Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 29, 2023 | Feb. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 29, 2023 | ||
Current Fiscal Year End Date | --12-29 | ||
Document Transition Report | false | ||
Entity File Number | 001-37961 | ||
Entity Registrant Name | ICHOR HOLDINGS, LTD. | ||
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 | ||
Title of 12(b) Security | Ordinary Shares, par value $0.0001 per share | ||
Trading Symbol | ICHR | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Ordinary Shares Outstanding | 29,541,319 | ||
Entity Public Float | $ 1,082,303,000 | ||
Entity Central Index Key | 0001652535 | ||
Entity Tax Identification Number | 00-0000000 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Filer Category | Large Accelerated Filer | ||
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 2024 General Meeting, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year. |
Audit Information
Audit Information | 12 Months Ended |
Dec. 29, 2023 | |
Auditor [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | Portland, Oregon |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 29, 2023 | Dec. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 79,955,000 | $ 86,470,000 |
Accounts receivable, net | 66,721,000 | 136,321,000 |
Inventories | 245,885,000 | 283,660,000 |
Prepaid expenses and other current assets | 8,804,000 | 7,007,000 |
Total current assets | 401,365,000 | 513,458,000 |
Property and equipment, net | 92,755,000 | 98,055,000 |
Operating lease right-of-use assets | 36,611,000 | 40,557,000 |
Other noncurrent assets | 11,912,000 | 12,926,000 |
Deferred tax assets, net | 3,148,000 | 11,322,000 |
Intangible assets, net | 57,288,000 | 72,022,000 |
Goodwill | 335,402,000 | 335,402,000 |
Total assets | 938,481,000 | 1,083,742,000 |
Current liabilities: | ||
Accounts payable | 60,490,000 | 110,165,000 |
Accrued liabilities | 14,871,000 | 23,616,000 |
Other current liabilities | 6,638,000 | 15,815,000 |
Current portion of long-term debt | 7,500,000 | 7,500,000 |
Current portion of lease liabilities | 9,463,000 | 9,196,000 |
Total current liabilities | 98,962,000 | 166,292,000 |
Long-term debt, less current portion, net | 241,183,000 | 293,218,000 |
Lease liabilities, less current portion | 28,187,000 | 31,828,000 |
Deferred tax liabilities, net | 1,169,000 | 29,000 |
Other non-current liabilities | 4,303,000 | 4,879,000 |
Total liabilities | 373,804,000 | 496,246,000 |
Shareholders’ equity: | ||
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; zero shares issued and outstanding) | 0 | 0 |
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 29,435,398 and 28,861,949 shares outstanding, respectively; 33,872,837 and 33,299,388 shares issued, respectively) | 3,000 | 3,000 |
Additional paid in capital | 451,581,000 | 431,415,000 |
Treasury shares at cost (4,437,439 shares) | (91,578,000) | (91,578,000) |
Retained earnings | 204,671,000 | 247,656,000 |
Total shareholders’ equity | 564,677,000 | 587,496,000 |
Total liabilities and shareholders’ equity | $ 938,481,000 | $ 1,083,742,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 29, 2023 | Dec. 30, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred shares, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized (in shares) | 20,000,000 | 20,000,000 |
Preferred shares, issued (in shares) | 0 | 0 |
Preferred shares, outstanding (in shares) | 0 | 0 |
Ordinary shares, par value (in usd per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized (in shares) | 200,000,000 | 200,000,000 |
Ordinary shares, issued (in shares) | 33,872,837 | 33,299,388 |
Ordinary shares, outstanding (in shares) | 29,435,398 | 28,861,949 |
Treasury shares (in shares) | 4,437,439 | 4,437,439 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net sales | $ 811,120 | $ 1,280,069 | $ 1,096,917 |
Cost of sales | 707,724 | 1,068,205 | 919,437 |
Gross profit | 103,396 | 211,864 | 177,480 |
Operating expenses: | |||
Research and development | 20,223 | 19,564 | 15,691 |
Selling, general, and administrative | 79,334 | 88,572 | 65,857 |
Amortization of intangible assets | 14,734 | 17,905 | 14,918 |
Total operating expenses | 114,291 | 126,041 | 96,466 |
Operating income (loss) | (10,895) | 85,823 | 81,014 |
Interest expense, net | 19,379 | 11,056 | 6,451 |
Other expense (income), net | 804 | (563) | 807 |
Income (loss) before income taxes | (31,078) | 75,330 | 73,756 |
Income tax expense | 11,907 | 2,526 | 2,857 |
Net income (loss) | $ (42,985) | $ 72,804 | $ 70,899 |
Net income (loss) per share: | |||
Net income per share basic (in usd per share) | $ (1.47) | $ 2.54 | $ 2.51 |
Net income per share diluted (in usd per share) | $ (1.47) | $ 2.51 | $ 2.45 |
Shares used to compute Net income (loss) per share: | |||
Shares used to compute net income per share, basic (in shares) | 29,200,796 | 28,714,550 | 28,259,607 |
Shares used to compute net income per share, diluted (in shares) | 29,200,796 | 28,963,031 | 28,979,352 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-In Capital | Treasury Shares | Retained Earnings |
Beginning balance at Dec. 25, 2020 | $ 411,689 | $ 3 | $ 399,311 | $ (91,578) | $ 103,953 |
Beginning balance (in shares) at Dec. 25, 2020 | 27,907,077 | ||||
Treasury stock, beginning balance (in shares) at Dec. 25, 2020 | 4,437,439 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Ordinary shares issued from exercise of stock options (in shares) | 410,558 | ||||
Ordinary shares issued from exercise of stock options | 8,288 | 8,288 | |||
Ordinary shares issued from vesting of restricted share units (in shares) | 164,613 | ||||
Ordinary shares issued from vesting of restricted share units | (3,616) | (3,616) | |||
Ordinary shares issued from employee share purchase plan (in shares) | 68,912 | ||||
Ordinary shares issued from employee share purchase plan | 1,982 | 1,982 | |||
Share-based compensation expense | 11,473 | 11,473 | |||
Net income (loss) | 70,899 | 70,899 | |||
Ending balance (in shares) at Dec. 31, 2021 | 28,551,160 | ||||
Ending balance at Dec. 31, 2021 | 500,715 | $ 3 | 417,438 | $ (91,578) | 174,852 |
Treasury stock, ending balance (in shares) at Dec. 31, 2021 | 4,437,439 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Ordinary shares issued from exercise of stock options (in shares) | 89,045 | ||||
Ordinary shares issued from exercise of stock options | 1,937 | 1,937 | |||
Ordinary shares issued from vesting of restricted share units (in shares) | 179,679 | ||||
Ordinary shares issued from vesting of restricted share units | (2,813) | (2,813) | |||
Ordinary shares issued from employee share purchase plan (in shares) | 42,065 | ||||
Ordinary shares issued from employee share purchase plan | 929 | 929 | |||
Share-based compensation expense | 13,924 | 13,924 | |||
Net income (loss) | 72,804 | 72,804 | |||
Ending balance (in shares) at Dec. 30, 2022 | 28,861,949 | ||||
Ending balance at Dec. 30, 2022 | $ 587,496 | $ 3 | 431,415 | $ (91,578) | 247,656 |
Treasury stock, ending balance (in shares) at Dec. 30, 2022 | 4,437,439 | 4,437,439 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Ordinary shares issued from exercise of stock options (in shares) | 215,884 | ||||
Ordinary shares issued from exercise of stock options | $ 4,467 | 4,467 | |||
Ordinary shares issued from vesting of restricted share units (in shares) | 259,944 | ||||
Ordinary shares issued from vesting of restricted share units | (3,672) | (3,672) | |||
Ordinary shares issued from employee share purchase plan (in shares) | 97,621 | ||||
Ordinary shares issued from employee share purchase plan | 2,033 | 2,033 | |||
Share-based compensation expense | 17,338 | 17,338 | |||
Net income (loss) | (42,985) | (42,985) | |||
Ending balance (in shares) at Dec. 29, 2023 | 29,435,398 | ||||
Ending balance at Dec. 29, 2023 | $ 564,677 | $ 3 | $ 451,581 | $ (91,578) | $ 204,671 |
Treasury stock, ending balance (in shares) at Dec. 29, 2023 | 4,437,439 | 4,437,439 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (42,985) | $ 72,804 | $ 70,899 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 34,577 | 35,100 | 25,992 |
Share-based compensation | 17,338 | 13,924 | 11,473 |
Deferred income taxes | 9,314 | (3,215) | (1,863) |
Amortization of debt issuance costs | 465 | 465 | 883 |
Loss on extinguishment of debt | 0 | 0 | 737 |
Gain on sale of asset disposal group | 0 | 0 | (504) |
Other | 0 | 0 | 484 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | 69,600 | 6,669 | (33,454) |
Inventories | 37,775 | (47,527) | (89,249) |
Prepaid expenses and other assets | 10,204 | 4,508 | 786 |
Accounts payable | (50,974) | (50,175) | 38,649 |
Accrued liabilities | (9,766) | 3,648 | (6,740) |
Other liabilities | (17,916) | (4,748) | (2,821) |
Net cash provided by operating activities | 57,632 | 31,453 | 15,272 |
Cash flows from investing activities: | |||
