ULTRA CLEAN HOLDINGS, INC., 10-Q filed on 8/11/2023
Quarterly Report
v3.23.2
Document and Entity Information - shares
 6 Months Ended
Jun. 30, 2023
May 04, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Trading Symbol UCTT  
Entity Registrant Name Ultra Clean Holdings, Inc.  
Entity Central Index Key 0001275014  
Document Fiscal Year Focus 2023  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Current Fiscal Year End Date --12-30  
Entity Filer Category Large Accelerated Filer  
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Document Quarterly Report true  
Document Transition Report false  
Title of 12(b) Security Common stock, par value $0.001 per share  
Entity Incorporation, State or Country Code DE  
Security Exchange Name NASDAQ  
Entity File Number 000-50646  
Entity Tax Identification Number 61-1430858  
Entity Address, Address Line One 26462 Corporate Avenue  
Entity Address, City or Town Hayward  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94545  
City Area Code 510  
Local Phone Number 576-4400  
Entity Common Stock, Shares Outstanding   44,803,608
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 30, 2022
Current assets:    
Cash and cash equivalents $ 320.8 $ 358.8
Accounts receivable, net of allowance for doubtful accounts of $0.9 and $1.5 at June 30, 2023 and December 30, 2022, respectively 178.6 253.7
Inventories 398.8 443.9
Prepaid expenses and other current assets 37.2 42.4
Total current assets 935.4 1,098.8
Property, plant and equipment, net 306.5 279.6
Goodwill 248.8 248.8
Intangible assets, net 176.5 187.9
Deferred tax assets, net 37.0 36.0
Operating lease right-of-use assets 128.3 99.0
Other non-current assets 11.2 10.8
Total assets 1,843.7 1,960.9
Current liabilities:    
Bank borrowings 17.8 20.8
Accounts payable 183.5 253.5
Accrued compensation and related benefits 40.0 52.5
Operating lease liabilities 17.6 17.1
Other current liabilities 35.4 45.3
Total current liabilities 294.3 389.2
Bank borrowings, net of current portion 467.1 493.0
Deferred tax liabilities 52.4 52.2
Operating lease liabilities 114.5 80.3
Other liabilities 9.2 9.2
Total liabilities 937.5 1,023.9
Commitments and contingencies (See Note 9)
UCT stockholders’ equity:    
Preferred stock - $0.001 par value, 10.0 authorized; none outstanding 0.0 0.0
Common stock - $ 0.001 par value, 90.0 authorized; 46.5 and 45.2 shares issued and 44.8 and 45.2 shares outstanding at June 30, 2023 and December 30, 2022,respectively 0.1 0.1
Additional paid-in capital 533.3 530.8
Common shares helds in treasury, at cost, 1.7 and 0.9 shares at June 30, 2023 and December 30, 2022, respectively (39.1) (15.4)
Retained earnings 365.0 377.8
Accumulated other comprehensive loss (9.5) (5.4)
Total UCT stockholders' equity 849.8 887.9
Noncontrolling interests 56.4 49.1
Total equity 906.2 937.0
Total liabilities and equity $ 1,843.7 $ 1,960.9
v3.23.2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
shares in Millions, $ in Millions
Jun. 30, 2023
Dec. 30, 2022
Statement of Financial Position [Abstract]    
Account receivable, allowance for doubtful accounts $ 0.9 $ 1.5
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 46.5 45.2
Common stock, shares outstanding 44.8 45.2
Treasury stock, shares 1.7 0.9
v3.23.2
Condensed Consolidated Statements of Operations - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Revenues:        
Total revenues $ 421.5 $ 608.7 $ 854.8 $ 1,172.9
Cost of revenues:        
Total cost revenues 353.4 490.3 713.7 940.7
Gross margin 68.1 118.4 141.1 232.2
Operating expenses:        
Research and development 7.2 7.2 14.3 14.1
Sales and marketing 12.7 13.9 25.8 27.7
General and administrative 35.6 46.2 76.0 93.5
Net losss on divestitures 0.0 56.6 0.0 56.6
Total operating expenses 55.5 123.9 116.1 191.9
Income (loss) from operations 12.6 (5.5) 25.0 40.3
Interest income 0.8 0.1 1.3 0.2
Interest expense (11.8) (7.3) (23.6) (13.7)
Other income (expense), net (1.5) (0.3) 1.3 (0.4)
Income (loss) before provision for income taxes 0.1 (13.0) 4.0 26.4
Provision for income taxes 8.3 8.7 11.8 17.3
Net income (loss) (8.2) (21.7) (7.8) 9.1
Less: Net income (loss) attributable to noncontrolling interests 1.2 3.4 5.0 6.3
Net income (loss) attributable to UCT $ (9.4) $ (25.1) $ (12.8) $ 2.8
Net income (loss) per share attributable to UCT common stockholders:        
Basic $ (0.21) $ (0.56) $ (0.29) $ 0.06
Diluted $ (0.21) $ (0.56) $ (0.29) $ 0.06
Shares used in computing net income (loss) per share:        
Basic 44.7 45.2 44.8 45.1
Diluted 44.7 45.2 44.8 45.7
Product [Member]        
Revenues:        
Revenue from contract with customer including assessed tax $ 362.5 $ 532.0 $ 731.1 $ 1,018.9
Cost of revenues:        
Cost of goods and service excluding depreciation depletion and amortization 311.1 441.1 626.2 840.6
Services [Member]        
Revenues:        
Revenue from contract with customer including assessed tax 59.0 76.7 123.7 154.0
Cost of revenues:        
Cost of goods and service excluding depreciation depletion and amortization $ 42.3 $ 49.2 $ 87.5 $ 100.1
v3.23.2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Statement of Comprehensive Income [Abstract]        
Net income (loss) $ (8.2) $ (21.7) $ (7.8) $ 9.1
Other comprehensive income (loss):        
Change in cumulative translation adjustment, net of tax 0.4 (8.9) (1.7) (12.0)
Change in pension net actuarial gain, net of tax (0.4) 0.0 (0.2) 0.0
Change in fair value of derivatives, net of tax 0.0 (1.4) 0.2 (1.1)
Total other comprehensive loss 0.0 (10.3) (1.7) (13.1)
Comprehensive loss (8.2) (32.0) (9.5) (4.0)
Comprehensive income, attributable to noncontrolling interests 2.2 3.4 7.4 6.3
Comprehensive loss attributable to UCT $ (10.4) $ (35.4) $ (16.9) $ (10.3)
v3.23.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Sep. 30, 2022
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Dec. 30, 2022
Cash flows from operating activities:            
Net income (loss) $ (8.2)   $ (21.7) $ (7.8) $ 9.1  
Adjustments to reconcile net income to net cash provided by operating activities:            
Depreciation and amortization       18.2 20.0  
Amortization of intangible assets       11.4 15.7  
Stock-based compensation 1.0   4.5 4.7 10.1  
Amortization of debt issuance costs       1.9 1.9  
Gain on the disposal of assets       (0.4) (0.1)  
Deferred income taxes       (0.6) 1.1  
Change in the fair value of financial instruments       (0.2) (1.1)  
Net losss on divestitures 0.0 $ 20.8 56.6 0.0 56.6 $ 77.4
Changes in assets and liabilities:            
Accounts receivable       75.1 2.8  
Inventories       45.1 (43.2)  
Prepaid expenses and other current assets       5.2 (2.9)  
Other non-current assets       (0.3) (1.0)  
Accounts payable       (62.6) (55.8)  
Accrued compensation and related benefits       (12.5) 4.6  
Income taxes payable       (4.3) (2.5)  
Operating lease assets and liabilities       (2.9) (2.3)  
Other liabilities       (5.6) 1.3  
Net cash provided by operating activities       64.4 14.3  
Cash flows from investing activities:            
Purchases of property, plant and equipment       (47.0) (46.5)  
Proceeds from sale of equipment, including insurance proceeds       0.5 0.4  
Divestiture of subsidiaries       0.0 (0.3)  
Net cash used in investing activities       (46.5) (46.4)  
Cash flows from financing activities:            
Principal payments on bank borrowings       (30.9) (10.5)  
Repurchase of shares       (23.7) 0.0  
Employees' taxes paid upon vesting of restricted stock units       (2.2) (3.8)  
Payments of dividends to a joint venture shareholder       (0.1) (0.3)  
Proceeds from bank borrowings       0.0 4.7  
Proceeds from issuance of common stock       0.0 0.7  
Net cash used in financing activities       (56.9) (9.2)  
Effect of exchange rate changes on cash and cash equivalents       1.0 (3.8)  
Net decrease in cash and cash equivalents       (38.0) (45.1)  
Cash and cash equivalents at beginning of period   $ 421.4   358.8 466.5 466.5
Cash and cash equivalents at end of period $ 320.8   $ 421.4 320.8 421.4 $ 358.8
Supplemental cash flow information:            
Income taxes paid, net of income tax refunds       17.4 16.5  
Interest paid       21.7 13.8  
Non-cash investing and financing activities:            
Property, plant and equipment purchased included in accounts payable and other liabilities       $ 9.2 $ 4.4  
v3.23.2
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
shares in Millions, $ in Millions
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Treasury Shares [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Total stockholders' Equity of UCT [Member]
Noncontrolling Interests [Member]
Beginning balance at Dec. 31, 2021 $ 892.7 $ 0.1 $ 514.9 $ (3.3) $ 337.4 $ (0.2) $ 848.9 $ 43.8
Beginning balance, Shares at Dec. 31, 2021   44.9   0.6        
Issuance under employee stock plans 0.7   0.7       0.7  
Issuance under employee stock plans, Shares   0.6            
Employees’ taxes paid upon vesting of restricted stock units (3.8)   (3.8)       (3.8)  
Employees' taxes paid upon vesting of restricted stock units, Shares   (0.1)            
Stock-based compensation expense 10.1   10.1       10.1  
Net income (loss) 9.1       2.8   2.8 6.3
Dividend payments to a joint venture shareholder (0.2)             (0.2)
Other comprehensive income (loss) (13.1)         (13.1) (13.1)  
Ending balance at Jul. 01, 2022 895.5 $ 0.1 521.9 $ (3.3) 340.2 (13.3) 845.6 49.9
Ending balance, Shares at Jul. 01, 2022   45.4   0.6        
Beginning balance at Apr. 01, 2022 926.3 $ 0.1 520.5 $ (3.3) 365.3 (3.0) 879.6 46.7
Beginning balance, Shares at Apr. 01, 2022   45.0   0.6        
Issuance under employee stock plans 0.7   0.7       0.7  
Issuance under employee stock plans, Shares   0.5            
Employees’ taxes paid upon vesting of restricted stock units (3.8)   (3.8)       (3.8)  
Employees' taxes paid upon vesting of restricted stock units, Shares   (0.1)            
Stock-based compensation expense 4.5   4.5       4.5  
Net income (loss) (21.7)       (25.1)   (25.1) 3.4
Dividend payments to a joint venture shareholder (0.2)             (0.2)
Other comprehensive income (loss) (10.3)         (10.3) (10.3)  
Ending balance at Jul. 01, 2022 895.5 $ 0.1 521.9 $ (3.3) 340.2 (13.3) 845.6 49.9
Ending balance, Shares at Jul. 01, 2022   45.4   0.6        
Beginning balance at Dec. 30, 2022 937.0 $ 0.1 530.8 $ (15.4) 377.8 (5.4) 887.9 49.1
Beginning balance, Shares at Dec. 30, 2022   45.2   0.9        
Issuance under employee stock plans, Shares   0.5            
Employees’ taxes paid upon vesting of restricted stock units (2.2)   (2.2)       (2.2)  
Employees' taxes paid upon vesting of restricted stock units, Shares   (0.1)            
Repurchase of shares, Shares   (0.8)   0.8        
Repurchase of shares (23.7)     $ (23.7)     (23.7)  
Stock-based compensation expense 4.7   4.7       4.7  
Net income (loss) (7.8)       (12.8)   (12.8) 5.0
Dividend payments to a joint venture shareholder (0.1)             (0.1)
Other comprehensive income (loss) (1.7)         (4.1) (4.1) 2.4
Ending balance at Jun. 30, 2023 906.2 $ 0.1 533.3 $ (39.1) 365.0 (9.5) 849.8 56.4
Ending balance, Shares at Jun. 30, 2023   44.8   1.7        
Beginning balance at Mar. 31, 2023 925.0 $ 0.1 534.3 $ (29.6) 374.4 (8.5) 870.7 54.3
Beginning balance, Shares at Mar. 31, 2023   44.8   1.4        
Issuance under employee stock plans, Shares   0.4            
Employees’ taxes paid upon vesting of restricted stock units (2.0)   (2.0)       (2.0)  
Employees' taxes paid upon vesting of restricted stock units, Shares   (0.1)            
Repurchase of shares, Shares   (0.3)   0.3        
Repurchase of shares (9.5)     $ (9.5)     (9.5)  
Stock-based compensation expense 1.0   1.0       1.0  
Net income (loss) (8.2)       (9.4)   (9.4) 1.2
Dividend payments to a joint venture shareholder (0.1)             (0.1)
Other comprehensive income (loss) 0.0         (1.0) (1.0) 1.0
Ending balance at Jun. 30, 2023 $ 906.2 $ 0.1 $ 533.3 $ (39.1) $ 365.0 $ (9.5) $ 849.8 $ 56.4
Ending balance, Shares at Jun. 30, 2023   44.8   1.7        
v3.23.2
Organization and Significant Accounting Policies
 6 Months Ended
Jun. 30, 2023
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 leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and part and component manufacturing, as well as tool chamber parts cleaning and coating, and micro-contamination analytical services. The Company’s Products business primarily designs, engineers and manufactures production tools, components and parts, and modules and subsystems for the semiconductor and display capital equipment markets. Products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics, process modules as well as other high-level assemblies. The Company’s Services business provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment markets.

