ULTRA CLEAN HOLDINGS, INC., 10-K filed on 3/1/2022
Annual Report
v3.22.0.1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Feb. 22, 2022
Jun. 25, 2021
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2021    
Document Fiscal Year Focus 2020    
Document Fiscal Period Focus FY    
Trading Symbol UCTT    
Entity Registrant Name Ultra Clean Holdings, Inc.    
Entity Central Index Key 0001275014    
Current Fiscal Year End Date --12-25    
Entity Well-known Seasoned Issuer Yes    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Large Accelerated Filer    
Entity Shell Company false    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Common Stock, Shares Outstanding   44,949,955  
Entity Public Float     $ 2,323.3
Entity Interactive Data Current Yes    
Title of 12(b) Security Common Stock, $0.001 par value    
Security Exchange Name NASDAQ    
Entity File Number 000-50646    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 61-1430858    
Entity Address, Address Line One 26462 Corporate Avenue    
Entity Address, City or Town Hayward    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94545    
City Area Code 510    
Local Phone Number 576-4400    
Document Annual Report true    
Document Transition Report false    
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the 2022 annual meeting of stockholders are incorporated by reference in Part III of this Form 10-K where indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021.    
Auditor Firm ID 659    
Auditor Name Moss Adams LLP    
Auditor Location Seattle, WA United States    
v3.22.0.1
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 25, 2020
Current assets:    
Cash and cash equivalents $ 466.5 $ 200.3
Accounts receivable, net of allowance for doubtful accounts of $0.3 at December 31, 2021 and December 25, 2020 250.1 145.5
Inventories 379.2 180.4
Prepaid expenses and other current assets 41.3 18.9
Total current assets 1,137.1 545.1
Property, plant and equipment, net 242.3 159.2
Goodwill 270.0 171.1
Intangible assets, net 245.7 160.5
Deferred tax assets, net 37.6 23.5
Operating lease right-of-use assets 83.4 37.8
Other non-current assets 9.3 5.3
Total assets 2,025.4 1,102.5
Current liabilities:    
Bank borrowings 22.1 7.4
Accounts payable 332.9 121.3
Accrued compensation and related benefits 46.8 34.5
Operating lease liabilities 17.3 11.7
Other current liabilities 50.0 26.3
Total current liabilities 469.1 201.2
Bank borrowings, net of current portion 529.9 261.6
Deferred tax liabilities 54.9 33.6
Operating lease liabilities 65.9 31.1
Other liabilities 12.9 23.8
Total liabilities 1,132.7 551.3
Commitments and contingencies (See Note 9)
UCT stockholders’ equity:    
Preferred stock — $0.001 par value, 10.0 authorized; none outstanding
Common stock — $0.001 par value, 90.0 authorized; 44.9 and 40.6 shares issued and outstanding at December 31, 2021 and December 25, 2020, respectively 0.1 0.1
Additional paid-in capital 514.9 312.8
Common shares held in treasury, at cost, 0.6 shares at December 31, 2021 and December 25, 2020 (3.3) (3.3)
Retained earnings 337.4 217.9
Accumulated other comprehensive income (loss) (0.2) 5.1
Total UCT stockholders' equity 848.9 532.6
Noncontrolling interests 43.8 18.6
Total equity 892.7 551.2
Total liabilities and equity $ 2,025.4 $ 1,102.5
v3.22.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
shares in Millions, $ in Millions
Dec. 31, 2021
Dec. 25, 2020
Statement Of Financial Position [Abstract]    
Account receivable, allowance for doubtful accounts $ 0.3 $ 0.3
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10.0 10.0
Preferred stock, shares outstanding 0.0 0.0
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 90.0 90.0
Common stock, shares issued 44.9 40.6
Common stock, shares outstanding 44.9 40.6
Treasury stock, shares 0.6 0.6
v3.22.0.1
Consolidated Statements of Operations - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Revenues:      
Total revenues $ 2,101.6 $ 1,398.6 $ 1,066.2
Cost of revenues:      
Total cost revenues 1,671.6 1,106.8 869.4
Gross margin 430.0 291.8 196.8
Operating expenses:      
Research and development 24.5 14.8 14.6
Sales and marketing 48.2 25.1 22.4
General and administrative 171.6 130.5 129.9
Total operating expenses 244.3 170.4 166.9
Income from operations 185.7 121.4 29.9
Interest income 0.4 0.9 0.4
Interest expense 24.2 16.9 25.6
Other income (expense), net (7.6) (5.7) (2.4)
Income before provision for income taxes 154.3 99.7 2.3
Provision for income taxes 27.9 19.3 10.0
Net income (loss) 126.4 80.4 (7.7)
Less: Net income attributable to noncontrolling interests 6.9 2.8 1.7
Net income (loss) attributable to UCT $ 119.5 $ 77.6 $ (9.4)
Net income (loss) per share attributable to UCT common stockholders:      
Basic $ 2.75 $ 1.93 $ (0.24)
Diluted $ 2.69 $ 1.89 $ (0.24)
Shares used in computing net income (loss) per share:      
Basic 43.5 40.2 39.5
Diluted 44.4 41.1 39.5
Product [Member]      
Revenues:      
Product $ 1,803.9 $ 1,131.2 $ 840.8
Cost of revenues:      
Product 1,478.7 934.7 719.0
Services [Member]      
Revenues:      
Product 297.7 267.4 225.4
Cost of revenues:      
Product $ 192.9 $ 172.1 $ 150.4
v3.22.0.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ 126.4 $ 80.4 $ (7.7)
Other comprehensive income (loss):      
Change in cumulative translation adjustment (5.0) 6.5 (0.4)
Change in pension net actuarial gain / (loss) 0.4 (0.1) (0.3)
Cash flow hedges:      
Change in fair value of derivatives (0.7)    
Total other comprehensive income (loss), net of tax (5.3) 6.4 (0.7)
Other comprehensive income, net of tax, attributable to noncontrolling interests 6.9 2.8 1.7
Comprehensive income (loss) attributable to UCT $ 114.2 $ 84.0 $ (10.1)
v3.22.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Cash flows from operating activities:      
Net income (loss) $ 126.4 $ 80.4 $ (7.7)
Adjustments to reconcile net income (loss) to net cash provided by operating activities (excluding assets acquired, liabilities assumed and noncontrolling interests at acquisition):      
Depreciation and amortization 34.1 25.0 21.5
Amortization of intangible assets 33.4 19.8 20.1
Stock-based compensation 15.8 12.7 12.1
Amortization of debt issuance costs 3.4 1.9 1.8
Loss (gain) on the disposal of assets and business 0.2 (1.4) 2.0
Gain from insurance proceeds (7.3) (1.0)  
Deferred income taxes (3.2) 0.4 (3.6)
Change in the fair value of financial instruments 12.4 7.7 2.8
Changes in assets and liabilities, net of effects of acquisitions:      
Accounts receivable (53.0) (32.7) (4.5)
Inventories (125.1) (8.0) 22.3
Prepaid expenses and other current assets (4.2) 1.2 3.7
Other non-current assets (0.8) (0.1)  
Accounts payable 170.6 (12.6) 31.0
Accrued compensation and related benefits 1.8 9.7 9.0
Income taxes payable 7.7 2.8 (2.9)
Operating lease assets and liabilities (1.1) (1.1) 7.1
Other liabilities 0.5 (7.4) 6.3
Net cash provided by operating activities 211.6 97.3 121.0
Cash flows from investing activities:      
Purchases of property, plant and equipment (59.3) (36.4) (26.3)
Proceeds from sale of equipment, including insurance proceeds 7.7 6.6 7.0
Settlement of forward contracts in conjunction with acquisition (10.4)    
Acquisition of businesses, net of cash acquired (342.8)   (29.9)
Net cash used in investing activities (404.8) (29.8) (49.2)
Cash flows from financing activities:      
Proceeds from bank borrowings 415.2 76.7 41.8
Proceeds from issuance of common stock 193.6 0.6 0.3
Principal payments on bank borrowings and finance leases (131.8) (105.5) (93.0)
Payment of contingent earn-out   (1.4)  
Payments of debt issuance costs (8.9)    
Payments of dividends to a joint venture shareholder     (0.6)
Employees’ taxes paid upon vesting of restricted stock units (7.3) (1.5) (1.9)
Net cash provided by (used in) financing activities 460.8 (31.1) (53.4)
Effect of exchange rate changes on cash and cash equivalents (1.4) 1.4  
Net increase in cash and cash equivalents 266.2 37.8 18.4
Cash and cash equivalents at beginning of period 200.3 162.5 144.1
Cash and cash equivalents at end of period 466.5 200.3 162.5
Supplemental cash flow information:      
Income taxes paid, net of income tax refunds 23.1 16.4 14.5
Interest paid 19.9 15.6 23.6
Non-cash investing and financing activities:      
Property, plant and equipment purchased included in accounts payable and other liabilities 14.8 $ 3.2 5.0
Reclassification of stock purchase commitment to noncontrolling interest $ 16.5    
Fair value of earn-out payment related to business acquisitions     $ 1.4
v3.22.0.1
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Millions
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Treasury Shares [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Total stock holder's Equity of UCT [Member]
Noncontrolling Interests [Member]
Beginning balance at Dec. 28, 2018 $ 451.0 $ 0.1 $ 290.4 $ (3.3) $ 149.7 $ (0.6) $ 436.3 $ 14.7
Beginning balance, Shares at Dec. 28, 2018   39,100,000   600,000        
Issuance under employee stock plans 0.3   0.3       0.3  
Issuance under employee stock plans, Shares   900,000            
Stock-based compensation expense 12.1   12.1       12.1  
Employees’ taxes paid upon vesting of restricted stock units (1.9)   (1.9)       (1.9)  
Employees' taxes paid upon vesting of restricted stock units, Shares   (100,000)            
Net income (loss) (7.7)       (9.4)   (9.4) 1.7
Dividend payments to a joint venture shareholder (0.6)             (0.6)
Other comprehensive income (loss) (0.7)         (0.7) (0.7)  
Ending balance at Dec. 27, 2019 452.5 $ 0.1 300.9 $ (3.3) 140.3 (1.3) 436.7 15.8
Ending balance, Shares at Dec. 27, 2019   39,900,000   600,000        
Issuance under employee stock plans 0.6   0.6       0.6  
Issuance under employee stock plans, Shares   800,000            
Stock-based compensation expense 12.8   12.8       12.8  
Employees’ taxes paid upon vesting of restricted stock units (1.5)   (1.5)       (1.5)  
Employees' taxes paid upon vesting of restricted stock units, Shares   (100,000)            
Net income (loss) 80.4       77.6   77.6 2.8
Other comprehensive income (loss) 6.4         6.4 6.4  
Ending balance at Dec. 25, 2020 551.2              
Beginning balance at Dec. 31, 2020 551.2 $ 0.1 312.8 $ (3.3) 217.9 5.1 532.6 18.6
Beginning balance, Shares at Dec. 31, 2020   40,600,000   600,000        
Issuance under employee stock plans 0.8   0.8       0.8  
Issuance under employee stock plans, Shares   700,000            
Issuance of common stock 192.8   192.8       192.8  
Issuance of common stock, Shares   3,700,000            
Stock-based compensation expense 15.8   15.8       15.8  
Employees’ taxes paid upon vesting of restricted stock units (7.3)   (7.3)       (7.3)  
Employees' taxes paid upon vesting of restricted stock units, Shares   (100,000)            
Dividend income 0.1             0.1
Acquisition of Ham-Let 1.9             1.9
Reclassification related to Cinos Korea 16.5             16.5
Net income (loss) 126.4       119.5   119.5 6.9
Other comprehensive income (loss) (5.3)         (5.3) (5.3)  
Ending balance at Dec. 31, 2021 892.7 $ 0.1 $ 514.9 $ (3.3) $ 337.4 $ (0.2) $ 848.9 43.8
Ending balance, Shares at Dec. 31, 2021   44,900,000   600,000        
Dividend income $ (0.1)             $ (0.1)
v3.22.0.1
Organization and Significant Accounting Policies
 12 Months Ended
Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Organization and Significant Accounting Policies

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

Ultra Clean Holdings, Inc., (the “Company” or “UCT”) a Delaware corporation, was founded in November 2002 and became a publicly traded company on the NASDAQ Global Market in March 2004. The Company is a global leader in the design, engineering and manufacture of production tools, modules and subsystems for the semiconductor and display capital equipment markets. The Company’s products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics, process modules as well as other high-level assemblies. The Company’s services provide part cleaning, surface encapsulation, and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment markets.

Fiscal Year

The Company uses a 52-53-week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years.

Principles of Consolidation

The Company’s Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and all intercompany accounts and transactions have been eliminated in consolidation.

Noncontrolling interests

Noncontrolling interests are recognized to reflect the portion of the equity of the majority-owned subsidiaries which is not attributable, directly or indirectly, to the controlling stockholder. The Company’s consolidated entities include partially-owned entities, which are (1) Cinos Co., Ltd (“Cinos Korea”), a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and whose results the Company consolidates, (2) Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is majority owned by Cinos Korea and (3) Rovac Pte, Ltd (“Rovac”), a Singaporean Company that is majority owned by Ham-Let. The interest held by others in Cinos Korea, in Cinos China and in Rovac are presented as noncontrolling interests in the accompanying Consolidated Financial Statements. The noncontrolling interests will continue to be attributed their share of gains and losses even if that attribution results in a deficit noncontrolling interests’ balance.

Segments

The Financial Accounting Standards Board’s (“FASB”) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company has three operating segments and two reportable segments: Products and Services. See Note 15 to the Company’s Consolidated Financial Statements.

Foreign Currency Translation and Remeasurement

As of December 31, 2021, the functional currency of the Products business unit’s foreign subsidiaries, excluding the subsidiaries of Ham-Let, is the U.S. Dollar. The functional currency of the Ham-Let subsidiaries in Singapore, United Kingdom, Norway, Taiwan, South Korea and China, is their local currency, except for Israel, which is the

U.S. Dollar. The functional currency of the Service business unit’s foreign subsidiaries is the local currency, except for that of its Singapore and Scotland entities, which is the U.S. Dollar.

Due to the changes in economic factors in fluid delivery systems (“FDS”) and in Services’ entity in Scotland in fiscal 2020, the Company determined that the functional currency designation of FDS and Services’ entity in Scotland is the U.S. Dollar, a change from the functional foreign currency utilized in the prior year. The impact of these changes was not significant.

For the Company’s foreign subsidiaries where the local currency is the functional currency, the Company translates the financial statements of these subsidiaries to U.S. Dollars using month-end exchange rates for assets and liabilities, and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (“AOCI”) within UCT stockholders’ equity. For the Company’s foreign subsidiaries where the U.S. Dollar is the functional currency, any gains and losses resulting from the translation of the assets and liabilities of these subsidiaries are recorded in other income (expense), net.

Use of Estimates

The presentation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include inventory valuation, accounting for income taxes, business combinations, valuation of goodwill, intangible assets and long-lived assets. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustments. Actual amounts may differ from those estimates.

 

Cash and Cash Equivalents

The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States and internationally.

Concentration of Credit Risk

Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company sells its products and provides services primarily to semiconductor capital equipment manufacturers in the United States. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral.

The Company’s most significant customers (having individually accounted for 10% or more of accounts receivable) and their related revenues as a percentage of total revenues were as follows:  

 

 

 

Fiscal Year Ended

 

 

 

 

2021

 

 

 

2020

 

 

 

2019

 

 

Lam Research Corporation

 

 

40.2

 

%

 

 

42.9

 

%

 

 

41.7

 

%

Applied Materials, Inc.

 

23.8

 

 

 

24.2

 

 

 

25.2

 

 

Total

 

 

64.0

 

%

 

 

67.1

 

%

 

 

66.9

 

%

Two customers’ accounts receivable balances, Lam Research Corporation and Applied Materials, Inc. were individually greater than 10.0% of accounts receivable as of December 31, 2021, in the aggregate they represented 39.0%.

Fair Value of Measurements

The Company measures its cash equivalents, derivative contracts, contingent earn-out liabilities, pension obligation and common stock purchase obligation (prior to the reclass discussed in Note 10) at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.

Level 3 — Unobservable inputs that are supported by little or no market activities.

 

Derivative Financial Instruments

The Company uses forward contracts to hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions typically expected to occur within 24 months. The purpose of the hedge is to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated costs and eventual cash flows. The Company recognizes derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Consolidated Statements of Operations as other income (expense), net, or as a component of AOCI in the accompanying Consolidated Balance Sheets.

Inventories

Inventories are stated at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. The Company evaluates the valuation of all inventories, including raw materials, work-in-process, finished goods and spare parts on a periodic basis. Obsolete inventory or inventory in excess of management’s estimated usage is written down to its estimated market value less costs to sell, if less than its cost. Inherent in the estimates of market value are management’s estimates related to economic trends and future demand for the Company’s products.

Inventory write downs inherently involve judgments as to assumptions about expected future demand and the impact of market conditions on those assumptions. Although the Company believes that the assumptions it used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs.   For further discussion of the Company’s inventory see Note 3 of Notes to the Consolidated Financial Statements. .

