Committed to professional custom CNC machined parts & precision machining services

ultra clean holdings, inc. (uctt)

by:Mingquan Machinery     2019-11-30
☒Annual Report submitted under Section 13 or 15 (d)
1934 Securities Trading Act☐Transition reports submitted under sections 13 or 15 (d)
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☐☐☐☒Business Risk factors address the security disclosure market for employees\' reviews of property legal procedures registrant common stock, related shareholder matters and issuer\'s purchase of equity securities selection merger financial data management company discussion and analysis of financial status and operational results quantitative and qualitative disclosure of financial statements and supplementary data on market risks accounting and other information of financial disclosure controls and procedures registrants directors and executive officers certain beneficial owners and management and related shareholders securities ownership, related transactions and directors independent chief accountant fees and services annex, finance 10-
Summarize this Annual Report on Form 10
K contains forward-
Statement in the sense of the Private Securities Litigation Reform Act of 1995.
Words such as \"expectation\", \"goal\", \"project\", \"intention\", \"plan\", \"believe\", \"seek, A variation of words such as \"estimate\", \"continue\", \"possible\", \"will continue\", \"possible result\", and similar expressions are intended to identify such a forward direction
Look at the statement, but not having these words does not necessarily mean that the statement does not move forwardlooking. These forward-
Forward-looking statements include, but are not limited to, the following statements: projections of our financial performance, expected growth and trends in our business, levels of capital expenditure, and whether our capital resources are sufficient to fund operations and growth, whether we have the ability to compete effectively with our competitors, we protect intellectual property, future acquisitions, customer needs, manufacturing and procurement processes, employee affairs, supplier relationships, strategies and capabilities for foreign operations (
Including our business in China and Singapore)
Legal and regulatory background (
Including environmental regulations)
Our exposure to market risk and other descriptions of future events or situations described in this annual report.
What readers need to pay attention to is that these
Forward-looking statements are only predictions and are affected by unpredictable risks, uncertainties and assumptions, including the risks, uncertainties and assumptions identified below under the \"risk factors\" and elsewhere here.
Therefore, the actual results may differ materially and adversely from the results expressed in any forwarding
Look at the report.
We have no obligation to modify or update any forwarding-
Looking for a statement for any reason, unless required by law. Item1.
We ship most of our products to the United States. S.
Registered customers with locations within and outside the United StatesS.
Except for the United StatesS.
Manufacturing, we produce products in factories in Asia to support local and USS.
Customer based.
We mainly carry out operational activities through wholly owned subsidiaries, Super net technology systems and service companies.
Institute of Technology, super clean Micro
Electronic equipment (Shanghai)Co. , Ltd.
Super net Asia Pacific, Private Limited
Marchiand Miconex.
Our international sales representative6%,48. 0% and34.
5% of sales for the fiscal year were 2016 and 2015, respectively.
For more information on our geographic area, see note 11 to the notes to consolidated financial statements.
Vertical integration solution for complex and highly configurable systems.
We supply our original equipment manufacturing (OEM)
Customers provide a wide range of outsourcing solutions for the development, design, component procurement, prototyping, engineering, manufacturing and testing of advanced systems.
Through highly specialized engineering, global supply chain management, we leverage our processing, sheet metal and frame manufacturing capabilities, and assembly capabilities to produce high-performance products tailored to the needs of our customers and their respective end users.
We minimize the total number of suppliers and manage our global supply chain logistics to reduce the inventory levels that customers would otherwise need to manage.
Subsystem manufacturing.
Our experience in semiconductor equipment manufacturing enables us to evolve from the main supply gas delivery module to a leading developer and supplier of other key modules and subsystems.
These components include chemical and fluid delivery modules, wafer transfer, and process modules. Improved designto-
Delivery cycle.
We build strong relationships with our customers, are familiar with their product needs, and the changing needs of their customer base, which helps us reduce their design --to-
Delivery cycle.
We seek to optimize supply chain management, design and manufacturing coordination and control to respond quickly to order requests, enabling us to reduce design-to-
Delivery cycle time for our customers.
As our engineers work closely with the engineers of our customers to understand the manufacturing, assembly and testing of their products, we can often improve their manufacturing design to improve their cost, quality and
Neutral design and manufacturing of components.
We do not manufacture components selected according to the specifications issued by the manufacturer, such as mass flow controllers and valves.
Our component neutrality allows us to recommend components based on technology, performance, and cost, and to optimize the overall design of our customers based on these criteria.
In addition, our neutral approach enables us to maintain close relationships with a wide range of component suppliers.
Component test function.
We use our technical expertise to test and describe key components and subsystems.
We have invested heavily in advanced analytical and automated testing equipment, enabling us to test and identify key components.
We can perform diagnostic testing, design validation, and fault analysis for our customers and suppliers.
Our analytical and testing capabilities for supplier components provide our customers with the ability to recommend a variety of suitable components and design choices for their products.
Strengthen integration with OEMs through local business.
Our local business is very close to the facilities of most OEM customers, which enables us to maintain close integration with their design, development and implementation teams.
This level of integration allows us to respond quickly and efficiently to changes and requests from our customers.
Precision processing capabilities.
We manufacture high quality, precision machined parts using equipment that can effectively provide complex parts with strict tolerances.
Our diverse precision manufacturing equipment enables us to manufacture a wide range of mechanical parts using a variety of materials from rare metals to high-purity plastics.
Our manufacturing capabilities include horizontal and vertical milling, welding, and connectivity.
We have and operate advanced processing and manufacturing systems in multiple US factories. S.
Europe and Asia.
Precision frame manufacturing.
We design and manufacture various pipe or sheet metal frames of regular size in strict standards to meet or exceed the needs of our customers.
Using more than 25 years of experience in complex frame manufacturing, we offer a cost competitive advantage in our vertical integration model.
Many of our customers need a powder coated frame, which we added to our Chandler Arizona frame manufacturing facility in 2016.
Precision sheet metal processing.