Basis of Presentation — The unaudited Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q include the accounts of the Company and its majority-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). This financial information reflects all adjustments which are, in the opinion of the Company, normal, recurring and necessary for the fair financial statement presentation for the dates and periods presented. Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with GAAP, have been condensed or omitted from the interim financial statements in this Quarterly Report on Form 10-Q. Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 30, 2022.

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

Principles of Consolidation — The Company’s Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries and all significant intercompany accounts and transactions have been eliminated upon 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 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, and Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is majority owned by Cinos Korea. The interest held by others in Cinos Korea and in Cinos China are presented as noncontrolling interests in the accompanying Condensed Consolidated Financial Statements. The noncontrolling interests will continue to be attributed its share of gains and losses even if that attribution results in a deficit noncontrolling interests' balance. See Note 10 for further discussion.

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 operates two reportable segments: Products and Services. The Company has three operating segments as of June 30, 2023 with two operating segments within the Products reportable segment and one operating segment within the Services reportable segment. See Note 15 of the Notes to the Condensed Consolidated Financial Statements.

Foreign Currency Translation and Remeasurement — The functional currency of the Products business’ foreign subsidiaries, excluding the subsidiaries of Ham-Let (Israel-Canada) Ltd. (“Ham-Let” or “Fluid Solutions”), is the U.S. Dollar. The functional currency of the Ham-Let subsidiaries in Singapore, United Kingdom, Netherlands, Taiwan and China, is their local currency, except for Israel, which is the U.S. Dollar. The functional currency of the Services division’s foreign subsidiaries is the local currency, except for that of its Singapore, Scotland and Ireland entities, which is the U.S. Dollar.

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 and functional currency differs from their local currency, any gains and losses resulting from the remeasurement 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 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, but not limited to, 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 revenues) and their related revenues as a percentage of total revenues were as follows:

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

 

 

July 1,

 

 

 

June 30,

 

 

 

July 1,

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

Lam Research Corporation

 

33.8

 

%

 

 

41.0

 

%

 

 

35.2

 

%

 

 

39.1

 

%

Applied Materials, Inc.

23.2

 

 

 

22.7

 

 

 

21.5

 

 

 

22.9

 

 

Total

 

57.0

 

%

 

 

63.7

 

%

 

 

56.7

 

%

 

 

62.0

 

%

Two customers’ accounts receivable balances, Lam Research Corporation and Applied Materials, Inc., were individually greater than 10% of accounts receivable as of June 30, 2023 and December 30, 2022, in the aggregate approximately 30.7% and 38.5% of total accounts receivable, respectively.

Fair Value of Measurements — The Company measures its cash equivalents, derivative contracts, pension obligation and common stock purchase obligation (prior to the reclass to non-controlling interests) 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 Condensed Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Condensed Consolidated Statements of Operations as other income (expense), net, or as a component of AOCI in the accompanying Condensed 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 based on 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.

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 to 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.

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.

Leases — The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and reassesses 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 greater than one year 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 in advance and is reduced by 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. 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 June 30, 2023 and December 30, 2022 were not significant.

Goodwill and Indefinite-Lived Intangible Assets — Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually or more frequently if indicators of potential impairment exist. 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.

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 Condensed Consolidated Balance Sheets. Deferred costs are amortized on an effective interest method basis over the contractual term.

Defined Benefit Pension Plan — The Company has several noncontributory defined benefit pension plans covering substantially all of the employees of two of its foreign entities upon termination of their employee services. 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 gain (loss) 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. For further discussion of the Company’s defined benefit pension plan see Note 8 of the Notes to the Condensed Consolidated Financial Statements.

Revenue Recognition — Revenue is recognized when the Company satisfies performance obligations as evidenced by the transfer of 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 its 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. The Company infrequently sells certain finished goods inventory on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard.

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 directors and certain employees. These equity-based awards include restricted stock awards (“RSAs”), performance stock units ("PSUs") and restricted stock units (“RSUs”). The RSAs and RSUs use the closing price of stock price on the day preceding the grant date as a proxy for fair value and compensation expense. The PSUs contain market conditions, and 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. See Note 11 for further discussion.

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.

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 restricted stock using the treasury stock method, except when such shares are anti-dilutive. In accordance with Accounting Standards Codification 718, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of in-the-money stock options and restricted stock units. This results in the assumed buyback of additional shares, thereby reducing the dilutive impact of equity awards.

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.

Accounting Standards Recently Adopted

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance. In December 2022, the FASB issued ASU 2022-06, “Topic 848: Deferral of the sunset date of Topic 848”, which defers the expiration date for Topic 848 from December 31, 2022 until December 31, 2024. In June 2023, the Company entered into a Fourth Amendment to the Credit Agreement to replace the LIBOR-based reference interest rate option with a reference interest option based upon Term Secured Overnight Financing Rate (“SOFR”) under the Credit Agreement. The Company applied practical expedients provided in Topic 848 allowing for the changes in contractual terms to be accounted for prospectively. These modifications had no significant impact on the Company’s Condensed Consolidated Financial Statements. See Note 6 for further discussion.

Accounting Standards Not Yet Adopted

Management has considered all recent accounting pronouncements and believes there is no accounting guidance issued but not yet effective that would be material to the Company’s condensed consolidated financial statements.
v3.23.2
Business Divestiture
 6 Months Ended
Jun. 30, 2023
BusinessDivestiture [Abstract]  
Business Divestitures

2. BUSINESS DIVESTITURES

In 2022, the Company executed the sale of four of its non-semiconductor operating subsidiaries of Fluid Solutions. Each of these entities is reported within the Products reportable segment. The purpose of the divestitures was to remain focused on its core semiconductor business. As a result of these divestitures, the Company recorded a net loss of $56.6 million and $20.8 million during the second and the third quarter of fiscal year 2022, respectively. The recorded total net loss of $77.4 million includes the write-off of intangible assets, goodwill and net assets of $27.8 million, $19.7 million and $29.9 million, respectively. Goodwill has been allocated to the divestitures based on the relative fair value of each component in relation to its respective reporting unit.

v3.23.2
Balance Sheet Information
 6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Balance Sheet Information

3. BALANCE SHEET INFORMATION

Inventories consisted of the following:

 

 

June 30,

 

 

December 30,

 

(In millions)

 

2023

 

 

2022

 

Raw materials

 

$

 

203.6

 

 

$

 

230.4

 

Work in process

 

 

 

112.0

 

 

 

 

142.3

 

Finished goods

 

 

 

83.2

 

 

 

 

71.2

 

Total

 

$

 

398.8

 

 

$

 

443.9

 

The inventory write-downs are recorded on the basis of obsolete inventory or specific identified inventory in excess of estimated usage.

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

 

Useful Life

 

June 30,

 

 

December 30,

 

(In millions)

(In years)

 

2023

 

 

2022

 

Land

n/a

 

$

 

2.9

 

 

$

 

3.0

 

Buildings

50

 

 

 

57.0

 

 

 

 

58.6

 

Leasehold improvements

*

 

 

 

86.0

 

 

 

 

81.3

 

Machinery and equipment

5-10

 

 

 

172.0

 

 

 

 

152.5

 

Computer equipment and software

3-10

 

 

 

75.0

 

 

 

 

68.3

 

Furniture and fixtures

5

 

 

 

5.5

 

 

 

 

5.1

 

 

 

 

 

 

398.4

 

 

 

 

368.8

 

Accumulated depreciation

 

 

 

 

(162.5

)

 

 

 

(146.0

)

Construction in progress

 

 

 

 

70.6

 

 

 

 

56.8

 

Total

 

 

$

 

306.5

 

 

$

 

279.6

 

* Lesser of estimated useful life or remaining lease term
v3.23.2
Fair Value
 6 Months Ended
Jun. 30, 2023
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

 

June 30, 2023

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

 

Significant
Other Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

$

0.9

 

 

$

—

 

 

$

0.9

 

 

$

—

 

Other non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Plan assets

 

$

1.4

 

 

$

—

 

 

$

—

 

 

$

1.4

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Pension obligation

 

$

1.5

 

 

$

—

 

 

$

—

 

 

$

1.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurement at

 

 

 

 

 

 

Reporting Date Using

 

Description

 

December 30, 2022

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

 

Significant
Other Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

$

0.3

 

 

$

—

 

 

$

0.3

 

 

$

—

 

Other non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Plan assets

 

$

2.2

 

 

$

—

 

 

$

—

 

 

$

2.2

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Pension obligation

 

$

1.6

 

 

$

—

 

 

$

—

 

 

$

1.6

 

 

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

The estimated fair value of pension obligation is based on expected years of service and average compensation. The valuation model used to value pension obligation utilizes mortality rate, inflation, interest rate risks and changes in the life expectancy for pensioners. These assumptions are routinely made in the appraisal process by the independent actuary resulting in a Level 3 classification. As of June 30, 2023, the Company's aggregate pension benefit obligations was $9.8 million and the fair value of the pension plan assets was $9.7 million. The underfunded pension benefit obligations was $0.1 million. The Company recognizes the overfunded or underfunded status of defined benefit pension plans, measured as the difference between the fair value of the plan assets and the benefit obligation. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability.