Property, Plant and Equipment 

Property, plant and equipment are stated at cost, or, in the case of equipment under finance leases, the present value of future minimum lease payments at inception of the related lease. The Company also capitalizes interest on borrowings related to eligible capital expenditures. Capitalized interest is added to the cost of the qualified assets and is subject to depreciation. Depreciation and amortization are computed using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the leases. Useful lives range from three to fifty years. Direct costs incurred to develop software for internal use are capitalized and amortized over an estimated useful life of three or ten years. Costs related to the design or maintenance of internal use software are expensed as incurred. Capitalized internal use software is included in computer equipment and software.     For further discussion of the Company’s property, plant and equipment see Note 3 of Notes to the Consolidated Financial Statements. .

Long-lived Assets 

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The Company assesses the fair value of the assets based on the amount of the undiscounted future cash flows that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset are less than the carrying value of the asset. If the Company identifies an impairment, the Company reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach.

At the end of fiscal years 2021, 2020 and 2019, the Company assessed the useful lives of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required.

Leases 

The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and reassess that conclusion if the arrangement is modified. When the Company determines the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or a finance lease. Operating and finance leases with lease terms of one year or greater result in the Company recording a right-of-use (“ROU”) asset and lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable or when the implicit interest rate is not readily determinable, the Company uses its incremental borrowing rate.

The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization. The incremental borrowing rate is based on the Company’s collateralized borrowing capabilities over a similar term of the lease payments. The Company utilizes the incremental borrowing rate based on bank loan rates at the respective locations for leases where appropriate and the consolidated group bank loan rate where the Company does not have local bank financings.

The operating lease ROU asset also includes any lease payments made prior to the adoption of ASC 842 and excludes any lease incentives. Specific lease terms used in computing the ROU assets and lease liabilities may include options to extend or terminate the lease when the Company believes it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. As allowed by the guidance, the Company has 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. Operating leases are included in operating lease ROU assets, other current liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheet. The Company’s finance leases at December 31, 2021 were not significant.   For further discussion of the Company’s leases see Note 13 of Notes to the Consolidated Financial Statements..  

Goodwill and Indefinite Lived Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually. Intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated future discounted cash flows. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present. There were no impairments of the Company’s goodwill and purchased intangible assets in fiscal year 2021. For further discussion of the Company’s goodwill and intangible assets see Note 5 of Notes to the Consolidated Financial Statements.  

Deferred Debt Issuance Costs

Debt issuance costs incurred in connection with obtaining debt financing are deferred and presented as a direct deduction from Bank Borrowings in the accompanying Consolidated Balance Sheets. Deferred costs are amortized on an effective interest method basis over the contractual term.

Defined Benefit Pension Plan

The Company has a noncontributory defined benefit pension plan covering substantially all of the employees of three of its foreign entities upon termination of their employee services. For further discussion of the Company’s defined benefit pension plan see Note 8 of Notes to the Consolidated Financial Statements.

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company performs the following five steps to determine when to recognize revenue: (1) identification of the contract(s) with customers, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, a performance obligation is satisfied. For further discussion of the Company’s revenue recognition see Note 12 of Notes to the Consolidated Financial Statements.

 

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of revenues.

Research and Development Costs

Research and development costs are expensed as incurred.

Stock-Based Compensation Expense 

The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives and certain employees. These equity-based awards include restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). These awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years, subject to the employee’s continued service with the Company.  The RSAs and RSUs use grant date stock price as a proxy for fair value and compensation expense. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized over the derived service period based on the expected market performance as of the grant date.  The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price.  For further discussion of the Company’s employees stock plans see Note 11 of Notes to the Consolidated Financial Statements.

Government Subsidies

Government subsidies are recognized where there is reasonable assurance that the subsidy will be received and all attached conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the subsidy relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. When the subsidy does not relate to specific expenses or assets, the income is accounted for in the period where there is reasonable assurance that the subsidy will be received.  For further discussion of the Company’s government subsidies see Note 16 of Notes to the Consolidated Financial Statements.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities

using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future federal, state, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense.

The Company accounts for Global Intangible Low-Taxed Income as period costs when incurred.   For further discussion of the Company’s income taxes see Note 7 of Notes to the Consolidated Financial Statements

Net Income per Share

Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding and common equivalent shares from dilutive stock options and restricted stock using the treasury stock method, except when such shares are anti-dilutive. For further information of the Company’s income per share see Note 14 of Notes to Consolidated Financial Statements.

Business Combinations

The Company recognizes assets acquired (including goodwill and identifiable intangible assets), liabilities assumed and noncontrolling interest at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred.  For further discussion of the Company’s business combinations see Note 2 of Notes to the Consolidated Financial Statements

  

Accounting Standards Recently Adopted

 

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes”, as part of its initiative to reduce complexity in the accounting standards. The ASU eliminates certain exceptions from ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The guidance is effective for fiscal years beginning after December 15, 2020 and for interim periods within those fiscal years. The Company adopted ASU 2019-12 on December 26, 2020. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

Accounting Standards Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financing Reporting. This guidance provides temporary optional expedients and exceptions through December 31, 2022, to the U.S. GAAP guidance on contract modifications to ease the financial

reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The Company expects to adopt this guidance and apply it to reference rate reform effected arrangement modifications.  The Company does not expect this new standard to have a material effect on its Consolidated Financial Statements.

 

Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its Consolidated Financial Statements.

 
v3.22.0.1
Business Combinations
 12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Business Combinations

2. BUSINESS COMBINATIONS

 

Ham-Let (Israel-Canada) Ltd.

 

On March 31, 2021, the Company acquired all of the outstanding common shares of Ham-Let (Israel-Canada) Ltd., (“Ham-Let”) for total purchase consideration of $362.9 million paid in cash. In addition, the Company incurred approximately $11.0 million of costs related to the acquisition ($1.0 million incurred in fiscal year 2020 and $10.0 million in fiscal 2021).  Ham-Let engages in the development, manufacturing and marketing of process valves, fittings and hoses for the control and monitoring of industrial systems in a variety of markets, including the Semiconductor market.  These products are primarily used in ultra clean gas delivery systems for the transmission of liquids and gases. The Company’s primary reason for this acquisition was to broaden UCT’s relevance to the semiconductor equipment market and provide access to a new set of customers in the semiconductor fab infrastructure market. The Company borrowed an additional $355.0 million from its existing Credit Facility to finance the acquisition. See further discussion in Note 6 to the Notes to Consolidated Financial Statements.

 

In December 2020, the Company announced the acquisition of Ham-Let. The expected cash consideration for the equity valuation at that time was approximately 934.7 million Israeli New Shekel (“ILS”) or $287.1 million in equity value. US GAAP requires the recording of the purchase price of the acquired entity at the spot rate on acquisition date, rather than the cash amount hedged and paid. A loss of $10.4 million on the forward hedge contract that was adjusted for measurement period adjustments, was recorded in the accompanying Consolidated Statements of Operations as other income (expense), net for the year ended December 31, 2021.

 

The Company has assigned the purchase price of Ham-Let to the tangible assets, liabilities, identifiable intangible assets acquired and noncontrolling interest, based on their estimated fair values. The excess of purchase price over the aggregate fair value was recorded as goodwill. Goodwill associated with the acquisition is primarily attributable to the future technology, market presence and knowledgeable and experienced workforce. The fair value assigned to identifiable intangible assets acquired was determined using the income approach taking into account the Company’s consideration of a number of inputs, including an third-party analysis that was based upon estimates and assumptions provided by the Company. These estimates and assumptions were determined through established and generally accepted valuation techniques and with the assistance of a valuation specialist.

 

The assigned purchase price is preliminary pending the completion of various analyses and the finalization of estimates. The primary areas of the purchase price that are not yet finalized relate to the fair values of certain tangible assets and liabilities primarily, income and other taxes, intangible assets and residual goodwill. During the measurement period, which can be no more than one year from the date of acquisition, we expect to continue to obtain information to assist us in determining the final fair value of the net assets acquired at the acquisition date during the measurement period. Assets acquired, liabilities assumed and noncontrolling interest are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. Thus, the provisional measurements of fair value discussed above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired, liabilities assumed and noncontrolling interest, and the resulting amount of goodwill.

 

 

The following table summarizes the preliminary fair values of assets acquired, liabilities assumed and noncontrolling interest as of December 31, 2021 (in millions):

 

Fair Market Values (In millions)

 

 

 

 

Cash and cash equivalents

 

$

20.1

 

Accounts receivable

 

 

51.6

 

Inventories

 

 

73.7

 

Prepaid expenses and other

 

 

17.3

 

Property, plant and equipment

 

 

52.1

 

Goodwill

 

 

98.9

 

Purchased intangible assets

 

 

118.6

 

Deferred tax assets

 

 

0.8

 

Operating lease right-of-use assets

 

 

27.7

 

Other non-current assets

 

 

2.2

 

Total assets acquired

 

 

463.0

 

Bank borrowings

 

 

(5.0

)

Accounts payable

 

 

(30.8

)

Accrued compensation and related benefits

 

 

(10.5

)

Other current liabilities

 

 

(13.0

)

Deferred tax liabilities

 

 

(11.2

)

Operating lease liabilities

 

 

(23.8

)

Other liabilities

 

 

(4.0

)

Total liabilities assumed

 

 

(98.3

)

Noncontrolling interests

 

 

(1.8

)

Total consideration transferred

 

$

362.9

 

 

 

 

Useful

Life

 

 

Purchased Intangible

Assets

 

 

 

(In years)

 

 

(In millions)

 

Customer relationships

 

 

10

 

 

$

69.0

 

IP Knowhow

 

10 - 15

 

 

 

35.5

 

Trade names

 

 

5

 

 

 

9.8

 

Backlog

 

 

1

 

 

 

4.3

 

Total purchased intangible assets

 

 

 

 

 

$

118.6

 

 

The results of operations for the Company for the year ended December 31, 2021 include operating activities for Ham-Let since its acquisition date of March 31, 2021. For the year ended December 31, 2021, net revenue of approximately $187.5 million, attributable to Ham-Let was included in the consolidated results of operations. For the year ended December 31, 2021, results of operations included charges of $13.9 million attributable to amortization of purchased intangible assets. In addition, acquisition-related costs of $10.0 million were included in the results of operations for the year ended December 31, 2021.  Acquisition costs are included in general and administrative expenses in the Company’s consolidated results of operations.

Unaudited Pro Forma Consolidated Results

 

The following unaudited pro forma consolidated results of operations assume the acquisition was completed as of the beginning of the year of the reporting periods presented

 

 

The unaudited pro forma consolidated results of operations for the years ended December 31, 2021 and December 25, 2020 (in millions, except per share amounts) are summarized as follows:

 

 

 

December 31,

 

 

December 25,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

2,157.9

 

 

$

1,591.2

 

Net income

 

$

132.0

 

 

$

45.6

 

Basic earnings per share

 

$

3.04

 

 

$

1.13

 

Diluted earnings per share

 

$

2.98

 

 

$

1.11

 

 

The unaudited pro forma results above include adjustments related to the purchase price allocation and financing of the acquisition, primarily to increase amortization for the identifiable intangible assets, to increase interest expense for the additional debt incurred to complete the acquisition, to record the $11.6 million cumulative loss related to the forward contracts entered into, in conjunction with the acquisition and to reflect the related income tax effect. The unaudited pro forma results for the year ended December 25, 2020 include acquisition related costs of $14.5 million.

 

The unaudited pro forma combined financial information has been prepared by management for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of income in future periods or the results that would have been realized had UCT and Ham-Let been a combined company during the specified periods. The unaudited pro forma combined financial information does not reflect any operating efficiencies and/or cost savings that the Company may achieve with respect to the combined companies, or any liabilities that may result from integration activities.
v3.22.0.1
Balance Sheet Information
 12 Months Ended
Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Balance Sheet Information

3. BALANCE SHEET INFORMATION

Inventories consisted of the following:

 

 

 

December 31,

 

 

December 25,

 

(In millions)

 

2021

 

 

2020

 

Raw materials

 

$

 

220.9

 

 

$

 

102.9

 

Work in process

 

 

 

102.5

 

 

 

 

64.5

 

Finished goods

 

 

 

55.8

 

 

 

 

13.0

 

Total

 

$

 

379.2

 

 

$

 

180.4

 

 

At December 31, 2021 and December 25, 2020, inventory balances were $379.2 million and $180.4 million, respectively. The inventory write-downs are recorded on the basis of obsolete inventory or specific identified inventory in excess of estimated usage. For fiscal years 2021, 2020 and 2019, we wrote down inventories of $6.1 million, $3.4 million and $2.5 million, respectively.

Property, plant and equipment, net, consisted of the following:

 

 

Useful Life

 

December 31,

 

 

December 25,

 

(In millions)

(in years)

 

2021

 

 

2020

 

Land

n/a

 

$

 

4.7

 

 

$

 

3.8

 

Buildings

50

 

 

 

52.1

 

 

 

 

37.2

 

Leasehold improvements

*

 

 

 

67.3

 

 

 

 

46.7

 

Machinery and equipment

5-10

 

 

 

132.6

 

 

 

 

73.8

 

Computer equipment and software

3-10

 

 

 

57.7

 

 

 

 

42.5

 

Furniture and fixtures

5

 

 

 

5.2

 

 

 

 

4.4

 

 

 

 

 

 

319.6

 

 

 

 

208.4

 

Accumulated depreciation

 

 

 

 

(116.0

)

 

 

 

(84.0

)

Construction in progress

 

 

 

 

38.7

 

 

 

 

34.8

 

Total

 

 

$

 

242.3

 

 

$

 

159.2

 

 

* Lesser of estimated useful life or remaining lease term

 

Restructuring

During the first quarter of fiscal year 2020, the Company made a strategic decision to fully integrate Quantum Global Technologies, LLC’s (“QGT”) corporate office responsibilities from Quakertown, PA to UCT’s corporate office in Hayward, CA. As a result, the Company recorded a restructuring charge of $1.9 million for the fiscal year ended December 25, 2020, in general and administrative expense, primarily related to employee severance as well as the impaired value of the facility lease and losses on sale of equipment.

During the fourth quarter of fiscal year 2019, the Company made a strategic decision to close its machining operations in South San Francisco, CA. As a result, the Company recorded a restructuring charge of $12.6 million for fiscal year ended December 27, 2019, in general and administrative expense, related to the sale of equipment, facility leases, severance and write down of inventory.
v3.22.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Fair Value

4. FAIR VALUE

 

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy:

 

 

 

 

 

 

Fair Value Measurement at

 

 

 

 

 

 

Reporting Date Using

 

Description

 

December 31, 2021

 

 

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

 

 

Significant

Other Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

$

0.8

 

 

$

—

 

 

$

0.8

 

 

$

—

 

Pension obligation

 

$

4.0

 

 

$

—

 

 

$

—

 

 

$

4.0

 

 

 

 

 

 

 

Fair Value Measurement at

 

 

 

 

 

 

Reporting Date Using

 

Description

 

December 25, 2020

 

 

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

 

 

Significant

Other Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

$

1.1

 

 

$

—

 

 

$

1.1

 

 

$

—

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock purchase obligation

 

$

12.6

 

 

$

—

 

 

$

—

 

 

$

12.6

 

Pension obligation

 

$

4.7

 

 

$

—

 

 

$

—

 

 

$

4.7

 

 

The estimated fair value of foreign currency forward contracts is based upon quoted market prices obtained from independent pricing services for similar derivative contracts and these financial instruments are characterized as Level 2 assets in the fair value hierarchy.

The estimated fair value of common stock purchase obligation is based on a combination of an income and market valuation approach. The income and market valuation approaches may incorporate Level 3 fair value measures for instances when observable inputs are not available. The more significant judgmental assumptions used to estimate the value of common stock purchase obligation include an estimated discount rate, a range of assumptions that form the basis of the expected future net cash flows (e.g., the revenue growth rates and operating margins), and a company specific beta. The significant judgmental assumptions used that incorporate market data, including the relative weighting of market observable information and the comparability of that information in the valuation models, are forward-looking and could be affected by future economic and market conditions.

The estimated fair value of pension obligation is based on expected years of service and average compensation. The valuation model used to value pension obligation utilizes mortality rate, inflation, interest rate risks and changes in

the life expectancy for pensioners. These assumptions are routinely made in the appraisal process by the independent actuary thus resulted in a Level 3 classification.

 

There were no transfers from Level 1 or Level 2. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. Qualitative information about Level 3 fair value measurements is as follow:

 

(Dollars in millions, except rate/multiple)

 

December 31, 2021

 

 

Valuation

Techniques

 

Unobservable

Input

 

Rate/Multiple

 

Pension obligation

 

$

 

4.0

 

 

Projected unit credit method

 

Discount rate

 

 

2.60

%

 

 

 

 

 

 

 

 

 

Rate on return

 

 

1.60

%

 

 

 

 

 

 

 

 

 

Salary increase rate

 

 

3.00

%

 

Following is a summary of the Level 3 activity:

 

(In millions)

 

Pension

obligation

 

As of December 25, 2020

 

$

4.7

 

Benefits, payments and other adjustments

 

 

(0.7

)

As of December 31, 2021

 

$

4.0

 

 
v3.22.0.1
Goodwill and Intangible Assets
 12 Months Ended
Dec. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

5. GOODWILL AND INTANGIBLE ASSETS

The Company’s methodology for allocating the purchase price relating to an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the consideration transferred over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed.

 

To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value. Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results.

In the fourth quarters of 2021 and 2020, the Company conducted its annual impairment tests of goodwill and concluded that there was no goodwill impairment with respect to its reporting units.

