ICHOR HOLDINGS, LTD. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As required by Rule 13a ‑ 15(b) under the Exchange Act, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a ‑ 15(e) and 15d ‑ 15(e) under the Exchange Act) as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 25, 2020. 43 Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act). With the participation of our Chief Executive Officer and Chief Financial Officer, our management evaluated the effectiveness of our internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Based on that assessment, management has concluded that our internal control over financial reporting was effective as of December 25, 2020 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We have not engaged an independent registered accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date or for any period reported in our financial statements. Our independent public registered accounting firm will first be required to attest to the effectiveness of our internal control over financial reporting for our Annual Report on Form 10-K for the first year we are no longer an “emerging growth company” as defined by the JOBS Act. Limitations on Effectiveness of Controls and Procedures A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. If we cannot provide reliable financial information, our business, operating results and share price could be negatively impacted. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the fourth quarter ended December 25, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 44 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this item is incorporated by reference to our Proxy Statement for our 2021 General Meeting to be filed with the SEC within 120 days after the close of the year ended December 25, 2020. Code of Conduct We have adopted a code of business ethics and conduct (the “Code of Conduct”) that applies to all employees, officers, and directors, including the principal executive officer, principal financial officer, and principal accounting officer. The Code of Conduct is available on our investor relations website at ir.ichorsystems.com . We intend to post all disclosures that are required by law or NASDAQ listing rules regarding any amendment to, or a waiver of, any provision of the Code of Conduct for the principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is incorporated by reference to our Proxy Statement for our 2021 General Meeting to be filed with the SEC within 120 days after the close of the year ended December 25, 2020. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information required by this item is incorporated by reference to our Proxy Statement for our 2021 General Meeting to be filed with the SEC within 120 days after the close of the year ended December 25, 2020. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated by reference to our Proxy Statement for our 2021 General Meeting to be filed with the SEC within 120 days after the close of the year ended December 25, 2020. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is incorporated by reference to our Proxy Statement for our 2021 General Meeting to be filed with the SEC within 120 days after the close of the year ended December 25, 2020. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this report: (1) Financial Statements. The following Consolidated Financial Statements are filed as part of this report under Item 8 – Financial Statements and Supplementary Data . Report of Independent Registered Public Accounting Firm F‑1 Consolidated Balance Sheets F‑2 Consolidated Statements of Operations F‑3 Consolidated Statements of Shareholders’ Equity F‑4 Consolidated Statements of Cash Flows F‑5 Notes to Consolidated Financial Statements F‑6 (2) Exhibits. Exhibits are listed on the Exhibit Index at the end of this report. ITEM 16. FORM 10-K SUMMARY Not applicable. 45 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Ichor Holdings, Ltd.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Ichor Holdings, Ltd. and subsidiaries (the Company) as of December 25, 2020 and December 27, 2019, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three year period ended December 25, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 25, 2020 and December 27, 2019, and the results of its operations and its cash flows for each of the years in the three year period ended December 25, 2020, in conformity with U.S. generally accepted accounting principles. Change in Accounting Principle As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of December 29, 2018 due to the adoption of Accounting Standards Update (“ASU”) 2016‑02, Leases , and ASU 2018‑11, Leases: Targeted Improvements (Topic 842) . Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company’s auditor since 2011. Portland, Oregon March 5, 2021 F-1 ICHOR HOLDINGS, LTD. Consolidated Balance Sheets (dollars in thousands, except per share data) December 25, 2020 December 27, 2019 Assets Current assets: Cash $ 252,899 $ 60,612 Accounts receivable, net 100,977 84,849 Inventories 134,756 127,037 Prepaid expenses and other current assets 7,082 4,449 Total current assets 495,714 276,947 Property and equipment, net 41,811 44,541 Operating lease right-of-use assets 10,088 14,198 Other noncurrent assets 5,503 1,094 Deferred tax assets, net 6,324 4,738 Intangible assets, net 39,845 52,027 Goodwill 174,887 173,010 Total assets $ 774,172 $ 566,555 Liabilities and Shareholders’ Equity Current liabilities: Accounts payable $ 116,664 $ 131,578 Accrued liabilities 20,792 12,814 Other current liabilities 10,700 5,233 Current portion of long-term debt 8,750 8,750 Current portion of lease liabilities 5,128 5,492 Total current liabilities 162,034 163,867 Long-term debt, less current portion, net 191,522 169,304 Lease liabilities, less current portion 5,272 9,081 Deferred tax liabilities, net 109 210 Other non-current liabilities 3,546 2,677 Total liabilities 362,483 345,139 Shareholders’ equity: Preferred shares ($ 0.0001 par value; 20,000,000 shares authorized; zero shares issued and outstanding) — — Ordinary shares ($ 0.0001 par value; 200,000,000 shares authorized; 27,907,077 and 22,618,708 shares outstanding, respectively; 32,344,516 and 27,056,147 shares issued, respectively) 3 2 Additional paid in capital 399,311 242,318 Treasury shares at cost ( 4,437,439 shares) ( 91,578 ) ( 91,578 ) Retained earnings 103,953 70,674 Total shareholders’ equity 411,689 221,416 Total liabilities and shareholders’ equity $ 774,172 $ 566,555 F-2 ICHOR HOLDINGS, LTD. Consolidated Statements of Operations (dollars in thousands, except per share data) Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Net sales $ 914,236 $ 620,837 $ 823,611 Cost of sales 789,344 534,473 687,474 Gross profit 124,892 86,364 136,137 Operating expenses: Research and development 13,361 11,102 9,355 Selling, general, and administrative 56,614 47,270 47,448 Amortization of intangible assets 13,365 13,015 15,369 Total operating expenses 83,340 71,387 72,172 Operating income 41,552 14,977 63,965 Interest expense 8,727 10,647 9,987 Other expense (income), net 534 55 ( 241 ) Income before income taxes 32,291 4,275 54,219 Income tax benefit ( 988 ) ( 6,454 ) ( 3,664 ) Net income $ 33,279 $ 10,729 $ 57,883 Net income per share: Basic $ 1.44 $ 0.48 $ 2.34 Diluted $ 1.42 $ 0.47 $ 2.30 Shares used to compute net income per share: Basic 23,172,961 22,418,802 24,706,542 Diluted 23,460,105 22,766,903 25,128,055 F-3 ICHOR HOLDINGS, LTD. Consolidated Statements of Shareholders’ Equity (dollars in thousands) Retained Additional Earnings Total Ordinary Shares Paid-In Treasury Shares (Accumulated Shareholders' Shares Amount Capital Shares Amount Deficit) Equity Balance at December 29, 2017 25,892,162 $ 3 $ 214,697 — $ — $ 2,062 $ 216,762 Ordinary shares issued from exercise of stock options 573,162 — 5,661 — — — 5,661 Ordinary shares issued from vesting of restricted share units 79,336 — ( 91 ) — — — ( 91 ) Ordinary shares issued from employee share purchase plan 29,377 — 514 — — — 514 Repurchase of ordinary shares ( 4,339,529 ) ( 1 ) — 4,339,529 ( 89,979 ) — ( 89,980 ) Share-based compensation expense — — 7,577 — — — 7,577 Net income — — — — — 57,883 57,883 Balance at December 28, 2018 22,234,508 2 228,358 4,339,529 ( 89,979 ) 59,945 198,326 Ordinary shares issued from exercise of stock options 353,027 — 5,042 — — — 5,042 Ordinary shares issued from vesting of restricted share units 81,438 — ( 290 ) — — — ( 290 ) Ordinary shares issued from employee share purchase plan 47,645 — 671 — — — 671 Repurchase of ordinary shares ( 97,910 ) — — 97,910 ( 1,599 ) — ( 1,599 ) Share-based compensation expense — — 8,537 — — — 8,537 Net income — — — — — 10,729 10,729 Balance at December 27, 2019 22,618,708 $ 2 $ 242,318 4,437,439 $ ( 91,578 ) $ 70,674 $ 221,416 Ordinary shares issued, net of transaction costs 4,600,000 1 139,371 — — — 139,372 Ordinary shares issued from exercise of stock options 514,481 — 8,849 — — — 8,849 Ordinary shares issued from vesting of restricted share units 140,700 — ( 1,829 ) — — — ( 1,829 ) Ordinary shares issued from employee share purchase plan 33,188 — 727 — — — 727 Share-based compensation expense — — 9,875 — — — 9,875 Net income — — — — — 33,279 33,279 Balance at December 25, 2020 27,907,077 $ 3 $ 399,311 4,437,439 $ ( 91,578 ) $ 103,953 $ 411,689 F-4 ICHOR HOLDINGS, LTD. Consolidated Statements of Cash Flows (in thousands) Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Cash flows from operating activities: Net income $ 33,279 $ 10,729 $ 57,883 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 24,246 21,869 23,064 Share-based compensation 9,875 8,537 7,577 Deferred income taxes ( 1,687 ) ( 7,131 ) ( 6,687 ) Amortization of debt issuance costs 968 937 970 Loss on sale of asset disposal group 3,575 — — Changes in operating assets and liabilities, net of acquisitions: Accounts receivable, net ( 16,128 ) ( 44,562 ) 10,425 Inventories ( 8,527 ) ( 5,931 ) 35,126 Prepaid expenses and other assets ( 2,076 ) 6,067 ( 685 ) Accounts payable ( 14,509 ) 67,966 ( 62,173 ) Accrued liabilities 7,722 3,214 ( 3,518 ) Other liabilities 1,521 ( 4,545 ) ( 1,507 ) Net cash provided by operating activities 38,259 57,150 60,475 Cash flows from investing activities: Capital expenditures ( 10,301 ) ( 12,343 ) ( 13,920 ) Cash paid for acquisitions, net of cash acquired ( 5,035 ) — ( 1,443 ) Cash paid for intangible assets — ( 8,147 ) — Proceeds from sale of property and equipment 739 — — Net cash used in investing activities ( 14,597 ) ( 20,490 ) ( 15,363 ) Cash flows from financing activities: Issuance of ordinary shares, net of fees 139,372 — — Issuance of ordinary shares under share-based compensation plans 9,832 5,757 6,329 Employees' taxes paid upon vesting of restricted share units ( 1,829 ) ( 290 ) ( 91 ) Repurchase of ordinary shares — ( 1,599 ) ( 89,980 ) Debt issuance and modification costs — — ( 2,092 ) Borrowings on revolving credit facility 30,000 13,000 44,162 Repayments on revolving credit facility — ( 28,000 ) ( 20,000 ) Repayments on term loan ( 8,750 ) ( 8,750 ) ( 8,910 ) Net cash provided by (used in) financing activities 168,625 ( 19,882 ) ( 70,582 ) Net increase in cash 192,287 16,778 ( 25,470 ) Cash at beginning of period 60,612 43,834 69,304 Cash at end of period $ 252,899 $ 60,612 $ 43,834 Supplemental disclosures of cash flow information: Cash paid during the period for interest $ 8,235 $ 8,424 $ 8,273 Cash paid during the period for taxes, net of refunds $ 250 $ 896 $ 2,278 Supplemental disclosures of non-cash activities: Capital expenditures included in accounts payable $ 369 $ 774 $ 1,462 Right-of-use assets obtained in exchange for new operating lease liabilities $ 642 $ 817 $ — F-5 ICHOR HOLDINGS, LTD. Notes to Financial Statements (dollar figures in tables in thousands, except per share data) Note 1 – Organization and Summary of Significant Accounting Policies Organization and Operations of the Company Ichor Holdings, Ltd. and Subsidiaries (the “we”, “us”, “our”, “Company”) designs, develops, manufactures, and distributes gas and liquid delivery subsystems and components purchased by capital equipment manufacturers for use in the semiconductor markets. We are headquartered in Fremont, California and have operations in the United States, the United Kingdom, Singapore, Malaysia, Korea, and Mexico. On December 30, 2011, Ichor Systems Holdings, LLC consummated a sales transaction with Icicle Acquisition Holdings, LLC, a Delaware limited liability company. Shortly after consummation of the sale transaction, Icicle Acquisition Holdings, LLC changed its name to Ichor Holdings, LLC. In March 2012, Ichor Holdings, LLC completed a reorganization of its legal structure, forming Ichor Holdings, Ltd., a Cayman Islands entity. Ichor Holdings, Ltd. is now the reporting entity and the ultimate parent company of the operating entities. Basis of Presentation These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to consolidated financial statements are in thousands, except per share amounts. These consolidated financial statements include the following wholly owned subsidiaries of Ichor Holdings, Ltd.: Name of Subsidiary Jurisdiction of Incorporation, Organization, or Formation Ichor Intermediate Holdings, Ltd. Cayman Islands Icicle Acquisition Holding Co-op Netherlands Icicle Acquisition Holding B.V. Netherlands Ichor Holdings Ltd. Scotland Ichor Systems Ltd. Scotland Ichor Holdings, LLC Delaware Ichor Systems, Inc. Delaware Ichor Systems Korea Ltd. Korea Ichor Systems Malaysia Sdn Bhd Malaysia Ichor Systems Singapore, PTE Ltd. Singapore Year End We use a 52‑ or 53‑week fiscal year ending on the last Friday in December. The years ended December 25, 2020, December 27, 2019, and December 28, 2018 were all 52 weeks. All references to 2020, 2019, and 2018 are references to the fiscal years then ended. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include the fair value of assets and liabilities acquired in acquisitions, estimated useful lives for long‑lived assets, inventory valuation, uncertain tax positions, fair value assigned to stock options granted, and impairment analysis for both definite‑lived intangible assets and goodwill . F-6 Revenue Recognition We recognize revenue when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations. Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales. Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within twelve months . Product sales are recognized at a point-in-time, generally upon delivery, as such term is defined within the contract, as that is when control of the promised good has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under ASC 460, Guarantees , and not as a separate performance obligation . Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer but are generally due within 15 – 60 days. Historically, we have not incurred significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented . Commitments and Contingencies We are periodically involved in legal actions and claims that arise as a result of events that occur in the normal course of operations. The ultimate resolution of these actions is not expected to have a material adverse effect on our financial position or results of operations. Concentration of Credit Risk Financial instruments that subject us to credit risk consist of accounts receivable, accounts payable, and long-term debt. At December 25, 2020 and December 27, 2019, two customers represented, in the aggregate, approximately 73 % and 66 %, respectively, of the balance of accounts receivable. We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information. Activity and balances related to the allowance for doubtful accounts is as follows: Allowance for doubtful accounts Balance at December 29, 2017 $ 256 Charges to costs and expenses 195 Write-offs ( 111 ) Balance at December 28, 2018 340 Charges to costs and expenses — Write-offs ( 45 ) Balance at December 27, 2019 295 Charges to costs and expenses 209 Write-offs ( 126 ) Balance at December 25, 2020 $ 378 We require collateral, typically cash, in the normal course of business if customers do not meet the criteria established for offering credit. If the financial condition of our customers were to deteriorate and result in an impaired ability to make payments, additions to the allowance may be required. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded to income when received. F-7 We use qualified manufacturers to supply many components and subassemblies of our products. We obtain the majority of our components from a limited group of suppliers. A majority of the purchased components used in our products are customer specified. An interruption in the supply of a particular component would have a temporary adverse impact on our operating results. We maintain cash balances at both United States-based and foreign-based commercial banks. Cash balances in the United States exceed amounts that are insured by the Federal Deposit Insurance Corporation (FDIC). The majority of the cash maintained in foreign-based commercial banks is insured by the government where the foreign banking institutions are based. Cash held in foreign-based commercial banks totaled $ 39.9 million and $ 34.4 million at December 25, 2020 and December 27, 2019, respectively, and at times exceeds insured amounts. No losses have been incurred at December 25, 2020 or December 27, 2019 for amounts exceeding the insured limits. Fair Value Measurements We estimate the fair value of financial assets and liabilities based upon comparison of such assets and liabilities to the current market values for instruments of a similar nature and degree of risk. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: ▪ Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date ▪ Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability ▪ Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date There were no changes to our valuation techniques during 2020. We estimate the recorded value of our financial assets and liabilities approximates fair value at December 25, 2020 and December 27, 2019. We estimate the value of acquired intangible assets, on a nonrecurring basis, based on an income approach utilizing discounted cash flows. Under this approach, we estimate the future cash flows from our asset groups and discount the income stream to its present value to arrive at fair value. Future cash flows are based on recently prepared operating forecasts. Operating forecasts and cash flows include, among other things, revenue growth rates that are calculated based on management’s forecasted sales projections. A discount rate is utilized to convert the forecasted cash flows to their present value equivalent. The discount rate applied to the future cash flows includes a subject-company risk premium, an equity market risk premium, a beta, and a risk-free rate. As this approach contains unobservable inputs, the measurement of fair value for intangible assets is classified as Level 3. Inventories Inventories are stated at the lower of cost or net realizable value. The majority of inventory values are based upon average costs. We analyze inventory levels and record write-downs for inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected customer demand. We assess 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 our estimated usage is written down to its estimated market value less costs to sell, if less than its cost. Inherent in our estimates of demand and market value in determining inventory valuation are estimates related to economic trends, future demand for our products, and technological obsolescence of our products. If actual demand and market conditions are less favorable than our projections, additional inventory write-downs may be required. If the inventory value is written down to its net realizable value, and subsequently there is an increased demand for the inventory at a higher value, the increased value of the inventory is not realized until the inventory is sold either as a component of a subsystem or as separate inventory. F-8 Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives: Estimated useful lives of property & equipment Machinery 5 - 10 years Leasehold improvements 10 years Computer software, hardware, and equipment 3-5 years Office furniture, fixtures, and equipment 5-7 years Vehicles 5 years Maintenance and repairs that neither add material value to the asset nor appreciably prolong its useful life are charged to expense as incurred. Gains or losses on the disposal of property and equipment are included in selling, general, and administrative expenses on the consolidated statements of operations. Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. If we determine the arrangement is a lease, or contains a lease, at lease inception, we then determine whether the lease is an operating lease or a finance lease. Operating and finance leases result in recording a right-of-use (“ROU”) asset and lease liability on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancellable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. This rate is generally consistent with the interest rate we pay on borrowings under our credit facilities, as this rate approximates our collateralized borrowing capabilities over a similar term of lease payments. We utilize the consolidated group incremental borrowing rate for all leases, as we have centralized treasury operations. We have elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. We have elected not to separate lease and non-lease components for any class of underlying asset. Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate, in management’s judgment, that the carrying amount of an asset (or asset group) may not be recoverable. In analyzing potential impairments, projections of future cash flows from the asset group are used to estimate fair value. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset group, a loss is recognized for the difference between the estimated fair value and the carrying value of the asset group. The projections are based on assumptions, judgments, and estimates of revenue growth rates for the related business; anticipated future economic, regulatory, and political conditions; the assignment of discount rates relative to risk; and estimates of terminal values. During 2020 and 2019, we did not identify any triggering events that would indicate impairment. Intangible Assets We account for intangible assets that have a definite life and are amortized on a basis consistent with their expected cash flows over the following estimated useful lives: Estimated useful lives of intangible assets Trademarks 10 years Customer relationships 6-10 years Developed technology 7-10 years F-9 Goodwill Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. We review goodwill for impairment annually and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. We first make a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying a quantitative goodwill impairment test. Under the quantitative test, the fair value of the reporting unit is compared to its carrying value and an impairment loss is recognized for any excess of carrying amount over the reporting unit’s fair value. Fair value of the reporting unit is determined using a discounted cash flow analysis. For purposes of testing goodwill for impairment, we have concluded that we operate as one reporting unit. We performed a qualitative goodwill assessment at December 25, 2020 and December 27, 2019. This assessment indicated that it was more likely than not our reporting unit’s fair value exceeded its carrying value. Research and Development Costs Research and development costs are expensed as incurred. Share-Based Payments We use the Black-Scholes option-pricing model to value awards on the date of grant. We use the simplified method to estimate the expected term of share-based awards for all periods as we do not have sufficient history to estimate the weighted average expected term. The risk-free interest rate is based on the U.S. Treasury rates in effect on the corresponding date of grant. Estimated volatility is based on the historical volatility of ours and similar entities’ publicly traded shares. Income Taxes We recognize deferred income taxes using the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for differences between the financial reporting and tax bases of assets and liabilities at enacted statutory tax rates in effect for the years in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax benefit for the current year differs from the statutory rate primarily as a result of the impact of foreign operations and discrete tax benefits recorded in connection with our historical acquisitions and stock option exercises. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the consolidated financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 % likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in our consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. We recognize interest and penalties as a component of income tax expense. Foreign Operations The functional currency of our international operations located in the United Kingdom, Singapore, Malaysia, and Mexico, is the U.S. dollar. Transactions denominated in currencies other than the functional currency generate foreign exchange gains and losses that are included in other expense (income), net on our consolidated statements of operations. Substantially all of our sales contracts, and most of our agreements with third-party suppliers, provide for pricing and payment in U.S. dollars. Accordingly, these transactions are not subject to material exchange rate fluctuations. Accounting Pronouncements Recently Adopted In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) , which consists of a comprehensive lease accounting standard. Under the standard, assets and liabilities arising from most leases will be recognized on the balance sheet. Leases will be classified as either operating or financing, and the lease classification will determine whether expense is recognized on a straight-line basis (operating leases) or based on an effective interest method (financing leases). The standard also contains expanded disclosure requirements regarding the amounts, timing, and uncertainties of cash flows related to leasing activities. F-10 In July 2018, the FASB issued ASU 2018 ‑11, Leases (Topic 842): Targeted Improvements , which provides an optional transition method allowing entities to initially apply the lease standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We adopted and applied the lease standard as of December 29, 2018 , the first day of fiscal year 2019, using this optional transition method. The standard provides a number of practical expedients in transition. We elected the package of practical expedients, which permits us not to reassess our prior conclusions about lease identification, lease classification, and initial direct costs. We elected to not recognize short-term leases, those with an initial term of 12 months or less, on our consolidated balance sheets. The standard had material effects on our consolidated financial statements. The most significant effects relate to the recognition of right-of-use (“ROU”) assets and lease liabilities on our balance sheet for our facilities operating leases and the new disclosure requirements about our leasing activities. Upon adoption, we recorded operating lease liabilities of $ 18.1 million, with an offsetting increase to operating lease ROU assets of $ 17.7 million in exchange for the liabilities assumed. We did not recognize a cumulative-effect adjustment to the opening balance of retained earnings, as there was no adjustment to be made as a result of our adoption and application of the standard. The standard did not have a significant impact on our consolidated statements of operations or cash flows. In June 2016, the FASB issued ASU 2016‑13, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. We adopted the standard on the first day of the first quarter of 2020, and the adoption did not have a significant impact on our financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . The new guidance clarifies the accounting for implementation costs in cloud computing arrangements. We adopted the standard on the first day of the first quarter of 2020. During the 2020, we incurred capitalizable implementation costs of approximately $ 4.4 million in connection with our implementation of a new company-wide ERP system that is classified as a hosting arrangement that is a service contract. Accordingly, these costs are included in Other noncurrent assets on our consolidated balance sheet as of December 25, 2020. Additionally, our cash used in operating activities for 2020 includes $ 3.3 million in cash outflows associated with these capitalized implementation costs. As the ERP system was not yet in-service as of December 25, 2020, there was no amortization expense recognized during 2020. Accounting Pronouncements Recently Issued In December 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes , as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU include removing exceptions to incremental intraperiod tax allocation of losses and gains from different financial statement components, exceptions to the method of recognizing income taxes on interim period losses, and exceptions to deferred tax liability recognition related to foreign subsidiary investments. In addition, the ASU requires that entities recognize franchise tax based on an incremental method and requires an entity to evaluate the accounting for step-ups in the tax basis of goodwill as inside or outside of a business combination. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. We have not adopted this ASU as of December 25, 2020. We are currently evaluating the impact the ASU, although we do not expect the ASU to to have a significant impact on our financial statements. Note 2 – Acquisitions On December 1, 2020, we acquired certain operating assets and assumed the operations of a precision machining operation in Nogales, Mexico, which was considered a business combination under ASC 805 – Business Combinations , for an aggregate purchase of $ 5.0 million. The acquisition adds to our precision machined component manufacturing capacity. In connection with the acquisition, we recorded $ 2.0 million in tangible operating assets, a $ 1.2 million customer relationship intangible asset, which will be amortized of a period of 6 years, and $ 1.9 million in goodwill. F-11 IAN Engineering Co., Ltd. On April 19, 2018, we completed the acquisition, via stock purchase, of IAN Engineering Co., Ltd. (“IAN”), a Seoul-based leader in providing locally-sourced design and manufacturing of gas delivery systems to customers in South Korea, for an aggregate purchase price of $ 6.5 million, inclusive of $ 5.3 million paid at closing and contingent consideration with a fair value of $ 1.3 million. Contingent consideration consisted of an earn-out liability that would become payable in 2019 and 2020 if certain financial targets were achieved. During 2018, we determined those financial targets would not be met and, therefore, derecognized the earn-out liability, resulting in a gain of $ 1.3 million recognized in operating income on our consolidated statements of income. As this determination was made because of facts and circumstances that arose after the acquisition date, there was no change to total acquisition consideration. IAN provides us exposure to and growth opportunities in the South Korean semiconductor capital equipment market. The following table presents the preliminary purchase price allocation as of April 19, 2018 and the final allocation as of December 28, 2018. Measurement period adjustments recognized in 2018 relate to the fair value of IAN’s opening balance of deferred taxes. Preliminary Allocation April 19, 2018 2018 Measurement Period Adjustment Final Allocation December 28, 2018 Cash acquired $ 3,952 $ — $ 3,952 Accounts receivable 863 — 863 Inventories 1,870 — 1,870 Prepaid expenses and other current assets 56 — 56 Property and equipment 396 — 396 Other noncurrent assets 101 — 101 Intangible assets 1,559 — 1,559 Goodwill 2,856 6 2,862 Accounts payable ( 4,193 ) — ( 4,193 ) Accrued and other current liabilities ( 452 ) — ( 452 ) Deferred tax liabilities ( 383 ) ( 6 ) ( 389 ) Other