Our ability to provide customers with a wide range of sheet metal solutions enables us to support prototyping to mass production, from brackets to sheet metal frames, from structural to high quality cosmetic processing of the final product.
Our automation equipment and design capabilities enable us to develop accurate prototypes and final production products for our customers.
Custom thermal control.
Our acquisition of Marchi enables us to design and manufacture heaters, sensors and controllers for precise temperature control.
These products are complementary to our gas delivery system products.
Expand our market share with OEMs of semiconductor capital equipment.
We believe that outsourcing between OEMs creates important market opportunities for us to grow our business with existing and new customers.
We are confident that our customers will continue to outsource key subsystems and that we have the ability to capture a large part of these outsourcing opportunities.
We believe that we continue to focus on efficient manufacturing and design reduction-to-
The delivery cycle, quality and reliability will also allow us to gain market share.
Develop solutions that enable our customers to succeed on the latest 2x or 1x nano semiconductor processing nodes.
We are expanding the number and type of subsystems we offer in this advanced semiconductor market.
Take advantage of our geographical advantages in low-cost manufacturing areas.
Our production facilities in Shanghai, China enable us to produce in low-cost areas.
These facilities include assembly operations for precision machining parts and subsystems.
These facilities bring us very close to the manufacturing facilities of existing and potential customers and their end users.
In Singapore, we have a purchasing office and strong manufacturing capabilities.
Similar processes and procedures are used in our production facilities, enabling us to respond quickly to changes in customer needs.
Drive profitable growth with a flexible cost structure.
We implement cost control and capacity enhancement programs throughout the semiconductor capital equipment demand cycle and benefit from the global presence and efficiency of our supply chain.
In addition, we believe that our facilities in Shanghai and Singapore enable us to respond effectively to future business needs.
We adopt a core engineering strategy with flexible partnerships to increase our staff in the cycle of the semiconductor industry.
Strategic acquisitions continue to be conducted selectively.
We will continue to consider strategic acquisitions, which will enable us to expand our geographical position, ensure the safety of new customers, and diversify to complementary products and markets, and expand our market in which we serve
Strengthening vertical integration.
We continue to invest in operations to achieve our customer delivery goals.
We have expanded the welding business in several of our manufacturing plants, developing/built-in-
Powder coating capability and new processing tools have been purchased.
In addition to organic growth, we continue to manage/promote key strategic partnerships that effectively meet production needs.
Chemical Transport Module: the chemical transport module delivers gas and reactive chemicals in the form of liquid or gas from the centralized subsystem to the reaction chamber.
The module can be a gas delivery system combined with a liquid and steam pioneer delivery system, or a liquid delivery system combined with a liquid storage system.
Frame Assembly: frame assembly is a support structure made of steel pipe or folded metal plate and forms the backbone of all other assembly connections.
The complexity of the frame includes powder coating, pneumatic wiring harness, and cables that connect other key subsystems together.
Gas delivery system: a typical OEM gas delivery system consists of one or more gas lines, these gas lines are made of small diameter internal polished stainless steel pipes, filters, mass flow controllers, regulators, pressure sensors and valves, component heaters, and integrated electronic and/or pneumatic control systems.
These systems are installed on pallets and are usually encapsulated in sheet metal packages.
Our gas delivery system design was developed in collaboration with our customers and customized to the specific processing requirements of the original equipment manufacturer.
Our customers can specify components of a specific brand that they want to incorporate into a particular system, or rely on our design expertise and component representation capabilities to help them select the right components for a particular system.
Fluid delivery system: a typical OEM liquid delivery system consists of one or more chemical delivery units, these units are integrated electronic and/or pneumatic control systems by small diameter, high purity PFA pipes, filters, flow controllers, regulators, components.
These units are usually included in the plastic housing and are further integrated into the frame.
Our liquid delivery system design was developed in collaboration with our customers and customized to the specific processing needs of the original equipment manufacturer.
Our customers can specify specific material and component brands that they want to incorporate into a particular system, or rely on our design expertise and component representation capabilities to help them select the right components for a particular system.
Precision robot: Use a precision robot system when precise control of motion is required.
Some systems using robotic systems are: semiconductor wafer and chip processing, lead connections, and industrial equipment.
Process module: process module refers to a larger subsystem of semiconductor manufacturing tools that process integrated circuits on wafers.
Process modules include frame components, top-
Plate assemblies, gas and chemical delivery modules, as well as Chambers and electronic, pneumatic and mechanical subsystems.
Other advanced components: other advanced components refer to large subsystems used in the semiconductor manufacturing, display, medical, energy, industrial and research industries.
Customers integrate into our products.
Our analytical and testing capabilities enable us to evaluate component technologies from multiple vendors and provide a wide range of suitable components and design options for our customers\' gas delivery systems and other key subsystems.
In January 2015, he served as chief executive officer and board member of the government\'s regulatory and environmental departments.
Before joining UCT, Mr.
Scholhamer holds various positions in Applied Materials
Recently, from February 2011 to January 2015, he served as vice president and general manager of the company in the global service department of equipment products group and display service group. Mr.
Scholhamer served as vice president and general manager of Display Business Group from December 2008 to February 2011, Vice President of Operations-
From July 2006 to December 2008, the energy of the environmental and display products department of the application materials companyMr.
Scholhamer held various positions in applied film from August 1997 to Juli 06, including COO, CTO and executive vice president, and vice president of operations, engineering and R & D.
In addition to managing the app movie sites in Germany and Taiwan,
Scholhamer served as vice president and general manager of the film coating department and film equipment department at the company\'s Colorado office from July 2000 to September 2004.
Before that, sir.
Scholhamer holds various operational and technical positions related to the design and manufacture of optical components in several companies, such as visible, UV and X-ray optics. Mr.
Scholhamer holds a bachelor\'s degree in Materials and Metallurgical Engineering from the University of Michigan.
She has served as our chief financial officer, senior vice president and secretary since July 2016. Ms.
Savagejoined joined the company in April 2009 as senior director of finance.