Details of aggregate goodwill of the Company are as follows:

 

 

 

 

 

 

 

 

 

 

(In millions)

 

Products

 

 

Services

 

 

Total

 

Balance at December 25, 2020

 

$

97.6

 

 

$

73.5

 

 

$

171.1

 

Business combination

 

 

98.9

 

 

 

-

 

 

 

98.9

 

Balance at December 31, 2021

 

$

196.5

 

 

$

73.5

 

 

$

270.0

 

 

 

Intangible Assets

Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews indefinite lived intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable and tests definite lived intangible assets at least annually for impairment. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure.

Details of intangible assets were as follows:

 

 

 

 

 

 

As of December 31, 2021

 

 

As of December 25, 2020

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

Useful Life

 

 

Carrying

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

(Dollars in millions)

(in years)

 

 

Amount

Amortization

 

 

Value

 

 

Amount

 

 

Amortization

 

 

Value

 

Customer relationships

6 - 10

 

 

$

188.4

 

 

$

(66.9

)

 

$

121.5

 

 

$

119.4

 

 

$

(50.6

)

 

$

68.8

 

Tradename

4 - 6*

 

 

 

36.8

 

 

 

(17.5

)

 

 

19.3

 

 

 

27.0

 

 

 

(11.7

)

 

$

15.3

 

Intellectual property/know-how

7 - 15

 

 

 

49.4

 

 

 

(13.1

)

 

 

36.3

 

 

 

13.9

 

 

 

(9.8

)

 

$

4.1

 

Backlog

 

1

 

 

 

4.3

 

 

 

(3.9

)

 

 

0.4

 

 

-

 

 

-

 

 

-

 

Recipes

20

 

 

 

73.2

 

 

 

(12.2

)

 

 

61.0

 

 

 

73.2

 

 

 

(8.5

)

 

$

64.7

 

Standard operating procedures

20

 

 

 

8.6

 

 

 

(1.4

)

 

 

7.2

 

 

 

8.6

 

 

 

(1.0

)

 

$

7.6

 

Total

 

 

 

 

$

360.7

 

 

$

(115.0

)

 

$

245.7

 

 

$

242.1

 

 

$

(81.6

)

 

$

160.5

 

 

*

The Company concluded that the asset life of UCT tradename of $9.0 million is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

 

Amortization expense was approximately $33.4 million for the year ended December 31, 2021, $19.8 million for the year ended December 25, 2020, and $20.1 million for the year ended December 27, 2019.

 

 

Amortization

 

(In millions)

 

Expense

 

2022

 

$

31.6

 

2023

 

 

25.9

 

2024

 

 

25.0

 

2025

 

 

22.7

 

2026

 

 

21.6

 

Thereafter

 

 

109.9

 

Total

 

$

236.7

 

 
v3.22.0.1
Borrowing Arrangements
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Borrowing Arrangements

6. BORROWING ARRANGEMENTS

In August 2018, the Company entered into a credit agreement with Barclays Bank that provided a Term Loan, a Revolving Credit Facility, and a Letter of Credit Facility (the “Credit Facility”). UCT and certain of its subsidiaries have agreed to secure all of their obligations under the Credit Facility by granting a first priority lien in substantially all of their respective personal property assets (subject to certain exceptions and limitations).

In August 2018, the Company borrowed $350.0 million under the Term Loan and used the proceeds, together with cash on hand, to finance the acquisition of QGT and to refinance its previous credit facilities.   On March 31, 2021, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement to, among other things, (i) refinance and reprice $272.8 million of existing term B borrowings that will remain outstanding and (ii) obtained a $355.0 million senior secured incremental term loan B facility ((i) and (ii) collectively the “Term Loan”) with Barclays Bank, which increased the amount of term loan indebtedness outstanding under the Company’s Credit Facility.

The Term Loan has a maturity date of August 27, 2025, with monthly interest payments in arrears, quarterly principal payments of 0.625% of the outstanding principal balance as of March 31, 2021, with the remaining principal paid upon maturity. Under the Credit Facility, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Eurodollar Rate” (as defined in the Credit Agreement), based on LIBOR, plus the applicable margin. The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB- (with a stable outlook) or higher from S&P, (x) 3.50% for such Eurodollar term loans and (y) 2.50% for such ABR term loans or (ii) at all other times, (x) 3.75% for such Eurodollar term loans and (y) 2.75% for such ABR term loans. Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Eurodollar term loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. On March 29, 2021, the Company elected that the Term Loan outstanding as of March 31,2021, accrue interest based on the “Eurodollar Rate” for an initial interest period of one month. Pursuant to the Second Amendment to the Credit Agreement, the Credit Facility contains customary LIBOR replacement provisions in the event LIBOR is discontinued.  At December 31, 2021, the Company had an outstanding amount under the Term Loan of $555.1 million, gross of unamortized debt issuance costs of $13.4 million. As of December 31, 2021, interest rate on the outstanding Term Loan was 3.9%.

The Credit Agreement requires the Company to maintain certain financial covenants including a consolidated fixed charge coverage ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter of at least 1.25 to 1.00, and a consolidated leverage ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter of no greater than 3.75 to 1.00. The Company was in compliance with all financial covenants during the year ended December 31, 2021.

In 2020, Cinos China amended its existing Credit Agreement and entered into two additional Credit Agreements with a local bank that provide a term loan of $1.9 million with maturity date through September 23, 2022 and interest rates of 4.1%. As of December 31, 2021, Cinos China had $1.4 million outstanding amount of under this credit facility.

 

Ham-Let has credit facilities and loan agreements with various financial institutions. As of December 31, 2021, Ham-Let had $8.9 million of outstanding debt with interest rate of 1.0%

The Revolving Credit Facility has an initial available commitment of $65.0 million and a maturity date of August 27, 2023. The Company pays a quarterly commitment fee in arrears equal to 0.25% of the average daily available commitment outstanding.  As of December 31, 2021, the Company had no amount outstanding under this revolving credit facility. 

The Letter of Credit Facility has an initial available commitment of $50.0 million and a maturity date of August 27, 2023. The Company pays quarterly in arrears a fee equal to 2.5% (subject to certain adjustments to the Term Loan) of the dollar equivalent of all outstanding letters of credit, and a fronting fee equal to 0.125% of the undrawn and unexpired amount of each letter of credit. As of December 31, 2021, the Company had $2.4 million of outstanding letters of credit with beneficiaries such as landlords of certain facility leases, insurance providers and government agencies making up the majority of the outstanding balance. The remaining available commitments of $47.6 million on the Letter of Credit Facility.

In 2020, Cinos China amended its existing Credit Agreement and entered into two additional Credit Agreements with a local bank that provide Revolving Credit Facilities for a total available commitment of $1.0 million with various maturity dates through September 23, 2022 and interest rates of 2.0%. As of December 31, 2021, Cinos China had an no outstanding amount under these Credit Facilities.

Cinos Korea has Credit Agreements with various banks that provide Revolving Credit Facilities for a total available commitment of 600.0 million Korean Won (approximately $0.5 million) with annual renewals beginning from April 2021 through June 2021 and interest rates of 2.9%.  During the fiscal 2021, borrowings under these Revolving Facilities were insignificant and no amounts were outstanding as of December 31, 2021.

FDS has a credit agreement with a local bank in the Czech Republic that provides for a revolving credit facility in the aggregate of up to 6.0 million euros (approximately $6.8 million). As of December 31, 2021, the Company had no amount outstanding under this revolving credit facility.

As of December 31, 2021, the Company’s total bank debt was $555.1 million, net of unamortized debt issuance costs of $13.4 million.   As of December 31, 2021, the Company had $112.6 million, $6.8 million, $0.5 million and $1.0 million available to draw from its revolving credit facilities in the U.S., Czech Republic, South Korea and China, respectively.

The fair value of the Company’s long-term debt was based on Level 2 inputs, and fair value was determined using quoted prices for similar liabilities in inactive markets. The Company’s carrying value approximates fair value for the Company’s long term-debt.

As of December 31, 2021, the Company’s future debt principal payment obligations for the respective fiscal years were as follows:

 

 

Debt

 

(In millions)

 

(Principal only)

 

2022

 

$

13.8

 

2023

 

 

16.9

 

2024

 

 

15.7

 

2025

 

 

519.0

 

Total

 

$

565.4

 

 
v3.22.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Income Taxes

7. INCOME TAXES

The provision for income taxes consisted of the following:

 

 

Year Ended

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions)

2021

 

 

2020

 

 

2019

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

$

 

-

 

 

$

 

(0.1

)

 

$

 

0.1

 

State

 

 

1.0

 

 

 

 

0.9

 

 

 

 

0.1

 

Foreign

 

 

30.0

 

 

 

 

18.1

 

 

 

 

12.3

 

Total current

 

 

31.0

 

 

 

 

18.9

 

 

 

 

12.5

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

0.3

 

 

 

 

0.3

 

 

 

 

(0.1

)

State

 

 

0.4

 

 

 

 

0.5

 

 

 

 

0.7

 

Foreign

 

 

(3.8

)

 

 

 

(0.4

)

 

 

 

(3.1

)

Total deferred

 

 

(3.1

)

 

 

 

0.4

 

 

 

 

(2.5

)

Total provision

$

 

27.9

 

 

$

 

19.3

 

 

$

 

10.0

 

 

Income before provision for income taxes was generated from the following geographic areas:

 

Year Ended

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions)

2021

 

 

2020

 

 

2019

 

United States

$

 

(42.1

)

 

$

 

(24.5

)

 

$

 

(49.7

)

Foreign

 

 

196.4

 

 

 

 

124.2

 

 

 

 

52.0

 

Total pretax income

$

 

154.3

 

 

$

 

99.7

 

 

$

 

2.3

 

 

 

The effective tax rate differs from the U.S. federal statutory tax rate as follows:

 

 

 

Year Ended

 

 

 

 

December 31,

 

 

 

December 25,

 

 

 

December 27,

 

 

 

 

2021

 

 

 

2020

 

 

 

2019

 

 

Federal income tax provision at

   statutory rate

 

 

21.0

 

%

 

 

21.0

 

%

 

 

21.0

 

%

State income taxes, net of federal

   benefit

 

 

(0.1

)

%

 

 

0.6

 

%

 

 

(99.5

)

%

Effect of foreign operations

 

 

(10.3

)

%

 

 

(8.3

)

%

 

 

(85.3

)

%

Change in valuation allowance

 

 

2.9

 

%

 

 

(0.1

)

%

 

 

552.7

 

%

Foreign income inclusions

 

 

4.9

 

%

 

 

4.6

 

%

 

 

34.5

 

%

Nondeductible executive compensation

 

 

1.8

 

%

 

 

-

 

%

 

 

-

 

%

Common stock purchase obligation

 

 

-

 

%

 

 

1.2

 

%

 

 

-

 

%

Excess tax benefits related to stock-based compensation

 

 

(3.1

)

%

 

 

-

 

%

 

 

-

 

%

Income tax audit adjustment

 

 

-

 

%

 

 

1.3

 

%

 

 

-

 

%

Other

 

 

1.0

 

%

 

 

(1.0

)

%

 

 

(7.5

)

%

Effective Tax Rate

 

 

18.1

 

%

 

 

19.3

 

%

 

 

415.9

 

%

 

Significant components of deferred tax assets and liabilities are as follows:

 

 

 

Year Ended

 

 

 

December 31,

 

 

December 25,

 

(In millions)

 

2021

 

 

2020

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

Inventory valuation and basis difference

 

$

 

7.4

 

 

$

 

3.9

 

State taxes

 

 

 

-

 

 

 

 

0.2

 

Stock compensation

 

 

 

1.8

 

 

 

 

1.7

 

Operating lease liabilities

 

 

 

11.4

 

 

 

 

10.0

 

Interest expense limitation

 

 

 

13.0

 

 

 

 

6.8

 

Intangibles

 

 

 

12.9

 

 

 

 

12.6

 

Net operating losses

 

 

 

11.2

 

 

 

 

6.4

 

Tax credits

 

 

 

4.2

 

 

 

 

2.6

 

Other timing differences

 

 

 

6.6

 

 

 

 

4.9

 

 

 

 

 

68.5

 

 

 

 

49.1

 

Valuation allowance

 

 

 

(30.9

)

 

 

 

(25.6

)

Total deferred tax assets

 

 

 

37.6

 

 

 

 

23.5

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Undistributed earnings

 

 

 

(0.5

)

 

 

 

(0.5

)

Operating lease right-of-use assets

 

 

 

(10.8

)

 

 

 

(8.5

)

Depreciation

 

 

 

(8.7

)

 

 

 

(5.0

)

Intangibles

 

 

 

(19.7

)

 

 

 

(6.7

)

Goodwill

 

 

 

(15.2

)

 

 

 

(12.9

)

Total deferred tax liabilities

 

 

 

(54.9

)

 

 

 

(33.6

)

Net deferred tax liabilities

 

$

 

(17.3

)

 

$

 

(10.1

)

 

As of December 31, 2021, the Company had undistributed earnings of certain foreign subsidiaries of approximately $449.3 million that are considered indefinitely reinvested and on which we have not recognized deferred taxes. It is not practicable to determine the tax liability that might be incurred if these earnings were to be distributed.  For undistributed earnings of foreign subsidiaries which are not considered indefinitely reinvested deferred taxes have been accrued.  

 

 

As of December 31, 2021, a valuation allowance of $30.9 million was established for deferred tax assets related to U.S. federal and state assets and certain foreign assets. For fiscal 2021, the increase in the valuation allowance was $5.3 million.

 

The Company’s gross liability for unrecognized tax benefits as of December 31, 2021 and December 25, 2020 was $1.6 million and $0.9 million, respectively. If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $1.3 million as of December 31, 2021 ($0.9 million as of December 25, 2020) and a reduction in the effective tax rate.  Increases or decreases to interest and penalties on uncertain tax positions are included in the income tax provision in the Consolidated Statements of Operations. Interest related to uncertain tax positions for the periods ended December 31, 2021, December 25, 2020 and December 27, 2019, were $0.2 million, $0.3 million, and $0.3 million, respectively. There are no penalties accrued within the liability for unrecognized benefits. Although it is possible some of the unrecognized tax benefits could be settled within the next twelve months, the Company cannot reasonably estimate the outcome at this time.

 

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions):

 

Balance as of December 28, 2018

$

 

1.0

 

Expiration of the statute of limitations

 

 

-

 

Balance as of December 27, 2019

$

 

1.0

 

Expiration of the statute of limitations for the assessment of taxes

 

 

(0.1

)

Balance as of December 25, 2020

$

 

0.9

 

Increases related to prior year tax positions

 

 

0.2

 

Increases related to current year tax positions

 

 

0.7

 

Expiration of the statute of limitations for the assessment of taxes

 

 

(0.2

)

Balance as of December 31, 2021

$

 

1.6

 

 

As of December 31, 2021, the Company had California and foreign net operating loss carryforwards (“NOLs”) of approximately $46.9 million and $38.8 million, respectively.   The California NOLs begin expiring after 2031 and the foreign NOLs begin expiring after 2022.  The Company also had federal tax credit carryforwards of approximately $4.1 million which expire in various years from fiscal 2028 through 2041.

The Company files federal, state and foreign income tax returns in several U.S. and foreign jurisdictions. The federal statute of limitation has closed for years prior to 2018.  State statutes of limitation are generally closed for years prior to 2017. The statute of limitation for significant foreign jurisdictions has closed for years prior to 2018.

 

During the fiscal quarter ended December 25, 2020, the Company recorded a net charge to provision for income taxes of approximately $1.3 million related to the settlement of an income tax audit by the local tax authorities of Cinos Korea.  The net settlement reflects additional taxes and associated penalties for the tax years 2015 to 2019.

The Company is operating under a Development and Expansion Incentive (“DEI”) in Singapore which is effective through 2023.  The DEI reduces the local tax on certain Singapore income from a statutory rate of 17.0% to 5.0%.   The Company has also been granted a tax holiday in Malaysia, subject to certain conditions.  The Malaysia tax holiday period is expected to commence in fiscal year 2022.
v3.22.0.1
Retirement Plans
 12 Months Ended
Dec. 31, 2021
Compensation And Retirement Disclosure [Abstract]  
Retirement Plans

8. RETIREMENT PLANS

Defined Benefit Plan

Cinos Korea has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement. Ham-Let has noncontributory defined benefit pension plans covering its employees in Israel and South Korea upon their retirement.   The benefits for these plans are based on expected years of service and average compensation. The net period costs are recognized as employees render the services necessary to earn the postretirement benefits.  The Company records annual amounts relating to the pension plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates.  The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so.  The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic cost over future periods using the corridor method.  The Company believes that the assumptions utilized in recording its obligations under the plan are reasonable based on its experience and market conditions.  

As of December 31, 2021, the benefit obligation of the plans is $14.3 million and the fair value of the benefit plan assets, which are invested in several fixed deposit accounts with financial institutions is $10.3 million.  As of December 31, 2021, the unfunded balance of the plans of $4.0 million has been accrued for by the Company and is included in other long-term liabilities. Amounts recognized in the Consolidated Statement of Operations for the years ended December 31, 2021 and December 25, 2020 was $2.5 million and $1.6 million, respectively. Amounts recognized in accumulated other comprehensive income as of December 31, 2021 and December 25, 2020, was $1.2 million and $0.5 million, respectively.  The contributions to the plans by the Company and its subsidiaries during the years ended December 31, 2021 and December 25, 2020, was $3.2 million and $2.8 million, respectively.

