liabilities assumed (100 ) Purchase price allocated $ 43,740 |
Summary of Purchased Intangible Assets | Useful Life Purchased Intangible Assets (In years) (In thousands) Customer relationships 10 $ 9,900 Trade name 6 1,170 Intellectual properties/know-how 8 - 12 12,300 Total purchased intangible assets $ 23,370 |
Unaudited Proforma Consolidated Results of Operations | The following unaudited pro forma consolidated results of operations assume the acquisition was completed as of the beginning of the year of the reporting periods presented. The unaudited pro forma consolidated results of operations for the three and six months ended June 26, 2015 and June 27, 2014 (in thousands, except per share amounts) as follows: Three Months Ended Six Months Ended June 26, June 27, 2014 June 26, June 27, 2014 Net sales $ 117,549 $ 135,405 $ 244,443 $ 283,184 Net income $ 1,903 $ 5,031 $ 3,307 $ 11,039 Basic earnings per share $ 0.06 $ 0.16 $ 0.11 $ 0.36 Diluted earnings per share $ 0.06 $ 0.16 $ 0.10 $ 0.35 |
Goodwill and Purchased Intang20
Goodwill and Purchased Intangible Assets (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Indefinite Lived Intangible Assets | Details of goodwill and other intangible assets were as follows (in thousands): June 26, 2015 December 26, 2014 Goodwill Intangible Assets Total Goodwill Intangible Assets Total Carrying amount $ 74,298 $ 37,702 $ 112,000 $ 55,918 $ 16,824 $ 72,742 |
Details of Purchased Intangible Assets | Details of purchased intangible assets were as follows (in thousands): As of June 26, 2015 As of December 26, 2014 Gross Carrying Amount Accumulated Amortization Carrying Value Gross Carrying Amount Accumulated Amortization Carrying Value Useful Life (in years) AIT Customer relationships $ 19,000 $ (14,154 ) $ 4,846 $ 19,000 $ (13,011 ) $ 5,989 7 Tradename 1,900 (1,229 ) 671 1,900 (1,081 ) 819 6 Intellectual property/know-how 1,600 (686 ) 914 1,600 (571 ) 1,029 7 Marchi Customer relationships 9,900 (412 ) 9,488 — — — 10 Tradename 1,170 (99 ) 1,071 — — — 6 Intellectual property/know-how 12,300 (575 ) 11,725 — — — 8-12 UCT Tradename 8,987 — 8,987 8,987 — 8,987 * Total $ 54,857 $ (17,155 ) $ 37,702 $ 31,487 $ (14,663 ) $ 16,824 * In addition to the Marchi and AIT tradename intangible assets of $3.1 million, the Company is also carrying a UCT tradename intangible asset of $9.0 million as a result of a previous acquisition. The Company concluded that the UCT tradename intangible asset life is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. |
Future Estimated Amortization Expense | As of June 26, 2015, future estimated amortization expense is expected to be as follows (in thousands): Amortization Expense 2015 (remaining in year) $ 2,710 2016 4,888 2017 3,969 2018 3,409 2019 3,037 Thereafter 10,702 Total $ 28,715 |
Income Tax (Tables)
Income Tax (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Income Tax Disclosure [Abstract] | |
Activity Related to Company's Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): Six months ended June 26, June 27, Balance as of the beginning of period $ 356 $ 165 Increase (decrease) related to current year tax positions (31 ) 141 Balance as of the end of period $ 325 $ 306 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
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, except per share data): Three months ended Six months ended June 26, June 27, June 26, June 27, Numerator: Net income $ 2,207 $ 6,032 $ 3,380 $ 13,088 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 31,615 29,438 31,042 29,157 Shares used in computation — diluted: Shares used in computing basic net income per share 31,615 29,438 31,042 29,157 Dilutive effect of common shares outstanding subject to repurchase 111 206 232 288 Dilutive effect of options outstanding 51 238 84 460 Weighted average shares used in computing diluted net income per share 31,777 29,882 31,358 29,905 Net income per share — basic $ 0.07 $ 0.20 $ 0.11 $ 0.45 Net income per share — diluted $ 0.07 $ 0.20 $ 0.11 $ 0.44 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Payments under Operating Leases | As of June 26, 2015, future minimum payments under these operating leases were as follows (in thousands): Fiscal Year 2015 (remaining in year) $ 3,095 2016 5,337 2017 4,712 2018 3,573 2019 2,737 Thereafter 7,770 Total minimum lease payments $ 27,224 |
Segment and Geographic Inform24
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 26, 2015 | |
Segment Reporting [Abstract] | |