non-current liabilities ( 82 ) — ( 82 ) Total acquisition consideration $ 6,543 $ — $ 6,543 We allocated $ 1.6 million to customer relationships with an amortization period of 6 years. Goodwill recognized from the acquisition was primarily attributed to an assembled workforce and expected synergies and is not tax deductible. Our consolidated statements of operations for 2018 include approximately eight months of IAN operating activity, including revenue of $ 7.7 million. Pro forma financial information has not been provided for the acquisition of IAN as it was not material to our operations and overall financial position. Note 3 – Inventories Inventories consist of the following: December 25, 2020 December 27, 2019 Raw materials $ 88,015 $ 85,329 Work in process 38,184 31,825 Finished goods 21,299 17,700 Excess and obsolete adjustment ( 12,742 ) ( 7,817 ) Total inventories $ 134,756 $ 127,037 F-12 The following table presents changes to our excess and obsolete adjustment: Excess and obsolete adjustment Balance at December 29, 2017 $ ( 6,022 ) Charge to cost of sales ( 1,871 ) Disposition of inventory 201 Balance at December 28, 2018 ( 7,692 ) Charge to cost of sales ( 1,086 ) Disposition of inventory 961 Balance at December 27, 2019 ( 7,817 ) Charge to cost of sales ( 4,649 ) Disposition of inventory ( 276 ) Balance at December 25, 2020 $ ( 12,742 ) Note 4 – Property and Equipment Property and equipment consist of the following: December 25, 2020 December 27, 2019 Machinery $ 37,196 $ 33,684 Leasehold improvements 29,616 27,835 Computer software, hardware, and equipment 6,501 5,796 Office furniture, fixtures and equipment 1,166 1,040 Vehicles 75 26 Construction-in-process 5,483 3,760 80,037 72,141 Less accumulated depreciation ( 38,226 ) ( 27,600 ) Total property and equipment, net $ 41,811 $ 44,541 Depreciation expense for 2020, 2019, and 2018 was $ 10.9 million, $ 8.9 million, and $ 7.7 million, respectively. Cloud Computing Implementation Costs Pursuant to ASU 2018-15, we capitalize implementation costs associated with hosting arrangement that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To-date, these costs are those incurred to implement a new company-wide ERP system. The following table summarizes capitalized cloud computing implementation costs: Capitalized cloud computing implementation costs as of December 27, 2019 $ — Costs capitalized during the period 4,366 Capitalized costs amortized during the period — Capitalized cloud computing implementation costs as of December 25, 2020 $ 4,366 F-13 Note 5 – Intangible Assets and Goodwill Definite-lived intangible assets consist of the following: December 25, 2020 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ ( 8,717 ) $ — $ 973 10.0 years Customer relationships 84,169 ( 53,946 ) — 30,223 7.8 years Developed technology 11,047 ( 2,398 ) — 8,649 10.0 years Total intangible assets $ 104,906 $ ( 65,061 ) $ — $ 39,845 December 27, 2019 Gross value Accumulated amortization Accumulated impairment charges Carrying amount Weighted average useful life Trademarks $ 9,690 $ ( 7,750 ) $ — $ 1,940 10.0 years Customer relationships 82,986 ( 42,621 ) — 40,365 7.8 years Developed technology 11,047 ( 1,325 ) — 9,722 10.0 years Total intangible assets $ 103,723 $ ( 51,696 ) $ — $ 52,027 Future projected annual amortization expense consists of the following: Future amortization expense 2021 $ 13,591 2022 9,778 2023 8,552 2024 2,156 2025 2,071 Thereafter 3,697 $ 39,845 The following tables present the changes to goodwill: Goodwill Balance at December 29, 2017 $ 169,399 Acquisitions 3,611 Balance at December 28, 2018 173,010 Acquisitions — Balance at December 27, 2019 173,010 Acquisitions 1,877 Balance at December 25, 2020 $ 174,887 Note 6 – Leases We lease facilities under various non-cancellable operating leases expiring through 2025 . In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities. F-14 As of December 2 5 , 20 20 , we had no operating leases executed for which the rental period had not yet commenced. The components of lease expense are as follows: Year Ended December 25, 2020 December 27, 2019 Operating lease cost $ 5,397 $ 5,420 Supplemental cash flow information related to leases is as follows: Year Ended December 25, 2020 December 27, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,574 $ 5,220 Supplemental balance sheet information related to leases is as follows: December 25, 2020 December 27, 2019 Weighted-average remaining lease term of operating leases 2.3 years 3.1 years Weighted-average discount rate of operating leases 4.5 % 4.5 % Future minimum lease payments under non-cancellable leases as of December 25, 2020 are as follows 2021 $ 5,128 2022 4,340 2023 1,283 2024 248 2025 26 Total future minimum lease payments 11,025 Less imputed interest ( 625 ) Total lease liabilities $ 10,400 Note 7 – Income Taxes On March 27, 2020 the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act allows net operating losses from the 2018, 2019 and 2020 tax years to be carried back up to five years . As a result, during 2020 we were able to carry back our 2019 net operating loss to tax years 2017 and 2018, resulting in a $ 1.0 million refund claim. The CARES Act also provided for an increased interest deduction for tax years 2019 and 2020, as well as the deferral of the employer portion of social security taxes. In December 2017, the Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted. The 2017 Tax Act included a number of changes to existing U.S. tax laws that impact us, most notably a reduction of the U.S. corporate income tax rate from 35 % to 21 % for tax years beginning after December 31, 2017. Foreign Tax Credits Beginning in 2018, rules surrounding the utilization and carryforward of foreign tax credits in the United States were changed as a result of the 2017 Tax Act. Due to these changes, we released a valuation allowance in 2018 on our accrued foreign tax credits which were previously limited under the tax code in effect before the 2017 Tax Act was enacted, resulting in a $ 4.1 million discrete benefit. During the third quarter of 2020, the IRS issued final regulations that clarified the provision in the 2017 Tax Act that may limit our utilization of certain foreign tax credit carryforwards. For 2020, we have determined that it is more likely than not that the foreign tax credits will be realized within the carryforward period and determined that a valuation allowance is not necessary. F-15 Income before tax was as follows: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 United States $ ( 2,558 ) $ ( 20,993 ) $ 7,519 Foreign 34,849 25,268 46,700 Income before tax $ 32,291 $ 4,275 $ 54,219 Significant components of income tax benefit consist of the following: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Current: Federal $ ( 1,103 ) $ ( 812 ) $ 861 State 341 649 316 Foreign 1,461 868 1,751 Total current tax expense 699 705 2,928 Deferred: Federal ( 1,321 ) ( 5,315 ) ( 5,379 ) State ( 196 ) ( 1,218 ) ( 667 ) Foreign ( 170 ) ( 626 ) ( 546 ) Total deferred tax benefit ( 1,687 ) ( 7,159 ) ( 6,592 ) Income tax benefit $ ( 988 ) $ ( 6,454 ) $ ( 3,664 ) The reconciliation of income tax computed at the U.S. federal statutory tax rates to income tax benefit consist of the following: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Effective rate reconciliation: U.S. federal tax expense $ 6,781 $ 898 $ 11,386 State income taxes, net 105 ( 523 ) ( 329 ) Permanent items 298 ( 75 ) 30 Foreign rate differential ( 1,325 ) ( 1,051 ) ( 1,679 ) Tax holiday ( 5,911 ) ( 4,582 ) ( 7,583 ) Credits ( 1,411 ) ( 918 ) ( 1,158 ) Tax contingencies 80 ( 830 ) 168 Share-based compensation ( 1,002 ) ( 285 ) ( 1,270 ) Withholding tax 819 554 727 Impact of Tax Cuts and Jobs Act — — 199 Other, net 330 201 ( 15 ) Valuation allowance 248 157 ( 4,140 ) Income tax benefit $ ( 988 ) $ ( 6,454 ) $ ( 3,664 ) F-16 Deferred income tax assets and liabilities consist of the following. Certain reclassifications have been made to the prior period to conform to the current period presentation. December 25, 2020 December 27, 2019 Deferred tax assets: Inventory $ 3,836 $ 3,620 Share-based compensation 2,266 2,176 Accrued payroll 2,370 906 Net operating loss carryforwards 873 938 Interest carryforwards — 1,382 Tax credits 7,943 7,318 Intercompany interest 1,689 1,500 Operating lease liabilities 2,616 3,877 Other assets 414 211 Deferred tax assets 22,007 21,928 Valuation allowance ( 518 ) ( 270 ) Total deferred tax assets 21,489 21,658 Deferred tax liabilities: Intangible assets ( 7,344 ) ( 10,482 ) Property, plant and equipment ( 5,273 ) ( 2,703 ) Operating lease right-of-use assets ( 2,568 ) ( 3,819 ) Other liabilities ( 89 ) ( 126 ) Total deferred tax liabilities ( 15,274 ) ( 17,130 ) Net deferred tax asset $ 6,215 $ 4,528 At December 25, 2020, we had federal, state, and foreign net operating loss carryforwards of $ 0.1 million, $ 5.4 million, and $ 2.2 million respectively. The federal, state, and foreign net operating loss carryforwards, if not utilized, will begin to expire in 2035, 2032, and 2029, respectively. At December 25, 2020, we had federal and state research and development credits of $ 2.9 million and $ 0.1 million, respectively. The federal research and development credits, if not utilized, will begin to expire in 2032, while the state research and development credits will carryforward indefinitely. Additionally, we had foreign tax credits of $ 2.2 million, which if not utilized, will begin to expire in 2022. We have determined the amount of our valuation allowance based on our estimates of taxable income by jurisdiction in which we operate over the periods in which the related deferred tax assets will be recoverable. As of December 25, 2020, we believe it is more-likely-than-not that we will realize our U.S. deferred tax assets, with the exception of certain state and foreign net operating loss carryforwards we believe are not likely to be realized within the carryforward period. We were granted a tax holiday for our Singapore operations effective 2011 through 2021. We expect to finalize an extension of the tax holiday through 2026 during the first quarter of 2021. The net impact of the tax holiday in Singapore as compared to the Singapore statutory rate was a benefit of $ 5.9 million, $ 4.6 million, and $ 7.6 million during 2020, 2019, and 2018, respectively. Our income tax fluctuates based on the geographic mix of earnings and is calculated quarterly based on actual results pursuant to ASC Topic 740‑270. As of December 25, 2020, we have recognized $ 2.5 million of unrecognized tax benefits in other non-current liabilities in our consolidated balance sheet. If recognized, $ 1.1 million of this amount would impact our effective tax rate. We expect a decrease of $ 0.1 million to the total amount of unrecognized tax benefits within the next twelve months. Our ongoing practice is to recognize potential accrued interest and penalties related to unrecognized tax benefits within our statements of operations in income tax benefit. Interest and penalties associated with uncertain tax positions recognized during 2020 were insignificant. At December 25, 2020, other non-current liabilities on our balance sheet included approximately zero and $ 0.4 million of interest and penalties, respectively, associated with uncertain tax positions, which are excluded from the unrecognized tax benefits table below. F-17 The following table summarizes the activity related to our unrecognized tax benefits: Unrecognized tax benefits Balance at December 29, 2017 $ 1,910 Increase in tax positions for current year 407 Decreases in tax positions for prior period ( 61 ) Balance at December 28, 2018 2,256 Increase in tax positions for current year 380 Increase in tax positions for prior period 8 Decrease in tax positions for prior period ( 784 ) Balance at December 27, 2019 1,860 Increase in tax positions for current year 378 Increase in tax positions for prior period 484 Decrease in tax positions for prior period ( 232 ) Balance at December 25, 2020 $ 2,490 We assert indefinite reinvestment of our U.S. and Netherlands unremitted earnings. With regard to these unremitted earnings, we have not, nor do we anticipate the need to repatriate funds from the U.S. to the Netherlands or from the Netherlands to the Cayman entity to satisfy liquidity needs. Determination of the amount of unrecognized withholding tax liability related to the indefinitely reinvested earnings is not practicable. Our three major filing jurisdictions are the United States, Singapore and Malaysia. We are no longer subject to U.S. Federal examination for tax years ending before 2017, to state examinations before 2016, or to foreign examinations before 2015. However, to the extent allowed by law, the tax authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating losses or credit carryforward. At December 25, 2020, we were not under examination by a tax authority. Note 8 – Employee Benefit Programs 401(k) Plan We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50 % of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a discretionary matching contribution equal to 50 % of a participant’s deferral, up to an annual maximum of 4 % of a participant’s annual compensation. For 2020, 2019, and 2018, matching contributions were $ 1.9 million, $ 1.5 million, and $ 1.5 million, respectively. Note 9 – Long-Term Debt Long-term debt consists of the following: December 25, 2020 December 27, 2019 Term loan $ 153,125 $ 161,875 Revolving credit facility 49,162 19,162 Total principal amount of long-term debt 202,287 181,037 Less unamortized debt issuance costs ( 2,015 ) ( 2,983 ) Total long-term debt, net 200,272 178,054 Less current portion ( 8,750 ) ( 8,750 ) Total long-term debt, less current portion, net $ 191,522 $ 169,304 F-18 Maturities of long-term debt consist of the following: Future maturities of long-term debt 2021 $ 8,750 2022 8,750 2023 184,787 Total $ 202,287 The weighted average interest rate across all credit facilities was 3.75 %, 4.78 %, and 4.36 % during 2020, 2019, and 2018, respectively. On February 15, 2018, we entered into an amended and restated credit agreement, which includes a $ 175.0 million term loan and a $ 125.0 million revolving credit facility. We incurred debt issuance costs of $ 2.1 million in connection with the amendment. We account debt issuance costs as a reduction to the carrying value of our long-term debt, and we amortize the costs to interest expense over the term of the credit agreement. The amendment did not meet the definition of an extinguishment and was accounted for as a modification. Term loan payments of $ 2.2 million are due on a quarterly basis. The credit agreement matures on February 15, 2023 . Our credit agreement is secured by our tangible and intangible assets and includes customary representations, warranties, and covenants. We are required to maintain a minimum fixed charge coverage ratio of 1.25 : 1 and a maximum leverage ratio 3.00 : 1. Interest is charged at either the Base Rate or the Eurodollar rate (as such terms are defined in the credit agreement) at our option, plus an applicable margin. The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5 %, or iii) the Eurodollar Rate plus 1.00 %. The Eurodollar rate is equal to LIBOR. The applicable margin on Base Rate and Eurodollar Rate loans is 0.75 ‑ 1.50 % and 1.75 ‑ 2.50 % per annum, respectively, depending on our leverage ratio. We are also charged a commitment fee of 0.20 %- 0.35 % on the unused portion of our revolving credit facility. Base Rate interest payments and commitment fees are due quarterly . Eurodollar interest payments are due on the last day of the applicable interest period . At December 25, 2020, the term loan and revolver bore interest at the Eurodollar rate option of 3.50 % and 2.73 %, respectively. Note 10 – Shareholders’ Equity Public Offering of Shares On December 14, 2020, we completed an underwritten public offering of 4.6 million ordinary shares with net proceeds of $ 139.4 million, after deducting the underwriting discount of $ 1.35 per share and incremental offering expenses of $ 0.5 million. F-19 Share Repurchase Program In February 2018, our Board of Directors authorized