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 follows:

 

(Dollars in millions, except rate/multiple)

 

June 30, 2023

 

 

Valuation
Techniques

 

Unobservable
Input

 

Rate/
Multiple

Pension obligation, net

 

$

 

(0.1

)

 

Projected unit credit method

 

Discount rate

 

4.7% - 5.2%

 

 

 

 

 

 

 

 

Rate on return

 

4.7% - 4.9%

 

 

 

 

 

 

 

 

Salary increase rate

 

2.0% - 3.0%

Following is a summary of the Level 3 activity:

(In millions)

Plan assets

 

Pension Obligation

 

As of December 30, 2022

$

2.2

 

$

(1.6

)

Benefits, payments and other adjustments

 

(0.8

)

 

0.1

 

As of June 30, 2023

$

1.4

 

$

(1.5

)
v3.23.2
Goodwill and Intangible Assets
 6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

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

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

During the three and six months ended June 30, 2023, there were no changes to the Company's reporting units, and the Company did not recognize any impairment charges or additions to goodwill. Details of aggregate goodwill of the Company are as follows:

(In millions)

Products

 

Services

 

 

Total

 

Balance at June 30, 2023

$

175.3

 

 

$

73.5

 

 

$

248.8

 

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 June 30, 2023

 

 

As of December 30, 2022

 

 

 

 

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

 

$

172.0

 

 

$

(89.3

)

 

$

82.7

 

 

$

172.0

 

 

$

(81.8

)

 

$

90.2

 

Tradename

4 - 6*

 

 

32.5

 

 

 

(21.5

)

 

 

11.0

 

 

 

32.5

 

 

 

(20.9

)

 

 

11.6

 

Intellectual property/know-how

7 - 15

 

 

37.7

 

 

 

(16.9

)

 

 

20.8

 

 

 

37.7

 

 

 

(15.7

)

 

 

22.0

 

Recipes

20

 

 

73.2

 

 

 

(17.7

)

 

 

55.5

 

 

 

73.2

 

 

 

(15.8

)

 

 

57.4

 

Standard operating procedures

20

 

 

8.6

 

 

 

(2.1

)

 

 

6.5

 

 

 

8.6

 

 

 

(1.9

)

 

 

6.7

 

Total

 

 

$

324.0

 

$

(147.5

)

 

$

176.5

 

 

$

324.0

 

$

(136.1

)

 

$

187.9

 

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

The Company amortizes its intangible assets on a straight-line or accelerated basis over the estimated economic life of the assets. Amortization expense was approximately $5.5 million and $11.4 million for the three and six months ended June 30, 2023, respectively and $7.7 million and $15.7 million for the three and six months ended July 1, 2022, respectively. Amortization expense related to recipes, standard operating procedures and certain intellectual property/know-how is charged to cost of revenues and the remainder is charged to general and administrative expense. As of June 30, 2023, future estimated amortization expense is expected to be as follows:

 

 

 

Amortization

 

(In millions)

 

Expense

 

2023 (remaining in year)

 

$

11.1

 

2024

 

 

21.9

 

2025

 

 

19.9

 

2026

 

 

19.0

 

2027

 

 

18.7

 

Thereafter

 

 

76.9

 

Total

 

$

167.5

 
v3.23.2
Borrowing Arrangements
 6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
Borrowing Arrangements

6. BORROWING ARRANGEMENTS

On March 31, 2021, the Company entered into a Second Amendment (the “Second Amendment”), to the credit agreement dated as of August 27, 2018 and amended as of October 1, 2018 (as amended by the Second Amendment, 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) obtain 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 Facilities.

The Term Loan has a maturity date of August 27, 2025. The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625% of the outstanding principal balance as of March 31, 2021, with the remaining principal paid upon maturity.

On August 19, 2022, the Company entered into a Third Amendment (the “Third Amendment”) to the credit agreement dated as of August 27, 2018 and amended as of October 1, 2018 and March 31, 2021 (as amended by the Third Amendment, the “Credit Agreement”) to, among other things, increase the revolving credit facility portion of the Credit Facilities to $150.0 million with several banks and with Barclays Bank as the administrative agent.

The revolving credit facility has an available commitment of $150.0 million and a maturity date of February 27, 2025. The Company pays a quarterly commitment fee in arrears equal to 0.25% of the average daily available commitment outstanding. Outstanding letters of credit reduce the availability of the revolving credit facility and, as of June 30, 2023, the Company had $146.2 million, net of $3.8 million of outstanding letters of credit, available under this revolving credit facility.

The letter of credit facility has an available commitment of $65.0 million and a maturity date of February 27, 2025. The Company pays a quarterly fee in arrears equal to 2.5% (subject to certain adjustments to the Term Loan) of the dollar equivalent of all outstanding letters of credit, and a fronting fee equal to 0.125% of the undrawn and unexpired amount of each letter of credit. As of June 30, 2023, the Company had $3.8 million of outstanding letters of credit and $61.2 million of available commitments remaining under the letter of credit facility.

On June 29, 2023, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement to replace the LIBOR-based reference interest rate option with a reference interest option based upon Term SOFR under the Credit Agreement.

Under the Credit Facilities, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Eurodollar Rate” (as defined in the Credit Agreement), based on SOFR, plus the applicable margin. The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB- (with a stable outlook) or higher from S&P, (x) 3.50% for such Eurodollar term loans and (y) 2.50% for such ABR term loans or (ii) at all other times, (x) 3.75% for such Eurodollar term loans and (y) 2.75% for such ABR term loans. Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Eurodollar term loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. 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.

At June 30, 2023, the Company had an outstanding amount under the Term Loan of $487.1 million, gross of unamortized debt issuance costs of $8.2 million. As of June 30, 2023, the interest rate on the outstanding Term Loan was 8.9%.

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. As of June 30, 2023, the Company was in default on the Credit Agreement related to the revolving credit facility due to the Company’s failure to satisfy a certain financial covenant under the Credit Agreement. On July 27, 2023, the Company entered into a Fifth Amendment (“Amended Credit Agreement”) to provide the Company with certain relief under the consolidated fixed charge coverage ratio and consolidated total gross leverage ratio maintenance covenants described in the Credit Agreement (the “Financial Covenant Adjustments”), which are applicable only to the revolving credit facility portion of its credit facilities. The Financial Covenant Adjustments are effective during the period commencing with the fiscal period ended June 30, 2023, through to the fiscal period ending December 31, 2024, subject to certain anti-cash hoarding and minimum liquidity requirements during such period. At the election of the Company, and subject to demonstrating compliance with certain financial ratio tests, the Financial Covenant Adjustments may terminate earlier than December 31, 2024. Upon termination of the Financial Covenant adjustments, such financial maintenance covenants will revert to the levels set forth in the existing Credit Agreement and the anti-cash hoarding and minimum liquidity requirements will no longer be applicable. The Company currently has no revolving loans outstanding under the Credit Agreement. As of June 30, 2023, the Company was in compliance with the financial covenants contained within the Amended Credit Agreement.

The Company has a credit agreement with a local bank in the Czech Republic that provides for a revolving credit facility in the aggregate of up to 7.0 million euros (approximately $7.6 million). As of June 30, 2023, no debt was outstanding under this revolving credit facility.

Fluid Solutions has credit facilities with various financial institutions in Israel that provides borrowing up to $18.5 million. As of June 30, 2023, Fluid Solutions had a $6.0 million outstanding balance under these facilities with average interest rate ranges from 7.3% to 8.2%.

As of June 30, 2023, the Company’s total bank debt was $484.9 million, net of unamortized debt issuance costs of $8.2 million. As of June 30, 2023, the Company had $146.2 million, $12.5 million, and $7.6 million available to draw from its credit facilities in the U.S., Israel and Czech Republic, respectively.

The fair value of the Company’s long-term debt was based on Level 2 inputs, and fair value was determined using quoted prices for similar liabilities in inactive markets. The Company’s carrying value approximates fair value for the Company’s long-term debt.
v3.23.2
Income Tax
 6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Tax

7. INCOME TAX

The Company's effective tax rate was 8300% and (66.9%) for the three months ended June 30, 2023 and July 1, 2022, respectively, and 295.0% and 65.5% for the six months ended June 30, 2023 and July 1, 2022, respectively. The 8300% effective tax rate for the three month period ended June 30, 2023 is primarily driven by foreign tax expense over a near breakeven pre-tax profit for the period. The Company’s income tax provision was $8.3 million and $8.7 million for the three months ended June 30, 2023 and July 1, 2022, respectively, and $11.8 and $17.3 million for the six months ended June 30, 2023 and July 1, 2022, respectively. The change in respective tax rates reflects, primarily, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full federal and state valuation allowances.

Company management continuously evaluates the need for a valuation allowance and, as of June 30, 2023, concluded that a full valuation allowance on its U.S. federal and state and certain of its foreign deferred tax assets was still appropriate.

As of June 30, 2023 and July 1, 2022, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $2.7 million and $1.7 million, respectively. Increases or decreases to interest and penalties on uncertain tax positions are included in the income tax provision in the Condensed Consolidated Statements of Operations. Although it is possible that some of the unrecognized tax benefits could be settled within the next twelve months, the Company cannot reasonably estimate the outcome at this time.
v3.23.2
Retirement Plans
 6 Months Ended
Jun. 30, 2023
Retirement Benefits [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. Fluid Solutions has a noncontributory defined benefit pension plans covering its employees in Israel upon their retirement. The benefits for these plans are based on expected years of service and average compensation. The net period costs are recognized as employees render the services necessary to earn the postretirement benefits. The Company records annual amounts relating to the pension plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plans are reasonable based on its experience and market conditions.

As of June 30, 2023 , the benefit obligation of the plan was $9.8 million and the fair value of the benefit plan assets was $9.7 million which are invested in several fixed deposit accounts with financial institutions. As of June 30, 2023, the underfunded balance of the plans of $0.1 million has been recorded by the Company and is included in other liabilities. Amounts recognized in accumulated other comprehensive loss for the three and six months ended June 30, 2023 were $0.4 million and $0.2 million, respectively. The Company and its subsidiaries contributed $0.1 million during the three and six months ended June 30, 2023. During the three and six months ended July 1, 2022, there were no amounts recognized in accumulated other comprehensive loss and the Company and its subsidiaries made immaterial contributions to the plans.

