1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (the certifying officers), 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 Securities and Exchange Act, as amended (“the Exchange Act”)) as of December 30, 2022.
+Added: We carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (the certifying officers), 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 December 29, 2023.
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.
−Removed: Based on this evaluation, our certifying officers concluded that, because of the material weakness in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 30, 2022.
+Added: Based on this evaluation, our certifying officers concluded that our disclosure controls and procedures were effective as of December 29, 2023.
Management’s Report on Internal Control Over Financial Reporting
1 unchanged sentence
With the participation of our certifying officers, our management, under the oversight of our Board of Directors, evaluated the effectiveness of our internal control over financial reporting as of December 29, 2023, using the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013).
−Removed: Based on that evaluation, management concluded that our internal control over financial reporting was not effective as of December 30, 2022 due to the material weakness in internal control over financial reporting, described below.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: The identified material weakness related to ineffective information technology general controls (“ITGCs”) in the areas of user access and program change management over an information technology system (“IT System”) that supports our financial reporting process.
+Added: Our internal control over financial reporting is designed to provide reasonable assurance with U.S.
+Added: GAAP and includes those policies and procedures that:
+Added: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and the dispositions of our assets;
+Added: (2) provide reasonable assurance that our transactions are recorded as necessary to permit preparation of the financial statements in accordance with GAAP and that our receipts and expenditures are being made in accordance with appropriate authorizations;
+Added: and (3) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
+Added: Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 29, 2023.
+Added: Remediation of Prior Years' Material Weaknesses
+Added: As disclosed in Item 9A.
+Added: – Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022, we identified a material weakness related to ITGCs in the areas of user access and program change management over an information technology system (“IT System”) that supports our financial reporting process.
We did not have resources within the organization with sufficient levels of information technology knowledge and did not perform risk assessment surrounding the IT System to adequately understand how areas of user access and program change management function within the IT System in order to design and operate ITGCs sufficient to mitigate the identified risks.
−Removed: Our automated and manual business process controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.
−Removed: The material weakness did not result in any identified misstatements to the financial statements, and there were no changes to previously released financial results.
−Removed: Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10‑K, issued an adverse opinion on the effectiveness of our internal control over financial reporting.
−Removed: KPMG LLP’s report appears on page F-3 of this Annual Report on Form 10‑K.
−Removed: Management is taking steps to remediate the ITGC deficiency and will continue to take measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.
−Removed: The remediation actions include enhancing the existing IT compliance function with resources that have the experience and skillset to understand relevant risks to the IT system in order to develop processes and controls to respond to these risks.
−Removed: Remediation Efforts Towards Prior Year Material Weaknesses
−Removed: As discussed in our Annual Report on Form 10‑K filed for the year ended December 31, 2021, management had identified material weaknesses related to ineffective ITGCs in the areas of user access and program change management over certain IT Systems that support our financial reporting processes.
−Removed: During 2022, we made progress towards remediation of the material weaknesses identified in the prior year.
−Removed: Specifically, management designed and documented ITGC processes and procedures over user access and change management controls and maintained evidence over the operation of these controls.
−Removed: While we have made progress on remediation plans, we require additional time to complete the design and implementation of our remediation plans and to demonstrate the effectiveness of our remediation efforts regarding user access and program change management.
−Removed: The weakness will not be considered remediated until the applicable controls operate for a sufficient period-of-time and management has concluded, through testing, that the control objective is achieved and are operating effectively.
−Removed: We expect that the remediation of this material weakness will be completed prior to the end of fiscal 2023 .
+Added: As of December 29, 2023, management has completed the implementation of our remediation efforts of the material weakness described above.
+Added: During the fiscal year ended December 29, 2023, we implemented our material weakness remediation plan that included:
+Added: (i) modification of business and IT user roles to restrict system change access for key setup and configurations related to the operation of automated system controls;
+Added: (ii) implementation of a technology tool to approve, monitor and review changes by business users to certain setup and maintenance activities which can have a material impact on the operation of automated system controls;
+Added: and (iii) enhanced our internal control function with additional resources and developed and provided training for control owners and operators including the principles and requirements of the control activities.
+Added: During the fourth quarter of 2023, we completed our testing of the operating effectiveness of the implemented controls and found them to be effective.
+Added: As a result we have concluded the material weakness has been remediated as of December 29, 2023.
+Added: Our independent registered public accounting firm, KPMG, LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting, which is included in Item 8.
+Added: - Financial Statements and Supplementary Data of this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
−Removed: Other than the material weakness identified during the quarter, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) that occurred during the fourth quarter of December 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than the changes in connection with our implementation of the material weakness remediation plan discussed above, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) or 15d‑15(f) of the Exchange Act) that occurred during the fourth quarter of December 29, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls and Procedures
4 unchanged sentences
OTHER INFORMATION
+Added: During the fourth quarter of 2023, none of our directors or officers (as defined in Section 16 of the Exchange Act), adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408 of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
4 unchanged sentences
The Code of Conduct is available on our investor relations website at ir.ichorsystems.com .
−Removed: 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.
+Added: We intend to post on our investor relations website 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.