a share repurchase program up to $ 50.0 million under which we may repurchase our ordinary shares in the open market or through privately negotiated transactions, depending on market conditions and other factors. Ordinary shares repurchased are recorded as treasury shares using the cost method on a first-in, first-out basis. In August 2018, our Board of Directors authorized a $ 50 million increase to the share repurchase program. The following tables details our share repurchases for the periods indicated: Total Number of Shares Repurchased Total Cost of Repurchase Average Price Paid per Share Amount Available Under Repurchase Program Amount available at February 15, 2018 $ 50,000 Quarter ended March 30, 2018 195,750 $ 5,000 $ 25.54 $ 45,000 Quarter ended June 29, 2018 1,061,855 24,970 $ 23.52 $ 20,030 Board authorization, $ 50 million increase, August 18, 2018 $ 70,030 Quarter ended September 28, 2018 1,424,359 30,348 $ 21.31 $ 39,683 Quarter ended December 28, 2018 1,657,565 29,662 $ 17.89 $ 10,021 Year Ended December 28, 2018 4,339,529 89,980 $ 20.73 $ 10,021 Quarter ended March 29, 2019 97,910 1,599 $ 16.33 $ 8,421 Quarter ended June 28, 2019 — — $ — $ 8,421 Quarter ended September 27, 2019 — — $ — $ 8,421 Quarter ended December 27, 2019 — — $ — $ 8,421 Year ended December 27, 2019 97,910 $ 1,599 $ 16.33 $ 8,421 Note 11 – Share-Based Compensation 2016 Plan In December 2016, we adopted the 2016 Omnibus Incentive Plan (“the 2016 Plan”). The 2016 Plan provides for grants of share‑based awards to employees, directors, and consultants . Under the 2016 Plan, 1,888,000 ordinary shares were reserved for issuance. The number of shares reserved for issuance under the 2016 Plan increases annually beginning in fiscal year 2018 by the lesser of (i) 2 % of the ordinary shares outstanding on the last day of the immediately preceding fiscal year or (ii) such amount determined by our Board of Directors. Awards may be in the form of stock options (“options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards . Forfeited or expired awards are returned to the incentive plan pool for future grants. Options granted under the 2016 Plan generally have a term of 7 years. Vesting of options and RSUs generally occurs 25 % on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. Upon vesting of RSUs, employees may elect to have shares withheld to cover statutory minimum withholding taxes. Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares were never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows. 2012 Plan In March 2012, we adopted the Ichor Holdings Ltd. 2012 Equity Incentive Plan (the “2012 Plan”). Under the 2012 Plan, we could grant either restricted shares, RSUs, or options to employees, directors, and consultants. Options granted under the 2012 Plan generally had a term of 7 years. Vesting of options and RSUs generally occurred 25 % on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. There have been no issuances of equity-based awards under the 2012 Plan since the adoption of the 2016 Plan. Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 9.9 million, $ 8.5 million, and $ 7.6 million during 2020, 2019, and 2018, respectively. F-20 On November 12, 2019, in connection with the transition of our former Chief Executive Officer to Executive Chairman, the Compensation Committee of the Board of Directors modified all outstanding equity awards such that the next 18 months of vesting events would be pulled forward and become immediately vested on January 6, 2020. Consequently, 98,825 options and 60,721 RSUs vested on January 6, 2020. This was accounted for as a probable-to-probable modification under ASC Topic 718, resulting in approximately $ 1.4 million in share-based compensation expense pulled forward into 2019. On January 18, 2018, in connection with the resignation of our former Chief Financial Officer, certain separation benefits became effective, which included a vesting acceleration of all outstanding and unvested stock options and restricted shares. Consequently, 88,445 options and 39,175 RSUs vested on January 18, 2018. This was accounted for as an improbable-to-probable modification under ASC Topic 718, resulting in $ 2.9 million in share-based compensation expense recognized in 2018. Stock Options The table below sets forth the weighted average assumptions used to measure the fair value of options granted: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Weighted average expected term 5 years 5 years 5 years Risk-free interest rate 0.5 % 2.1 % 2.6 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility 61.5 % 55.3 % 52.6 % The following table summarizes option activity: Number of Stock Options Time vesting Performance vesting Weighted average exercise price per share Weighted average remaining contractual term Aggregate intrinsic value (in thousands) Outstanding, December 27, 2019 1,688,938 65,908 $ 20.57 Granted 234,420 — $ 23.67 Exercised ( 514,481 ) — $ 17.20 Forfeited or expired ( 83,051 ) — $ 22.49 Outstanding, December 25, 2020 1,325,826 65,908 $ 22.22 4.6 years $ 11,554 Exercisable, December 25, 2020 604,206 65,908 $ 20.88 3.9 years $ 6,423 Fair value information for options granted and the intrinsic value of options exercised are as follows: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Weighted average grant-date fair value of options granted $ 12.10 $ 11.33 $ 11.81 Total intrinsic value of options exercised $ 7,292 $ 3,619 $ 8,744 At December 25, 2020, total unrecognized share-based compensation expense relating to options was $ 7.4 million, with a weighted average remaining service period of 2.3 years. F-21 Restricted Share Units The following table summarizes RSU activity: Number of Restricted Share Units Time vesting Performance vesting Weighted average grant date fair value per share Unvested, December 27, 2019 389,170 17,730 $ 23.03 Granted 393,830 — $ 24.50 Vested ( 205,029 ) — $ 23.08 Forfeited ( 13,345 ) ( 17,730 ) $ 22.22 Unvested, December 25, 2020 564,626 — $ 24.09 Fair value information for RSUs granted and vested is as follows: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Weighted average grant-date fair value of shares granted $ 24.50 $ 23.25 $ 23.89 Total fair value of shares vested $ 4,731 $ 2,217 $ 2,041 At December 25, 2020, total unrecognized share-based compensation expense relating to RSUs was $ 11.0 million, with a weighted average remaining service period of 2.8 years. 2017 ESPP In May 2017, we adopted the 2017 Employee Stock Purchase Plan (the “2017 ESPP”). The 2017 ESPP grants employees the ability to designate a portion of their base-pay to purchase ordinary shares at a price equal to 85 % of the fair market value of our ordinary shares on the first or last day of each 6 month purchase period. Purchase periods begin on January 1 or July 1 and end on June 30 or December 31, or the next business day if such date is not a business day. Shares are purchased on the last day of the purchase period. As of December 25, 2020, 2.4 million ordinary shares remained eligible for issuance under the 2017 ESPP. The table below sets forth the weighted average assumptions used to measure the fair value of 2017 ESPP rights: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Weighted average expected term 0.5 years 0.5 years 0.5 years Risk-free interest rate 0.7 % 2.3 % 1.9 % Dividend yield 0.0 % 0.0 % 0.0 % Volatility 60.1 % 56.0 % 52.7 % We recognize share-based compensation expense associated with the 2017 ESPP over the duration of the purchase period. We recognized $ 0.4 million, $ 0.3 million, and $ 0.3 million of share-based compensation expense associated with the 2017 ESPP during 2020, 2019, and 2018, respectively. At December 25, 2020, there was no unrecognized share-based compensation expense. Note 12 – Segment Information Our Chief Operating Decision Maker, the Chief Executive Officer, reviews our results of operations on a consolidated level and executive staff is structured by function rather than by product category. Therefore, we operate in one operating segment. Key resources, decisions, and assessment of performance are also analyzed on a company‑wide level. Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia. Our principal markets include North America, Asia and, to a lesser degree, Europe. Sales by geographic area represent sales to unaffiliated customers. F-22 All information on sales by geographic area is based upon the location to which the products were shipped. The following table sets forth sales by geographic area: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 United States of America $ 490,965 $ 329,037 $ 502,750 Singapore 303,444 198,657 224,230 Europe 70,915 56,090 60,688 Other 48,912 37,053 35,943 Total net sales $ 914,236 $ 620,837 $ 823,611 The following table sets forth our two major customers, which comprised 87 %, 85 %, and 88 % of net sales in 2020, 2019, and 2018, respectively: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Lam Research $ 475,933 $ 319,144 $ 458,705 Applied Materials $ 316,082 $ 207,391 $ 262,146 Foreign long-lived assets, exclusive of deferred tax assets, were $ 31.5 million and $ 30.3 million at December 25, 2020 and December 27, 2019, respectively. Note 13 – Earnings per Share The following table sets forth the computation of our basic and diluted net income (loss) per share and a reconciliation of the numerator and denominator used in the calculation: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 Numerator: Net income $ 33,279 $ 10,729 $ 57,883 Denominator: Basic weighted average ordinary shares outstanding 23,172,961 22,418,802 24,706,542 Dilutive effect of options 221,565 259,337 398,590 Dilutive effect of RSUs 61,761 85,603 20,530 Dilutive effect of ESPP 3,818 3,161 2,393 Diluted weighted average ordinary shares outstanding 23,460,105 22,766,903 25,128,055 Earnings per share: Net income: Basic $ 1.44 $ 0.48 $ 2.34 Diluted $ 1.42 $ 0.47 $ 2.30 A combined total of 1,430,000 , 1,588,000 , and 1,320,000 potentially dilutive options and RSUs were excluded from the calculation of net income per share for 2020, 2019, and 2018, respectively, because including them would have been antidilutive under the treasury stock method. F-23 EXHIBIT INDEX The following exhibits are filed with this Form 10‑K or are incorporated herein by reference: Exhibit Number Description of Exhibit 3.1 Amended and Restated Memorandum and Articles of Association of Ichor Holdings, Ltd., effective as of December 9, 2016 (Incorporated by reference to Exhibit 3.1 to Ichor Holdings, Ltd.’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on December 14, 2016). 10.1 Amended and Restated Credit Agreement, dated as of February 14, 2018, by and among Ichor Holdings, LLC, Ichor Systems, Inc., Precision Flow Technologies, Inc., Ajax United Patterns & Molds, Inc., Cal Weld, Inc., Talon Innovations Corporation, and Talon Innovations (FL) Corporation as borrowers, Bank of America, N.A., as administrative agent, and the financial institutions party thereto, as lenders (Incorporated by reference to Exhibit 10.1 to Ichor Holdings, Ltd.’s Current Report on Form 8 K filed with the Securities and Exchange Commission on February 15, 2018). 10.2 + Employment Agreement, dated as of September 19, 2014, by and among Ichor Systems, Inc., Thomas Rohrs and, with respect to Sections 1.2 and 3.4 therein only, Ichor Holdings, Ltd (Incorporated by reference to Exhibit 10.7 to Ichor Holdings, Ltd’s Registration Statement on Form S‑1, filed with the Securities and Exchange Commission on November 14, 2016). 10.3 + Ichor Holdings, Ltd. 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.11 to Ichor Holdings, Ltd’s Amendment No. 2 to Registration Statement on Form S‑1, filed with the Securities and Exchange Commission on November 29, 2016). 10.4 + Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.12 to Ichor Holdings, Ltd’s Amendment No. 2 to Registration Statement on Form S‑1, filed with the Securities and Exchange Commission on November 29, 2016). 10.5 + Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.13 to Ichor Holdings, Ltd’s Amendment No. 2 to Registration Statement on Form S‑1, filed with the Securities and Exchange Commission on November 29, 2016). 10.6 + Form of Nonqualifed Stock Option Agreement (Incorporated by reference to Exhibit 10.14 to Ichor Holdings, Ltd’s Amendment No. 2 Registration Statement on Form S‑1, filed with the Securities and Exchange Commission on November 29, 2016). 10.7 + Offer Letter, dated as of January 8, 2013, by and between Ichor Systems, Inc. and Philip Barros (Incorporated by reference to Exhibit 10.16 to Ichor Holdings, Ltd’s Registration Statement on Form S‑1, filed with the Securities and Exchange Commission on November 14, 2016). 10.8 + Offer Letter, dated as of September 30, 2015, by and between Ichor Systems, Inc. and Philip Barros (Incorporated by reference to Exhibit 10.17 to Ichor Holdings, Ltd’s Registration Statement on Form S‑1, filed with the Securities and Exchange Commission on November 14, 2016). 10.9 + Select Severance Plan, dated as of March 6, 2019, by and among Ichor Holdings, Ltd. and certain officers and directors party thereto (Incorporated by reference to Exhibit 10.9 to Ichor Holdings, Ltd.’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission on March 8, 2019). 10.10 + Offer Letter, dated April 8, 2019, between Ichor Systems, Inc. and Jeffrey Andreson (Incorporated by reference to Exhibit 10.1 to Ichor Holdings, Ltd.’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on April 10, 2019). 10.11 + Offer Letter, dated August 23, 2019, between Ichor Systems, Inc. and Larry Sparks (Incorporated by reference to Exhibit 10.1 to Ichor Holdings, Ltd.’s Current Report on Form 8‑K filed with the Securities and Exchange Commission on September 9, 2019). 10.12 + Letter Agreement, dated November 20, 2019, between Ichor Systems, Inc. and Thomas Rohrs. (Incorporated by reference to Exhibit 10.12 to Ichor Holdings, Ltd.’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission on March 6, 2020). 10.13 + Offer Letter, dated November 20, 2019, between Ichor Systems, Inc. and Jeffrey Andreson (Incorporated by reference to Exhibit 10.12 to Ichor Holdings, Ltd.’s Annual Report on Form 10 K filed with the Securities and Exchange Commission on March 6, 2020). 10.14* + Letter Agreement, dated January 4, 2021, between Ichor Systems, Inc. and Thomas Rohrs. 21.1* List of subsidiaries 23.1* Consent of KPMG LLP 31.1* Certifications of Chief Executive Officer of the Company under Rule 13a‑14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 31.2* Certifications of Chief Financial Officer of the Company under Rule 13a‑14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. 32.1* Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. This certification accompanies this report and shall not, except to the extent required by the Sarbanes‑Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended. 32.2* Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. This certification accompanies this report and shall not, except to the extent required by the Sarbanes‑Oxley Act of 2002, be deemed filed for purposes of §18 of the Securities Exchange Act of 1934, as amended. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith + A management contract or compensatory arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S‑K SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 5, 2021 ICHOR HOLDINGS, LTD. By: /s/ Jeffrey S. Andreson Jeffrey S. Andreson Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Name and Title Date /s/ Jeffrey S. Andreson Jeffrey S. Andreson Chief Executive Officer and Director (Principal Executive Officer) March 5, 2021 /s/ Larry J. Sparks Larry J. Sparks Chief Financial Officer (Principal Accounting and Financial Officer) March 5, 2021 /s/ Thomas M. Rohrs Thomas M. Rohrs Executive Chairman and Director March 5, 2021 /s/ Iain MacKenzie Lead Independent Director March 5, 2021 Iain MacKenzie /s/ Marc Haugen Marc Haugen Director March 5, 2021 /s/ John Kispert Director March 5, 2021 John Kispert /s/ Laura Black Laura Black Director March 5, 2021 /s/ Wendy Arienzo Wendy Arienzo Director March 5, 2021 /s/ Sarah O’Dowd Director March 5, 2021 Sarah O’Dowd