In July 2016, she served as Senior Vice President of Finance and Chief Accounting Officer.
Before joining UCT, Ms.
Creamer Systems Corporation is a manufacturer of testing equipment for the global semiconductor industry, serving as the company\'s chief financial officer and vice president of finance from February 2008 to February 2009, and director of internal audit from May 2006 to February 2008.
Before trusting the system, Ms.
Various accounting and finance positions at global business consulting and internal audit companies Protiviti and KLA
Tencor Corporation is a supplier of process control and yield management solutions for the semiconductor and related nano-electronics industries. Ms.
Savagealso also served as the business process risk accounting manager of Arthur Anderson LLP, a former accounting firm, from 1996 to October 1999. Ms.
Savageholds holds a bachelor\'s degree in Management Economics from the University of California, Davis.
Joined UCT in May 2016 as senior vice president of engineering. Mr.
Henderson has more than 25 years of high-tech engineering leadership experience and holds senior positions in R & D, process development and production management.
He has lifetime services in Seagate, Avaya, Modumetal and Grote Industries, responsible for the world\'s leading active product development and production ramp, manufacturing site transition and outsourcing partner management. Mr.
Henderson has an M. S.
Physics at the University of Minnesota.
Since January 2007, he has served as our senior vice president of global customer management and vice president of sales since October 2002. Ms.
Hayward served as our senior sales director from May 2001 to October 2002, sales director from February 1998 to May 2001, and major account manager from October 1995 to February 1998.
Prior to joining UCT in 1995, she served as customer service manager and account manager at Brooks instruments from 1985 to 1995.
He has been our Asia President since April 2017 and served as our senior vice president of Asia from November 2011 to March 2017.
Before joining UCT, Mr.
In 2008, Lev served as director and executive chairman of the board of directors of LTX
Creamer Corporation, supplier of automation testing equipment in the semiconductor industry. Mr.
From 2006 to 2008, Lev served as chief executive and president of Creamer Systems Corporation.
Before that, sir.
Lev has served as executive vice president and general manager of product and solution business at Cadence Design Systemsfrom 2000. Mr.
Lev has 30 years of business, R & D and operation management experience in microprocessor chip design, electronic design automation software, testing equipment and contract manufacturing industry. Mr.
Lev holds a bachelor\'s degree in electrical engineering from Israel Institute of Technology Technion and also graduated from the Rubin School of Music in Jerusalem.
Since February 2010, he has served as our senior vice president of global materials and supply chain management.
Before joining UCT, Mr.
Applied Materials Company.
Responsible for the plant in Tainan, Taiwan, which produces equipment in the solar, glass and display industries.
He holds additional senior management positions at Applied Materials
From 2000
From 1999 to 2000
Bergman is the director of Eaton\'s integrated supply chain management. Mr.
Aeroquip Bergman holds multiple positions-Vickers, Inc.
From 1995 to 1999, including vice president of global supply chain management at Vickers.
From 1977 to 1994, he held various positions in Macdonald Douglas, including vice president of operations at MacDonald Douglas helicopter, from 1990 to 1994. Mr.
Bingaman holds a bachelor\'s degree in accounting from the University of Missouri and a master\'s degree in management information systems from the University of Southern Illinois.
Joined UCT in February 2015 to acquire Marchi as President of Marchi.
He has been managing Marchi since October 2016 and has served as our senior vice president of Customer Business Management. Mr.
Williams served as president of March from April 2013 to 2015.
He served as vice president of new business development at UCT. Mr.
Williams served as senior vice president of business development and engineering at the American Institute in Taiwan from 2007 to 2013.
Before that, sir. Williams co-
From 1997 to 2004, the integrated mobility system was created and served as vice president of engineering and operations and director of engineering and operations.
He works at Watkins.
Johnson worked as a mechanical design engineer from 1997. Mr.
Williams holds a bachelor\'s degree in mechanical engineering from North Carolina State University.
David Speirshas has served as senior vice president of our North American business since 2010.
He has worked in the semiconductor capital equipment industry for more than 20 years.
Speirs has management experience in manufacturing, quality and operations. Mr.
Speirs joined UCT in 2006 to manage the manufacturing business of UCT Sieger Engineering, Inc. acquisition.
He played an important role in expanding UCT\'s new product introduction team to global organizations.
Prior to joining UCT, he was vice president of operations at MetaraInc. a start-
Manufacturing chemical metering equipment for the semiconductor industry.
1994 on 2004, he held several division-level management positions at Novellus Systems, Inc.
Manufacturing, quality of operation, and CVD/CVD operations are included. Mr.
Speirs holds SCOTEC degree in electrical engineering from Stowe Institute of Engineering.
He has served as our senior vice president of global human resources since 2016. Ms.
Sterling joined UCT in March 2013 as director of global human resources.
Before joining UCT, Ms.
From 2009 to 2013, Sterling was director of human resources for engineering and broadcasting operations at SiriusXM satellite broadcasting.
From 2007 to 2009, she worked at Hitachi Data Systems as an executive change management consultant for global IT redesign. Ms.
From 2005 to 2007, Sterling served as senior vice president, human resources, Wells Fargo consumer credit group.
From 2000 2005 Ms.
Sterling holds several senior director positions in HP\'s management HR website and staffing, compensation, benefits, training and development functions.
From 1999 to 2000, she served as a director of HR strategic planning at First Energy.
From 1994 to 1999, she worked as HR manager for the Midwest headquarters at HP Enterprise. Ms.
Sterling holds a bachelor\'s degree in business from the University of De Paul and a master\'s degree in organizational development from Loyola University.
He has served as our senior vice president of global quality since 2016. Mr.
Decol joined UCT in December 2014 as vice president of quality.
Prior to joining UCT, he worked at Lam Research Corporation for 12 years as a director in customer experience, company quality and service. Mr.
D\'Ercole NovellusSystems Works, Inc.
He served as director of global spare parts and company quality assurance from 1997 to 2002.
1992 on 1997, he was at LSA anode technology.