Capital expenditures | (15,496) | (29,433) | (20,839) |
Cash paid for acquisitions, net of cash acquired | 0 | 500 | (268,766) |
Purchase of marketable securities | 0 | 0 | (115,197) |
Proceeds from maturities and sales of marketable securities | 0 | 0 | 114,713 |
Proceeds from sale of property and equipment | 0 | 0 | 504 |
Net cash used in investing activities | (15,496) | (28,933) | (289,585) |
Cash flows from financing activities: | |||
Issuance of ordinary shares under share-based compensation plans | 7,521 | 3,768 | 9,664 |
Employees' taxes paid upon vesting of restricted share units | (3,672) | (2,813) | (3,616) |
Debt issuance and modification costs | 0 | 0 | (1,852) |
Borrowings on revolving credit facility | 0 | 25,000 | 137,591 |
Repayments on revolving credit facility | (45,000) | (10,000) | (41,753) |
Proceeds from term loan | 0 | 0 | 94,175 |
Repayments on term loan | (7,500) | (7,500) | (97,300) |
Net cash provided by (used in) financing activities | (48,651) | 8,455 | 96,909 |
Net increase (decrease) in cash | (6,515) | 10,975 | (177,404) |
Cash at beginning of period | 86,470 | 75,495 | 252,899 |
Cash at end of period | 79,955 | 86,470 | 75,495 |
Supplemental disclosures of cash flow information: | |||
Cash paid during the period for interest | 20,368 | 10,590 | 7,123 |
Cash paid during the period for taxes, net of refunds | 3,877 | 3,285 | 5,642 |
Supplemental disclosures of non-cash activities: | |||
Capital expenditures included in accounts payable | 625 | 1,543 | 930 |
Right-of-use assets obtained in exchange for new operating lease liabilities, including those acquired through acquisitions | $ 4,789 | $ 17,889 | $ 24,643 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 29, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [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 also provide precision-machined components, weldments, electron beam (“e‑beam”) and laser-welded components, precision vacuum and hydrogen brazing, and surface treatment technologies, and other proprietary products. 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 29, 2023, December 30, 2022, and December 31, 2021 were 52 weeks, 52 weeks, and 53 weeks, respectively. All references to 2023, 2022, and 2021 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 inventory valuation, uncertain tax positions, including valuation allowance on deferred tax assets, and impairment analyses 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. 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 2023, 2022, or 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 12 months. Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which is generally at the time of shipment, 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 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 to 60 days . Historically, we have not incurred significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented. 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 concentration risk consist of accounts receivable, accounts payable, and long-term debt. At December 29, 2023 and December 30, 2022, three customers represented, in the aggregate, approximately 63% and 70%, 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 global systematically important banks ("G-SIBs") in both United States and internationally. 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 $59.7 million and $48.4 million at December 29, 2023 and December 30, 2022, respectively, and at times exceeds insured amounts. No losses have been incurred as of December 29, 2023 or December 30, 2022 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 2023. We estimate the recorded value of our financial assets and liabilities approximates fair value as of December 29, 2023 and December 30, 2022. 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 inventories are valued on a standard cost basis, which approximates actual costs on a first-in, first-out basis. The remainder of our inventories are valued on an average cost basis, which approximates actual costs on a first-in, first-out basis. Quarterly, we assess the value of our inventory and periodically write it down for excess quantities or obsolescence to its estimated net realizable value. This assessment is based on estimated future consumption compared to inventory quantities on-hand. The estimate for future consumption 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. 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. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of lease payments. We utilize the consolidated group incremental borrowing rate for all leases, as we have centralized treasury operations. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. We have elected not to separate lease and non-lease components for any class of underlying asset. 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 2023, 2022, and 2021, 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 Customer relationships 6-10 years Developed technology 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 29, 2023 and December 30, 2022. 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. 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. 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 Issued In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The ASU is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures. The ASU requires a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. The ASU also requires a public entity to provide a qualitative description of the states and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign taxes as well as by individual jurisdictions. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 29, 2023 | |
Business Combination and Asset Acquisition [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 $269.5 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 purchase price allocation. 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 160,515 Accounts payable (3,853) Accrued expenses (5,620) Other current liabilities (2,109) Lease liabilities (14,509) Total acquisition consideration $ 269,500 We 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. Goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies. In connection with the acquisition, we incurred transaction costs of $0.2 million and $4.4 million in 2022 and 2021, respectively. The fair value adjustment to inventory as part of our purchase price allocation resulted in charges to cost of sales of $2.5 million and $1.4 million during 2022 and 2021, respectively. Total acquisition consideration reflects a $0.5 million reduction for a working capital adjustment that was finalized in 2022, prior to the end of the measurement period. Our consolidated statement of operations for 2021 includes approximately 6 weeks of operating activity of IMG, including sales of $7.3 million. The following table is the unaudited pro forma consolidated results of operations. 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, Net sales $ 1,156,619 Net income $ 74,531 Net income per share: Basic $ 2.64 Diluted $ 2.57 |
Inventories
Inventories | 12 Months Ended |
Dec. 29, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories Inventories consist of the following: December 29, December 30, Raw materials $ 190,027 $ 197,726 Work in process 36,849 56,291 Finished goods 47,449 47,186 Excess and obsolete adjustment (28,440) (17,543) Total inventories $ 245,885 $ 283,660 The following table presents changes to our excess and obsolete adjustment: Excess and obsolete adjustment 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) Charge to cost of sales (4,981) Disposition of inventory 1,489 Balance at December 30, 2022 (17,543) Charge to cost of sales (9,784) Disposition of inventory (1,113) Balance at December 29, 2023 $ (28,440) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 29, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consist of the following: December 29, December 30, Machinery $ 113,529 $ 90,507 Leasehold improvements 46,129 43,129 Computer software, hardware, and equipment 10,316 9,664 Office furniture, fixtures, and equipment 1,320 1,337 Vehicles 396 401 Construction-in-process 4,216 19,869 175,906 164,907 Less accumulated depreciation (83,151) (66,852) Total property and equipment, net $ 92,755 $ 98,055 Depreciation expense for 2023, 2022, and 2021 was $18.8 million, $17.2 million, and $11.1 million, respectively. Cloud Computing Implementation Costs 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 balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $8.1 million and $8.1 million as of December 29, 2023 and December 30, 2022, respectively, and is included in other assets on our consolidated balance sheets. The related amortization expense was $1.1 million, $0.9 million, and $0.3 million during 2023, 2022, and 2021, respectively, and is included in selling, general, and administrative expense on our consolidated statements of operations. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 29, 2023 | |
