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 to provide 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), Marchi and Miconex. The Company’s international sales represented 35.6% and 30.7% of total sales for the three months ended September 25, 2015 and September 26, 2014, respectively, and 33.3% and 29.5% of total sales for the nine months ended September 25, 2015 and September 26, 2014, respectively. See Note 10 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 and Remeasurement Use of Accounting Estimates Certain Significant Risks and Uncertainties Concentration of Credit Risk Significant sales to customers Three months ended Nine months ended September 25, September 26, September 25, September 26, Lam Research Corporation 49.4 % 39.3 % 50.4 % 36.0 % Applied Materials, Inc. 26.4 20.9 27.1 22.0 ASM International * 13.9 * 17.0 Total 75.8 % 74.1 % 77.5 % 75.0 % * 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 September 25, 2015 and December 26, 2014 and in the aggregate represented approximately 79.9% and 73.7% of accounts receivable, respectively. Fair Value of Measurements — Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. Level 3 — Unobservable inputs that are supported by little or no market activities. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Derivative Financial Instruments 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 — Nine months ended September 25, 2015 September 26, 2014 Beginning balance $ 109 $ 101 Change in reserve 300 97 Warranty costs incurred in the current period (225 ) (85 ) Ending balance $ 184 $ 113 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 September 25, 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 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, directors 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 on a straightline basis over the awards’ vesting period, typically four years for stock options, three years for RSUs and one year for RSAs, and is 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 nine months ended September 25, 2015: Shares Weighted Weighted Aggregate Outstanding at December 26, 2014 853,551 $ 8.87 1.35 $ 1,798 Granted — — Exercised (339,303 ) $ 6.48 Canceled (197,600 ) $ 11.18 Outstanding at September 25, 2015 316,648 $ 10.01 2.31 $ 234,133 Options exercisable at September 25, 2015 316,648 $ 10.01 2.31 $ 234,133 There were no options granted by the Company during either of the nine month periods ended September 25, 2015 and September 26, 2014. As of September 25, 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. The Company granted 103,500 RSU’s with a weighted average fair value of $6.71 per share during the quarter ended September 25, 2015. During the nine months ended September 25, 2015, 39,938 vested shares were withheld to satisfy withholding tax obligations, resulting in the net issuance of 337,443 shares. As of September 25, 2015, approximately $ 6.8 million of stock-based compensation cost, net of estimated forfeitures, related to RSU’s remains to be amortized over a weighted average period of 2.1 years. As of September 25, 2015, a total of 1,277,741 RSU’s remain outstanding with an aggregate fair value of $6.8 million and a weighted average remaining contractual term of 1.3 years. Restricted Stock Awards The following table summarizes the Company’s RSU and RSA activity for the nine months September 25, 2015: Shares Aggregate Unvested restricted stock units and restricted stock awards at December 26, 2014 1,078,279 $ 9,673 Granted 840,500 Vested (424,381 ) Forfeited (216,657 ) Unvested restricted stock units and restricted stock awards at September 25, 2015 1,277,741 $ 6,800 Vested and expected to vest restricted stock units and restricted stock awards at September 25, 2015 1,076,186 $ 5,686 The following table shows the Company’s stock-based compensation expense included in the condensed consolidated statements of operations (in thousands): Three months ended Nine months ended September 25, 2015 September 26, 2014 September 25, 2015 September 26, 2014 Cost of sales (1) $ 304 $ 267 $ 908 $ 862 Research and development 658 100 1,247 245 Sales and marketing 49 119 150 334 General and administrative 103 671 302 1728 1,114 1,157 2,607 3,169 Income tax benefit (310 ) (226 ) (746 ) (1,056 ) Net stock-based compensation expense $ 804 $ 931 $ 1,861 $ 2,113 (1) Stock-based compensation expenses capitalized in inventory for the three and nine month periods ended September 25, 2015 and September 26, 2014 were considered immaterial. Recent Accounting Pronouncements In September 2015, the Financial Accounting Standards Board (FASB) issued updated guidance on the accounting for purchase accounting adjustments determined during the measurement period (i.e. up to one year after the acquisition). The new guidance requires an acquirer to recognize such adjustments in the reporting period in which the adjustment amounts are determined. Previously, such adjustments were required to be recorded on a retrospective basis. The Company has elected to early adopt this guidance beginning in the third quarter 2015 on a prospective basis. The adoption of this guidance did not have a significant impact on the condensed consolidated financial statements. In July 2015, the FASB issued authoritative guidance that requires inventory to be measured at the lower of cost and net realizable value instead of at lower of cost or market. This guidance does not apply to inventory that is measured using last-in, first out (LIFO) or the retail inventory method but applies to all other inventory including those measured using first-in, first-out (FIFO) or the average cost method. The authoritative guidance will be effective for the Company in the first quarter of fiscal 2018 and should be applied prospectively. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the effect of this new guidance on the Company’s consolidated financial statements. 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. |