He was the founder and chief operating officer of the company. Mr.
Decol holds a bachelor\'s degree in chemical engineering from the University of California, Berkeley, and an MBA from the University of San Francisco. Item1A.
A large part of our sales rely on a small number of original equipment manufacturing customers and any adverse changes in our relationship with these customers, including the decision of these customers not to continue to outsource key subsystems to us, or give market share to our competitors, which will have a negative impact on the tourism business, the results of the operational and financial situation.
Our customers have also put a lot of bargaining leverage on us, which may require us to accept lower operating margins in order to retain or expand our market share with them, increase the risk of liability or change in our operations.
Our reliance on suppliers may prevent us from delivering acceptable products in a timely manner.
Mobilize our supply chain in order to maintain the supply of parts and raw materials;
Optimize the use of our design, engineering and manufacturing capabilities in a timely manner;
Deliver our products to customers in a timely manner;
Expand our manufacturing capacity if necessary;
Maintain the quality of our products while we increase production.
If we are unable to respond in a timely manner to the rapid growth in demand for our products, or are unable to effectively manage any corresponding expansion of our manufacturing capabilities, our customers may increase the purchase of goods from competitors, will adversely affect our business.
Optimize our inventory levels to reduce or cancel orders to suppliers without compromising our relationship with suppliers;
Reduce our variable costs by reducing our manufacturing workforce;
Continue to motivate our employees;
Maintain the price, quality and delivery cycle of our products to maintain the business of our customers.
Our customers ask our products to go through a long and expensive appraisal process.
If we fail to confirm any of our products with our customers successfully or delay, our operating results and financial position may be affected.
Affecting changes in social, political, regulatory and economic conditions or laws and policies, the president expressed concern about existing trade agreements, such as the North American Free Trade Agreement, which signed an executive order, announced that he plans to move the United States from
The Pacific Partnership is conducive to bilateral trade negotiations with member states and raises the possibility of imposing substantial tariffs on goods imported to the United States, including China, we have important business with our customers. Changes in U. S.
Governing social, political, regulatory and economic conditions or laws and policies in the United StatesS.
In countries where we or our customers operate, tax laws, foreign trade, manufacturing, and development and investment may adversely affect our operating results and operations.
Risks associated with the inability to perform the debt;
A portion of our cash flow may have to be used for interest and principal payments and may not be available for operations, working capital, capital expenditures, expansion, acquisition or general company or other purposes;
We have the ability to get additional financing in the future if needed.
Ensure the cost required for the appropriate IT system;
Ensure that the costs required to obtain sufficient manufacturing capacity are obtained;
Time and degree of expenditure to support product development work;
Time of launch of new products and improvement of existing products;
Integrate our acquisition into our business, including the costs required to integrate into our enterprise resource planning system;
Change manufacturing capabilities to meet new or increased customer needs;
Market acceptance of our products.
Due to the cyclical nature of our services or other industries, the demand and market acceptance of our products often lead to a decrease in sales during the industry downturn, and an increase in sales during the industry recovery or growth;
Overall economic situation;
Changes in the time and scale of customer orders;
As our customers make strategic decisions to terminate their outsourcing relationship with us or give our competitors market share, resulting in business losses for one or more important customers, or because the end customer\'s demand for our customer\'s products is reduced;
Strategic integration of customers;
Cancellation and postponement of previous orders;
Pricing pressure from competitors or customers, resulting in lower prices of our products, lower profit margins or loss of market share;
Interruption or delay in the manufacture of our products or in the supply of components or raw materials that are incorporated or used to manufacture our products, resulting in us delaying the shipment of our products;
Profit margins fell in a few or more quarters after the launch of the new product, especially when we introduced a new subsystem; delays in ramp-
In production facilities in China or Singapore, production increases, production is low or other problems are encountered;
Changes in designto-
Delivery cycle;
Can not quickly reduce costs with lower prices or reduced demand for products;
Changes in our sales portfolio; write-
Write off excess or obsolete inventory due to customer bankruptcy or bankruptcy; one-
Time expenses or expenses related to the failure of the acquisition negotiation or completion of the acquisition;
Unable to control operating costs consistent with the target level;
Our competitors announce new products, services or technological innovations, which may reduce the competitive power of our products;
Geographic combination of customer orders or global revenue.
Exchange rate fluctuations;
Political, civil and economic instability;
Tariffs and other barriers;
Time and availability of export licenses;
Due to the increased risk of disease outbreaks such as SARS and bird flu, the operations of US and our customers are disturbed;
Operating disruptions due to China\'s development of domestic infrastructure, including transportation and energy;
Difficulties in developing relations with local suppliers;
Difficulties in attracting new international customers;
Difficulties in collection of accounts receivable;
Difficulties in staffing and managing the business of distant international subsidiaries and branches;
The burden of compliance with foreign and international laws and treaties;
A legal system that may be improperly affected or corrupt;
Difficulties in transferring funds to other geographical locations;
And potentially adverse tax consequences, including restrictions on returning income to the United States.
The competition in the industry we participate in is fierce and developing rapidly. if we can\'t compete effectively, our business results will be damaged.
May be subject to production downtime, operational delays, other adverse effects on our operations or the ability to provide products and services to our customers, disclosure, theft, destruction or other protected information breaking data, security holes, other manipulation or improper use of our systems or networks, financial losses, business or potential losses and/or damage to our reputation caused by remedial actions, any of which may have a significant adverse effect on our business, financial situation, results of operations and cash flow.
Manage larger, more complex and Consolidated businesses, including those that integrate supply and distribution channels, computer and accounting systems;
The gross profit margin fell due to the acquisition of the same customer base, thus reducing the pricing leverage;
Integrate the capabilities of the acquired enterprise while continuing to focus on providing continuous high quality products;
Incorporate different financial and reporting controls, processes, systems and technologies into our existing business environment;
Unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the acquisition, we have no recourse under their respective agreements;
Due to the management\'s shift from the company\'s operations, there is a shortage of performance;
Cultural challenges related to the integration of employees of the acquired enterprise into our organization and the retention of employees of our acquired Enterprise;
Retention of customers and partners who acquire business;
Difficulties and/or difficulties related to customer transition to our existing business.