Revenue by Geographic Area | The following table sets forth revenue by geographic area (in thousands): Three months ended Six months ended June 26, 2015 June 27, June 26, 2015 June 27, United States $ 79,961 $ 94,221 $ 169,430 $ 200,026 China 5,288 18,885 17,250 36,426 Singapore 29,170 13,046 47,402 30,666 Other 3,130 6,525 8,785 9,783 $ 117,549 $ 132,677 $ 242,867 $ 276,901 |
Organization and Significant 25
Organization and Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 26, 2015USD ($) | Jun. 27, 2014USD ($) | Jun. 26, 2015USD ($)SegmentCustomer | Jun. 27, 2014USD ($) | Dec. 26, 2014USD ($)Customer | Dec. 27, 2013USD ($) | |
Concentration Risk [Line Items] | ||||||
Carrying value of cash and cash equivalents | $ 76,614 | $ 69,365 | $ 76,614 | $ 69,365 | $ 78,997 | $ 60,415 |
Number of reportable segments | Segment | 1 | |||||
California and Oregon [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Valuation allowance on deferred tax assets | 3,200 | $ 3,200 | ||||
Subsidiaries [Member] | China [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Valuation allowance on deferred tax assets | 3,200 | $ 3,200 | ||||
Customer concentration risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Number of customers with accounts receivable greater than 10% | Customer | 3 | 3 | ||||
Money market fund deposits [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Carrying value of cash and cash equivalents | $ 3,800 | $ 3,800 | ||||
Sales [Member] | International Sales [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 32.60% | 32.80% | 32.20% | 29.00% | ||
Sales [Member] | Customer concentration risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 81.20% | 82.50% | 78.30% | 75.40% | ||
Level 1 [Member] | Money market fund deposits [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Fair value of cash and cash equivalents | $ 3,800 | $ 3,800 | ||||
Applied Materials, Inc., Lam Research Corporation and ASM International [Member] | Accounts receivable [Member] | Customer concentration risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration percentage | 83.40% | 73.70% | ||||
Minimum [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Fiscal year duration | 364 days | |||||
Useful lives range | 3 years | |||||
Maximum [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Fiscal year duration | 371 days | |||||
Useful lives range | 15 years | |||||
Product warranty period (in years) | 2 years | |||||
Measurement period to determine fair value of assets and liabilities | 12 months |
Organization and Significant 26
Organization and Significant Accounting Policies - Customers as Percentage of Total Sales (Detail) - Sales [Member] - Customer concentration risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Concentration Risk [Line Items] | ||||
Total | 81.20% | 82.50% | 78.30% | 75.40% |
Lam Research Corporation [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 55.40% | 34.90% | 50.90% | 34.60% |
Applied Materials, Inc. [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 25.80% | 19.40% | 27.40% | 22.50% |
ASM International [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 17.10% | 18.30% | ||
GT Advanced Technologies (GTAT) [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 11.10% |
Organization and Significant 27
Organization and Significant Accounting Policies - Customers as Percentage of Total Sales (Parenthetical) (Detail) - Sales [Member] - Customer concentration risk [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Concentration Risk [Line Items] | ||||
Total | 81.20% | 82.50% | 78.30% | 75.40% |
ASM International [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 17.10% | 18.30% | ||
ASM International [Member] | Maximum [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 10.00% | 10.00% | ||
GT Advanced Technologies (GTAT) [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 11.10% | |||
GT Advanced Technologies (GTAT) [Member] | Maximum [Member] | ||||
Concentration Risk [Line Items] | ||||
Total | 10.00% | 10.00% | 10.00% |
Organization and Significant 28
Organization and Significant Accounting Policies - Financial Assets Measured at Fair Value (Detail) - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 26, 2014 |
Level 1 [Member] | Money market fund deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets and liabilities measured at fair value | $ 3,794 | $ 14,396 |
Organization and Significant 29
Organization and Significant Accounting Policies - Components of Reserve for Warranty Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 26, 2015 | Jun. 27, 2014 | |
Standard Product Warranty Disclosure [Abstract] | ||
Beginning balance | $ 109 | $ 101 |
Change in reserve | 10 | 100 |
Warranty costs incurred in the current period | (35) | (74) |
