Cover
Cover - shares | 3 Months Ended | |
Mar. 29, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 29, 2024 | |
Document Transition Report | false | |
Entity File Number | 000-50646 | |
Entity Registrant Name | Ultra Clean Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 61-1430858 | |
Entity Address, Address Line One | 26462 Corporate Avenue | |
Entity Address, City or Town | Hayward | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94545 | |
City Area Code | 510 | |
Local Phone Number | 576-4400 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | UCTT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,905,933 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001275014 | |
Current Fiscal Year End Date | --12-27 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 29, 2024 | Dec. 29, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 293 | $ 307 |
Accounts receivable, net of allowance for credit losses of $1.8 and $1.0 at March 29, 2024 and December 29, 2023, respectively | 194.5 | 180.8 |
Inventories | 388.1 | 374.5 |
Prepaid expenses and other current assets | 33.1 | 30.9 |
Total current assets | 908.7 | 893.2 |
Property, plant and equipment, net | 329.2 | 328.3 |
Goodwill | 265.2 | 265.2 |
Intangible assets, net | 207.6 | 215.3 |
Deferred tax assets, net | 3.3 | 3.1 |
Operating lease right-of-use assets | 163.4 | 151.7 |
Other non-current assets | 10.2 | 10.9 |
Total assets | 1,887.6 | 1,867.7 |
Current liabilities: | ||
Bank borrowings | 17 | 17.6 |
Accounts payable | 215.7 | 192.9 |
Accrued compensation and related benefits | 37.1 | 47.7 |
Operating lease liabilities | 18.3 | 18.1 |
Other current liabilities | 41.3 | 33.7 |
Total current liabilities | 329.4 | 310 |
Bank borrowings, net of current portion | 458.2 | 461.2 |
Deferred tax liabilities | 18.9 | 19 |
Operating lease liabilities | 153.4 | 143 |
Other liabilities | 38.6 | 37.3 |
Total liabilities | 998.5 | 970.5 |
Commitments and contingencies (See Note 9) | ||
UCT stockholders’ equity: | ||
Preferred stock — $0.001 par value, 10.0 shares authorized; none outstanding | 0 | 0 |
Common stock — $0.001 par value, 90.0 shares authorized; 46.1 and 46.1 shares issued and 44.6 and 44.6 shares outstanding at March 29, 2024 and December 29, 2023, respectively | 0.1 | 0.1 |
Additional paid-in capital | 545 | 541.5 |
Common shares held in treasury, at cost, 1.5 and 1.5 shares at March 29, 2024 and December 29, 2023, respectively | (45) | (45) |
Retained earnings | 337.3 | 346.7 |
Accumulated other comprehensive loss | (6.5) | (4.4) |
Total UCT stockholders' equity | 830.9 | 838.9 |
Noncontrolling interests | 58.2 | 58.3 |
Total equity | 889.1 | 897.2 |
Total liabilities and equity | $ 1,887.6 | $ 1,867.7 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Millions, $ in Millions | Mar. 29, 2024 | Dec. 29, 2023 |
Statement of Financial Position [Abstract] | ||
Account receivable, allowance for credit losses | $ 1.8 | $ 1 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10 | 10 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 90 | 90 |
Common stock, shares issued (in shares) | 46.1 | 46.1 |
Common stock, shares outstanding (in shares) | 44.6 | 44.6 |
Common shares held in treasury (in shares) | 1.5 | 1.5 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Revenues: | ||
Total revenues | $ 477.7 | $ 433.3 |
Cost of revenues: | ||
Total cost revenues | 395.1 | 360.3 |
Gross margin | 82.6 | 73 |
Operating expenses: | ||
Research and development | 7 | 7.1 |
Sales and marketing | 13.7 | 13.1 |
General and administrative | 44.6 | 40.4 |
Total operating expenses | 65.3 | 60.6 |
Income from operations | 17.3 | 12.4 |
Interest income | 1.4 | 0.5 |
Interest expense | (12.2) | (11.8) |
Other income (expense), net | (3.8) | 2.8 |
Income before provision for income taxes | 2.7 | 3.9 |
Provision for income taxes | 9.9 | 3.5 |
Net income (loss) | (7.2) | 0.4 |
Less: Net income attributable to noncontrolling interests | 2.2 | 3.8 |
Net loss attributable to UCT | $ (9.4) | $ (3.4) |
Net loss per share attributable to UCT common stockholders: | ||
Basic (in dollars per share) | $ (0.21) | $ (0.08) |
Diluted (in dollars per share) | $ (0.21) | $ (0.08) |
Shares used in computing net loss per share: | ||
Basic (in shares) | 44.6 | 44.8 |
Diluted (in shares) | 44.6 | 44.8 |
Product | ||
Revenues: | ||
Total revenues | $ 418.5 | $ 368.6 |
Cost of revenues: | ||
Total cost revenues | 354 | 315.1 |
Services | ||
Revenues: | ||
Total revenues | 59.2 | 64.7 |
Cost of revenues: | ||
Total cost revenues | $ 41.1 | $ 45.2 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (7.2) | $ 0.4 |
Other comprehensive income (loss): | ||
Change in cumulative translation adjustment, net of tax | (4.4) | (2.1) |
Change in pension net actuarial gain, net of tax | 0 | 0.2 |
Change in fair value of derivatives, net of tax | 0 | 0.2 |
Other comprehensive loss | (4.4) | (1.7) |
Comprehensive loss | (11.6) | (1.3) |
Comprehensive income (loss), attributable to noncontrolling interests | (0.1) | 5.2 |
Comprehensive loss attributable to UCT | $ (11.5) | $ (6.5) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (7.2) | $ 0.4 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 11.5 | 8.9 |
Amortization of intangible assets | 7.7 | 5.8 |
Stock-based compensation | 3.5 | 3.7 |
Amortization of debt issuance costs | 1 | 1 |
Deferred income taxes | (0.7) | (0.6) |
Change in the fair value of financial instruments | 1.8 | 0.2 |
Changes in assets and liabilities: | ||
Accounts receivable | (13.7) | 63.4 |
Inventories | (13.6) | 10.9 |
Prepaid expenses and other current assets | (0.8) | 6.3 |
Other non-current assets | 0.7 | (1.7) |
Accounts payable | 25.1 | (50.5) |
Accrued compensation and related benefits | (10.6) | (14.7) |
Income taxes payable | 2.1 | (1.6) |
Operating lease assets and liabilities | (1.1) | (0.3) |
Other liabilities | 4.1 | (3.2) |
Net cash provided by operating activities | 9.8 | 28 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (18) | (27.3) |
Proceeds from sale of equipment | 0.1 | 0 |
Net cash used in investing activities | (17.9) | (27.3) |
Cash flows from financing activities: | ||
Principal payments on bank borrowings | (4.5) | (22) |
Repurchase of shares | 0 | (14.2) |
Net cash used in financing activities | (4.5) | (36.2) |
Effect of exchange rate changes on cash and cash equivalents | (1.4) | (1.2) |
Net decrease in cash and cash equivalents | (14) | (36.7) |
Cash and cash equivalents at beginning of period | 307 | 358.8 |
Cash and cash equivalents at end of period | 293 | 322.1 |
Supplemental cash flow information: | ||
Income taxes paid, net of income tax refunds | 8.1 | 5.6 |
Interest paid | 11.2 | 7.4 |
Non-cash investing and financing activities: | ||
Property, plant and equipment purchased included in accounts payable and other liabilities | $ 7.3 | $ 9.5 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | Total Stockholders’ Equity of UCT | Common Stock | Additional Paid-in Capital | Treasury shares | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning balance at Dec. 30, 2022 | $ 937 | $ 887.9 | $ 0.1 | $ 530.8 | $ (15.4) | $ 377.8 | $ (5.4) | $ 49.1 |
Common stock, shares, beginning balance (in shares) at Dec. 30, 2022 | 45,200,000 | |||||||
Treasury stock, shares, beginning balance (in shares) at Dec. 30, 2022 | 900,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance under employee stock plans (in shares) | 100,000 | |||||||
Issuance under employee stock plans | (0.2) | (0.2) | (0.2) | |||||
Repurchase of shares (in shares) | 500,000 | 500,000 | ||||||
Repurchase shares | (14.2) | (14.2) | $ (14.2) | |||||
Stock-based compensation expense | 3.7 | 3.7 | 3.7 | |||||
Net income (loss) | 0.4 | (3.4) | (3.4) | 3.8 | ||||
Other comprehensive loss | (1.7) | (3.1) | (3.1) | 1.4 | ||||
Ending balance at Mar. 31, 2023 | 925 | 870.7 | $ 0.1 | 534.3 | $ (29.6) | 374.4 | (8.5) | 54.3 |
Treasury stock, shares, ending balance (in shares) at Mar. 31, 2023 | 1,400,000 | |||||||
Common stock, shares, ending balance (in shares) at Mar. 31, 2023 | 44,800,000 | |||||||
Beginning balance at Dec. 29, 2023 | $ 897.2 | 838.9 | $ 0.1 | 541.5 | $ (45) | 346.7 | (4.4) | 58.3 |
Common stock, shares, beginning balance (in shares) at Dec. 29, 2023 | 44,600,000 | 44,600,000 | ||||||
Treasury stock, shares, beginning balance (in shares) at Dec. 29, 2023 | 1,500,000 | 1,500,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Repurchase of shares (in shares) | 0 | |||||||
Stock-based compensation expense | $ 3.5 | 3.5 | 3.5 | |||||
Net income (loss) | (7.2) | (9.4) | (9.4) | 2.2 | ||||
Other comprehensive loss | (4.4) | (2.1) | (2.1) | (2.3) | ||||
Ending balance at Mar. 29, 2024 | $ 889.1 | $ 830.9 | $ 0.1 | $ 545 | $ (45) | $ 337.3 | $ (6.5) | $ 58.2 |
Treasury stock, shares, ending balance (in shares) at Mar. 29, 2024 | 1,500,000 | 1,500,000 | ||||||
Common stock, shares, ending balance (in shares) at Mar. 29, 2024 | 44,600,000 | 44,600,000 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 3 Months Ended |
