Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 22, 2022 | Jun. 25, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ICHR | ||
Entity Registrant Name | ICHOR HOLDINGS, LTD. | ||
Entity Central Index Key | 0001652535 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-37961 | ||
Entity Tax Identification Number | 00-0000000 | ||
Entity Emerging Growth Company | false | ||
Entity Ordinary Shares Outstanding | 28,592,634 | ||
Entity Public Float | $ 1,479,680,000 | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | E9 | ||
Entity Address, Address Line One | 3185 Laurelview Ct. | ||
Entity Address, City or Town | Fremont | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94538 | ||
City Area Code | 510 | ||
Local Phone Number | 897-5200 | ||
ICFR Auditor Attestation Flag | true | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Portland, Oregon | ||
Documents Incorporated by Reference | The information required by Part III of Form 10‑K is incorporated herein by reference to the registrant’s definitive Proxy Statement relating to its 2022 General Meeting, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 25, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 75,495 | $ 252,899 |
Accounts receivable, net | 142,990 | 100,977 |
Inventories | 236,133 | 134,756 |
Prepaid expenses and other current assets | 8,153 | 7,082 |
Total current assets | 462,771 | 495,714 |
Property and equipment, net | 85,204 | 41,811 |
Operating lease right-of-use assets | 29,790 | 10,088 |
Other noncurrent assets | 9,166 | 5,503 |
Deferred tax assets, net | 8,116 | 6,324 |
Intangible assets, net | 89,927 | 39,845 |
Goodwill | 335,902 | 174,887 |
Total assets | 1,020,876 | 774,172 |
Current liabilities: | ||
Accounts payable | 159,727 | 116,664 |
Accrued liabilities | 19,066 | 20,792 |
Other current liabilities | 14,377 | 10,700 |
Current portion of long-term debt | 7,500 | 8,750 |
Current portion of lease liabilities | 7,633 | 5,128 |
Total current liabilities | 208,303 | 162,034 |
Long-term debt, less current portion, net | 285,253 | 191,522 |
Lease liabilities, less current portion | 22,354 | 5,272 |
Deferred tax liabilities, net | 38 | 109 |
Other non-current liabilities | 4,213 | 3,546 |
Total liabilities | 520,161 | 362,483 |
Shareholders’ equity: | ||
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; zero shares issued and outstanding) | ||
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 28,551,160 and 27,907,077 shares outstanding, respectively; 32,988,599 and 32,344,516 shares issued, respectively) | 3 | 3 |
Additional paid in capital | 417,438 | 399,311 |
Treasury shares at cost (4,437,439 shares) | (91,578) | (91,578) |
Retained earnings | 174,852 | 103,953 |
Total shareholders’ equity | 500,715 | 411,689 |
Total liabilities and shareholders’ equity | $ 1,020,876 | $ 774,172 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 25, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 20,000,000 | 20,000,000 |
Preferred shares, issued | 0 | 0 |
Preferred shares, outstanding | 0 | 0 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 200,000,000 | 200,000,000 |
Ordinary shares, issued | 32,988,599 | 32,344,516 |
Ordinary shares, outstanding | 28,551,160 | 27,907,077 |
Treasury shares | 4,437,439 | 4,437,439 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Income Statement [Abstract] | |||
Net sales | $ 1,096,917 | $ 914,236 | $ 620,837 |
Cost of sales | 919,437 | 789,344 | 534,473 |
Gross profit | 177,480 | 124,892 | 86,364 |
Operating expenses: | |||
Research and development | 15,691 | 13,361 | 11,102 |
Selling, general, and administrative | 65,857 | 56,614 | 47,270 |
Amortization of intangible assets | 14,918 | 13,365 | 13,015 |
Total operating expenses | 96,466 | 83,340 | 71,387 |
Operating income | 81,014 | 41,552 | 14,977 |
Interest expense, net | 6,451 | 8,727 | 10,647 |
Other expense, net | 807 | 534 | 55 |
Income before income taxes | 73,756 | 32,291 | 4,275 |
Income tax expense (benefit) | 2,857 | (988) | (6,454) |
Net income | $ 70,899 | $ 33,279 | $ 10,729 |
Net income per share: Basic | $ 2.51 | $ 1.44 | $ 0.48 |
Net income per share: Diluted | $ 2.45 | $ 1.42 | $ 0.47 |
Shares used to compute net income per share: | |||
Shares used to compute net income per share, Basic | 28,259,607 | 23,172,961 | 22,418,802 |
Shares used to compute net income per share, Diluted | 28,979,352 | 23,460,105 | 22,766,903 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Treasury Shares | Retained Earnings |
Balance at Dec. 28, 2018 | $ 198,326 | $ 2 | $ 228,358 | $ (89,979) | $ 59,945 |
Balance, Shares at Dec. 28, 2018 | 22,234,508 | 4,339,529 | |||
Ordinary shares issued from exercise of stock options | 5,042 | 5,042 | |||
Ordinary shares issued from exercise of stock options, shares | 353,027 | ||||
Ordinary shares issued from vesting of restricted share units | (290) | (290) | |||
Ordinary shares issued from vesting of restricted share units, shares | 81,438 | ||||
Ordinary shares issued from employee share purchase plan | 671 | 671 | |||
Ordinary shares issued from employee share purchase plan, shares | 47,645 | ||||
Repurchase of ordinary shares | $ (1,599) | $ (1,599) | |||
Repurchase of ordinary shares, shares | (97,910) | (97,910) | 97,910 | ||
Share-based compensation expense | $ 8,537 | 8,537 | |||
Net income | 10,729 | 10,729 | |||
Balance at Dec. 27, 2019 | 221,416 | $ 2 | 242,318 | $ (91,578) | 70,674 |
Balance, Shares at Dec. 27, 2019 | 22,618,708 | 4,437,439 | |||
Ordinary shares issued, net of transaction costs | 139,372 | $ 1 | 139,371 | ||
Ordinary shares issued, net of transaction costs, shares | 4,600,000 | ||||
Ordinary shares issued from exercise of stock options | 8,849 | 8,849 | |||
Ordinary shares issued from exercise of stock options, shares | 514,481 | ||||
Ordinary shares issued from vesting of restricted share units | (1,829) | (1,829) | |||
Ordinary shares issued from vesting of restricted share units, shares | 140,700 | ||||
Ordinary shares issued from employee share purchase plan | 727 | 727 | |||
Ordinary shares issued from employee share purchase plan, shares | 33,188 | ||||
Share-based compensation expense | 9,875 | 9,875 | |||
Net income | 33,279 | 33,279 | |||
Balance at Dec. 25, 2020 | 411,689 | $ 3 | 399,311 | $ (91,578) | 103,953 |
Balance, Shares at Dec. 25, 2020 | 27,907,077 | 4,437,439 | |||
Ordinary shares issued from exercise of stock options | 8,288 | 8,288 | |||
Ordinary shares issued from exercise of stock options, shares | 410,558 | ||||
Ordinary shares issued from vesting of restricted share units | (3,616) | (3,616) | |||
Ordinary shares issued from vesting of restricted share units, shares | 164,613 | ||||
Ordinary shares issued from employee share purchase plan | 1,982 | 1,982 | |||
Ordinary shares issued from employee share purchase plan, shares | 68,912 | ||||
Share-based compensation expense | 11,473 | 11,473 | |||
Net income | 70,899 | 70,899 | |||
Balance at Dec. 31, 2021 | $ 500,715 | $ 3 | $ 417,438 | $ (91,578) | $ 174,852 |
Balance, Shares at Dec. 31, 2021 | 28,551,160 | 4,437,439 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 70,899 | $ 33,279 | $ 10,729 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 25,992 | 24,246 | 21,869 |
Share-based compensation | 11,473 | 9,875 | 8,537 |
Deferred income taxes | (1,863) | (1,687) | (7,131) |
Amortization of debt issuance costs | 883 | 968 | 937 |
Gain on sale of asset disposal group | (504) | 3,575 | |
Loss on extinguishment of debt | 737 | ||
Other | 484 | ||
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | (33,454) | (16,128) | (44,562) |
Inventories | (89,249) | (8,527) | (5,931) |
Prepaid expenses and other assets | 786 | (2,076) | 6,067 |
Accounts payable | 38,649 | (14,509) | 67,966 |
Accrued liabilities | (6,740) | 7,722 | 3,214 |
Other liabilities | (2,821) | 1,521 | (4,545) |
Net cash provided by operating activities | 15,272 | 38,259 | 57,150 |
Cash flows from investing activities: | |||
Capital expenditures | (20,839) | (10,301) | (12,343) |
Cash paid for acquisitions, net of cash acquired | (268,766) | (5,035) | |
Cash paid for intangible assets | (8,147) | ||
Purchase of marketable securities | (115,197) | ||
Proceeds from maturities and sales of marketable securities | 114,713 | ||
Proceeds from sale of property and equipment | 504 | 739 | |
Net cash used in investing activities | (289,585) | (14,597) | (20,490) |
Cash flows from financing activities: | |||
Issuance of ordinary shares, net of fees | 139,372 | ||
Issuance of ordinary shares under share-based compensation plans | 9,664 | 9,832 | 5,757 |
Employees' taxes paid upon vesting of restricted share units | (3,616) | (1,829) | (290) |
Repurchase of ordinary shares | (1,599) | ||
Debt issuance and modification costs | (1,852) | ||
Borrowings on revolving credit facility | 137,591 | 30,000 | 13,000 |
Repayments on revolving credit facility | (41,753) | (28,000) | |
Proceeds from term loan | 94,175 | ||
Repayments on term loan | (97,300) | (8,750) | (8,750) |
Net cash provided by (used in) financing activities | 96,909 | 168,625 | (19,882) |
Net increase (decrease) in cash | (177,404) | 192,287 | 16,778 |
Cash at beginning of period | 252,899 | 60,612 | 43,834 |
Cash at end of period | 75,495 | 252,899 | 60,612 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for interest | 7,123 | 8,235 | 8,424 |
Cash paid during the period for taxes, net of refunds | 5,642 | 250 | 896 |
Supplemental disclosures of non-cash activities: | |||
Capital expenditures included in accounts payable | 930 | 369 | 774 |
Right-of-use assets obtained in exchange for new operating lease liabilities, including those acquired through acquisitions | $ 24,643 | $ 642 | $ 817 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Organization and Operations of the Company Ichor Holdings, Ltd. and Subsidiaries (the “we”, “us”, “our”, “Company”) designs, develops, manufactures, and distributes gas and liquid delivery subsystems and components purchased by capital equipment manufacturers for use in the semiconductor markets. We are headquartered in Fremont, California and have operations in the United States, the United Kingdom, Singapore, Malaysia, Korea, and Mexico. On December 30, 2011, Ichor Systems Holdings, LLC consummated a sales transaction with Icicle Acquisition Holdings, LLC, a Delaware limited liability company. Shortly after consummation of the sale transaction, Icicle Acquisition Holdings, LLC changed its name to Ichor Holdings, LLC. In March 2012, Ichor Holdings, LLC completed a reorganization of its legal structure, forming Ichor Holdings, Ltd., a Cayman Islands entity. Ichor Holdings, Ltd. is now the reporting entity and the ultimate parent company of the operating entities. Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to consolidated financial statements are in thousands, except per share amounts. Year End We use a 52‑ or 53‑week fiscal year ending on the last Friday in December. The years ended December 31, 2021, December 25, 2020, and December 27, 2019 were all 53 weeks, 52 weeks, and 52 weeks, respectively. All references to 2021, 2020, and 2019 are references to the fiscal years then ended. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include the fair value of assets and liabilities acquired in acquisitions, estimated useful lives for long‑lived assets, inventory valuation, uncertain tax positions, fair value assigned to stock options granted, and impairment analysis for both definite‑lived intangible assets and goodwill . Cash and Cash Equivalents and Marketable Securities Cash and cash equivalents consist of deposits and financial instruments which are readily convertible into cash and have original maturities of 90 days or less at the time of acquisition. Marketable securities consist primarily of highly liquid investments with maturities of greater than 90 days when purchased. We classify our marketable securities as available-for-sale and, accordingly, report them at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss). Any unrealized losses which are considered to be other-than-temporary are recorded in other income (expense), net. Realized gains and losses on the sale of marketable securities are determined using the specific-identification method and recorded in other income (expense), net. Although we had marketable securities outstanding during 2021, we had no marketable securities outstanding as of December 31, 2021 or December 25, 2020. Available-for-sale investments are subject to a periodic impairment review. If an available-for-sale debt security’s fair value is less than its amortized cost basis, then we evaluate whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. Unrealized gains and losses not attributable to credit losses are included, net of tax, in accumulated other comprehensive income (loss). We have not recorded an allowance for credit losses in 2021. Revenue Recognition We recognize revenue when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations. Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales. Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within twelve months. Product sales are recognized at a point-in-time, generally upon delivery, as such term is defined within the contract, as that is when control of the promised good has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under ASC 460, Guarantees , and not as a separate performance obligation . Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer but are generally due within 15 – 60 days Commitments and Contingencies We are periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. The ultimate resolution of these actions is not expected to have a material adverse effect on our financial position or results of operations. Concentrations Financial instruments that subject us to credit risk consist of accounts receivable, accounts payable, and long-term debt. At December 31, 2021 and December 25, 2020, two customers represented, in the aggregate, approximately 60% and 73%, respectively, of the balance of accounts receivable. We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information. We require collateral, typically cash, in the normal course of business if customers do not meet the criteria established for offering credit. If the financial condition of our customers were to deteriorate and result in an impaired ability to make payments, additions to the allowance may be required. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded to income when received. Activity and balances related to our allowance for doubtful accounts was not significant during any period presented. We use qualified manufacturers to supply many components and subassemblies of our products. We obtain the majority of our components from a limited group of suppliers. A majority of the purchased components used in our products are customer specified. An interruption in the supply of a particular component would have a temporary adverse impact on our operating results. We maintain cash balances at both United States-based and foreign-based commercial banks. Cash balances in the United States exceed amounts that are insured by the Federal Deposit Insurance Corporation (FDIC). The majority of the cash maintained in foreign-based commercial banks is insured by the government where the foreign banking institutions are based. Cash held in foreign-based commercial banks totaled $41.5 million and $39.9 million at December 31, 2021 and December 25, 2020, respectively, and at times exceeds insured amounts. No losses have been incurred as of December 31, 2021 or December 25, 2020 for amounts exceeding the insured limits. Fair Value Measurements We estimate the fair value of financial assets and liabilities based upon comparison of such assets and liabilities to the current market values for instruments of a similar nature and degree of risk. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ▪ Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date ▪ Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability ▪ Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date There were no changes to our valuation techniques during 2021. We estimate the recorded value of our financial assets and liabilities approximates fair value at December 31, 2021 and December 25, 2020. We estimate the value of acquired intangible assets, on a nonrecurring basis, based on an income approach utilizing discounted cash flows. Under this approach, we estimate the future cash flows from our asset groups and discount the income stream to its present value to arrive at fair value. Future cash flows are based on recently prepared operating forecasts. Operating forecasts and cash flows include, among other things, revenue growth rates that are calculated based on management’s forecasted sales projections. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows includes a subject-company risk premium, an equity market risk premium, a beta, and a risk-free rate. As this approach contains unobservable inputs, the measurement of fair value for intangible assets is classified as Level 3. Inventories Inventories are stated at the lower of cost or net realizable value. The majority of our inventory values are based upon standard costs. On a quarterly basis, we analyze the value of our inventory and periodically record write-downs for estimated excess and obsolete inventory. This analysis is based on estimated future consumption compared to inventory quantities on-hand. The estimate is based on how assumptions of historical consumption, recency of purchases, backlog, and other factors indicate future consumption. Once the value of inventory is adjusted, the original cost of our inventory, less the write-down, represents its new cost basis. Reversal of these write-downs are recognized only when the related inventory has been scrapped or sold Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Estimated useful lives of property & equipment Machinery 5-10 years Leasehold improvements 10 years Computer software, hardware, and equipment 3-5 years Office furniture, fixtures, and equipment 5-7 years Vehicles 5 years Maintenance and repairs that neither add material value to the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in selling, general, and administrative expenses on the consolidated statements of operations. Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset group, a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group. The projections are based on assumptions, judgments, and estimates of revenue growth rates for the related business; anticipated future economic, regulatory, and political conditions; the assignment of discount rates relative to risk; and estimates of terminal values. During 2021, 2020, and 2019, we did not identify any triggering events that would indicate impairment. Intangible Assets We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the following estimated useful lives: Estimated useful lives of intangible assets Trademarks 10 years Customer relationships 6-10 years Developed technology 7-10 years Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. We first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying a quantitative goodwill impairment test. Under the quantitative test, the fair value of the reporting unit is compared to its carrying value and an impairment loss is recognized for any excess of carrying amount over the reporting unit’s fair value. Fair value of the reporting unit is determined using a discounted cash flow analysis. For purposes of testing goodwill for impairment, we have concluded that we operate as one reporting unit. We performed a qualitative goodwill assessment at December 31, 2021 and December 25, 2020. This assessment indicated that it was more likely than not our reporting unit’s fair value exceeded its carrying value. Research and Development Costs Research and development costs are expensed as incurred. Share-Based Payments We use the Black-Scholes option-pricing model to value awards on the date of grant. We use the simplified method to estimate the expected term of share-based awards for all periods as we do not have sufficient history to estimate the weighted average expected term. The risk-free interest rate is based on the U.S. Treasury rates in effect on the corresponding date of grant. Estimated volatility is based on the historical volatility of ours and similar entities’ publicly traded shares. Income Taxes We recognize deferred income taxes using the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense for the current year differs from the statutory rate primarily as a result of the impact of foreign operations and discrete tax benefits recorded in connection with our historical acquisitions and stock option exercises. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in our consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We recognize interest and penalties as a component of income tax expense. Foreign Operations The functional currency of our international operations is the U.S. dollar. Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other expense (income), net on our consolidated statements of operations. Substantially all of our sales contracts, and most of our agreements with third-party suppliers, provide for pricing and payment in U.S. dollars. Accordingly, these transactions are not subject to material exchange rate fluctuations. Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU 2016‑13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. We adopted the standard on the first day of 2020, and the adoption did not have a significant impact on our financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The new guidance clarifies the accounting for implementation costs in cloud computing arrangements. We adopted the standard on the first day of 2020. During the 2020, we incurred capitalizable implementation costs of approximately $4.4 million in connection with our implementation of a new company-wide ERP system that is classified as a hosting arrangement that is a service contract. Accordingly, these costs are included in Other noncurrent assets on our consolidated balance sheet as of December 25, 2020. Additionally, our cash provided by operating activities for 2020 includes $3.3 million in cash outflows associated with these capitalized implementation costs. As the ERP system was not yet in-service as of December 25, 2020, there was no amortization expense recognized during 2020. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes Accounting Pronouncements Recently Issued In October 2021, the FASB issued ASU No. 2021‑08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) . This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. This ASU is currently not expected to have a material impact on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Note 2 – Acquisitions IMG Companies, LLC On November 19, 2021 we completed the acquisition, via merger, of IMG Companies, LLC and its subsidiaries (“IMG”), a California-based precision machining, specialty joining, and plating company for an aggregate purchase price of $270.0 million. IMG provides us increased capacity and capabilities in our precision machining business, and expands our served customer base with new component and service offerings. The following table presents the preliminary purchase price allocation as of November 19, 2021. As of December 31, 2021, total acquisition consideration remains preliminary, as we are still finalizing the working capital adjustment component of final purchase price under the merger agreement. Preliminary Allocation November 19, 2021 Cash acquired $ 1,234 Accounts receivable 8,559 Inventories 12,128 Prepaid expenses and other current assets 579 Property and equipment 33,067 Operating lease right-of-use assets 14,509 Intangible assets 65,000 Goodwill 161,015 Accounts payable (3,853 ) Accrued expenses (5,620 ) Other current liabilities (2,109 ) Lease liabilities (14,509 ) Total acquisition consideration $ 270,000 We preliminarily allocated $62.4 million to IMG’s customer relationships and $2.6 million to IMG’s order backlog with weighted average amortization periods of 10 years and 6 months, respectively. Preliminary goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies. We incurred transaction costs of approximately $4.4 million in connection with the acquisition during 2021. The fair value adjustment to inventory as part of our preliminary purchase price allocation resulted in a $1.4 million charge to cost of sales during 2021. Our consolidated statement of operations for 2021 includes approximately 6 weeks operating activity of IMG, including sales of $7.3 million. The following unaudited pro forma consolidated results of operations assume the acquisition was completed on December 26, 2020, the beginning of the earliest period presented. Pro forma adjustments are primarily comprised of preliminary estimates of amortization expense related to acquired intangible assets, incremental interest expense from increased borrowings to fund the acquisition and the elimination of IMG’s historical interest expense, elimination of IMG’s non-recurring management expenses, elimination of a gain on forgiveness of debt, acquired inventory fair value charges, the related income tax effects, and other insignificant management adjustments. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved or of results that may occur in the future. Year Ended December 31, 2021 December 25, 2020 Net sales $ 1,156,619 $ 962,642 Net income $ 74,531 $ 26,048 Net income per share: Basic $ 2.64 $ 1.12 Diluted $ 2.57 $ 1.11 Nogales, Mexico Precision Machining Acquisition On December 1, 2020, we acquired certain operating assets and assumed the operations of a precision machining operation in Nogales, Mexico, which was considered a business combination under ASC 805 – Business Combinations |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories Inventories consist of the following: December 31, 2021 December 25, 2020 Raw materials $ 159,366 $ 88,015 Work in process 62,537 38,184 Finished goods 28,281 21,299 Excess and obsolete adjustment (14,051 ) (12,742 ) Total inventories $ 236,133 $ 134,756 The following table presents changes to our excess and obsolete adjustment: Excess and obsolete adjustment Balance at December 28, 2018 $ (7,692 ) Charge to cost of sales (1,086 ) Disposition of inventory 961 Balance at December 27, 2019 (7,817 ) Charge to cost of sales (4,649 ) Disposition of inventory (276 ) Balance at December 25, 2020 (12,742 ) Charge to cost of sales (1,942 ) Disposition of inventory 633 Balance at December 31, 2021 $ (14,051 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consist of the following: December 31, 2021 December 25, 2020 Machinery $ 80,953 $ 37,196 Leasehold improvements 36,706 29,616 Computer software, hardware, and equipment 8,031 6,501 Office furniture, fixtures and equipment 1,168 1,166 Vehicles 284 75 Construction-in-process 8,565 5,483 135,707 80,037 Less accumulated depreciation (50,503 ) (38,226 ) Total property and equipment, net $ 85,204 $ 41,811 Depreciation expense for 2021, 2020, and 2019 was $11.1 million, $10.9 million, and $8.9 million, respectively. Cloud Computing Implementation Costs Pursuant to ASU 2018-15, we capitalize implementation costs associated with hosting arrangement that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To-date, these costs are those incurred to implement a new company-wide ERP system. The following table summarizes capitalized cloud computing implementation costs: Capitalized cloud computing implementation costs as of December 27, 2019 $ — Costs capitalized during the period 4,366 Capitalized costs amortized during the period — Capitalized cloud computing implementation costs as of December 25, 2020 4,366 Costs capitalized during the period 3,992 Capitalized costs amortized during the period (304 ) Capitalized cloud computing implementation costs as of December 31, 2021 $ 8,054 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 5 – Intangible Assets and Goodwill Definite-lived intangible assets consist of the following: December 31, 2021 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Customer relationships 146,569 (65,953 ) — 80,616 8.7 years Developed technology 11,047 (3,483 ) — 7,564 10.0 years Order backlog 2,600 (853 ) — 1,747 6 months Total intangible assets $ 160,216 $ (70,289 ) $ — $ 89,927 December 25, 2020 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ (8,717 ) $ — $ 973 10.0 years Customer relationships 84,169 (53,946 ) — 30,223 7.8 years Developed technology 11,047 (2,398 ) — 8,649 10.0 years Total intangible assets $ 104,906 $ (65,061 ) $ — $ 39,845 Future projected annual amortization expense consists of the following: Future amortization expense 2022 $ 17,763 2023 14,803 2024 8,435 2025 8,311 2026 7,730 Thereafter 32,885 $ 89,927 The following tables present the changes to goodwill: Goodwill Balance at December 28, 2018 $ 173,010 Acquisitions — Balance at December 27, 2019 173,010 Acquisitions 1,877 Balance at December 25, 2020 174,887 Acquisitions 161,015 Balance at December 31, 2021 $ 335,902 |
Leases
Leases | 12 Months Ended |
Dec. 25, 2020 | |
Leases [Abstract] | |
Leases | Note 6 – Leases We lease facilities under various non-cancellable operating leases expiring through 2031. In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities. As of December 31, 2021, we had one operating leases executed for which the rental period had not yet commenced. The components of lease expense are as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Operating lease cost $ 5,763 $ 5,397 $ 5,420 Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,477 $ 5,574 $ 5,220 Supplemental balance sheet information related to leases is as follows: December 31, 2021 December 25, 2020 Weighted-average remaining lease term of operating leases 5.8 years 2.3 years Weighted-average discount rate of operating leases 2.4% 4.5% Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows 2022 $ 7,633 2023 5,401 2024 4,550 2025 4,230 2026 3,737 Thereafter 6,292 Total future minimum lease payments 31,843 Less imputed interest (1,856 ) Total lease liabilities $ 29,987 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act allows net operating losses from the 2018, 2019 and 2020 tax years to be carried back up to five years. As a result, during 2020 we were able to carry back our 2019 net operating loss to tax years 2017 and 2018, resulting in a $1.0 million refund claim. The CARES Act also provided for an increased interest deduction for tax years 2019 and 2020, as well as the deferral of the employer portion of social security taxes. Income before tax was as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 United States $ 13,435 $ (2,558 ) $ (20,993 ) Foreign 60,321 34,849 25,268 Income before tax $ 73,756 $ 32,291 $ 4,275 Significant components of income tax expense (benefit) consist of the following: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Current: Federal $ 430 $ (1,103 ) $ (812 ) State 1,524 341 649 Foreign 2,766 1,461 868 Total current tax expense 4,720 699 705 Deferred: Federal (889 ) (1,321 ) (5,315 ) State (771 ) (196 ) (1,218 ) Foreign (203 ) (170 ) (626 ) Total deferred tax benefit (1,863 ) (1,687 ) (7,159 ) Income tax expense (benefit) $ 2,857 $ (988 ) $ (6,454 ) The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense (benefit) consist of the following: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Effective rate reconciliation: U.S. federal tax expense $ 15,489 $ 6,781 $ 898 State income taxes, net 577 105 (523 ) Permanent items 680 298 (75 ) Foreign rate differential (1,897 ) (1,325 ) (1,051 ) Tax holiday (9,653 ) (5,911 ) (4,582 ) Credits (1,647 ) (1,411 ) (918 ) Tax contingencies 482 80 (830 ) Share-based compensation (2,640 ) (1,002 ) (285 ) Withholding tax 1,044 819 554 Other, net 385 330 201 Valuation allowance 37 248 157 Income tax expense (benefit) $ 2,857 $ (988 ) $ (6,454 ) Deferred income tax assets and liabilities consist of the following: December 31, 2021 December 25, 2020 Deferred tax assets: Inventory $ 4,643 $ 3,836 Share-based compensation 2,551 2,266 Accrued payroll 2,140 2,370 Net operating loss carryforwards 816 873 Tax credits 5,103 7,943 Intercompany interest 1,907 1,689 Operating lease liabilities 7,450 2,616 Other assets 755 414 Deferred tax assets 25,365 22,007 Valuation allowance (556 ) (518 ) Total deferred tax assets 24,809 21,489 Deferred tax liabilities: Intangible assets (3,265 ) (7,344 ) Property, plant and equipment (5,928 ) (5,273 ) Operating lease right-of-use assets (7,409 ) (2,568 ) Other liabilities (129 ) (89 ) Total deferred tax liabilities (16,731 ) (15,274 ) Net deferred tax asset $ 8,078 $ 6,215 At December 31, 2021, we had federal, state, and foreign net operating loss carryforwards of zero, $4.8 million, and $2.1 million respectively. The state and foreign net operating loss carryforwards, if not utilized, will begin to expire in 2032, and 2029, respectively. At December 31, 2021, we had federal and state research and development credits of $2.9 million and zero, respectively. The federal research and development credits, if not utilized, will begin to expire in 2034. Additionally, we had foreign tax credits of $0.6 million, which if not utilized, will begin to expire in 2027. We have determined the amount of our valuation allowance based on our estimates of taxable income by jurisdiction in which we operate over the periods in which the related deferred tax assets will be recoverable. As of December 31, 2021, we believe it is more-likely-than-not that we will realize our U.S. deferred tax assets, with the exception of certain state and foreign net operating loss carryforwards we believe are not likely to be realized within the carryforward period. We were granted a tax holiday for our Singapore operations that is effective through 2026. The net impact of the tax holiday in Singapore as compared to the Singapore statutory rate was a benefit of $9.7 million, $5.9 million, and $4.6 million during 2021, 2020, and 2019, respectively. Our income tax fluctuates based on the geographic mix of earnings and is calculated quarterly based on actual results pursuant to ASC Topic 740‑270. As of December 31, 2021, we have recognized $3.0 million of unrecognized tax benefits in other non-current liabilities in our consolidated balance sheet. If recognized, $1.5 million of this amount would impact our effective tax rate. We expect a decrease of $0.1 million to the total amount of unrecognized tax benefits within the next twelve months. Our ongoing practice is to recognize potential accrued interest and penalties related to unrecognized tax benefits within our statements of operations in income tax expense (benefit). Interest and penalties associated with uncertain tax positions recognized during 2021 and 2020 were insignificant. At December 31, 2021, other non-current liabilities on our balance sheet included approximately zero and $0.5 million of interest and penalties, respectively, associated with uncertain tax positions, which are excluded from the unrecognized tax benefits table below. The following table summarizes the activity related to our unrecognized tax benefits: Unrecognized tax benefits Balance at December 28, 2018 $ 2,256 Increase related to current year tax positions 380 Increase related to prior year tax positions 8 Decrease in tax positions related to lapse of statute of limitations and settlements (784 ) Balance at December 27, 2019 1,860 Increase related to current year tax positions 378 Increase related to prior year tax positions 484 Decrease in tax positions related to lapse of statute of limitations (232 ) Balance at December 25, 2020 2,490 Increase related to current year tax positions 597 Decrease in tax positions related to lapse of statute of limitations (92 ) Balance at December 31, 2021 $ 2,995 We assert indefinite reinvestment of our U.S. and Netherlands unremitted earnings. With regard to these unremitted earnings, we have not, nor do we anticipate the need to repatriate funds from the U.S. to the Netherlands or from the Netherlands to the Cayman entity to satisfy liquidity needs. Determination of the amount of unrecognized withholding tax liability related to the indefinitely reinvested earnings is not practicable. Our three major filing jurisdictions are the United States, Singapore and Malaysia. We are no longer subject to U.S. Federal examination for tax years ending before 2017, to state examinations before 2017, or to foreign examinations before 2016. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating losses or credit carryforward. At December 31, 2021, we were not under examination by a tax authority. |
Employee Benefit Programs
Employee Benefit Programs | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Programs | Note 8 – Employee Benefit Programs 401(k) Plan We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50% of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a discretionary matching contribution equal to 50% of a participant’s deferral, up to an annual maximum of 4% of a participant’s annual compensation. For 2021, 2020, and 2019, matching contributions were $2.2 million, $1.9 million, and $1.5 million, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9 – Long-Term Debt Long-term debt consists of the following: December 31, 2021 December 25, 2020 Term loan $ 150,000 $ 153,125 Revolving credit facility 145,000 49,162 Total principal amount of long-term debt 295,000 202,287 Less unamortized debt issuance costs (2,247 ) (2,015 ) Total long-term debt, net 292,753 200,272 Less current portion (7,500 ) (8,750 ) Total long-term debt, less current portion, net $ 285,253 $ 191,522 Maturities of long-term debt consist of the following: Future maturities of long-term debt 2022 $ 7,500 2023 7,500 2024 7,500 2025 7,500 2026 265,000 Total $ 295,000 The weighted average interest rate across our credit facilities was 2.74%, 3.75%, and 4.78% during 2021, 2020, and 2019, respectively. On October 29, 2021, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders underlying the agreement. The credit agreement includes a $150.0 million term loan facility and a $250.0 million revolving credit facility (“credit facilities”). We incurred debt issuance costs of approximately $1.9 million in connection with the amendment and restatement. We account for debt issuance costs as a reduction to the carrying value of our long-term debt, and we amortize the costs to interest expense over the term of the credit agreement. Under the debt modification literature codified in ASC 470, a portion of the amendment and restatement was treated as an extinguishment. Accordingly, $0.7 million of existing capitalized debt issuance costs were written off as a loss on extinguishment of debt, which is included in other expense (income), net on our statements of operations. Term loan payments of $1.9 million are due on a quarterly basis. The credit agreement matures on October 29, 2026. Our credit agreement is secured by our tangible and intangible assets and includes customary representations, warranties, and covenants. We are required to maintain a minimum fixed charge coverage ratio of 1.25 : 1 and a maximum leverage ratio 3.50 : 1 to 4.00:1. Interest is charged at either the Base Rate or the Bloomberg Short-Term Bank Yield (“BSBY”) Rate (as such terms are defined in the credit agreement) at our option, plus an applicable margin. The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5%, or iii) the BSBY Rate plus 1.00%. The applicable margin on Base Rate and BSBY Rate loans is 0.375‑1.375% and 1.375‑2.375% per annum, respectively, depending on our leverage ratio. We are also charged a commitment fee of 0.175%-0.350% on the unused portion of our revolving credit facility. Base Rate interest payments and commitment fees are due quarterly. BSBY rate interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than 3 months. At December 31, 2021, our credit facilities bore interest under the BSBY rate option of 1.81%. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | Note 10 – Shareholders’ Equity Public Offering of Shares On December 14, 2020, we completed an underwritten public offering of 4.6 million ordinary shares with net proceeds of $139.4 million, after deducting the underwriting discount of $1.35 per share and incremental offering expenses of $0.5 million. Share Repurchase Program In February 2018, our Board of Directors authorized a share repurchase program up to $50.0 million under which we may repurchase our ordinary shares in the open market or through privately negotiated transactions, depending on market conditions and other factors. Ordinary shares repurchased are recorded as treasury shares using the cost method on a first-in, first-out basis. In August 2018, our Board of Directors authorized a $50.0 million increase to the share repurchase program. The following tables details our share repurchases for the periods indicated: Total Number of Shares Repurchased Total Cost of Repurchase Average Price Paid per Share Amount Available Under Repurchase Program Amount available at December 28, 2018 $ 10,021 Quarter ended March 29, 2019 97,910 1,599 $ 16.33 $ 8,421 Quarter ended June 28, 2019 — — $ — $ 8,421 Quarter ended September 27, 2019 — — $ — $ 8,421 Quarter ended December 27, 2019 — — $ — $ 8,421 Year ended December 27, 2019 97,910 $ 1,599 $ 16.33 $ 8,421 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 11 – Share-Based Compensation 2016 Plan In December 2016, we adopted the 2016 Omnibus Incentive Plan (“the 2016 Plan”). The 2016 Plan provides for grants of share‑based awards to employees, directors, and consultants Awards may be in the form of stock options (“options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards Options granted under the 2016 Plan generally have a term of 7 years. Vesting of options and RSUs generally occurs 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. Upon vesting of RSUs, employees may elect to have shares withheld to cover statutory minimum withholding taxes. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares were never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows. 2012 Plan In March 2012, we adopted the Ichor Holdings Ltd. 2012 Equity Incentive Plan (the “2012 Plan”). Under the 2012 Plan, we could grant either restricted shares, RSUs, or options to employees, directors, and consultants. Options granted under the 2012 Plan generally had a term of 7 years. Vesting of options and RSUs generally occurred 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. There have been no issuances of equity-based awards under the 2012 Plan since the adoption of the 2016 Plan. Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $11.5 million, $9.9 million, and $8.5 million during 2021, 2010, and 2019, respectively. On November 12, 2019, in connection with the transition of our former Chief Executive Officer to Executive Chairman, the Compensation Committee of the Board of Directors modified all outstanding equity awards such that the next 18 months of vesting events would be pulled forward and become immediately vested on January 6, 2020. Consequently, 98,825 options and 60,721 RSUs vested on January 6, 2020. This was accounted for as a probable-to-probable modification under ASC Topic 718, resulting in approximately $1.4 million in share-based compensation expense pulled forward into 2019. Stock Options The table below sets forth the weighted average assumptions used to measure the fair value of options granted: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Weighted average expected term -- 5 years 5 years Risk-free interest rate -- 0.5% 2.1% Dividend yield -- 0.0% 0.0% Volatility -- 61.5% 55.3% The following table summarizes option activity: Number of Stock Options Service condition Performance condition Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value Outstanding, December 25, 2020 1,325,826 65,908 $ 22.22 Granted — — $ — Exercised (344,650 ) (65,908 ) $ 20.19 Forfeited or expired (59,707 ) — $ 21.15 Outstanding, December 31, 2021 921,469 — $ 23.20 3.8 years $ 21,035 Exercisable, December 31, 2021 608,373 — $ 22.96 3.4 years $ 14,056 Fair value information for options granted and the intrinsic value of options exercised are as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Weighted average grant-date fair value of options granted -- $ 12.10 $ 11.33 Total intrinsic value of options exercised $ 11,859 $ 7,292 $ 3,619 At December 31, 2021, total unrecognized share-based compensation expense relating to options was $3.2 million, with a weighted average remaining service period of 1.8 years. Restricted Share Units The following table summarizes RSU activity: Number of Restricted Share Units Service condition Performance condition Market condition Weighted average grant-date fair value per share Unvested, December 25, 2020 564,626 — — $ 24.09 Granted 286,365 9,716 14,572 $ 49.59 Vested (242,626 ) — — $ 24.20 Forfeited (49,055 ) — — $ 30.76 Unvested, December 31, 2021 559,310 9,716 14,572 $ 37.05 Fair value information for RSUs granted and vested is as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Weighted average grant-date fair value per share of RSUs granted $ 49.59 $ 24.50 $ 23.25 Total grant-date fair value of shares vested $ 5,871 $ 4,731 $ 2,217 At December 31, 2021, total unrecognized share-based compensation expense relating to RSUs was $17.6 million, with a weighted average remaining service period of 2.5 years. 2017 ESPP In May 2017, we adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”). The 2017 ESPP grants employees the ability to designate a portion of their base-pay to purchase ordinary shares at a price equal to 85% of the fair market value of our ordinary shares on the first or last day of each 6 month purchase period. Purchase periods begin on January 1 or July 1 and end on June 30 or December 31, or the next business day if such date is not a business day. Shares are purchased on the last day of the purchase period. As of December 31, 2021, 2.3 million ordinary shares remained eligible for issuance under the 2017 ESPP. The table below sets forth the weighted average assumptions used to measure the fair value of 2017 ESPP rights: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Weighted average expected term 0.5 years 0.5 years 0.5 years Risk-free interest rate 0.1% 0.7% 2.3% Dividend yield 0.0% 0.0% 0.0% Volatility 63.7% 60.1% 56.0% We recognize share-based compensation expense associated with the 2017 ESPP over the duration of the purchase period. We recognized $0.6 million, $0.4 million, and $0.3 million of share-based compensation expense associated with the 2017 ESPP during 2021, 2020, and 2019, respectively. At December 25, 2020, there was no unrecognized share-based compensation expense. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 12 – Segment Information Our Chief Operating Decision Maker, the Chief Executive Officer, reviews our results of operations on a consolidated level and executive staff is structured by function rather than by product category. Therefore, we operate in one operating segment. Key resources, decisions, and assessment of performance are also analyzed on a company‑wide level. Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia. Our principal markets include North America, Asia and, to a lesser degree, Europe. Sales by geographic area represent sales to unaffiliated customers. All information on sales by geographic area is based upon the location to which the products were shipped. The following table sets forth sales by geographic area: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 United States of America $ 544,109 $ 490,965 $ 329,037 Singapore 383,278 303,444 198,657 Europe 78,745 70,915 56,090 Other 90,785 48,912 37,053 Total net sales $ 1,096,917 $ 914,236 $ 620,837 The following table sets forth our two major customers, which comprised 85%, 87%, and 85% of net sales in 2021, 2020, and 2019, respectively: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Lam Research $ 579,009 $ 475,933 $ 319,144 Applied Materials $ 352,077 $ 316,082 $ 207,391 Foreign long-lived assets, exclusive of deferred tax assets, were $38.4 million and $31.5 million at December 31, 2021 and December 25, 2020, respectively. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 13 – Earnings per Share The following table sets forth the computation of our basic and diluted net income (loss) per share and a reconciliation of the numerator and denominator used in the calculation: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Numerator: Net income $ 70,899 $ 33,279 $ 10,729 Denominator: Basic weighted average ordinary shares outstanding 28,259,607 23,172,961 22,418,802 Dilutive effect of options 480,790 221,565 259,337 Dilutive effect of RSUs 237,357 61,761 85,603 Dilutive effect of ESPP 1,598 3,818 3,161 Diluted weighted average ordinary shares outstanding 28,979,352 23,460,105 22,766,903 Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1) 273,000 1,430,000 1,588,000 Earnings per share: Net income: Basic $ 2.51 $ 1.44 $ 0.48 Diluted $ 2.45 $ 1.42 $ 0.47 (1) Represents potentially dilutive options and RSUs that were excluded from the calculation of net income per share, because including them would have been antidilutive under the treasury stock method. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Operations of the Company | Organization and Operations of the Company Ichor Holdings, Ltd. and Subsidiaries (the “we”, “us”, “our”, “Company”) designs, develops, manufactures, and distributes gas and liquid delivery subsystems and components purchased by capital equipment manufacturers for use in the semiconductor markets. We are headquartered in Fremont, California and have operations in the United States, the United Kingdom, Singapore, Malaysia, Korea, and Mexico. On December 30, 2011, Ichor Systems Holdings, LLC consummated a sales transaction with Icicle Acquisition Holdings, LLC, a Delaware limited liability company. Shortly after consummation of the sale transaction, Icicle Acquisition Holdings, LLC changed its name to Ichor Holdings, LLC. In March 2012, Ichor Holdings, LLC completed a reorganization of its legal structure, forming Ichor Holdings, Ltd., a Cayman Islands entity. Ichor Holdings, Ltd. is now the reporting entity and the ultimate parent company of the operating entities. |
Basis of Presentation | Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to consolidated financial statements are in thousands, except per share amounts. |
Year End | Year End We use a 52‑ or 53‑week fiscal year ending on the last Friday in December. The years ended December 31, 2021, December 25, 2020, and December 27, 2019 were all 53 weeks, 52 weeks, and 52 weeks, respectively. All references to 2021, 2020, and 2019 are references to the fiscal years then ended. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include the fair value of assets and liabilities acquired in acquisitions, estimated useful lives for long‑lived assets, inventory valuation, uncertain tax positions, fair value assigned to stock options granted, and impairment analysis for both definite‑lived intangible assets and goodwill . |
Cash and Cash Equivalents and Marketable Securities | Cash and Cash Equivalents and Marketable Securities Cash and cash equivalents consist of deposits and financial instruments which are readily convertible into cash and have original maturities of 90 days or less at the time of acquisition. Marketable securities consist primarily of highly liquid investments with maturities of greater than 90 days when purchased. We classify our marketable securities as available-for-sale and, accordingly, report them at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss). Any unrealized losses which are considered to be other-than-temporary are recorded in other income (expense), net. Realized gains and losses on the sale of marketable securities are determined using the specific-identification method and recorded in other income (expense), net. Although we had marketable securities outstanding during 2021, we had no marketable securities outstanding as of December 31, 2021 or December 25, 2020. Available-for-sale investments are subject to a periodic impairment review. If an available-for-sale debt security’s fair value is less than its amortized cost basis, then we evaluate whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. Unrealized gains and losses not attributable to credit losses are included, net of tax, in accumulated other comprehensive income (loss). We have not recorded an allowance for credit losses in 2021. |
Revenue Recognition | Revenue Recognition We recognize revenue when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations. Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales. Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within twelve months. Product sales are recognized at a point-in-time, generally upon delivery, as such term is defined within the contract, as that is when control of the promised good has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under ASC 460, Guarantees , and not as a separate performance obligation . Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer but are generally due within 15 – 60 days |
Commitments and Contingencies | Commitments and Contingencies We are periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. The ultimate resolution of these actions is not expected to have a material adverse effect on our financial position or results of operations. |