As of December 31, 2021, the Company’s future payment obligations for the respective fiscal years are as follows:

 

 

 

 

 

(In millions)

 

 

 

 

2022

 

$

1.3

 

2023

 

 

1.4

 

2024

 

 

3.1

 

2025

 

 

1.1

 

2026

 

 

1.9

 

Thereafter

 

 

5.9

 

Total

 

$

14.7

 

Employee Savings and Retirement Plan

The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all US employees who meet certain eligibility requirements. Participants could elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25.0% of their salary to a maximum of the IRS limit. The Company matches 50.0% of participant salary up to 6.0% of employee contributions based upon eligibility. The Company made discretionary employer contributions of approximately $2.7 million, $2.3 million and $1.2 million to the 401(k) Plan in 2021, 2020 and 2019, respectively.
v3.22.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2021
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

9. COMMITMENTS AND CONTINGENCIES

Commitment

The Company had commitments to various third parties to purchase inventories totaling approximately $562.5 million at December 31, 2021.

Contingency

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims individually or in the aggregate cannot be predicted with certainty, the Company has not had a history of outcomes

to date that have been material to the statement of operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows.
v3.22.0.1
Stockholders' Equity and Noncontrolling Interests
 12 Months Ended
Dec. 31, 2021
Noncontrolling Interest [Abstract]  
Stockholders' Equity and Noncontrolling Interests

10. STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS

Equity Financings

During April 2021, the Company completed an underwritten public offering of 3.7 million shares of the Company’s common stock, for which the Company received net proceeds of approximately $192.8 million, after deducting the underwriting discounts and offering expenses payable by the Company.

Noncontrolling Interests

QGT, through its wholly-owned subsidiary in Singapore, owns part of the outstanding shares of Cinos Korea, a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and through a partial interest in Cinos China.  

 

The carrying value of the remaining interest held by another shareholder in Cinos Korea and the remaining interest in Cinos China are presented as noncontrolling interests in the accompanying Consolidated Financial Statements. The fair values of the noncontrolling interests were estimated based on the values of Cinos Korea and Cinos China on a 100.0% basis. The values were calculated based on the pro-rata portion of total QGT earnings before interest expense, taxes, depreciation and amortization contributed by each entity.

On July 24, 2021, the Company entered into an amendment with Cinos Korea and a shareholder of Cinos Korea to eliminate the obligation to purchase certain shares of the common stock owned by the shareholder. As a result, the carrying amount of noncontrolling interest in Cinos Korea was increased by 35.0%. The common stock purchase obligation of $16.5 million was reclassified to noncontrolling interest in the third quarter of fiscal 2021.

Rovac Pte, Ltd., which is based in Singapore, is a majority-owned company of Ham-Let. The carrying value of the remaining interest held by another shareholder in Rovac is presented as noncontrolling interests in the accompanying Consolidated Financial Statements.

v3.22.0.1
Employee Stock Plans
 12 Months Ended
Dec. 31, 2021
Postemployment Benefits [Abstract]  
Employee Stock Plans

11. EMPLOYEE STOCK PLANS

Employee Stock Plans

The Company grants stock awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) to its employees as part of the Company’s long-term equity compensation plan. These stock awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years, subject to the employee’s continued service with the Company and, in the case of PSUs, subject to achieving certain performance goals and market conditions. The Company also grants common stock to its board members in the form of restricted stock awards (“RSAs”), which vest on the earlier of 1) the next Annual Shareholder Meeting, or 2) 365 days from date of grant.

Stock-based compensation expense includes compensation costs related to estimated fair values of awards granted. The estimated fair value of the Company’s equity-based awards, net of expected forfeitures, is amortized on a straight-line basis over the awards’ vesting period and is adjusted for subsequent changes in estimated forfeitures related to all equity-based awards and performance as it relates to PSU’s.

Total stock-based compensation during the fiscal years 2021, 2020 and 2019, respectively, in various expense categories was as follows:

 

 

Year Ended

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions)

2021

 

 

2020

 

 

2019

 

Cost of revenues (1)

$

2.0

 

 

$

1.8

 

 

$

2.4

 

Research and development

 

0.2

 

 

 

0.1

 

 

 

0.3

 

Sales and marketing

 

1.3

 

 

 

1.3

 

 

 

1.3

 

General and administrative

 

12.3

 

 

 

9.5

 

 

 

8.1

 

Total stock-based compensation

 

15.8

 

 

 

12.7

 

 

 

12.1

 

Income tax benefit

 

(2.8

)

 

 

(2.5

)

 

 

-

 

Net stock-based compensation expense

$

13.0

 

 

$

10.2

 

 

$

12.1

 

 

 

(1)

Stock-based compensation expenses capitalized in inventory for fiscal years 2021, 2020 and 2019 were considered immaterial.

As of December 31, 2021, there was $21.1 million, net of forfeitures of $3.4 million of unrecognized compensation cost related to employee and director awards which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.4 years, and will be adjusted for subsequent changes in future grants.

For the fiscal years ended 2021, 2020 and 2019, vested shares of 0.1 million, 0.1 million and 0.1 million, respectively, were withheld to satisfy withholding tax obligations, resulting in the net issuance of 0.7 million, 0.6 million and 0.6 million shares, respectively.

 

Restricted Stock Units, Performance Stock Units and Restricted Stock Awards

The following table summarizes the Company’s PSUs, RSUs and RSAs activities through the year ended December 31, 2021:

 

 

 

 

 

 

Aggregate

 

 

 

 

 

 

 

Intrinsic

 

 

 

Number of

 

 

Value

 

 

 

Shares

 

 

(in millions)

 

Unvested restricted stock units and restricted stock awards at December 27, 2019

 

 

1.8

 

 

$

41.9

 

Granted

 

 

0.9

 

 

 

 

 

Vested

 

 

(0.8

)

 

 

 

 

Forfeited

 

 

(0.2

)

 

 

 

 

Unvested restricted stock units and restricted stock awards at December 25, 2020

 

 

1.7

 

 

$

54.1

 

Granted

 

 

0.4

 

 

23.6

 

Vested

 

 

(0.8

)

 

 

 

 

Forfeited

 

 

(0.1

)

 

 

 

 

Unvested restricted stock units and restricted stock awards at December 31, 2021

 

 

1.2

 

 

$

69.3

 

Vested and expected to vest restricted stock units and restricted stock

   awards

 

 

1.1

 

 

$

62.8

 

 

The RSU awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years, subject to the employee’s continued service with the Company.  During the year ended December 31, 2021, the Company approved and granted 406,473 RSU’s to employees with a weighted average grant date fair value of $48.94 per share.  

The Company also approved and granted 51,935 PSUs with a grant date fair value of $52.73 per share.  These PSUs also contained a market condition component, Total Shareholder Return (“TSR”) that added a weighted average grant date fair value of $6.75 per share.

Under the 2021 PSU program, performance goals are set at the time of grant and performance is reviewed at the end of a three-year period. The percentage to be applied to each participant’s target award ranges from zero to 200% based upon the extent to which the financial performance goals are achieved. If specific performance threshold levels for the financial goals are met on an annual basis, the amount earned for that element will be applied to one-third of the participants’ 2021 PSU award to determine the number of total units earned. 

At the end of the three-year performance period, the total units earned, if any, are adjusted by applying two modifiers, each ranging from 25% to (25)% based on (i) the Company’s relative total shareholder return  (“TSR”) compounded annual growth  rate (“CAGR”) which is based on the Company’s stock price changes relative to a group of peer companies and (ii) the “average annual difference in operating margin” is defined as non-GAAP operating margin divided by GAAP total revenue comparing the annual operating plan to actual results.  

The TSR modifier is intended to ensure that there are limited or no payouts under the 2021 PSU program if the Company’s stock performance is significantly below the median TSR. Where the financial goals have been met and where there has been strong relative TSR performance over the three-year performance period, the 2021 PSU program may provide substantial rewards to participants with a maximum payout of two times the initial 2021 PSU award.  

For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized over the requisite service period based on the expected market performance as of the grant date.   For the 2021 PSU awards, the Company used the following inputs for the Monte Carlo simulation: grant date stock price of $52.73, simulation term of 2.67 years, expected volatility of 64.69%, correlation coefficients using the same daily stock prices used for expected volatilities for both the Company and the peer group, risk free interest rate of 0.29%, which is the linear interpolation based on yields on the 2-year and 3-year rates for U.S. Treasury STRIPS and a dividend yield of zero, since the Company has not nor expects to pay a dividend.

Recipients of PSU awards generally must remain employed by the Company on a continuous basis through the end of the three-year performance period in order to receive any amount of the PSUs covered by that award. In events such as death, disability or retirement, the recipient may be entitled to pro-rata amounts of PSUs as defined in the Plan. Target shares subject to PSU awards do not have voting rights of common stock until earned and issued following the end of the three-year performance period.

In fiscal years 2021, 2020 and 2019, the Company granted 18,893, 46,363 and 69,783 shares, respectively, of common stock to its board members under the 2003 Incentive Plan. The total unamortized expense of the Company’s unvested RSAs as of December 31, 2021, is approximately $0.4 million.

 

Options

There was no stock-based compensation expense for fiscal years 2021, 2020 and 2019, attributable to stock options and no outstanding stock options as of December 31, 2021.

Employee Stock Purchase Plan

The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. The purchase price is 95% of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. There were 17,907 shares issued under the ESPP during the year ended December 31, 2021.
v3.22.0.1
Revenue Recognition
 12 Months Ended
Dec. 31, 2021
Revenue From Contract With Customer [Abstract]  
Revenue Recognition

12. REVENUE RECOGNITION

Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company sells its products and services primarily to customers in the semiconductor capital equipment industry. The Company’s revenues are highly concentrated, and we are therefore highly dependent upon a small number of customers. Typical payment terms with our customers range from 30 to 90 days.

The Company’s Products business segment provides warranty on its products for a period of up to two years and provides for warranty costs at the time of sale based on historical activity. Determination of the warranty reserve requires the Company to make estimates of product return rates and expected costs to repair or replace the products under warranty. If actual return rates and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize additional cost of revenues may be required in future periods. The warranty reserve is included in other current liabilities on the Consolidated Balance Sheets and is not considered significant.

The Company’s products are manufactured, and services provided at our locations throughout North America, Asia Pacific, Europe and the Middle East (“EMEA”). Sales to customers are initiated through a purchase order and are governed by our standard terms and conditions, written agreements, or both. Revenue is recognized when performance obligations under the terms of an agreement with a customer are satisfied; generally, this occurs with the transfer of control of the products or when the Company provides the services. Transfer of control occurs at a specific point-in-time. Based on the enforceable rights included in our agreements or prevailing terms and conditions, products produced by the Company without an alternative use are not protected by an enforceable right of payment that includes a reasonable profit throughout the duration of the agreement. Consignment sales are recognized in revenue at the earlier of the period that the goods are consumed or after a period of time subsequent to receipt by the customer as specified by terms of the agreement, provided control of the promised goods or services has transferred.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value-add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Certain of our customers may receive cash-based incentives, such as rebates or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. As of December 31, 2021, an accrual for unpaid customer rebates of $5.1 million is included in accounts receivable on the Company’s Consolidated Balance Sheet. The Company's disaggregated revenues are by segments.

 

The Company’s principal markets include America, Asia Pacific and EMEA. The Company’s foreign operations are conducted primarily through its subsidiaries in China, Singapore, Israel, Taiwan, South Korea, United Kingdom and the Czech Republic. Revenues by geographic area are categorized based on the customer’s location to which the products were shipped or services performed. The following table sets forth revenue by geographic area (in millions):

 

 

 

Year Ended

 

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

 

 

2021

 

 

2020

 

 

2019

 

United States

 

$

734.4

 

 

$

613.7

 

 

$

546.2

 

Singapore

 

 

778.5

 

 

 

494.4

 

 

 

302.1

 

South Korea

 

 

152.7

 

 

 

83.7

 

 

 

68.2

 

Austria

 

 

98.5

 

 

 

57.4

 

 

 

47.7

 

Taiwan

 

 

88.1

 

 

 

68.1

 

 

 

44.4

 

China

 

 

99.9

 

 

 

47.7

 

 

 

35.3

 

Israel

 

 

22.3

 

 

 

16.1

 

 

 

-

 

Others

 

 

127.2

 

 

 

17.5

 

 

 

22.3

 

Total

 

$

2,101.6

 

 

$

1,398.6

 

 

$

1,066.2

 

 

 
v3.22.0.1
Leases
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Leases

13. LEASES

The Company leases offices, facilities and equipment in locations throughout the United States, Asia Pacific and EMEA. The Company’s leases do not provide an implicit rate; thus, the Company uses an estimated incremental borrowing rate in determining the present value of lease payments. The components of lease expense were summarized as follows:

 

 

 

Year Ended

 

(Dollars in millions)

 

December 31, 2021

 

 

December 25, 2020

 

Operating lease cost

 

$

18.9

 

 

$

13.1

 

Short-term lease cost

 

 

1.9

 

 

1.3

 

Sublease income

 

 

(0.1

)

 

 

(0.1

)

Total lease cost

 

$

20.7

 

 

$

14.3

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

20.4

 

 

$

16.9

 

Weighted-average remaining lease term – operating leases

 

 

1.2

 

 

 

2.3

 

Weighted-average discount rate – operating leases

 

 

5.5

%

 

 

5.5

%

 

 

 

Future minimum payments under operating leases as of December 31, 2021 were summarized as follows:

 

(In millions)

 

Operating Leases

 

2022

 

$

19.7

 

2023

 

 

16.7

 

2024

 

 

13.6

 

2025

 

 

11.0

 

2026

 

 

9.8

 

Thereafter

 

 

25.5

 

Total minimum lease payments

 

 

96.3

 

Less: imputed interest

 

 

(13.1

)

Lease liability

 

$

83.2

 

 
v3.22.0.1
Net Income Per Share
 12 Months Ended
Dec. 31, 2021
Earnings Per Share [Abstract]  
Net Income Per Share

14. NET INCOME PER SHARE

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share:

 

 

 

Year Ended

 

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions, except share amounts)

 

2021

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to UCT

 

$

119.5

 

 

$

77.6

 

 

$

(9.4

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computation — basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

43.5

 

 

 

40.2

 

 

 

39.5

 

Shares used in computation — diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

43.5

 

 

 

40.2

 

 

 

39.5

 

Dilutive effect of common shares outstanding subject to repurchase

 

 

0.9

 

 

 

0.9

 

 

 

0.0

 

Shares used in computing diluted net income (loss) per share

 

 

44.4

 

 

 

41.1

 

 

 

39.5

 

Net income (loss) per share attributable to UCT — basic

 

$

2.75

 

 

$

1.93

 

 

$

(0.24

)

Net income (loss) per share attributable to UCT — diluted

 

$

2.69

 

 

$

1.89

 

 

$

(0.24

)

 

 
v3.22.0.1
Reportable Segments
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Reportable Segments

15. REPORTABLE SEGMENTS

 

The Company prepares financial results based on three operating segments and two reportable segments: Products and Services. These segments are organized primarily by the nature of the products and service they provide. Ham-Let was added to the Products segment.  The Company’s Chief Executive Officer (chief operating decision maker) views and evaluates operations based on the results of each of the reportable segments. The following table describes each segment:

 

Segment

 

Product or Services

 

Markets Served

 

Geographic Areas

Products

 

Assembly

Weldments

Machining

Fabrication

 

Semiconductor

 

United States

Asia Pacific

EMEA

Services

 

Cleaning                                     Coating

Analytics

 

Semiconductor

 

United States

Asia Pacific

EMEA

 

The Company uses segment profit or loss as the primary measure of profitability to evaluate operating performance and to allocate capital resources. Segment profit or loss is defined as a segment’s income or loss from continuing operations before other income and income taxes included in the accompanying consolidated statements of operations.

 

Any intercompany sales and associated profit (and any other intercompany items) are eliminated from segment results. There were no significant intercompany eliminations for the periods presented.

 

 

 

 

Fiscal Year End

 

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions)

 

2021

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

1,803.9

 

 

$

1,131.2

 

 

$

840.8

 

Services

 

 

297.7

 

 

 

267.4

 

 

 

225

 

Total segment revenues

 

$

2,101.6

 

 

$

1,398.6

 

 

$

1,066.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

325.2

 

 

$

196.5

 

 

$

121.8

 

Services

 

 

104.8

 

 

 

95.3

 

 

 

75.0

 

Total segment gross profit

 

$

430.0

 

 

$

291.8

 

 

$

196.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

154.3

 

 

$

97.2

 

 

$

18.3

 

Services

 

 

31.4

 

 

 

24.2

 

 

 

11.6

 

Total segment operating profit

 

$

185.7

 

 

$

121.4

 

 

$

29.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 25,

 

 

 

 

 

(In millions)

 

2021

 

 

2020

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

1,757.6

 

 

$

868.4

 

 

 

 

 

Services

 

 

267.8

 

 

 

234.1

 

 

 

 

 

Total segment assets

 

$

2,025.4

 

 

$

1,102.5

 

 

 

 

 
v3.22.0.1
Government Subsidies
 12 Months Ended
Dec. 31, 2021
Government Grants And Subsidies [Abstract]  
Government Subsidies

16. GOVERNMENT SUBSIDIES

 

From April through December of 2020, the Singapore government announced a series of relief measures for wages paid to local employees with the purpose of supporting employers during this period of economic uncertainty related to the COVID-19 pandemic, including the co-funding of wages incurred by local employers in fiscal 2020. The Company recorded a total amount $3.1 million subsidies in fiscal 2020.