Mar. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization — Ultra Clean Holdings, Inc., (the “Company” or “UCT”) a Delaware corporation, was founded in November 2002 and became a publicly traded company on the NASDAQ Global Market in March 2004. The Company is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and part and component manufacturing, as well as tool chamber parts cleaning and coating, and micro-contamination analytical services. The Company’s Products business primarily designs, engineers and manufactures production tools, components and parts, and modules and subsystems for the semiconductor and display capital equipment markets. Products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics, process modules, sub-fab process equipment support racks, as well as other high-level assemblies. The Company’s Services business provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment markets. Basis of Presentation — The unaudited Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q include the accounts of the Company and its majority-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). This financial information reflects all adjustments which are, in the opinion of the Company, normal, recurring and necessary for the fair financial statement presentation for the dates and periods presented. Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with GAAP, have been condensed or omitted from the interim financial statements in this Quarterly Report on Form 10-Q. Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 29, 2023. Fiscal Year — The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years. Principles of Consolidation — The Company’s Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries and all intercompany accounts and transactions have been eliminated upon consolidation. Significant Accounting Policies — There were no changes to the accounting policies disclosed in Note 1, Organization and Significant Accounting Polices of the Company’s Annual Report on Form 10-K for the year ended December 29, 2023 that had a material impact on the Company's condensed consolidated financial statements and related notes. Accounting Standards Recently Adopted The Company did not adopt any new accounting standards during the first quarter of fiscal year 2024 that had a significant impact on the Company’s condensed consolidated financial statements. Accounting Standards Not Yet Adopted In November 2023, FASB issued Accounting Standard Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The Company is required to adopt this standard in the fiscal year 2024 for the annual reporting ending December 27, 2024, with retrospective disclosure of prior periods presented. The Company expects this ASU to only impact its disclosures with no impact to its results of operations, cash flows and financial condition. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. ASU No. 2023-09 is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company is required to adopt this standard prospectively in fiscal year 2025 for the annual reporting period ending December 26, 2025. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 29, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS On October 25, 2023, the Company acquired 100% of the shares of HIS Innovations Group (“HIS”), a privately held company based in Hillsboro, Oregon. HIS is a leading supplier to the semiconductor sub-fab segment including the design, manufacturing, and integration of components, process solutions, and fully integrated sub-systems. The acquisition strengthens the Company's leadership in developing and supplying critical products to the semiconductor industry, and extends our reach into the sub-fab area. The purchase price of HIS for purposes of the Company’s preliminary purchase price allocation was determined to be $73.6 million, which includes initial cash consideration of $46.5 million and the fair value of potential earn-out payments of approximately $27.1 million. These potential earn-out payments represent up to $70.0 million of cash consideration that may be payable based on the financial performance of the acquired business during the fiscal years 2023, 2024, and 2025. The fair value of the potential earn-out payments was determined utilizing a Monte Carlo simulation model. The Company has assigned the purchase price of HIS to the tangible assets, liabilities and identifiable intangible assets acquired, based on their estimated fair values. The excess of purchase price over the aggregate fair value was recorded as goodwill. Goodwill associated with the acquisition is primarily attributable to the future technology, market presence and knowledgeable and experienced workforce. The fair value assigned to identifiable intangible assets acquired was determined using the income approach taking into account the Company’s consideration of a number of inputs, including a third-party analysis that was based upon estimates and assumptions provided by the Company. These estimates and assumptions were determined through established and generally accepted valuation techniques and with the assistance of a valuation specialist. The assigned purchase price is preliminary pending the completion of various analyses and the finalization of estimates. The primary areas of the purchase price that are not yet finalized relate to the measurement of working capital, acquired income tax related balances, and residual goodwill. During the measurement period, which can be no more than one year from the date of acquisition, we expect to continue to obtain information to assist us in determining the final fair value of the net assets acquired at the acquisition date. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Thus, the provisional measurements of fair value discussed above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired, liabilities assumed, and the resulting amount of goodwill. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition: (In millions) Amount Cash and cash equivalents $ 0.4 Accounts receivable 5.6 Inventories 11.4 Prepaid expenses and other assets 2.7 Property, plant and equipment 9.3 Purchased intangible assets 51.6 Operating lease right-of-use assets 7.5 Accounts payable (8.1) Accrued compensation and related benefits (0.7) Other current liabilities (0.9) Deferred tax liabilities (12.0) Operating lease liabilities (9.6) Total identifiable net assets $ 57.2 Goodwill $ 16.4 The following table summarizes the intangible assets acquired and the useful lives of these assets: Purchased Useful Intangible (In years) (In millions) Customer relationships 7 $ 35.2 IP knowhow 5 11.2 Developed technology 5 4.6 Backlog 1 0.6 Total purchased intangible assets $ 51.6 The results of operations for HIS have been included in the Company's condensed consolidated financial statements since the date of the acquisition. In addition, acquisition-related costs of $0.3 million were included in the results of operations for the three months ended March 29, 2024. Acquisition costs are included in general and administrative expenses in the Company’s condensed consolidated results of operations. |
Balance Sheet Information
Balance Sheet Information | 3 Months Ended |
Mar. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Information | BALANCE SHEET INFORMATION Inventories consisted of the following: (In millions) March 29, December 29, Raw materials $ 197.3 $ 197.9 Work in process 123.5 107.2 Finished goods 67.3 69.4 Total $ 388.1 $ 374.5 Property, plant and equipment, net, consisted of the following: (In millions) March 29, December 29, Land $ 8.0 $ 5.6 Buildings 54.6 57.1 Leasehold improvements 128.6 110.8 Machinery and equipment 210.7 207.4 Computer equipment and software 73.1 72.2 Furniture and fixtures 3.8 5.0 478.8 458.1 Accumulated depreciation (181.8) (170.3) Construction in progress 32.2 40.5 Total $ 329.2 $ 328.3 |
Fair Value
Fair Value | 3 Months Ended |
Mar. 29, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value | FAIR VALUE The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: Fair Value Measurement at Description March 29, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In millions) Other non-current assets: Plan assets $ 1.0 $ — $ — $ 1.0 Other current liabilities: Forward contracts $ 0.6 $ — $ 0.6 $ — Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 Contingent earn-out $ 30.4 $ — $ — $ 30.4 Fair Value Measurement at Description December 29, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In millions) Other non-current assets: Plan assets $ 1.3 $ — $ — $ 1.3 Other current liabilities: Forward contracts $ 0.1 $ — $ 0.1 $ — Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 Contingent earn-out $ 29.1 $ — $ — $ 29.1 The estimated fair value of foreign currency forward contracts is based upon quoted market prices obtained from independent pricing services for similar derivative contracts and these financial instruments are characterized as Level 2 assets in the fair value hierarchy. The estimated fair value of pension obligation is based on expected years of service and average compensation. The valuation model used to value pension obligation utilizes mortality rate, inflation, interest rate risks and changes in the life expectancy for pensioners. These assumptions are routinely made in the appraisal process by the independent actuary resulting in a Level 3 classification. As of March 29, 2024, the Company's aggregate pension benefit obligations was $12.0 million and the fair value of the pension plan assets was $11.4 million. The underfunded pension benefit obligations was $0.6 million as of March 29, 2024. The Company recognizes the overfunded or underfunded status of defined benefit pension plans, measured as the difference between the fair value of the plan assets and the benefit obligation. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The Company measures its contingent earn-out liabilities at fair value on a recurring basis using a Monte Carlo simulation model. The significant unobservable inputs used in the model include the forecasted operating profit of the acquired business during each of calendar years 2024 and 2025. Significant increases or decreases to the forecasted results would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in the consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date will be reflected as cash used in operating activities in the consolidated statements of cash flows. For the three months ended March 29, 2024, the Company recorded $1.3 million of loss from change in the fair value of contingent earn-out related to the acquisition of HIS. This loss from change in the fair value was recognized as other income (expense), net in the Condensed Consolidated Statements of Operations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | GOODWILL AND INTANGIBLE ASSETS Goodwill The Company’s methodology for allocating the purchase price relating to an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the consideration transferred over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value. Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. During the three months ended March 29, 2024, there were no changes to the Company's reporting units, and the Company did not recognize any impairment charges or additions to goodwill. Details of aggregate goodwill of the Company are as follows: (In millions) Products Services Total Balance at March 29, 2024 $ 191.7 $ 73.5 $ 265.2 Intangible Assets Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable and evaluates indefinite-lived intangible asset for impairment annually, or more frequently if indicators of potential impairment exist. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure. Details of intangible assets were as follows: As of March 29, 2024 As of December 29, 2023 (Dollars in millions) Useful Life Gross Accumulated Carrying Gross Accumulated Carrying Customer relationships 6 - 10 $ 207.2 $ (102.5) $ 104.7 $ 207.2 $ (97.5) $ 109.7 Recipes 20 73.2 (20.4) 52.8 73.2 (19.5) 53.7 Intellectual property/know-how 7 - 15 48.9 (19.5) 29.4 48.9 (18.4) 30.5 Tradename 4 - 6* 32.5 (22.4) 10.1 32.5 (22.1) 10.4 Standard operating procedures 20 8.6 (2.4) 6.2 8.6 (2.3) 6.3 Developed technology 5 4.6 (0.4) 4.2 4.6 (0.2) 4.4 Backlog 1 0.6 (0.4) 0.2 0.6 (0.3) 0.3 Total $ 375.6 $ (168.0) $ 207.6 $ 375.6 $ (160.3) $ 215.3 * The Company concluded that the asset life of UCT tradename of $9.0 million is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company amortizes its intangible assets on a straight-line or accelerated basis over the estimated economic life of the assets. Amortization expense was approximately $7.7 million and $5.8 million for the three months ended March 29, 2024 and March 31, 2023, respectively. Amortization expense related to recipes, standard operating procedures, developed technology and certain intellectual property/know-how is charged to cost of revenues and the remainder is charged to general and administrative expense. As of March 29, 2024, future estimated amortization expense is expected to be as follows: (In millions) Amortization 2024 (remaining in year) $ 22.7 2025 28.1 2026 27.2 2027 26.9 2028 23.8 Thereafter 69.9 Total $ 198.6 |
Borrowing Arrangements
Borrowing Arrangements | 3 Months Ended |
Mar. 29, 2024 | |
Debt Disclosure [Abstract] | |
Borrowing Arrangements | BORROWING ARRANGEMENTS The Company's Term Loan with Barclays Bank has a maturity date of August 27, 2025. The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625% of the outstanding principal balance since March 31, 2021, with the remaining principal paid upon maturity. The revolving credit facility has an available commitment of $150.0 million and a maturity date of February 27, 2025. The Company pays a quarterly commitment fee in arrears equal to 0.25% of the average daily available commitment outstanding. Outstanding letters of credit reduce the availability of the revolving credit facility and, as of March 29, 2024, the Company had $146.1 million, net of $3.9 million of outstanding letters of credit, available under this revolving credit facility. The letter of credit facility has an available commitment of $50.0 million and a maturity date of February 27, 2025. The Company pays a quarterly fee in arrears equal to 2.5% (subject to certain adjustments to the Term Loan) of the dollar equivalent of all outstanding letters of credit, and a fronting fee equal to 0.125% of the undrawn and unexpired amount of each letter of credit. As of March 29, 2024, the Company had $3.9 million of outstanding letters of credit and $46.1 million of available commitments remaining under the letter of credit facility. On June 29, 2023, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement to replace the LIBOR-based reference interest rate option with a reference interest option based upon Term SOFR under the Credit Agreement. Under the Credit Facilities, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Eurodollar Rate” (as defined in the Credit Agreement), based on SOFR, plus the applicable margin. The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB- (with a stable outlook) or higher from S&P, (x) 3.50% for such Eurodollar term loans and (y) 2.50% for such ABR term loans or (ii) at all other times, (x) 3.75% for such Eurodollar term loans and (y) 2.75% for such ABR term loans. Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Eurodollar term loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. At March 29, 2024, the Company had an outstanding amount under the Term Loan of $475.4 million, gross of unamortized debt issuance costs of $5.5 million. As of March 29, 2024, the interest rate on the outstanding Term Loan was 9.2%. The Credit Agreement requires the Company to maintain certain financial covenants including a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter of at least 1.25 to 1.00, and a consolidated leverage ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter of no greater than 3.75 to 1.00. On July 27, 2023, the Company entered into a Fifth Amendment (“Amended Credit Agreement”) which modified certain covenants described in the Amended Credit Agreement. This modification is applicable only to the revolving credit facility portion of its credit facilities. The Company currently has no revolving loans outstanding under the Credit Agreement. As of March 29, 2024, the Company was in compliance with the financial covenants contained within the Amended Credit Agreement. The Company has a credit agreement with a local bank in the Czech Republic that provides for a revolving credit facility in the aggregate of up to 7.0 million euros (approximately $7.6 million). As of March 29, 2024, no debt was outstanding under this revolving credit facility. Fluid Solutions has credit facilities with various financial institutions in Israel that provides borrowing up to $11.0 million. As of March 29, 2024, Fluid Solutions had a $5.3 million outstanding balance under these facilities with average interest rate ranges from 7.6% to 7.8%. As of March 29, 2024, the Company’s total bank debt was $475.2 million, net of unamortized debt issuance costs of $5.5 million. As of March 29, 2024, the Company had $146.1 million, $5.7 million, and $7.6 million available to draw from its credit facilities in the U.S., Israel and Czech Republic, respectively. The fair value of the Company’s long-term debt was based on Level 2 inputs, and fair value was determined using quoted prices for similar liabilities in inactive markets. The Company’s carrying value approximates fair value for the Company’s long-term debt. |
Income Tax
Income Tax | 3 Months Ended |
Mar. 29, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Tax | INCOME TAX The Company's effective tax rate was 366.7% and 89.7% for the three months ended March 29, 2024 and March 31, 2023, respectively. The Company’s income tax provision was $9.9 million and $3.5 million for the three months ended March 29, 2024 and March 31, 2023, respectively. The change in respective tax rates reflects, primarily, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full federal and state valuation allowances. The increase also reflects the impact of the expiration of a reduced tax rate incentive on a portion of the Company's earnings in certain international subsidiaries and thus the Company is applying the local corporate statutory tax rate on those earnings. The Company is in the process of renewing the international tax incentive and when renewed will make an adjustment to its effective tax rate in that period. Company management continuously evaluates the need for a valuation allowance and, as of March 29, 2024, concluded that a full valuation allowance on its U.S. federal and state and certain of its foreign deferred tax assets was still appropriate. As of March 29, 2024 and March 31, 2023, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $2.9 million and $2.7 million, respectively. Increases or decreases to interest and penalties on uncertain tax positions are included in the income tax provision in the Condensed Consolidated Statements of Operations. Although it is possible that some of the unrecognized tax benefits could be settled within the next twelve months, the Company cannot reasonably estimate the outcome at this time. |
Retirement Plans
Retirement Plans | 3 Months Ended |