As of June 30, 2023, the Company's future estimated payment obligations for the respective fiscal years are as follows:

 

Employee Savings and Retirement Plan

(In millions)

 

 

2023

 

$

—

 

2024

 

 

1.0

 

2025

 

 

2.0

 

2026

 

 

1.0

 

2027

 

 

1.1

 

Thereafter

 

 

5.4

 

Total

 

$

10.5

 

The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all U.S. employees who meet certain eligibility requirements. Participants could elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25% of their salary to a maximum of the IRS limit. The Company matches 50.0% of each employee's contribution, up to a maximum of 6% of the employee's eligible earnings. The Company made $0.8 million and $1.6 million discretionary employer contributions to the 401(k) Plan for the three and six months ended June 30, 2023 and $0.7 million and $1.6 million for the three and six months ended July 1, 2022.
v3.23.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2023
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 $523.4 million as of June 30, 2023.

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 Condensed Consolidated Statements of Operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows.
v3.23.2
Stockholders' Equity and Noncontrolling Interests
 6 Months Ended
Jun. 30, 2023
Noncontrolling Interest [Abstract]  
Stockholders' Equity and Noncontrolling Interests

10. STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS

Treasury Stock

On October 20, 2022, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $150.0 million of the Company’s common stock over a three-year period. For the three and six months ended June 30, 2023, approximately 0.3 million and 0.8 million shares were repurchased under this program with an aggregate cost of $9.5 million and $23.7 million, respectively. As of June 30, 2023, 1.1 million shares had been repurchased under the program and they are held in treasury stock. The Company records treasury stock using the cost method. The Company may reissue these treasury shares as part of its stock-based compensation programs.

Non-controlling Interests

Services, 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 Condensed Consolidated Financial Statements. 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 Services earnings before interest expense, taxes, depreciation and amortization contributed by each entity.

v3.23.2
Employee Stock Plans
 6 Months Ended
Jun. 30, 2023
Postemployment Benefits [Abstract]  
Employee Stock Plans

11. EMPLOYEE STOCK PLANS

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

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

The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations:

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

(In millions)

2023

 

 

2022

 

 

2023

 

 

2022

 

Cost of revenues (1)

$

0.3

 

 

$

0.5

 

 

$

0.6

 

 

$

1.0

 

Research and development

 

0.1

 

 

 

0.1

 

 

 

0.1

 

 

 

0.2

 

Sales and marketing

 

0.3

 

 

 

0.3

 

 

 

0.7

 

 

 

0.6

 

General and administrative

 

0.3

 

 

 

3.6

 

 

 

3.3

 

 

 

8.3

 

Total stock-based compensation

$

1.0

 

 

$

4.5

 

 

$

4.7

 

 

$

10.1

 
(1)
Stock-based compensation expense capitalized in inventory for the three and six months ended June 30, 2023 and July 1, 2022 were immaterial.

For the three and six months ended June 30, 2023, 0.5 million and 0.6 million RSUs were granted with a weighted average fair value of $28.29 and $28.31 per share, respectively, and for the three and six months ended July 1, 2022, 0.4 million and 0.5 million RSUs were granted with a weighted average fair value of $31.93 and $33.49 per share, respectively.

For the three and six months ended June 30, 2023, 145.0 thousand PSUs were granted and 98.0 thousand PSUs were granted for the three and six months ended July 1, 2022.

For the three and six months ended June 30, 2023, 37.0 thousand RSAs were granted and 25.9 thousand RSAs were granted for the three and six months ended July 1, 2022.

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the six months ended June 30, 2023 (in millions):

 

 

 

 

 

Aggregate

 

 

 

Number of

 

 

Intrinsic

 

 

 

Shares

 

 

Value

 

Unvested restricted stock units and restricted stock awards at December 30, 2022

 

 

1.1

 

 

$

37.6

 

Granted

 

 

0.8

 

 

 

 

Vested

 

 

(0.5

)

 

 

 

Forfeited

 

 

—

 

 

 

 

Unvested restricted stock units and restricted stock awards at June 30, 2023

 

 

1.4

 

 

$

52.4

 

Vested and expected to vest restricted stock units and restricted stock
   awards

 

 

1.4

 

 

$

52.4

 

As of June 30, 2023, approximately $29.8 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 2.24 years, and will be adjusted for subsequent changes in future grants. The total unamortized expense of the Company’s unvested RSAs as of June 30, 2023 was $0.9 million.

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

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 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 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 PSU program may provide substantial rewards to participants with a maximum payout of two times the initial PSU award.

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

Employee Stock Purchase Plan

The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. The purchase price is 85% of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

No shares were issued under the ESPP during the three and six months ended June 30, 2023. The Company recorded $0.1 million of expense related to ESPP for the three and six months ended June 30, 2023. During the three and six months ended July 1, 2022, 24.4 thousand shares were issued and $0.3 million of expense was recorded.
v3.23.2
Revenue Recognition
 6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue Recognition

12. REVENUE RECOGNITION

Revenue is recognized when the Company satisfies the performance obligations as evidenced by the transfer of control of the promised goods or services to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company sells its products and services primarily to customers in the semiconductor capital equipment industry. The Company’s revenues are highly concentrated, and we are therefore highly dependent upon a small number of customers. Typical payment terms with our customers range from thirty to sixty 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 Condensed Consolidated Balance Sheets and is not considered significant.

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

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value-add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Certain of our customers may receive cash-based incentives, such as rebates or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. As of June 30, 2023 and December 30, 2022, an accrual for unpaid customer rebates of $3.2 million and $3.8 million, respectively, was included in accounts receivable on the Company’s Condensed Consolidated Balance Sheet. The Company's disaggregated revenues are apportioned by segments within the Company’s Condensed Consolidated Statement of Operations.

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

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Singapore

$

138.9

 

 

$

237.0

 

 

291.1

 

 

 

447.5

 

United States

 

134.1

 

 

 

193.2

 

 

$

267.9

 

 

$

374.6

 

Austria

 

31.3

 

 

 

28.7

 

 

 

61.8

 

 

 

57.1

 

South Korea

 

22.7

 

 

 

45.4

 

 

 

50.0

 

 

 

87.0

 

China

 

30.9

 

 

 

27.8

 

 

 

54.1

 

 

 

56.4

 

Taiwan

 

21.6

 

 

 

28.8

 

 

 

40.5

 

 

 

49.5

 

Israel

 

4.2

 

 

 

1.6

 

 

 

9.3

 

 

 

8.3

 

Malaysia

 

4.5

 

 

 

10.6

 

 

 

7.3

 

 

 

25.0

 

Others

 

33.3

 

 

 

35.6

 

 

 

72.8

 

 

 

67.5

 

Total

$

421.5

 

 

$

608.7

 

 

$

854.8

 

 

$

1,172.9

 
v3.23.2
Leases
 6 Months Ended
Jun. 30, 2023
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. Renewal options are typically solely at our discretion and are only included within the lease obligation and right-of-use asset when we are reasonably certain that the renewal options would be exercised.

The components of lease expense were summarized as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

(Dollars in millions)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Operating lease cost

 

$

6.4

 

 

$

5.9

 

 

$

12.4

 

 

$

11.0

 

Short-term lease cost

 

 

1.2

 

 

 

0.3

 

 

 

1.7

 

 

 

1.0

 

Sublease income

 

 

(0.1

)

 

 

—

 

 

 

(0.2

)

 

 

—

 

Total lease cost

 

$

7.5

 

 

$

6.2

 

 

$

13.9

 

 

$

12.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows used in operating leases

 

$

6.3

 

 

$

5.9

 

 

$

12.0

 

 

$

11.1

 

Weighted-average remaining lease term – operating leases

 

 

 

 

 

 

 

 

9.4

 

 

 

3.4

 

Weighted-average discount rate – operating leases

 

 

 

 

 

 

 

 

6.1

%

 

 

4.8

%

 

Future minimum payments under operating leases as of June 30, 2023 were summarized as follows:

 

(In millions)

 

Operating Leases

 

2023 (remaining in year)

 

$

13.0

 

2024

 

 

23.1

 

2025

 

 

19.5

 

2026

 

 

16.0

 

2027

 

 

15.8

 

Thereafter

 

 

92.6

 

Total minimum lease payments

 

 

180.0

 

Less: imputed interest

 

 

(47.9

)

Lease liability

 

$

132.1

 
v3.23.2
Net Income Per Share
 6 Months Ended
Jun. 30, 2023
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 per share:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

(In millions, except share amounts)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to UCT

 

$

(9.4

)

 

$

(25.1

)

 

$

(12.8

)

 

$

2.8

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computation — basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

44.7

 

 

 

45.2

 

 

 

44.8

 

 

 

45.1

 

Shares used in computation — diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

44.7

 

 

 

45.2

 

 

 

44.8

 

 

 

45.1

 

Dilutive effect of common shares outstanding subject to repurchase

 

 

—

 

 

 

—

 

 

 

—

 

 

 

0.6

 

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

 

 

44.7

 

 

 

45.2

 

 

 

44.8

 

 

 

45.7

 

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

 

$

(0.21

)

$

(0.56

)

$

(0.29

)

$

0.06

 

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

 

$

(0.21

)

$

(0.56

)

$

(0.29

)

$

0.06

 
v3.23.2
Reportable Segments
 6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Reportable Segments

15. REPORTABLE SEGMENTS

The Company prepares financial results based on three operating segments (Products, Services, and Fluid Solutions) and two reportable segments (Products and Services). The Products and Fluid Solutions operating segments have been aggregated into the Products reportable segment based upon consistency of economic characteristics, nature of products, similarity of production process, and class of customers. The Company’s Chief Executive Officer (chief operating decision maker) views and evaluates operations based on the results of each of the reportable segments. The following table describes each segment:

 

Segment

 

Product or Services

 

Primary Markets Served

 

Geographic Areas

Products

 

Assembly
Weldments
Machining
Fabrication

 

Semiconductor

 

Americas
Asia Pacific
EMEA

Services

 

Cleaning Coating
Analytics

 

Semiconductor

 

Americas
Asia Pacific
EMEA

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

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

Segment Data

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

(In millions)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

362.5

 

 

$

532.0

 

 

$

731.1

 

 

$

1,018.9

 

Services

 

 

59.0

 

 

 

76.7

 

 

 

123.7

 

 

 

154.0

 

Total segment revenues

 

$

421.5

 

 

$

608.7

 

 

$

854.8

 

 

$

1,172.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

51.4

 

 

$

90.9

 

 

$

104.9

 

 

$

178.3

 

Services

 

 

16.7

 

 

 

27.5

 

 

 

36.2

 

 

 

53.9

 

Total segment gross margin

 

$

68.1

 

 

$

118.4

 

 

$

141.1

 

 

$

232.2

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

10.8

 

 

$

(14.4

)

 

$

19.5

 

 

$

23.3

 

Services

 

 

1.8

 

 

 

8.9

 

 

 

5.5

 

 

 

17.0

 

Total segment income (loss) from operations

 

$

12.6

 

 

$

(5.5

)

 

$

25.0

 

 

$

40.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 30,

 

(In millions)

 

 

 

 

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

 

 

 

 

 

$

1,550.9

 

 

$

1,650.2

 

Services

 

 

 

 

 

 

 

 

292.8

 

 

 

310.7

 

Total segment assets

 

 

 

 

 

 

 

$

1,843.7

 

 

$

1,960.9

 

As of June 30, 2023, approximately $128.7 million and $81.4 million of the Company’s net long-lived assets were located in Asia Pacific and EMEA, respectively, and the remaining balances were located in the United States. At December 30, 2022, approximately $129.1 million and $76.2 million of the Company’s net long-lived assets were located in Asia Pacific and EMEA, respectively, and the remaining balances were located in the United States.

v3.23.2
Organization and Significant Accounting Policies (Policies)
 6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation

Basis of Presentation — The unaudited Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q include the accounts of the Company and its majority-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). This financial information reflects all adjustments which are, in the opinion of the Company, normal, recurring and necessary for the fair financial statement presentation for the dates and periods presented. Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with GAAP, have been condensed or omitted from the interim financial statements in this Quarterly Report on Form 10-Q. Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended December 30, 2022.