Our acquisition may also result in the occurrence of diluted issuance of our equity securities, debts, contingent liabilities or amortization expenses, impairment expenses and restructuring expenses, any of which may damage our financial position
In addition, the expected return or value of our acquisition or investment may not be realized.
Even if the acquisition or other investment is not completed, we may transfer a lot of management time, energy and financial costs when evaluating such acquisition or investment, which may adversely affect our operational results
In addition, due to the limited liquidity of the credit market and our existing leverage, financing of any such acquisition may be difficult to obtain, and the terms of such financing may not be favorable.
If we cannot keep up with the development of the industry we serve and the pace of technological innovation, our products may not be competitive.
Innovative design and performance
Enhance the functions that make our products different from those of our competitors;
Identify emerging technology trends in the industries we serve, including new standards for our products;
Identify and design new products accurately according to market demand;
Cooperate with original equipment manufacturers to design and develop products in a timely and low costEffective basis; ramp-
Produce new products in a timely manner, especially new subsystems, and obtain acceptable production at an acceptable cost;
Successfully manage the development production cycle;
And respond effectively to other people\'s technical changes or product announcements.
Defects in our products may damage our reputation, reduce market acceptance of our products, lead to accidental release of hazardous materials, resulting in potential costly litigation, liability or accidental warranty claims.
Causing delays in product introduction and delivery to us or our customers;
Increase and transfer of development resources;
Cause us to increase the cost due to the unavailability of inventory;
Design needs to be modified;
Responsibility resulting in the accidental release of hazardous materials or other damages to our or our client\'s property;
Based on our contract with the customer, make a claim for rework, replacement and/or damage and file a claim for compensation with the customer;
Reduce market acceptance or customer satisfaction of our products, which may lead to a decline in sales and product returns;
Or lead to lower yields for semiconductor manufacturers.
The challenge of employee retention has also increased in the integration process with the companies we acquired, because it is necessary to combine people from different business backgrounds and combine different corporate cultures and goals, several acquired employees, including senior management of the acquired company, have left our company.
The process of integrating operations and making such adjustments may result in the interruption or loss of motivation of the activities of one or more of our businesses and the loss of key personnel.
Uncertainty, lack of attention or loss of employees can also disrupt our business in the process of integration.
Our business is at risk of earthquakes, fires, power outages, floods and other catastrophic events and is disturbed by humans
Terrorism and so on created chaos.
There is a lot of volatility in our stock market.
Quarterly changes in our operating results;
Ability to successfully introduce new products and manage new product conversions;
Changes in income or income estimates or research reports issued by analysts;
Speculation in the press or in the investment community;
Strategic actions by us, our customers or our competitors, such as acquisitions or restructuring;
Announcements related to any of our major customers, important suppliers or the semiconductor manufacturing and capital equipment industry;
General market conditions;
The impact of war and terrorist attacks;
Domestic and international economic or political factors unrelated to our performance.
We do not intend to pay dividends to our common stock at the moment, so your ability to receive a return on investment will depend on the appreciation of the price of our common stock. Item1B. Item2.
The following table lists our properties as of March 14, 2018:1)Item3. Item4. PARTIIItem5. Item6.
Selected Consolidated Financial Data * Item 7.
Management\'s Discussion and Analysis of the financial position and results of the operation \"expectation\", \"belief\", \"estimate\", \"expectation\", \"intention\", \"possibility\", \"plan\",\" project \",\" will \",\" should \",\" can \",\" forecast \",\" potential \",\" continue \"and\" goal \", fiscal 2017 compared to the study and development expense confirmation provided by income tax for fiscal 2016, we entered into a legally binding arrangement with our clients;
Transfer of ownership to the customer, usually at the time of shipment;
The customer\'s payment is considered fixed or determinable, and there is no accident or significant uncertainty;
The collection is reasonably guaranteed.
In addition, the calculation of tax liabilities involves a significant judgment to estimate the impact of uncertainty in the application of complex tax laws.
Addressing these uncertainties in a way that is inconsistent with our expectations may have a significant impact on our operational results and our financial position.
We believe that we have reserved enough room for uncertain tax positions, but there is no guarantee that the final tax results for these matters will not be different from what we expected.
We adjust these reserves based on changing facts and circumstances, such as closing tax audits or refining estimates.
If the final tax result for these matters is different from the amount recorded, this difference will affect the income tax provisions for the period of making such a decision.
The income tax reserve includes the impact of the reserve and changes in the reserve that are deemed appropriate, as well as the associated net interest.
Significant changes in the way we use our acquired assets or our overall business strategy;
Significant negative changes in revenue for specific products or services;
Major negative impacts on industry or economic trends;
Our stock prices continue to fall sharply;
Holding assets for sale (1)
We believe that we have the funds we need, mainly to meet our working capital needs, to fulfill our debt obligations, to maintain our equipment and to purchase new capital equipment.
We have $68 in cash and cash equivalents as of 2017.
Compared with $52, 3 million.
5 million to 2016.
Our increase in cash positions during the 2017 period was mainly due to cash generated by operations, which is our main source of liquidity as of 2017.
From fiscal 2016 to fiscal 2017, the main drivers of cash increase in operating activities include increased net income and increased Accounts payable, increased Accrued expenses, income tax payable and other liabilities, deferred income tax and other non-current assets.
For the 12-month period ended December 30, 2016, our net cash for financing activities was primarily $14.
3 million the loan principal is offset by $6.
Cash proceeds from 7 million bank loans.
In 2017, we determine that part of the current year and future annual income of one of our Chinese subsidiaries may be remitted to a foreign subsidiary outside mainland China in the future, so, we provide the relevant withholding tax in the consolidated financial statements.
As of December 29, 2017, we have Undistributed income from foreign subsidiaries that invest indefinitely outside the United StatesS.