Mar. 29, 2024 | |
Retirement Benefits [Abstract] | |
Retirement Plans | RETIREMENT PLANS Defined Benefit Plans Cinos Korea has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement. The Company's entities in Israel do have noncontributory defined benefit pension plans covering their employees upon their retirement. The benefits for these plans are based on expected years of service and average compensation. The net period costs are recognized as employees render the services necessary to earn the postretirement benefits. The Company records annual amounts relating to the pension plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plans are reasonable based on its experience and market conditions. As of March 29, 2024, the benefit obligation of the plans was $12.0 million and the fair value of the benefit plan assets was $11.4 million which are invested in several fixed deposit accounts with financial institutions. As of March 29, 2024, the underfunded balance of the plans of $0.6 million has been recorded by the Company and is included in other liabilities. Amounts recognized in accumulated other comprehensive loss and contributed for the three months ended March 29, 2024 were negligible. During the three months ended March 31, 2023, the Company contributed $0.1 million and recognized $0.2 million in accumulated other comprehensive loss. As of March 29, 2024, the Company's future estimated payment obligations for the respective fiscal years are as follows: (In millions) 2024 $ 1.1 2025 1.6 2026 2.5 2027 1.4 2028 1.1 Thereafter 10.5 Total $ 18.2 Employee Savings and Retirement Plan The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all U.S. employees who meet certain eligibility requirements. Participants can elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25% of their salary to a maximum of the IRS limit. The Company matches 50.0% of each employee's contribution, up to a maximum of 6% of the employee's eligible earnings. The Company made $1.0 million and $0.9 million discretionary employer contributions to the 401(k) Plan for the three months ended March 29, 2024 and March 31, 2023, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 29, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Commitments The Company leases real estate and equipment under various non-cancelable operating leases. Contingencies From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims individually or in the aggregate cannot be predicted with certainty, the Company has not had a history of outcomes to date that have been material to the Condensed Consolidated Statements of Operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows. |
Stockholders' Equity and Noncon
Stockholders' Equity and Noncontrolling Interests | 3 Months Ended |
Mar. 29, 2024 | |
Noncontrolling Interest [Abstract] | |
Stockholders' Equity and Noncontrolling Interests | STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS Treasury Stock On October 20, 2022, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $150 million of the Company’s common stock over a three-year period. No shares were repurchased under this program for the three months ended March 29, 2024. The Company may reissue these treasury shares as part of its stock-based compensation programs. Non-controlling Interests The Company owns part of the outstanding shares of Cinos Korea, a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and through a partial interest in Cinos China. |
Employee Stock Plans
Employee Stock Plans | 3 Months Ended |
Mar. 29, 2024 | |
Postemployment Benefits [Abstract] | |
Employee Stock Plans | EMPLOYEE STOCK PLANS Employee Stock Plans The Company grants stock awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) to its employees as part of the Company’s long-term equity compensation plan. These stock awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years, subject to the employee’s continued service with the Company and, in the case of PSUs, subject to achieving certain performance goals and market conditions. The Company also grants common stock to its board members in the form of restricted stock awards (“RSAs”), which vest on the earlier of the next Annual Shareholder Meeting, or 365 days from date of grant. Stock-based compensation expense includes compensation costs related to estimated fair values of awards granted. The estimated fair value of the Company’s equity-based awards is amortized on a straight-line basis over the awards’ vesting period and is adjusted for performance as it relates to PSUs. The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations: Three Months Ended (In millions) March 29, March 31, Cost of revenues (1) $ 0.4 $ 0.3 Research and development 0.1 0.1 Sales and marketing 0.4 0.3 General and administrative 2.6 3.0 Total stock-based compensation $ 3.5 $ 3.7 (1) Stock-based compensation expense capitalized in inventory for the three months ended March 29, 2024 and March 31, 2023 were immaterial. For the three months ended March 29, 2024, 24,000 RSUs were granted with a weighted average fair value of $44.21 per share. No RSU's were granted for the three months ended March 31, 2023. No PSUs and RSA's were granted for the three months ended March 29, 2024 and March 31, 2023. The following table summarizes the Company’s combined RSU, PSU and RSA activity for the three months ended March 29, 2024: (In millions) Number of Aggregate Unvested restricted stock units and restricted stock awards at December 29, 2023 1.4 $ 46.1 Granted 0.0 Vested (0.1) Forfeited (0.1) Unvested restricted stock units and restricted stock awards at March 29, 2024 1.2 57.0 Vested and expected to vest restricted stock units and restricted stock awards 1.2 $ 56.0 As of March 29, 2024, approximately $19.1 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 1.7 years, and will be adjusted for subsequent changes in future grants. The total unamortized expense of the Company’s unvested RSAs as of March 29, 2024 was $0.1 million. Under the current PSU program, which was effective beginning fiscal 2021, performance goals are set at the time of grant and performance is reviewed at the end of a three-year period. The percentage to be applied to each participant’s target award ranges from zero to 200%, based upon the extent to which the financial performance goals are achieved. If specific performance threshold levels for the financial goals are met on an annual basis, the amount earned for that element will be applied to one-third of the participant’s PSU award granted to determine the number of total units earned. Recipients of PSU awards generally must remain employed by the Company on a continuous basis through the end of the three-year performance period in order to receive any amount of the PSUs covered by that award. In events such as death, disability or retirement, the recipient may be entitled to pro-rata amounts of PSUs as defined in the Plan. Target shares subject to PSU awards do not have voting rights of common stock until earned and issued following the end of the three-year performance period. Employee Stock Purchase Plan The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. The purchase price is 85% of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 29, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION Revenue is recognized when the Company satisfies the performance obligations as evidenced by the transfer of control of the promised goods or services to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company sells its products and services primarily to customers in the semiconductor capital equipment industry. The Company’s revenues are highly concentrated, and therefore highly dependent upon a small number of customers. Typical payment terms with our customers range from thirty The Company’s Products business segment provides warranty on its products for a period of up to two years and provides for warranty costs at the time of sale based on historical activity. Determination of the warranty reserve requires the Company to make estimates of product return rates and expected costs to repair or replace the products under warranty. If actual return rates and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize additional cost of revenues may be required in future periods. The warranty reserve is included in other current liabilities on the Condensed Consolidated Balance Sheets and is not considered significant. The Company’s products are manufactured and services provided at the Company's locations throughout the Americas, Asia Pacific and Europe and the Middle East (“EMEA”). Sales to customers are initiated through a purchase order and are governed by our standard terms and conditions, written agreements, or both. Revenue is recognized when performance obligations under the terms of an agreement with a customer are satisfied; generally, this occurs with the transfer of control of the products or when the Company provides the services. Based on the enforceable rights included in our agreements or prevailing terms and conditions, products produced by the Company without an alternative use are not protected by an enforceable right of payment that includes a reasonable profit throughout the duration of the agreement. Consignment sales are recognized in revenue at the earlier of the period that the goods are consumed or after a period of time subsequent to receipt by the customer as specified by terms of the