 

The Company also received unconditional subsidies of $0.7 million and $1.5 million from the Chinese government during fiscal 2021 and 2020, respectively. These subsidies were recognized as other income in the consolidated statements of operations. In addition, the Chinese government reduced the cost of certain social insurance requirements and also subsidized rent which benefited the Company by $1.6 million in fiscal 2020. These subsidies were recorded as an offset to cost of revenues and other operating expenses.

 

 
v3.22.0.1
Organization and Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Fiscal Year

Fiscal Year

The Company uses a 52-53-week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years.
Principles of Consolidation

Principles of Consolidation

The Company’s Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and all intercompany accounts and transactions have been eliminated in consolidation.
Noncontrolling interests

Noncontrolling interests

Noncontrolling interests are recognized to reflect the portion of the equity of the majority-owned subsidiaries which is not attributable, directly or indirectly, to the controlling stockholder. The Company’s consolidated entities include partially-owned entities, which are (1) Cinos Co., Ltd (“Cinos Korea”), a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and whose results the Company consolidates, (2) Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is majority owned by Cinos Korea and (3) Rovac Pte, Ltd (“Rovac”), a Singaporean Company that is majority owned by Ham-Let. The interest held by others in Cinos Korea, in Cinos China and in Rovac are presented as noncontrolling interests in the accompanying Consolidated Financial Statements. The noncontrolling interests will continue to be attributed their share of gains and losses even if that attribution results in a deficit noncontrolling interests’ balance.

Segments

Segments

The Financial Accounting Standards Board’s (“FASB”) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company has three operating segments and two reportable segments: Products and Services. See Note 15 to the Company’s Consolidated Financial Statements.
Foreign Currency Translation and Remeasrement

Foreign Currency Translation and Remeasurement

As of December 31, 2021, the functional currency of the Products business unit’s foreign subsidiaries, excluding the subsidiaries of Ham-Let, is the U.S. Dollar. The functional currency of the Ham-Let subsidiaries in Singapore, United Kingdom, Norway, Taiwan, South Korea and China, is their local currency, except for Israel, which is the

U.S. Dollar. The functional currency of the Service business unit’s foreign subsidiaries is the local currency, except for that of its Singapore and Scotland entities, which is the U.S. Dollar.

Due to the changes in economic factors in fluid delivery systems (“FDS”) and in Services’ entity in Scotland in fiscal 2020, the Company determined that the functional currency designation of FDS and Services’ entity in Scotland is the U.S. Dollar, a change from the functional foreign currency utilized in the prior year. The impact of these changes was not significant.

For the Company’s foreign subsidiaries where the local currency is the functional currency, the Company translates the financial statements of these subsidiaries to U.S. Dollars using month-end exchange rates for assets and liabilities, and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (“AOCI”) within UCT stockholders’ equity. For the Company’s foreign subsidiaries where the U.S. Dollar is the functional currency, any gains and losses resulting from the translation of the assets and liabilities of these subsidiaries are recorded in other income (expense), net.
Use of Estimates

Use of Estimates

The presentation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include inventory valuation, accounting for income taxes, business combinations, valuation of goodwill, intangible assets and long-lived assets. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustments. Actual amounts may differ from those estimates.
Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States and internationally.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company sells its products and provides services primarily to semiconductor capital equipment manufacturers in the United States. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral.

The Company’s most significant customers (having individually accounted for 10% or more of accounts receivable) and their related revenues as a percentage of total revenues were as follows:  

 

 

 

Fiscal Year Ended

 

 

 

 

2021

 

 

 

2020

 

 

 

2019

 

 

Lam Research Corporation

 

 

40.2

 

%

 

 

42.9

 

%

 

 

41.7

 

%

Applied Materials, Inc.

 

23.8

 

 

 

24.2

 

 

 

25.2

 

 

Total

 

 

64.0

 

%

 

 

67.1

 

%

 

 

66.9

 

%

Two customers’ accounts receivable balances, Lam Research Corporation and Applied Materials, Inc. were individually greater than 10.0% of accounts receivable as of December 31, 2021, in the aggregate they represented 39.0%.
Fair Value of Measurements

Fair Value of Measurements

The Company measures its cash equivalents, derivative contracts, contingent earn-out liabilities, pension obligation and common stock purchase obligation (prior to the reclass discussed in Note 10) at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.

Level 3 — Unobservable inputs that are supported by little or no market activities.

 
Derivative Financial Instruments

Derivative Financial Instruments

The Company uses forward contracts to hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions typically expected to occur within 24 months. The purpose of the hedge is to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated costs and eventual cash flows. The Company recognizes derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Consolidated Statements of Operations as other income (expense), net, or as a component of AOCI in the accompanying Consolidated Balance Sheets.
Inventories

Inventories

Inventories are stated at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. The Company evaluates the valuation of all inventories, including raw materials, work-in-process, finished goods and spare parts on a periodic basis. Obsolete inventory or inventory in excess of management’s estimated usage is written down to its estimated market value less costs to sell, if less than its cost. Inherent in the estimates of market value are management’s estimates related to economic trends and future demand for the Company’s products.

Inventory write downs inherently involve judgments as to assumptions about expected future demand and the impact of market conditions on those assumptions. Although the Company believes that the assumptions it used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs.   For further discussion of the Company’s inventory see Note 3 of Notes to the Consolidated Financial Statements. .
Property, Plant and Equipment

Property, Plant and Equipment 

Property, plant and equipment are stated at cost, or, in the case of equipment under finance leases, the present value of future minimum lease payments at inception of the related lease. The Company also capitalizes interest on borrowings related to eligible capital expenditures. Capitalized interest is added to the cost of the qualified assets and is subject to depreciation. Depreciation and amortization are computed using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the leases. Useful lives range from three to fifty years. Direct costs incurred to develop software for internal use are capitalized and amortized over an estimated useful life of three or ten years. Costs related to the design or maintenance of internal use software are expensed as incurred. Capitalized internal use software is included in computer equipment and software.     For further discussion of the Company’s property, plant and equipment see Note 3 of Notes to the Consolidated Financial Statements. .
Long-lived Assets

Long-lived Assets 

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The Company assesses the fair value of the assets based on the amount of the undiscounted future cash flows that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset are less than the carrying value of the asset. If the Company identifies an impairment, the Company reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach.

At the end of fiscal years 2021, 2020 and 2019, the Company assessed the useful lives of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required.
Leases

Leases 

The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and reassess that conclusion if the arrangement is modified. When the Company determines the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or a finance lease. Operating and finance leases with lease terms of one year or greater result in the Company recording a right-of-use (“ROU”) asset and lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable or when the implicit interest rate is not readily determinable, the Company uses its incremental borrowing rate.

The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization. The incremental borrowing rate is based on the Company’s collateralized borrowing capabilities over a similar term of the lease payments. The Company utilizes the incremental borrowing rate based on bank loan rates at the respective locations for leases where appropriate and the consolidated group bank loan rate where the Company does not have local bank financings.

The operating lease ROU asset also includes any lease payments made prior to the adoption of ASC 842 and excludes any lease incentives. Specific lease terms used in computing the ROU assets and lease liabilities may include options to extend or terminate the lease when the Company believes it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. As allowed by the guidance, the Company has 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. Operating leases are included in operating lease ROU assets, other current liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheet. The Company’s finance leases at December 31, 2021 were not significant.   For further discussion of the Company’s leases see Note 13 of Notes to the Consolidated Financial Statements..  
Goodwill and Indefinite Lived Intangible Assets

Goodwill and Indefinite Lived Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually. Intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated future discounted cash flows. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present. There were no impairments of the Company’s goodwill and purchased intangible assets in fiscal year 2021. For further discussion of the Company’s goodwill and intangible assets see Note 5 of Notes to the Consolidated Financial Statements.  
Deferred Debt Issuance Costs

Deferred Debt Issuance Costs

Debt issuance costs incurred in connection with obtaining debt financing are deferred and presented as a direct deduction from Bank Borrowings in the accompanying Consolidated Balance Sheets. Deferred costs are amortized on an effective interest method basis over the contractual term.
Defined Benefit Plan

Defined Benefit Pension Plan

The Company has a noncontributory defined benefit pension plan covering substantially all of the employees of three of its foreign entities upon termination of their employee services. For further discussion of the Company’s defined benefit pension plan see Note 8 of Notes to the Consolidated Financial Statements.

Revenue Recognition

Revenue Recognition

Revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company performs the following five steps to determine when to recognize revenue: (1) identification of the contract(s) with customers, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, a performance obligation is satisfied. For further discussion of the Company’s revenue recognition see Note 12 of Notes to the Consolidated Financial Statements.

 

Shipping and Handling Costs

Shipping and handling costs are included as a component of cost of revenues.
Research and Development Costs

Research and Development Costs

Research and development costs are expensed as incurred.
Stock-Based Compensation Expense

Stock-Based Compensation Expense 

The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives and certain employees. These equity-based awards include restricted stock awards (“RSAs”) and restricted stock units (“RSUs”). These awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years, subject to the employee’s continued service with the Company.  The RSAs and RSUs use grant date stock price as a proxy for fair value and compensation expense. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized over the derived service period based on the expected market performance as of the grant date.  The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price.  For further discussion of the Company’s employees stock plans see Note 11 of Notes to the Consolidated Financial Statements.
Government Subsidies

Government Subsidies

Government subsidies are recognized where there is reasonable assurance that the subsidy will be received and all attached conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the subsidy relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. When the subsidy does not relate to specific expenses or assets, the income is accounted for in the period where there is reasonable assurance that the subsidy will be received.  For further discussion of the Company’s government subsidies see Note 16 of Notes to the Consolidated Financial Statements.
Income Taxes

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities

using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future federal, state, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense.

The Company accounts for Global Intangible Low-Taxed Income as period costs when incurred.   For further discussion of the Company’s income taxes see Note 7 of Notes to the Consolidated Financial Statements
Net Income per Share

Net Income per Share

Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding and common equivalent shares from dilutive stock options and restricted stock using the treasury stock method, except when such shares are anti-dilutive. For further information of the Company’s income per share see Note 14 of Notes to Consolidated Financial Statements.
Business Combinations

Business Combinations

The Company recognizes assets acquired (including goodwill and identifiable intangible assets), liabilities assumed and noncontrolling interest at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred.  For further discussion of the Company’s business combinations see Note 2 of Notes to the Consolidated Financial Statements
Recently Issued Accounting Pronouncements Not Yet Adopted

Accounting Standards Recently Adopted

 

In December 2019, the FASB issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes”, as part of its initiative to reduce complexity in the accounting standards. The ASU eliminates certain exceptions from ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. The guidance is effective for fiscal years beginning after December 15, 2020 and for interim periods within those fiscal years. The Company adopted ASU 2019-12 on December 26, 2020. The adoption of this standard did not have a material impact on the Company’s Consolidated Financial Statements.

Accounting Standards Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financing Reporting. This guidance provides temporary optional expedients and exceptions through December 31, 2022, to the U.S. GAAP guidance on contract modifications to ease the financial

reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The Company expects to adopt this guidance and apply it to reference rate reform effected arrangement modifications.  The Company does not expect this new standard to have a material effect on its Consolidated Financial Statements.

 

Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its Consolidated Financial Statements.

 
v3.22.0.1
Organization and Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Customers as Percentage of Total Revenues

The Company’s most significant customers (having individually accounted for 10% or more of accounts receivable) and their related revenues as a percentage of total revenues were as follows:  

 

 

 

Fiscal Year Ended

 

 

 

 

2021

 

 

 

2020

 

 

 

2019

 

 

Lam Research Corporation

 

 

40.2

 

%

 

 

42.9

 

%

 

 

41.7

 

%

Applied Materials, Inc.

 

23.8

 

 

 

24.2

 

 

 

25.2

 

 

Total

 

 

64.0

 

%

 

 

67.1

 

%

 

 

66.9

 

%
v3.22.0.1
Business Combinations (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition

The following table summarizes the preliminary fair values of assets acquired, liabilities assumed and noncontrolling interest as of December 31, 2021 (in millions):

 

Fair Market Values (In millions)

 

 

 

 

Cash and cash equivalents

 

$

20.1

 

Accounts receivable

 

 

51.6

 

Inventories

 

 

73.7

 

Prepaid expenses and other

 

 

17.3

 

Property, plant and equipment

 

 

52.1

 

Goodwill

 

 

98.9

 

Purchased intangible assets

 

 

118.6

 

Deferred tax assets

 

 

0.8

 

Operating lease right-of-use assets

 

 

27.7

 

Other non-current assets

 

 

2.2

 

Total assets acquired

 

 

463.0

 

Bank borrowings

 

 

(5.0

)

Accounts payable

 

 

(30.8

)

Accrued compensation and related benefits

 

 

(10.5

)

Other current liabilities

 

 

(13.0

)

Deferred tax liabilities

 

 

(11.2

)

Operating lease liabilities

 

 

(23.8

)

Other liabilities

 

 

(4.0

)

Total liabilities assumed

 

 

(98.3

)

Noncontrolling interests

 

 

(1.8

)

Total consideration transferred

 

$

362.9

 
Summary of Purchased Intangible Assets

 

 

Useful

Life

 

 

Purchased Intangible

Assets

 

 

 

(In years)

 

 

(In millions)

 

Customer relationships

 

 

10

 

 

$

69.0

 

IP Knowhow

 

10 - 15

 

 

 

35.5

 

Trade names

 

 

5

 

 

 

9.8

 

Backlog

 

 

1

 

 

 

4.3

 

Total purchased intangible assets

 

 

 

 

 

$

118.6

 

 
Unaudited Pro forma Consolidated Results of Operations

The unaudited pro forma consolidated results of operations for the years ended December 31, 2021 and December 25, 2020 (in millions, except per share amounts) are summarized as follows:

 

 

 

December 31,

 

 

December 25,

 

 

 

2021

 

 

2020

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

2,157.9

 

 

$

1,591.2

 

Net income

 

$

132.0

 

 

$

45.6

 

Basic earnings per share

 

$

3.04

 

 

$

1.13

 

Diluted earnings per share

 

$

2.98

 

 

$

1.11

 
v3.22.0.1
Balance Sheet Information (Tables)
 12 Months Ended
Dec. 31, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Summary of Inventories

Inventories consisted of the following:

 

 

 

December 31,

 

 

December 25,

 

(In millions)

 

2021

 

 

2020

 

Raw materials

 

$

 

220.9

 

 

$

 

102.9

 

Work in process

 

 

 

102.5

 

 

 

 

64.5

 

Finished goods

 

 

 

55.8

 

 

 

 

13.0

 

Total

 

$

 

379.2

 

 

$

 

180.4

 
Property, Plant and Equipment, Net

Property, plant and equipment, net, consisted of the following:

 

 

Useful Life

 

December 31,

 

 

December 25,

 

(In millions)

(in years)

 

2021

 

 

2020

 

Land

n/a

 

$

 

4.7

 

 

$

 

3.8

 

Buildings

50

 

 

 

52.1

 

 

 

 

37.2

 

Leasehold improvements

*

 

 

 

67.3

 

 

 

 

46.7

 

Machinery and equipment

5-10

 

 

 

132.6

 

 

 

 

73.8

 

Computer equipment and software

3-10

 

 

 

57.7

 

 

 

 

42.5

 

Furniture and fixtures

5

 

 

 

5.2

 

 

 

 

4.4

 

 

 

 

 

 

319.6

 

 

 

 

208.4

 

Accumulated depreciation

 

 

 

 

(116.0

)

 

 

 

(84.0

)

Construction in progress

 

 

 

 

38.7

 

 

 

 

34.8

 

Total

 

 

$

 

242.3

 

 

$

 

159.2

 
v3.22.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2021
Fair Value Disclosures [Abstract]  
Assets or Liabilities Measured at Fair Value The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy:

 

 

 

 

 

Fair Value Measurement at

 

 

 

 

 

 

Reporting Date Using

 

Description

 

December 31, 2021

 

 

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

 

 

Significant

Other Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

$

0.8

 

 

$

—

 

 

$

0.8

 

 

$

—

 

Pension obligation

 

$

4.0

 

 

$

—

 

 

$

—

 

 

$

4.0

 

 

 

 

 

 

 

Fair Value Measurement at

 

 

 

 

 

 

Reporting Date Using

 

Description

 

December 25, 2020

 

 

Quoted Prices in

Active Markets for

Identical Assets

(Level 1)

 

 

Significant

Other Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

$

1.1

 

 

$

—

 

 

$

1.1

 

 

$

—

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock purchase obligation

 

$

12.6

 

 

$

—

 

 

$

—

 

 

$

12.6

 

Pension obligation

 

$

4.7

 

 

$

—

 

 

$

—

 

 

$

4.7

 
Summary of Qualitative Information About Level 3 Fair Value Measurements

There were no transfers from Level 1 or Level 2. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. Qualitative information about Level 3 fair value measurements is as follow:

(Dollars in millions, except rate/multiple)

 

December 31, 2021

 

 

Valuation

Techniques

 

Unobservable

Input

 

Rate/Multiple

 

Pension obligation

 

$

 

4.0

 

 

Projected unit credit method

 

Discount rate

 

 

2.60

%

 

 

 

 

 

 

 

 

 

Rate on return

 

 

1.60

%

 

 

 

 

 

 

 

 

 

Salary increase rate

 

 

3.00

%

 
Summary of Level 3 Activity

Following is a summary of the Level 3 activity:

(In millions)

 

Pension

obligation

 

As of December 25, 2020

 

$

4.7

 

Benefits, payments and other adjustments

 

 

(0.7

)

As of December 31, 2021

 

$

4.0

 

 
v3.22.0.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Details of Goodwill

Details of aggregate goodwill of the Company are as follows:

 

 

 

 

 

 

 

 

 

 

(In millions)

 

Products

 

 

Services

 

 

Total

 

Balance at December 25, 2020

 

$

97.6

 

 

$

73.5

 

 

$

171.1

 

Business combination

 

 

98.9

 

 

 

-

 

 

 

98.9

 

Balance at December 31, 2021

 

$

196.5

 

 

$

73.5

 

 

$

270.0

 
Purchased Intangible Assets

Details of intangible assets were as follows:

 

 

 

 

 

 

As of December 31, 2021

 

 

As of December 25, 2020

 

 

 

 

 

 

Gross

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

Useful Life

 

 

Carrying

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

(Dollars in millions)

(in years)

 

 

Amount

Amortization

 

 

Value

 

 

Amount

 

 

Amortization

 

 

Value

 

Customer relationships

6 - 10

 

 

$

188.4

 

 

$

(66.9

)

 

$

121.5

 

 

$

119.4

 

 

$

(50.6

)

 

$

68.8

 

Tradename

4 - 6*

 

 

 

36.8

 

 

 

(17.5

)

 

 

19.3

 

 

 

27.0

 

 

 

(11.7

)

 

$

15.3

 

Intellectual property/know-how

7 - 15

 

 

 

49.4

 

 

 

(13.1

)

 

 

36.3

 

 

 

13.9

 

 

 

(9.8

)

 

$

4.1

 

Backlog

 

1

 

 

 

4.3

 

 

 

(3.9

)

 

 

0.4

 

 

-

 

 

-

 

 

-

 

Recipes

20

 

 

 

73.2

 

 

 

(12.2

)

 

 

61.0

 

 

 

73.2

 

 

 

(8.5

)

 

$

64.7

 

Standard operating procedures

20

 

 

 

8.6

 

 

 

(1.4

)

 

 

7.2

 

 

 

8.6

 

 

 

(1.0

)

 

$

7.6

 

Total

 

 

 

 

$

360.7

 

 

$

(115.0

)

 

$

245.7

 

 

$

242.1

 

 

$

(81.6

)

 

$

160.5

 
Future Estimated Amortization Expense

 

 

Amortization

 

(In millions)

 

Expense

 

2022

 

$

31.6

 

2023

 

 

25.9

 

2024

 

 

25.0

 

2025

 

 

22.7

 

2026

 

 

21.6

 

Thereafter

 

 

109.9

 

Total

 

$

236.7

 

 
v3.22.0.1
Borrowing Arrangements (Tables)
 12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Schedule of Future Debt Payment Obligations

As of December 31, 2021, the Company’s future debt principal payment obligations for the respective fiscal years were as follows:

 

 

Debt

 

(In millions)

 

(Principal only)

 

2022

 

$

13.8

 

2023

 

 

16.9

 

2024

 

 

15.7

 

2025

 

 

519.0

 

Total

 

$

565.4

 
v3.22.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2021
Income Tax Disclosure [Abstract]  
Provision for Income Taxes

The provision for income taxes consisted of the following:

 

 

Year Ended

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions)

2021

 

 

2020

 

 

2019

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

$

 

-

 

 

$

 

(0.1

)

 

$

 

0.1

 

State

 

 

1.0

 

 

 

 

0.9

 

 

 

 

0.1

 

Foreign

 

 

30.0

 

 

 

 

18.1

 

 

 

 

12.3

 

Total current

 

 

31.0

 

 

 

 

18.9

 

 

 

 

12.5

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

0.3

 

 

 

 

0.3

 

 

 

 

(0.1

)

State

 

 

0.4

 

 

 

 

0.5

 

 

 

 

0.7

 

Foreign

 

 

(3.8

)

 

 

 

(0.4

)

 

 

 

(3.1

)

Total deferred

 

 

(3.1

)

 

 

 

0.4

 

 

 

 

(2.5

)

Total provision

$

 

27.9

 

 

$

 

19.3

 

 

$

 

10.0

 
U.S. and Foreign Components of Income before Income Taxes

Income before provision for income taxes was generated from the following geographic areas:

 

Year Ended

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions)

2021

 

 

2020

 

 

2019

 

United States

$

 

(42.1

)

 

$

 

(24.5

)

 

$

 

(49.7

)

Foreign

 

 

196.4

 

 

 

 

124.2

 

 

 

 

52.0

 

Total pretax income

$

 

154.3

 

 

$

 

99.7

 

 

$

 

2.3

 
Effective Tax Rate Differs from U.S. Federal Statutory Tax Rate

The effective tax rate differs from the U.S. federal statutory tax rate as follows:

 

 

 

Year Ended

 

 

 

 

December 31,

 

 

 

December 25,

 

 

 

December 27,

 

 

 

 

2021

 

 

 

2020

 

 

 

2019

 

 

Federal income tax provision at

   statutory rate

 

 

21.0

 

%

 

 

21.0

 

%

 

 

21.0

 

%

State income taxes, net of federal

   benefit

 

 

(0.1

)

%

 

 

0.6

 

%

 

 

(99.5

)

%

Effect of foreign operations

 

 

(10.3

)

%

 

 

(8.3

)

%

 

 

(85.3

)

%

Change in valuation allowance

 

 

2.9

 

%

 

 

(0.1

)

%

 

 

552.7

 

%

Foreign income inclusions

 

 

4.9

 

%

 

 

4.6

 

%

 

 

34.5

 

%

Nondeductible executive compensation

 

 

1.8

 

%

 

 

-

 

%

 

 

-

 

%

Common stock purchase obligation

 

 

-

 

%

 

 

1.2

 

%

 

 

-

 

%

Excess tax benefits related to stock-based compensation

 

 

(3.1

)

%

 

 

-

 

%

 

 

-

 

%

Income tax audit adjustment

 

 

-

 

%

 

 

1.3

 

%

 

 

-

 

%

Other

 

 

1.0

 

%

 

 

(1.0

)

%

 

 

(7.5

)

%

Effective Tax Rate

 

 

18.1

 

%

 

 

19.3

 

%

 

 

415.9

 

%
Significant Components of Deferred Tax Assets and Liabilities

 

Significant components of deferred tax assets and liabilities are as follows:

 

 

 

Year Ended

 

 

 

December 31,

 

 

December 25,

 

(In millions)

 

2021

 

 

2020

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

Inventory valuation and basis difference

 

$

 

7.4

 

 

$

 

3.9

 

State taxes

 

 

 

-

 

 

 

 

0.2

 

Stock compensation

 

 

 

1.8

 

 

 

 

1.7

 

Operating lease liabilities

 

 

 

11.4

 

 

 

 

10.0

 

Interest expense limitation

 

 

 

13.0

 

 

 

 

6.8

 

Intangibles

 

 

 

12.9

 

 

 

 

12.6

 

Net operating losses

 

 

 

11.2

 

 

 

 

6.4

 

Tax credits

 

 

 

4.2

 

 

 

 

2.6

 

Other timing differences

 

 

 

6.6

 

 

 

 

4.9

 

 

 

 

 

68.5

 

 

 

 

49.1

 

Valuation allowance

 

 

 

(30.9

)

 

 

 

(25.6

)

Total deferred tax assets

 

 

 

37.6

 

 

 

 

23.5

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

Undistributed earnings

 

 

 

(0.5

)

 

 

 

(0.5

)

Operating lease right-of-use assets

 

 

 

(10.8

)

 

 

 

(8.5

)

Depreciation

 

 

 

(8.7

)

 

 

 

(5.0

)

Intangibles

 

 

 

(19.7

)

 

 

 

(6.7

)

Goodwill

 

 

 

(15.2

)

 

 

 

(12.9

)

Total deferred tax liabilities

 

 

 

(54.9

)

 

 

 

(33.6

)

Net deferred tax liabilities

 

$

 

(17.3

)

 

$

 

(10.1

)
Activity Related to Company's Unrecognized Tax Benefits

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions):

Balance as of December 28, 2018

$

 

1.0

 

Expiration of the statute of limitations

 

 

-

 

Balance as of December 27, 2019

$

 

1.0

 

Expiration of the statute of limitations for the assessment of taxes

 

 

(0.1

)

Balance as of December 25, 2020

$

 

0.9

 

Increases related to prior year tax positions

 

 

0.2

 

Increases related to current year tax positions

 

 

0.7

 

Expiration of the statute of limitations for the assessment of taxes

 

 

(0.2

)

Balance as of December 31, 2021

$

 

1.6

 

 
v3.22.0.1
Retirement Plans (Tables)
 12 Months Ended
Dec. 31, 2021
Compensation And Retirement Disclosure [Abstract]  
Schedule of Future Payment Obligations

As of December 31, 2021, the Company’s future payment obligations for the respective fiscal years are as follows:

 

 

 

 

 

(In millions)

 

 

 

 

2022

 

$

1.3

 

2023

 

 

1.4

 

2024

 

 

3.1

 

2025

 

 

1.1

 

2026

 

 

1.9

 

Thereafter

 

 

5.9

 

Total

 

$

14.7

 
v3.22.0.1
Employee Stock Plans (Tables)
 12 Months Ended
Dec. 31, 2021
Postemployment Benefits [Abstract]  
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations

Total stock-based compensation during the fiscal years 2021, 2020 and 2019, respectively, in various expense categories was as follows:

 

 

Year Ended

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions)

2021

 

 

2020

 

 

2019

 

Cost of revenues (1)

$

2.0

 

 

$

1.8

 

 

$

2.4

 

Research and development

 

0.2

 

 

 

0.1

 

 

 

0.3

 

Sales and marketing

 

1.3

 

 

 

1.3

 

 

 

1.3

 

General and administrative

 

12.3

 

 

 

9.5

 

 

 

8.1

 

Total stock-based compensation

 

15.8

 

 

 

12.7

 

 

 

12.1

 

Income tax benefit

 

(2.8

)

 

 

(2.5

)

 

 

-

 

Net stock-based compensation expense

$

13.0

 

 

$

10.2

 

 

$

12.1

 

 

 

(1)

Stock-based compensation expenses capitalized in inventory for fiscal years 2021, 2020 and 2019 were considered immaterial.
Summary of Restricted Stock Unit and Restricted Stock Award Activity

The following table summarizes the Company’s PSUs, RSUs and RSAs activities through the year ended December 31, 2021:

 

 

 

 

 

 

Aggregate

 

 

 

 

 

 

 

Intrinsic

 

 

 

Number of

 

 

Value

 

 

 

Shares

 

 

(in millions)

 

Unvested restricted stock units and restricted stock awards at December 27, 2019

 

 

1.8

 

 

$

41.9

 

Granted

 

 

0.9

 

 

 

 

 

Vested

 

 

(0.8

)

 

 

 

 

Forfeited

 

 

(0.2

)

 

 

 

 

Unvested restricted stock units and restricted stock awards at December 25, 2020

 

 

1.7

 

 

$

54.1

 

Granted

 

 

0.4

 

 

23.6

 

Vested

 

 

(0.8

)

 

 

 

 

Forfeited

 

 

(0.1

)

 

 

 

 

Unvested restricted stock units and restricted stock awards at December 31, 2021

 

 

1.2

 

 

$

69.3

 

Vested and expected to vest restricted stock units and restricted stock

   awards

 

 

1.1

 

 

$

62.8

 

 
v3.22.0.1
Revenue Recognition (Tables)
 12 Months Ended
Dec. 31, 2021
Revenue From Contract With Customer [Abstract]  
Revenue by Geographic Area The following table sets forth revenue by geographic area (in millions):

 

 

 

Year Ended

 

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

 

 

2021

 

 

2020

 

 

2019

 

United States

 

$

734.4

 

 

$

613.7

 

 

$

546.2

 

Singapore

 

 

778.5

 

 

 

494.4

 

 

 

302.1

 

South Korea

 

 

152.7

 

 

 

83.7

 

 

 

68.2

 

Austria

 

 

98.5

 

 

 

57.4

 

 

 

47.7

 

Taiwan

 

 

88.1

 

 

 

68.1

 

 

 

44.4

 

China

 

 

99.9

 

 

 

47.7

 

 

 

35.3

 

Israel

 

 

22.3

 

 

 

16.1

 

 

 

-

 

Others

 

 

127.2

 

 

 

17.5

 

 

 

22.3

 

Total

 

$

2,101.6

 

 

$

1,398.6

 

 

$

1,066.2

 

 

 
v3.22.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2021
Leases [Abstract]  
Summary of Components of Lease Expense The components of lease expense were summarized as follows:

 

 

Year Ended

 

(Dollars in millions)

 

December 31, 2021

 

 

December 25, 2020

 

Operating lease cost

 

$

18.9

 

 

$

13.1

 

Short-term lease cost

 

 

1.9

 

 

1.3

 

Sublease income

 

 

(0.1

)

 

 

(0.1

)

Total lease cost

 

$

20.7

 

 

$

14.3

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

20.4

 

 

$

16.9

 

Weighted-average remaining lease term – operating leases

 

 

1.2

 

 

 

2.3

 

Weighted-average discount rate – operating leases

 

 

5.5

%

 

 

5.5

%

 

 
Summary of Future Minimum Payments under Operating Leases

 

Future minimum payments under operating leases as of December 31, 2021 were summarized as follows:

 

(In millions)

 

Operating Leases

 

2022

 

$

19.7

 

2023

 

 

16.7

 

2024

 

 

13.6

 

2025

 

 

11.0

 

2026

 

 

9.8

 

Thereafter

 

 

25.5

 

Total minimum lease payments

 

 

96.3

 

Less: imputed interest

 

 

(13.1

)

Lease liability

 

$

83.2

 

 
v3.22.0.1
Net Income Per Share (Tables)
 12 Months Ended
Dec. 25, 2020
Earnings Per Share [Abstract]  
Basic and Diluted Net Income (loss) Per Share

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share:

 

 

 

Year Ended

 

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions, except share amounts)

 

2021

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to UCT

 

$

119.5

 

 

$

77.6

 

 

$

(9.4

)

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computation — basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

43.5

 

 

 

40.2

 

 

 

39.5

 

Shares used in computation — diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

43.5

 

 

 

40.2

 

 

 

39.5

 

Dilutive effect of common shares outstanding subject to repurchase

 

 

0.9

 

 

 

0.9

 

 

 

0.0

 

Shares used in computing diluted net income (loss) per share

 

 

44.4

 

 

 

41.1

 

 

 

39.5

 

Net income (loss) per share attributable to UCT — basic

 

$

2.75

 

 

$

1.93

 

 

$

(0.24

)

Net income (loss) per share attributable to UCT — diluted

 

$

2.69

 

 

$

1.89

 

 

$

(0.24

)

 

 
v3.22.0.1
Reportable Segments (Tables)
 12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
Summary of Segment Description and Data The following table describes each segment

 

Segment

 

Product or Services

 

Markets Served

 

Geographic Areas

Products

 

Assembly

Weldments

Machining

Fabrication

 

Semiconductor

 

United States

Asia Pacific

EMEA

Services

 

Cleaning                                     Coating

Analytics

 

Semiconductor

 

United States

Asia Pacific

EMEA

 

 

 

 

 

Fiscal Year End

 

 

 

December 31,

 

 

December 25,

 

 

December 27,

 

(In millions)

 

2021

 

 

2020

 

 

2019

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

1,803.9

 

 

$

1,131.2

 

 

$

840.8

 

Services

 

 

297.7

 

 

 

267.4

 

 

 

225

 

Total segment revenues

 

$

2,101.6

 

 

$

1,398.6

 

 

$

1,066.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

325.2

 

 

$

196.5

 

 

$

121.8

 

Services

 

 

104.8

 

 

 

95.3

 

 

 

75.0

 

Total segment gross profit

 

$

430.0

 

 

$

291.8

 

 

$

196.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

154.3

 

 

$

97.2

 

 

$

18.3

 

Services

 

 

31.4

 

 

 

24.2

 

 

 

11.6

 

Total segment operating profit

 

$

185.7

 

 

$

121.4

 

 

$

29.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

December 25,

 

 

 

 

 

(In millions)

 

2021

 

 

2020

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

1,757.6

 

 

$

868.4

 

 

 

 

 

Services

 

 

267.8

 

 

 

234.1

 

 

 

 

 

Total segment assets

 

$

2,025.4

 

 

$

1,102.5

 

 

 

