10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 000-50646

Ultra Clean Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	61-1430858
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
26462 Corporate Avenue Hayward, California	94545
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(510) 576-4400

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value	The NASDAQ Global Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).    Yes  ¨    No  x

The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, based on the closing sale price of the Registrant’s common stock on June 29, 2012 as reported on the NASDAQ Global Market, was approximately $150.5 million. Shares of common stock held by each executive officer and director and by each person who may be deemed to be an affiliate of the Registrant have been excluded from this computation. The determination of affiliate status for this purpose is not necessarily a conclusive determination for other purposes.

Number of shares of the registrant’s common stock outstanding as of February 28, 2013: 28,155,408

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement to be delivered to stockholders in connection with the 2012 annual meeting of stockholders are incorporated by reference in Part III of this Form 10-K where indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 28, 2012.

Explanatory Note

Ultra Clean Holdings, Inc. is filing this Amendment No. 1 (the “Amendment”) on Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended December 28, 2012 (the “Report”) that was filed with the Securities and Exchange Commission on March 13, 2013, for the purpose of furnishing Exhibit 101 – Interactive Data File (XBRL Exhibit), which was not included with the original filing.

This Amendment does not reflect any subsequent events occurring after the original filing date of the Report and does not modify or update in any way disclosures made in the Report except to furnish the exhibit described above that should have been attached to the original filing.

Part IV

Item 15. Exhibits, Financial Statement Schedules

1. Financial Statements Schedules (see Part II, Item 8 of this Annual Report on Form 10-K).

2. Exhibits: the exhibits listed in the accompanying index are filed or incorporated by reference as part of this Annual Report on Form 10-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 amendment to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Ultra Clean Holdings, Inc.
By:	/s/    CLARENCE L. GRANGER
	Clarence L. Granger
	Chairman & Chief Executive Officer

Date: March 14, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this amendment to Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    CLARENCE L. GRANGER Clarence L. Granger	Chairman & Chief Executive Officer (Principal Executive Officer) and Director	March 14, 2013
/S/    KEVIN C. EICHLER Kevin C. Eichler	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	March 14, 2013
* Leonid Mezhvinsky	Director	March 14, 2013
* John Chenault	Director	March 14, 2013
* Susan H. Billat	Director	March 14, 2013
* David T. IbnAle	Director	March 14, 2013

*By:	/s/    CLARENCE L. GRANGER
	Clarence L. Granger
	Attorney-in-fact

INDEX TO EXHIBITS

2.1	Agreement and Plan of Merger dated as of October 30, 2002, among Ultra Clean Holdings, Inc., Ultra Clean Technology Systems and Service, Inc., Mitsubishi Corporation, Mitsubishi International Corporation and Clean Merger Company(a)
2.2	Agreement and Plan of Merger and Reorganization dated as of June 29, 2006 by and among Sieger Engineering, Inc., Leonid Mezhvinsky, Ultra Clean Holdings, Inc., Bob Acquisition Inc., Pete Acquisition LLC, Leonid and Inna Mezhvinsky as trustees of the Revocable Trust Agreement of Leonid Mezhvinsky and Inna Mezhvinsky dated April 26, Joe and Jenny Chen as trustees of the Joe Chen and Jenny Chen Revocable Trust dated 2002, Victor Mezhvinsky, Victor Mezhvinsky as trustee of the Joshua Mezhvinsky 2004 Irrevocable Trust under Agreement dated June 4, 2004, David Hongyu Wu and Winnie Wei Zhen Wu as trustees of the Chen Minors Irrevocable Trust, Frank Moreman and Leonid Mezhvinsky as Sellers’ Agent(g)
2.3	Agreement and Plan of Merger, dated as of May 18, 2012, among American Integration Technologies, LLC, AIT Holding Company LLC, Ultra Clean Holdings, Inc. and Element Merger Subsidiary, LLC(r)
3.1	Amended and Restated Certificate of Incorporation of Ultra Clean Holdings, Inc.(b)
3.2	Amended and Restated Bylaws of Ultra Clean Holdings, Inc.(i)
4.1	Amended and Restated Registration Rights Agreement dated as of June 29, 2006 among Ultra Clean, FP-Ultra Clean L.L.C. and the Sieger Shareholders(g)
4.2	Lock-Up and Standstill Agreement, dated July 3, 2012, among Ultra Clean Holdings, Inc., AIT Holding Company LLC, HLHZ AIT Holdings, L.L.C. and Houlihan Lokey, Inc.(s)
4.3	Registration Rights Agreement, dated July 3, 2012, among Ultra Clean Holdings, Inc. and AIT Holding Company LLC(s)
4.4	Specimen Stock Certificate(c)
10.1†	Amended and Restated 2003 Stock Incentive Plan (Amended as of June 10, 2010)(d)
10.2†	Form of Stock Option Agreement(c)
10.3	Credit Agreement, dated as of July 3, 2012, among Ultra Clean Holdings, Inc., Ultra Clean Technology Systems and Service, Inc., American Integration Technologies LLC, Ultra Clean Asia Pacific Pte. Ltd., the several lenders from time to time party thereto, Silicon Valley Bank and U.S. Bank National Association(t)
10.4	Guarantee and Collateral Agreement in favor of Silicon Valley Bank, dated as of July 3, 2012, made by Ultra Clean Holdings, Inc., Ultra Clean Technology Systems and Service, Inc., American Integration Technologies LLC, Ultra Clean Asia Pacific Pte. Ltd., UCT Sieger Engineering LLC, Integrated Flow Systems LLC and the other Grantors referred to therein and from time to time party thereto(t)
10.5	Amendment and Waiver Agreement, dated as of February 15, 2013, among the Company, certain of the Company’s subsidiaries, Silicon Valley Bank and the several other banks and financial institutions or entities party thereto(u)
10.6†	Employee Stock Purchase Plan (Restated as of October 21, 2004)(e)
10.7†	Form of Indemnification Agreement between Ultra Clean Holdings, Inc. and each of its directors and executive officers(b)
10.8†	Form of Award Agreement(c)
10.9†	Severance Policy for Executive Officers (revised)(l)
10.10†	Form of Restricted Stock Unit Award Agreement(j)
10.11†	Separation Agreement dated as of December 31, 2007 between the Company and Leonid Mezhvinsky(k)
10.12†	Change of Control Severance Agreement dated as of July 28, 2008 by and between Ultra Clean Holdings, Inc. and Clarence L. Granger(l)
10.13†	Change of control Severance Agreement dated as of July 21, 2009 by and between Ultra Clean Holdings, Inc. and Kevin C. Eichler(m)
10.14†	Separation and Release Agreement between Ultra Clean Holdings, Inc. and David Savage(o)
10.15†	Offer Letter between the Company and Gino Addiego dated February 17, 2011(p)
10.16†	Change of Control Severance Agreement dated as of March 1, 2011, by and between Ultra Clean Holdings, Inc. and Gino Addiego(q)

21.1	Subsidiaries of Ultra Clean Holdings, Inc.(h)
23.1	Consent of Independent Registered Public Accounting Firm(h)
24.1	Power of Attorney (included on signature page to initial 10-K filing)
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification 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
32.2**	Certification 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
101.INS**	XB RL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

(a) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (File No. 333-11904), filed January 14, 2004.

(b) Filed as an exhibit to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-11904), filed March 2, 2004.

(c) Filed as an exhibit to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-11904), filed March 8, 2004.

(d) Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (File No. 333-167530), filed June 15, 2010.

(e) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the three months ended September 30, 2004.

(f) Not used.

(g) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed July 6, 2006.

(h) Previously filed with Ultra Clean Holdings Inc.’s Annual Report on Form 10-K for the fiscal year ended December 28, 2012, as filed with the Securities and Exchange Commission on March 13, 2013.

(i) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed August 3, 2009.

(j) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 28, 2007.

(k) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 28, 2008.

(l) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended January 2, 2009.

(m) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the three months ended October 2, 2009.

(n) Not used.

(o) Filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010.

(p) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed March 7, 2011.

(q) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the three months ended March 30, 2012.

(r) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed May 23, 2012.

(s) Filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the three months ended June 29, 2012.

(t) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed July 10, 2012.

(u) Filed as an exhibit to the Registrant’s Current Report on Form 8-K, filed March 22, 2012.

† Denotes management contract or compensatory plan.

* Filed herewith

** Furnished herewith

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Clarence L. Granger, certify that:

1. I have reviewed this annual report on Form 10-K/A of Ultra Clean Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2013

 /s/ Clarence L. Granger

Clarence L. Granger

Chairman & Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Kevin C. Eichler, certify that:

1. I have reviewed this annual report on Form 10-K/A of Ultra Clean Holdings, Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2013

 /s/ Kevin C. Eichler

Kevin C. Eichler

Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

ULTRA CLEAN HOLDINGS, INC.

SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

The certification set forth below is being submitted in connection with the annual report on Form 10-K/A of Ultra Clean Holdings, Inc. for the year ended December 28, 2012 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

I, Clarence L. Granger, the Chief Executive Officer of Ultra Clean Holdings, Inc., certify that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ultra Clean Holdings, Inc.

Date: March 14, 2013

 /s/ Clarence L. Granger

Clarence L. Granger

Chairman & Chief Executive Officer

EX-32.2

Exhibit 32.2

ULTRA CLEAN HOLDINGS, INC.

SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

The certification set forth below is being submitted in connection with the annual report on Form 10-K/A of Ultra Clean Holdings, Inc. for the year ended December 28, 2012 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

I, Kevin C. Eichler, the Chief Financial Officer of Ultra Clean Holdings, Inc., certify that:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ultra Clean Holdings, Inc.

Date: March 14, 2013

 /s/ Kevin C. Eichler

Kevin C. Eichler

Senior Vice President and Chief Financial Officer

XML

Acquisition (Details 2) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended						12 Months Ended			6 Months Ended	12 Months Ended
	Dec. 28, 2012	Sep. 30, 2012	Jun. 29, 2012	Mar. 31, 2012	Dec. 30, 2011	Mar. 31, 2011	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010	Dec. 28, 2012 Ultra Clean and AIT [Member]	Dec. 28, 2012 Ultra Clean and AIT [Member]	Dec. 30, 2011 Ultra Clean and AIT [Member]
Unaudited pro forma consolidated results of operations
Net sales	$ 90,067	$ 100,849	$ 101,949	$ 110,565	$ 86,873	$ 126,719	$ 403,430	$ 452,639	$ 443,134	$ 63,800	$ 470,275	$ 622,537
Net income	$ (1,729)	$ (1,124)	$ 2,790	$ 4,660	$ 7,801	$ 5,820	$ 5,153	$ 23,734	$ 20,097		$ 9,305	$ 28,234
Basic	$ (0.04)	$ (0.04)	$ 0.12	$ 0.20	$ 0.34	$ 0.26	$ 0.20	$ 1.05	$ 0.92		$ 0.34	$ 1.04
Diluted	$ (0.04)	$ (0.04)	$ 0.12	$ 0.20	$ 0.34	$ 0.25	$ 0.20	$ 1.01	$ 0.87		$ 0.33	$ 1.01

XML

Employee Benefit Plans (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010	Jan. 01, 2010
Schedule of option activity under the 2003 Incentive Plan
Options outstanding, shares, Beginning balance	1,654,691	1,982,963	2,894,462
Options outstanding, shares, granted	0	0	66,000
Options outstanding, shares, exercised	(127,904)	(269,017)	(646,671)
Options outstanding, shares, cancelled	(12,674)	(59,255)	(330,828)
Options outstanding, shares, Ending balance	1,514,113	1,654,691	1,982,963	2,894,462
Options exercisable and expected to vest, shares	1,512,816
Options exercisable, shares	1,463,797
Weighted-average exercise price, outstanding, Beginning balance	$ 6.54	$ 6.07	$ 5.38
Weighted average exercise price, granted	$ 0.00		$ 3.01
Weighted average exercise price, exercised	$ 1.28	$ 3.16	$ 2.59
Weighted average exercise price, cancelled	$ 7.55	$ 6.07	$ 6.32
Weighted-average exercise price, outstanding, Ending balance	$ 6.98	$ 6.54	$ 6.07	$ 5.38
Weighted average exercise price, options exercisable and expected to vest	$ 6.98
Weighted-average exercise price, exercisable	$ 7.14
Weighted average remaining contractual life, outstanding (in years)	4 years 7 days	5 years 7 days	5 years 11 months 16 days	6 years 11 months 27 days
Weighted average remaining contractual life, options exercisable and expected to vest (in years)	4 years 7 days
Weighted average remaining contractual life, options exercisable (in years)	3 years 11 months 12 days
Aggregate intrinsic value, outstanding	$ 1,445	$ 2,776	$ 8,130	$ 8,543
Aggregate intrinsic value, options exercisable and expected to vest	1,442
Aggregate intrinsic value, option exercisable	$ 1,322