agreement, provided control of the promised goods or services has transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value-add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Certain of our customers may receive cash-based incentives, such as rebates or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. Accruals for unpaid customer rebates of $1.0 million and $2.0 million as of March 29, 2024 and December 29, 2023, respectively, were netted against accounts receivable. The Company's disaggregated revenues are apportioned by segments within the Company’s Condensed Consolidated Statement of Operations. The Company’s principal markets include America, Asia Pacific and EMEA. The Company's foreign operations are conducted primarily through its subsidiaries in China, Malaysia, Singapore, Israel, Taiwan, South Korea, United Kingdom and the Czech Republic. Revenues by geographic area are categorized based on the customer’s location to which the products were shipped or services were performed. The following table sets forth revenue by geographic area: Three Months Ended (In millions) March 29, March 31, Singapore $ 157.3 $ 152.3 United States 141.0 133.8 China 54.9 23.1 Austria 37.5 30.5 South Korea 23.6 27.4 Taiwan 15.5 18.9 Malaysia 7.2 2.7 Israel 4.3 5.1 Others 36.4 39.5 Total $ 477.7 $ 433.3 The Company’s most significant customers (having individually accounted for 10% or more of revenues) and their related revenues as a percentage of total revenues were as follows: Three Months Ended March 29, March 31, Lam Research Corporation 31.4 % 36.7 % Applied Materials, Inc. 22.7 19.8 Total 54.1 % 56.5 % Three customers’ accounts receivable balances, Lam Research Corporation, ASML Holding NV and Advanced Micro-Fabrication Equipment Inc., were individually greater than 10% of accounts receivable as of March 29, 2024, in the aggregate approximately 33.4% of the Company's total accounts receivable. |
Leases
Leases | 3 Months Ended |
Mar. 29, 2024 | |
Leases [Abstract] | |
Leases | LEASES The Company leases offices, facilities and equipment in locations throughout the United States, Asia Pacific and EMEA. In the three month period ended March 29, 2024, the Company commenced a 10-year lease of manufacturing space in Austin, Texas, with a single 7-year renewal option at lease end. Additionally, the Company’s subsidiary in Czech Republic entered into 8-year lease of additional manufacturing and office space. As a result, $16.8 million additions were made to the operating lease right-of-use assets and to the operating lease liabilities in the Company’s Condensed Consolidated Balance Sheet. Except as described above, there have been no material changes to the Company's operating lease commitments during the three months ended March 29, 2024. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 29, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NET LOSS PER SHARE The following is a reconciliation of the numerators and denominators used in computing basic and diluted net loss per share: Three Months Ended (In millions, except share amounts) March 29, March 31, Numerator: Net loss attributable to UCT $ (9.4) $ (3.4) Denominator: Shares used in computation — basic: Weighted average common shares outstanding 44.6 44.8 Shares used in computation — diluted: Weighted average common shares outstanding 44.6 44.8 Effect of potential dilutive securities: Employee stock plans — — Shares used in computing diluted net loss per share 44.6 44.8 Net loss per share attributable to UCT — basic $ (0.21) $ (0.08) Net loss per share attributable to UCT — diluted $ (0.21) $ (0.08) |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 29, 2024 | |
Segment Reporting [Abstract] | |
Reportable Segments | REPORTABLE SEGMENTS The Company prepares financial results based on three operating segments (Products, Services, and HIS) and two reportable segments (Products and Services). The Products and HIS operating segments have been aggregated into the Products reportable segment based upon consistency of economic characteristics, nature of products, similarity of production process, and class of customers. The Company’s Chief Executive Officer (chief operating decision maker) views and evaluates operations based on the results of each of the reportable segments. The following table describes each segment: Segment Product or Services Primary Markets Served Geographic Areas Products Assembly Semiconductor Americas Asia Pacific EMEA Services Cleaning Semiconductor Americas Asia Pacific EMEA The Company uses segment profit or loss as the primary measure of profitability to evaluate operating performance and to allocate capital resources. Segment profit or loss is defined as a segment’s income or loss from continuing operations before other income and income taxes included in the accompanying Condensed Consolidated Statements of Operations. Any intercompany sales and associated profit (and any other intercompany items) are eliminated from segment results. There were no significant intercompany eliminations for the periods presented. Segment Data Three Months Ended (In millions) March 29, March 31, Revenues: Products $ 418.5 $ 368.6 Services 59.2 64.7 Total segment revenues $ 477.7 $ 433.3 Gross margin: Products $ 64.5 $ 53.5 Services 18.1 19.5 Total segment gross margin $ 82.6 $ 73.0 Income from operations: Products $ 14.7 $ 8.7 Services 2.6 3.7 Total segment income from operations $ 17.3 $ 12.4 (In millions) March 29, December 29, Assets Products $ 1,624.6 $ 1,617.5 Services 263.0 250.2 Total segment assets $ 1,887.6 $ 1,867.7 Long-lived assets comprised of operating lease right-of-use assets and property, plant and equipment, net, reported based on the location of the asset. The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $178.4 million, $85.9 million, $74.8 million, $50.8 million and $102.7 million, respectively as of March 29, 2024, and $165.4 million, $84.3 million, $74.3 million, $54.3 million and $101.7 million, respectively as of December 29, 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 29, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS On April 4, 2024, the Company entered into a Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement dated as of August 27, 2018 (as amended as of October 1, 2018, March 31, 2021, August 19, 2022, June 29, 2023 and July 27, 2023 (the “Existing Credit Agreement”), and the Existing Credit Agreement as further amended by the Sixth Amendment, the “Credit Agreement”). Pursuant to the Sixth Amendment, the Existing Credit Agreement was amended to, among other things, (i) extend the final maturity date of the term loan and revolving credit facilities under the Credit Agreement by 30 months; (ii) reduce the interest rate applicable to the term loan facility under the Credit Agreement by 0.25% per annum; and (iii) replace the outstanding amount under the Term Loan of $475.4 million to $500 million. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation |
Fiscal Year | Fiscal Year — The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years. |
Principles of Consolidation | Principles of Consolidation |
Accounting Standards Recently Adopted and Accounting Standards Not Yet Adopted | Accounting Standards Recently Adopted The Company did not adopt any new accounting standards during the first quarter of fiscal year 2024 that had a significant impact on the Company’s condensed consolidated financial statements. Accounting Standards Not Yet Adopted In November 2023, FASB issued Accounting Standard Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The Company is required to adopt this standard in the fiscal year 2024 for the annual reporting ending December 27, 2024, with retrospective disclosure of prior periods presented. The Company expects this ASU to only impact its disclosures with no impact to its results of operations, cash flows and financial condition. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes. ASU No. 2023-09 is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company is required to adopt this standard prospectively in fiscal year 2025 for the annual reporting period ending December 26, 2025. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Preliminary Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interest at Date of Acquisition | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition: (In millions) Amount Cash and cash equivalents $ 0.4 Accounts receivable 5.6 Inventories 11.4 Prepaid expenses and other assets 2.7 Property, plant and equipment 9.3 Purchased intangible assets 51.6 Operating lease right-of-use assets 7.5 Accounts payable (8.1) Accrued compensation and related benefits (0.7) Other current liabilities (0.9) Deferred tax liabilities (12.0) Operating lease liabilities (9.6) Total identifiable net assets $ 57.2 Goodwill $ 16.4 |
Summary of Purchased Intangible Assets | The following table summarizes the intangible assets acquired and the useful lives of these assets: Purchased Useful Intangible (In years) (In millions) Customer relationships 7 $ 35.2 IP knowhow 5 11.2 Developed technology 5 4.6 Backlog 1 0.6 Total purchased intangible assets $ 51.6 |
Balance Sheet Information (Tabl
Balance Sheet Information (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Inventories | Inventories consisted of the following: (In millions) March 29, December 29, Raw materials $ 197.3 $ 197.9 Work in process 123.5 107.2 Finished goods 67.3 69.4 Total $ 388.1 $ 374.5 |