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 29, 2023 Gross value Accumulated Accumulated Carrying Weighted Customer relationships $ 105,542 $ (53,680) $ — $ 51,862 8.7 years Developed technology 11,047 (5,621) — 5,426 10.0 years Total intangible assets $ 116,589 $ (59,301) $ — $ 57,288 December 30, 2022 Gross value Accumulated Accumulated Carrying Weighted Customer relationships $ 117,022 $ (51,337) $ — $ 65,685 8.4 years Developed technology 11,047 (4,710) — 6,337 10.0 years Total intangible assets $ 128,069 $ (56,047) $ — $ 72,022 Future projected annual amortization expense consists of the following: Future 2024 $ 8,574 2025 8,312 2026 7,729 2027 7,288 2028 7,055 Thereafter 18,330 $ 57,288 The following tables present the changes to goodwill: Goodwill Balance at December 25, 2020 $ 174,887 Acquisitions 161,015 Balance at December 31, 2021 335,902 Acquisitions (500) Balance at December 30, 2022 335,402 Acquisitions — Balance at December 29, 2023 $ 335,402 |
Leases
Leases | 12 Months Ended |
Dec. 29, 2023 | |
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 29, 2023, we had no operating leases executed for which the rental period had not yet commenced. The components of lease expense are as follows: Year Ended December 29, December 30, December 31, Operating lease cost $ 9,656 $ 8,760 $ 5,763 Supplemental cash flow information related to leases is as follows: Year Ended December 29, December 30, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,494 $ 8,164 $ 5,477 Supplemental balance sheet information related to leases is as follows: December 29, December 30, Weighted-average remaining lease term of operating leases 4.6 years 5.3 years Weighted-average discount rate of operating leases 3.4% 3.0% Future minimum lease payments under non-cancellable leases as of December 29, 2023 are as follows: 2024 $ 9,463 2025 9,003 2026 8,572 2027 7,595 2028 3,166 Thereafter 2,955 Total future minimum lease payments 40,754 Less imputed interest (3,104) Total lease liabilities $ 37,650 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes Income (loss) before tax was as follows: Year Ended December 29, December 30, December 31, United States $ (69,040) $ (353) $ 13,435 Foreign 37,962 75,683 60,321 Income (loss) before tax $ (31,078) $ 75,330 $ 73,756 Significant components of income tax expense (benefit) consist of the following: Year Ended December 29, December 30, December 31, Current: Federal $ (56) $ 1,605 $ 430 State 16 912 1,524 Foreign 2,633 3,224 2,766 Total current tax expense 2,593 5,741 4,720 Deferred: Federal 8,471 (2,604) (889) State 1,529 (45) (771) Foreign (686) (566) (203) Total deferred tax expense (benefit) 9,314 (3,215) (1,863) Income tax expense $ 11,907 $ 2,526 $ 2,857 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 29, December 30, December 31, Effective rate reconciliation: U.S. federal tax expense $ (6,527) $ 15,819 $ 15,489 State income taxes, net (1,713) 752 577 Permanent items 928 248 680 Foreign rate differential (1,190) (2,595) (1,897) Tax holiday (4,962) (11,676) (9,653) Credits (1,661) (1,882) (1,647) Tax contingencies (331) 462 482 Share-based compensation (122) 166 (2,640) Withholding tax 717 1,170 1,044 Other, net (763) 112 385 Valuation allowance 27,531 (50) 37 Income tax expense $ 11,907 $ 2,526 $ 2,857 Deferred income tax assets and liabilities consist of the following: December 29, December 30, Deferred tax assets: Inventory $ 7,962 $ 6,648 Share-based compensation 3,563 3,027 Accrued payroll 1,306 1,942 Net operating loss carryforwards 8,092 528 Tax credits 4,987 2,525 Interest carryforwards 4,099 — Capitalized research expenses 7,096 3,746 Intercompany interest 2,758 2,341 Operating lease liabilities 9,379 10,247 Other assets 663 1,531 Deferred tax assets 49,905 32,535 Valuation allowance (28,038) (507) Total deferred tax assets 21,867 32,028 Deferred tax liabilities: Intangible assets (3,631) (3,245) Property, plant and equipment (6,743) (7,091) Operating lease right-of-use assets (9,149) (10,122) Other liabilities (365) (277) Total deferred tax liabilities (19,888) (20,735) Net deferred tax asset $ 1,979 $ 11,293 At December 29, 2023, we had federal and state net operating loss carryforwards of $31.1 million, $25.1 million, respectively. The federal net operating losses may be carried forward indefinitely to offset up to 80% of taxable income in any given year. The state net operating loss carryforwards, if not utilized, will begin to expire in 2032. At December 29, 2023, we had federal research and development credits of $1.7 million, which, if not utilized, will begin to expire in 2028. At December 29, 2023, we had foreign tax credits of $1.3 million, which, if not utilized, will begin to expire in 2032. Income tax expense for the current year differs from the statutory rate primarily as a result of the valuation allowance, impact of foreign operations and discrete tax benefits recorded in connection with our historical acquisitions and stock option exercises. We have determined the amount of our valuation allowance of $11.1 million 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 29, 2023, we determined it is not more-likely-than-not that our U.S. entities will generate sufficient taxable income to offset reversing deductible timing differences and to fully utilize carryforward tax attributes. Accordingly, we have recorded a valuation allowance against U.S. federal and state deferred tax assets, net of deferred tax liabilities related to indefinite-lived intangible assets for which no future realization can be expected. In December 2017, the Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted. The 2017 Tax Act included a number of changes including a provision that required capitalization and amortization of research and development costs beginning in 2022. Prior to 2022 research and development costs could be either expensed or capitalized. Beginning with the 2022 tax year, the research and development costs have been capitalized according to these provisions. 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 $5.0 million, $11.7 million, and $9.7 million during 2023, 2022, and 2021, 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 29, 2023, we have recognized $3.1 million of unrecognized tax benefits in other non-current liabilities in our consolidated balance sheet. If recognized, $3.1 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 12 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. During 2023, we recognized a net decrease of approximately $0.2 million in potential interest and penalties associated with uncertain tax positions in the statements of operations. At December 29, 2023, 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 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 Increase related to current year tax positions 689 Decrease in tax positions related to lapse of statute of limitations (89) Balance at December 30, 2022 3,595 Increase related to current year tax positions 488 Decrease in tax positions related to lapse of statute of limitations (10) Decrease in tax positions related to settlements (916) Balance at December 29, 2023 $ 3,157 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 2019, or to foreign examinations before 2019. 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 29, 2023, we were not under examination by a tax authority. |
Employee Benefit Programs
Employee Benefit Programs | 12 Months Ended |
Dec. 29, 2023 | |