XML

Income Taxes (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended						12 Months Ended
	Dec. 28, 2012	Sep. 30, 2012	Jun. 29, 2012	Mar. 31, 2012	Dec. 30, 2011	Mar. 31, 2011	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Current:
Federal							$ 537	$ 1,503	$ 2,241
State							139	324	1,186
Foreign							3,608	3,157	1,766
Total current							4,284	4,984	5,193
Deferred:
Federal							(2,141)	(4,257)
State							(418)	(2,282)
Foreign							(181)	261	(480)
Total deferred							(2,731)	(6,278)	(284)
Total provision (benefit)	$ (398)	$ (356)	$ 1,658	$ 1,502	$ (6,341)	$ 1,999	$ 1,544	$ (1,294)	$ 4,713

XML

Employee Benefit Plans (Details 1) (USD $)	12 Months Ended
	Dec. 28, 2012
Summarized information with respect to options outstanding and exercisable
Shares Outstanding	1,514,113
Weighted Average Remaining, Average Life Years (Years)	4 years 7 days
Weighted Average Exercise Price	$ 6.98
Shares Exercisable	1,463,797
Weighted Average Exercise Price	$ 7.14
Stock Options One [Member]
Summarized information with respect to options outstanding and exercisable
Range of Exercise Price, Minimum	$ 1.00
Range of Exercise Price, Maximum	$ 1.17
Shares Outstanding	384,210
Weighted Average Remaining, Average Life Years (Years)	5 years 9 months 25 days
Weighted Average Exercise Price	$ 1.12
Shares Exercisable	353,624
Weighted Average Exercise Price	$ 1.12
Stock Options Two [Member]
Summarized information with respect to options outstanding and exercisable
Range of Exercise Price, Minimum	$ 2.93
Range of Exercise Price, Maximum	$ 6.43
Shares Outstanding	126,710
Weighted Average Remaining, Average Life Years (Years)	5 years 9 months 28 days
Weighted Average Exercise Price	$ 4.34
Shares Exercisable	108,126
Weighted Average Exercise Price	$ 4.41
Stock Options Three [Member]
Summarized information with respect to options outstanding and exercisable
Range of Exercise Price, Minimum	$ 6.55
Range of Exercise Price, Maximum	$ 6.55
Shares Outstanding	388,323
Weighted Average Remaining, Average Life Years (Years)	2 years 4 months 12 days
Weighted Average Exercise Price	$ 6.55
Shares Exercisable	388,323
Weighted Average Exercise Price	$ 6.55
Stock Options Four [Member]
Summarized information with respect to options outstanding and exercisable
Range of Exercise Price, Minimum	$ 6.61
Range of Exercise Price, Maximum	$ 12.38
Shares Outstanding	319,720
Weighted Average Remaining, Average Life Years (Years)	2 years 10 months 24 days
Weighted Average Exercise Price	$ 8.47
Shares Exercisable	318,574
Weighted Average Exercise Price	$ 8.47
Stock Options Five [Member]
Summarized information with respect to options outstanding and exercisable
Range of Exercise Price, Minimum	$ 12.99
Range of Exercise Price, Maximum	$ 14.90
Shares Outstanding	295,150
Weighted Average Remaining, Average Life Years (Years)	4 years 3 months 18 days
Weighted Average Exercise Price	$ 14.68
Shares Exercisable	295,150
Weighted Average Exercise Price	$ 14.68

XML

Borrowing Arrangements (Details) (USD $)	12 Months Ended
	Dec. 28, 2012	Jul. 03, 2012
Borrowing Arrangements (Textual) [Abstract]
Term loan principal amount outstanding condition two		$ 10,000,000
Borrowing Arrangements (Additional Textual) [Abstract]
Base interest rate	3.75%
Deferred interest	1,900,000
Minimum domestic cash balance on last day for any quarters from September beginning of fiscal year to June last of next year		15,000,000
Minimum domestic cash balance on last day for any month from September beginning of fiscal year to June last of next year		10,000,000
Percentage of net cash proceeds of subsidiary capital stock for debt prepayment		50.00%
Percentage of net cash proceeds of subsidiary capital stock for debt prepayment indebtedness amount over by specific amount	100.00%
Debt specific amount under prepayment condition of indebtedness		250,000
Percentage of excess cash flow use for annual debt payment condition one	33.00%
Percentage of excess cash flow use for annual debt payment condition two	25.00%
Term loan principal amount outstanding condition one		20,000,000
Total debt, net of issuance cost	75,600,000
Minimum consolidated adjusted EBITDA for last two quarters of 2012	3,500,000
Minimum consolidated adjusted EBITDA for first quarter of the 2013	2,500,000
Minimum consolidated adjusted EBITDA for second quarter of the 2013	3,000,000
Minimum consolidated adjusted EBITDA for third quarter of the 2013	4,000,000
Minimum consolidated adjusted EBITDA for fourth quarter of the 2013	6,000,000
Minimum consolidated adjusted EBITDA for first quarter of the 2014	7,000,000
Minimum consolidated adjusted EBITDA after first quarter of the 2014	8,000,000
Maximum [Member]
Borrowing Arrangements (Textual) [Abstract]
Fixed charge coverage ratio for fiscal year	1.10
Fixed charge coverage ratio for next fiscal year	1.25
Consolidated leverage ratio for third quarter of fiscal year	4.00
Consolidated leverage ratio for fourth quarter of fiscal year	3.75
Consolidated leverage ratio for third quarter of next year	3.75
Consolidated leverage ratio thereafter third quarter of next year	3.25
Minimum consolidated quick ratio	1.10
Minimum [Member]
Borrowing Arrangements (Textual) [Abstract]
Fixed charge coverage ratio for fiscal year	1.00
Fixed charge coverage ratio for next fiscal year	1.00
Consolidated leverage ratio for third quarter of fiscal year	1.00
Consolidated leverage ratio for fourth quarter of fiscal year	1.00
Consolidated leverage ratio for third quarter of next year	1.00
Consolidated leverage ratio thereafter third quarter of next year	1.00
Minimum consolidated quick ratio	1.00
Bank Loan [Member]
Borrowing Arrangements (Textual) [Abstract]
Repay outstanding balance to Silicon Valley Bank	3,700,000
Revolving credit facility [Member]
Borrowing Arrangements (Textual) [Abstract]
Borrowing capacity credit facility		40,000,000
Outstanding amount of borrowing under credit facility	38,900,000	39,800,000
Maturity period of line of credit facility	4 years
Debt issuance costs	826,000
Borrowing Arrangements (Additional Textual) [Abstract]
Debt issuance costs	826,000
Term Loan Credit Facility [Member]
Borrowing Arrangements (Textual) [Abstract]
Borrowing capacity credit facility		40,000,000
Outstanding amount of borrowing under credit facility		40,000,000
Term loan repaid	2,500,000
Letter of Credit [Member]
Borrowing Arrangements (Textual) [Abstract]
Borrowing capacity credit facility		15,000,000
Swingline sub-facility [Member]
Borrowing Arrangements (Textual) [Abstract]
Borrowing capacity credit facility		4,000,000
Matures on July 03, 2016 [Member] | Term Loan Credit Facility [Member]
Borrowing Arrangements (Textual) [Abstract]
Maturity date of debt	Jul. 03, 2016
Term Loan [Member]
Borrowing Arrangements (Textual) [Abstract]
Term loan	36,700,000
Debt issuance costs	878,000
Borrowing Arrangements (Additional Textual) [Abstract]
Debt issuance costs	$ 878,000

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Organization and Significant Accounting Policies (Details 3) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Stock-based compensation expense included in the condensed consolidated statements of operations
Total stock-based compensation expense	$ 5,069	$ 4,359	$ 3,196
Income tax benefit	(1,171)	(1,046)	(607)
Net stock-based compensation expense	3,898	3,313	2,589
Cost of goods sold [Member]
Stock-based compensation expense included in the condensed consolidated statements of operations
Total stock-based compensation expense	1,263	1,397	809
Sales and marketing [Member]
Stock-based compensation expense included in the condensed consolidated statements of operations
Total stock-based compensation expense	475	380	414
Research and development [Member]
Stock-based compensation expense included in the condensed consolidated statements of operations
Total stock-based compensation expense	339	325	255
General and administrative [Member]
Stock-based compensation expense included in the condensed consolidated statements of operations
Total stock-based compensation expense	$ 2,992	$ 2,257	$ 1,718

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Employee Benefit Plans (Details Textual) (USD $)	12 Months Ended			1 Months Ended	12 Months Ended				12 Months Ended								12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010	Jun. 30, 2010 2003 Incentive Plan [Member]	Dec. 28, 2012 2003 Incentive Plan [Member]	Dec. 30, 2011 2003 Incentive Plan [Member]	Dec. 31, 2010 2003 Incentive Plan [Member]	Feb. 20, 2003 2003 Incentive Plan [Member]	Dec. 28, 2012 Restricted Stock Units and Restricted Stock Awards [Member]	Dec. 30, 2011 Restricted Stock Units and Restricted Stock Awards [Member]	Dec. 28, 2012 Restricted Stock Units and Restricted Stock Awards [Member] Board Members [Member]	Dec. 30, 2011 Restricted Stock Units and Restricted Stock Awards [Member] Board Members [Member]	Dec. 31, 2010 Restricted Stock Units and Restricted Stock Awards [Member] Board Members [Member]	Dec. 28, 2012 Restricted Stock Units and Restricted Stock Awards [Member] Employees [Member]	Dec. 28, 2012 Employee Stock Purchase Plan [Member]	Feb. 28, 2012 Employee Stock Purchase Plan [Member] Employees [Member]	Dec. 28, 2012 Performance Based Vesting Restricted Stock [Member] Employees [Member]
Employee Benefit Plans (Textual) [Abstract]
Number of shares of common stock reserved for issuance under 2003 Incentive Plan								4,515,239							555,343
Options term					10 years
Shares vesting period, years					4 years						1 year			3 years
Shares available for future grant under the 2003 Incentive Plan					547,805
Increase in common share authorization under restated stock incentive plan	1,500,000			1,500,000
Intrinsic value of exercise stock options					$ 700,000	$ 2,200,000	$ 4,600,000
Vested share recognized expense	5,100,000	4,400,000	3,200,000		200,000	300,000	2,200,000
Unrecognized stock based compensation cost, net of estimated forfeitures					100,000
Estimated period of options amortization					4 months 24 days									1 year 7 months 6 days
Granted, Number of Shares									593,350	794,550	30,000	37,500	30,000	452,975			110,375
Unrecognized stock-based compensation cost, net of estimated forfeitures	1,000,000										100,000			5,600,000
Unit purchase price of Restricted Stock Units	$ 0
Weighted average fair value of RSU's														$ 0.00		$ 8.01	$ 8.73
Shares were subject to forfeiture									1,282,706
Number of shares of common stock issued under the ESPP															31,511
Portion of purchase price from fair value of common stock															95.00%
Employee Benefit Plans (Additional Textual) [Abstract]
Contribution from salary	25.00%
Maximum contribution from salary	16,500
Employee contribution based upon eligibility	3.00%
Discretionary employer's contributions	$ 700,000	$ 600,000	$ 600,000

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 28, 2012

Employee Benefit Plans [Abstract]

Schedule of option activity under the 2003 Incentive Plan

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)
Outstanding, January 1, 2010		2,894,462		$	5.38		6.99	$	8,543
Granted		66,000			3.01
Exercised		(646,671	)		2.59
Cancelled		(330,828	)		6.32
Outstanding, December 31, 2010		1,982,963		$	6.07		5.96	$	8,130
Granted		—			—
Exercised		(269,017	)		3.16
Cancelled		(59,255	)		6.07
Outstanding, December 30, 2011		1,654,691		$	6.54		5.02	$	2,776
Granted		0			0
Exercised		(127,904	)		1.28
Cancelled		(12,674	)		7.55
Outstanding, December 28, 2012		1,514,113		$	6.98		4.02	$	1,445
Options exercisable and expected to vest, December 28, 2012		1,512,816		$	6.98		4.02	$	1,442
Options exercisable, December 28, 2012		1,463,797		$	7.14		3.94	$	1,322