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 Condensed Consolidated Financial Statements include the accounts of the Company and its majority-owned subsidiaries and all significant intercompany accounts and transactions have been eliminated upon 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 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, and Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is majority owned by Cinos Korea. The interest held by others in Cinos Korea and in Cinos China are presented as noncontrolling interests in the accompanying Condensed Consolidated Financial Statements. The noncontrolling interests will continue to be attributed its share of gains and losses even if that attribution results in a deficit noncontrolling interests' balance. See Note 10 for further discussion.

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 operates two reportable segments: Products and Services. The Company has three operating segments as of June 30, 2023 with two operating segments within the Products reportable segment and one operating segment within the Services reportable segment. See Note 15 of the Notes to the Condensed Consolidated Financial Statements.
Foreign Currency Translation and Remeasurement

Foreign Currency Translation and Remeasurement — The functional currency of the Products business’ foreign subsidiaries, excluding the subsidiaries of Ham-Let (Israel-Canada) Ltd. (“Ham-Let” or “Fluid Solutions”), is the U.S. Dollar. The functional currency of the Ham-Let subsidiaries in Singapore, United Kingdom, Netherlands, Taiwan and China, is their local currency, except for Israel, which is the U.S. Dollar. The functional currency of the Services division’s foreign subsidiaries is the local currency, except for that of its Singapore, Scotland and Ireland entities, which is the U.S. Dollar.

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 and functional currency differs from their local currency, any gains and losses resulting from the remeasurement 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 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, but not limited to, 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 revenues) and their related revenues as a percentage of total revenues were as follows:

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

 

 

July 1,

 

 

 

June 30,

 

 

 

July 1,

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

Lam Research Corporation

 

33.8

 

%

 

 

41.0

 

%

 

 

35.2

 

%

 

 

39.1

 

%

Applied Materials, Inc.

23.2

 

 

 

22.7

 

 

 

21.5

 

 

 

22.9

 

 

Total

 

57.0

 

%

 

 

63.7

 

%

 

 

56.7

 

%

 

 

62.0

 

%

Two customers’ accounts receivable balances, Lam Research Corporation and Applied Materials, Inc., were individually greater than 10% of accounts receivable as of June 30, 2023 and December 30, 2022, in the aggregate approximately 30.7% and 38.5% of total accounts receivable, respectively.

Fair Value of Measurements

Fair Value of Measurements — The Company measures its cash equivalents, derivative contracts, pension obligation and common stock purchase obligation (prior to the reclass to non-controlling interests) 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 Condensed Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Condensed Consolidated Statements of Operations as other income (expense), net, or as a component of AOCI in the accompanying Condensed 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 based on 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.
Property, Plant and Equipment, net 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 to 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.
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.
Leases

Leases — The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and reassesses 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 greater than one year 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 in advance and is reduced by 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. 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 June 30, 2023 and December 30, 2022 were not significant.
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 or more frequently if indicators of potential impairment exist. 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.
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 Condensed Consolidated Balance Sheets. Deferred costs are amortized on an effective interest method basis over the contractual term.
Defined Benefit Pension Plan

Defined Benefit Pension Plan — The Company has several noncontributory defined benefit pension plans covering substantially all of the employees of two of its foreign entities upon termination of their employee services. 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 gain (loss) 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. For further discussion of the Company’s defined benefit pension plan see Note 8 of the Notes to the Condensed Consolidated Financial Statements.
Revenue Recognition

Revenue Recognition — Revenue is recognized when the Company satisfies performance obligations as evidenced by the transfer of 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 its 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. The Company infrequently sells certain finished goods inventory on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard.

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 directors and certain employees. These equity-based awards include restricted stock awards (“RSAs”), performance stock units ("PSUs") and restricted stock units (“RSUs”). The RSAs and RSUs use the closing price of stock price on the day preceding the grant date as a proxy for fair value and compensation expense. The PSUs contain market conditions, and 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. See Note 11 for further discussion.
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.

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 restricted stock using the treasury stock method, except when such shares are anti-dilutive. In accordance with Accounting Standards Codification 718, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of in-the-money stock options and restricted stock units. This results in the assumed buyback of additional shares, thereby reducing the dilutive impact of equity awards.

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.
Recently Issued Accounting Pronouncements Not Yet Adopted

Accounting Standards Recently Adopted

In March 2020, the FASB issued ASU 2020-04, “Reference rate reform (“Topic 848”): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” The ASU provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. The amendments apply only to contracts and hedging relationships that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. The amendments are elective and are effective upon issuance. In December 2022, the FASB issued ASU 2022-06, “Topic 848: Deferral of the sunset date of Topic 848”, which defers the expiration date for Topic 848 from December 31, 2022 until December 31, 2024. In June 2023, the Company entered into a Fourth Amendment to the Credit Agreement to replace the LIBOR-based reference interest rate option with a reference interest option based upon Term Secured Overnight Financing Rate (“SOFR”) under the Credit Agreement. The Company applied practical expedients provided in Topic 848 allowing for the changes in contractual terms to be accounted for prospectively. These modifications had no significant impact on the Company’s Condensed Consolidated Financial Statements. See Note 6 for further discussion.

Accounting Standards Not Yet Adopted

Management has considered all recent accounting pronouncements and believes there is no accounting guidance issued but not yet effective that would be material to the Company’s condensed consolidated financial statements.
v3.23.2
Organization and Significant Accounting Policies (Tables)
 6 Months Ended
Jun. 30, 2023
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 revenues) and their related revenues as a percentage of total revenues were as follows:

 

Three Months Ended

 

Six Months Ended

 

June 30,

 

 

 

July 1,

 

 

 

June 30,

 

 

 

July 1,

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

 

Lam Research Corporation

 

33.8

 

%

 

 

41.0

 

%

 

 

35.2

 

%

 

 

39.1

 

%

Applied Materials, Inc.

23.2

 

 

 

22.7

 

 

 

21.5

 

 

 

22.9

 

 

Total

 

57.0

 

%

 

 

63.7

 

%

 

 

56.7

 

%

 

 

62.0

 

%
v3.23.2
Balance Sheet Information (Tables)
 6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summary of Inventories

Inventories consisted of the following:

 

 

June 30,

 

 

December 30,

 

(In millions)

 

2023

 

 

2022

 

Raw materials

 

$

 

203.6

 

 

$

 

230.4

 

Work in process

 

 

 

112.0

 

 

 

 

142.3

 

Finished goods

 

 

 

83.2

 

 

 

 

71.2

 

Total

 

$

 

398.8

 

 

$

 

443.9

 
Property, Plant and Equipment, Net

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

 

Useful Life

 

June 30,

 

 

December 30,

 

(In millions)

(In years)

 

2023

 

 

2022

 

Land

n/a

 

$

 

2.9

 

 

$

 

3.0

 

Buildings

50

 

 

 

57.0

 

 

 

 

58.6

 

Leasehold improvements

*

 

 

 

86.0

 

 

 

 

81.3

 

Machinery and equipment

5-10

 

 

 

172.0

 

 

 

 

152.5

 

Computer equipment and software

3-10

 

 

 

75.0

 

 

 

 

68.3

 

Furniture and fixtures

5

 

 

 

5.5

 

 

 

 

5.1

 

 

 

 

 

 

398.4

 

 

 

 

368.8

 

Accumulated depreciation

 

 

 

 

(162.5

)

 

 

 

(146.0

)

Construction in progress

 

 

 

 

70.6

 

 

 

 

56.8

 

Total

 

 

$

 

306.5

 

 

$

 

279.6

 

* Lesser of estimated useful life or remaining lease term
v3.23.2
Fair Value (Tables)
 6 Months Ended
Jun. 30, 2023
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

 

June 30, 2023

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

 

Significant
Other Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

$

0.9

 

 

$

—

 

 

$

0.9

 

 

$

—

 

Other non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Plan assets

 

$

1.4

 

 

$

—

 

 

$

—

 

 

$

1.4

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Pension obligation

 

$

1.5

 

 

$

—

 

 

$

—

 

 

$

1.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurement at

 

 

 

 

 

 

Reporting Date Using

 

Description

 

December 30, 2022

 

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

 

Significant
Other Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid expenses and other current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Forward contracts

 

$

0.3

 

 

$

—

 

 

$

0.3

 

 

$

—

 

Other non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Plan assets

 

$

2.2

 

 

$

—

 

 

$

—

 

 

$

2.2

 

Other liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Pension obligation

 

$

1.6

 

 

$

—

 

 

$

—

 

 

$

1.6

 

 
Summary of Qualitative Information About Pension obligation 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 follows:

 

(Dollars in millions, except rate/multiple)

 

June 30, 2023

 

 

Valuation
Techniques

 

Unobservable
Input

 

Rate/
Multiple

Pension obligation, net

 

$

 

(0.1

)

 

Projected unit credit method

 

Discount rate

 

4.7% - 5.2%

 

 

 

 

 

 

 

 

Rate on return

 

4.7% - 4.9%

 

 

 

 

 

 

 

 

Salary increase rate

 

2.0% - 3.0%
Summary of Level 3 Activity

Following is a summary of the Level 3 activity:

(In millions)

Plan assets

 

Pension Obligation

 

As of December 30, 2022

$

2.2

 

$

(1.6

)

Benefits, payments and other adjustments

 

(0.8

)

 

0.1

 

As of June 30, 2023

$

1.4

 

$

(1.5

)
v3.23.2
Goodwill and Intangible Assets (Tables)
 6 Months Ended
Jun. 30, 2023
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 June 30, 2023

$

175.3

 

 

$

73.5

 

 

$

248.8

 
Purchased Intangible Assets

Details of intangible assets were as follows:

 

 

 

As of June 30, 2023

 

 

As of December 30, 2022

 

 

 

 

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

 

$

172.0

 

 

$

(89.3

)

 

$

82.7

 

 

$

172.0

 

 

$

(81.8

)

 

$

90.2

 

Tradename

4 - 6*

 

 

32.5

 

 

 

(21.5

)

 

 

11.0

 

 

 

32.5

 

 

 

(20.9

)

 

 

11.6

 

Intellectual property/know-how

7 - 15

 

 

37.7

 

 

 

(16.9

)

 

 

20.8

 

 

 

37.7

 

 

 

(15.7

)

 

 

22.0

 

Recipes

20

 

 

73.2

 

 

 

(17.7

)

 

 

55.5

 

 

 

73.2

 

 

 

(15.8

)

 

 

57.4

 

Standard operating procedures

20

 

 

8.6

 

 

 

(2.1

)

 

 

6.5

 

 

 

8.6

 

 

 

(1.9

)

 

 

6.7

 

Total

 

 

$

324.0

 

$

(147.5

)

 

$

176.5

 

 

$

324.0

 

$

(136.1

)

 

$

187.9

 

* 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.