Property, Plant and Equipment, Net | Property, plant and equipment, net, consisted of the following: (In millions) March 29, December 29, Land $ 8.0 $ 5.6 Buildings 54.6 57.1 Leasehold improvements 128.6 110.8 Machinery and equipment 210.7 207.4 Computer equipment and software 73.1 72.2 Furniture and fixtures 3.8 5.0 478.8 458.1 Accumulated depreciation (181.8) (170.3) Construction in progress 32.2 40.5 Total $ 329.2 $ 328.3 |
Fair Value (Tables)
Fair Value (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Fair Value Disclosures [Abstract] | |
Assets or Liabilities Measured at Fair Value | The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: Fair Value Measurement at Description March 29, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In millions) Other non-current assets: Plan assets $ 1.0 $ — $ — $ 1.0 Other current liabilities: Forward contracts $ 0.6 $ — $ 0.6 $ — Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 Contingent earn-out $ 30.4 $ — $ — $ 30.4 Fair Value Measurement at Description December 29, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In millions) Other non-current assets: Plan assets $ 1.3 $ — $ — $ 1.3 Other current liabilities: Forward contracts $ 0.1 $ — $ 0.1 $ — Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 Contingent earn-out $ 29.1 $ — $ — $ 29.1 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Details of Goodwill | Details of aggregate goodwill of the Company are as follows: (In millions) Products Services Total Balance at March 29, 2024 $ 191.7 $ 73.5 $ 265.2 |
Purchased Intangible Assets | Details of intangible assets were as follows: As of March 29, 2024 As of December 29, 2023 (Dollars in millions) Useful Life Gross Accumulated Carrying Gross Accumulated Carrying Customer relationships 6 - 10 $ 207.2 $ (102.5) $ 104.7 $ 207.2 $ (97.5) $ 109.7 Recipes 20 73.2 (20.4) 52.8 73.2 (19.5) 53.7 Intellectual property/know-how 7 - 15 48.9 (19.5) 29.4 48.9 (18.4) 30.5 Tradename 4 - 6* 32.5 (22.4) 10.1 32.5 (22.1) 10.4 Standard operating procedures 20 8.6 (2.4) 6.2 8.6 (2.3) 6.3 Developed technology 5 4.6 (0.4) 4.2 4.6 (0.2) 4.4 Backlog 1 0.6 (0.4) 0.2 0.6 (0.3) 0.3 Total $ 375.6 $ (168.0) $ 207.6 $ 375.6 $ (160.3) $ 215.3 * |
Future Estimated Amortization Expense | As of March 29, 2024, future estimated amortization expense is expected to be as follows: (In millions) Amortization 2024 (remaining in year) $ 22.7 2025 28.1 2026 27.2 2027 26.9 2028 23.8 Thereafter 69.9 Total $ 198.6 |
Retirement Plans (Table)
Retirement Plans (Table) | 3 Months Ended |
Mar. 29, 2024 | |
Retirement Benefits [Abstract] | |
Schedule of Future Payment Obligations | As of March 29, 2024, the Company's future estimated payment obligations for the respective fiscal years are as follows: (In millions) 2024 $ 1.1 2025 1.6 2026 2.5 2027 1.4 2028 1.1 Thereafter 10.5 Total $ 18.2 |
Employee Stock Plans (Tables)
Employee Stock Plans (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Postemployment Benefits [Abstract] | |
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: Three Months Ended (In millions) March 29, March 31, Cost of revenues (1) $ 0.4 $ 0.3 Research and development 0.1 0.1 Sales and marketing 0.4 0.3 General and administrative 2.6 3.0 Total stock-based compensation $ 3.5 $ 3.7 (1) |
Summary of Restricted Stock Unit, Performance Stock Units and Restricted Stock Award Activity | The following table summarizes the Company’s combined RSU, PSU and RSA activity for the three months ended March 29, 2024: (In millions) Number of Aggregate Unvested restricted stock units and restricted stock awards at December 29, 2023 1.4 $ 46.1 Granted 0.0 Vested (0.1) Forfeited (0.1) Unvested restricted stock units and restricted stock awards at March 29, 2024 1.2 57.0 Vested and expected to vest restricted stock units and restricted stock awards 1.2 $ 56.0 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue by Geographic Area | The following table sets forth revenue by geographic area: Three Months Ended (In millions) March 29, March 31, Singapore $ 157.3 $ 152.3 United States 141.0 133.8 China 54.9 23.1 Austria 37.5 30.5 South Korea 23.6 27.4 Taiwan 15.5 18.9 Malaysia 7.2 2.7 Israel 4.3 5.1 Others 36.4 39.5 Total $ 477.7 $ 433.3 |
Summary of the Most Significant Customers | The Company’s most significant customers (having individually accounted for 10% or more of revenues) and their related revenues as a percentage of total revenues were as follows: Three Months Ended March 29, March 31, Lam Research Corporation 31.4 % 36.7 % Applied Materials, Inc. 22.7 19.8 Total 54.1 % 56.5 % |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
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 loss per share: Three Months Ended (In millions, except share amounts) March 29, March 31, Numerator: Net loss attributable to UCT $ (9.4) $ (3.4) Denominator: Shares used in computation — basic: Weighted average common shares outstanding 44.6 44.8 Shares used in computation — diluted: Weighted average common shares outstanding 44.6 44.8 Effect of potential dilutive securities: Employee stock plans — — Shares used in computing diluted net loss per share 44.6 44.8 Net loss per share attributable to UCT — basic $ (0.21) $ (0.08) Net loss per share attributable to UCT — diluted $ (0.21) $ (0.08) |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 29, 2024 | |
Segment Reporting [Abstract] | |
Summary of Segment Description and Data | The following table describes each segment: Segment Product or Services Primary Markets Served Geographic Areas Products Assembly Semiconductor Americas Asia Pacific EMEA Services Cleaning Semiconductor Americas Asia Pacific EMEA Segment Data Three Months Ended (In millions) March 29, March 31, Revenues: Products $ 418.5 $ 368.6 Services 59.2 64.7 Total segment revenues $ 477.7 $ 433.3 Gross margin: Products $ 64.5 $ 53.5 Services 18.1 19.5 Total segment gross margin $ 82.6 $ 73.0 Income from operations: Products $ 14.7 $ 8.7 Services 2.6 3.7 Total segment income from operations $ 17.3 $ 12.4 (In millions) March 29, December 29, Assets Products $ 1,624.6 $ 1,617.5 Services 263.0 250.2 Total segment assets $ 1,887.6 $ 1,867.7 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - HIS Innovations Group - USD ($) $ in Millions | 3 Months Ended | |
Oct. 25, 2023 | Mar. 29, 2024 | |
Business Acquisition [Line Items] | ||
Business acquisition percentage of voting interests acquired | 100% | |
Total purchase consideration | $ 73.6 | |
Cash consideration | 46.5 | |
Business acquisition fair value of potential earn-out payments | 27.1 | |
Business acquisition potential cash earn-out payments | $ 70 | |
Acquisition related costs | $ 0.3 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interest at Date of Acquisition (Details) - USD ($) $ in Millions | Mar. 29, 2024 | Dec. 29, 2023 | Oct. 25, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 265.2 | $ 265.2 | |
HIS Innovations Group | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 0.4 | ||
Accounts receivable | 5.6 | ||
Inventories | 11.4 | ||
Prepaid expenses and other assets | 2.7 | ||
Property, plant and equipment | 9.3 | ||
Purchased intangible assets | 51.6 | ||
Operating lease right-of-use assets | 7.5 | ||
Accounts payable | (8.1) | ||
Accrued compensation and related benefits | (0.7) | ||
Other current liabilities | (0.9) | ||
Deferred tax liabilities | (12) | ||
Operating lease liabilities | (9.6) | ||
Total identifiable net assets | 57.2 | ||
Goodwill | $ 16.4 |
Business Combinations - Schedul
Business Combinations - Schedule of Total Purchased Intangible Assets (Details) - HIS Innovations Group $ in Millions | Oct. 25, 2023 USD ($) |
Business Acquisition [Line Items] | |
Purchased intangible assets | $ 51.6 |
Customer relationships | |
Business Acquisition [Line Items] | |
Useful life | 7 years |
Purchased intangible assets | $ 35.2 |
Intellectual property/know-how | |
Business Acquisition [Line Items] | |
Useful life | 5 years |
Purchased intangible assets | $ 11.2 |
Developed technology | |
Business Acquisition [Line Items] | |
Useful life | 5 years |
Purchased intangible assets | $ 4.6 |
Backlog | |
Business Acquisition [Line Items] | |
Useful life | 1 year |
Purchased intangible assets | $ 0.6 |
Balance Sheet Information - Sum
Balance Sheet Information - Summary of Inventories (Details) - USD ($) $ in Millions | Mar. 29, 2024 | Dec. 29, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 197.3 | $ 197.9 |
Work in process | 123.5 | 107.2 |
Finished goods | 67.3 | 69.4 |
Total | $ 388.1 | $ 374.5 |
Balance Sheet Information - Pro
Balance Sheet Information - Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | Mar. 29, 2024 | Dec. 29, 2023 |
Property, Plant and Equipment Line Items | ||
Property, plant, and equipment, net, excluding construction in progress | $ 478.8 | $ 458.1 |
Accumulated depreciation | (181.8) | (170.3) |
Construction in progress | 32.2 | 40.5 |
Total | 329.2 | 328.3 |
Land | ||
Property, Plant and Equipment Line Items | ||
Equipment and leasehold improvements, gross | 8 | 5.6 |
Buildings | ||
Property, Plant and Equipment Line Items | ||
Equipment and leasehold improvements, gross | 54.6 | 57.1 |
Leasehold improvements | ||
Property, Plant and Equipment Line Items | ||
Equipment and leasehold improvements, gross | 128.6 | 110.8 |
Machinery and equipment | ||
Property, Plant and Equipment Line Items | ||
Equipment and leasehold improvements, gross | 210.7 | 207.4 |
Computer equipment and software | ||