Summarized information with respect to options outstanding and exercisable

Range of Exercise Price	Shares Outstanding		Weighted Average Remaining Average Life (Years)		Weighted Average Exercise Price		Shares Exercisable		Weighted Average Exercise Price
$1.00 – 1.17		384,210		5.82	$	1.12		353,624	$	1.12
$2.93 – 6.43		126,710		5.83		4.34		108,126		4.41
$6.55 – 6.55		388,323		2.36		6.55		388,323		6.55
$6.61 – 12.38		319,720		2.90		8.47		318,574		8.47
$12.99 – 14.90		295,150		4.30		14.68		295,150		14.68
Grand Total		1,514,113		4.02	$	6.98		1,463,797	$	7.14

Summary of the company's restricted stock unit and restricted stock award activity

	Number of Shares			Aggregate Intrinsic Value (000’s)
Unvested restricted stock units and restricted stock awards at December 31, 2010		796,806
Granted		794,550
Vested		(317,763	)
Forfeited		(104,726	)
Unvested restricted stock units and restricted stock awards at December 30, 2011		1,168,867
Granted		593,350
Vested		(392,720	)
Forfeited		(56,791	)
Unvested restricted stock units and restricted stock awards at December 28, 2012		1,312,706		$	6,143
Vested and expected to vest restricted stock units and restricted stock awards		1,169,614		$	5,474

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Income Taxes (Details 3)	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Effective tax rate differs from the federal statutory tax rate
Federal income tax provision at statutory rate	34.00%	34.00%	34.00%
State income taxes, net of federal benefit	(2.80%)	0.80%	3.20%
Effect of foreign operations	(15.80%)	(11.40%)	(9.30%)
Valuation allowance	6.10%	(29.80%)	(5.00%)
Other	1.60%	0.60%	(3.90%)
Effective income tax rate	23.10%	(5.80%)	19.00%

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Goodwill, Other Intangible Assets and Long-lived Assets (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012	Dec. 30, 2011
Goodwill and other indefinite-lived intangible assets
Goodwill	$ 56,662
Intangible Assets	27,702	8,987
Total	$ 84,364	$ 8,987

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Acquisition (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012
Purchase Price for the acquisitions
Purchased Intangible Assets	$ 31,487
American Integration Technologies LLC [Member]
Purchase Price for the acquisitions
Cash and cash equivalents	380
Accounts receivable, net	16,959
Inventories	22,774
Other current assets	381
Property and equipment, net	1,880
Goodwill	56,662
Purchased Intangible Assets	22,500
Total assets acquired	121,536
Accounts payable and accrued expenses	(13,807)
Other liabilities	(2,839)
Total liabilities assumed	(16,646)
Purchase price allocated	$ 104,890

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Income Taxes (Details Textual) (USD $)	3 Months Ended	12 Months Ended				12 Months Ended
	Dec. 30, 2011	Dec. 30, 2011	Dec. 31, 2010	Dec. 28, 2012	Jan. 01, 2010	Dec. 28, 2012 China Subsidiary [Member]
Income Taxes (Textual) [Abstract]
Increase in valuation allowances	$ 6,700,000					$ 400,000
Reversal of the valuation allowance related to the Company's U.S. federal and state deferred tax assets		6,700,000
Valuation allowance on deferred tax asset						900,000
Income Taxes (Additional Textual) [Abstract]
Partial release of valuation allowance		6,700,000	1,200,000
Previously established tax liability			900,000
Gross liability for unrecognized tax benefits	132,000	132,000	39,000	109,000	920,000
Interest related to uncertain tax positions	$ 10,000	$ 10,000	$ 7,000	$ 8,000

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Segment Information (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 28, 2012 Segment	Dec. 30, 2011
Segment Information (Textual) [Abstract]
Number of reportable segments	1
Long-lived assets	$ 4.3	$ 5.4

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
U.S. and foreign components of income (loss) before income taxes
U.S. operations	$ (5,546)	$ 4,839	$ 14,585
Foreign operations	12,243	17,601	10,225
Income before provision (benefit) for income taxes	$ 6,697	$ 22,440	$ 24,810

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Acquisition

12 Months Ended

Dec. 28, 2012

Acquisition [Abstract]

Acquisition

3. Acquisition

On July 3, 2012, the Company completed the acquisition of American Integration Technologies LLC (“AIT”), a supplier of critical subsystems to the semiconductor capital equipment, medical, energy, industrial and aerospace industries, for approximately $75.3 million in cash and 4.5 million shares of newly issued common stock valued at $29.6 million for a total purchase price of $104.9 million. The acquisition serves to increase the Company’s competitive position and market share, as it resulted in an expansion and diversification of the Company’s customer base and product and service portfolio. By acquiring AIT’s complementary product and service portfolio and well established customers, the Company will be able to immediately go to market with a more complete and integrated solution. The Company financed the cash portion of the merger, and repaid existing indebtedness, by borrowing a total of $79.8 million under a new senior secured credit facility, of which $40.0 million represents borrowings under a term loan and $39.8 million represents borrowings under a revolving credit facility. See further discussion of the new borrowing arrangements in Note 5. Borrowing Arrangements in Notes to Consolidated Financial Statements.

The Company preliminarily allocated the purchase price of AIT to tangible assets, liabilities and identifiable intangible assets acquired, based on their estimated fair values. Accounts receivable, net of allowance for doubtful accounts and other current assets and liabilities were stated at their historical carrying values, which approximate fair value given the short-term nature of these assets and liabilities. The fair value of the inventory was derived from model-based valuations for which all significant inputs and value drivers are observable directly or indirectly (“Level 2 inputs”). The fair value of fixed assets was determined using market data for similar assets. The fair value of the non-financial assets, summarized below, were derived from significant unobservable inputs (“Level 3 inputs”) determined by management based on market analysis, income analysis and discounted cash flow model. The fair value of fixed assets was determined using market data for similar assets. The fair value of purchased identifiable intangible assets was determined using the Company’s discounted cash flow models from income projections prepared by management, using weighted average cost of capital plus a 1.4% premium.

The excess of purchase price over the aggregate fair values was recorded as goodwill. Although goodwill is not amortized for financial accounting purposes, it is amortized for tax purposes over fifteen years. The Company determined the preliminary fair values assigned to identifiable intangible assets acquired based on its consideration of a number of inputs, including an independent third party analysis that was based upon estimates and assumptions provided by the Company. These estimates and assumptions were determined through established and generally accepted valuation techniques. In determining the fair value of the identifiable intangible assets, the Company considered, among other factors, the best use of acquired assets, analyses of historical financial performance and estimates of future performance of AIT’s products. The fair values of identifiable intangible assets were calculated considering market participant expectations and using an income approach. The rates utilized to discount estimated net cash flows to their present values were based on a weighted average cost of capital of 12.5% and a long term growth rate of 4%. This discount rate was determined after consideration of the rate of return on debt capital and equity that typical investors would require from an investment in companies similar in size and operating in similar markets as AIT. The estimated fair value of the tangible and intangible assets acquired was allocated at AIT’s acquisition date. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair values of inventory, non-income based taxes and residual goodwill. During the measurement period, which can be no more than one year from the date of acquisition, we expect to continue to obtain information to assist us in determining the final fair value of the net assets acquired at the acquisition date during the measurement period. The preliminary purchase price for the acquisition is allocated as follows:

Fair Market Values ($000’s)
Cash and cash equivalents	$	380
Accounts receivable, net		16,959
Inventories		22,774
Other current assets		381
Property and equipment, net		1,880
Goodwill		56,662
Purchased intangible assets		22,500
Total assets acquired		121,536
Accounts payable and accrued expenses		(13,807	)
Other liabilities		(2,839	)
Total liabilities assumed		(16,646	)
Purchase price allocated	$	104,890

Details of purchased intangible assets as of December 28, 2012 are as follows:

	(in $000’s)							(in years)
	Purchased Intangible Assets		Accumulated Amortization			Carrying Value		Estimated Useful Life
Customer relationships	$	19,000	$	(3,449	)	$	15,551		7
Trade name (AIT)		1,900		(223	)		1,677		6
Intellectual property/know-how		1,600		(114	)		1,486		7
Tradenames (UCT)		8,987		—			8,987		*
Total	$	31,487	$	(3,786	)	$	27,701

* The UCT tradename was determined to have an indefinite life and is therefore amortized.

Goodwill is not amortized but is tested for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. See Note 4. Goodwill and Purchased Intangible Assets in Notes to Consolidated Financial Statements for the results of the goodwill impairment testing.

The results of operations of AIT are included in the Company’s consolidated results of operations beginning in the third quarter of fiscal 2012. For the six months ended December 28, 2012, net sales of approximately $63.8 million and net income of approximately $6.8 million attributable to AIT were included in the consolidated results of operations. An accelerated method of amortization is used for the Customer Relationships intangible asset based on the expected pattern of future benefits. For the Tradename and Intellectual Property Know-how intangible assets a straight-line amortization method is used.

The following unaudited pro forma consolidated results of operations assume the acquisition was completed as of December 31, 2010. The unaudited pro forma consolidated results of operations combine the results of Ultra Clean and AIT for the years 2012 and 2011.

	2012		2011
	(In thousands, except per share amounts)
Net sales	$	470,275	$	622,537
Net income	$	9,305	$	28,234
Basic earnings per share	$	0.34	$	1.04
Diluted earnings per share	$	0.33	$	1.01

The unaudited pro forma results above include adjustments related to the purchase price allocation and financing of the acquisition, primarily to increase amortization for the identifiable intangible assets, to increase interest expense for the additional debt incurred to complete the acquisition, to reflect the related income tax effect and to adjust weighted shares issued as part of the acquisition. The pro forma results for the twelve months ended December 30, 2011 include acquisition costs of $2.4 million which are not expected to occur in future quarters. The unaudited pro forma condensed combined financial information has been prepared by management for illustrative purposes only and are not necessarily indicative of the consolidated financial position or results of income in future periods or the results that actually would have been realized had Ultra Clean and AIT been a combined company during the specified periods. The unaudited pro forma condensed combined financial information does not reflect any operating efficiencies and/or cost savings that we may achieve with respect to the combined companies, or any liabilities that may result from integration activities.

Goodwill associated with the acquisition is primarily attributable to the expected synergies and other benefits that the Company believes will result from combining the operations of the Company and AIT. The acquisition serves to increase the Company’s competitive position and market share, as it resulted in an expansion and diversification of the Company’s customer base and product and service portfolio. By acquiring AIT’s complementary product and service portfolio and well established customers, the Company was able to immediately go to market with a more complete and integrated solution.

The Company has evaluated and continues to evaluate pre-acquisition contingencies relating to AIT that existed as of the acquisition date. The Company has determined that certain of these pre-acquisition contingencies, primarily related to sales and use tax positions assumed from AIT, are not estimable as of the acquisition date and, accordingly, the Company has not recorded any estimates for these contingencies as a part of the purchase price allocation for AIT. The Company continues to gather information for and evaluate these pre-acquisition contingencies. If the Company determines that amounts need to be recorded or identify additional pre-acquisition contingencies during the remainder of the measurement period, such amounts recorded will be included in the purchase price allocation during the measurement period and, if beyond the measurement period, in the Company’s results of operations.