Retirement Benefits [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 2023, 2022, and 2021, matching contributions were $2.7 million, $3.0 million, and $2.2 million, respectively. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 29, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 9 – Long-Term Debt Long-term debt consists of the following: December 29, December 30, Term loan $ 135,000 $ 142,500 Revolving credit facility 115,000 160,000 Total principal amount of long-term debt 250,000 302,500 Less unamortized debt issuance costs (1,317) (1,782) Total long-term debt, net 248,683 300,718 Less current portion (7,500) (7,500) Total long-term debt, less current portion, net $ 241,183 $ 293,218 Maturities of long-term debt consist of the following: 2024 $ 7,500 2025 7,500 2026 235,000 Total $ 250,000 The weighted average interest rate across our credit facilities was 6.80%, 3.37%, and 2.74% during 2023, 2022, and 2021, 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 (together, “credit facilities”). 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 of 3.50 : 1. Interest is charged at either the Base Rate or the Bloomberg Short-Term Bank Yield Index (“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 BSBY Rate is equal to BSBY for a particular tenor matching the respective interest period. 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, which is based on trailing 12‑month EBITDA, as defined in our credit agreement. We are also charged a commitment fee of 0.175-0.350%, depending on our leverage ratio, 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 29, 2023, our credit facilities bore interest under the BSBY rate option of 7.58%. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Note 10 – Share-Based Compensation 2016 Plan In December 30, 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. Under the 2016 Plan, 1,888,000 ordinary shares were reserved for issuance. The number of shares reserved for issuance under the 2016 Plan increases annually beginning in fiscal year 2018 by the lesser of (i) 2% of the ordinary shares outstanding on the last day of the immediately preceding fiscal year or (ii) such amount determined by our Board of Directors. Awards may be in the form of share call options (“options”), restricted share units (“RSUs”), and other share‑based awards. Forfeited or expired awards are returned to the incentive plan pool for future grants. Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $17.3 million, $13.9 million, and $11.5 million during 2023 , 2022, and 2021 , respectively. Stock Options Options are valued based on the Black-Scholes-Merton model on the date of grant. The risk-free interest rate is based on the U.S. Treasury rates in effect on the date of grant. Estimated volatility is based on the historical volatility of our ordinary shares. Options generally vest over 4 years, with 25% vesting on the first grant-date anniversary and the remaining vesting on a quarterly basis over the remaining 3 years. Options granted under the 2016 Plan have a contractual term of 7 years. The following table summarizes option activity: Number of Stock Options Service Weighted average exercise price Weighted average remaining Aggregate intrinsic value Outstanding, December 30, 2022 805,115 $ 23.35 Exercised (215,884) $ 20.69 Forfeited or expired (7,068) $ 21.84 Outstanding, December 29, 2023 582,163 $ 24.36 2.0 years $ 5,399 Exercisable, December 29, 2023 566,312 $ 24.39 2.0 years $ 5,235 Fair value information for options granted and the intrinsic value of options exercised are as follows: Year Ended December 29, December 30, December 31, Total intrinsic value of options exercised $ 3,041 $ 1,232 $ 11,859 At December 29, 2023, total unrecognized share-based compensation expense relating to options was $0.1 million, with a weighted average remaining service period of 0.4 years. Restricted Share Units RSUs are valued based on the closing market price of our ordinary shares on the date of grant. RSUs that vest pursuant to a service condition generally vest over 4 years, with 25% vesting on the first grant-date anniversary and the remaining vesting on a quarterly basis over the remaining 3 years. RSUs that vest pursuant to a performance condition are generally earned over 3 years, depending on the achievement of certain financial and non-financial targets, and vest on or around the third grant-date anniversary. RSUs that vest pursuant to a market condition are valued based on a Monte Carlo simulation model and generally earned over 3 years based on a relative total shareholder return model and vest on or around the third grant-date anniversary. 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. The following table summarizes RSU activity: Number of Restricted Share Units Service Performance Market Weighted average grant-date fair Unvested, December 30, 2022 860,595 57,562 86,342 $ 30.26 Granted 679,085 47,433 96,301 $ 30.70 Vested (383,816) — — $ 30.09 Forfeited (67,781) (7,696) (11,542) $ 30.91 Unvested, December 29, 2023 1,088,083 97,299 171,101 $ 30.37 Fair value information for RSUs granted and vested is as follows: Year Ended December 29, December 30, December 31, Weighted average grant-date fair value per share of RSUs granted $ 30.70 $ 27.24 $ 49.59 Total grant-date fair value of shares vested $ 11,550 $ 9,644 $ 5,871 At December 29, 2023, total unrecognized share-based compensation expense relating to RSUs was $31.7 million, with a weighted average remaining service period of 2.7 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 29, 2023 , 2.2 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 29, December 30, December 31, Weighted average expected term 0.5 years 0.5 years 0.5 years Risk-free interest rate 5.1% 1.4% 0.1% Dividend yield 0.0% 0.0% 0.0% Volatility 63.4% 63.8% 63.7% We recognize share-based compensation expense associated with the 2017 ESPP over the duration of the purchase period. We recognized $0.9 million, $1.0 million, and $0.6 million of share-based compensation expense associated with the 2017 ESPP during 2023, 2022, and 2021, respectively. At December 29, 2023, there was no unrecognized share-based compensation expense. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 29, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Note 11 – 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. Additionally, key resources, decisions, and assessment of performance are analyzed at a company‑wide level. Therefore, we operate in one operating segment. Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia, and to a lesser degree, Scotland, Korea, and Mexico. Our principal markets include North America, Asia, and to a lesser degree, Europe. The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the products were shipped: Year Ended December 29, December 30, December 31, United States of America $ 281,298 $ 572,129 $ 544,109 Singapore 318,790 460,569 383,278 Europe 116,316 109,547 78,745 Other 94,716 137,824 90,785 Total net sales $ 811,120 $ 1,280,069 $ 1,096,917 The following table sets forth our major customers with 10% or more of sales, which comprised 82%, 79%, and 85% of net sales in 2023, 2022, and 2021, respectively: Year Ended December 29, December 30, December 31, Applied Materials $ 295,082 $ 396,261 $ 352,077 Lam Research $ 286,836 $ 616,391 $ 579,009 ASML (1) $ 85,589 -- -- (1) ASML did not represent 10% or more of sales in 2022 and 2021. Foreign long-lived assets, exclusive of deferred tax assets, were $48.2 million and $52.8 million at December 29, 2023 and December 30, 2022, respectively. |
Earnings per Share
Earnings per Share | 12 Months Ended |
Dec. 29, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Note 12 – 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 29, December 30, December 31, Numerator: Net income (loss) $ (42,985) $ 72,804 $ 70,899 Denominator: Basic weighted average ordinary shares outstanding 29,200,796 28,714,550 28,259,607 Dilutive effect of options 0 165,855 480,790 Dilutive effect of RSUs 0 74,853 237,357 Dilutive effect of ESPP 0 7,773 1,598 Diluted weighted average ordinary shares outstanding 29,200,796 28,963,031 28,979,352 Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1) 2,632,000 959,000 273,000 Earnings per share: Net income (loss) per share: Basic $ (1.47) $ 2.54 $ 2.51 Diluted $ (1.47) $ 2.51 $ 2.45 (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. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income (loss) | $ (42,985) | $ 72,804 | $ 70,899 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 29, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 29, 2023 | |
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 also provide precision-machined components, weldments, electron beam (“e‑beam”) and laser-welded components, precision vacuum and hydrogen brazing, and surface treatment technologies, and other proprietary products. 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 29, 2023, December 30, 2022, and December 31, 2021 were 52 weeks, 52 weeks, and 53 weeks, respectively. All references to 2023, 2022, and 2021 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 inventory valuation, uncertain tax positions, including valuation allowance on deferred tax assets, and impairment analyses 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. 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 2023, 2022, or 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 12 months. Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which is generally at the time of shipment, 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 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 to 60 days . Historically, we have not incurred significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented. |