Ending balance | $ 84 | $ 127 |
Organization and Significant 30
Organization and Significant Accounting Policies - Additional Information 1 (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Mar. 27, 2015 | Jun. 26, 2015 | Jun. 27, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend yield | 0.00% | |||
Number of options granted | 0 | |||
Employee stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vesting period, years | 4 years | |||
Number of options granted | 0 | 0 | ||
Stock-based compensation expense | $ 0 | |||
Employee stock options [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vesting period, years | 4 years | |||
Employee stock options [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vesting period, years | 10 years | |||
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vesting period, years | 3 years | |||
Granted stock units | 134,000 | 456,500 | ||
Weighted average fair value, granted | $ 6.53 | $ 8.68 | ||
Vested shares withheld to satisfy withholding tax obligations | 39,938 | |||
Vested shares issued net of tax withholdings | 313,712 | |||
Stock-based compensation cost, net of estimated forfeitures, recognized | $ 7,000,000 | |||
Outstanding restricted stock | 1,169,306 | 1,169,306 | ||
Aggregate intrinsic value | $ 7,600,000 | $ 7,600,000 | ||
Weighted average remaining contractual term (in years) | 1 year 6 months | |||
Restricted Stock Units [Member] | Employees [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vesting period, years | 3 years | |||
Unit purchase price of Restricted Stock Units | $ 0 | |||
Restricted Stock Units [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vesting period, years | 2 years 3 months 18 days | |||
Restricted Stock Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vesting period, years | 1 year | |||
Restricted Stock Awards [Member] | Non-Employee Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Outstanding restricted stock | 56,000 | 56,000 | ||
Unamortized expense of company's unvested restricted stock awards | $ 300,000 | $ 300,000 | ||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee common stock fair market value rate | 95.00% | |||
Performance Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Granted stock units | 90,500 | |||
Weighted average fair value, granted | $ 8.35 |
Organization and Significant 31
Organization and Significant Accounting Policies - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 26, 2015 | Dec. 26, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Outstanding, Shares, Beginning balance | 853,551 | |
Granted, Shares | 0 | |
Exercised, Shares | (337,303) | |
Cancelled, Shares | (9,100) | |
Outstanding, Shares, Ending balance | 507,148 | 853,551 |
Options exercisable, Shares | 507,148 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 8.87 | |
Granted, Weighted Average Exercise Price | 0 | |
Exercised, Weighted Average Exercise Price | 6.48 | |
Cancelled, Weighted Average Exercise Price | 8.10 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 10.49 | $ 8.87 |
Options exercisable, Weighted Average Exercise Price | $ 10.49 | |
Weighted Average Remaining Contractual Life (years), Outstanding | 1 year 9 months 18 days | 1 year 4 months 6 days |
Weighted Average Remaining Contractual Life (years), Options exercisable | 1 year 9 months 18 days | |
Aggregate Intrinsic Value, Outstanding, Beginning balance | $ 1,798 | |
Aggregate Intrinsic Value, Outstanding, Ending balance | 349 | $ 1,798 |
Aggregate Intrinsic Value, Options exercisable | $ 349 |
Organization and Significant 32
Organization and Significant Accounting Policies - Summary of Restricted Stock Unit and Restricted Stock Award Activity (Detail) - Restricted Stock Unit and Restricted Stock Award [Member] - USD ($) $ in Thousands | 3 Months Ended |
Jun. 26, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested restricted stock units and restricted stock awards, Number of Shares, Beginning balance | 1,078,279 |
Granted, Number of Shares | 737,000 |
Vested, Number of Shares | (400,650) |
Forfeited, Number of Shares | (189,323) |
Unvested restricted stock units and restricted stock awards, Number of Shares, Ending balance | 1,225,306 |
Vested and expected to vest restricted stock units and restricted stock awards, Number of Shares | 1,011,568 |
Unvested restricted stock units and restricted stock awards, Beginning balance, Aggregate Intrinsic Value | $ 9,673 |
Unvested restricted stock units and restricted stock awards, Ending balance, Aggregate Intrinsic Value | 7,600 |
Vested and expected to vest restricted stock units and restricted stock awards, Aggregate Intrinsic Value | $ 6,211 |