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012
Summary of future minimum payments under operating leases
2013	$ 3,928
2014	3,681
2015	3,241
2016	2,658
2017	2,129
Thereafter	8,571
Total minimum lease payments	$ 24,203

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Goodwill, Other Intangible Assets and Long-lived Assets (Details 2) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2012
Details of finite-lived intangible assets
Purchased Intangible Assets	$ 31,487
Accumulated amortization	(3,786)
Total Carrying amount	18,714
Customer relationships [Member]
Details of finite-lived intangible assets
Useful Life	7 years
Purchased Intangible Assets	19,000
Trade name [Member]
Details of finite-lived intangible assets
Useful Life	6 years
Purchased Intangible Assets	1,900
Intellectual property/know-how [Member]
Details of finite-lived intangible assets
Useful Life	7 years
Purchased Intangible Assets	$ 1,600

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Unaudited Quarterly Financial Results (Tables)

12 Months Ended

Dec. 28, 2012

Quarterly Financial Information Disclosure [Abstract]

Unaudited Quarterly Financial Results

	First Quarter		Second Quarter as Previously Reported		Second Quarter Corrections			Second Quarter as Corrected		Third Quarter as Previously Reported			Third Quarter Corrections			Third Quarter as Corrected			Fourth Quarter			Fiscal Year
	(In thousands, except per share data)
Fiscal Year 2012
Sales	$	110,565	$	101,949	$	—		$	101,949	$	100,849		$	—		$	100,849		$	90,067		$	403,430
Gross profit		15,660		14,254		—			14,254		14,323			—			14,323			11,551			55,788
Operating expenses		9,393		9,338		454	(a)		9,792		15,750			(761	)(a),(b)		14,989			12,655			47,136
Income from operations		6,267		4,916		(454	)		4,462		(1,427	)		761			(666	)		(1,411	)		8,345
Income tax provision (benefit)		1,502		979		679	(c),(d)		1,658		(539	)		184	(d)		(356	)		(398	)		1,544
Net income (loss)		4,660		3,923		(1,133	)		2,790		(1,701	)		577			(1,124	)		(1,729	)		5,153
Earnings per share — basic		0.20		0.17		(0.05	)		0.12		(0.06	)		0.02			(0.04	)		(0.04	)		0.20
Earnings per share — diluted		0.20		0.17		(0.05	)		0.12		(0.06	)		0.02			(0.04	)		(0.04	)		0.20
	First Quarter		Second Quarter							Third Quarter									Fourth Quarter*			Fiscal Year*
Fiscal Year 2011
Sales	$	126,719	$	133,741						$	105,306								$	86,873		$	452,639
Gross profit		17,552		18,993							12,852									9,595			58,992
Operating expenses		9,365		9,500							8,542									8,039			35,446
Income from operations		8,187		9,493							4,310									1,556			23,546
Income tax provision (benefit)		1,999		2,168							880									(6,341	)		(1,294	)
Net income (loss)		5,820		6,958							3,155									7,801			23,734
Earnings per share — basic		0.26		0.31							0.14									0.34			1.05
Earnings per share — diluted		0.25		0.30							0.14									0.34			1.01

* Net income for the fourth quarter and fiscal year 2011 includes the effect of a $6.7 million reversal of a deferred tax valuation allowance.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 28, 2012

Commitments and Contingencies [Abstract]

Summary of future minimum payments under operating leases

Fiscal year
2013	$	3,928
2014		3,681
2015		3,241
2016		2,658
2017		2,129
Thereafter		8,571
Total minimum lease payments	$	24,203

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Employee Benefit Plans (Details 2) (Restricted Stock Units and Restricted Stock Awards [Member], USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011
Restricted Stock Units and Restricted Stock Awards [Member]
Summary of the company's restricted stock unit and restricted stock award activity
Unvested restricted stock units and restricted stock awards, Beginning balance, shares	1,168,867	796,806
Granted, Number of Shares	593,350	794,550
Vested, Number of Shares	(392,720)	(317,763)
Forfeited, Number of Shares	(56,791)	(104,726)
Unvested restricted stock units and restricted stock awards, Ending balance, shares	1,312,706	1,168,867
Unvested restricted stock units and restricted stock awards, Aggregate Intrinsic Value	$ 6,143
Vested and expected to vest restricted stock units and restricted stock awards, Number of shares	1,169,614
Vested and expected to vest restricted stock units and restricted stock awards, Aggregate Intrinsic Value	$ 5,474

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Goodwill, Other Intangible Assets and Long-lived Assets (Details 3) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012
Future estimated amortization expense
2013	$ 5,993
2014	4,884
2015	2,813
2016	2,293
2017	1,386
2018	848
2019	497
Total Carrying amount	$ 18,714

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Organization and Significant Accounting Policies (Details)	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Customers as a percentage of total sales
Total	71.00%	71.00%	76.00%
Applied Materials, Inc [Member]
Customers as a percentage of total sales
Total	38.00%	40.00%	40.00%
Lam Research Corporation [Member]
Customers as a percentage of total sales
Total	33.00%	31.00%	36.00%

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Organization and Significant Accounting Policies (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Components of the reserve for warranty costs
Beginning balance	$ 350	$ 204	$ 112
Additions related to sales	47	726	451
Warranty costs incurred	(245)	(580)	(359)
Ending balance	$ 152	$ 350	$ 204

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Balance Sheet Information

12 Months Ended

Dec. 28, 2012

Organization and Significant Accounting Policies [Abstract]

Balance Sheet Information

2. Balance Sheet Information

Inventory consisted of the following (in thousands):

	December 28, 2012			December 30, 2011
Raw materials	$	47,825		$	42,976
Work in process		9,994			12,953
Finished goods		2,349			3,486
		60,168			59,415
Reserve for excess and obsolete		(6,203	)		(3,942	)
Net	$	53,965		$	55,473

Equipment and leasehold improvements, net, consisted of the following (in thousands):

	December 28, 2012			December 30, 2011
Computer equipment and software	$	8,148		$	7,089
Furniture and fixtures		1,682			1,761
Machinery and equipment		8,597			9,282
Leasehold improvements		10,092			10,860
		28,519			28,992
Accumulated depreciation and amortization		(19,237	)		(18,983	)
Total	$	9,282		$	10,009

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Organization and Significant Accounting Policies (Details 2)	12 Months Ended
	Dec. 28, 2012	Dec. 31, 2010
Summary of weighted average assumptions used in model
Dividend yield	0.00%	0.00%
Expected volatility		75.00%
Risk-free interest rate		1.90%
Expected life (in years)	1 year 7 months 6 days	5 years 6 months

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Acquisition (Details Textual) (USD $) Share data in Millions, unless otherwise specified	3 Months Ended						12 Months Ended			6 Months Ended	12 Months Ended		6 Months Ended	12 Months Ended
	Dec. 28, 2012	Sep. 30, 2012	Jun. 29, 2012	Mar. 31, 2012	Dec. 30, 2011	Mar. 31, 2011	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010	Dec. 28, 2012 Ultra Clean and AIT [Member]	Dec. 28, 2012 Ultra Clean and AIT [Member]	Dec. 30, 2011 Ultra Clean and AIT [Member]	Dec. 28, 2012 American Integration Technologies LLC [Member]	Dec. 28, 2012 American Integration Technologies LLC [Member]	Jul. 03, 2012 American Integration Technologies LLC [Member]	Jul. 03, 2012 Senior Secured Credit Facility [Member]	Dec. 28, 2012 Revolving credit facility [Member]	Jul. 03, 2012 Revolving credit facility [Member]	Jul. 03, 2012 Term Loan Credit Facility [Member]
Acquisitions (Textual) [Abstract]
Date of acquisition of American Integration Technologies LLC														Jul. 03, 2012
Cash paid for acquisition of Advanced Integration Technologies LLC															$ 75,300,000
Shares of newly issued common stock														4.5
Value of newly issued common stock													29,600,000	29,600,000
Total purchase price	104,900,000						104,900,000						104,900,000	104,900,000
Senior secured credit facility borrowed																79,800,000	38,900,000	39,800,000	40,000,000
Net sales	90,067,000	100,849,000	101,949,000	110,565,000	86,873,000	126,719,000	403,430,000	452,639,000	443,134,000	63,800,000	470,275,000	622,537,000
Operating income	(1,411,000)	(666,000)	4,462,000	6,267,000	1,556,000	8,187,000	8,345,000	23,546,000	25,477,000				6,800,000
Acquisition related costs												$ 2,400,000
Rate utilized to discount estimated net cash flow on weighted average cost of capital														12.50%
Long term growth rate														4.00%
Acquisitions (Additional Textual) [Abstract]
Spread to determine fair value of intangible assets							1.40%
Goodwill amortization period							15 years
Measurement Period							1 year

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Stockholders' Equity (Details) (USD $)	12 Months Ended
	Dec. 28, 2012
Stockholders' Equity (Textual) [Abstract]
Stock repurchase program, authorized	$ 10,000,000
Total number of share repurchased	601,994
Total cost of share repurchased	$ 3,337,000
Average cost of share repurchased	$ 5.54

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012	Dec. 30, 2011
Current assets:
Cash and cash equivalents	$ 54,311	$ 52,155
Accounts receivable, net of allowance of $8 and $5, respectively	50,074	41,051
Inventory	53,965	55,473
Deferred tax assets	2,856	1,992
Prepaid expenses and other	3,913	3,449
Total current assets	165,119	154,120
Equipment and leasehold improvements, net	9,282	10,009
Goodwill	56,662
Purchased intangibles, net	27,702	8,987
Deferred tax assets	6,634	4,766
Other non-current assets	530	417
Total assets	265,929	178,299
Current liabilities:
Bank borrowings	48,706	2,931
Accounts payable	23,485	29,451
Accrued compensation and related benefits	4,611	2,803
Deferred rent, current portion	16	895
Other current liabilities	2,418	662
Total current liabilities	79,236	36,742
Long-term debt	26,934	21,802
Deferred rent and other liabilities	2,979	2,470
Total liabilities	109,149	61,014
Commitments and contingencies (See Note 11)
Stockholders' equity:
Preferred stock - $0.001 par value, 10,000,000 authorized; none outstanding
Common stock and additional paid-in capital - $0.001 par value, 90,000,000 authorized; 27,910,851 and 22,910,649 shares issued and outstanding, in 2012 and 2011, respectively	143,180	108,838
Common shares held in treasury, at cost, 601,944 shares in 2012 and 2011, respectively	(3,337)	(3,337)
Retained earnings	16,937	11,784
Total stockholders' equity	156,780	117,285
Total liabilities and stockholders' equity	$ 265,929	$ 178,299

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Goodwill, Other Intangible Assets and Long-lived Assets (Details Textual) (USD $)	6 Months Ended		12 Months Ended
	Dec. 28, 2012	Jun. 29, 2012	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Goodwill	$ 56,662,000		$ 56,662,000
Goodwill Other Intangible Assets and Long Lived Assets (Additional Textual) [Abstract]
Amortization expense	3,800,000	0	3,786,000	0	0
Estimated fair value for AIT	104,900,000		104,900,000
Fair value of acquired entity	108,400,000		108,400,000
UCT Trade Name [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Value of UCT tradename	9,000,000		9,000,000
American Integration Technologies Reporting Units [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Terminal growth rate			4.00%
Discount rate			15.00%
Increase in estimated fair value for AIT			3,500,000
Percentage increase in estimated fair value for AIT			3.30%
American Integration Technologies Reporting Unit A [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Percentage increase in estimated fair value for AIT			2.10%
Goodwill	28,300,000		28,300,000
American Integration Technologies Reporting Unit B [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Percentage increase in estimated fair value for AIT			4.80%
Goodwill	28,400,000		28,400,000
American Integration Technologies LLC [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Terminal growth rate			4.00%
Goodwill Other Intangible Assets and Long Lived Assets (Additional Textual) [Abstract]
Estimated fair value for AIT	104,900,000		104,900,000
Trade name [Member] | American Integration Technologies LLC [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Value of AIT tradename	$ 1,900,000		$ 1,900,000
Life of AIT tradename			6 years
Customer relationships [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Estimated economic lives for intangible assets			7 years
Maximum [Member] | Intellectual property/know-how [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Estimated economic lives for intangible assets			7 years
Maximum [Member] | Trade name [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Estimated economic lives for intangible assets			7 years
Minimum [Member] | Intellectual property/know-how [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Estimated economic lives for intangible assets			6 years
Minimum [Member] | Trade name [Member]
Goodwill Other Intangible Assets and Long Lived Assets (Textual) [Abstract]
Estimated economic lives for intangible assets			6 years