About $176. 7million.
If these revenues are to be distributed, it is not feasible to determine the income tax liabilities that may arise.
We expect that we have sufficient liquidity and capital resources and do not need to remit additional income back to the United States. S.
As of December 29, 2017, we had approximately $67 in cash.
8 million in our foreign subsidiaries.
Contractual obligations (1)(2)(3)
Mainly on behalf of the unfinished purchase order in our inventory. Item7A.
Miconex uses derivatives such as foreign exchange contracts to hedge against certain risks of foreign exchange rate fluctuations.
These contracts reduce the impact of currency exchange rate movements on Miconex assets and liabilities, but do not completely eliminate the impact. Item8.
Financial statements and supplementary data of consolidated balance sheets of independent certified public accountants for the year ended December 30, 2016, December 30, 2016 and December 25, 2015Loss)
Consolidated Statements of Shareholders\' equity for the year ended, December 30, 2016 and December 25, 2015, Consolidated Statements of Cash Flows For the year ended December 30, 2016 and December 25, 2015, December 30, 2016 and December 25, 2015 notes to consolidated financial statements of independent registered public accounting firms we are a public accounting firm registered with the Public Company Accounting Supervision Commission (United States)(“PCAOB”)
And required to remain independent in the company in accordance with U. S. regulationsS.
Federal securities laws and applicable rules and regulations of the Securities and Exchange Commission and PCAOB.
Definition and limitations of internal control of financial reporting super clean Holdings Limited
Super net Holdings Limited
Super net Holdings Limited
Super net Holdings Limited
Super net Holdings Limited
Super net Holdings Limited—
Super net Holdings Limited(
\"Company\" or \"UCT \")
Established in November 2002 to acquire ultra-clean technology Systems and Services Ltd.
Super net Technology Systems & Services Ltd.
Mitsubishi was founded in 1991 and operated as a subsidiary of Mitsubishi until it was acquired by UCT in November 2002.
UCT became a public company in March 2004.
Super net technology (Shanghai)Co. , Ltd (“UCTS”)
Super net Micro
Electronic equipment (Shanghai)Co. , Ltd. (“UCME”)
Established in 2005 and 2007 respectively to facilitate the operation of the company in China.
UCTS was incorporated into UCME in December 2015.
Super net Asia Pacific, Private Limited(Singapore)
The company was established in 2008 to facilitate the company\'s business in Singapore.
On July 2012, UCT acquired the United States Integrated Technology Co. , Ltd (“AIT”)
Increase the company\'s existing customer base in the semiconductor and medical fields and provide additional manufacturing capabilities.
UCT acquired Marchi thermal systems in February 2015. (“Marchi”)
Professional designers and manufacturers of heaters, thermocouple and temperature controllers.
Marchi offers flexible heating elements and thermal solutions to our customers.
The Company believes that heaters are becoming more and more important in the equipment design of state-of-the-art semiconductor nodes.
In July 2015, UCT acquired MICONEX s. r. o. (“Miconex”), a privately-
With an advanced supplier of plastic precision manufacturing, mainly in the semiconductor industry, it was initially expected that the supplier will expand the company\'s capabilities with existing customers. —
The consolidated financial statements of the company include the accounts of the company and its wholly-owned subsidiaries.
In the merger, all accounts and transactions between subsidiaries and companies were canceled.
The company uses 52-
The 53-week fiscal year ended on the latest Friday.
All references to the quarter refer to the fiscal quarter, and all references to the year refer to the fiscal year. —
The company has a foreign subsidiary whose functional currency is not local currency or US currencyS. dollar.
The company remeasures its monetary assets and liabilities as its functional currency.
These remeasured gains and losses are recorded in interest and other income (expense), net.
The company then converts the assets and liabilities of the subsidiary into the United StatesS. dollar.
The profit and loss of these translations are confirmed by the foreign currency translation included in the accumulated Other Consolidated income (AOCI)
Within the scope of shareholders\' equity.
For foreign subsidiaries of companies in the United StatesS.
The dollar is a functional currency, and any gains and losses arising from the translation of the assets and liabilities of these subsidiaries are recorded in interest and other income (expense), net. —
Submission of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amount of asset and liability reports, and the amount of income and expenses disclosed or contingent liabilities on the date of the financial statements and reported during the reporting period.
These estimates and assumptions include reserve for inventory, valuation of deferred tax assets and impairment of goodwill and other long termlived assets.
The company estimates and judges based on historical experience and various other assumptions that it considers reasonable in this case.
However, future events may change and the best estimates and judgments usually need to be adjusted.
The actual amount may be different from those estimates. —
The financial instruments that enable the company to withstand the concentration of credit risks mainly include cash and cash equivalents and accounts receivable.
The company mainly sells its products to semiconductor capital equipment manufacturers in the United States.
The company conducts a credit assessment of the customer\'s financial position and generally does not require collateral.
Important sales to customers
The most important customers of the company (
Accounting for more than 10% of sales)
Their related sales as a percentage of total sales in the first three years are as follows :-
The company measures its cash equivalents, interest rate derivative contracts and contingent gains-
Recurring liabilities at fair value.
Fair value is an exit price that represents the amount of assets sold or paid for debt transfers in an orderly transaction between market participants.
Fair value is therefore a market.
Measurements based on assumptions that market participants will use when pricing assets or liabilities.
Assets and Liabilities recorded at fair value are measured and classified according to the following three criteria
Divide the level of fair value based on the observable nature of inputs used in the market to measure fair value :-
The company recognizes derivatives as assets or liabilities in the accompanying consolidated balance sheet at fair value.
The company records changes in the fair value of derivative instruments as interest and other income in the accompanying consolidated operating statements (expense)
, Net, or as an integral part of the accompanying consolidated balance sheet AOCI. —
Inventory is represented at the lower limit of standard cost (
This is close to the actual cost of the first month. in, first-out basis)
Or net realizable value.
The Company evaluates the valuation of all inventory, including raw materials, workin-
Handle finished products and spare parts regularly.