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 concentration risk consist of accounts receivable, accounts payable, and long-term debt. At December 29, 2023 and December 30, 2022, three customers represented, in the aggregate, approximately 63% and 70%, 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 global systematically important banks ("G-SIBs") in both United States and internationally. 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 $59.7 million and $48.4 million at December 29, 2023 and December 30, 2022, respectively, and at times exceeds insured amounts. No losses have been incurred as of December 29, 2023 or December 30, 2022 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 2023. We estimate the recorded value of our financial assets and liabilities approximates fair value as of December 29, 2023 and December 30, 2022. 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 inventories are valued on a standard cost basis, which approximates actual costs on a first-in, first-out basis. The remainder of our inventories are valued on an average cost basis, which approximates actual costs on a first-in, first-out basis. Quarterly, we assess the value of our inventory and periodically write it down for excess quantities or obsolescence to its estimated net realizable value. This assessment is based on estimated future consumption compared to inventory quantities on-hand. The estimate for future consumption 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. |
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. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of lease payments. We utilize the consolidated group incremental borrowing rate for all leases, as we have centralized treasury operations. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. We have elected not to separate lease and non-lease components for any class of underlying asset. |
Long-Lived Assets | Long-Lived Assets |
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 Customer relationships 6-10 years Developed technology 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 29, 2023 and December 30, 2022. 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. |
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. 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 Issued | Accounting Pronouncements Recently Issued In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) . The ASU is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures. The ASU requires a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. The ASU also requires a public entity to provide a qualitative description of the states and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign taxes as well as by individual jurisdictions. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
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 Customer relationships 6-10 years Developed technology 10 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The following table presents the purchase price allocation. 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 160,515 Accounts payable (3,853) Accrued expenses (5,620) Other current liabilities (2,109) Lease liabilities (14,509) Total acquisition consideration $ 269,500 |
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, Net sales $ 1,156,619 Net income $ 74,531 Net income per share: Basic $ 2.64 Diluted $ 2.57 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consist of the following: December 29, December 30, Raw materials $ 190,027 $ 197,726 Work in process 36,849 56,291 Finished goods 47,449 47,186 Excess and obsolete adjustment (28,440) (17,543) Total inventories $ 245,885 $ 283,660 |
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 25, 2020 $ (12,742) Charge to cost of sales (1,942) Disposition of inventory 633 Balance at December 31, 2021 (14,051) Charge to cost of sales (4,981) Disposition of inventory 1,489 Balance at December 30, 2022 (17,543) Charge to cost of sales (9,784) Disposition of inventory (1,113) Balance at December 29, 2023 $ (28,440) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consist of the following: December 29, December 30, Machinery $ 113,529 $ 90,507 Leasehold improvements 46,129 43,129 Computer software, hardware, and equipment 10,316 9,664 Office furniture, fixtures, and equipment 1,320 1,337 Vehicles 396 401 Construction-in-process 4,216 19,869 175,906 164,907 Less accumulated depreciation (83,151) (66,852) Total property and equipment, net $ 92,755 $ 98,055 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Definite-Lived Intangible Assets | Definite-lived intangible assets consist of the following: December 29, 2023 Gross value Accumulated Accumulated Carrying Weighted Customer relationships $ 105,542 $ (53,680) $ — $ 51,862 8.7 years Developed technology 11,047 (5,621) — 5,426 10.0 years Total intangible assets $ 116,589 $ (59,301) $ — $ 57,288 December 30, 2022 Gross value Accumulated Accumulated Carrying Weighted Customer relationships $ 117,022 $ (51,337) $ — $ 65,685 8.4 years Developed technology 11,047 (4,710) — 6,337 10.0 years Total intangible assets $ 128,069 $ (56,047) $ — $ 72,022 |
Estimated Amortization Expense of Intangible Assets | Future projected annual amortization expense consists of the following: Future 2024 $ 8,574 2025 8,312 2026 7,729 2027 7,288 2028 7,055 Thereafter 18,330 $ 57,288 |
Schedule of Changes in Goodwill | The following tables present the changes to goodwill: Goodwill Balance at December 25, 2020 $ 174,887 Acquisitions 161,015 Balance at December 31, 2021 335,902 Acquisitions (500) Balance at December 30, 2022 335,402 Acquisitions — Balance at December 29, 2023 $ 335,402 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense are as follows: Year Ended December 29, December 30, December 31, Operating lease cost $ 9,656 $ 8,760 $ 5,763 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Year Ended December 29, December 30, December 31, Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,494 $ 8,164 $ 5,477 |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: December 29, December 30, Weighted-average remaining lease term of operating leases 4.6 years 5.3 years Weighted-average discount rate of operating leases 3.4% 3.0% |
Future Minimum Lease Payments Under Non-Cancellable Leases | Future minimum lease payments under non-cancellable leases as of December 29, 2023 are as follows: 2024 $ 9,463 2025 9,003 2026 8,572 2027 7,595 2028 3,166 Thereafter 2,955 Total future minimum lease payments 40,754 Less imputed interest (3,104) Total lease liabilities $ 37,650 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of income from continuing operations before tax | Income (loss) before tax was as follows: Year Ended December 29, December 30, December 31, United States $ (69,040) $ (353) $ 13,435 Foreign 37,962 75,683 60,321 Income (loss) before tax $ (31,078) $ 75,330 $ 73,756 |
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 29, December 30, December 31, Current: Federal $ (56) $ 1,605 $ 430 State 16 912 1,524 Foreign 2,633 3,224 2,766 Total current tax expense 2,593 5,741 4,720 Deferred: Federal 8,471 (2,604) (889) State 1,529 (45) (771) Foreign (686) (566) (203) Total deferred tax expense (benefit) 9,314 (3,215) (1,863) Income tax expense $ 11,907 $ 2,526 $ 2,857 |
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 29, December 30, December 31, Effective rate reconciliation: U.S. federal tax expense $ (6,527) $ 15,819 $ 15,489 State income taxes, net (1,713) 752 577 Permanent items 928 248 680 Foreign rate differential (1,190) (2,595) (1,897) Tax holiday (4,962) (11,676) (9,653) Credits (1,661) (1,882) (1,647) Tax contingencies (331) 462 482 Share-based compensation (122) 166 (2,640) Withholding tax 717 1,170 1,044 Other, net (763) 112 385 Valuation allowance 27,531 (50) 37 Income tax expense $ 11,907 $ 2,526 $ 2,857 |
Schedule of deferred income tax assets and liabilities from continuing operations | Deferred income tax assets and liabilities consist of the following: December 29, December 30, Deferred tax assets: Inventory $ 7,962 $ 6,648 Share-based compensation 3,563 3,027 Accrued payroll 1,306 1,942 Net operating loss carryforwards 8,092 528 Tax credits 4,987 2,525 Interest carryforwards 4,099 — Capitalized research expenses 7,096 3,746 Intercompany interest 2,758 2,341 Operating lease liabilities 9,379 10,247 Other assets 663 1,531 Deferred tax assets 49,905 32,535 Valuation allowance (28,038) (507) Total deferred tax assets 21,867 32,028 Deferred tax liabilities: Intangible assets (3,631) (3,245) Property, plant and equipment (6,743) (7,091) Operating lease right-of-use assets (9,149) (10,122) Other liabilities (365) (277) Total deferred tax liabilities (19,888) (20,735) Net deferred tax asset $ 1,979 $ 11,293 |