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Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net income	$ 5,153	$ 23,734	$ 20,097
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	3,195	2,945	2,323
Amortization of finite-lived intangibles	3,786	0	0
Amortization of debt issuance costs	236
Deferred income tax	(2,731)	(6,278)	(284)
Excess tax benefit from stock-based compensation	(62)	(672)	(1,243)
Stock-based compensation	5,069	4,359	3,196
Changes in assets and liabilities, net of AIT acquisition:
Accounts receivable	8,047	13,538	(19,802)
Inventory	24,282	3,815	(12,312)
Prepaid expenses and other	(175)	(408)	2,378
Other non-current assets	(114)	(42)	(163)
Accounts payable	(19,498)	(16,506)	(214)
Accrued compensation and related benefits	(1,055)	(886)	1,311
Income taxes payable	63	672	1,242
Other current liabilities	1,143	(547)	(1,386)
Net cash provided by (used in) operating activities	27,339	23,724	(4,857)
Cash flows from investing activities:
Purchases of equipment and leasehold improvements	(609)	(3,983)	(3,817)
AIT acquisition, net of cash acquired	(74,945)
Proceeds from sale of equipment			46
Net cash used in investing activities	(75,554)	(3,983)	(3,771)
Cash flows from financing activities:
Proceeds from revolving credit facilities	96,824	16,000	8,000
Proceeds from long-term loans	40,000		8,000
Principal payments on revolving credit facilities	(76,462)	(16,000)
Principal payments on long-term debt and capital lease obligations	(7,758)	(3,923)	(2,453)
Payments of debt issuance costs	(1,940)
Payments of equity issuance costs	(341)
Excess tax benefit from stock-based compensation	62	672	1,243
Employees' taxes paid upon vesting of restricted stock units, Amount	(341)
Proceeds from issuance of common stock	327	1,011	1,795
Net cash provided by (used in) financing activities	50,371	(2,240)	16,585
Net increase in cash	2,156	17,501	7,957
Cash and cash equivalents at beginning of year	52,155	34,654	26,697
Cash and cash equivalents at end of year	54,311	52,155	34,654
Supplemental cash flow information:
Income taxes paid	5,311	2,231	4,538
Income tax refunds	682	936	5,004
Interest paid	1,551	1,058	934
Non-cash investing and financing activities:
Fair value of common shares issued for acquisition	29,565
Restricted stock issued	4,763	3,095	1,275
Fixed asset purchases included in accounts payable	$ 13	$ 25	$ 73

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Net Income Per Share (Details 1) (Stock Options [Member]) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Stock Options [Member]
Summary of outstanding securities excluded in computation of diluted net income (loss) per share
Outstanding options	1,514	1,655	1,983

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Balance Sheet Information (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012	Dec. 30, 2011
Summary of Inventory
Raw materials	$ 47,825	$ 42,976
Work in process	9,994	12,953
Finished goods	2,349	3,486
Inventory, gross	60,168	59,415
Reserve for excess and obsolete	(6,203)	(3,942)
Total	$ 53,965	$ 55,473

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Unaudited Quarterly Financial Results (Details Textual) (USD $)	3 Months Ended
	Dec. 28, 2012	Sep. 30, 2012	Jun. 29, 2012	Dec. 30, 2011
Quarterly Financial Results (Textual) [Abstract]
Cost of acquisition	$ 307,000	$ 454,000	$ 770,000
Increase in valuation allowances				$ 6,700,000

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Acquisition (Tables)

12 Months Ended

Dec. 28, 2012

Acquisition [Abstract]

Purchase price for the acquisitions

Fair Market Values ($000’s)
Cash and cash equivalents	$	380
Accounts receivable, net		16,959
Inventories		22,774
Other current assets		381
Property and equipment, net		1,880
Goodwill		56,662
Purchased intangible assets		22,500
Total assets acquired		121,536
Accounts payable and accrued expenses		(13,807	)
Other liabilities		(2,839	)
Total liabilities assumed		(16,646	)
Purchase price allocated	$	104,890

Summary of purchased intangible assets

	(in $000’s)							(in years)
	Purchased Intangible Assets		Accumulated Amortization			Carrying Value		Estimated Useful Life
Customer relationships	$	19,000	$	(3,449	)	$	15,551		7
Trade name (AIT)		1,900		(223	)		1,677		6
Intellectual property/know-how		1,600		(114	)		1,486		7
Tradenames (UCT)		8,987		—			8,987		*
Total	$	31,487	$	(3,786	)	$	27,701

* The UCT tradename was determined to have an indefinite life and is therefore amortized.

Unaudited pro forma consolidated results of operations

	2012		2011
	(In thousands, except per share amounts)
Net sales	$	470,275	$	622,537
Net income	$	9,305	$	28,234
Basic earnings per share	$	0.34	$	1.04
Diluted earnings per share	$	0.33	$	1.01

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Balance Sheet Information (Details 1) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012	Dec. 30, 2011
Equipment and leasehold improvements, net
Equipment and leasehold improvements, gross	$ 28,519	$ 28,992
Accumulated depreciation and amortization	(19,237)	(18,983)
Total	9,282	10,009
Computer equipment and software [Member]
Equipment and leasehold improvements, net
Equipment and leasehold improvements, gross	8,148	7,089
Furniture and fixtures [Member]
Equipment and leasehold improvements, net
Equipment and leasehold improvements, gross	1,682	1,761
Machinery and equipment [Member]
Equipment and leasehold improvements, net
Equipment and leasehold improvements, gross	8,597	9,282
Leasehold improvements [Member]
Equipment and leasehold improvements, net
Equipment and leasehold improvements, gross	$ 10,092	$ 10,860

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Income Taxes (Tables)

12 Months Ended

Dec. 28, 2012

Income Taxes [Abstract]

U.S. and foreign components of income (loss) before income taxes

	Year Ended
	December 28, 2012			December 30, 2011		December 31, 2010
U.S. operations	$	(5,546	)	$	4,839	$	14,585
Foreign operations		12,243			17,601		10,225
Total pretax income	$	6,697		$	22,440	$	24,810

Provision for taxes on income

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Current:
Federal	$	537		$	1,503		$	2,241
State		139			324			1,186
Foreign		3,608			3,157			1,766
Total current		4,284			4,984			5,193
Deferred:
Federal		(2,141	)		(4,257	)		—
State		(418	)		(2,282	)		—
Foreign		(181	)		261			(480	)
Total deferred		(2,740	)		(6,278	)		(480	)
Total provision (benefit)	$	1,544		$	(1,294	)	$	4,713

Components of net deferred tax assets and deferred tax liabilities

	December 28, 2012			December 30, 2011
Net current deferred tax asset (liability):
Inventory valuation and basis difference	$	2,236		$	1,347
Other accrued expenses		804			742
State taxes		(119	)		(77	)
		2,921			2,012
Valuation allowance		(65	)		(20	)
Net current deferred tax asset		2,856			1,992
Net non-current deferred tax asset (liability):
Deferred rent		5			8
Other accrued expenses		4,755			3,183
Depreciation		1,187			842
Net operating losses		2,271			1,853
State taxes		(798	)		(699	)
		7,420			5,187
Valuation allowance		(786	)		(421	)
Net non-current deferred tax asset:		6,634			4,766
Net deferred tax assets	$	9,490		$	6,758

Effective tax rate differs from the federal statutory tax rate

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Federal income tax provision at statutory rate		34.0	%		34.0	%		34.0	%
State income taxes, net of federal benefit		(2.8	)%		0.8	%		3.2	%
Effect of foreign operations		(15.8	)%		(11.4	)%		(9.3	)%
Valuation allowance		6.1	%		(29.8	)%		(5.0	)%
Other		1.6	%		0.6	%		(3.9	)%
Effective income tax rate		23.1	%		(5.8	)%		19.0	%

Activity related to the Company's unrecognized tax benefits

Balance as of January 1, 2010	$	920
Increases related to prior year tax positions		2
Expiration of the statute of limitations for the assessment of taxes		(883	)
Balance as of December 31, 2010	$	39
Increases related to prior year tax positions		108
Increases related to current year tax positions		24
Expiration of the statute of limitations for the assessment of taxes		(39	)
Balance as of December 30, 2011	$	132
Increases related to prior year tax positions		0
Increases related to current year tax positions		13
Expiration of the statute of limitations for the assessment of taxes		(36	)
Balance as of December 28, 2012	$	109

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Organization and Significant Accounting Policies

12 Months Ended

Dec. 28, 2012

Organization and Significant Accounting Policies [Abstract]

Organization and Significant Accounting Policies

1. Organization and Significant Accounting Policies

Organization — Ultra Clean Holdings, Inc. (the “Company”) is a leading developer and supplier of critical subsystems, primarily for the semiconductor capital equipment industry. The Company also leverages the specialized skill sets required to support semiconductor capital equipment to serve the technologically similar markets in the flat panel, medical, energy and research industries, collectively referred to as “Other Addressed Industries”. The Company develops, designs, prototypes, engineers, manufactures and tests subsystems which are highly specialized and tailored to specific steps in the semiconductor manufacturing process as well as the manufacturing processes in Other Addressed Industries. Revenue is derived from the sale of gas delivery systems and other critical subsystems including chemical mechanical planarization (CMP) subsystems, chemical delivery modules, top-plate assemblies, frame assemblies, process modules and other high level assemblies.

The Company’s customers are primarily original equipment manufacturers (OEMs) in industries it supports, providing customers complete subsystem solutions that combine the Company’s expertise in design, test, component characterization and highly flexible manufacturing operations with quality control and financial stability. This combination helps the Company to drive down total manufacturing costs, reduce design-to-delivery cycle times and maintain high quality standards for the Company’s customers. The Company believes these characteristics, as well as the Company’s standing as a leading supplier of gas delivery systems and other critical subsystems, place the Company in a strong position to benefit from the demand for subsystem outsourcing.

Principles of Consolidation — The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and all intercompany accounts and transactions have been eliminated in consolidation. The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years.

Foreign Currency Translation — The Company has reviewed its non-U.S. subsidiaries (of which all of its non-U.S. asset base resides in Asia) that operate in a local currency environment to determine their functional currency by examining how and in what currency each subsidiary generates cash through billings and cash receipts and how and in what currency the subsidiary expends cash through payment of its vendors and payment of its workforce. Also, these subsidiaries’ individual assets and liabilities that are primarily denominated in the local foreign currency are examined for their impact on the Company’s cash flows. All have been determined to have the U.S. dollar as its functional currency. All balance sheet accounts of these local functional currency subsidiaries are translated at the fiscal period-end exchange rate, and income and expense accounts are translated using average rates in effect for the period, except for costs related to those balance sheet items that are translated using historical exchange rates. Foreign currency transaction gains and losses are recorded in other income (expense), net.

In July 2012, the Company completed its acquisition of American Integration Technologies LLC (“AIT”). Beginning in the third quarter of fiscal 2012, the acquired business is included in the Company’s consolidated results of operations.

Use of Accounting Estimates — The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustment. Actual amounts may differ from those estimates.

Certain Significant Risks and Uncertainties — The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, any of the following areas could have a negative effect on the Company in terms of its future financial position, results of operations or cash flows: the general state of the U.S. and world economies, the highly cyclical nature of the industries the Company serves; the loss of any of a small number of customers; ability to obtain additional financing; inability to meet certain debt covenants; failure to successfully integrate completed acquisitions; ineffectiveness in pursuing acquisition opportunities; regulatory changes; fundamental changes in the technology underlying semiconductor, flat panel, solar and medical device manufacturing processes or manufacturing equipment; the hiring, training and retention of key employees; successful and timely completion of product design efforts; and new product design introductions by competitors.

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

Significant sales to customers— The Company’s most significant customers (having accounted for 10% or more of annual sales) and their related sales as a percentage of total sales for each of the previous three years, were as follows:

	Fiscal Year Ended
	2012			2011			2010
Applied Materials, Inc. (1)		38	%		40	%		40	%
Lam Research Corporation (2)		33	%		31	%		36	%
Total		71	%		71	%		76	%

(1) In November 2011, Applied Materials Inc. completed the acquisition of Varian Semiconductor Equipment Associates, Inc., one of the Company’s customers. The sales percentages for Applied Materials, Inc. for 2011 and 2010 include sales to Varian Semiconductor Equipment Associates, Inc. The sales percentages for Applied Materials, Inc. for all periods presented have been updated to reflect the inclusion of sales to Varian Semiconductor Equipment Associates, Inc., for comparison purposes.

(2) In June 2012, Lam Research Corporation completed the acquisition of Novellus Systems, Inc., one of the Company’s customers. The sales percentages for Lam Research Corporation for 2012, 2011 and 2010 include sales to Novellus Systems, Inc. The sales percentages for Lam Research Corporation for all periods presented have been updated to reflect the inclusion of sales to Novellus Systems, Inc., for comparison purposes.

Three customers’ accounts receivable balances- Applied Materials, Inc., Lam Research Corporation and ASM International- were individually greater than 10% of accounts receivable as of December 28, 2012 and, in the aggregate, represented approximately 84% of accounts receivable. Two customers’ accounts receivable balances- Applied Materials, Inc. and Lam Research Corporation- were individually greater than 10% of accounts receivable at December 30, 2011 and, in the aggregate, represented approximately 72% of accounts receivable.