Concentrations | Concentrations Financial instruments that subject us to credit risk consist of accounts receivable, accounts payable, and long-term debt. At December 31, 2021 and December 25, 2020, two customers represented, in the aggregate, approximately 60% and 73%, respectively, of the balance of accounts receivable. We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information. We require collateral, typically cash, in the normal course of business if customers do not meet the criteria established for offering credit. If the financial condition of our customers were to deteriorate and result in an impaired ability to make payments, additions to the allowance may be required. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded to income when received. Activity and balances related to our allowance for doubtful accounts was not significant during any period presented. We use qualified manufacturers to supply many components and subassemblies of our products. We obtain the majority of our components from a limited group of suppliers. A majority of the purchased components used in our products are customer specified. An interruption in the supply of a particular component would have a temporary adverse impact on our operating results. We maintain cash balances at both United States-based and foreign-based commercial banks. Cash balances in the United States exceed amounts that are insured by the Federal Deposit Insurance Corporation (FDIC). The majority of the cash maintained in foreign-based commercial banks is insured by the government where the foreign banking institutions are based. Cash held in foreign-based commercial banks totaled $41.5 million and $39.9 million at December 31, 2021 and December 25, 2020, respectively, and at times exceeds insured amounts. No losses have been incurred as of December 31, 2021 or December 25, 2020 for amounts exceeding the insured limits. |
Fair Value Measurements | Fair Value Measurements We estimate the fair value of financial assets and liabilities based upon comparison of such assets and liabilities to the current market values for instruments of a similar nature and degree of risk. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ▪ Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date ▪ Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability ▪ Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date There were no changes to our valuation techniques during 2021. We estimate the recorded value of our financial assets and liabilities approximates fair value at December 31, 2021 and December 25, 2020. We estimate the value of acquired intangible assets, on a nonrecurring basis, based on an income approach utilizing discounted cash flows. Under this approach, we estimate the future cash flows from our asset groups and discount the income stream to its present value to arrive at fair value. Future cash flows are based on recently prepared operating forecasts. Operating forecasts and cash flows include, among other things, revenue growth rates that are calculated based on management’s forecasted sales projections. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows includes a subject-company risk premium, an equity market risk premium, a beta, and a risk-free rate. As this approach contains unobservable inputs, the measurement of fair value for intangible assets is classified as Level 3. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. The majority of our inventory values are based upon standard costs. On a quarterly basis, we analyze the value of our inventory and periodically record write-downs for estimated excess and obsolete inventory. This analysis is based on estimated future consumption compared to inventory quantities on-hand. The estimate is based on how assumptions of historical consumption, recency of purchases, backlog, and other factors indicate future consumption. Once the value of inventory is adjusted, the original cost of our inventory, less the write-down, represents its new cost basis. Reversal of these write-downs are recognized only when the related inventory has been scrapped or sold |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Estimated useful lives of property & equipment Machinery 5-10 years Leasehold improvements 10 years Computer software, hardware, and equipment 3-5 years Office furniture, fixtures, and equipment 5-7 years Vehicles 5 years Maintenance and repairs that neither add material value to the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in selling, general, and administrative expenses on the consolidated statements of operations. |
Leases | Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. |
Long-Lived Assets | Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset group, a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group. The projections are based on assumptions, judgments, and estimates of revenue growth rates for the related business; anticipated future economic, regulatory, and political conditions; the assignment of discount rates relative to risk; and estimates of terminal values. During 2021, 2020, and 2019, we did not identify any triggering events that would indicate impairment. |
Intangible Assets | Intangible Assets We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the following estimated useful lives: Estimated useful lives of intangible assets Trademarks 10 years Customer relationships 6-10 years Developed technology 7-10 years |
Goodwill | Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. We first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying a quantitative goodwill impairment test. Under the quantitative test, the fair value of the reporting unit is compared to its carrying value and an impairment loss is recognized for any excess of carrying amount over the reporting unit’s fair value. Fair value of the reporting unit is determined using a discounted cash flow analysis. For purposes of testing goodwill for impairment, we have concluded that we operate as one reporting unit. We performed a qualitative goodwill assessment at December 31, 2021 and December 25, 2020. This assessment indicated that it was more likely than not our reporting unit’s fair value exceeded its carrying value. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. |
Share-Based Payments | Share-Based Payments We use the Black-Scholes option-pricing model to value awards on the date of grant. We use the simplified method to estimate the expected term of share-based awards for all periods as we do not have sufficient history to estimate the weighted average expected term. The risk-free interest rate is based on the U.S. Treasury rates in effect on the corresponding date of grant. Estimated volatility is based on the historical volatility of ours and similar entities’ publicly traded shares. |
Income Taxes | Income Taxes We recognize deferred income taxes using the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense for the current year differs from the statutory rate primarily as a result of the impact of foreign operations and discrete tax benefits recorded in connection with our historical acquisitions and stock option exercises. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in our consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We recognize interest and penalties as a component of income tax expense. |
Foreign Operations | Foreign Operations The functional currency of our international operations is the U.S. dollar. Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other expense (income), net on our consolidated statements of operations. Substantially all of our sales contracts, and most of our agreements with third-party suppliers, provide for pricing and payment in U.S. dollars. Accordingly, these transactions are not subject to material exchange rate fluctuations. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In June 2016, the FASB issued ASU 2016‑13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. We adopted the standard on the first day of 2020, and the adoption did not have a significant impact on our financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The new guidance clarifies the accounting for implementation costs in cloud computing arrangements. We adopted the standard on the first day of 2020. During the 2020, we incurred capitalizable implementation costs of approximately $4.4 million in connection with our implementation of a new company-wide ERP system that is classified as a hosting arrangement that is a service contract. Accordingly, these costs are included in Other noncurrent assets on our consolidated balance sheet as of December 25, 2020. Additionally, our cash provided by operating activities for 2020 includes $3.3 million in cash outflows associated with these capitalized implementation costs. As the ERP system was not yet in-service as of December 25, 2020, there was no amortization expense recognized during 2020. In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes Accounting Pronouncements Recently Issued In October 2021, the FASB issued ASU No. 2021‑08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) . This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASU should be applied prospectively. Early adoption is also permitted, including adoption in an interim period. If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption. This ASU is currently not expected to have a material impact on our consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Property Plant and Equipment Estimated Useful Lives | Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Estimated useful lives of property & equipment Machinery 5-10 years Leasehold improvements 10 years Computer software, hardware, and equipment 3-5 years Office furniture, fixtures, and equipment 5-7 years Vehicles 5 years |
Schedule of Finite Lived Intangible Assets Useful Lives | We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the following estimated useful lives: Estimated useful lives of intangible assets Trademarks 10 years Customer relationships 6-10 years Developed technology 7-10 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The following table presents the preliminary purchase price allocation as of November 19, 2021. As of December 31, 2021, total acquisition consideration remains preliminary, as we are still finalizing the working capital adjustment component of final purchase price under the merger agreement. Preliminary Allocation November 19, 2021 Cash acquired $ 1,234 Accounts receivable 8,559 Inventories 12,128 Prepaid expenses and other current assets 579 Property and equipment 33,067 Operating lease right-of-use assets 14,509 Intangible assets 65,000 Goodwill 161,015 Accounts payable (3,853 ) Accrued expenses (5,620 ) Other current liabilities (2,109 ) Lease liabilities (14,509 ) Total acquisition consideration $ 270,000 |
Summary of Pro Forma Results of Operations | The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved or of results that may occur in the future. Year Ended December 31, 2021 December 25, 2020 Net sales $ 1,156,619 $ 962,642 Net income $ 74,531 $ 26,048 Net income per share: Basic $ 2.64 $ 1.12 Diluted $ 2.57 $ 1.11 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 31, 2021 December 25, 2020 Raw materials $ 159,366 $ 88,015 Work in process 62,537 38,184 Finished goods 28,281 21,299 Excess and obsolete adjustment (14,051 ) (12,742 ) Total inventories $ 236,133 $ 134,756 |
Summary of changes to company's excess and obsolete adjustment | The following table presents changes to our excess and obsolete adjustment: Excess and obsolete adjustment Balance at December 28, 2018 $ (7,692 ) Charge to cost of sales (1,086 ) Disposition of inventory 961 Balance at December 27, 2019 (7,817 ) Charge to cost of sales (4,649 ) Disposition of inventory (276 ) Balance at December 25, 2020 (12,742 ) Charge to cost of sales (1,942 ) Disposition of inventory 633 Balance at December 31, 2021 $ (14,051 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 31, 2021 December 25, 2020 Machinery $ 80,953 $ 37,196 Leasehold improvements 36,706 29,616 Computer software, hardware, and equipment 8,031 6,501 Office furniture, fixtures and equipment 1,168 1,166 Vehicles 284 75 Construction-in-process 8,565 5,483 135,707 80,037 Less accumulated depreciation (50,503 ) (38,226 ) Total property and equipment, net $ 85,204 $ 41,811 |
Summary of Capitalized Cloud Computing Implementation Cost | The following table summarizes capitalized cloud computing implementation costs: Capitalized cloud computing implementation costs as of December 27, 2019 $ — Costs capitalized during the period 4,366 Capitalized costs amortized during the period — Capitalized cloud computing implementation costs as of December 25, 2020 4,366 Costs capitalized during the period 3,992 Capitalized costs amortized during the period (304 ) Capitalized cloud computing implementation costs as of December 31, 2021 $ 8,054 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-Lived Intangible Assets | Definite-lived intangible assets consist of the following: December 31, 2021 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Customer relationships 146,569 (65,953 ) — 80,616 8.7 years Developed technology 11,047 (3,483 ) — 7,564 10.0 years Order backlog 2,600 (853 ) — 1,747 6 months Total intangible assets $ 160,216 $ (70,289 ) $ — $ 89,927 December 25, 2020 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ (8,717 ) $ — $ 973 10.0 years Customer relationships 84,169 (53,946 ) — 30,223 7.8 years Developed technology 11,047 (2,398 ) — 8,649 10.0 years Total intangible assets $ 104,906 $ (65,061 ) $ — $ 39,845 |
Estimated Amortization Expense of Intangible Assets | Future projected annual amortization expense consists of the following: Future amortization expense 2022 $ 17,763 2023 14,803 2024 8,435 2025 8,311 2026 7,730 Thereafter 32,885 $ 89,927 |