Summarizes activity related to company's unrecognized tax benefits | The following table summarizes the activity related to our unrecognized tax benefits: Unrecognized 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 Increase related to current year tax positions 689 Decrease in tax positions related to lapse of statute of limitations (89) Balance at December 30, 2022 3,595 Increase related to current year tax positions 488 Decrease in tax positions related to lapse of statute of limitations (10) Decrease in tax positions related to settlements (916) Balance at December 29, 2023 $ 3,157 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following: December 29, December 30, Term loan $ 135,000 $ 142,500 Revolving credit facility 115,000 160,000 Total principal amount of long-term debt 250,000 302,500 Less unamortized debt issuance costs (1,317) (1,782) Total long-term debt, net 248,683 300,718 Less current portion (7,500) (7,500) Total long-term debt, less current portion, net $ 241,183 $ 293,218 |
Schedule of Maturities Long-Term Debt | Maturities of long-term debt consist of the following: 2024 $ 7,500 2025 7,500 2026 235,000 Total $ 250,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Option Activity | The following table summarizes option activity: Number of Stock Options Service Weighted average exercise price Weighted average remaining Aggregate intrinsic value Outstanding, December 30, 2022 805,115 $ 23.35 Exercised (215,884) $ 20.69 Forfeited or expired (7,068) $ 21.84 Outstanding, December 29, 2023 582,163 $ 24.36 2.0 years $ 5,399 Exercisable, December 29, 2023 566,312 $ 24.39 2.0 years $ 5,235 |
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 29, December 30, December 31, Total intrinsic value of options exercised $ 3,041 $ 1,232 $ 11,859 |
Schedule of RSU Activity | The following table summarizes RSU activity: Number of Restricted Share Units Service Performance Market Weighted average grant-date fair Unvested, December 30, 2022 860,595 57,562 86,342 $ 30.26 Granted 679,085 47,433 96,301 $ 30.70 Vested (383,816) — — $ 30.09 Forfeited (67,781) (7,696) (11,542) $ 30.91 Unvested, December 29, 2023 1,088,083 97,299 171,101 $ 30.37 |
Schedule of Fair Value Information for RSUs Granted and Vested | Fair value information for RSUs granted and vested is as follows: Year Ended December 29, December 30, December 31, Weighted average grant-date fair value per share of RSUs granted $ 30.70 $ 27.24 $ 49.59 Total grant-date fair value of shares vested $ 11,550 $ 9,644 $ 5,871 |
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 29, December 30, December 31, Weighted average expected term 0.5 years 0.5 years 0.5 years Risk-free interest rate 5.1% 1.4% 0.1% Dividend yield 0.0% 0.0% 0.0% Volatility 63.4% 63.8% 63.7% |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Sales By Geographic Area | The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the products were shipped: Year Ended December 29, December 30, December 31, United States of America $ 281,298 $ 572,129 $ 544,109 Singapore 318,790 460,569 383,278 Europe 116,316 109,547 78,745 Other 94,716 137,824 90,785 Total net sales $ 811,120 $ 1,280,069 $ 1,096,917 |
Summary of Segment Information Major Customers | The following table sets forth our major customers with 10% or more of sales, which comprised 82%, 79%, and 85% of net sales in 2023, 2022, and 2021, respectively: Year Ended December 29, December 30, December 31, Applied Materials $ 295,082 $ 396,261 $ 352,077 Lam Research $ 286,836 $ 616,391 $ 579,009 ASML (1) $ 85,589 -- -- (1) |
Earnings per Share (Tables)
Earnings per Share (Tables) | 12 Months Ended |
Dec. 29, 2023 | |
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 29, December 30, December 31, Numerator: Net income (loss) $ (42,985) $ 72,804 $ 70,899 Denominator: Basic weighted average ordinary shares outstanding 29,200,796 28,714,550 28,259,607 Dilutive effect of options 0 165,855 480,790 Dilutive effect of RSUs 0 74,853 237,357 Dilutive effect of ESPP 0 7,773 1,598 Diluted weighted average ordinary shares outstanding 29,200,796 28,963,031 28,979,352 Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1) 2,632,000 959,000 273,000 Earnings per share: Net income (loss) per share: Basic $ (1.47) $ 2.54 $ 2.51 Diluted $ (1.47) $ 2.51 $ 2.45 (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. 29, 2023 USD ($) Segment | Dec. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Original maturities acquisition period | 90 days | ||
Investment Maturity Period | 90 days | ||
Allowance for credit losses | $ 0 | $ 0 | $ 0 |
Number of reporting units | Segment | 1 | ||
Percentage threshold of likelihood of tax positions being realized upon settlement with taxing authority | 50% | ||
Foreign | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Cash held in foreign-based commercial banks | $ 59,700,000 | 48,400,000 | |
Losses incurred exceeding the insured limits | $ 0 | $ 0 | |
Accounts Receivable | Customer Concentration Risk | Three Customers | |||
Organization And Summary Of Significant Accounting Policies [Line Items] | |||
Concentration of credit risk, Percentage | 63% | 70% | |
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. 29, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-12-31 | |
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) | Dec. 29, 2023 |
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) | Dec. 29, 2023 |
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 | |
Finite Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 10 years |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - IMG Companies, LLC - USD ($) $ in Thousands | 12 Months Ended | ||
Nov. 19, 2021 | Dec. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Acquisition amount | $ 269,500 | ||
Allocated intangible assets | 65,000 | ||
Transaction costs incurred | $ 200 | $ 4,400 | |
Total acquisition consideration, working capital adjustment | 500 | ||
Net sales attributable to acquiree included in statement of operations | 7,300 | ||
Fair Value Adjustment to Inventory | |||
Business Acquisition [Line Items] | |||
Preliminary purchase price allocation charge to cost of sales | $ 2,500 | $ 1,400 | |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Allocated intangible assets | $ 62,400 | ||
Weighted average amortization period | 10 years | ||
Order Backlog | |||
Business Acquisition [Line Items] | |||
Allocated intangible assets | $ 2,600 | ||
Weighted average amortization period | 6 months |
Acquisitions - Schedule of Prel
Acquisitions - Schedule of Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Nov. 19, 2021 | Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 335,402 | $ 335,402 | $ 335,902 | $ 174,887 | |
IMG Companies, LLC | |||||
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 | 160,515 | ||||
Accounts payable | (3,853) | ||||
Accrued expenses | (5,620) | ||||
Other current liabilities | (2,109) | ||||
Lease liabilities | (14,509) | ||||
Total acquisition consideration | $ 269,500 |
Acquisitions - Summary of Pro F
Acquisitions - Summary of Pro Forma Results of Operations (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares | |
Business Combination and Asset Acquisition [Abstract] | |
Net sales | $ | $ 1,156,619 |
Net income | $ | $ 74,531 |
Net income per share: | |
Basic (in us per share) | $ / shares | $ 2.64 |
Diluted (in usd per share) | $ / shares | $ 2.57 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 190,027 | $ 197,726 |
Work in process | 36,849 | 56,291 |
Finished goods | 47,449 | 47,186 |
Excess and obsolete adjustment | (28,440) | (17,543) |
Total inventories | $ 245,885 | $ 283,660 |
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. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Inventory [Roll Forward] | |||
Beginning Balance | $ (17,543) | $ (14,051) | $ (12,742) |
Charge to cost of sales | (9,784) | (4,981) | (1,942) |
Disposition of inventory | (1,113) | 1,489 | 633 |
Ending Balance | $ (28,440) | $ (17,543) | $ (14,051) |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 175,906 | $ 164,907 |
Less accumulated depreciation | (83,151) | (66,852) |
Total property and equipment, net | 92,755 | 98,055 |
Machinery | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 113,529 | 90,507 |
Leasehold improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 46,129 | 43,129 |
Office furniture, fixtures, and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,320 | 1,337 |
Vehicles | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 396 | 401 |
Construction-in-process | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,216 | 19,869 |
Computer software, hardware, and equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 10,316 | $ 9,664 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 18.8 | $ 17.2 | $ 11.1 |
Capitalized cloud computing implementation costs, net of accumulated amortization | 8.1 | 8.1 | |
Amortization expense | $ 1.1 | $ 0.9 | $ 0.3 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 116,589 | $ 128,069 |
Accumulated amortization | (59,301) | (56,047) |
Carrying amount | 57,288 | 72,022 |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | 105,542 | 117,022 |
Accumulated amortization | (53,680) | (51,337) |