EXECUTIVE COMPENSATION
4 unchanged sentences
The information required by this item is incorporated by reference to our Proxy Statement for our 2024 General Meeting to be filed with the SEC within 120 days after the close of the year ended December 29, 2023.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to our Proxy Statement for our 2024 General Meeting to be filed with the SEC within 120 days after the close of the year ended December 29, 2023.
−Removed: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
−Removed: The following documents are filed as a part of this report:
+Added: EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
+Added: (a) The following documents are filed as a part of this report:
(1) Financial Statements.
−Removed: The following Consolidated Financial Statements are filed as part of this report under Item 8 – Financial Statements and Supplementary Data .
+Added: The following Consolidated Financial Statements are filed as part of this report under Item 8.
+Added: – Financial Statements and Supplementary Data .
Reports of Independent Registered Public Accounting Firm ( KPMG LLP , Portland, Oregon , PCAOB ID:
4 unchanged sentences
Notes to Consolidated Financial Statements
+Added: (2) Financial Statement Schedules.
+Added: All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes thereto.
+Added: (3) Exhibits.
Exhibits are listed on the Exhibit Index at the end of this report.
4 unchanged sentences
Ichor Holdings, Ltd.:
+Added: Opinion on Internal Control over Financial Reporting
+Added: We have audited Ichor Holdings, Ltd.
+Added: and subsidiaries' (the Company) internal control over financial reporting as of December 29, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 29, 2023 and December 30, 2022, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 29, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: Basis for Opinion
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
+Added: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
+Added: We conducted our audit in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: Our audit also included performing such other procedures as we considered necessary in the circumstances.
+Added: We believe that our audit provides a reasonable basis for our opinion.
+Added: Definition and Limitations of Internal Control Over Financial Reporting
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, 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 the policies or procedures may deteriorate.
+Added: Portland, Oregon
+Added: February 23, 2024
+Added: Report of Independent Registered Public Accounting Firm
+Added: To the Shareholders and Board of Directors
+Added: Ichor Holdings, Ltd.:
Opinion on the Consolidated Financial Statements
3 unchanged sentences
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2023 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 29, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 23, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
20 unchanged sentences
We identified the evaluation of excess and obsolete inventory as a critical audit matter.
−Removed: There was subjective auditor judgement in evaluating whether historical consumption and recent purchases reasonably indicate future consumption used by the Company in their determination that inventory is recorded at the lower of its cost or net realizable value.
+Added: There was subjective auditor judgement in evaluating whether historical consumption reasonably indicates future consumption used by the Company in their determination that inventory is recorded at the lower of its cost or net realizable value.
The following are the primary procedures we performed to address the critical audit matter.
−Removed: We evaluated whether historical consumption and recent purchases reasonably indicate future consumption by (1) examining historical write-down trends;
+Added: We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s excess and obsolete inventory process, including the determination of the assumptions used to predict future consumption of inventory.
+Added: We evaluated whether historical consumption reasonably indicates future consumption by (1) examining historical write-down trends;
(2) inspecting publicly available industry and market information to assess relevant changes to the overall business environment;
3 unchanged sentences
February 23, 2024
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Shareholders and Board of Directors
ICHOR HOLDINGS, LTD.
−Removed: Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Ichor Holdings, Ltd.
−Removed: and subsidiaries’ (the Company) internal control over financial reporting as of December 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 30, 2022 and December 31, 2021, the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 30, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2023 expressed an unqualified opinion on those consolidated financial statements.
−Removed: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: A material weakness related to ineffective information technology general controls (ITGCs) in the areas of user access and program change-management over a certain information technology (IT) system that supports the Company’s financial reporting processes has been identified and included in management’s assessment.
−Removed: The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
−Removed: Our audit also included performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, 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 the policies or procedures may deteriorate.
−Removed: Portland, Oregon
−Removed: February 24, 2023
−Removed: ICHOR HOLDINGS, LTD.
Consolidated Balance Sheets
(dollars in thousands, except per share data)
+Added: 2023 December 30,
Current assets:
1 unchanged sentence
Accounts receivable, net 66,721 136,321
+Added: Inventories 245,885 283,660
Prepaid expenses and other current assets 8,804 7,007
5 unchanged sentences
Intangible assets, net 57,288 72,022
+Added: Goodwill 335,402 335,402
+Added: Total assets $ 938,481 $ 1,083,742
Liabilities and Shareholders’ Equity
18 unchanged sentences
29,435,398 and 28,861,949 shares outstanding, respectively;
−Removed: 33,299,388 32,988,599 shares issued, respectively)
+Added: 33,872,837 and 33,299,388 shares issued, respectively)
Additional paid in capital 451,581 431,415
Treasury shares at cost ( 4,437,439 shares)
+Added: ( 91,578 ) ( 91,578 )
Retained earnings 204,671 247,656
5 unchanged sentences
(dollars in thousands, except per share data)
+Added: 2023 December 30,
+Added: 2022 December 31,
+Added: Net sales $ 811,120 $ 1,280,069 $ 1,096,917
Cost of sales 707,724 1,068,205 919,437
+Added: Gross profit 103,396 211,864 177,480
Operating expenses:
3 unchanged sentences
Total operating expenses 114,291 126,041 96,466
−Removed: Operating income
+Added: Operating income (loss) ( 10,895 ) 85,823 81,014
Interest expense, net 19,379 11,056 6,451
Other expense (income), net 804 ( 563 ) 807
−Removed: Income before income taxes
−Removed: Income tax expense (benefit)
−Removed: Net income per share:
−Removed: Shares used to compute net income per share:
+Added: Income (loss) before income taxes ( 31,078 ) 75,330 73,756
+Added: Income tax expense 11,907 2,526 2,857
+Added: Net income (loss) $ ( 42,985 ) $ 72,804 $ 70,899
+Added: Net income (loss) per share
+Added: Basic $ ( 1.47 ) $ 2.54 $ 2.51
+Added: Diluted $ ( 1.47 ) $ 2.51 $ 2.45
+Added: Shares used to compute Net income (loss) per share:
+Added: Basic 29,200,796 28,714,550 28,259,607
+Added: Diluted 29,200,796 28,963,031 28,979,352
See accompanying notes to consolidated financial statements.