Organization and Significant 33
Organization and Significant Accounting Policies - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 1,043 | $ 993 | $ 1,518 | $ 2,012 |
Income tax benefit | (293) | (206) | (440) | (380) |
Net stock-based compensation expense | 750 | 787 | 1,078 | 1,632 |
Cost of goods sold [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 246 | 242 | 629 | 568 |
Research and development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 51 | 74 | 101 | 145 |
Sales and marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 89 | 82 | 200 | 214 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 657 | $ 595 | $ 588 | $ 1,085 |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Inventory (Detail) - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 26, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 48,691 | $ 45,294 |
Work in process | 19,122 | 14,103 |
Finished goods | 4,722 | 3,922 |
Inventory, gross | 72,535 | 63,319 |
Reserve for excess and obsolete | (7,888) | (6,469) |
Total | $ 64,647 | $ 56,850 |
Balance Sheet Information - Equ
Balance Sheet Information - Equipment and Leasehold Improvements, Net (Detail) - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 26, 2014 |
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 41,219 | $ 35,502 |
Accumulated depreciation | (26,369) | (24,661) |
Total | 14,850 | 10,841 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 9,639 | 9,299 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 2,708 | 2,582 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 13,534 | 10,774 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 15,338 | $ 12,847 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 05, 2015 | Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill amortization period | 15 years | ||||
Net sales | $ 117,549 | $ 132,677 | $ 242,867 | $ 276,901 | |
Operating income | 3,428 | 8,059 | 6,076 | 17,220 | |
Amortization of finite lived intangibles | 1,400 | $ 1,200 | 2,492 | $ 2,442 | |
Marchi Thermal Systems Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash paid for acquisition | $ 29,900 | 29,734 | |||
Shares of newly issued common stock | 1,437,500 | ||||
Total purchase price | $ 43,700 | ||||
Acquisition costs | 200 | ||||
Amount borrowed to finance cash portion of acquisition | $ 29,700 | ||||
Net sales | 4,100 | 6,200 | |||
Operating income | 1,500 | 2,200 | |||
Amortization of finite lived intangibles | 700 | 1,100 | |||
Marchi Thermal Systems Inc [Member] | General and administrative [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition costs | 200 | ||||
Ultra Clean Holding Inc and Marchi Thermal Systems Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 200 | $ 200 |
Acquisitions - Schedule of Allo
Acquisitions - Schedule of Allocation of Preliminary Purchase Price for Acquisition (Detail) - USD ($) $ in Thousands | Jun. 26, 2015 | Feb. 28, 2015 | Dec. 26, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 74,298 | $ 55,918 | |
Marchi Thermal Systems Inc [Member] | |||
Business Acquisition [Line Items] | |||
Inventories | $ 1,297 | ||
Property and equipment, net | 767 | ||
Goodwill | 18,380 | ||
Purchased intangible assets | 23,370 | ||
Other non-current assets | 26 | ||
Total assets acquired | 43,840 | ||
Other liabilities | (100) | ||
Total liabilities assumed | (100) | ||
Purchase price allocated | $ 43,740 |
Acquisitions - Summary of Purch
Acquisitions - Summary of Purchased Intangible Assets (Detail) - Marchi Thermal Systems Inc [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2015 | Dec. 26, 2014 | Jun. 26, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Total purchased intangible assets | $ 23,370 | ||
Customer relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Purchased intangible assets, Useful Life | 10 years | 10 years | |
Total purchased intangible assets | $ 9,900 | $ 9,900 | |
Trade name [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Purchased intangible assets, Useful Life | 6 years | 6 years | |
Total purchased intangible assets | $ 1,170 | 1,170 | |
Intellectual Properties/Know-How [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Total purchased intangible assets | $ 12,300 | $ 12,300 | |
Intellectual Properties/Know-How [Member] | Minimum [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Purchased intangible assets, Useful Life | 8 years | 8 years | |
Intellectual Properties/Know-How [Member] | Maximum [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Purchased intangible assets, Useful Life | 12 years | 12 years |
Acquisitions - Unaudited Profor