Schedule of Changes in Goodwill | The following tables present the changes to goodwill: Goodwill Balance at December 28, 2018 $ 173,010 Acquisitions — Balance at December 27, 2019 173,010 Acquisitions 1,877 Balance at December 25, 2020 174,887 Acquisitions 161,015 Balance at December 31, 2021 $ 335,902 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 25, 2020 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Operating lease cost $ 5,763 $ 5,397 $ 5,420 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,477 $ 5,574 $ 5,220 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: December 31, 2021 December 25, 2020 Weighted-average remaining lease term of operating leases 5.8 years 2.3 years Weighted-average discount rate of operating leases 2.4% 4.5% |
Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows 2022 $ 7,633 2023 5,401 2024 4,550 2025 4,230 2026 3,737 Thereafter 6,292 Total future minimum lease payments 31,843 Less imputed interest (1,856 ) Total lease liabilities $ 29,987 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income from continuing operations before tax | Income before tax was as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 United States $ 13,435 $ (2,558 ) $ (20,993 ) Foreign 60,321 34,849 25,268 Income before tax $ 73,756 $ 32,291 $ 4,275 |
Schedule of significant components of income tax expense (benefit) from continuing operations | Significant components of income tax expense (benefit) consist of the following: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Current: Federal $ 430 $ (1,103 ) $ (812 ) State 1,524 341 649 Foreign 2,766 1,461 868 Total current tax expense 4,720 699 705 Deferred: Federal (889 ) (1,321 ) (5,315 ) State (771 ) (196 ) (1,218 ) Foreign (203 ) (170 ) (626 ) Total deferred tax benefit (1,863 ) (1,687 ) (7,159 ) Income tax expense (benefit) $ 2,857 $ (988 ) $ (6,454 ) |
Summary of reconciliation of income tax computed at U.S. federal statutory tax rates to income tax expense (benefit) from continuing operations | The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax expense (benefit) consist of the following: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Effective rate reconciliation: U.S. federal tax expense $ 15,489 $ 6,781 $ 898 State income taxes, net 577 105 (523 ) Permanent items 680 298 (75 ) Foreign rate differential (1,897 ) (1,325 ) (1,051 ) Tax holiday (9,653 ) (5,911 ) (4,582 ) Credits (1,647 ) (1,411 ) (918 ) Tax contingencies 482 80 (830 ) Share-based compensation (2,640 ) (1,002 ) (285 ) Withholding tax 1,044 819 554 Other, net 385 330 201 Valuation allowance 37 248 157 Income tax expense (benefit) $ 2,857 $ (988 ) $ (6,454 ) |
Schedule of deferred income tax assets and liabilities from continuing operations | Deferred income tax assets and liabilities consist of the following: December 31, 2021 December 25, 2020 Deferred tax assets: Inventory $ 4,643 $ 3,836 Share-based compensation 2,551 2,266 Accrued payroll 2,140 2,370 Net operating loss carryforwards 816 873 Tax credits 5,103 7,943 Intercompany interest 1,907 1,689 Operating lease liabilities 7,450 2,616 Other assets 755 414 Deferred tax assets 25,365 22,007 Valuation allowance (556 ) (518 ) Total deferred tax assets 24,809 21,489 Deferred tax liabilities: Intangible assets (3,265 ) (7,344 ) Property, plant and equipment (5,928 ) (5,273 ) Operating lease right-of-use assets (7,409 ) (2,568 ) Other liabilities (129 ) (89 ) Total deferred tax liabilities (16,731 ) (15,274 ) Net deferred tax asset $ 8,078 $ 6,215 |
Summarizes activity related to company's unrecognized tax benefits | The following table summarizes the activity related to our unrecognized tax benefits: Unrecognized tax benefits Balance at December 28, 2018 $ 2,256 Increase related to current year tax positions 380 Increase related to prior year tax positions 8 Decrease in tax positions related to lapse of statute of limitations and settlements (784 ) Balance at December 27, 2019 1,860 Increase related to current year tax positions 378 Increase related to prior year tax positions 484 Decrease in tax positions related to lapse of statute of limitations (232 ) Balance at December 25, 2020 2,490 Increase related to current year tax positions 597 Decrease in tax positions related to lapse of statute of limitations (92 ) Balance at December 31, 2021 $ 2,995 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: December 31, 2021 December 25, 2020 Term loan $ 150,000 $ 153,125 Revolving credit facility 145,000 49,162 Total principal amount of long-term debt 295,000 202,287 Less unamortized debt issuance costs (2,247 ) (2,015 ) Total long-term debt, net 292,753 200,272 Less current portion (7,500 ) (8,750 ) Total long-term debt, less current portion, net $ 285,253 $ 191,522 |
Schedule of Maturities Long-Term Debt | Maturities of long-term debt consist of the following: Future maturities of long-term debt 2022 $ 7,500 2023 7,500 2024 7,500 2025 7,500 2026 265,000 Total $ 295,000 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Share Repurchases | The following tables details our share repurchases for the periods indicated: Total Number of Shares Repurchased Total Cost of Repurchase Average Price Paid per Share Amount Available Under Repurchase Program Amount available at December 28, 2018 $ 10,021 Quarter ended March 29, 2019 97,910 1,599 $ 16.33 $ 8,421 Quarter ended June 28, 2019 — — $ — $ 8,421 Quarter ended September 27, 2019 — — $ — $ 8,421 Quarter ended December 27, 2019 — — $ — $ 8,421 Year ended December 27, 2019 97,910 $ 1,599 $ 16.33 $ 8,421 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Assumptions Used for Estimating Fair Value of Options | The table below sets forth the weighted average assumptions used to measure the fair value of options granted: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Weighted average expected term -- 5 years 5 years Risk-free interest rate -- 0.5% 2.1% Dividend yield -- 0.0% 0.0% Volatility -- 61.5% 55.3% |
Schedule of Option Activity | The following table summarizes option activity: Number of Stock Options Service condition Performance condition Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value Outstanding, December 25, 2020 1,325,826 65,908 $ 22.22 Granted — — $ — Exercised (344,650 ) (65,908 ) $ 20.19 Forfeited or expired (59,707 ) — $ 21.15 Outstanding, December 31, 2021 921,469 — $ 23.20 3.8 years $ 21,035 Exercisable, December 31, 2021 608,373 — $ 22.96 3.4 years $ 14,056 |
Schedule of Fair Value of Options Granted and Intrinsic Value of Options Exercised | Fair value information for options granted and the intrinsic value of options exercised are as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Weighted average grant-date fair value of options granted -- $ 12.10 $ 11.33 Total intrinsic value of options exercised $ 11,859 $ 7,292 $ 3,619 |
Schedule of RSU Activity | The following table summarizes RSU activity: Number of Restricted Share Units Service condition Performance condition Market condition Weighted average grant-date fair value per share Unvested, December 25, 2020 564,626 — — $ 24.09 Granted 286,365 9,716 14,572 $ 49.59 Vested (242,626 ) — — $ 24.20 Forfeited (49,055 ) — — $ 30.76 Unvested, December 31, 2021 559,310 9,716 14,572 $ 37.05 |
Schedule of Fair Value Information for RSUs Granted and Vested | Fair value information for RSUs granted and vested is as follows: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Weighted average grant-date fair value per share of RSUs granted $ 49.59 $ 24.50 $ 23.25 Total grant-date fair value of shares vested $ 5,871 $ 4,731 $ 2,217 |
2017 Employee Stock Purchase Plan | |
Schedule of Weighted Average Assumption used to Measure Fair Value | The table below sets forth the weighted average assumptions used to measure the fair value of 2017 ESPP rights: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Weighted average expected term 0.5 years 0.5 years 0.5 years Risk-free interest rate 0.1% 0.7% 2.3% Dividend yield 0.0% 0.0% 0.0% Volatility 63.7% 60.1% 56.0% |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Sales By Geographic Area | The following table sets forth sales by geographic area: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 United States of America $ 544,109 $ 490,965 $ 329,037 Singapore 383,278 303,444 198,657 Europe 78,745 70,915 56,090 Other 90,785 48,912 37,053 Total net sales $ 1,096,917 $ 914,236 $ 620,837 |
Summary of Segment Information Major Customers | The following table sets forth our two major customers, which comprised 85%, 87%, and 85% of net sales in 2021, 2020, and 2019, respectively: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Lam Research $ 579,009 $ 475,933 $ 319,144 Applied Materials $ 352,077 $ 316,082 $ 207,391 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of our basic and diluted net income (loss) per share and a reconciliation of the numerator and denominator used in the calculation: Year Ended December 31, 2021 December 25, 2020 December 27, 2019 Numerator: Net income $ 70,899 $ 33,279 $ 10,729 Denominator: Basic weighted average ordinary shares outstanding 28,259,607 23,172,961 22,418,802 Dilutive effect of options 480,790 221,565 259,337 Dilutive effect of RSUs 237,357 61,761 85,603 Dilutive effect of ESPP 1,598 3,818 3,161 Diluted weighted average ordinary shares outstanding 28,979,352 23,460,105 22,766,903 Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1) 273,000 1,430,000 1,588,000 Earnings per share: Net income: Basic $ 2.51 $ 1.44 $ 0.48 Diluted $ 2.45 $ 1.42 $ 0.47 (1) Represents potentially dilutive options and RSUs that were excluded from the calculation of net income per share, because including them would have been antidilutive under the treasury stock method. |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)CustomerSegment | Dec. 25, 2020USD ($)Customer | |
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Original maturities acquisition period | 90 days | |
Investment Maturity Period | 90 days | |
Marketable securities | $ 0 | $ 0 |
Allowance for credit losses | $ 0 | |
Number of reporting units | Segment | 1 | |
Percentage threshold of likelihood of tax positions being realized upon settlement with taxing authority | 50.00% | |
Amortization cost on hosting arrangement service contract | $ 304,000 | |
ERP System | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Capitalizable implementation cost on hosting arrangement contract | 4,400 | |
Payments for capitalized implementation cost on hosting arrangement contract | 3,300 | |
Amortization cost on hosting arrangement service contract | 0 | |
Accounting Standards Update 2016-13 | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |
Change in accounting principle, accounting standards update, immaterial effect | true | |
Accounting Standards Update 2018-15 | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2020 | |
Accounting Standards Update 2019-12 | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 | |
Change in accounting principle, accounting standards update, immaterial effect | true | |
Foreign | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Cash held in foreign-based commercial banks | $ 41,500,000 | 39,900,000 |
Losses incurred exceeding the insured limits | $ 0 | $ 0 |
Accounts Receivable | Customer Concentration Risk | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Number of customers | Customer | 2 | 2 |
Accounts Receivable | Customer Concentration Risk | Two Customers | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Concentration of credit risk, Percentage | 60.00% | 73.00% |
Minimum | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Extended product warranty period | 1 year | |
Payment terms, due period | 15 days | |
Maximum | ||
Organization And Summary Of Significant Accounting Policies [Line Items] | ||
Extended product warranty period | 2 years | |
Payment terms, due period | 60 days |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Additional Information (Details 1) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |
Performance obligation satisfaction period | 12 months |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Property Plant And Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 10 years |
Vehicles | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 5 years |
Minimum | Machinery | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 5 years |
Minimum | Office Furniture, Fixtures and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 5 years |
Maximum | Machinery | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 10 years |
Maximum | Office Furniture, Fixtures and Equipment | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 7 years |
Computer Software, Hardware and Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 3 years |
Computer Software, Hardware and Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of property & equipment | 5 years |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Schedule of Finite Lived Intangible Assets Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Trademarks | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Customer Relationships | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 6 years |
Customer Relationships | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Developed Technology | Minimum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 7 years |
Developed Technology | Maximum | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | Nov. 19, 2021 | Dec. 01, 2020 | Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | Dec. 28, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 335,902 | $ 174,887 | $ 173,010 | $ 173,010 | ||
IMG Companies, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition amount | $ 270,000 | |||||