Future Estimated Amortization Expense As of June 30, 2023, future estimated amortization expense is expected to be as follows:

 

 

 

Amortization

 

(In millions)

 

Expense

 

2023 (remaining in year)

 

$

11.1

 

2024

 

 

21.9

 

2025

 

 

19.9

 

2026

 

 

19.0

 

2027

 

 

18.7

 

Thereafter

 

 

76.9

 

Total

 

$

167.5

 
v3.23.2
Retirement Plans (Table)
 6 Months Ended
Jun. 30, 2023
Retirement Benefits [Abstract]  
Schedule of Future Payment Obligations

As of June 30, 2023, the Company's future estimated payment obligations for the respective fiscal years are as follows:

 

Employee Savings and Retirement Plan

(In millions)

 

 

2023

 

$

—

 

2024

 

 

1.0

 

2025

 

 

2.0

 

2026

 

 

1.0

 

2027

 

 

1.1

 

Thereafter

 

 

5.4

 

Total

 

$

10.5

 
v3.23.2
Employee Stock Plans (Tables)
 6 Months Ended
Jun. 30, 2023
Postemployment Benefits [Abstract]  
Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations

The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations:

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

(In millions)

2023

 

 

2022

 

 

2023

 

 

2022

 

Cost of revenues (1)

$

0.3

 

 

$

0.5

 

 

$

0.6

 

 

$

1.0

 

Research and development

 

0.1

 

 

 

0.1

 

 

 

0.1

 

 

 

0.2

 

Sales and marketing

 

0.3

 

 

 

0.3

 

 

 

0.7

 

 

 

0.6

 

General and administrative

 

0.3

 

 

 

3.6

 

 

 

3.3

 

 

 

8.3

 

Total stock-based compensation

$

1.0

 

 

$

4.5

 

 

$

4.7

 

 

$

10.1

 
(1)
Stock-based compensation expense capitalized in inventory for the three and six months ended June 30, 2023 and July 1, 2022 were immaterial.
Summary of Restricted Stock Unit, Performance Stock Units and Restricted Stock Award Activity

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the six months ended June 30, 2023 (in millions):

 

 

 

 

 

Aggregate

 

 

 

Number of

 

 

Intrinsic

 

 

 

Shares

 

 

Value

 

Unvested restricted stock units and restricted stock awards at December 30, 2022

 

 

1.1

 

 

$

37.6

 

Granted

 

 

0.8

 

 

 

 

Vested

 

 

(0.5

)

 

 

 

Forfeited

 

 

—

 

 

 

 

Unvested restricted stock units and restricted stock awards at June 30, 2023

 

 

1.4

 

 

$

52.4

 

Vested and expected to vest restricted stock units and restricted stock
   awards

 

 

1.4

 

 

$

52.4

 
v3.23.2
Revenue Recognition (Tables)
 6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue by Geographic Area The following table sets forth revenue by geographic area (in millions):

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Singapore

$

138.9

 

 

$

237.0

 

 

291.1

 

 

 

447.5

 

United States

 

134.1

 

 

 

193.2

 

 

$

267.9

 

 

$

374.6

 

Austria

 

31.3

 

 

 

28.7

 

 

 

61.8

 

 

 

57.1

 

South Korea

 

22.7

 

 

 

45.4

 

 

 

50.0

 

 

 

87.0

 

China

 

30.9

 

 

 

27.8

 

 

 

54.1

 

 

 

56.4

 

Taiwan

 

21.6

 

 

 

28.8

 

 

 

40.5

 

 

 

49.5

 

Israel

 

4.2

 

 

 

1.6

 

 

 

9.3

 

 

 

8.3

 

Malaysia

 

4.5

 

 

 

10.6

 

 

 

7.3

 

 

 

25.0

 

Others

 

33.3

 

 

 

35.6

 

 

 

72.8

 

 

 

67.5

 

Total

$

421.5

 

 

$

608.7

 

 

$

854.8

 

 

$

1,172.9

 
v3.23.2
Leases (Tables)
 6 Months Ended
Jun. 30, 2023
Leases [Abstract]  
Summary of Components of Lease Expense

The components of lease expense were summarized as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

(Dollars in millions)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Operating lease cost

 

$

6.4

 

 

$

5.9

 

 

$

12.4

 

 

$

11.0

 

Short-term lease cost

 

 

1.2

 

 

 

0.3

 

 

 

1.7

 

 

 

1.0

 

Sublease income

 

 

(0.1

)

 

 

—

 

 

 

(0.2

)

 

 

—

 

Total lease cost

 

$

7.5

 

 

$

6.2

 

 

$

13.9

 

 

$

12.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows used in operating leases

 

$

6.3

 

 

$

5.9

 

 

$

12.0

 

 

$

11.1

 

Weighted-average remaining lease term – operating leases

 

 

 

 

 

 

 

 

9.4

 

 

 

3.4

 

Weighted-average discount rate – operating leases

 

 

 

 

 

 

 

 

6.1

%

 

 

4.8

%
Summary of Future Minimum Payments under Operating Leases

Future minimum payments under operating leases as of June 30, 2023 were summarized as follows:

 

(In millions)

 

Operating Leases

 

2023 (remaining in year)

 

$

13.0

 

2024

 

 

23.1

 

2025

 

 

19.5

 

2026

 

 

16.0

 

2027

 

 

15.8

 

Thereafter

 

 

92.6

 

Total minimum lease payments

 

 

180.0

 

Less: imputed interest

 

 

(47.9

)

Lease liability

 

$

132.1

 
v3.23.2
Net Income Per Share (Tables)
 6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Basic and Diluted Net Income Per Share

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

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

(In millions, except share amounts)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to UCT

 

$

(9.4

)

 

$

(25.1

)

 

$

(12.8

)

 

$

2.8

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computation — basic:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

44.7

 

 

 

45.2

 

 

 

44.8

 

 

 

45.1

 

Shares used in computation — diluted:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

44.7

 

 

 

45.2

 

 

 

44.8

 

 

 

45.1

 

Dilutive effect of common shares outstanding subject to repurchase

 

 

—

 

 

 

—

 

 

 

—

 

 

 

0.6

 

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

 

 

44.7

 

 

 

45.2

 

 

 

44.8

 

 

 

45.7

 

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

 

$

(0.21

)

$

(0.56

)

$

(0.29

)

$

0.06

 

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

 

$

(0.21

)

$

(0.56

)

$

(0.29

)

$

0.06

 
v3.23.2
Reportable Segments (Tables)
 6 Months Ended
Jun. 30, 2023
Segment Reporting [Abstract]  
Summary of Segment Description and Data The following table describes each segment:

 

Segment

 

Product or Services

 

Primary Markets Served

 

Geographic Areas

Products

 

Assembly
Weldments
Machining
Fabrication

 

Semiconductor

 

Americas
Asia Pacific
EMEA

Services

 

Cleaning Coating
Analytics

 

Semiconductor

 

Americas
Asia Pacific
EMEA

Segment Data

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

July 1,

 

 

June 30,

 

 

July 1,

 

(In millions)

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

362.5

 

 

$

532.0

 

 

$

731.1

 

 

$

1,018.9

 

Services

 

 

59.0

 

 

 

76.7

 

 

 

123.7

 

 

 

154.0

 

Total segment revenues

 

$

421.5

 

 

$

608.7

 

 

$

854.8

 

 

$

1,172.9

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

51.4

 

 

$

90.9

 

 

$

104.9

 

 

$

178.3

 

Services

 

 

16.7

 

 

 

27.5

 

 

 

36.2

 

 

 

53.9

 

Total segment gross margin

 

$

68.1

 

 

$

118.4

 

 

$

141.1

 

 

$

232.2

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

10.8

 

 

$

(14.4

)

 

$

19.5

 

 

$

23.3

 

Services

 

 

1.8

 

 

 

8.9

 

 

 

5.5

 

 

 

17.0

 

Total segment income (loss) from operations

 

$

12.6

 

 

$

(5.5

)

 

$

25.0

 

 

$

40.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 30,

 

(In millions)

 

 

 

 

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

 

 

 

 

 

$

1,550.9

 

 

$

1,650.2

 

Services

 

 

 

 

 

 

 

 

292.8

 

 

 

310.7

 

Total segment assets

 

 

 

 

 

 

 

$

1,843.7

 

 