2 unchanged sentences
(dollars in thousands)
−Removed: Ordinary Shares
−Removed: Treasury Shares
+Added: Ordinary Shares Additional
+Added: Capital Treasury
+Added: Shares Retained
+Added: Earnings Total
Shareholders'
+Added: Shares Amount Shares Amount
Balance at December 25, 2020 27,907,077 $ 3 $ 399,311 4,437,439 $ ( 91,578 ) $ 103,953 $ 411,689
−Removed: Ordinary shares issued, net of transaction costs
Ordinary shares issued from exercise of stock options 410,558 — 8,288 — — — 8,288
2 unchanged sentences
Share-based compensation expense — — 11,473 — — — 11,473
+Added: Net income — — — — — 70,899 70,899
Balance at December 31, 2021 28,551,160 3 417,438 4,437,439 ( 91,578 ) 174,852 500,715
3 unchanged sentences
Share-based compensation expense — — 13,924 — — — 13,924
+Added: Net income — — — — — 72,804 72,804
Balance at December 30, 2022 28,861,949 3 431,415 4,437,439 ( 91,578 ) 247,656 587,496
3 unchanged sentences
Share-based compensation expense — — 17,338 — — — 17,338
+Added: Net loss — — — — ( 42,985 ) ( 42,985 )
Balance at December 29, 2023 29,435,398 $ 3 $ 451,581 4,437,439 $ ( 91,578 ) $ 204,671 $ 564,677
3 unchanged sentences
(in thousands)
+Added: 2023 December 30,
+Added: 2022 December 31,
Cash flows from operating activities:
−Removed: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Net income (loss) $ ( 42,985 ) $ 72,804 $ 70,899
+Added: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 34,577 35,100 25,992
2 unchanged sentences
Amortization of debt issuance costs 465 465 883
−Removed: (Gain) loss on sale of asset disposal group
Loss on extinguishment of debt — — 737
+Added: Gain on sale of asset disposal group — — ( 504 )
+Added: Other — — 484
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net 69,600 6,669 ( 33,454 )
+Added: Inventories 37,775 ( 47,527 ) ( 89,249 )
Prepaid expenses and other assets 10,204 4,508 786
11 unchanged sentences
Cash flows from financing activities:
−Removed: Issuance of ordinary shares, net of fees
Issuance of ordinary shares under share-based compensation plans 7,521 3,768 9,664
5 unchanged sentences
Repayments on term loan ( 7,500 ) ( 7,500 ) ( 97,300 )
−Removed: Net cash provided by financing activities
+Added: Net cash provided by (used in) financing activities ( 48,651 ) 8,455 96,909
Net increase (decrease) in cash ( 6,515 ) 10,975 ( 177,404 )
9 unchanged sentences
ICHOR HOLDINGS, LTD.
−Removed: Notes to Financial Statements
+Added: Notes to Consolidated Financial Statements
(dollar figures in tables in thousands, except per share data)
3 unchanged sentences
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.
+Added: We also provide precision-machined components, weldments, electron beam (“e‑beam”) and laser-welded components, precision vacuum and hydrogen brazing, and surface treatment technologies, and other proprietary products.
We are headquartered in Fremont, California and have operations in the United States, the United Kingdom, Singapore, Malaysia, Korea, and Mexico.
15 unchanged sentences
Actual results could differ from the estimates made by management.
−Removed: Significant estimates include inventory valuation, uncertain tax positions, fair value assigned to stock options granted, and impairment analyses for both definite‑lived intangible assets and goodwill .
+Added: Significant estimates include inventory valuation, uncertain tax positions, including valuation allowance on deferred tax assets, and impairment analyses for both definite‑lived intangible assets and goodwill.
Cash and Cash Equivalents and Marketable Securities
7 unchanged sentences
Unrealized gains and losses not attributable to credit losses are included, net of tax, in accumulated other comprehensive income (loss).
−Removed: We have no t recorded an allowance for credit losses in 2022 or 2021.