Property, Plant and Equipment Line Items | ||
Equipment and leasehold improvements, gross | 73.1 | 72.2 |
Furniture and fixtures | ||
Property, Plant and Equipment Line Items | ||
Equipment and leasehold improvements, gross | $ 3.8 | $ 5 |
Fair Value - Schedule of Fair V
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured (Details) - USD ($) $ in Millions | Mar. 29, 2024 | Dec. 29, 2023 |
Plan assets | ||
Other non-current assets: | ||
Plan assets | $ 1 | $ 1.3 |
Forward contracts | ||
Other current liabilities: | ||
Forward contracts | 0.6 | 0.1 |
Other liabilities: | ||
Liabilities | 0.6 | 0.1 |
Contingent earn-out | ||
Other current liabilities: | ||
Forward contracts | 30.4 | 29.1 |
Other liabilities: | ||
Liabilities | 30.4 | 29.1 |
Pension obligation | ||
Other current liabilities: | ||
Forward contracts | 1.6 | 1.6 |
Other liabilities: | ||
Liabilities | 1.6 | 1.6 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Plan assets | ||
Other non-current assets: | ||
Plan assets | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Forward contracts | ||
Other current liabilities: | ||
Forward contracts | 0 | 0 |
Other liabilities: | ||
Liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Contingent earn-out | ||
Other current liabilities: | ||
Forward contracts | 0 | 0 |
Other liabilities: | ||
Liabilities | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Pension obligation | ||
Other current liabilities: | ||
Forward contracts | 0 | 0 |
Other liabilities: | ||
Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Plan assets | ||
Other non-current assets: | ||
Plan assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Forward contracts | ||
Other current liabilities: | ||
Forward contracts | 0.6 | 0.1 |
Other liabilities: | ||
Liabilities | 0.6 | 0.1 |
Significant Other Observable Inputs (Level 2) | Contingent earn-out | ||
Other current liabilities: | ||
Forward contracts | 0 | 0 |
Other liabilities: | ||
Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Pension obligation | ||
Other current liabilities: | ||
Forward contracts | 0 | 0 |
Other liabilities: | ||
Liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Plan assets | ||
Other non-current assets: | ||
Plan assets | 1 | 1.3 |
Significant Unobservable Inputs (Level 3) | Forward contracts | ||
Other current liabilities: | ||
Forward contracts | 0 | 0 |
Other liabilities: | ||
Liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Contingent earn-out | ||
Other current liabilities: | ||
Forward contracts | 30.4 | 29.1 |
Other liabilities: | ||
Liabilities | 30.4 | 29.1 |
Significant Unobservable Inputs (Level 3) | Pension obligation | ||
Other current liabilities: | ||
Forward contracts | 1.6 | 1.6 |
Other liabilities: | ||
Liabilities | $ 1.6 | $ 1.6 |
Fair Value - Additional Informa
Fair Value - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 29, 2024 USD ($) | |
Fair Value Disclosures [Abstract] | |
Aggregate pension benefit obligations | $ 12 |
Fair value of benefit plan assets | 11.4 |
Unfunded balance of benefit plan | 0.6 |
Loss from change in fair value of contingent earn-out | $ 1.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Finite Lived Intangible Assets [Line Items] | ||
Goodwill impairment | $ 0 | |
Goodwill additions | 0 | |
Amortization of intangible assets | 7,700,000 | $ 5,800,000 |
UCT Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets acquired | $ 9,000,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Details of Goodwill (Details) - USD ($) $ in Millions | Mar. 29, 2024 | Dec. 29, 2023 |
Goodwill [Line Items] | ||
Goodwill | $ 265.2 | $ 265.2 |
Products | ||
Goodwill [Line Items] | ||
Goodwill | 191.7 | |
Services | ||
Goodwill [Line Items] | ||
Goodwill | $ 73.5 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Purchased Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Dec. 29, 2023 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite and Indefinite-Lived | $ 375.6 | $ 375.6 |
Accumulated Amortization | (168) | (160.3) |
Carrying Value, Finite-Lived | 198.6 | |
Carrying Value, Finite And Indefinite-Lived | 207.6 | 215.3 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived | 207.2 | 207.2 |
Accumulated Amortization | (102.5) | (97.5) |
Carrying Value, Finite-Lived | $ 104.7 | 109.7 |
Customer relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 6 years | |
Customer relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 10 years | |
Recipes | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 20 years | |
Gross Carrying Amount, Finite-Lived | $ 73.2 | 73.2 |
Accumulated Amortization | (20.4) | (19.5) |
Carrying Value, Finite-Lived | 52.8 | 53.7 |
Intellectual property/know-how | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-Lived | 48.9 | 48.9 |
Accumulated Amortization | (19.5) | (18.4) |
Carrying Value, Finite-Lived | $ 29.4 | 30.5 |
Intellectual property/know-how | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 7 years | |
Intellectual property/know-how | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 15 years | |
Tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite and Indefinite-Lived | $ 32.5 | 32.5 |
Accumulated Amortization | (22.4) | (22.1) |
Carrying Value, Finite And Indefinite-Lived | $ 10.1 | 10.4 |
Tradename | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 4 years | |
Tradename | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 6 years | |
Standard operating procedures | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 20 years | |
Gross Carrying Amount, Finite-Lived | $ 8.6 | 8.6 |
Accumulated Amortization | (2.4) | (2.3) |
Carrying Value, Finite-Lived | $ 6.2 | 6.3 |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 5 years | |
Gross Carrying Amount, Finite-Lived | $ 4.6 | 4.6 |
Accumulated Amortization | (0.4) | (0.2) |
Carrying Value, Finite-Lived | $ 4.2 | 4.4 |
Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Useful Life (In years) | 1 year | |
Gross Carrying Amount, Finite-Lived | $ 0.6 | 0.6 |
Accumulated Amortization | (0.4) | (0.3) |
Carrying Value, Finite-Lived | $ 0.2 | $ 0.3 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Estimated Amortization Expense (Details) $ in Millions | Mar. 29, 2024 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2024 (remaining in year) | $ 22.7 |
2025 | 28.1 |
2026 | 27.2 |
2027 | 26.9 |
2028 | 23.8 |
Thereafter | 69.9 |
Carrying Value, Finite-Lived | $ 198.6 |
Borrowing Arrangements - Additi
Borrowing Arrangements - Additional Information (Details) € in Millions, $ in Millions | 3 Months Ended | ||
Jun. 29, 2023 | Mar. 29, 2024 USD ($) | Mar. 29, 2024 EUR (€) | |
Debt Instrument [Line Items] | |||
Fixed charge coverage ratio | 1.25 | ||
Consolidated leverage ratio | 3.75 | ||
Bank Debt | |||
Debt Instrument [Line Items] | |||
Unamortized debt issuance costs | $ 5.5 | ||
Total bank debt | $ 475.2 | ||
Term Loan Credit Facility | |||
Debt Instrument [Line Items] | |||
Percentage of original outstanding principal balance as quarterly principal payment | 0.625% | ||
Term loan, interest rate | 9.20% | 9.20% | |
Unamortized debt issuance costs | $ 5.5 | ||
Term Loan Credit Facility | Eurodollar | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument variable interest rate | 3.50% | ||
Term Loan Credit Facility | Eurodollar | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument variable interest rate | 3.75% | ||
Term Loan Credit Facility | ABR | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument variable interest rate | 2.50% | ||
Term Loan Credit Facility | ABR | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument variable interest rate | 2.75% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Initial available commitment | $ 150 | ||
Commitment fee percentage | 0.25% | ||
Remaining available commitments | $ 146.1 | ||
Outstanding amount under credit facility | 3.9 | ||
Revolving Credit Facility | Bank Debt | |||
Debt Instrument [Line Items] | |||
Initial available commitment | 7.6 | ||
Revolving Credit Facility | Czech Republic | Bank Debt | |||
Debt Instrument [Line Items] | |||
Initial available commitment | € | € 7 | ||
Remaining available commitments | 7.6 | ||
Revolving Credit Facility | United States | Bank Debt | |||
Debt Instrument [Line Items] | |||
Remaining available commitments | 146.1 | ||
Revolving Credit Facility | Israel | Bank Debt | |||
Debt Instrument [Line Items] | |||
Remaining available commitments | 5.7 | ||
Letter of Credit Facility | |||
Debt Instrument [Line Items] | |||
Initial available commitment | $ 50 | ||
Commitment fee percentage | 2.50% | ||
Remaining available commitments | $ 46.1 | ||
Outstanding amount under credit facility | $ 3.9 | ||
Percentage of undrawn and unexpired amount of letter of credit as fronting fee | 0.125% | ||
Fluid Solutions | |||
Debt Instrument [Line Items] | |||
Initial available commitment | $ 11 | ||
Outstanding debt | $ 5.3 | ||
Fluid Solutions | Minimum | |||
Debt Instrument [Line Items] | |||
Average interest rate | 7.60% | 7.60% | |
Fluid Solutions | Maximum | |||
Debt Instrument [Line Items] | |||
Average interest rate | 7.80% | 7.80% | |
Secured Debt | Term Loan Credit Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Outstanding debt | $ 475.4 |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 366.70% | 89.70% |
Income tax provision | $ 9.9 | $ 3.5 |
Gross liability for unrecognized tax benefits, excluding interest | $ 2.9 | $ 2.7 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Benefit obligations | $ 12 | |