Acquisitions - Unaudited Proforma Consolidated Results of Operations (Detail) - Marchi Thermal Systems Inc [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net sales | $ 117,549 | $ 135,405 | $ 244,443 | $ 283,184 |
Net income | $ 1,903 | $ 5,031 | $ 3,307 | $ 11,039 |
Basic earnings per share | $ 0.06 | $ 0.16 | $ 0.11 | $ 0.36 |
Diluted earnings per share | $ 0.06 | $ 0.16 | $ 0.10 | $ 0.35 |
Goodwill and Purchased Intang40
Goodwill and Purchased Intangible Assets - Goodwill and Other Indefinite Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 26, 2015 | Dec. 26, 2014 |
Intangible Assets, Net (Including Goodwill) [Abstract] | ||
Goodwill | $ 74,298 | $ 55,918 |
Intangible Assets | 37,702 | 16,824 |
Total | $ 112,000 | $ 72,742 |
Goodwill and Purchased Intang41
Goodwill and Purchased Intangible Assets - Details of Purchased Intangible Assets (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2015 | Dec. 26, 2014 | Jun. 26, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated Amortization | $ (14,663) | $ (17,155) | |
Carrying Value | 16,824 | 37,702 | |
Gross Carrying Amount | 31,487 | 54,857 | |
American Integration Technologies LLC [Member] | Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 19,000 | 19,000 | |
Accumulated Amortization | (13,011) | (14,154) | |
Carrying Value | $ 5,989 | 4,846 | |
Useful Life (in years) | 7 years | ||
American Integration Technologies LLC [Member] | Trade name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,900 | 1,900 | |
Accumulated Amortization | (1,081) | (1,229) | |
Carrying Value | $ 819 | 671 | |
Useful Life (in years) | 6 years | ||
American Integration Technologies LLC [Member] | Intellectual Properties/Know-How [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,600 | 1,600 | |
Accumulated Amortization | (571) | (686) | |
Carrying Value | $ 1,029 | 914 | |
Useful Life (in years) | 7 years | ||
Marchi Thermal Systems Inc [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 23,370 | ||
Marchi Thermal Systems Inc [Member] | Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 9,900 | 9,900 | |
Accumulated Amortization | (412) | ||
Carrying Value | 9,488 | ||
Useful Life (in years) | 10 years | 10 years | |
Marchi Thermal Systems Inc [Member] | Trade name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,170 | 1,170 | |
Accumulated Amortization | (99) | ||
Carrying Value | 1,071 | ||
Useful Life (in years) | 6 years | 6 years | |
Marchi Thermal Systems Inc [Member] | Intellectual Properties/Know-How [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 12,300 | 12,300 | |
Accumulated Amortization | (575) | ||
Carrying Value | 11,725 | ||
Marchi Thermal Systems Inc [Member] | Intellectual Properties/Know-How [Member] | Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 8 years | 8 years | |
Marchi Thermal Systems Inc [Member] | Intellectual Properties/Know-How [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Useful Life (in years) | 12 years | 12 years | |
UCT [Member] | Trade name [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 8,987 | 8,987 | |
Carrying Value | $ 8,987 | $ 8,987 |
Goodwill and Purchased Intang42
Goodwill and Purchased Intangible Assets - Details of Purchased Intangible Assets (Parenthetical) (Detail) $ in Millions | 6 Months Ended |
Jun. 26, 2015USD ($) | |
UCT Trade name [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Value of UCT tradename | $ 9 |
Trade name [Member] | American Integration Technologies LLC [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Value of AIT tradename | $ 3.1 |
Goodwill and Purchased Intang43
Goodwill and Purchased Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of finite lived intangibles | $ 1,400 | $ 1,200 | $ 2,492 | $ 2,442 |
American Integration Technologies LLC [Member] | Customer relationships [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 6 years | |||
American Integration Technologies LLC [Member] | Customer relationships [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 7 years | |||
American Integration Technologies LLC [Member] | Trade name [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 6 years | |||
American Integration Technologies LLC [Member] | Trade name [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 7 years | |||
Marchi Thermal Systems Inc [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of finite lived intangibles | $ 700 | $ 1,100 | ||
Marchi Thermal Systems Inc [Member] | Customer relationships [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 7 years | |||
Marchi Thermal Systems Inc [Member] | Customer relationships [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 12 years | |||