Obsolete inventory or inventory that exceeds the management\'s estimated usage is written-
If it is lower than its cost and reduces its estimated market value, the cost of sales will be reduced.
Market value estimates are solid management estimates of economic trends, future product demand, and outdated technology for the company\'s products. —
The improvement of equipment and lease rights is stated by cost, or, if it is equipment under capital lease, the present value of future minimum lease payments at the beginning of the lease in question.
Depreciation and amortization are used straight-
An estimated useful life of an asset or a smaller item in the terms of the lease.
Useful Life spans from three to fifteen years. —
The direct cost of developing software for internal use is capitalized and amortized for an estimated service life of three or five years.
Costs associated with the design or maintenance of the internal use of the software are incurred at the expense incurred.
The internal use software of capital is included in computer equipment and software. —
Ongoing construction is related to the construction or development of property and equipment that has not yet been put into use and therefore will not depreciate.
The ongoing construction includes capitalized costs associated with the company\'s new Enterprise Reporting System implementation project.
Product warranty-
The company provides a two-year warranty on its products and provides warranty fees at the time of sale according to historical events.
Determining the warranty reserve requires the company to estimate the product return rate and the expected cost of repairing or replacing the warranty product.
If the actual rate of return and/or repair and replacement costs differ significantly from those estimates, adjustments may be required in the coming period to confirm additional sales costs.
The warranty reserve is included in Other current liabilities on the consolidated balance sheet. —
The company uses the asset liability method of income tax accounting, which is determined according to the temporary difference between the financial statements of assets and liabilities and the tax base, the tax rate used is expected to be valid in the year in which the underlying difference is reversed.
Deferred income tax is generated by an interim difference between the tax base of assets and liabilities and the amount reported in the financial statements, which will result in future taxable or deductible amounts.
In assessing our ability to achieve Deferred tax assets within jurisdictions that generate Deferred tax assets, we consider all available positive and negative evidence, including scheduled reversal of deferred tax liabilities, expected future taxes-
Planning strategy and results for recent operations.
In predicting future taxable income, we start with historical results and incorporate assumptions about the amount of future state, federal and foreign pre-tax operating income adjusted to items that do not have tax consequences
Assumptions about future taxable income require significant judgment and are consistent with our plans and estimates for managing the underlying business.
In assessing the objective evidence provided by historical results, we consider the recent cumulative income (loss).
Valuation allowances are recorded when some deferred tax assets are likely to not be realized.
Revenue recognition-
Product revenue is usually recorded when shipped.
In the arrangement for transfer of ownership at the time of specified delivery, revenue will not be confirmed until ownership is transferred to the customer.
When there is convincing evidence that there is an arrangement, a shipment has occurred, the price is fixed or determinable, and that the recyclability is reasonably guaranteed, the company confirms the income.
If the company does not substantially complete the product at the time of shipment or fulfill the terms of the sales agreement, the revenue confirmation will be postponed to performance.
The company\'s standard arrangements for customers, including signed purchase orders or contracts, do not have the right to return products or customer acceptance regulations. —
R & D expenses are incurred. —
The Basic net income per share is calculated by dividing the net income by the weighted average number of outstanding shares for the period.
Diluted net income per share is calculated by using the inventory method to divide the net income by the weighted average number of issued common shares and common shares in diluted stock options and restricted stocks, unless these stocks are reverseddilutive (
See Note 10 to the consolidated financial statements). —
Committee on Financial Accounting Standards (FASB)
Guidance on the disclosure of corporate market segments and related information sets standards for public enterprise reporting of information that can be reported to market segments, products and services, geographical regions and key customers.
The method of determining which information to report is based on the management organization of the company\'s internal reporting department for operational decision-making and financial performance evaluation.
Main business decisions of the company-
Maker is considered chief executive.
The company operates in a reporting department, so there is a reporting department. —
Assets confirmed by the company (
Including goodwill and identifiable intangible assets)
And the liabilities of the acquisition date at fair value.
Subsequent changes in the fair value of such assets and liabilities acquired are confirmed in the proceeds after the expiration of the measurement period for a period of not more than 12 months from the date of acquisition. Acquisition-
Related fees and acquisitions-
The associated restructuring costs are recognized in the proceeds during the period of production.
The shareholders of the company approved an increase in the number of shares available for issuance in accordance with our revised and restated stock incentive plans, an increase of 1,500,000, 3,100 and 2,700,201 for June 10, 22, 3 and May 21, 2017, respectively. (1)Long-
Adopting this standard will not have a significant impact on the consolidated financial statements of the company and its internal controls on the financial reports, but new disclosures are required and the company is finalizing the objectives. .
On February 2016, FASB issued a new guide on how entities should recognize leased assets and lease liabilities.
The guide provides that entities acting as lessees under the lease agreement shall confirm that the lease assets and lease liabilities classified as operating leases under the previous FASB guidelines.
The guidance came into effect on 2019.
Early adoption is allowed.
During the transition period, the lessee and lessor need to identify and measure the lease at the beginning of the earliest period proposed using the improved traceability method.
The company is evaluating the impact of the adoption of this guide on the consolidated financial statements of the company.
The Company currently expects that its operating lease commitment will comply with the new standards and be recognized as a rightof-
The use of assets and operating lease liabilities after the adoption of this standard will increase its total assets and liabilities reported before adoption relative to these amounts.
On March 2016, FASB issued new guidance on several aspects of stock accounting
Based on payment transactions, including income tax consequences, classification of rewards as an interest or liability, and classification of the cash flow statement.
Under the new standard income tax benefits and defects shall be recognized as income tax expenses or benefits in the income statement, and the tax impact of the exercised or vested rewards shall be deemed to have occurred as an independent item during the reporting period.
An entity should also recognize the excess tax offer, regardless of whether it reduces the amount of tax payable for the current period.
Excess tax incentives should be classified as business activities along with other income tax cash flows.
With respect to confiscation, the entity may establish an entity
Broad accounting policy options, either to estimate the number of awards expected to be awarded, or to state the loss in the event of confiscation.