+Added: We have not recorded an allowance for credit losses in 2023, 2022, or 2021.
Revenue Recognition
9 unchanged sentences
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.
−Removed: Most of our contracts contain a single performance obligation and are generally completed within twelve months .
−Removed: 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.
+Added: Most of our contracts contain a single performance obligation and are generally completed within 12 months.
+Added: Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which is generally at the time of shipment, as that is when control of the promised good has transferred.
Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications.
2 unchanged sentences
Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts.
−Removed: Payment terms vary by customer but are generally due within 15 – 60 days .
+Added: Payment terms vary by customer but are generally due within 15 to 60 days .
Historically, we have not incurred significant payment issues with our customers.
4 unchanged sentences
Concentrations
−Removed: Financial instruments that subject us to credit risk consist of accounts receivable, accounts payable, and long-term debt.
−Removed: At December 30, 2022 and December 31, 2021, three and two customers represented, in the aggregate, approximately 70 % and 60 %, respectively, of the balance of accounts receivable.
+Added: Financial instruments that subject us to concentration risk consist of accounts receivable, accounts payable, and long-term debt.
+Added: At December 29, 2023 and December 30, 2022, three customers represented, in the aggregate, approximately 63 % and 70 %, respectively, of the balance of accounts receivable.
We establish an allowance for doubtful accounts based upon the credit risk of specific customers, historical trends, and other information.
8 unchanged sentences
An interruption in the supply of a particular component would have a temporary adverse impact on our operating results.
−Removed: We maintain cash balances at both United States-based and foreign-based commercial banks.
+Added: We maintain cash balances at global systematically important banks ("G-SIBs") in both United States and internationally.
Cash balances in the United States exceed amounts that are insured by the Federal Deposit Insurance Corporation ("FDIC").
33 unchanged sentences
Estimated useful lives of property & equipment
−Removed: Leasehold improvements
−Removed: Computer software, hardware, and equipment
−Removed: Office furniture, fixtures, and equipment
+Added: Machinery 5 - 10 years
+Added: Leasehold improvements 10 years
+Added: Computer software, hardware, and equipment 3 - 5 years
+Added: Office furniture, fixtures, and equipment 5 - 7 years
+Added: 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.
25 unchanged sentences
Estimated useful lives of intangible assets
−Removed: Customer relationships
−Removed: Developed technology
+Added: Customer relationships 6 - 10 years
+Added: Developed technology 10 years
Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
12 unchanged sentences
Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
−Removed: Income tax expense 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.
10 unchanged sentences
Accounting Pronouncements Recently Issued
−Removed: In October 2021, the FASB issued ASU No.
−Removed: 2021‑08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805) .
−Removed: This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606.
−Removed: At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts.
−Removed: The ASU is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years.
−Removed: Adoption of the ASU should be applied prospectively.
−Removed: Early adoption is also permitted, including adoption in an interim period.
−Removed: If early adopted, the amendments are applied retrospectively to all business combinations for which the acquisition date occurred during the fiscal year of adoption.
−Removed: This ASU is currently not expected to have a material impact on our consolidated financial statements.
+Added: In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280).
+Added: This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.
+Added: The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (CODM), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.
+Added: The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.
+Added: The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements.
+Added: We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.
+Added: In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) .
+Added: The ASU is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures.
+Added: The ASU requires a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories.
+Added: The ASU also requires a public entity to provide a qualitative description of the states and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign taxes as well as by individual jurisdictions.
+Added: The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted.
+Added: We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.
Note 2 – Acquisitions
5 unchanged sentences
Accounts receivable 8,559
+Added: Inventories 12,128
Prepaid expenses and other current assets 579
2 unchanged sentences
Intangible assets 65,000
+Added: Goodwill 160,515
Accounts payable ( 3,853 )
8 unchanged sentences
Total acquisition consideration reflects a $ 0.5 million reduction for a working capital adjustment that was finalized in 2022, prior to the end of the measurement period.
−Removed: Our consolidated statement of operations for 2021 includes approximately 6 weeks operating activity of IMG, including sales of $ 7.3 million.
−Removed: The following unaudited pro forma consolidated results of operations assume the acquisition was completed on December 26, 2020, the beginning of the earliest period presented.
+Added: Our consolidated statement of operations for 2021 includes approximately 6 weeks of operating activity of IMG, including sales of $ 7.3 million.
+Added: The following table is the unaudited pro forma consolidated results of operations.
Pro forma adjustments are primarily comprised of preliminary estimates of amortization expense related to acquired intangible assets, incremental interest expense from increased borrowings to fund the acquisition and the elimination of IMG’s historical interest expense, elimination of IMG’s non-recurring management expenses, elimination of a gain on forgiveness of debt, acquired inventory fair value charges, the related income tax effects, and other insignificant management adjustments.
The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved or of results that may occur in the future.
+Added: Net sales $ 1,156,619
+Added: Net income $ 74,531
Net income per share:
−Removed: Nogales, Mexico Precision Machining Acquisition
−Removed: 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.
−Removed: The acquisition adds to our precision machined component manufacturing capacity.