$

1,960.9

 
v3.23.2
Organization and Significant Accounting Policies - Additional Information (Detail)
shares in Millions
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Segment
Customer
shares
Dec. 30, 2022
shares
Concentration Risk [Line Items]    
Number Of Operating Segments 3  
Common stock, shares outstanding | shares 44.8 45.2
Number of reportable segments 2  
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] | Accounts Receivable [Member] | Lam Research Corporation, Applied Materials, Inc. [Member]    
Concentration Risk [Line Items]    
Concentration percentage 30.70% 38.50%
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  
v3.23.2
Organization and Significant Accounting Policies - Customers as Percentage of Total Revenues (Detail) - Sales [Member] - Customer Concentration Risk [Member]
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Lam Research Corporation [Member]        
Concentration Risk [Line Items]        
Total 33.80% 41.00% 35.20% 39.10%
Applied Materials, Inc. [Member]        
Concentration Risk [Line Items]        
Total 23.20% 22.70% 21.50% 22.90%
Total Customer        
Concentration Risk [Line Items]        
Total 57.00% 63.70% 56.70% 62.00%
v3.23.2
Business Combinations - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Business Acquisition [Line Items]        
Other income (expense), net $ (1.5) $ (0.3) $ 1.3 $ (0.4)
v3.23.2
Business Combinations - Summary of Preliminary Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interest at Date of Acquisition (Detail) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 30, 2022
Business Acquisition [Line Items]    
Goodwill $ 248.8 $ 248.8
v3.23.2
Business Divestiture - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2023
Sep. 30, 2022
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Dec. 30, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Net losss on divestitures $ 0.0 $ 20.8 $ 56.6 $ 0.0 $ 56.6 $ 77.4
Goodwill [Member]            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Net losss on divestitures           19.7
Intangible Assets [Member]            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Net losss on divestitures           27.8
Net Assets [Member]            
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]            
Net losss on divestitures           $ 29.9
v3.23.2
Balance Sheet Information - Summary of Inventories (Detail) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 30, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 203.6 $ 230.4
Work in process 112.0 142.3
Finished goods 83.2 71.2
Total $ 398.8 $ 443.9
v3.23.2
Balance Sheet Information - Property, Plant and Equipment, Net (Detail) - USD ($)
$ in Millions
 6 Months Ended
Jun. 30, 2023
Dec. 30, 2022
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements net excluding construction in progress $ 398.4 $ 368.8
Accumulated depreciation (162.5) (146.0)
Construction in progress 70.6 56.8
Total $ 306.5 279.6
Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 3 years  
Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 50 years  
Land [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 2.9 3.0
Buildings [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 57.0 58.6
Property, plant and equipment, useful life 50 years  
Leasehold Improvements [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 86.0 81.3
Machinery and Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 172.0 152.5
Machinery and Equipment [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 5 years  
Machinery and Equipment [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 10 years  
Computer Equipment and Software [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 75.0 68.3
Computer Equipment and Software [Member] | Minimum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 3 years  
Computer Equipment and Software [Member] | Maximum [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, useful life 10 years  
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Equipment and leasehold improvements, gross $ 5.5 $ 5.1
Property, plant and equipment, useful life 5 years  
v3.23.2
Fair Value - Additional Information (Details)
$ in Millions
Jun. 30, 2023
USD ($)
Fair Value Disclosures [Abstract]  
Aggregate pension benefit obligations $ 9.8
Fair value of benefit plan assets 9.7
Underfunded pension benefit $ 0.1
v3.23.2
Fair Value - Schedule of Fair Value, Assets and Liabilities Measured (Details) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 30, 2022
Forward Contracts [Member]    
Other assets:    
Assets measured at fair value $ 0.9 $ 0.3
Plan Assets [Member]    
Other assets:    
Assets measured at fair value 1.4 2.2
Pension Obligation [Member]    
Other liabilities:    
Liabilities measured at fair value 1.5 1.6
Significant Other Observable Inputs (Level 2) [Member] | Forward Contracts [Member]    
Other assets:    
Assets measured at fair value 0.9 0.3
Significant Unobservable Inputs (Level 3) [Member] | Plan Assets [Member]    
Other assets:    
Assets measured at fair value 1.4 2.2
Significant Unobservable Inputs (Level 3) [Member] | Pension Obligation [Member]    
Other liabilities:    
Liabilities measured at fair value $ 1.5 $ 1.6
v3.23.2
Fair Value - Summary of Qualitative Information About Pension obligation Fair Value Measurements (Details) - Fair Value Level 3 [Member] - Pension Obligation [Member]
$ in Millions
Jun. 30, 2023
USD ($)
Defined Benefit Plan Disclosure [Line Items]  
Contingent consideration $ 0.1
Discount Rate [Member] | Maximum [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Range/Multiple 5.2
Discount Rate [Member] | Minimum [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Range/Multiple 4.7
Rate on Return [Member] | Maximum [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Range/Multiple 4.9
Rate on Return [Member] | Minimum [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Range/Multiple 4.7
Salary Increase Rate [Member] | Maximum [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Range/Multiple 3.0
Salary Increase Rate [Member] | Minimum [Member]  
Defined Benefit Plan Disclosure [Line Items]  
Range/Multiple 2.0
v3.23.2
Fair Value - Summary of the Level 3 Activity - (Details) - Fair Value Level 3 [Member]
$ in Millions
 6 Months Ended
Jun. 30, 2023
USD ($)
Plan Assets [Member]  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Beginning balance $ 2.2
Benefits, payments and other adjustments (0.8)
Ending balance 1.4
Pension Obligation [Member]  
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]  
Beginning balance (1.6)
Benefits, payments and other adjustments 0.1
Ending balance $ (1.5)
v3.23.2
Goodwill and Intangible Assets - Details of Goodwill (Detail) - USD ($)
$ in Millions
Jun. 30, 2023
Dec. 30, 2022
Goodwill [Line Items]    
Goodwill $ 248.8 $ 248.8
Products [Member]    
Goodwill [Line Items]    
Goodwill 175.3  
Service [Member]    
Goodwill [Line Items]    
Goodwill $ 73.5  
v3.23.2
Goodwill and Intangible Assets - Purchased Intangible Assets (Detail) - USD ($)
$ in Millions
 6 Months Ended
Jun. 30, 2023
Dec. 30, 2022
Finite Lived Intangible Assets [Line Items]    
Definite lives intangible assets, gross carrying amount $ 324.0 $ 324.0
Definite lives intangible assets, accumulated amortization (147.5) (136.1)
Total 167.5  
Intangible Assets, net carrying value 176.5 187.9
Customer Relationships [Member]    
Finite Lived Intangible Assets [Line Items]    
Definite lives intangible assets, gross carrying amount 172.0 172.0
Definite lives intangible assets, accumulated amortization (89.3) (81.8)
Total $ 82.7 90.2
Customer Relationships [Member] | Minimum [Member]    
Finite Lived Intangible Assets [Line Items]    
Total purchased intangible assets, useful life 6 years  
Customer Relationships [Member] | Maximum [Member]    
Finite Lived Intangible Assets [Line Items]    
Total purchased intangible assets, useful life 10 years  
Trade Names [Member]    
Finite Lived Intangible Assets [Line Items]    
Definite lives intangible assets, gross carrying amount $ 32.5 32.5
Definite lives intangible assets, accumulated amortization (21.5) (20.9)
Total $ 11.0 11.6
Trade Names [Member] | Minimum [Member]    
Finite Lived Intangible Assets [Line Items]    
Total purchased intangible assets, useful life 4 years  
Trade Names [Member] | Maximum [Member]    
Finite Lived Intangible Assets [Line Items]    
Total purchased intangible assets, useful life 6 years  
IP Know-how [Member]    
Finite Lived Intangible Assets [Line Items]    
Definite lives intangible assets, gross carrying amount $ 37.7 37.7
Definite lives intangible assets, accumulated amortization (16.9) (15.7)
Total $ 20.8 22.0
IP Know-how [Member] | Minimum [Member]    
Finite Lived Intangible Assets [Line Items]    
Total purchased intangible assets, useful life 7 years  
IP Know-how [Member] | Maximum [Member]    
Finite Lived Intangible Assets [Line Items]    
Total purchased intangible assets, useful life 15 years  
Recipes [Member]    
Finite Lived Intangible Assets [Line Items]    
Total purchased intangible assets, useful life 20 years  
Definite lives intangible assets, gross carrying amount $ 73.2 73.2
Definite lives intangible assets, accumulated amortization (17.7) (15.8)
Total $ 55.5 57.4
Standard Operating Procedures [Member]    
Finite Lived Intangible Assets [Line Items]    
Total purchased intangible assets, useful life 20 years  
Definite lives intangible assets, gross carrying amount $ 8.6 8.6
Definite lives intangible assets, accumulated amortization (2.1) (1.9)
Total $ 6.5 $ 6.7
v3.23.2
Goodwill and Intangible Assets - Purchased Intangible Assets (Parenthetical) (Detail)
$ in Millions
 6 Months Ended
Jun. 30, 2023
USD ($)
UCT Tradename [Member]  
Finite Lived Intangible Assets [Line Items]  
Indefinite lived intangible assets acquired $ 9.0
v3.23.2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization of intangible assets $ 5.5 $ 7.7 $ 11.4 $ 15.7
v3.23.2
Goodwill and Intangible Assets - Future Estimated Amortization Expense (Detail)
$ in Millions
Jun. 30, 2023
USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]  
2023 (remaining in year) $ 11.1
2024 21.9
2025 19.9
2026 19.0
2027 18.7
Thereafter 76.9
Total $ 167.5
v3.23.2
Borrowing Arrangements - Additional Information (Detail)
€ in Millions, $ in Millions
 1 Months Ended 6 Months Ended
Apr. 01, 2022
Sep. 24, 2021
Mar. 31, 2021
USD ($)
Mar. 31, 2021
USD ($)
Aug. 31, 2018
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2023
EUR (€)
Aug. 19, 2022
USD ($)
Bank Debt [Member]                
Debt Instrument [Line Items]                
Unamortized debt issuance costs           $ 8.2    
Total bank debt           $ 484.9    
Minimum [Member]                
Debt Instrument [Line Items]                
Fixed charge coverage ratio           1.00%    
Consolidated leverage ratio           1.00%    
Maximum [Member]                
Debt Instrument [Line Items]                
Fixed charge coverage ratio           1.25%    
Consolidated leverage ratio           3.75%    
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member]                
Debt Instrument [Line Items]                
Cash borrowed for acquisition and refinancing       $ 272.8        
Outstanding term loan     $ 355.0 $ 355.0   $ 487.1    
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. The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625% of the outstanding principal balance as of March 31, 2021, with the remaining principal paid upon maturity    
Description of interest rate term           Under the Credit Facilities, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Eurodollar Rate” (as defined in the Credit Agreement), based on SOFR, plus the applicable margin. The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB- (with a stable outlook) or higher from S&P, (x) 3.50% for such Eurodollar term loans and (y) 2.50% for such ABR term loans or (ii) at all other times, (x) 3.75% for such Eurodollar term loans and (y) 2.75% for such ABR term loans. Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Eurodollar term loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period. 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.    
Unamortized debt issuance costs           $ 8.2    
Term Loan Credit Facility [Member] | Barclays Bank PLC [Member] | London Interbank Offered Rate (LIBOR) [Member]                
Debt Instrument [Line Items]                
Debt instrument variable interest rate           8.90%    
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%              
Revolving Credit Facility [Member]                
Debt Instrument [Line Items]                
Outstanding amount under credit facility           $ 3.8    