Marchi Thermal Systems Inc [Member] | Trade name [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 6 years | |||
Marchi Thermal Systems Inc [Member] | Trade name [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 7 years | |||
Marchi Thermal Systems Inc [Member] | Intellectual Properties/Know-How [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 7 years | |||
Marchi Thermal Systems Inc [Member] | Intellectual Properties/Know-How [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated economic lives for intangible assets | 12 years |
Goodwill and Purchased Intang44
Goodwill and Purchased Intangible Assets - Future Estimated Amortization Expense (Detail) $ in Thousands | Jun. 26, 2015USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2015 (remaining in year) | $ 2,710 |
2,016 | 4,888 |
2,017 | 3,969 |
2,018 | 3,409 |
2,019 | 3,037 |
Thereafter | 10,702 |
Carrying amount | $ 28,715 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Detail) - USD ($) | Jun. 26, 2015 | Feb. 04, 2015 | Jan. 31, 2015 | Jun. 26, 2015 | Mar. 27, 2015 | Feb. 05, 2015 | Feb. 02, 2015 | Dec. 26, 2014 |
Debt Instrument [Line Items] | ||||||||
Unamortized debt issuance costs | $ 500,000 | $ 500,000 | $ 700,000 | |||||
Outstanding amount of borrowing classified as long-term debt | $ 74,400,000 | $ 74,400,000 | ||||||
Base rate loans, carrying interest | 3.25% | 3.25% | ||||||
Amortization of debt discount | $ 600,000 | |||||||
Percentage of excess cash flow used for annual debt payment condition one | 33.00% | |||||||
New term loan principal amount outstanding condition one | $ 20,000,000 | $ 20,000,000 | ||||||
Percentage of excess cash flow used for annual debt payment condition two | 25.00% | |||||||
Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Fixed charge coverage ratio for the next fiscal year | 125.00% | |||||||
New term loan principal amount outstanding condition two | 10,000,000 | $ 10,000,000 | ||||||
Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Consolidated leverage ratio for first quarter of next fiscal year | 350.00% | |||||||
New term loan principal amount outstanding condition two | $ 20,000,000 | $ 20,000,000 | ||||||
Marchi Thermal Systems Inc [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding amount of borrowing under credit facility | $ 29,700,000 | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding amount of borrowing classified as long-term debt | $ 31,300,000 | |||||||
Revolving Credit Facility [Member] | Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date of debt | Jul. 3, 2016 | |||||||
Base rate interest | 3.75% | |||||||
Term Loan Credit Facility [Member] | Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date of debt | Jul. 3, 2016 | |||||||
New Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Base rate interest | 3.00% | |||||||
Credit agreement amendment date | Apr. 3, 2015 | |||||||
Outstanding amount of borrowing under credit facility | $ 6,500,000 | |||||||
New line of credit facility maturity period | 4 years | |||||||
Outstanding amounts | $ 36,200,000 | $ 36,200,000 | ||||||
New Revolving Credit Facility [Member] | Marchi Thermal Systems Inc [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding amount of borrowing under credit facility | 29,700,000 | |||||||
New Term Loan Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date of debt | Feb. 2, 2019 | |||||||
Base rate interest | 2.69% | |||||||
Outstanding amount of borrowing under credit facility | $ 40,000,000 | |||||||
Outstanding amounts | $ 38,700,000 | $ 38,700,000 | ||||||
New Term Loan Credit Facility [Member] | Four Installments [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
New term loan repaid | 1,250,000 | |||||||
New Term Loan Credit Facility [Member] | Remaining Twelve Installments [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
New term loan repaid | $ 2,900,000 | |||||||
Loan And Security Agreement [Member] | Revolving Credit Facility [Member] | Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under credit facility | $ 40,000,000 | |||||||
Loan And Security Agreement [Member] | Term Loan Credit Facility [Member] | Silicon Valley Bank [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under credit facility | $ 40,000,000 | |||||||
Credit Agreement [Member] | New Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under credit facility | 40,000,000 | |||||||
Credit Agreement [Member] | New Term Loan Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under credit facility | 40,000,000 | |||||||
Credit Agreement [Member] | Letter of Credit [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under credit facility | 20,000,000 | |||||||