Fair Value of Financial Instruments — The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and bank borrowings. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates their fair value because of their short-term nature.

The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy:

Level I — Quoted prices in active markets for identical assets or liabilities,

Level 2 — Observable inputs other than the Level I prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities,

Level 3 — Unobservable inputs in which there is little or no market data, and that are significant to the fair value of the assets or liabilities.

The Company’s only financial asset measured at fair value on a recurring basis is an overnight sweep account invested in money market funds which are cash and cash equivalents which are defined as securities for which maturities at day of purchase is less than 90 days and with a carrying value and fair value of $24.0 million at December 28, 2012, based on Level 2 inputs. The Company’s only financial liability measured at fair value is the Company’s credit facility. Specifically, the Company’s long term debt was based on level 2 inputs and fair value was determined using quoted prices for similar liabilities in inactive markets and the Company’s outstanding borrowings under the Company’s revolving credit facility were based on level 2 inputs and fair value was determined using inputs other than quoted prices that are observable, specifically, discounted cash flows of expected payments at current borrowing rates. The Company’s carrying value approximates fair value for the Company’s long term debt and revolving credit facility.

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

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

At December 28, 2012 and December 30, 2011, inventory balances were $54.0 million and $55.5 million, respectively, net of reserves of $6.2 million and $3.9 million, respectively. The inventory write-downs are recorded as an inventory valuation allowance established on the basis of obsolete inventory or specific identified inventory in excess of estimated usage. Inventory write-downs were $1.2 million, $1.4 million and $1.4 million in the years ended December 28, 2012, December 30, 2011 and December 31, 2010, respectively.

Equipment and Leasehold Improvements — Equipment and leasehold improvements are stated at cost, or, in the case of equipment under capital leases, the present value of future minimum lease payments at inception of the related lease. Depreciation and amortization are computed using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the leases. Useful lives range from three to fifteen years.

Product Warranty — The Company provides a warranty on its products for a period of up to two years, and provides for warranty costs at the time of sale based on historical activity. Determination of the warranty reserve requires the Company to make estimates of product return rates and expected costs to repair or replace the products under warranty. If actual return rates and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize additional cost of sales may be required in future periods. The warranty reserve is included in other current liabilities on the consolidated balance sheet. Product warranty cost activity consisted of the following (in thousands):

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Beginning Balance	$	350		$	204		$	112
Additions related to sales		47			726			451
Warranty costs incurred		(245	)		(580	)		(359	)
Ending Balance	$	152		$	350		$	204

Income Taxes — The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense.

The determination of the Company’s tax provision is subject to judgments and estimates. The carrying value of the Company’s net deferred tax assets, which is made up primarily of tax deductions, assumes it will be able to generate sufficient future income to fully realize these deductions. In determining whether the realization of these deferred tax assets may be impaired, the Company makes judgments with respect to whether it is likely to generate sufficient future taxable income to realize these assets. The Company has a valuation allowance on the deferred tax assets of one of its China subsidiaries in the amounts of $851,000 and $441,000 as of December 28, 2012 and December 30, 2011, respectively.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position. Management believes that it has adequately provided for any adjustments that may result from these examinations, however, the outcome of tax audits cannot be predicted with certainty.

Revenue Recognition — Product revenue is generally recorded upon shipment. In arrangements which specify title transfer upon delivery, revenue is not recognized until the product is delivered. The Company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability is reasonably assured. If the Company has not substantially completed a product or fulfilled the terms of a sales agreement at the time of shipment, revenue recognition is deferred until fulfillment. The Company’s standard arrangement for its customers includes a signed purchase order or contract, no right of return of delivered products and no customer acceptance provisions.

The Company assesses collectability based on the credit worthiness of the customer and past transaction history. The Company performs on-going credit evaluations of customers and generally does not require collateral from customers.

Research and Development Costs — Research and development costs are expensed as incurred.

Net Income (loss) per Share — Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding for the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding and common equivalent shares from dilutive stock options and restricted stock using the treasury stock method, except when such shares are anti-dilutive (see Note 9 to Consolidated Financial Statements).

Comprehensive Income (Loss) — The Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) for all periods presented was the same as net income (loss).

Segments — The Financial Accounting Standards Board’s (FASB) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is considered to be the Chief Executive Officer. The Company operates in one reporting segment.

Business Combinations—The Company recognizes assets acquired (including goodwill and identifiable intangible assets) and liabilities assumed at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred.

Stock-based compensation and deferred stock-based compensation

The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives and certain employees. These equity-based awards include stock options, restricted stock awards and restricted stock units. The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price.

Stock-based compensation expense includes compensation costs related to estimated fair values of stock options and awards granted. Stock-based compensation expense from stock options and stock awards and the related income tax benefit recognized were $5.1 million and $1.2 million, respectively, for fiscal year 2012, $4.4 million and $1.0 million, respectively, for fiscal year 2011, and $3.2 million and $0.6 million, respectively, for fiscal year 2010.

The estimated fair value of the Company’s equity-based awards, net of expected forfeitures, is amortized over the awards’ vesting period on a straight-line basis over a weighted average period of four years for stock options three years for restricted stock awards and will be adjusted for subsequent changes in estimated forfeitures and future option grants.

On June 10, 2010, the stockholders of the Company approved amendments to the Company’s 2003 Amended and Restated Stock Incentive Plan, which included: an increase in share authorization by 1,500,000 common shares and the elimination of the Company’s ability to increase further the number of shares under the plan without stockholder approval. Changes to the 2003 Amended and Restated Stock Incentive Plan are more fully described in the Company’s definitive proxy statement filed on April 23, 2010.

Determining Fair Value

Valuation and amortization method. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach. All options are amortized over the requisite service periods of the awards, which are generally the vesting periods, and are amortized using the straight-line basis method.

Expected term. The expected term of options granted represents the period of time that they are expected to be outstanding. The Company estimates the expected term of options granted based on historical exercise patterns, which the Company believes are representative of future behavior.

Expected volatility. The Company estimates the volatility of its common stock in the Black-Scholes option valuation at the date of grant based on historical volatility rates over the expected term.

Risk-free interest rate. The Company bases the risk-free interest rate in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with equivalent remaining term.

Dividend yield. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of 0.0% in the Black-Scholes option valuation model.

Forfeiture rate. The FASB’s guidance regarding stock-based compensation requires the Company to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.

The exercise price of each stock option equals the market price of the Company’s stock on the date of grant. The weighted average estimated fair value of employee stock option grants for the 2010 was $6.42. There were no employee stock option grants by the Company for years 2011 and 2012. Generally, options vest over four years and expire no later than ten years from the grant date. The weighted average assumptions used in the model for 2010 are outlined in the following table:

	December 31, 2010
Dividend yield		0.0	%
Expected volatility		75.0	%
Risk-free interest rate		1.9	%
Expected life (in years)		5.5

During fiscal years 2012, 2011 and 2010, the Company recorded $3.9 million, $3.4 million and $2.6 million, respectively, of stock-based compensation expense, net of tax, associated with employee and director stock plans and employee stock purchase plan programs. As of December 28, 2012, there was $5.7 million, net of forfeitures of $1.0 million, of unrecognized compensation cost related to employee and director stock which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.6 years, and will be adjusted for subsequent changes in estimated forfeitures and future grants.

Total stock-based compensation during the fiscal years 2012, 2011 and 2010, respectively, to various operating expense categories was as follows (in thousands):

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Cost of goods sold (1)	$	1,263		$	1,397		$	809
Sales and marketing		475			380			414
Research and development		339			325			255
General and administrative		2,992			2,257			1,718
		5,069			4,359			3,196
Income tax benefit		(1,171	)		(1,046	)		(607	)
Net stock-based compensation expense	$	3,898		$	3,313		$	2,589

(1) There are no stock-based compensation expenses capitalized in inventory for fiscal years 2011 and 2010. At the end of fiscal 2012, the Company began including stock compensation as a component of the absorption calculation for inventory. Such amount capitalized to inventory in 2012 was immaterial.

Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually during the fourth quarter of each fiscal year. Purchased intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated future discounted cash flows. The Company accounts for intangible assets in accordance with ASC 360. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present.

Intangible assets reviews are performed to determine whether the carrying value is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate. See Note 4 for further discussion.

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In accordance with ASC No. 350, Intangibles-Goodwill and Other, (“ASC 350”), the Company tests goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis in the fourth quarter of each fiscal year or more frequently if the Company believes indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of the Company’s reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The Company would then record a charge based on the results of the second step.

Long-lived Assets

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

At the end of fiscal years 2012 and 2011 the Company assessed the useful lives of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required.

Recently Issued Accounting Standards

Recently Issued Accounting Standards — In July 2012, the Financial Accounting Standards Board amended its existing guidance for goodwill and other intangible assets. This authoritative guidance gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. To perform a qualitative assessment, a company must identify and evaluate changes in economic, industry and company-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset. If a company determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. This authoritative guidance becomes effective for the Company in the first quarter of fiscal 2013, with early adoption permitted. The implementation of this authoritative guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In September 2011, the FASB approved a revised accounting standard update intended to simplify how an entity tests goodwill for impairment. The amendment allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more-likely-than-not that its fair value is less than its carrying amount. The adoption of this accounting standard update in fiscal year 2012 did not have any impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued authoritative guidance on the presentation of comprehensive income to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This authoritative guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. In December 2011, the requirement regarding the presentation of reclassification adjustments out of accumulated other comprehensive income was deferred indefinitely. The new guidance, except for the provision deferred, was effective for the Company in the first quarter of fiscal 2012 and had no impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued authoritative guidance to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. accounting principals generally accepted in the United States of America and International Financial Reporting Standards. This authoritative guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. This authoritative guidance also expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. As a result of this new guidance, we disclosed the level of the fair value hierarchy within which the fair value measurements of assets and liabilities disclosed but not recorded at fair value were categorized (see Note 1). Other items in this new guidance had no impact to the Company’s consolidated financial statements.

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 28, 2012	Dec. 30, 2011
Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance	$ 8	$ 5
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	90,000,000	90,000,000
Common Stock, shares issued	27,910,851	22,910,649
Common stock, shares outstanding	27,910,851	22,910,649
Treasury stock, shares	601,944	601,944

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Commitments and Contingencies

12 Months Ended

Dec. 28, 2012

Commitments and Contingencies [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

The Company had commitments to purchase inventory totaling approximately $25.2 million at December 28, 2012.

The Company also leases properties domestically in Hayward, California, Austin, Texas, Chandler, Arizona, and South San Francisco, CA and overseas in China, Singapore and the Philippines. The Company’s total remaining future minimum lease payments as of December 28, 2012, over the remaining terms of these leases will be approximately $24.2 million.

During the fourth quarter 2012 the Company amended its Hayward, California lease to extend the lease from 2015 to 2022.

The Company leases certain of its facilities under non-cancelable leases, which expire on various dates through 2022. As of December 29, 2012, future minimum payments under these operating leases were as follows (in thousands):

Fiscal year
2013	$	3,928
2014		3,681
2015		3,241
2016		2,658
2017		2,129
Thereafter		8,571
Total minimum lease payments	$	24,203

From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, the Company has not had a history of outcomes to date that have been material to the statement of operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows.