−Removed: 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.
+Added: Diluted $ 2.57
Note 3 – Inventories
Inventories consist of the following:
+Added: 2023 December 30,
Raw materials $ 190,027 $ 197,726
17 unchanged sentences
Property and equipment consist of the following:
+Added: 2023 December 30,
+Added: Machinery $ 113,529 $ 90,507
Leasehold improvements 46,129 43,129
1 unchanged sentence
Office furniture, fixtures, and equipment 1,320 1,337
+Added: Vehicles 396 401
Construction-in-process 4,216 19,869
+Added: 175,906 164,907
Less accumulated depreciation ( 83,151 ) ( 66,852 )
6 unchanged sentences
The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 8.1 million and $ 8.1 million as of December 29, 2023 and December 30, 2022, respectively, and is included in other assets on our consolidated balance sheets.
−Removed: The related amortization expense was $ 0.9 million and $ 0.3 million during 2022 and 2021, respectively, and is included in selling, general, and administrative expense on our consolidated statements of operations.
+Added: The related amortization expense was $ 1.1 million, $ 0.9 million, and $ 0.3 million during 2023, 2022, and 2021, respectively, and is included in selling, general, and administrative expense on our consolidated statements of operations.
Note 5 – Intangible Assets and Goodwill
1 unchanged sentence
December 29, 2023
−Removed: Customer relationships
−Removed: Developed technology
+Added: Gross value Accumulated
+Added: amortization Accumulated
+Added: charges Carrying
+Added: amount Weighted
+Added: Customer relationships $ 105,542 $ ( 53,680 ) $ — $ 51,862 8.7 years
+Added: Developed technology 11,047 ( 5,621 ) — 5,426 10.0 years
Total intangible assets $ 116,589 $ ( 59,301 ) $ — $ 57,288
December 30, 2022
−Removed: Customer relationships
−Removed: Developed technology
−Removed: Order backlog
+Added: Gross value Accumulated
+Added: amortization Accumulated
+Added: charges Carrying
+Added: amount Weighted
+Added: Customer relationships $ 117,022 $ ( 51,337 ) $ — $ 65,685 8.4 years
+Added: Developed technology 11,047 ( 4,710 ) — 6,337 10.0 years
Total intangible assets $ 128,069 $ ( 56,047 ) $ — $ 72,022
Future projected annual amortization expense consists of the following:
+Added: Thereafter 18,330
The following tables present the changes to goodwill:
Balance at December 25, 2020 $ 174,887
+Added: Acquisitions 161,015
Balance at December 31, 2021 335,902
+Added: Acquisitions ( 500 )
Balance at December 30, 2022 335,402
+Added: Acquisitions —
Balance at December 29, 2023 $ 335,402
5 unchanged sentences
The components of lease expense are as follows:
+Added: 2023 December 30,
+Added: 2022 December 31,
Operating lease cost $ 9,656 $ 8,760 $ 5,763
Supplemental cash flow information related to leases is as follows:
+Added: 2023 December 30,
+Added: 2022 December 31,
Cash paid for amounts included in the measurement of lease liabilities:
1 unchanged sentence
Supplemental balance sheet information related to leases is as follows:
−Removed: Weighted-average remaining lease term of operating leases
+Added: 2023 December 30,
+Added: Weighted-average remaining lease term of operating leases 4.6 years 5.3 years
Weighted-average discount rate of operating leases 3.4 % 3.0 %
Future minimum lease payments under non-cancellable leases as of December 29, 2023 are as follows:
+Added: Thereafter 2,955
Total future minimum lease payments 40,754
2 unchanged sentences
Note 7 – Income Taxes
−Removed: Income before tax was as follows:
+Added: Income (loss) before tax was as follows:
+Added: 2023 December 30,
+Added: 2022 December 31,
United States $ ( 69,040 ) $ ( 353 ) $ 13,435
−Removed: Income before tax
+Added: Foreign 37,962 75,683 60,321
+Added: Income (loss) before tax $ ( 31,078 ) $ 75,330 $ 73,756
Significant components of income tax expense (benefit) consist of the following:
+Added: 2023 December 30,
+Added: 2022 December 31,
+Added: Federal $ ( 56 ) $ 1,605 $ 430
+Added: State 16 912 1,524
+Added: Foreign 2,633 3,224 2,766
Total current tax expense 2,593 5,741 4,720
−Removed: Total deferred tax benefit
−Removed: Income tax expense (benefit)
+Added: Federal 8,471 ( 2,604 ) ( 889 )
+Added: State 1,529 ( 45 ) ( 771 )
+Added: Foreign ( 686 ) ( 566 ) ( 203 )
+Added: Total deferred tax expense (benefit) 9,314 ( 3,215 ) ( 1,863 )
+Added: Income tax expense $ 11,907 $ 2,526 $ 2,857
The reconciliation of income tax computed at the U.S.