The company adopted the revised accounting standards in 2017 and confirmed $1.
Previously excluded tax attributes of 7 million related to the deduction of unexpected income from stock options, also recognize the offset corresponding to the valuation allowance.
The confiscation of assets will continue to be estimated based on the company\'s existing accounting policies.
The company expects that this adoption will not have a significant impact on its financial statements.
Adopting this standard update will not have a significant impact on the consolidated financial statements of the company.
The amendment will take effect from 2018 of the company and will allow early adoption.
2017 Level 2: The impact of derivatives in cash flow hedging relationships on income and other consolidated income (OCI)
The summary is as follows (in thousands):4.
The acquisition of the following unaudited expected consolidated operating results assumes that the acquisition of Marchi and Miconex was completed at the beginning of the reporting period (
In thousands, except for the amount per share)
: The total goodwill of the company is as follows (in thousands)
* On fourth quarter of 2015, the company canceled the remaining book value of $0 for tradename intangble acquired from AIT.
In the fourth quarter of 2017, the company canceled the $0 tradename obtained from Marchi.
The company no longer believes in the value of these companies.
The company also operates UCT trade-
Intangible assets of $9.
0 million due to the previous acquisition.
The conclusion of the company is that UCT trade
The life of intangible assets is uncertain and therefore not amortized.
The company also concluded that UCT trade
The name of 2017 is not affected because there is no new event or change of circumstances indicating that its book amount may not be recovered.
As of the 29 th of 2017, the company\'s outstanding amount under regular loans and Revolving credit loans was $9.
$9 million and $39.
9 million, respectively, the total cost of unamortized debt issuance is $0.
2 million, the total debt balance of this credit arrangement is $49. 6million.
Significant components of net deferred tax assets and deferred tax liabilities for federal and state income taxes are as follows (in thousands)
Therefore, the company specifies the relevant withholding tax in its consolidated financial statements.
Income from foreign subsidiaries that the company has not yet allocated as of December 29, 2017, which invest indefinitely outside the United StatesS.
About $176. 7million.
If the company distributes those revenues to the United States, those revenues should be pre-taxed in the country where cash is earned.
California Franchise Tax Commission
The company is also subject to review by other jurisdictions at different times. —
On February 20, 2003, the company passed the 2003 equity incentive plan (
\"2003 Incentive Plan \")
It was subsequently amended and reiterated.
Under the 4,515,239 incentive plan, the company retained 2003 ordinary shares for issuance.
2003 The incentive plan provides for the issuance period and other sharesbased awards.
Options are usually granted at fair value on the date of grant determined by the board of directors, with a term of up to ten years, usually within four years.
In fiscal 2016 and fiscal 2015, the intrinsic value of the stock options exercised by the company was $0. 2million, $0. $1 million and $0.
2 million respectively.
No inventory-
The underlying compensation costs for fiscal 2016 and 2015 are attributed to stock options, as all outstanding options are fully attributable at the beginning of fiscal 2014.
In fiscal 2017, 2016 and 2015, under the 45,000 incentive plan, the company granted 52,000, 56,000 and 2003 ordinary shares to its board members, respectively.
These restricted stock awards (RSAs)
1) vest in front
Next annual general meeting, or 2)
365 days from the date of grant.
As of December 29, 2017, the company\'s total unamortized expenses attributable to RSAs were approximately $0. 4 million.
In the first quarter of 2008, the company began to issue stock awards in the form of restricted stock units (RSUs)
Inventory Unit and performance (PSUs)
Provided to employees as part of the company\'s long-term equity compensation program.
These stock awards are awarded to employees with a purchase price of zero, usually within three years, provided that employees continue to serve the company, if PSUs, to achieve certain performance goals.
The expected cost of the grant was confirmed during the service period and decreased due to estimated forfeiture, and in the case of PSUs, decreased based on the estimated achievement of performance objectives.
During the year ended December 29, 2017, the company approved and granted 580,432 RSU to employees with a weighted average grant date fair value of $21.
82 shares per share, 127,248 PSUs per share, with a weighted average daily fair value of $19. 87 per share.
As at December 29, 2017, $12.
0 million of unconfirmed stocks-
After deducting the estimated forfeiture associated with RSUs, the underlying compensation cost remains to be amortized and is expected to be confirmed within the estimated period of 1 year. 6 years.
Prior to full attribution, the amount not attributable will be forfeited.
As at December 29, 2017, a total of 1,676,312 shares had been confiscated.
December 29, 2017-
2004 the company adopts the employee stock purchase plan (“ESPP”)
And is authorized to issue 555,343 ordinary shares under ESPP.
ESPP allows employees to purchase common shares at a specific date through a wage discount (Purchase period)
Within the prescribed issue period.
The purchase price is 95% of the fair market value of the final common stock purchase, and is intended to obtain the qualification code for the \"employee stock purchase plan\" under section 423rd of internal income.
Over the past year, 10,700 shares and 2017 shares have been issued according to ESPP. —
Company sponsorship a 401 (k)
Savings retirement plan (the “401(k)Plan”)
For all employees who meet certain qualification requirements.
Participants can choose to donate for 401 (k)Plan, on a pre-
Their salary is 25%, up to $18,000.
Companies can contribute up to 3% of their employees according to their qualifications.
The company made about $1. 2million, $1.
$1 million and $1.
401 of the amount of discretionary employer contributions (k)
They were 29 years, 2017, 30 years, 25 years and 2015, respectively.
2016and 2015 fiscalyear 2017 of 2017 rent expenditure total for 6 dollars. 9 million,$6. 3 millionand$6.
8 million respectively.
December29 of December9.
Changes and disagreements with accountants on accounting and financial disclosure project 9a.
Internal control December 29, 2017-
Integrated Framework (2013)
2017 item 9b. December29. PARTIIIItem10. www. uct. comItem11. Item12. (1)Item13.
Certain relationships and related transactions. Part IVItem15.
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