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Document and Entity Information (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Feb. 28, 2013	Jun. 29, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	ULTRA CLEAN HOLDINGS INC
Entity Central Index Key	0001275014
Document Type	10-K/A
Document Period End Date	Dec. 28, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-28
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		28,155,408
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 150.5
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No

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Unaudited Quarterly Financial Results

12 Months Ended

Dec. 28, 2012

Quarterly Financial Information Disclosure [Abstract]

Unaudited Quarterly Financial Results

12. Unaudited Quarterly Financial Results

	First Quarter		Second Quarter as Previously Reported		Second Quarter Corrections			Second Quarter as Corrected		Third Quarter as Previously Reported			Third Quarter Corrections			Third Quarter as Corrected			Fourth Quarter			Fiscal Year
	(In thousands, except per share data)
Fiscal Year 2012
Sales	$	110,565	$	101,949	$	—		$	101,949	$	100,849		$	—		$	100,849		$	90,067		$	403,430
Gross profit		15,660		14,254		—			14,254		14,323			—			14,323			11,551			55,788
Operating expenses		9,393		9,338		454	(a)		9,792		15,750			(761	)(a),(b)		14,989			12,655			47,136
Income from operations		6,267		4,916		(454	)		4,462		(1,427	)		761			(666	)		(1,411	)		8,345
Income tax provision (benefit)		1,502		979		679	(c),(d)		1,658		(539	)		184	(d)		(356	)		(398	)		1,544
Net income (loss)		4,660		3,923		(1,133	)		2,790		(1,701	)		577			(1,124	)		(1,729	)		5,153
Earnings per share — basic		0.20		0.17		(0.05	)		0.12		(0.06	)		0.02			(0.04	)		(0.04	)		0.20
Earnings per share — diluted		0.20		0.17		(0.05	)		0.12		(0.06	)		0.02			(0.04	)		(0.04	)		0.20
	First Quarter		Second Quarter							Third Quarter									Fourth Quarter*			Fiscal Year*
Fiscal Year 2011
Sales	$	126,719	$	133,741						$	105,306								$	86,873		$	452,639
Gross profit		17,552		18,993							12,852									9,595			58,992
Operating expenses		9,365		9,500							8,542									8,039			35,446
Income from operations		8,187		9,493							4,310									1,556			23,546
Income tax provision (benefit)		1,999		2,168							880									(6,341	)		(1,294	)
Net income (loss)		5,820		6,958							3,155									7,801			23,734
Earnings per share — basic		0.26		0.31							0.14									0.34			1.05
Earnings per share — diluted		0.25		0.30							0.14									0.34			1.01

* Net income for the fourth quarter and fiscal year 2011 includes the effect of a $6.7 million reversal of a deferred tax valuation allowance.

In the above table, management has made certain corrections to amounts previously reported for the quarters ended June 29, 2012 and September 29, 2012. These corrections relate to:

a) $454,000 of costs associated with the acquisition of AIT that were capitalized at June 29, 2012 and expensed in the quarter ended September 29, 2012, which should have been expensed in the quarter ended June 29, 2012;

b) the reversal of $307,000 of expense associated with performance equity awards that was recorded in the quarter ended December 28, 2012, but should have been recorded in the quarter ended September 29, 2012; and,

c) foreign tax payments of $770,000 that were recorded as a reduction of other current liabilities as of June 29, 2012 and September 28, 2012, and expensed in the quarter ended December 28, 2012, but should have been expensed in the quarter ended June 29, 2012.

d) the tax effect of items a) and b) above.

The Company has concluded that, due to the nature of the affected expenses as described above, these corrections are not material to the interim financial statements for the three and six month periods ended June 29, 2012, and three and nine month periods ended September 29, 2012. The Company will record such corrections in its 2012 interim financial statements for the periods ended June 29, 2012 and September 29, 2012 to be included in its reports on Form 10-Q for the second and third quarters of fiscal 2013.

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Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Consolidated Statements of Operations [Abstract]
Sales	$ 403,430	$ 452,639	$ 443,134
Cost of goods sold	347,642	393,647	383,993
Gross profit	55,788	58,992	59,141
Operating expenses:
Research and development	5,121	5,556	5,487
Sales and marketing	7,033	7,257	6,887
General and administrative	32,858	22,633	21,290
Acquisition costs	2,431
Total operating expenses	47,443	35,446	33,664
Income from operations	8,345	23,546	25,477
Interest expense and other, net	1,648	1,106	667
Income before provision (benefit) for income taxes	6,697	22,440	24,810
Income tax provision (benefit)	1,544	(1,294)	4,713
Net income	$ 5,153	$ 23,734	$ 20,097
Net income per share:
Basic	$ 0.20	$ 1.05	$ 0.92
Diluted	$ 0.20	$ 1.01	$ 0.87
Shares used in computing net income (loss) per share
Basic	25,698	22,689	21,799
Diluted	26,261	23,437	22,975

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Income Taxes

12 Months Ended

Dec. 28, 2012

Income Taxes [Abstract]

Income Taxes

6. Income Taxes

U.S. and foreign components of income (loss) before income taxes were (in thousands):

	Year Ended
	December 28, 2012			December 30, 2011		December 31, 2010
U.S. operations	$	(5,546	)	$	4,839	$	14,585
Foreign operations		12,243			17,601		10,225
Total pretax income	$	6,697		$	22,440	$	24,810

The provision for taxes on income consisted of the following (in thousands):

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Current:
Federal	$	537		$	1,503		$	2,241
State		139			324			1,186
Foreign		3,608			3,157			1,766
Total current		4,284			4,984			5,193
Deferred:
Federal		(2,141	)		(4,257	)		—
State		(418	)		(2,282	)		—
Foreign		(181	)		261			(480	)
Total deferred		(2,740	)		(6,278	)		(480	)
Total provision (benefit)	$	1,544		$	(1,294	)	$	4,713

Significant components of net deferred tax assets and deferred tax liabilities for federal and state income taxes were as follows (in thousands):

	December 28, 2012			December 30, 2011
Net current deferred tax asset (liability):
Inventory valuation and basis difference	$	2,236		$	1,347
Other accrued expenses		804			742
State taxes		(119	)		(77	)
		2,921			2,012
Valuation allowance		(65	)		(20	)
Net current deferred tax asset		2,856			1,992
Net non-current deferred tax asset (liability):
Deferred rent		5			8
Other accrued expenses		4,755			3,183
Depreciation		1,187			842
Net operating losses		2,271			1,853
State taxes		(798	)		(699	)
		7,420			5,187
Valuation allowance		(786	)		(421	)
Net non-current deferred tax asset:		6,634			4,766
Net deferred tax assets	$	9,490		$	6,758

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

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Federal income tax provision at statutory rate		34.0	%		34.0	%		34.0	%
State income taxes, net of federal benefit		(2.8	)%		0.8	%		3.2	%
Effect of foreign operations		(15.8	)%		(11.4	)%		(9.3	)%
Valuation allowance		6.1	%		(29.8	)%		(5.0	)%
Other		1.6	%		0.6	%		(3.9	)%
Effective income tax rate		23.1	%		(5.8	)%		19.0	%

The provision for the year ended December 28, 2012, includes an increase of $0.4 million to the valuation allowance on the deferred tax assets of one of its China subsidiaries as a result of an increase in deferred tax assets for which there is a full valuation allowance. The provision for the year ended December 30, 2011, includes a partial release of valuation allowance of $6.7 million (see discussion below). The provision for the year ended December 31, 2010, includes a reversal of $0.9 million of previously established tax liability related to the Company’s uncertain tax positions due to the finalization of the Company’s tax returns for the period 2006 through 2009 by the Internal Revenue Service, and a partial release of valuation allowance of $1.2 million (see discussion below).

Undistributed earnings of the Company’s foreign subsidiaries at December 28, 2012 are considered to be indefinitely reinvested and no provision for U.S. income taxes has been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes. It is not practicable to determine the income tax liability that might be incurred if these earnings were to be distributed.

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

Balance as of January 1, 2010	$	920
Increases related to prior year tax positions		2
Expiration of the statute of limitations for the assessment of taxes		(883	)
Balance as of December 31, 2010	$	39
Increases related to prior year tax positions		108
Increases related to current year tax positions		24
Expiration of the statute of limitations for the assessment of taxes		(39	)
Balance as of December 30, 2011	$	132
Increases related to prior year tax positions		0
Increases related to current year tax positions		13
Expiration of the statute of limitations for the assessment of taxes		(36	)
Balance as of December 28, 2012	$	109

The Company’s gross liability for unrecognized tax benefits as of December 28, 2012, December 30, 2011 and December 31, 2010 was $109,000, $132,000 and $39,000, respectively. Increases or decreases to interest and penalties on uncertain tax positions are included in income tax provision (benefit) in the Consolidated Statements of Operations. Interest related to uncertain tax positions were $8,000 for the periods ended December 28, 2012, $10,000 for the periods ended December 30, 2011 and $7,000 for the periods ended December 31, 2010. Although it is possible some of the unrecognized tax benefits could be settled within the next twelve months, the Company cannot reasonably estimate the outcome at this time.

The determination of the Company’s tax provision is subject to judgments and estimates. The carrying value of our net deferred tax assets, which is made up primarily of tax deductions, assumes we will be able to generate sufficient future income to fully realize these deductions. In determining whether the realization of these deferred tax assets may be impaired, we make judgments with respect to whether we are likely to generate sufficient future taxable income to realize these assets. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position.

As of December 28, 2012, the Company maintained a full valuation allowance on one of its China subsidiaries in the amount of $0.9 million as the Company believes it is more likely than not that the deferred tax asset will not be realized. In order to reverse a valuation allowance, accounting principles generally accepted in the United States of America suggests that the Company review the cumulative income/loss in recent years as well as determine the Company’s ability to generate sufficient future taxable income to realize the Company’s net deferred tax assets During the fourth quarter of fiscal 2011 the Company reversed all of the valuation allowance related to the Company’s U.S. federal and state deferred tax assets in the amount of $6.7 million as the Company determined that it was more likely than not that it would generate sufficient taxable income to realize its deferred tax assets.

The Company files income tax returns in the U.S. federal jurisdiction, various states and foreign jurisdictions. The Company’s 2009 through 2011 federal income tax returns are open to audit through the statute of limitations by the Internal Revenue Service. The Company’s 2008 through 2012 state income tax returns are open to audit by the California Franchise Tax Board. The Company is also subject to examination in various other jurisdictions for various periods. The Company’s federal returns are still open for fiscal years 2004 through 2007 due to the carryback of losses.

The Company is currently experiencing a tax holiday related to its Singapore subsidiary that will expire for tax years beginning January 2015. The Company’s Singapore subsidiary recorded a net profit, considered insignificant by the Company, for the year ended December 28, 2012.

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Borrowing Arrangements

12 Months Ended

Dec. 28, 2012

Borrowing Arrangements [Abstract]

Borrowing Arrangements

5. Borrowing Arrangements

On July 3, 2012, in connection with the Company’s acquisition of AIT and the refinancing of its prior credit facility, the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company, certain of its subsidiaries, Silicon Valley Bank, U.S. Bank National Association and HSBC Bank (collectively, the “Lenders”). The Credit Agreement provides for a term loan in an aggregate principal amount of $40.0 million (the “Term Loan”) and a revolving credit facility in an aggregate principal amount of $40.0 million (the “Revolving Credit Facility”), a letter of credit facility in the aggregate availability amount of $15.0 million (as a sublimit of such Revolving Credit Facility) (the “L/C Facility”) and a swingline sub-facility in the aggregate availability amount of $4.0 million (as a sublimit of the Revolving Credit Facility) (together with the Term Loan, the Revolving Credit Facility and the L/C Facility, the “Credit Facility”). On July 3, 2012, the Company borrowed an aggregate of $40.0 million under the Term Loan and approximately $39.8 million under the Revolving Credit Facility. The borrowed funds were used at the closing of the Company’s acquisition of AIT to finance the acquisition and repay the outstanding balance of $3.7 million to Silicon Valley Bank as lender under the Company’s prior credit facility. The prior credit facility was terminated in connection with this transaction.

The Credit Facility must be repaid in consecutive quarterly installments of $2.5 million, with the first payment due on September 30, 2012, and with the balance of the then-outstanding principal amount due at the final maturity, which is July 3, 2016. The Revolving Credit Facility is available for the four-year period beginning on July 3, 2012. The Credit Agreement includes customary representations, warranties, covenants and events of default. The Company and certain of its subsidiaries have agreed to secure all of their obligations under the Credit Agreement by granting a first priority lien in substantially all of their respective personal property assets of these entities (subject to certain exceptions and limitations).

At the Company’s option, borrowings under the Term Loan and Revolving Credit Facility (subject to certain limitations) bear interest at either a base rate or at the London Interbank Offered Rate (“LIBOR”) (with the LIBOR being adjusted for certain Eurocurrency reserve requirements, if any, as described in the Credit Agreement), plus, in each case, an applicable margin based on our consolidated leverage ratio. All loans described above made on July 3, 2012 were initially base rate loans, carrying interest of 3.75%. The Company expects, however, that the effective interest rate will be higher due to the incurrence of certain loan-related costs of approximately $1.9 million that will be treated as deferred interest and amortized over the life of the loan.