Credit Agreement [Member] | Swing Line Sub-Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Borrowing capacity under credit facility | $ 5,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | Dec. 26, 2014 | Dec. 27, 2013 | |
Income Taxes [Line Items] | ||||||
Income tax provision | $ 862,000 | $ 1,575,000 | $ 1,381,000 | $ 3,051,000 | ||
Effective tax rate | 28.10% | 20.70% | 29.00% | 18.90% | ||
Undistributed earnings of foreign subsidiaries | $ 67,100,000 | $ 67,100,000 | ||||
Gross liability for unrecognized tax benefits | 325,000 | $ 306,000 | $ 325,000 | $ 306,000 | $ 356,000 | $ 165,000 |
Income tax holiday, description | The Company is currently enjoying a zero rate tax holiday related to its Singapore subsidiary that will expire for tax years beginning January 2016. | |||||
Income tax holiday, amount | $ 0 | |||||
Singapore [Member] | ||||||
Income Taxes [Line Items] | ||||||
Net profit | $ 2,400,000 | $ 4,500,000 |
Income Taxes - Activity Related
Income Taxes - Activity Related to Company's Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 26, 2015 | Jun. 27, 2014 | |
Income Tax Disclosure [Abstract] | ||
Balance as of the beginning of period | $ 356 | $ 165 |
Increase (decrease) related to current year tax positions | (31) | 141 |
Balance as of the end of period | $ 325 | $ 306 |
Net Income Per Share - Basic an
Net Income Per Share - Basic and Diluted Net Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Numerator: | ||||
Net income | $ 2,207 | $ 6,032 | $ 3,380 | $ 13,088 |
Shares used in computation - basic: | ||||
Weighted average common shares outstanding | 31,615 | 29,438 | 31,042 | 29,157 |
Shares used in computation - diluted: | ||||
Weighted average common shares outstanding | 31,615 | 29,438 | 31,042 | 29,157 |
Dilutive effect of common shares outstanding subject to repurchase | 111 | 206 | 232 | 288 |
Dilutive effect of options outstanding | 51 | 238 | 84 | 460 |
Weighted average shares used in computing diluted net income per share | 31,777 | 29,882 | 31,358 | 29,905 |
Net income per share - basic | $ 0.07 | $ 0.20 | $ 0.11 | $ 0.45 |
Net income per share - diluted | $ 0.07 | $ 0.20 | $ 0.11 | $ 0.44 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 391,676 | 261,479 | 387,437 | 274,858 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Jun. 26, 2015 - USD ($) $ in Millions | Total |
Long-term Purchase Commitment [Line Items] | |
Operating lease expiration period | Various dates through 2022 |
Inventory [Member] | |
Long-term Purchase Commitment [Line Items] | |
Purchase commitments | $ 45.4 |
Commitments and Contingencies51
Commitments and Contingencies - Summary of Future Minimum Payments under Operating Leases (Detail) $ in Thousands | Jun. 26, 2015USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2015 (remaining in year) | $ 3,095 |
2,016 | 5,337 |
2,017 | 4,712 |
2,018 | 3,573 |
2,019 | 2,737 |
Thereafter | 7,770 |
Total minimum lease payments | $ 27,224 |
Segment and Geographic Inform52
Segment and Geographic Information - Additional Information (Detail) $ in Millions | 6 Months Ended | |
Jun. 26, 2015USD ($)Segment | Jun. 27, 2014USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | Segment | 1 | |
Other Asia [Member] | ||
Segment Reporting Information [Line Items] | ||
Net long-lived assets | $ 8.5 | $ 4 |
Segment and Geographic Inform53
Segment and Geographic Information - Revenue by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 26, 2015 | Jun. 27, 2014 | Jun. 26, 2015 | Jun. 27, 2014 | |
Segment Reporting Information [Line Items] | ||||
Sales | $ 117,549 | $ 132,677 | $ 242,867 | $ 276,901 |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 79,961 | 94,221 | 169,430 | 200,026 |
China [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 5,288 | 18,885 | 17,250 | 36,426 |
Singapore [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales | 29,170 | 13,046 | 47,402 | 30,666 |
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales | $ 3,130 | $ 6,525 | $ 8,785 | $ 9,783 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Jul. 31, 2015 - Subsequent Event [Member] - Miconex [Member] - USD ($) | Total |
Subsequent Event [Line Items] | |
Cash paid for acquisition | $ 15,000,000 |
Business acquisition, potential cash payments period | 2 years |
Total purchase price | $ 22,800,000 |
Acquisition costs | 400,000 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Business acquisition, potential cash earn-out payments | $ 4,000,000 |
Common Stock [Member] | |
Subsequent Event [Line Items] | |
Shares of newly issued common stock | 500,000 |