federal statutory tax rates to income tax expense (benefit) consist of the following:
+Added: 2023 December 30,
+Added: 2022 December 31,
Effective rate reconciliation:
3 unchanged sentences
Foreign rate differential ( 1,190 ) ( 2,595 ) ( 1,897 )
+Added: Tax holiday ( 4,962 ) ( 11,676 ) ( 9,653 )
+Added: Credits ( 1,661 ) ( 1,882 ) ( 1,647 )
Tax contingencies ( 331 ) 462 482
1 unchanged sentence
Withholding tax 717 1,170 1,044
+Added: Other, net ( 763 ) 112 385
Valuation allowance 27,531 ( 50 ) 37
−Removed: Income tax expense (benefit)
+Added: Income tax expense $ 11,907 $ 2,526 $ 2,857
Deferred income tax assets and liabilities consist of the following:
+Added: 2023 December 30,
Deferred tax assets:
+Added: Inventory $ 7,962 $ 6,648
Share-based compensation 3,563 3,027
1 unchanged sentence
Net operating loss carryforwards 8,092 528
+Added: Tax credits 4,987 2,525
+Added: Interest carryforwards 4,099 —
Capitalized research expenses 7,096 3,746
1 unchanged sentence
Operating lease liabilities 9,379 10,247
+Added: Other assets 663 1,531
Deferred tax assets 49,905 32,535
8 unchanged sentences
Net deferred tax asset $ 1,979 $ 11,293
−Removed: At December 30, 2022, we had federal, state, and foreign net operating loss carryforwards of zero , $ 2.1 million, and $ 1.7 million respectively.
−Removed: The state and foreign net operating loss carryforwards, if not utilized, will begin to expire in 2032, and 2029, respectively.
−Removed: At December 30, 2022, we had federal research and development credits of $ 0.2 million.
−Removed: The federal research and development credits, if not utilized, will begin to expire in 2042.
−Removed: 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.
−Removed: As of December 30, 2022, we believe it is more-likely-than-not that we will realize our 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.
+Added: At December 29, 2023, we had federal and state net operating loss carryforwards of $ 31.1 million, $ 25.1 million, respectively.
+Added: The federal net operating losses may be carried forward indefinitely to offset up to 80% of taxable income in any given year.
+Added: The state net operating loss carryforwards, if not utilized, will begin to expire in 2032.
+Added: At December 29, 2023, we had federal research and development credits of $ 1.7 million, which, if not utilized, will begin to expire in 2028.
+Added: At December 29, 2023, we had foreign tax credits of $ 1.3 million, which, if not utilized, will begin to expire in 2032.
+Added: Income tax expense for the current year differs from the statutory rate primarily as a result of the valuation allowance, impact of foreign operations and discrete tax benefits recorded in connection with our historical acquisitions and stock option exercises.
+Added: We have determined the amount of our valuation allowance of $ 11.1 million based on our estimates of taxable income by jurisdiction in which we operate over the periods in which the related deferred tax assets will be recoverable.
+Added: As of December 29, 2023, we determined it is not more-likely-than-not that our U.S.
+Added: entities will generate sufficient taxable income to offset reversing deductible timing differences and to fully utilize carryforward tax attributes.
+Added: Accordingly, we have recorded a valuation allowance against U.S.
+Added: federal and state deferred tax assets, net of deferred tax liabilities related to indefinite-lived intangible assets for which no future realization can be expected.
In December 2017, the Tax Cuts and Jobs Act (the "2017 Tax Act") was enacted.
1 unchanged sentence
Prior to 2022 research and development costs could be either expensed or capitalized.
−Removed: Accordingly, we began capitalizing research and development costs in 2022.
+Added: Beginning with the 2022 tax year, the research and development costs have been capitalized according to these provisions.
We were granted a tax holiday for our Singapore operations that is effective through 2026.
3 unchanged sentences
If recognized, $ 3.1 million of this amount would impact our effective tax rate.
−Removed: We expect a decrease of $ 0.1 million to the total amount of unrecognized tax benefits within the next twelve months.
−Removed: Our ongoing practice is to recognize potential accrued interest and penalties related to unrecognized tax benefits within our statements of operations in income tax expense (benefit).
+Added: We expect a decrease of $ 0.1 million to the total amount of unrecognized tax benefits within the next 12 months.
+Added: Our ongoing practice is to recognize potential accrued interest and penalties related to unrecognized tax benefits within our statements of operations in income tax expense.
+Added: During 2023, we recognized a net decrease of approximately $ 0.2 million in potential interest and penalties associated with uncertain tax positions in the statements of operations.
At December 29, 2023, other non-current liabilities on our balance sheet included approximately zero and $ 0.5 million of interest and penalties, respectively, associated with uncertain tax positions, which are excluded from the unrecognized tax benefits table below.
2 unchanged sentences
Increase related to current year tax positions 597
−Removed: Increase related to prior year tax positions
Decrease in tax positions related to lapse of statute of limitations ( 92 )
5 unchanged sentences
Decrease in tax positions related to lapse of statute of limitations ( 10 )
+Added: Decrease in tax positions related to settlements ( 916 )
Balance at December 29, 2023 $ 3,157
16 unchanged sentences
Long-term debt consists of the following:
+Added: 2023 December 30,
+Added: Term loan $ 135,000 $ 142,500
Revolving credit facility 115,000 160,000
5 unchanged sentences
Maturities of long-term debt consist of the following:
+Added: Total $ 250,000
The weighted average interest rate across our credit facilities was 6.80 %, 3.37 %, and 2.74 % during 2023, 2022, and 2021, respectively.