Carrying amount | $ 51,862 | $ 65,685 |
Customer relationships | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 8 years 8 months 12 days | 8 years 4 months 24 days |
Developed technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross value | $ 11,047 | $ 11,047 |
Accumulated amortization | (5,621) | (4,710) |
Carrying amount | $ 5,426 | $ 6,337 |
Weighted average useful life | 10 years | |
Developed technology | Weighted Average | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted average useful life | 10 years | 10 years |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2024 | $ 8,574 | |
2025 | 8,312 | |
2026 | 7,729 | |
2027 | 7,288 | |
2028 | 7,055 | |
Thereafter | 18,330 | |
Carrying amount | $ 57,288 | $ 72,022 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill beginning balance | $ 335,402 | $ 335,902 | $ 174,887 |
Acquisitions | 0 | (500) | 161,015 |
Goodwill ending balance | $ 335,402 | $ 335,402 | $ 335,902 |
Leases - Additional Information
Leases - Additional Information (Detail) | 12 Months Ended |
Dec. 29, 2023 USD ($) | |
Leases [Abstract] | |
Number of operating lease executed | 0 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 9,656 | $ 8,760 | $ 5,763 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 9,494 | $ 8,164 | $ 5,477 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Leases (Detail) | Dec. 29, 2023 | Dec. 30, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term of operating leases | 4 years 7 months 6 days | 5 years 3 months 18 days |
Weighted-average discount rate of operating leases | 3.40% | 3% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-Cancellable Leases (Detail) $ in Thousands | Dec. 29, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 9,463 |
2025 | 9,003 |
2026 | 8,572 |
2027 | 7,595 |
2028 | 3,166 |
Thereafter | 2,955 |
Total future minimum lease payments | 40,754 |
Less imputed interest | (3,104) |
Total lease liabilities | $ 37,650 |
Income Taxes - Summary of Infor
Income Taxes - Summary of Information on Company's Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
United States | $ (69,040) | $ (353) | $ 13,435 |
Foreign | 37,962 | 75,683 | 60,321 |
Income (loss) before income taxes | $ (31,078) | $ 75,330 | $ 73,756 |
Income Taxes - Significant Comp
Income Taxes - Significant Components of Income Tax Expense (Benefit) From Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (56) | $ 1,605 | $ 430 |
State | 16 | 912 | 1,524 |
Foreign | 2,633 | 3,224 | 2,766 |
Total current tax expense | 2,593 | 5,741 | 4,720 |
Deferred: | |||
Federal | 8,471 | (2,604) | (889) |
State | 1,529 | (45) | (771) |
Foreign | (686) | (566) | (203) |
Total deferred tax expense (benefit) | 9,314 | (3,215) | (1,863) |
Income tax expense | $ 11,907 | $ 2,526 | $ 2,857 |
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 | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Effective rate reconciliation: | ||||
U.S. federal tax expense | $ (6,527) | $ 15,819 | $ 15,489 | |
State income taxes, net | (1,713) | 752 | 577 | |
Permanent items | 928 | 248 | 680 | |
Foreign rate differential | (1,190) | (2,595) | (1,897) | |
Tax holiday | (4,962) | (11,676) | (9,653) | |
Credits | (1,661) | (1,882) | (1,647) | |
Tax contingencies | (331) | 462 | 482 | |
Share-based compensation | (122) | 166 | (2,640) | |
Withholding tax | 717 | 1,170 | 1,044 | |
Other, net | (763) | 112 | 385 | |
Valuation allowance | $ 11,100 | 27,531 | (50) | 37 |
Income tax expense | $ 11,907 | $ 2,526 | $ 2,857 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Income Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Deferred tax assets: | ||
Inventory | $ 7,962 | $ 6,648 |
Share-based compensation | 3,563 | 3,027 |
Accrued payroll | 1,306 | 1,942 |
Net operating loss carryforwards | 8,092 | 528 |
Tax credits | 4,987 | 2,525 |
Interest carryforwards | 4,099 | 0 |
Capitalized research expenses | 7,096 | 3,746 |
Intercompany interest | 2,758 | 2,341 |
Operating lease liabilities | 9,379 | 10,247 |
Other assets | 663 | 1,531 |
Deferred tax assets | 49,905 | 32,535 |
Valuation allowance | (28,038) | (507) |
Total deferred tax assets | 21,867 | 32,028 |
Deferred tax liabilities: | ||
Intangible assets | (3,631) | (3,245) |
Property, plant and equipment | (6,743) | (7,091) |
Operating lease right-of-use assets | (9,149) | (10,122) |
Other liabilities | (365) | (277) |
Total deferred tax liabilities | (19,888) | (20,735) |
Net deferred tax asset | $ 1,979 | $ 11,293 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 25, 2020 | |
Income Taxes [Line Items] | |||||
Operating loss carryforwards, federal | $ 31,100,000 | ||||
Operating loss carryforwards, state | 25,100,000 | ||||
Operating loss carryforwards, foreign | 1,300,000 | ||||
Tax holiday | 4,962,000 | $ 11,676,000 | $ 9,653,000 | ||
Unrecognized tax benefits for uncertain tax positions | 3,157,000 | 3,595,000 | 2,995,000 | $ 2,490,000 | |
Unrecognized tax benefits that would impact effective tax rate | 3,100,000 | ||||
Decrease in unrecognized tax benefits is reasonably possible | 100,000 | ||||
Decrease in potential interest and penalties | 200,000 | ||||
Unrecognized tax benefits, interest on income taxes expense | 0 | ||||
Unrecognized tax benefits, income tax penalties | 500,000 | ||||
Valuation allowance | $ 11,100,000 | 27,531,000 | (50,000) | 37,000 | |
Other Non-current Liabilities | |||||
Income Taxes [Line Items] | |||||
Unrecognized tax benefits for uncertain tax positions | 3,100,000 | ||||
Singapore | |||||
Income Taxes [Line Items] | |||||
Tax holiday | 5,000,000 | $ 11,700,000 | $ 9,700,000 | ||
Federal | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforward amount | $ 1,700,000 |
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. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 3,595 | $ 2,995 | $ 2,490 |
Increase related to current year tax positions | 488 | 689 | 597 |
Decrease in tax positions related to lapse of statute of limitations | (10) | (89) | (92) |
Decrease in tax positions related to settlements | (916) | ||
Ending balance | $ 3,157 | $ 3,595 | $ 2,995 |
Employee Benefit Programs - Add
Employee Benefit Programs - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of maximum annual contributions per employee | 50% | ||
Percentage of eligible employee receive discretionary matching contribution | 50% | ||
Employee matching contributions | $ 2.7 | $ 3 | $ 2.2 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Percentage of maximum annual contributions per employee | 4% |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | $ 250,000 | $ 302,500 |
Less unamortized debt issuance costs | (1,317) | (1,782) |
Total long-term debt, net | 248,683 | 300,718 |
Less current portion | (7,500) | (7,500) |
Long-term debt, less current portion, net | 241,183 | 293,218 |
Term loan | ||
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | 135,000 | 142,500 |
Revolving credit facility | ||
Line Of Credit Facility [Line Items] | ||
Total principal amount of long-term debt | $ 115,000 | $ 160,000 |
Long-Term Debt - Maturities of
Long-Term Debt - Maturities of long Term Debt Consist (Detail) - USD ($) $ in Thousands | Dec. 29, 2023 | Dec. 30, 2022 |
Debt Disclosure [Abstract] | ||
2024 | $ 7,500 | |
2025 | 7,500 | |
2026 | 235,000 | |
Total | $ 250,000 | $ 302,500 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) $ in Thousands | 12 Months Ended | |||
Oct. 29, 2021 USD ($) | Dec. 29, 2023 USD ($) | Dec. 30, 2022 USD ($) | Dec. 31, 2021 | |
Line Of Credit Facility [Line Items] | ||||
Weighted average interest rate across all credit facilities | 6.80% | 3.37% | 2.74% | |
Principal amount of long-term debt | $ 250,000 | $ 302,500 | ||
Term loan | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of long-term debt | 135,000 | 142,500 | ||
Revolving credit facility | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of long-term debt | $ 115,000 | $ 160,000 | ||
Credit Agreement | ||||
Line Of Credit Facility [Line Items] | ||||
Fixed charge coverage ratio | 1.25% | |||
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% | |||
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 | 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 | 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 | 7.58% | |||
Credit Agreement | Revolving credit facility | ||||
Line Of Credit Facility [Line Items] | ||||
Principal amount of long-term debt | $ 250,000 | |||
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 | Revolving credit facility | Maximum | ||||
Line Of Credit Facility [Line Items] | ||||
Percentage of commitment fee on unused portion of revolver | 0.35% |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2017 | Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | Dec. 29, 2017 | |
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 | $ 17,300,000 | $ 13,900,000 | $ 11,500,000 | ||