 

 
v3.22.0.1
Organization and Significant Accounting Policies - Additional Information (Detail)
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
Segment
Customer
Dec. 25, 2020
USD ($)
Dec. 27, 2019
USD ($)
Concentration Risk [Line Items]      
Number of Operating segments 3    
Number of reportable segments 2    
Impairments of goodwill and intangible assets | $ $ 0 $ 0 $ 0
Customer Concentration Risk [Member] | Lam Research Corporation, Applied Materials, Inc. and ASM International, Inc. [Member]      
Concentration Risk [Line Items]      
Number of customers with accounts receivable greater than 10% | Customer 2    
Customer Concentration Risk [Member] | Lam Research Corporation, Applied Materials, Inc. and ASM International, Inc. [Member] | Accounts Receivable [Member]      
Concentration Risk [Line Items]      
Concentration percentage 39.00%    
Minimum [Member]      
Concentration Risk [Line Items]      
Fiscal year duration 364 days    
Useful lives range 3 years    
Minimum [Member] | Internal Use Software [Member]      
Concentration Risk [Line Items]      
Useful lives range 3 years    
Maximum [Member]      
Concentration Risk [Line Items]      
Fiscal year duration 371 days    
Useful lives range 50 years    
Measurement period to determine fair value of assets and liabilities 12 months    
Maximum [Member] | Internal Use Software [Member]      
Concentration Risk [Line Items]      
Useful lives range 10 years    
v3.22.0.1
Organization and Significant Accounting Policies - Customers as Percentage of Total Revenues (Detail) - Sales [Member] - Customer Concentration Risk [Member]
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Lam Research Corporation [Member]      
Concentration Risk [Line Items]      
Total 40.20% 42.90% 41.70%
Applied Materials, Inc. [Member]      
Concentration Risk [Line Items]      
Total 23.80% 24.20% 25.20%
Total Customer      
Concentration Risk [Line Items]      
Total 64.00% 67.10% 66.90%
v3.22.0.1
Business Combinations - Additional Information (Detail)
₪ in Millions, $ in Millions
 12 Months Ended
Mar. 31, 2021
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2021
ILS (₪)
Dec. 25, 2020
USD ($)
Dec. 27, 2019
USD ($)
Business Acquisition [Line Items]          
Acquisition related costs $ 11.0 $ 10.0   $ 1.0  
Cash borrowed for acquisition and refinancing $ 355.0        
Other income (expense), net   (7.6)   (5.7) $ (2.4)
Revenues   2,101.6   1,398.6 1,066.2
Amortization of Intangible Assets   $ 33.4   19.8 $ 20.1
Ham Let L T D          
Business Acquisition [Line Items]          
Date of acquisition Mar. 31, 2021        
Total purchase consideration $ 362.9        
Ham Let Israel Canada Ltd          
Business Acquisition [Line Items]          
Date of acquisition   Mar. 31, 2021 Mar. 31, 2021    
Acquisition related costs   $ 10.0   14.5  
Expected cash consideration for equity valuation   287.1 ₪ 934.7    
Other income (expense), net   10.4      
Revenues   187.5      
Amortization of Intangible Assets   $ 13.9      
Cumulative loss related to forward contracts       $ 11.6  
v3.22.0.1
Business Combinations - Summary of Preliminary Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition (Detail) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 25, 2020
Business Acquisition [Line Items]    
Goodwill $ 270.0 $ 171.1
Dynamic Manufacturing Solutions [Member]    
Business Acquisition [Line Items]    
Cash and cash equivalents 20.1  
Accounts receivable 51.6  
Inventories 73.7  
Prepaid expenses and other 17.3  
Property, plant and equipment 52.1  
Goodwill 98.9  
Purchased intangible assets 118.6  
Deferred tax assets 0.8  
Operating lease right-of-use assets 27.7  
Other non-current assets 2.2  
Total assets acquired 463.0  
Bank borrowings (5.0)  
Accounts payable (30.8)  
Accrued compensation and related benefits (10.5)  
Other current liabilities (13.0)  
Deferred tax liabilities (11.2)  
Operating lease liabilities (23.8)  
Other liabilities (4.0)  
Total liabilities assumed 98.3  
Noncontrolling interests 1.8  
Total consideration transferred $ 362.9  
v3.22.0.1
Business Combinations - Schedule of Total Purchased Intangible Assets (Detail) - Ham Let Israel Canada Ltd
$ in Millions
Dec. 31, 2021
USD ($)
Business Acquisition [Line Items]  
Purchased intangible assets $ 118.6
Customer Relationships  
Business Acquisition [Line Items]  
Purchased intangible assets 69.0
Intellectual Property | Minimum [Member]  
Business Acquisition [Line Items]  
Purchased intangible assets 35.5
Trade Names  
Business Acquisition [Line Items]  
Purchased intangible assets 9.8
Backlog  
Business Acquisition [Line Items]  
Purchased intangible assets $ 4.3
v3.22.0.1
Business Combinations - Unaudited Pro forma Consolidated Results of Operations (Detail) - Ham Let Israel Canada Ltd - USD ($)
$ / shares in Thousands, $ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Business Acquisition [Line Items]    
Revenues $ 2,157.9 $ 1,591.2
Net income $ 132.0 $ 45.6
Basic earnings per share $ 3,040 $ 1,130
Diluted earnings per share $ 2,980 $ 1,110
v3.22.0.1
Balance Sheet Information - Summary of Inventories (Detail) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 25, 2020
Inventory Disclosure [Abstract]    
Raw materials $ 220.9 $ 102.9
Work in process 102.5 64.5
Finished goods 55.8 13.0
Total $ 379.2 $ 180.4
v3.22.0.1
Balance Sheet Information - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Inventory Disclosure [Abstract]      
Inventories $ 379.2 $ 180.4  
Inventory write-downs $ 6.1 $ 3.4 $ 2.5
Restructuring charge     $ 12.6
v3.22.0.1
Balance Sheet Information - Property, Plant and Equipment, Net (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements net excluding construction in progress $ 319.6 $ 208.4
Accumulated depreciation (116.0) (84.0)
Construction in progress 38.7 34.8
Total $ 242.3 159.2
Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 50 years  
Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 3 years  
Land [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 4.7 3.8
Buildings [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 52.1 37.2
Property, plant and equipment, useful life 50 years  
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 67.3 46.7
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 132.6 73.8
Machinery and Equipment [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 10 years  
Machinery and Equipment [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 5 years  
Computer Equipment and Software [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 57.7 42.5
Computer Equipment and Software [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 10 years  
Computer Equipment and Software [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 3 years  
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 5.2 $ 4.4
Property, plant and equipment, useful life 5 years  
v3.22.0.1
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured (Details) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 25, 2020
Forward Contracts [Member]    
Other assets:    
Assets measured at fair value   $ 1.1
Forward Contracts [Member]    
Other liabilities:    
Liabilities measured at fair value $ 0.8  
Common Stock Purchase Obligation [Member]    
Other liabilities:    
Liabilities measured at fair value   12.6
Pension Obligation [Member]    
Other liabilities:    
Liabilities measured at fair value 4.0 4.7
Significant Other Observable Inputs (Level 2) [Member] | Forward Contracts [Member]    
Other assets:    
Assets measured at fair value   1.1
Significant Other Observable Inputs (Level 2) [Member] | Forward Contracts [Member]    
Other liabilities:    
Liabilities measured at fair value 0.8  
Significant Unobservable Inputs (Level 3) [Member] | Common Stock Purchase Obligation [Member]    
Other liabilities:    
Liabilities measured at fair value   12.6
Significant Unobservable Inputs (Level 3) [Member] | Pension Obligation [Member]    
Other liabilities:    
Liabilities measured at fair value $ 4.0 $ 4.7
v3.22.0.1
Fair Value Measurements - Summary of Qualitative Information About Level 3 Fair Value Measurements (Details)
$ in Millions
Dec. 31, 2021
USD ($)
Dec. 27, 2019
USD ($)
Defined Benefit Plan Disclosure [Line Items]    
Contingent consideration   $ 1.4
Significant Unobservable Inputs (Level 3) [Member] | Discount Rate [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Range/Multiple 0.0160  
Significant Unobservable Inputs (Level 3) [Member] | Salary Increase Rate [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Range/Multiple 0.0300  
Significant Unobservable Inputs (Level 3) [Member] | Pension Obligation    
Defined Benefit Plan Disclosure [Line Items]    
Contingent consideration $ 4.0  
Significant Unobservable Inputs (Level 3) [Member] | Pension Obligation [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Business Combination Contingent Consideration Liability Valuation Technique Extensible List us-gaap:MarketApproachValuationTechniqueMember  
Significant Unobservable Inputs (Level 3) [Member] | Pension Obligation [Member] | Discount Rate [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Range/Multiple 0.0260  
v3.22.0.1
Fair Value - Summary of the Level 3 Activity - (Details) - Pension Obligation [Member]
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Beginning balance $ 4.7
Ending balance 4.0
SSB [Member]  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Benefits and other adjustments $ (0.7)
v3.22.0.1
Goodwill and Intangible Assets - Details of Goodwill (Detail)
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
Goodwill [Line Items]  
Goodwill $ 171.1
Business combination 98.9
Goodwill 270.0
Products [Member]  
Goodwill [Line Items]  
Goodwill 97.6
Business combination 98.9
Goodwill 196.5
Services [Member]  
Goodwill [Line Items]  
Goodwill 73.5
Business combination 0.0
Goodwill $ 73.5
v3.22.0.1
Goodwill and Intangible Assets - Purchased Intangible Assets (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Finite Lived Intangible Assets [Line Items]    
Definite lives intangible assets, accumulated amortization $ (115.0) $ (81.6)
Definite lives intangible assets, net carrying amount 236.7  
Intangible Assets, gross carrying value 360.7 242.1
Intangible Assets, net carrying value 245.7 160.5
Customer Relationships    
Finite Lived Intangible Assets [Line Items]    
Definite lives intangible assets, gross carrying amount 188.4 119.4
Definite lives intangible assets, accumulated amortization (66.9) (50.6)
Definite lives intangible assets, net carrying amount $ 121.5 68.8
Customer Relationships | Minimum [Member]    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 6 years  
Customer Relationships | Maximum [Member]    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 10 years  
Trade Names    
Finite Lived Intangible Assets [Line Items]    
Definite lives intangible assets, gross carrying amount $ 36.8 27.0
Definite lives intangible assets, accumulated amortization (17.5) (11.7)
Definite lives intangible assets, net carrying amount $ 19.3 15.3
Trade Names | Minimum [Member]    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 4 years  
Trade Names | Maximum [Member]    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 6 years  
Intellectual Property    
Finite Lived Intangible Assets [Line Items]    
Definite lives intangible assets, gross carrying amount $ 49.4 13.9
Definite lives intangible assets, accumulated amortization (13.1) (9.8)
Definite lives intangible assets, net carrying amount $ 36.3 4.1
Intellectual Property | Minimum [Member]    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 7 years  
Intellectual Property | Maximum [Member]    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 12 years  
Backlog    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 1 year  
Definite lives intangible assets, gross carrying amount $ 4.3  
Definite lives intangible assets, accumulated amortization (3.9)  
Definite lives intangible assets, net carrying amount $ 0.4  
Recipes [Member]    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 20 years  
Definite lives intangible assets, gross carrying amount $ 73.2 73.2
Definite lives intangible assets, accumulated amortization (12.2) (8.5)
Definite lives intangible assets, net carrying amount $ 61.0 64.7
StandardOperatingProceduresMember    
Finite Lived Intangible Assets [Line Items]    
Acquired Finite Lived Intangible Assets Weighted Average Useful Life 20 years  
Definite lives intangible assets, gross carrying amount $ 8.6 8.6
Definite lives intangible assets, accumulated amortization (1.4) (1.0)
Definite lives intangible assets, net carrying amount $ 7.2 $ 7.6
v3.22.0.1
Goodwill and Intangible Assets - Purchased Intangible Assets (Parenthetical) (Detail)
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
UCT Tradename [Member]  
Finite Lived Intangible Assets [Line Items]  
Indefinite lived intangible assets acquired $ 9.0
v3.22.0.1
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Goodwill And Intangible Assets Disclosure [Abstract]      
Amortization of purchased intangible assets $ 33.4 $ 19.8 $ 20.1
v3.22.0.1
Goodwill and Intangible Assets - Future Estimated Amortization Expense (Detail)
$ in Millions
Dec. 31, 2021
USD ($)
Finite Lived Intangible Assets Future Amortization Expense [Abstract]  
2022 $ 31.6
2023 25.9
2024 25.0
2025 22.7
2026 21.6
Thereafter 109.9
Definite lives intangible assets, net carrying amount $ 236.7
v3.22.0.1
Borrowing Arrangements - Additional Information (Detail)
€ in Millions, ₩ in Billions
 1 Months Ended 12 Months Ended
Dec. 31, 2021
USD ($)
Mar. 31, 2021
USD ($)
Aug. 31, 2018
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2021
KRW (₩)
Dec. 31, 2021
EUR (€)
Debt Instrument [Line Items]            
Cash borrowed for acquisition and refinancing   $ 355,000,000.0        
Outstanding amount of borrowing classified as long-term debt $ 565,400,000     $ 565,400,000    
Ham-Let [Member]            
Debt Instrument [Line Items]            
Debt instrument, interest rate, stated percentage 1.00%     1.00% 1.00% 1.00%
Outstanding debt $ 8,900,000     $ 8,900,000    
Bank Debt [Member]            
Debt Instrument [Line Items]            
Unamortized debt issuance costs 13,400,000     13,400,000    
Outstanding amount of borrowing classified as long-term debt 555,100,000     $ 555,100,000    
Cincos Xian Clean Technology Ltd [Member] | China [Member] | Bank Debt [Member]            
Debt Instrument [Line Items]            
Term loan, maturity date       Sep. 23, 2022    
Debt instrument, principal amount $ 1,900,000     $ 1,900,000    
Debt instrument, interest rate, stated percentage 4.10%     4.10% 4.10% 4.10%
Outstanding debt $ 1,400,000     $ 1,400,000    
Minimum [Member]            
Debt Instrument [Line Items]            
Fixed charge coverage ratio       1.25%    
Maximum [Member]            
Debt Instrument [Line Items]            
Consolidated leverage ratio       3.75%    
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member]            
Debt Instrument [Line Items]            
Cash borrowed for acquisition and refinancing   $ 272,800,000 $ 350,000,000.0      
Outstanding term loan 555,100,000   $ 355,000,000.0 $ 555,100,000    
Term loan, maturity date     Aug. 27, 2025      
Percentage of original outstanding principal balance as quarterly principal payment     0.625%      
Debt instrument, frequency of periodic payment       The Term Loan has a maturity date of August 27, 2025, with monthly interest payments in arrears, quarterly principal payments of 0.625% of the outstanding principal balance as of March 31, 2021, with the remaining principal paid upon maturity.    
Unamortized debt issuance costs $ 13,400,000     $ 13,400,000    
Description of interest rate term       Under the Credit Facility, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Eurodollar Rate” (as defined in the Credit Agreement), based on LIBOR, plus the applicable margin. The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB- (with a stable outlook) or higher from S&P, (x) 3.50% for such Eurodollar term loans and (y) 2.50% for such ABR term loans or (ii) at all other times, (x) 3.75% for such Eurodollar term loans and (y) 2.75% for such ABR term loans. Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Eurodollar term loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. On March 29, 2021, the Company elected that the Term Loan outstanding as of March 31,2021, accrue interest based on the “Eurodollar Rate” for an initial interest period of one month. Pursuant to the Second Amendment to the Credit Agreement, the Credit Facility contains customary LIBOR replacement provisions in the event LIBOR is discontinued.    
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | Eurodollar [Member] | Minimum [Member]            
Debt Instrument [Line Items]            
Debt instrument variable interest rate   3.50%        
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | Eurodollar [Member] | Maximum [Member]            
Debt Instrument [Line Items]            
Debt instrument variable interest rate   3.75%        
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | ABR [Member] | Minimum [Member]            
Debt Instrument [Line Items]            
Debt instrument variable interest rate 2.50%          
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | ABR [Member] | Maximum [Member]            
Debt Instrument [Line Items]            
Debt instrument variable interest rate 2.75%          
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | London Interbank Offered Rate (LIBOR) [Member]            
Debt Instrument [Line Items]            
Debt instrument variable interest rate       3.90%    
Revolving Credit Facility [Member] | China [Member]            
Debt Instrument [Line Items]            
Outstanding amount under credit facility $ 0     $ 0    
Revolving Credit Facility [Member] | China [Member] | Bank Debt [Member]            
Debt Instrument [Line Items]            
Remaining available commitments 1,000,000.0     1,000,000.0    
Revolving Credit Facility [Member] | Czech Republic [Member] | Bank Debt [Member]            