14 unchanged sentences
At December 29, 2023, our credit facilities bore interest under the BSBY rate option of 7.58 %.
−Removed: Note 10 – Shareholders’ Equity
−Removed: Public Offering of Shares
−Removed: 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.
Note 10 – Share-Based Compensation
13 unchanged sentences
Options granted under the 2016 Plan have a contractual term of 7 years.
−Removed: The table below sets forth the weighted average assumptions used to measure the fair value of options granted:
−Removed: Weighted average expected term
−Removed: Risk-free interest rate
−Removed: Dividend yield
The following table summarizes option activity:
Number of Stock Options
−Removed: Weighted average exercise price per share
−Removed: Weighted average remaining contractual term
−Removed: Aggregate intrinsic value
+Added: condition Weighted average exercise price
+Added: per share Weighted average remaining
+Added: contractual term Aggregate intrinsic value
Outstanding, December 30, 2022 805,115 $ 23.35
+Added: Exercised ( 215,884 ) $ 20.69
Forfeited or expired ( 7,068 ) $ 21.84
−Removed: Outstanding, December 30, 2022
−Removed: Exercisable, December 30, 2022
+Added: Outstanding, December 29, 2023 582,163 $ 24.36 2.0 years $ 5,399
+Added: Exercisable, December 29, 2023 566,312 $ 24.39 2.0 years $ 5,235
Fair value information for options granted and the intrinsic value of options exercised are as follows:
−Removed: Weighted average grant-date fair value of options granted
+Added: 2023 December 30,
+Added: 2022 December 31,
Total intrinsic value of options exercised $ 3,041 $ 1,232 $ 11,859
6 unchanged sentences
Upon vesting of RSUs, employees may elect to have shares withheld to cover statutory minimum withholding taxes.
−Removed: Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares were ne ver issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows.
+Added: Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares were never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows.
The following table summarizes RSU activity:
Number of Restricted Share Units
−Removed: Weighted average grant-date fair value per share
+Added: condition Performance
+Added: condition Market
+Added: condition Weighted average grant-date fair
+Added: value per share
Unvested, December 30, 2022 860,595 57,562 86,342 $ 30.26
+Added: Granted 679,085 47,433 96,301 $ 30.70
+Added: Vested ( 383,816 ) — — $ 30.09
+Added: Forfeited ( 67,781 ) ( 7,696 ) ( 11,542 ) $ 30.91
Unvested, December 29, 2023 1,088,083 97,299 171,101 $ 30.37
Fair value information for RSUs granted and vested is as follows:
+Added: 2023 December 30,
+Added: 2022 December 31,
Weighted average grant-date fair value per share of RSUs granted $ 30.70 $ 27.24 $ 49.59
7 unchanged sentences
The table below sets forth the weighted average assumptions used to measure the fair value of 2017 ESPP rights:
−Removed: Weighted average expected term
+Added: 2023 December 30,
+Added: 2022 December 31,
+Added: Weighted average expected term 0.5 years 0.5 years 0.5 years
Risk-free interest rate 5.1 % 1.4 % 0.1 %
Dividend yield 0.0 % 0.0 % 0.0 %
+Added: Volatility 63.4 % 63.8 % 63.7 %
We recognize share-based compensation expense associated with the 2017 ESPP over the duration of the purchase period.
8 unchanged sentences
The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the products were shipped:
+Added: 2023 December 30,
+Added: 2022 December 31,
United States of America $ 281,298 $ 572,129 $ 544,109
+Added: Singapore 318,790 460,569 383,278
+Added: Europe 116,316 109,547 78,745
+Added: Other 94,716 137,824 90,785
Total net sales $ 811,120 $ 1,280,069 $ 1,096,917
−Removed: The following table sets forth our two major customers, which comprised 79 %, 85 %, and 87 % of net sales in 2022, 2021, and 2020, respectively:
+Added: The following table sets forth our major customers with 10% or more of sales, which comprised 82 %, 79 %, and 85 % of net sales in 2023, 2022, and 2021, respectively:
+Added: 2023 December 30,
+Added: 2022 December 31,
Applied Materials $ 295,082 $ 396,261 $ 352,077
+Added: Lam Research $ 286,836 $ 616,391 $ 579,009
+Added: ASML (1) $ 85,589 -- --
+Added: (1) ASML did not represent 10% or more of sales in 2022 and 2021 .
Foreign long-lived assets, exclusive of deferred tax assets, were $ 48.2 million and $ 52.8 million at December 29, 2023 and December 30, 2022, respectively.