Total unrecognized share-based compensation expense relating to restricted shares | $ 100,000 | ||||
Weighted average remaining service period | 4 months 24 days | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, expiration period | 4 years | ||||
Awards vesting percentage | 25% | ||||
Awards vesting period | 3 years | ||||
Restricted Share Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, expiration period | 4 years | ||||
Awards vesting percentage | 25% | ||||
Awards vesting period | 3 years | ||||
Performance condition | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Awards vesting period | 3 years | ||||
Market condition | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Awards vesting period | 3 years | ||||
Restricted Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Total unrecognized share-based compensation expense relating to restricted shares | $ 31,700,000 | ||||
Weighted average remaining service period | 2 years 8 months 12 days | ||||
The 2016 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Ordinary shares reserved for issuance (in shares) | 1,888,000 | ||||
Percentage of outstanding ordinary shares | 2% | ||||
Share-based compensation arrangement by share-based payment award, expiration period | 7 years | ||||
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 | $ 900,000 | $ 1,000,000 | $ 600,000 | ||
Total unrecognized share-based compensation expense relating to restricted shares | $ 0 | ||||
Purchase price equal to percentage of fair market value of ordinary shares | 85% | ||||
2017 Employee Stock Purchase Plan | Ordinary Shares | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Ordinary shares remained eligible for issuance (in shares) | 2,200,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 29, 2023 USD ($) $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Roll Forward] | |
Weighted average exercise price per share, outstanding, beginning balance (in usd per share) | $ / shares | $ 23.35 |
Weighted average exercise price per share, exercised (in usd per share) | $ / shares | 20.69 |
Weighted average exercise price per share, forfeited or expired (in usd per share) | $ / shares | 21.84 |
Weighted average exercise price per share, outstanding, ending balance (in usd per share) | $ / shares | 24.36 |
Weighted average exercise price per share, exercisable (in usd per share) | $ / shares | $ 24.39 |
Weighted average remaining contractual term, outstanding | 2 years |
Weighted average remaining contractual term, exercisable | 2 years |
Aggregate intrinsic value, outstanding | $ | $ 5,399 |
Aggregate intrinsic value, exercisable | $ | $ 5,235 |
Service condition | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Roll Forward] | |
Number of stock options, outstanding, beginning balance (in shares) | shares | 805,115 |
Number of stock options, exercised (in shares) | shares | (215,884) |
Number of stock options, forfeited or expired (in shares) | shares | (7,068) |
Number of stock options, outstanding, ending balance (in shares) | shares | 582,163 |
Number of stock options, exercisable (in shares) | shares | 566,312 |
Share Based Compensation - Sche
Share Based Compensation - Schedule of Fair Value Information for Options Granted (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Additional Disclosures [Abstract] | |||
Total intrinsic value of options exercised | $ 3,041 | $ 1,232 | $ 11,859 |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of RSU Activity (Details) | 12 Months Ended |
Dec. 29, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Roll Forward] | |
Weighted average grant date fair value per share, unvested, beginning balance (in usd per share) | $ / shares | $ 30.26 |
Weighted average grant date fair value per share, granted (in usd per share) | $ / shares | 30.70 |
Weighted average grant date fair value per share, vested (in usd per share) | $ / shares | 30.09 |
Weighted average grant date fair value per share, forfeited (in usd per share) | $ / shares | 30.91 |
Weighted average grant date fair value per share, unvested, ending balance (in usd per share) | $ / shares | $ 30.37 |
Service condition | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Roll Forward] | |
Number of restricted share units, unvested, beginning balance (in shares) | 860,595 |
Number of restricted share units, granted (in shares) | 679,085 |
Number of restricted share units, vested (in shares) | (383,816) |
Number of restricted share units, forfeited (in shares) | (67,781) |
Number of restricted share units, unvested, ending balance (in shares) | 1,088,083 |
Performance condition | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Roll Forward] | |
Number of restricted share units, unvested, beginning balance (in shares) | 57,562 |
Number of restricted share units, granted (in shares) | 47,433 |
Number of restricted share units, vested (in shares) | 0 |
Number of restricted share units, forfeited (in shares) | (7,696) |
Number of restricted share units, unvested, ending balance (in shares) | 97,299 |
Market condition | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Roll Forward] | |
Number of restricted share units, unvested, beginning balance (in shares) | 86,342 |
Number of restricted share units, granted (in shares) | 96,301 |
Number of restricted share units, vested (in shares) | 0 |
Number of restricted share units, forfeited (in shares) | (11,542) |
Number of restricted share units, unvested, ending balance (in shares) | 171,101 |
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. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value per share, granted (in usd per share) | $ 30.70 | ||
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value per share, granted (in usd per share) | $ 30.70 | $ 27.24 | $ 49.59 |
Total grant-date fair value of shares vested | $ 11,550 | $ 9,644 | $ 5,871 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Weighted Average Assumption used to Measure Fair Value (Details) - 2017 Employee Stock Purchase Plan | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average expected term | 6 months | 6 months | 6 months |
Risk-free interest rate | 5.10% | 1.40% | 0.10% |
Dividend yield | 0% | 0% | 0% |
Volatility | 63.40% | 63.80% | 63.70% |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 29, 2023 USD ($) Segment | Dec. 30, 2022 USD ($) | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Foreign long-lived assets, exclusive of deferred tax assets | $ | $ 48.2 | $ 52.8 | |
Customer Concentration Risk | Sales Revenue, Net | Three Major Customers | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales from continuing operations | 82% | ||
Customer Concentration Risk | Sales Revenue, Net | Two Major Customer | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales from continuing operations | 79% | 85% |
Segment Information - Schedule
Segment Information - Schedule of Sales By Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total net sales | $ 811,120 | $ 1,280,069 | $ 1,096,917 |
United States of America | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 281,298 | 572,129 | 544,109 |
Singapore | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 318,790 | 460,569 | 383,278 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Total net sales | 116,316 | 109,547 | 78,745 |
Other | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 94,716 | $ 137,824 | $ 90,785 |
Segment Information - Sales fro
Segment Information - Sales from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 811,120 | $ 1,280,069 | $ 1,096,917 |
Lam Research | |||
Segment Reporting Information [Line Items] | |||
Net sales | 286,836 | 616,391 | 579,009 |
Applied Materials | |||
Segment Reporting Information [Line Items] | |||
Net sales | 295,082 | $ 396,261 | $ 352,077 |
ASML | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ 85,589 |
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. 29, 2023 | Dec. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share Basic And Diluted [Line Items] | |||
Net income (loss) | $ (42,985) | $ 72,804 | $ 70,899 |
Basic weighted average ordinary shares outstanding (in shares) | 29,200,796 | 28,714,550 | 28,259,607 |
Diluted weighted average ordinary shares outstanding (in shares) | 29,200,796 | 28,963,031 | 28,979,352 |
Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (in shares) | 2,632,000 | 959,000 | 273,000 |
Net income (loss) per share: | |||
Basic (in usd per share) | $ (1.47) | $ 2.54 | $ 2.51 |
Diluted (in usd per share) | $ (1.47) | $ 2.51 | $ 2.45 |
Options | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares (in shares) | 0 | 165,855 | 480,790 |
RSUs | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares (in shares) | 0 | 74,853 | 237,357 |
ESPP | |||
Earnings Per Share Basic And Diluted [Line Items] | |||
Dilutive effect of shares (in shares) | 0 | 7,773 | 1,598 |