Fair value of benefit plan assets | 11.4 | |
Unfunded balance of benefit plan | $ 0.6 | |
Contributions by employer | $ 0.1 | |
Amounts recognized in accumulated other comprehensive loss | 0.2 | |
Maximum contribution from salary, percent | 25% | |
Employer matching contribution, percent of match | 50% | |
Discretionary employer contributions | $ 1 | $ 0.9 |
Maximum | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contribution, percent of employees' gross pay | 6% |
Retirement Plans - Schedule of
Retirement Plans - Schedule of Future Payment Obligations (Details) $ in Millions | Mar. 29, 2024 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 1.1 |
2025 | 1.6 |
2026 | 2.5 |
2027 | 1.4 |
2028 | 1.1 |
Thereafter | 10.5 |
Total | $ 18.2 |
Stockholders' Equity and Nonc_2
Stockholders' Equity and Noncontrolling Interests - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Oct. 20, 2022 | Mar. 29, 2024 | Mar. 31, 2023 | |
Cinos Co Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Percentage of value used for fair value of non-controlling interest estimates | 100% | ||
Common Stock | |||
Business Acquisition [Line Items] | |||
Authorized amount | $ 150,000,000 | ||
Repurchase program, period | 3 years | ||
Number of shares repurchased | 0 | 500,000 |
Employee Stock Plans - Addition
Employee Stock Plans - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ 19,100,000 | |
Estimated period of options amortization | 1 year 8 months 12 days | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee common stock fair market value rate | 85% | |
Number of shares of common stock issued under ESPP | 0 | 0 |
Stock based compensation expense | $ 200,000 | $ 0 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 24,000 | 0 |
Weighted average fair value, granted (in dollars per share) | $ 44.21 | |
Restricted Stock Units | Employees | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unit purchase price of Restricted Stock Units | $ 0 | |
Shares vesting period, years | 3 years | |
Restricted Stock Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | 0 |
Restricted Stock Awards | Non-Employee Directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unamortized expense of company's unvested restricted stock awards | $ 100,000 | |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | 0 |
Award performance period | 3 years | |
Percentage expected target award range, minimum | 0% | |
Percentage expected target award range, maximum | 200% |
Employee Stock Plans - Stock-Ba
Employee Stock Plans - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 3.5 | $ 3.7 |
Cost of revenues | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 0.4 | 0.3 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 0.1 | 0.1 |
Sales and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 0.4 | 0.3 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 2.6 | $ 3 |
Employee Stock Plans - Summary
Employee Stock Plans - Summary of Restricted Stock Unit, Performance Stock Units and Restricted Stock Award Activity (Details) - Restricted Stock Unit, Performance Stock Units and Restricted Stock Award - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Dec. 29, 2023 | |
Number of Shares | ||
Unvested restricted stock units and restricted stock awards, beginning balance (in shares) | 1.4 | |
Granted (in shares) | 0 | |
Vested (in shares) | (0.1) | |
Forfeited (in shares) | (0.1) | |
Unvested restricted stock units and restricted stock awards, ending balance (in shares) | 1.2 | |
Vested and expected to vest restricted stock units and restricted stock awards (in shares) | 1.2 | |
Unvested restricted stock units and restricted stock awards | $ 57 | $ 46.1 |
Vested and expected to vest restricted stock units and restricted stock awards | $ 56 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 29, 2024 USD ($) customer | Dec. 29, 2023 USD ($) customer | |
Lam Research Corporation, ASML Holding NV and Advanced Micro-Fabrication Equipment Inc | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Number of customers with accounts receivable greater than 10% | 3 | |
Lam Research Corporation, ASML Holding NV and Advanced Micro-Fabrication Equipment Inc | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 33.40% | |
Lam Research Corporation, Applied Materials, Inc. | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Number of customers with accounts receivable greater than 10% | 2 | |
Lam Research Corporation, Applied Materials, Inc. | Accounts Receivable | Customer Concentration Risk | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 26.80% | |
Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Unpaid customer rebates | $ | $ 1 | $ 2 |
Maximum | ||
Concentration Risk [Line Items] | ||
Customer payment terms | 60 days | |
Product warranty period (in years) | 2 years | |
Minimum | ||
Concentration Risk [Line Items] | ||
Customer payment terms | 30 days |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue by Geographic Area (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 477.7 | $ 433.3 |
Singapore | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 157.3 | 152.3 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 141 | 133.8 |
China | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 54.9 | 23.1 |
Austria | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 37.5 | 30.5 |
South Korea | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 23.6 | 27.4 |
Taiwan | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 15.5 | 18.9 |
Malaysia | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 7.2 | 2.7 |
Israel | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 4.3 | 5.1 |
Others | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 36.4 | $ 39.5 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of the Most Significant Customers (Details) - Sales - Customer Concentration Risk | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Lam Research Corporation | ||
Concentration Risk [Line Items] | ||
Total | 31.40% | 36.70% |
Applied Materials, Inc. | ||
Concentration Risk [Line Items] | ||
Total | 22.70% | 19.80% |
Total | ||
Concentration Risk [Line Items] | ||
Total | 54.10% | 56.50% |
Leases (Details)
Leases (Details) $ in Millions | 3 Months Ended |
Mar. 29, 2024 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Operating lease additions | $ 16.8 |
Austin, Texas | |
Lessee, Lease, Description [Line Items] | |
Lease term | 10 years |
Lessee, Operating Lease, Renewal Term | 7 years |
Czech Republic | |
Lessee, Lease, Description [Line Items] | |
Lease term | 8 years |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 29, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss attributable to UCT | $ (9.4) | $ (3.4) |
Shares used in computation — basic: | ||
Weighted average common shares outstanding (in shares) | 44.6 | 44.8 |
Shares used in computation — diluted: | ||
Weighted average common shares outstanding (in shares) | 44.6 | 44.8 |
Effect of potential dilutive securities: | ||
Employee stock plans | 0 | 0 |
Shares used in computing diluted net loss per share (in shares) | 44.6 | 44.8 |
Net loss per share attributable to UCT — basic (in dollars per share) | $ (0.21) | $ (0.08) |
Net loss per share attributable to UCT — diluted (in dollars per share) | $ (0.21) | $ (0.08) |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 29, 2024 USD ($) segment | Dec. 29, 2023 USD ($) | |
Segment Reporting Information Line Items | ||
Number of operating segments | segment | 3 | |
Number of reportable segments | segment | 2 | |
United States | ||
Segment Reporting Information Line Items | ||
Long-lived assets | $ 178.4 | $ 165.4 |
Malaysia | ||
Segment Reporting Information Line Items | ||
Long-lived assets | 85.9 | 84.3 |
Israel | ||
Segment Reporting Information Line Items | ||
Long-lived assets | 74.8 | 74.3 |
South Korea | ||
Segment Reporting Information Line Items | ||
Long-lived assets | 50.8 | 54.3 |
Other Foreign Countries | ||
Segment Reporting Information Line Items | ||
Long-lived assets | $ 102.7 | $ 101.7 |
Reportable Segments - Summary o
Reportable Segments - Summary of Segment Data (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 29, 2024 | Mar. 31, 2023 | Dec. 29, 2023 | |
Revenues: | |||
Total segment revenues | $ 477.7 | $ 433.3 | |
Gross margin: | |||
Total segment gross margin | 82.6 | 73 | |
Operating profit: | |||
Total segment income from operations | 17.3 | 12.4 | |
Assets | |||
Total segment assets | 1,887.6 | $ 1,867.7 | |
Products | |||
Revenues: | |||
Total segment revenues | 418.5 | 368.6 | |
Gross margin: | |||
Total segment gross margin | 64.5 | 53.5 | |
Operating profit: | |||
Total segment income from operations | 14.7 | 8.7 | |
Assets | |||
Total segment assets | 1,624.6 | 1,617.5 | |
Services | |||
Revenues: | |||
Total segment revenues | 59.2 | 64.7 | |
Gross margin: | |||
Total segment gross margin | 18.1 | 19.5 | |
Operating profit: | |||
Total segment income from operations | 2.6 | $ 3.7 | |
Assets | |||
Total segment assets | $ 263 | $ 250.2 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Term Loan Credit Facility - Secured Debt - Line of Credit - USD ($) $ in Millions | Apr. 04, 2024 | Mar. 29, 2024 |
Subsequent Event [Line Items] | ||
Outstanding debt | $ 475.4 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Extended maturity date period | 30 months | |
Debt instrument, interest rate reduction | 0.25% | |
Extended maturity date period | $ 500 |