1 unchanged sentence
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:
+Added: 2023 December 30,
+Added: 2022 December 31,
+Added: Net income (loss) $ ( 42,985 ) $ 72,804 $ 70,899
Basic weighted average ordinary shares outstanding 29,200,796 28,714,550 28,259,607
5 unchanged sentences
Earnings per share:
+Added: Net income (loss) per share:
+Added: Basic $ ( 1.47 ) $ 2.54 $ 2.51
+Added: Diluted $ ( 1.47 ) $ 2.51 $ 2.45
(1) Represents potentially dilutive options and RSUs that were excluded from the calculation of net income per share, because including them would have been antidilutive under the treasury stock method.
1 unchanged sentence
The following exhibits are filed with this Form 10‑K or are incorporated herein by reference:
−Removed: Description of Exhibit
+Added: Number Description of Exhibit
2.1 Agreement and Plan of Merger, dated November 11, 2021, by and among Ichor Systems, Inc., Incline Merger Sub, LLC, IMG Companies, LLC, and Brian J.
Miller (solely in his capacity as the Equityholders’ Representative thereunder) (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 November 16, 2021).
−Removed: Amended and Restated Memorandum and Articles of Association of Ichor Holdings, Ltd., effective as of May 24, 2022.
+Added: 3.1 Amended and Restated Memorandum and Articles of Association of Ichor Holdings, Ltd., effective as of May 24, 2022 (Incorporated by reference to Exhibit 3.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023).
4.1 Description of Securities of Ichor Holdings, Ltd.
+Added: (Incorporated by reference to Exhibit 4.1 to Ichor Holdings, Ltd.'s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023).
10.1 Amended and Restated Credit Agreement, dated as of October 29, 2021, by and among Icicle Acquisition Holding B.V., Ichor Holdings, LLC, and Ichor Systems, Inc.
7 unchanged sentences
2 to Registration Statement on Form S‑1 filed with the Securities and Exchange Commission on November 29, 2016).
−Removed: Form of Nonqualifed Stock Option Agreement (Incorporated by reference to Exhibit 10.14 to Ichor Holdings, Ltd.’s Amendment No.
+Added: 10.5+ Form of Nonqualified 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).
11 unchanged sentences
and Thomas Rohrs (Incorporated by reference to Exhibit 10.11 to Ichor Holdings, Ltd.’s Annual Report on Form 10‑K filed with the Securities and Exchange Commission on February 28, 2022).
−Removed: Offer letter, dated November 15, 2022, between Ichor Systems, Inc.
+Added: 10.12+* Offer Letter, dated April 24, 2019, between Ichor Systems, Inc.
+Added: and Christopher Smith.
+Added: 10.13+ Offer L etter, dated November 15, 2022, between Ichor Systems, Inc.
and Bruce Ragsdale (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 November 28, 2022).
+Added: 10.14+ Offer Letter, dated July 6, 2023, between Ichor Systems, Inc.
+Added: and Gregory F.
+Added: Swyt ( I ncorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 10, 2023).
21.1* List of subsidiaries .
8 unchanged sentences
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.
−Removed: 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.
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: 97.1* Ichor Holdings, L td .
+Added: Clawback Policy .
+Added: 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.
+Added: 101.SCH* Inline XBRL Taxonomy Extension Schema Document.
+Added: 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 104* Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101).
+Added: _____________________________________________
* Filed herewith
7 unchanged sentences
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.
−Removed: Name and Title
+Added: Signature Name and Title Date
/s/ Jeffrey S.
−Removed: Chief Executive Officer and Director (Principal Executive Officer)
−Removed: February 24, 2023
−Removed: Chief Financial Officer (Principal Accounting and Financial Officer)
−Removed: February 24, 2023
+Added: Andreson Chief Executive Officer and Director (Principal Executive Officer) February 23, 2024
+Added: /s/ Greg Swyt Chief Financial Officer (Principal Accounting and Financial Officer) February 23, 2024
/s/ Thomas M.
−Removed: Executive Chairman and Director
−Removed: February 24, 2023
−Removed: /s/ Iain MacKenzie
−Removed: Lead Independent Director
−Removed: February 24, 2023
+Added: Rohrs Executive Chairman and Director February 23, 2024
+Added: /s/ Iain MacKenzie Lead Independent Director February 23, 2024
Iain MacKenzie
−Removed: /s/ Marc Haugen
−Removed: February 24, 2023
−Removed: /s/ John Kispert
−Removed: February 24, 2023
−Removed: /s/ Laura Black
−Removed: February 24, 2023
−Removed: /s/ Wendy Arienzo
+Added: /s/ Marc Haugen Director February 23, 2024
+Added: /s/ John Kispert Director February 23, 2024
+Added: /s/ Laura Black Director February 23, 2024
+Added: /s/ Wendy Arienzo Director February 23, 2024
Wendy Arienzo
−Removed: February 24, 2023
−Removed: /s/ Sarah O’Dowd
−Removed: February 24, 2023
−Removed: /s/ Jorge Titinger
−Removed: February 24, 2023
+Added: /s/ Sarah O’Dowd Director February 23, 2024
+Added: /s/ Jorge Titinger Director February 23, 2024
Jorge Titinger
−Removed: /s/ Yuval Wasserman
−Removed: February 24, 2023
+Added: /s/ Yuval Wasserman Director February 23, 2024
Yuval Wasserman
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.