Remaining available commitments           146.2    
Revolving Credit Facility [Member] | Bank Debt [Member]                
Debt Instrument [Line Items]                
Initial available commitment           7.6    
Remaining available commitments           7.6    
Revolving Credit Facility [Member] | Czech Republic [Member] | Bank Debt [Member]                
Debt Instrument [Line Items]                
Initial available commitment | €             € 7.0  
Remaining available commitments           12.5    
Revolving Credit Facility [Member] | United States [Member] | Bank Debt [Member]                
Debt Instrument [Line Items]                
Remaining available commitments           146.2    
Revolving Credit Facility [Member] | Barclays Bank PLC [Member]                
Debt Instrument [Line Items]                
Initial available commitment         $ 150.0      
Maturity date         Feb. 27, 2025      
Commitment fee percentage         0.25%      
Remaining available commitments               $ 150.0
Letter of Credit Facility [Member] | Barclays Bank PLC [Member]                
Debt Instrument [Line Items]                
Initial available commitment         $ 65.0      
Maturity date         Feb. 27, 2025      
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           3.8    
Remaining available commitments           61.2    
Fluid Solutions [Member]                
Debt Instrument [Line Items]                
Initial available commitment           18.5    
Outstanding debt           $ 6.0    
Fluid Solutions [Member] | Minimum [Member]                
Debt Instrument [Line Items]                
Long-Term Debt,Percentage Bearing Fixed Interest,Percentage Rate           7.30% 7.30%  
Fluid Solutions [Member] | Maximum [Member]                
Debt Instrument [Line Items]                
Long-Term Debt,Percentage Bearing Fixed Interest,Percentage Rate           8.20% 8.20%  
v3.23.2
Income Tax - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Income Taxes [Line Items]        
Effective tax rate 8300.00% (66.90%) 295.00% 65.50%
Income tax provision $ 8.3 $ 8.7 $ 11.8 $ 17.3
Gross liability for unrecognized tax benefits, excluding interest $ 2.7 $ 1.7 $ 2.7 $ 1.7
v3.23.2
Retirement Plans - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Defined Contribution Plan Disclosure [Line Items]        
Benefit obligations $ 9.8   $ 9.8  
Fair value of benefit plan assets 9.7   9.7  
Unfunded balance of benefit plan 0.1   0.1  
Amounts recognized in accumulated other comprehensive income   $ 0.0   $ 0.0
Amounts recognized in accumulated other comprehensive income 0.4   $ 0.2  
Contribution from salary     25.00%  
Matching contribution of participation salary     50.00%  
Subsidiaries contributed 0.1   $ 0.1  
Discretionary employer contributions $ 0.8 $ 0.7 $ 1.6 $ 1.6
Maximum [Member]        
Defined Contribution Plan Disclosure [Line Items]        
Matching contribution of eligible earnings     6.00%  
v3.23.2
Retirement Plans - Schedule of Future Payment Obligations (Details)
$ in Millions
Jun. 30, 2023
USD ($)
Retirement Benefits [Abstract]  
2023 $ 0.0
2024 1.0
2025 2.0
2026 1.0
2027 1.1
Thereafter 5.4
Total $ 10.5
v3.23.2
Commitments and Contingencies - Additional Information (Detail)
$ in Millions
Jun. 30, 2023
USD ($)
Inventories [Member]  
Long Term Purchase Commitment [Line Items]  
Purchase commitments $ 523.4
v3.23.2
Stockholders' Equity and Noncontrolling Interests - Additional Information (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Oct. 20, 2022
Aug. 27, 2018
Business Acquisition [Line Items]        
Repurchase of shares, Value $ 9.5 $ 23.7    
Cinos Co Ltd [Member]        
Business Acquisition [Line Items]        
Percentage of value used for fair value of non-controlling interest estimates       100.00%
Share Repurchase Program [Member]        
Business Acquisition [Line Items]        
Repurchase of shares, Value $ 9.5 $ 23.7    
Common Stock [Member]        
Business Acquisition [Line Items]        
Stock Repurchase Program Authorized Amount     $ 150.0  
Number of shares repurchased 300,000 800,000    
Treasury Shares [Member]        
Business Acquisition [Line Items]        
Number of shares repurchased (300,000) (800,000)    
Repurchase of shares, Value $ 9.5 $ 23.7    
Treasury Shares [Member] | Share Repurchase Program [Member]        
Business Acquisition [Line Items]        
Number of shares repurchased   1.1    
v3.23.2
Employee Stock Plans - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jun. 30, 2023
Jul. 01, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unrecognized compensation cost $ 29.8   $ 29.8 $ 29.8  
Estimated period of options amortization     2 years 2 months 26 days    
Employee Stock Purchase Plan [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Employee common stock fair market value rate     85.00%    
Number of shares of common stock issued under ESPP 0 24,400 0   24,400
Stock based compensation expense $ 0.1 $ 0.3 $ 0.1   $ 0.3
Restricted Stock Units [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted stock units 500,000 400,000 600,000   500,000
Weighted average fair value, granted $ 28.29 $ 31.93 $ 28.31   $ 33.49
Restricted Stock Units [Member] | Employees [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Shares vesting period, years       3 years  
Unit purchase price of Restricted Stock Units       $ 0.0  
Performance Stock Units [Member]          
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%)    
Granted stock units 145,000.0 98,000.0 145,000.0   98,000.0
Restricted Stock Awards [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Granted stock units 37,000.0 25,900 37,000.0   25,900
Restricted Stock Awards [Member] | Non-Employee Directors [Member]          
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]          
Unamortized expense of company's unvested restricted stock awards $ 0.9   $ 0.9 $ 0.9  
v3.23.2
Employee Stock Plans - Stock-Based Compensation Expense Included in Condensed Consolidated Statements of Operations (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Stock-based compensation $ 1.0 $ 4.5 $ 4.7 $ 10.1
Cost of Revenues [Member]        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Stock-based compensation [1] 0.3 0.5 0.6 1.0
Research and Development [Member]        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Stock-based compensation 0.1 0.1 0.1 0.2
Sales and Marketing [Member]        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Stock-based compensation 0.3 0.3 0.7 0.6
General and Administrative [Member]        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Stock-based compensation $ 0.3 $ 3.6 $ 3.3 $ 8.3
[1] Stock-based compensation expense capitalized in inventory for the three and six months ended June 30, 2023 and July 1, 2022 were immaterial.
v3.23.2
Employee Stock Plans - Summary of Restricted Stock Unit, Performance Stock Units and Restricted Stock Award Activity (Detail) - Restricted Stock Unit, Performance Stock Units and Restricted Stock Award [Member]
shares in Millions, $ in Millions
 6 Months Ended
Jun. 30, 2023
USD ($)
shares
Dec. 30, 2022
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested RSUs, PSUs and RSAs, Number of Shares, Beginning balance 1.1  
Granted, Number of Shares 0.8  
Vested, Number of Shares (0.5)  
Forfeited, Number of Shares 0.0  
Unvested RSUs, PSUs and RSAs, Number of Shares, Ending balance 1.4  
Vested and expected to vest RSUs, PSUs and RSAs,Numbers of Shares 1.4  
Unvested RSUs, PSUs and RSAs, Aggregate Intrinsic Value | $ $ 52.4 $ 37.6
Vested and expected to vest RSUs, PSUs and RSAs, Aggregate Intrinsic Value | $ $ 52.4  
v3.23.2
Revenue Recognition - Additional Information (Detail) - USD ($)
$ in Millions
 6 Months Ended
Jun. 30, 2023
Dec. 30, 2022
Accounts Receivable [Member]    
Concentration Risk [Line Items]    
Unpaid customer rebates $ 3.2 $ 3.8
Maximum [Member]    
Concentration Risk [Line Items]    
Product warranty period (in years) 2 years  
v3.23.2
Revenue Recognition - Summary of Revenue by Geographic Area (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues $ 421.5 $ 608.7 $ 854.8 $ 1,172.9
Singapore [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues 138.9 237.0 291.1 447.5
United States [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues 134.1 193.2 267.9 374.6
Austria [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues 31.3 28.7 61.8 57.1
South Korea [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues 22.7 45.4 50.0 87.0
China [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues 30.9 27.8 54.1 56.4
Taiwan [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues 21.6 28.8 40.5 49.5
Israel [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues 4.2 1.6 9.3 8.3
Malaysia [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues 4.5 10.6 7.3 25.0
Other [Member]        
Revenues From External Customers And Long Lived Assets [Line Items]        
Revenues $ 33.3 $ 35.6 $ 72.8 $ 67.5
v3.23.2
Leases - Summary of Components of Lease Expense (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Leases [Abstract]        
Operating lease cost $ 6.4 $ 5.9 $ 12.4 $ 11.0
Short-term lease cost 1.2 0.3 1.7 1.0
Sublease income (0.1) 0.0 (0.2) 0.0
Total lease cost 7.5 6.2 13.9 12.0
Operating cash flows used in operating leases $ 6.3 $ 5.9 $ 12.0 $ 11.1
Weighted-average remaining lease term – operating leases 9 years 4 months 24 days 3 years 4 months 24 days 9 years 4 months 24 days 3 years 4 months 24 days
Weighted-average discount rate – operating leases 6.10% 4.80% 6.10% 4.80%
v3.23.2
Leases - Summary of Future Minimum Payments under Operating Leases (Detail)
$ in Millions
Jun. 30, 2023
USD ($)
Leases [Abstract]  
2023 (remaining in year) $ 13.0
2024 23.1
2025 19.5
2026 16.0
2027 15.8
Thereafter 92.6
Total minimum lease payments 180.0
Less: imputed interest (47.9)
Lease liability $ 132.1
v3.23.2
Net Income Per Share - Basic and Diluted Net Income Per Share (Detail) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Numerator:        
Net income (loss) attributable to UCT $ (9.4) $ (25.1) $ (12.8) $ 2.8
Shares used in computation — basic:        
Weighted average common shares outstanding 44.7 45.2 44.8 45.1
Shares used in computation — diluted:        
Weighted average common shares outstanding 44.7 45.2 44.8 45.1
Dilutive effect of common shares outstanding subject to repurchase 0 0 0 0.6
Shares used in computing diluted net income (loss) per share 44.7 45.2 44.8 45.7
Net income (loss) per share attributable to UCT - basic $ (0.21) $ (0.56) $ (0.29) $ 0.06
Net income (loss) per share attributable to UCT - diluted $ (0.21) $ (0.56) $ (0.29) $ 0.06
v3.23.2
Reportable Segments - Additional Information (Detail)
$ in Millions
 6 Months Ended
Jun. 30, 2023
USD ($)
Segment
Dec. 30, 2022
USD ($)
Segment Reporting Information [Line Items]    
Number Of Operating Segments | Segment 3  
Number of reportable segments | Segment 2  
Asia Pacific [Member]    
Segment Reporting Information [Line Items]    
Net long-lived assets | $ $ 128.7 $ 129.1
EMEA [Member]    
Segment Reporting Information [Line Items]    
Net long-lived assets | $ $ 81.4 $ 76.2
v3.23.2
Reportable Segments - Summary of Segment Description (Detail)
 6 Months Ended
Jun. 30, 2023
Products [Member]  
Segment Reporting Information [Line Items]  
Product or Services AssemblyWeldmentsMachiningFabrication
Primary Markets Served Semiconductor
Geographic Areas AmericasAsia PacificEMEA
Service [Member]  
Segment Reporting Information [Line Items]  
Product or Services Cleaning Coating Analytics
Primary Markets Served Semiconductor
Geographic Areas AmericasAsia PacificEMEA
v3.23.2
Reportable Segments - Summary of Segment Data (Detail) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jul. 01, 2022
Jun. 30, 2023
Jul. 01, 2022
Dec. 30, 2022
Revenues:          
Total segment revenues $ 421.5 $ 608.7 $ 854.8 $ 1,172.9  
Gross profit:          
Total segment gross profit 68.1 118.4 141.1 232.2  
Operating profit:          
Total segment operating profit 12.6 (5.5) 25.0 40.3  
ASSETS          
Total segment assets 1,843.7   1,843.7   $ 1,960.9
Products [Member]          
Revenues:          
Total segment revenues 362.5 532.0 731.1 1,018.9  
Gross profit:          
Total segment gross profit 51.4 90.9 104.9 178.3  
Operating profit:          
Total segment operating profit 10.8 (14.4) 19.5 23.3  
ASSETS          
Total segment assets 1,550.9   1,550.9   1,650.2
Service [Member]          
Revenues:          
Total segment revenues 59.0 76.7 123.7 154.0  
Gross profit:          
Total segment gross profit 16.7 27.5 36.2 53.9  
Operating profit:          
Total segment operating profit 1.8 $ 8.9 5.5 $ 17.0  
ASSETS          
Total segment assets $ 292.8   $ 292.8   $ 310.7