Debt Instrument [Line Items]            
Initial available commitment 6,800,000     6,800,000   € 6.0
Outstanding amount under credit facility 0     0    
Revolving Credit Facility [Member] | United States [Member] | Bank Debt [Member]            
Debt Instrument [Line Items]            
Remaining available commitments 112,600,000     112,600,000    
Revolving Credit Facility [Member] | Czech Republic [Member] | Bank Debt [Member]            
Debt Instrument [Line Items]            
Remaining available commitments 6,800,000     6,800,000    
Revolving Credit Facility [Member] | South Korea [Member] | Bank Debt [Member]            
Debt Instrument [Line Items]            
Remaining available commitments 500,000     500,000    
Revolving Credit Facility [Member] | Cincos Xian Clean Technology Ltd [Member] | China [Member]            
Debt Instrument [Line Items]            
Initial available commitment 1,000,000.0     $ 1,000,000.0    
Maturity date       Sep. 23, 2022    
Interest rate       2.00%    
Revolving Credit Facility [Member] | Cincos Xian Clean Technology Ltd [Member] | China [Member] | Bank Debt [Member]            
Debt Instrument [Line Items]            
Outstanding debt 0     $ 0    
Revolving Credit Facility [Member] | Cinos Co., Ltd [Member] | Korea [Member]            
Debt Instrument [Line Items]            
Initial available commitment 500,000     $ 500,000 ₩ 600.0  
Interest rate       2.90%    
Revolving Credit Facility [Member] | Barclays Bank PLC [Member]            
Debt Instrument [Line Items]            
Initial available commitment     $ 65,000,000.0      
Maturity date     Aug. 27, 2023      
Commitment fee percentage     0.25%      
Letter of Credit Facility [Member] | Barclays Bank PLC [Member]            
Debt Instrument [Line Items]            
Initial available commitment     $ 50,000,000.0      
Maturity date     Aug. 27, 2023      
Commitment fee percentage     2.50%      
Percentage of undrawn and unexpired amount of letter of credit as fronting fee     0.125%      
Outstanding amount under credit facility 2,400,000     $ 2,400,000    
Remaining available commitments $ 47,600,000     $ 47,600,000    
v3.22.0.1
Borrowing Arrangements - Schedule of Future Debt Payment Obligations (Detail)
$ in Millions
Dec. 31, 2021
USD ($)
Debt Disclosure [Abstract]  
2022 $ 13.8
2023 16.9
2024 15.7
2025 519.0
Total $ 565.4
v3.22.0.1
Income Taxes - Provision for Income Taxes (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Current:      
Federal   $ (0.1) $ 0.1
State $ 1.0 0.9 0.1
Foreign 30.0 18.1 12.3
Total current 31.0 18.9 12.5
Deferred:      
Federal 0.3 0.3 (0.1)
State 0.4 0.5 0.7
Foreign (3.8) (0.4) (3.1)
Total deferred (3.1) 0.4 (2.5)
Total provision $ 27.9 $ 19.3 $ 10.0
v3.22.0.1
Income Taxes - U.S. and Foreign Components of Income before Income Taxes (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Income Tax Disclosure [Abstract]      
United States $ (42.1) $ (24.5) $ (49.7)
Foreign 196.4 124.2 52.0
Income before provision for income taxes $ 154.3 $ 99.7 $ 2.3
v3.22.0.1
Income Taxes - Effective Tax Rate Differs from U.S. Federal Statutory Tax Rate (Detail)
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Income Tax Disclosure [Abstract]      
Federal income tax provision at statutory rate 21.00% 21.00% 21.00%
State income taxes, net of federal benefit (0.10%) 0.60% (99.50%)
Effect of foreign operations (10.30%) (8.30%) (85.30%)
Change in valuation allowance 2.90% (0.10%) 552.70%
Foreign income inclusions 4.90% 4.60% 34.50%
Nondeductible executive compensation 1.80%    
Common stock purchase obligation   1.20%  
Excess tax benefits related to stock-based compensation (3.10%)    
Income tax audit adjustment   1.30%  
Other 1.00% (1.00%) (7.50%)
Effective Tax Rate 18.10% 19.30% 415.90%
v3.22.0.1
Income Taxes - Components of Net Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($)
$ in Millions
Dec. 31, 2021
Dec. 25, 2020
Net non-current deferred tax asset:    
Valuation allowance $ (30.9)  
Total deferred tax assets 37.6 $ 23.5
Non-current deferred tax liability:    
Undistributed earnings (0.5) (0.5)
Operating lease right-of-use assets (10.8) (8.5)
Depreciation (8.7) (5.0)
Intangibles (19.7) (6.7)
Goodwill (15.2) (12.9)
Total deferred tax liabilities (54.9) (33.6)
Net deferred tax liabilities (17.3) (10.1)
Deferred Tax Assets Noncurrent [Member]    
Net non-current deferred tax asset:    
Inventory valuation and basis difference 7.4 3.9
State taxes   0.2
Stock compensation 1.8 1.7
Operating lease liabilities 11.4 10.0
Interest expense limitation 13.0 6.8
Intangibles 12.9 12.6
Net operating losses 11.2 6.4
Tax credits 4.2 2.6
Other timing differences 6.6 4.9
Deferred tax assets, gross non-current 68.5 49.1
Valuation allowance $ (30.9) $ (25.6)
v3.22.0.1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Dec. 28, 2018
Income Taxes [Line Items]        
Undistributed earnings of foreign subsidiaries $ 449.3      
Deferred Tax Assets, Valuation Allowance 30.9      
Deferred Tax Assets Increase In Valuation Allowance 5.3      
Gross liability for unrecognized tax benefits 1.6 $ 0.9 $ 1.0 $ 1.0
Interest related to uncertain tax positions 0.2 0.3 $ 0.3  
Tax Credit Carryforwards, Foreign $ 4.1      
Deferred Tax Assets Tax Credit Carryforwards Foreign Expiration Year 2041      
Cinos Korea [Member]        
Income Taxes [Line Items]        
Income tax settlement by local authorities   $ 1.3    
Singapore [Member] | Maximum [Member]        
Income Taxes [Line Items]        
Reduction in local tax on certain Singapore income from a statutory rate 17.00%      
Singapore [Member] | Minimum [Member]        
Income Taxes [Line Items]        
Reduction in local tax on certain Singapore income from a statutory rate 5.00%      
California [Member]        
Income Taxes [Line Items]        
Net operating loss carryforwards $ 46.9      
Operating loss carryforwards, expiration beginning year 2031      
Foreign Tax Authority        
Income Taxes [Line Items]        
Net operating loss carryforwards $ 38.8      
Operating loss carryforwards, expiration beginning year 2022      
v3.22.0.1
Income Taxes - Activity Related to Company's Unrecognized Tax Benefits (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Income Tax Disclosure [Abstract]    
Expiration of the statute of limitations for the assessment of taxes $ (0.2) $ (0.1)
Balance as of the end of period 1.6 $ 0.9
Increases related to prior year tax positions 0.2  
Increases related to current year tax positions $ 0.7  
v3.22.0.1
Retirement Plans - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Dec. 25, 2020
Dec. 31, 2019
Compensation And Retirement Disclosure [Abstract]        
Benefit obligations $ 14.3      
Fair value of benefit plan assets 10.3      
Unfunded balance of benefit plan 4.0      
Amounts recognized in the consolidated statement of operations 2.5   $ 1.6  
Amounts recognized in accumulated other comprehensive income 1.2   0.5  
Contributions to the plan by the Company and its subsidiaries $ 3.2   $ 2.8  
Contribution from salary 25.00%      
Matching contribution of participation salary 50.00%      
Matching contribution based upon eligibility 6.00%      
Discretionary employer contributions $ 2.7 $ 2.3   $ 1.2
v3.22.0.1
Retirement Plans - Schedule of Future Payment Obligations (Detail)
$ in Millions
Dec. 31, 2021
USD ($)
Compensation And Retirement Disclosure [Abstract]  
2022 $ 1.3
2023 1.4
2024 3.1
2025 1.1
2026 1.9
Thereafter 5.9
Total $ 14.7
v3.22.0.1
Commitments and Contingencies - Additional Information (Detail)
$ in Millions
Dec. 31, 2021
USD ($)
Inventories [Member]  
Long Term Purchase Commitment [Line Items]  
Purchase commitments $ 562.5
v3.22.0.1
Stockholders' Equity and Noncontrolling Interests - Additional Information (Detail)
shares in Millions, $ in Millions
 12 Months Ended
Apr. 13, 2021
USD ($)
shares
Dec. 31, 2021
USD ($)
Dec. 25, 2020
USD ($)
Dec. 27, 2019
USD ($)
Aug. 27, 2018
Business Acquisition [Line Items]          
Proceeds from issuance of common stock   $ 193.6 $ 0.6 $ 0.3  
Percentage of increase in noncontrolling interest     0.350    
Common Stock Purchase Obligation [Member]          
Business Acquisition [Line Items]          
Liabilities measured at fair value     $ 16.5    
Cinos Co Ltd [Member]          
Business Acquisition [Line Items]          
Percentage of value used for fair value of non-controlling interest estimates         100.00%
Underwritten Public Offering [Member]          
Business Acquisition [Line Items]          
Issuance of common stock, Shares | shares 3.7        
Proceeds from issuance of common stock $ 192.8        
v3.22.0.1
Employee Stock Plans - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 25, 2020
Dec. 27, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Stock-based compensation $ 15.8 $ 12.7   $ 12.1
Unrecognized compensation cost $ 3.4      
Shares were subject to forfeiture 21,100,000      
Estimated period of options amortization 1 year 4 months 24 days      
Vested shares issued net of tax withholdings 700,000 600,000   600,000
Additional weighted average fair value, granted $ 6.75      
Employee Stock Purchase Plan [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Employee common stock fair market value rate 95.00%      
Number of shares of common stock issued under the ESPP 17,907,000,000      
Employees | Employee Stock Purchase Plan [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Weighted average fair value, granted $ 48.94      
Restricted Stock Units (RSUs)        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Vested shares withheld to satisfy withholding tax obligations 100,000 100,000   100,000
Restricted Stock Units (RSUs) | Employees        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Unit purchase price of Restricted Stock Units $ 0.0      
Shares vesting period, years 3 years      
Restricted Stock Unit and Restricted Stock Award [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Granted stock units 400,000 900,000    
Restricted Stock Unit and Restricted Stock Award [Member] | Employees        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Unit purchase price of Restricted Stock Units $ 0.0      
Granted stock units 406,473,000,000      
Restricted Stock Unit and Restricted Stock Award [Member] | Board Members [Member]        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Granted stock units 18,893,000,000   46,363,000,000 69,783,000,000
Unamortized expense of Company's unvested restricted stock awards $ 0.4      
Unamortized expense of Company's unvested restricted stock awards $ 0.4      
Performance Based Vesting Restricted Stock [Member] | Employees        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Granted stock units 51,935,000,000      
Weighted average fair value, granted $ 52.73      
Performance Shares        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share Based Compensation Arrangement By Share Based Payment Award Performance Objective Period 3 years      
Percentage Expected Target Award Range, Minimum 0.00%      
Percentage Expected Target Award Range, Maximum 200.00%      
Earned Out Unit Range From 25.00%      
Earned Out Unit Range To (25.00%)      
Stock Price with Simplified Method $ 52.73      
Simulation Term 2.67 years      
Expected Volatility Rate 64.69%      
Risk Free Interest Rate 0.29%      
Expected Dividend Payments $ 0.0      
Share-based Payment Arrangement, Option        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Stock-based compensation $ 0.0   $ 0.0 $ 0.0
Stock options outstanding 0      
v3.22.0.1
Employee Stock Plans - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation $ 15.8 $ 12.7 $ 12.1
Income tax benefit (2.8) (2.5)  
Net stock-based compensation expense 13.0 10.2 12.1
Cost of Revenues [Member]      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation [1] 2.0 1.8 2.4
Sales and Marketing [Member]      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation 1.3 1.3 1.3
Research and Development [Member]      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation 0.2 0.1 0.3
General and Administrative [Member]      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Stock-based compensation $ 12.3 $ 9.5 $ 8.1
[1] Stock-based compensation expenses capitalized in inventory for fiscal years 2021, 2020 and 2019 were considered immaterial.
v3.22.0.1
Employee Stock Plans - Summary of Restricted Stock Unit and Restricted Stock Award Activity (Detail) - Restricted Stock Unit and Restricted Stock Award [Member] - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Unvested restricted stock units and restricted stock awards, Number of Shares, Beginning balance   1,800,000  
Granted, Number of Shares 400,000 900,000  
Vested, Number of Shares (800,000) (800,000)  
Forfeited, Number of Shares (100,000) (200,000)  
Unvested restricted stock units and restricted stock awards, Number of Shares, Ending balance 1,200,000 1,700,000 1,800,000
Vested and expected to vest restricted stock units and restricted stock awards 1,100,000    
Unvested restricted stock units and restricted stock awards, Beginning balance, Aggregate Intrinsic Value $ 69.3 $ 54.1 $ 41.9
Unvested restricted stock units and restricted stock awards, Granted, Aggregate Intrinsic Value 23.6    
Vested and expected to vest restricted stock units and restricted stock awards, Aggregate Intrinsic Value $ 62.8    
v3.22.0.1
Revenue Recognition - Additional Information (Detail)
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
Accounts Receivable [Member]  
Concentration Risk [Line Items]  
Unpaid customer rebates $ 5.1
Maximum [Member]  
Concentration Risk [Line Items]  
Product warranty period (in years) 2 years
v3.22.0.1
Revenue Recognition - Summary of Revenue by Geographic Area (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues $ 2,101.6 $ 1,398.6 $ 1,066.2
United States [Member]      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 734.4 613.7 546.2
Singapore [Member]      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 778.5 494.4 302.1
South Korea [Member]      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 152.7 83.7 68.2
Austria [Member]      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 98.5 57.4 47.7
Taiwan [Member]      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 88.1 68.1 44.4
China [Member]      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 99.9 47.7 35.3
Israel [Member]      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues 22.3 16.1  
Others [Member]      
Revenues From External Customers And Long Lived Assets [Line Items]      
Revenues $ 127.2 $ 17.5 $ 22.3
v3.22.0.1
Leases - Summary of Components of Lease Expense (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Leases [Abstract]    
Operating lease cost $ 18.9 $ 13.1
Short-term lease cost 1.9 1.3
Sublease income (0.1) (0.1)
Total lease cost 20.7 14.3
Operating cash flows from operating leases $ 20.4 $ 16.9
Weighted-average remaining lease term – operating leases 1 year 2 months 12 days 2 years 3 months 18 days
Weighted-average discount rate – operating leases 5.50% 5.50%
v3.22.0.1
Leases - Summary of Future Minimum Payments under Operating Leases (Detail)
$ in Millions
Dec. 31, 2021
USD ($)
Leases [Abstract]  
2022 $ 19.7
2023 16.7
2024 13.6
2025 11.0
2026 9.8
Thereafter 25.5
Total minimum lease payments 96.3
Less: imputed interest (13.1)
Lease liability $ 83.2
v3.22.0.1
Net Income Per Share - Basic and Diluted Net Income (loss) Per Share (Detail) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Numerator:      
Net income (loss) attributable to UCT $ 119.5 $ 77.6 $ (9.4)
Shares used in computation — basic:      
Weighted average common shares outstanding 43.5 40.2 39.5
Shares used in computation — diluted:      
Weighted average common shares outstanding 43.5 40.2 39.5
Dilutive effect of common shares outstanding subject to repurchase 0.9 0.9 0.0
Shares used in computing diluted net income (loss) per share 44.4 41.1 39.5
Net income (loss) per share attributable to UCT — basic $ 2.75 $ 1.93 $ (0.24)
Net income (loss) per share attributable to UCT — diluted $ 2.69 $ 1.89 $ (0.24)
v3.22.0.1
Reportable Segments - Additional Information (Detail)
 12 Months Ended
Dec. 31, 2021
Segment
Segment Reporting [Abstract]  
Number of Operating segments 3
Number of reportable segments 2
v3.22.0.1
Reportable Segments - Summary of Segment Description (Detail)
 12 Months Ended
Dec. 31, 2021
Products [Member]  
Segment Reporting Information [Line Items]  
Product or Services Assembly Weldments Machining Fabrication
Markets Served Semiconductor
Geographic Areas United States Asia Pacific EMEA
Services [Member]  
Segment Reporting Information [Line Items]  
Product or Services Cleaning                                     Coating Analytics
Markets Served Semiconductor
Geographic Areas United States Asia Pacific EMEA
v3.22.0.1
Reportable Segments - Summary of Segment Data (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 27, 2019
Revenues:      
Total segment revenues $ 2,101.6 $ 1,398.6 $ 1,066.2
Gross profit:      
Total segment gross profit 430.0 291.8 196.8
Operating profit:      
Total segment operating profit 185.7 121.4 29.9
ASSETS      
Total segment assets 2,025.4 1,102.5  
Revenues 2,101.6 1,398.6 1,066.2
Products [Member]      
Revenues:      
Total segment revenues 1,803.9 1,131.2 840.8
Gross profit:      
Total segment gross profit 325.2 196.5 121.8
Operating profit:      
Total segment operating profit 154.3 97.2 18.3
ASSETS      
Total segment assets 1,757.6 868.4  
Revenues 1,803.9 1,131.2 840.8
SSB [Member]      
Revenues:      
Total segment revenues 297.7 267.4 225.0
Gross profit:      
Total segment gross profit 104.8 95.3 75.0
Operating profit:      
Total segment operating profit 31.4 24.2 11.6
ASSETS      
Total segment assets 267.8 234.1  
Revenues $ 297.7 $ 267.4 $ 225.0
v3.22.0.1
Government Subsidies - Additional Information (Detail) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2021
Dec. 25, 2020
Dec. 25, 2020
Government Grants And Subsidies [Abstract]      
Government subsidies to employees   $ 3.1  
Other income $ 0.7   $ 1.5
Offset to cost of goods sold and other operating expenses     $ 1.6