Transaction costs incurred | 4,400 | |||||
Net sales attributable to acquiree included in statement of operations | 7,300 | |||||
IMG Companies, LLC | Fair Value Adjustment to Inventory | ||||||
Business Acquisition [Line Items] | ||||||
Preliminary purchase price allocation charge to cost of sales | 1,400 | |||||
IMG Companies, LLC | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Allocated intangible assets | $ 62,400 | |||||
Weighted average amortization period | 10 years | |||||
IMG Companies, LLC | Order Backlog | ||||||
Business Acquisition [Line Items] | ||||||
Allocated intangible assets | $ 2,600 | |||||
Weighted average amortization period | 6 months | |||||
Precision Machining Operation | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition amount | $ 5,000 | |||||
Tangible operating assets | 2,000 | |||||
Goodwill | 1,900 | |||||
Precision Machining Operation | Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Allocated intangible assets | $ 1,200 | |||||
Weighted average amortization period | 6 years |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Nov. 19, 2021 | Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | Dec. 28, 2018 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 335,902 | $ 174,887 | $ 173,010 | $ 173,010 | |
IMG Companies, LLC | |||||
Business Acquisition [Line Items] | |||||
Total acquisition consideration | $ 270,000 | ||||
IMG Companies, LLC | Preliminary Allocation | |||||
Business Acquisition [Line Items] | |||||
Cash acquired | 1,234 | ||||
Accounts receivable | 8,559 | ||||
Inventories | 12,128 | ||||
Prepaid expenses and other current assets | 579 | ||||
Property and equipment | 33,067 | ||||
Operating lease right-of-use assets | 14,509 | ||||
Intangible assets | 65,000 | ||||
Goodwill | 161,015 | ||||
Accounts payable | (3,853) | ||||
Accrued expenses | (5,620) | ||||
Other current liabilities | (2,109) | ||||
Lease liabilities | (14,509) | ||||
Total acquisition consideration | $ 270,000 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 25, 2020 | |
Business Combinations [Abstract] | ||
Net sales | $ 1,156,619 | $ 962,642 |
Net income | $ 74,531 | $ 26,048 |
Net income per share: | ||
Basic | $ 2.64 | $ 1.12 |
Diluted | $ 2.57 | $ 1.11 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 25, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 159,366 | $ 88,015 |
Work in process | 62,537 | 38,184 |
Finished goods | 28,281 | 21,299 |
Excess and obsolete adjustment | (14,051) | (12,742) |
Total inventories | $ 236,133 | $ 134,756 |
Inventories - Changes to Compan
Inventories - Changes to Company's excess and obsolete adjustment (Detail) - Excess and obsolete adjustment - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Inventory [Line Items] | |||
Beginning Balance | $ (12,742) | $ (7,817) | $ (7,692) |
Charge to cost of sales | (1,942) | (4,649) | (1,086) |
Disposition of inventory | 633 | (276) | 961 |
Ending Balance | $ (14,051) | $ (12,742) | $ (7,817) |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 25, 2020 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 135,707 | $ 80,037 |
Less accumulated depreciation | (50,503) | (38,226) |
Total property and equipment, net | 85,204 | 41,811 |
Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 80,953 | 37,196 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 36,706 | 29,616 |
Office Furniture, Fixtures and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,168 | 1,166 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 284 | 75 |
Construction-In-Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,565 | 5,483 |
Computer Software, Hardware and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,031 | $ 6,501 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 11.1 | $ 10.9 | $ 8.9 |
Property and Equipment - Summ_2
Property and Equipment - Summary of Capitalized Cloud Computing Implementation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 25, 2020 | |
Property Plant And Equipment [Abstract] | ||
Capitalized cloud computing implementation costs | $ 4,366 | |
Costs capitalized during the period | 3,992 | $ 4,366 |
Capitalized costs amortized during the period | (304) | |
Capitalized cloud computing implementation costs | $ 8,054 | $ 4,366 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 25, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 160,216 | $ 104,906 |
Accumulated amortization | (70,289) | (65,061) |
Carrying amount | $ 89,927 | 39,845 |
Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | 9,690 | |
Accumulated amortization | (8,717) | |
Carrying amount | $ 973 | |
Weighted average useful life | 10 years | |
Trademarks | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 146,569 | $ 84,169 |
Accumulated amortization | (65,953) | (53,946) |
Carrying amount | $ 80,616 | $ 30,223 |
Customer Relationships | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 8 years 8 months 12 days | 7 years 9 months 18 days |
Customer Relationships | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 6 years | |
Customer Relationships | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | |
Developed Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 11,047 | $ 11,047 |
Accumulated amortization | (3,483) | (2,398) |
Carrying amount | $ 7,564 | $ 8,649 |
Developed Technology | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | 10 years |
Developed Technology | Minimum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 7 years | |
Developed Technology | Maximum | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | |
Order Backlog | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 2,600 | |
Accumulated amortization | (853) | |
Carrying amount | $ 1,747 | |
Order Backlog | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 6 months |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 25, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2022 | $ 17,763 | |
2023 | 14,803 | |
2024 | 8,435 | |
2025 | 8,311 | |
2026 | 7,730 | |
Thereafter | 32,885 | |
Carrying amount | $ 89,927 | $ 39,845 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 25, 2020 | |
Goodwill [Roll Forward] | ||
Goodwill balance | $ 174,887 | $ 173,010 |
Acquisitions | 161,015 | 1,877 |
Goodwill balance | $ 335,902 | $ 174,887 |
Leases - Additional Information
Leases - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Operatinglease | |
Leases [Abstract] | |
Non-cancellable net operating lease expiration year | 2031 |
Lessee, operating lease, not yet commenced, description | As of December 31, 2021, we had one operating leases executed for which the rental period had not yet commenced. |
Number of operating lease executed | 1 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 5,763 | $ 5,397 | $ 5,420 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 5,477 | $ 5,574 | $ 5,220 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) | Dec. 31, 2021 | Dec. 25, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term of operating leases | 5 years 9 months 18 days | 2 years 3 months 18 days |
Weighted-average discount rate of operating leases | 2.40% | 4.50% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-Cancellable Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 7,633 |
2023 | 5,401 |
2024 | 4,550 |
2025 | 4,230 |
2026 | 3,737 |
Thereafter | 6,292 |
Total future minimum lease payments | 31,843 |
Less imputed interest | (1,856) |
Total lease liabilities | $ 29,987 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | Dec. 28, 2018 | |
Income Taxes [Line Items] | ||||
Refund claim from carry back of net operating loss | $ 1,000 | |||
Operating loss carryforwards, federal | $ 0 | |||
Operating loss carryforwards, state | 4,800 | |||
Operating loss carryforwards, foreign | 2,100 | |||
Foreign tax credits | 600 | |||
Tax holiday | 9,653 | 5,911 | $ 4,582 | |
Unrecognized tax benefits for uncertain tax positions | 2,995 | 2,490 | 1,860 | $ 2,256 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 1,500 | |||
Decrease in unrecognized tax benefits is reasonably possible | 100 | |||
Unrecognized tax benefits, income tax penalties | 500 | |||
Unrecognized tax benefits, interest on income taxes expense | 0 | |||
Other Non-current Liabilities | ||||
Income Taxes [Line Items] | ||||
Unrecognized tax benefits for uncertain tax positions | 3,000 | |||
Singapore | ||||
Income Taxes [Line Items] | ||||
Tax holiday | 9,700 | $ 5,900 | $ 4,600 | |
Federal | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward amount | 2,900 | |||
State | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward amount | $ 0 | |||
Maximum | ||||
Income Taxes [Line Items] | ||||
CARES act of 2020, net operating loss carryback period | 5 years | 5 years | 5 years |
Income Taxes - Summary of Infor
Income Taxes - Summary of Information on Company's Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
United States | $ 13,435 | $ (2,558) | $ (20,993) |
Foreign | 60,321 | 34,849 | 25,268 |
Income before income taxes | $ 73,756 | $ 32,291 | $ 4,275 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Income Tax Expense (Benefit) From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Current: | |||
Federal | $ 430 | $ (1,103) | $ (812) |
State | 1,524 | 341 | 649 |
Foreign | 2,766 | 1,461 | 868 |
Total current tax expense | 4,720 | 699 | 705 |
Deferred: | |||
Federal | (889) | (1,321) | (5,315) |
State | (771) | (196) | (1,218) |
Foreign | (203) | (170) | (626) |
Total deferred tax benefit | (1,863) | (1,687) | (7,159) |
Income tax expense (benefit) | $ 2,857 | $ (988) | $ (6,454) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax at Federal Statutory Tax Rates to Income Tax Expense (Benefit) From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Effective rate reconciliation: | |||
U.S. federal tax expense | $ 15,489 | $ 6,781 | $ 898 |
State income taxes, net | 577 | 105 | (523) |
Permanent items | 680 | 298 | (75) |
Foreign rate differential | (1,897) | (1,325) | (1,051) |
Tax holiday | (9,653) | (5,911) | (4,582) |
Credits | (1,647) | (1,411) | (918) |
Tax contingencies | 482 | 80 | (830) |
Share-based compensation | (2,640) | (1,002) | (285) |
Withholding tax | 1,044 | 819 | 554 |
Other, net | 385 | 330 | 201 |
Valuation allowance | 37 | 248 | 157 |
Income tax expense (benefit) | $ 2,857 | $ (988) | $ (6,454) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 25, 2020 |
Deferred tax assets: | ||
Inventory | $ 4,643 | $ 3,836 |
Share-based compensation | 2,551 | 2,266 |
Accrued payroll | 2,140 | 2,370 |
Net operating loss carryforwards | 816 | 873 |
Tax credits | 5,103 | 7,943 |
Intercompany interest | 1,907 | 1,689 |
Operating lease liabilities | 7,450 | 2,616 |
Other assets | 755 | 414 |
Deferred tax assets | 25,365 | 22,007 |
Valuation allowance | (556) | (518) |
Total deferred tax assets | 24,809 | 21,489 |
Deferred tax liabilities: | ||
Intangible assets | (3,265) | (7,344) |
Property, plant and equipment | (5,928) | (5,273) |
Operating lease right-of-use assets | (7,409) | (2,568) |
Other liabilities | (129) | (89) |
Total deferred tax liabilities | (16,731) | (15,274) |
Net deferred tax asset | $ 8,078 | $ 6,215 |
Income Taxes - Summary of the A
Income Taxes - Summary of the Activity Related to Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Beginning balance | $ 2,490 | $ 1,860 | $ 2,256 |
Increase related to current year tax positions | 597 | 378 | 380 |
Increase related to prior year tax positions | 484 | 8 | |
Decrease in tax positions related to lapse of statute of limitations and settlements | (92) | (232) | (784) |
Ending balance | $ 2,995 | $ 2,490 | $ 1,860 |
Employee Benefit Programs - Add
Employee Benefit Programs - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of maximum annual contributions per employee | 50.00% | 50.00% | 50.00% |
Percentage of eligible employee receive discretionary matching contribution | 50.00% | 50.00% | 50.00% |
Employee matching contributions | $ 2.2 | $ 1.9 | $ 1.5 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of maximum annual contributions per employee | 4.00% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 25, 2020 |
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | $ 295,000 | $ 202,287 |
Less unamortized debt issuance costs | (2,247) | (2,015) |
Total long-term debt, net | 292,753 | 200,272 |
Less current portion | (7,500) | (8,750) |
Total long-term debt, less current portion, net | 285,253 | 191,522 |
Term Loan | ||
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | 150,000 | 153,125 |
Revolving Credit Facility | ||
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | $ 145,000 | $ 49,162 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of long Term Debt Consist (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 25, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 7,500 | |
2023 | 7,500 | |
2024 | 7,500 | |
2025 | 7,500 | |
2026 | 265,000 | |
Total | $ 295,000 | $ 202,287 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) $ in Thousands | Oct. 29, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 25, 2020USD ($) | Dec. 27, 2019 |
Line Of Credit Facility [Line Items] | ||||
Weighted average interest rate across all credit facilities | 2.74% | 3.75% | 4.78% | |
Principal amount of long-term debt | $ 295,000 | $ 202,287 | ||
Loss on extinguishment of debt | 737 | |||
Term Loan | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of long-term debt | 150,000 | 153,125 | ||
Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of long-term debt | $ 145,000 | $ 49,162 | ||
Credit Agreement | ||||
Line Of Credit Facility [Line Items] | ||||
Debt issuance costs | $ 1,900 | |||
Fixed charge coverage ratio | 1.25% | |||
Description of interest rate | The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5%, or iii) the BSBY Rate plus 1.00%. The applicable margin on Base Rate and BSBY Rate loans is 0.375‑1.375% and 1.375‑2.375% per annum, respectively, depending on our leverage ratio. | |||
Credit Agreement | Federal Funds Effective Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Credit Agreement | BSBY Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 1.00% | |||
Frequency of interest payment | last day of the applicable interest period, or quarterly for applicable interest periods longer than 3 months | |||
Credit Agreement | Base Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Frequency of interest payment | quarterly | |||
Credit Agreement | Maximum | ||||
Line Of Credit Facility [Line Items] | ||||
Consolidated leverage ratio | 4 | |||
Credit Agreement | Maximum | BSBY Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Additional basis spread on variable rate | 2.375% | |||
Credit Agreement | Maximum | Base Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Additional basis spread on variable rate | 1.375% | |||
Credit Agreement | Minimum | ||||
Line Of Credit Facility [Line Items] | ||||
Consolidated leverage ratio | 3.50 | |||
Credit Agreement | Minimum | BSBY Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Additional basis spread on variable rate | 1.375% | |||
Credit Agreement | Minimum | Base Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Additional basis spread on variable rate | 0.375% | |||
Credit Agreement | Term Loan | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of long-term debt | $ 150,000 | |||
Credit facility, periodic principal payments | $ 1,900 | |||
Credit facility, frequency of principal payments | quarterly | |||
Credit Agreement | Term Loan | BSBY Rate | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate | 1.81% | |||
Credit Agreement | Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of long-term debt | $ 250,000 | |||
Credit Agreement | Revolving Credit Facility | Maximum | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage of commitment fee on unused portion of revolver | 0.35% | |||
Credit Agreement | Revolving Credit Facility | Minimum | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage of commitment fee on unused portion of revolver | 0.175% | |||
Credit Agreement | Term Loan And Revolving Credit Facility | ||||
Line Of Credit Facility [Line Items] | ||||
Loss on extinguishment of debt | $ 700 | |||
Principal payments maturity date | Oct. 29, 2026 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Dec. 14, 2020 | Aug. 31, 2018 | Dec. 25, 2020 | Feb. 28, 2018 |
Shareholders Equity [Line Items] | ||||
Net proceeds from public offering | $ 139,372 | |||
Share repurchase program, authorized amount | $ 50,000 | |||
Increase in stock repurchase program authorized amount | $ 50,000 | |||
Underwritten Public Offering | ||||
Shareholders Equity [Line Items] | ||||
Ordinary shares issued | 4.6 | |||
Net proceeds from public offering | $ 139,400 | |||
Underwriting discount per share | $ 1.35 | |||
Incremental offering expenses | $ 500 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Share Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 29, 2019 | Dec. 27, 2019 | Sep. 27, 2019 | Jun. 28, 2019 | Dec. 28, 2018 | |
Equity [Abstract] | |||||
Total Number of Shares Repurchased | 97,910 | 97,910 | |||
Total Cost of Repurchase | $ 1,599 | $ 1,599 | |||
Average Price Paid per Share | $ 16.33 | $ 16.33 | |||
Amount Available Under Repurchase Program | $ 8,421 | $ 8,421 | $ 8,421 | $ 8,421 | $ 10,021 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | Jan. 06, 2020 | May 31, 2017 | Mar. 31, 2012 | Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | Dec. 30, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation expense for Options, RSUs and employee share purchase rights across all plans | $ 11,500,000 | $ 9,900,000 | $ 8,500,000 | ||||
Share-based compensation arrangement by share-based payment award, plan modification, description | On November 12, 2019, in connection with the transition of our former Chief Executive Officer to Executive Chairman, the Compensation Committee of the Board of Directors modified all outstanding equity awards such that the next 18 months of vesting events would be pulled forward and become immediately vested on January 6, 2020. | ||||||
Vesting period of equity awards pulled forward and vested immediately | 18 months | ||||||
Share-based compensation | $ 11,473,000 | 9,875,000 | 8,537,000 | ||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 3,200,000 | ||||||
Weighted average remaining service period | 1 year 9 months 18 days | ||||||
Accounting Standards Update 2016-09 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation | $ 1,400,000 | ||||||
Employee Stock Option | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of stock options vested | 98,825 | ||||||
Restricted Stock | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of restricted shares vested | 60,721 | ||||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 17,600,000 | ||||||
Weighted average remaining service period | 2 years 6 months | ||||||
The 2016 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Ordinary shares reserved for issuance | 1,888,000 | ||||||
Percentage of outstanding ordinary shares | 2.00% | ||||||
Share-based compensation arrangement by share-based payment award, expiration period | 7 years | ||||||
Awards vesting percentage | 25.00% | ||||||
Award vesting description | Vesting of options and RSUs generally occurs 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. | ||||||
Awards vesting period | 3 years | ||||||
The 2012 Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, expiration period | 7 years | ||||||
Awards vesting percentage | 25.00% | ||||||
Award vesting description | Vesting of options and RSUs generally occurred 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. | ||||||
Awards vesting period | 3 years | ||||||
Issuances of equity based awards | 0 | ||||||
2017 Employee Stock Purchase Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based compensation expense for Options, RSUs and employee share purchase rights across all plans | $ 600,000 | $ 400,000 | $ 300,000 | ||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 0 | ||||||
Purchase price equal to percentage of fair market value of ordinary shares | 85.00% | ||||||
2017 Employee Stock Purchase Plan | Ordinary Shares | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Ordinary shares remained eligible for issuance | 2,300,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock Options Valuation Assumptions (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Weighted average expected term | 0 years | 5 years | 5 years |
Risk-free interest rate | 0.50% | 2.10% | |
Dividend yield | 0.00% | 0.00% | |
Volatility | 61.50% | 55.30% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Option Activity (Details) - Stock Options $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average exercise price per share, Outstanding, Beginning Balance | $ / shares | $ 22.22 |
Weighted average exercise price per share, Exercised | $ / shares | 20.19 |
Weighted average exercise price per share, Forfeited or expired | $ / shares | 21.15 |
Weighted average exercise price per share, Outstanding, Ending Balance | $ / shares | 23.20 |
Weighted average exercise price per share, Exercisable | $ / shares | $ 22.96 |
Weighted average remaining contractual term, Outstanding | 3 years 9 months 18 days |
Weighted average remaining contractual term, Exercisable | 3 years 4 months 24 days |
Aggregate intrinsic value, Outstanding | $ | $ 21,035 |
Aggregate intrinsic value, Exercisable | $ | $ 14,056 |
Service Condition | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Stock Options, Outstanding, Beginning Balance | 1,325,826 |
Number of Stock Options, Exercised | (344,650) |
Number of Stock Options, Forfeited or expired | (59,707) |
Number of Stock Options, Outstanding, Ending Balance | 921,469 |
Number of Stock Options, Exercisable | 608,373 |
Performance condition | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Stock Options, Outstanding, Beginning Balance | 65,908 |
Number of Stock Options, Exercised | (65,908) |
Number of Stock Options, Outstanding, Ending Balance |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Fair Value Information for Options Granted (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award Options Additional Disclosures [Abstract] | |||
Weighted average grant-date fair value of options granted | $ 12.10 | $ 11.33 | |
Total intrinsic value of options exercised | $ 11,859 | $ 7,292 | $ 3,619 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of RSU Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average grant date fair value per share, Unvested, Beginning Balance | $ / shares | $ 24.09 |
Weighted average grant date fair value per share, Granted | $ / shares | 49.59 |
Weighted average grant date fair value per share, Vested | $ / shares | 24.20 |
Weighted average grant date fair value per share, Forfeited | $ / shares | 30.76 |
Weighted average grant date fair value per share, Unvested, Ending Balance | $ / shares | $ 37.05 |
Service Condition | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Share Units, Unvested, Beginning Balance | 564,626 |
Number of Restricted Share Units, Granted | 286,365 |
Number of Restricted Share Units, Vested | (242,626) |
Number of Restricted Share Units, Forfeited | (49,055) |
Number of Restricted Share Units, Unvested, Ending Balance | 559,310 |
Market Condition | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Share Units, Granted | 14,572 |
Number of Restricted Share Units, Forfeited | 0 |
Number of Restricted Share Units, Unvested, Ending Balance | 14,572 |
Performance condition | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Restricted Share Units, Granted | 9,716 |
Number of Restricted Share Units, Forfeited | 0 |
Number of Restricted Share Units, Unvested, Ending Balance | 9,716 |
Share Based Compensation - Sc_2
Share Based Compensation - Schedule of Fair Value Information for RSUs Granted and Vested (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value per share, Granted | $ 49.59 | ||
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value per share, Granted | $ 49.59 | $ 24.50 | $ 23.25 |
Total grant-date fair value of shares vested | $ 5,871 | $ 4,731 | $ 2,217 |
Share-Based Compensation - Sc_4
Share-Based Compensation - Schedule of Weighted Average Assumption used to Measure Fair Value (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Weighted average expected term | 0 years | 5 years | 5 years |
Risk-free interest rate | 0.50% | 2.10% | |
Dividend yield | 0.00% | 0.00% | |
Volatility | 61.50% | 55.30% | |
2017 Employee Stock Purchase Plan | |||
Weighted average expected term | 6 months | 6 months | 6 months |
Risk-free interest rate | 0.10% | 0.70% | 2.30% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility | 63.70% | 60.10% | 56.00% |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021USD ($)Segment | Dec. 25, 2020USD ($) | Dec. 27, 2019 | |
Segment Reporting Information [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Foreign long-lived assets, exclusive of deferred tax assets | $ | $ 38.4 | $ 31.5 | |
Customer Concentration Risk | Sales Revenue, Net | Two Major Customer | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales from continuing operations from two customers | 85.00% | 87.00% | 85.00% |
Segment Information - Schedule
Segment Information - Schedule of Sales By Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Segment Reporting Information [Line Items] | |||
Total net sales | $ 1,096,917 | $ 914,236 | $ 620,837 |
United States of America | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 544,109 | 490,965 | 329,037 |
Singapore | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 383,278 | 303,444 | 198,657 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 78,745 | 70,915 | 56,090 |
Other | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 90,785 | $ 48,912 | $ 37,053 |
Segment Information - Sales fro
Segment Information - Sales from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 1,096,917 | $ 914,236 | $ 620,837 |
Lam Research | |||
Segment Reporting Information [Line Items] | |||
Net sales | 579,009 | 475,933 | 319,144 |
Applied Materials | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 352,077 | $ 316,082 | $ 207,391 |
Earnings per Share - Computatio
Earnings per Share - Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 25, 2020 | Dec. 27, 2019 | |
Earnings Per Share Basic And Diluted [Line Items] | |||
Net income | $ 70,899 | $ 33,279 | $ 10,729 |
Basic weighted average ordinary shares outstanding | 28,259,607 | 23,172,961 | 22,418,802 |
Diluted weighted average ordinary shares outstanding | 28,979,352 | 23,460,105 | 22,766,903 |
Securities excluded from the calculation of diluted weighted average ordinary shares outstanding | 273,000 | 1,430,000 | 1,588,000 |
Net income: | |||
Basic | $ 2.51 | $ 1.44 | $ 0.48 |
Diluted | $ 2.45 | $ 1.42 | $ 0.47 |
Options | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 480,790 | 221,565 | 259,337 |
RSUs | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 237,357 | 61,761 | 85,603 |
ESPP | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares | 1,598 | 3,818 | 3,161 |