The Credit Agreement requires us to maintain certain financial covenants including a minimum consolidated fixed charge coverage ratio, a maximum consolidated leverage ratio and minimum domestic cash balances. For the measurement periods ending in November and December of 2012, the Company was not in compliance with such covenants. On February 15, 2013, the Company and the Lenders amended the Credit Agreement in order for the lenders to waive such non-compliance and to modify the financial covenants contained in the Credit Agreement, effective January 30, 2013. The Credit Agreement, as amended, requires the Company to comply with the following financial covenants:

• a minimum consolidated fixed charge coverage ratio (as defined in the Credit Agreement, as amended), measured over the preceding four fiscal quarters, beginning as of the end of the third quarter of fiscal 2014, of 1.10 to 1.00, increasing to1.25 to 1.00 as of the end of each fiscal quarter beginning with the first quarter of fiscal 2015 and thereafter;

• a maximum consolidated leverage ratio (as defined in the Credit Agreement, as amended) measured over the receding four fiscal quarters, beginning, as of the end of the third quarter of fiscal 2014, of 4.00 to 1.00, stepping down to 3.75 to 1.00 as of the end of the fourth quarter of fiscal 2014 and thereafter to and including the third quarter of 2015, and 3.25 to 1.00 as of the end of each fiscal quarter beginning with the fourth quarter of 2015 and thereafter;

• minimum domestic cash of $15.0 million as of the last day of any fiscal quarter and $10.0 million as of the last day of any other fiscal month from January 25, 2013 and thereafter;

• a minimum consolidated quick ratio (as defined in the Credit Agreement, as amended) of 1.10 to 1.00 as of the end of each fiscal month from January 25, 2013 and thereafter;

• minimum consolidated adjusted EBITDA (as defined in the Credit Agreement, as amended), measured over the preceding two quarters, of $3.5 million as of the end of the fourth quarter of 2012, $2.5 million as of the end of the first quarter of 2013, $3.0 million as of the end of the second quarter of 2013, $4.0 million as of the end of the third quarter of 2013, $6.0 million as of the end of the fourth quarter of 2013, $7.0 million as of the end of the first quarter of 2014 and $8.0 million as of the end of the second quarter of 2014 and each quarter thereafter.

The Credit Agreement contains provisions requiring the following mandatory prepayments (subject to certain exceptions and limitations): (i) prepayments equal to 50% of the net cash proceeds from the issuance of capital stock by the Company’s primary operating subsidiary (or any of its subsidiaries); (ii) prepayments equal to 100% of the net cash proceeds from the incurrence of any indebtedness by the Company’s primary operating subsidiary over $250,000; (iii) prepayments equal to the net cash proceeds from certain asset sales or insurance or condemnation recoveries; and (iv) annual prepayments in an amount equal to (a) 33% of excess cash flow (as defined in the Credit Agreement, as amended) if the aggregate outstanding principal amount of the Term Loan equals or exceeds $20.0 million and (b) 25% of excess cash flow if the aggregate outstanding principal amount of the Term Loan equals or exceeds $10.0 million but is less than $20.0 million.

The Credit Agreement also restricts the Company from declaring or paying any cash dividends.

As of December 28, 2012, the Company’s term loan and revolver balances were $36.7 million and $38.9 million, respectively, which are net of debt issuance costs of $878,000 and $826,000, respectively for a total debt balance of $75.6 million. The Company analyzed the Credit Agreement and determined that the outstanding balance of revolver debt should be classified as short-term due to acceleration clauses in the agreement.

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Goodwill, Other Intangible Assets and Long-lived Assets (Tables)

12 Months Ended

Dec. 28, 2012

Goodwill, Other Intangible Assets and Long-lived Assets [Abstract]

Details of goodwill

	Gross Amount		Accumulated Impairment			Net Carrying Amount
Year Ended December 28, 2012
Goodwill	$	90,705	$	(34,043	)	$	56,662
Year Ended December 30, 2011
Goodwill*	$	34,043	$	(34,043	)	$	—

* represents aggregate goodwill recorded for the UCT acquisition in 2002 and for Sieger Engineering LLC acquisition in 2006.

Goodwill and other indefinite lived intangible assets

	December 28, 2012						December 30, 2011
	Goodwill		Intangible Assets		Total		Goodwill		Intangible Assets		Total
Carrying amount	$	56,662	$	27,701	$	84,364	$	—	$	8,987	$	8,987

Details of finite-lived intangible assets

	Useful Life		Purchased Intangible Assets
	(in years)		(in $ 000’s)
Customer relationships		7	$	19,000
Trade-name		6		1,900
Intellectual Property/Know-How		7		1,600
Total purchased intangible assets				22,500
Accumulated amortization				(3,786	)
Carrying amount			$	18,714

Future estimated amortization expense

	Amortization Expense
	(in $000’s)
2013	$	5,993
2014		4,884
2015		2,813
2016		2,293
2017		1,386
2018		848
2019		497
Total	$	18,714

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Organization and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 28, 2012

Organization and Significant Accounting Policies [Abstract]

Organization

Organization — Ultra Clean Holdings, Inc. (the “Company”) is a leading developer and supplier of critical subsystems, primarily for the semiconductor capital equipment industry. The Company also leverages the specialized skill sets required to support semiconductor capital equipment to serve the technologically similar markets in the flat panel, medical, energy and research industries, collectively referred to as “Other Addressed Industries”. The Company develops, designs, prototypes, engineers, manufactures and tests subsystems which are highly specialized and tailored to specific steps in the semiconductor manufacturing process as well as the manufacturing processes in Other Addressed Industries. Revenue is derived from the sale of gas delivery systems and other critical subsystems including chemical mechanical planarization (CMP) subsystems, chemical delivery modules, top-plate assemblies, frame assemblies, process modules and other high level assemblies.

The Company’s customers are primarily original equipment manufacturers (OEMs) in industries it supports, providing customers complete subsystem solutions that combine the Company’s expertise in design, test, component characterization and highly flexible manufacturing operations with quality control and financial stability. This combination helps the Company to drive down total manufacturing costs, reduce design-to-delivery cycle times and maintain high quality standards for the Company’s customers. The Company believes these characteristics, as well as the Company’s standing as a leading supplier of gas delivery systems and other critical subsystems, place the Company in a strong position to benefit from the demand for subsystem outsourcing.

Principles of Consolidation

Principles of Consolidation — The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries and all intercompany accounts and transactions have been eliminated in consolidation. The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years.

Foreign Currency Translation

Foreign Currency Translation — The Company has reviewed its non-U.S. subsidiaries (of which all of its non-U.S. asset base resides in Asia) that operate in a local currency environment to determine their functional currency by examining how and in what currency each subsidiary generates cash through billings and cash receipts and how and in what currency the subsidiary expends cash through payment of its vendors and payment of its workforce. Also, these subsidiaries’ individual assets and liabilities that are primarily denominated in the local foreign currency are examined for their impact on the Company’s cash flows. All have been determined to have the U.S. dollar as its functional currency. All balance sheet accounts of these local functional currency subsidiaries are translated at the fiscal period-end exchange rate, and income and expense accounts are translated using average rates in effect for the period, except for costs related to those balance sheet items that are translated using historical exchange rates. Foreign currency transaction gains and losses are recorded in other income (expense), net.

In July 2012, the Company completed its acquisition of American Integration Technologies LLC (“AIT”). Beginning in the third quarter of fiscal 2012, the acquired business is included in the Company’s consolidated results of operations.

Use of Accounting Estimates

Use of Accounting Estimates — The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustment. Actual amounts may differ from those estimates.

Certain Significant Risks and Uncertainties

Certain Significant Risks and Uncertainties — The Company operates in a dynamic industry and, accordingly, can be affected by a variety of factors. For example, any of the following areas could have a negative effect on the Company in terms of its future financial position, results of operations or cash flows: the general state of the U.S. and world economies, the highly cyclical nature of the industries the Company serves; the loss of any of a small number of customers; ability to obtain additional financing; inability to meet certain debt covenants; failure to successfully integrate completed acquisitions; ineffectiveness in pursuing acquisition opportunities; regulatory changes; fundamental changes in the technology underlying semiconductor, flat panel, solar and medical device manufacturing processes or manufacturing equipment; the hiring, training and retention of key employees; successful and timely completion of product design efforts; and new product design introductions by competitors.

Concentration of Credit Risk

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

Significant sales to customers

Significant sales to customers— The Company’s most significant customers (having accounted for 10% or more of annual sales) and their related sales as a percentage of total sales for each of the previous three years, were as follows:

	Fiscal Year Ended
	2012			2011			2010
Applied Materials, Inc. (1)		38	%		40	%		40	%
Lam Research Corporation (2)		33	%		31	%		36	%
Total		71	%		71	%		76	%

(1) In November 2011, Applied Materials Inc. completed the acquisition of Varian Semiconductor Equipment Associates, Inc., one of the Company’s customers. The sales percentages for Applied Materials, Inc. for 2011 and 2010 include sales to Varian Semiconductor Equipment Associates, Inc. The sales percentages for Applied Materials, Inc. for all periods presented have been updated to reflect the inclusion of sales to Varian Semiconductor Equipment Associates, Inc., for comparison purposes.

(2) In June 2012, Lam Research Corporation completed the acquisition of Novellus Systems, Inc., one of the Company’s customers. The sales percentages for Lam Research Corporation for 2012, 2011 and 2010 include sales to Novellus Systems, Inc. The sales percentages for Lam Research Corporation for all periods presented have been updated to reflect the inclusion of sales to Novellus Systems, Inc., for comparison purposes.

Three customers’ accounts receivable balances- Applied Materials, Inc., Lam Research Corporation and ASM International- were individually greater than 10% of accounts receivable as of December 28, 2012 and, in the aggregate, represented approximately 84% of accounts receivable. Two customers’ accounts receivable balances- Applied Materials, Inc. and Lam Research Corporation- were individually greater than 10% of accounts receivable at December 30, 2011 and, in the aggregate, represented approximately 72% of accounts receivable.

Fair Value of Financial Instruments

Fair Value of Financial Instruments — The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and bank borrowings. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximates their fair value because of their short-term nature.

The accounting guidance for fair value measurements prioritizes the inputs used in measuring fair value in the following hierarchy:

Level I — Quoted prices in active markets for identical assets or liabilities,

Level 2 — Observable inputs other than the Level I prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities,

Level 3 — Unobservable inputs in which there is little or no market data, and that are significant to the fair value of the assets or liabilities.

The Company’s only financial asset measured at fair value on a recurring basis is an overnight sweep account invested in money market funds which are cash and cash equivalents which are defined as securities for which maturities at day of purchase is less than 90 days and with a carrying value and fair value of $24.0 million at December 28, 2012, based on Level 2 inputs. The Company’s only financial liability measured at fair value is the Company’s credit facility. Specifically, the Company’s long term debt was based on level 2 inputs and fair value was determined using quoted prices for similar liabilities in inactive markets and the Company’s outstanding borrowings under the Company’s revolving credit facility were based on level 2 inputs and fair value was determined using inputs other than quoted prices that are observable, specifically, discounted cash flows of expected payments at current borrowing rates. The Company’s carrying value approximates fair value for the Company’s long term debt and revolving credit facility.

Inventories

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

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

At December 28, 2012 and December 30, 2011, inventory balances were $54.0 million and $55.5 million, respectively, net of reserves of $6.2 million and $3.9 million, respectively. The inventory write-downs are recorded as an inventory valuation allowance established on the basis of obsolete inventory or specific identified inventory in excess of estimated usage. Inventory write-downs were $1.2 million, $1.4 million and $1.4 million in the years ended December 28, 2012, December 30, 2011 and December 31, 2010, respectively.

Equipment and Leasehold Improvements

Equipment and Leasehold Improvements — Equipment and leasehold improvements are stated at cost, or, in the case of equipment under capital leases, the present value of future minimum lease payments at inception of the related lease. Depreciation and amortization are computed using the straight-line method over the lesser of the estimated useful lives of the assets or the terms of the leases. Useful lives range from three to fifteen years.

Product Warranty

Product Warranty — The Company provides a warranty on its products for a period of up to two years, and provides for warranty costs at the time of sale based on historical activity. Determination of the warranty reserve requires the Company to make estimates of product return rates and expected costs to repair or replace the products under warranty. If actual return rates and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize additional cost of sales may be required in future periods. The warranty reserve is included in other current liabilities on the consolidated balance sheet. Product warranty cost activity consisted of the following (in thousands):

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Beginning Balance	$	350		$	204		$	112
Additions related to sales		47			726			451
Warranty costs incurred		(245	)		(580	)		(359	)
Ending Balance	$	152		$	350		$	204

Income Taxes

Income Taxes — The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. Income tax positions that previously failed to meet the more-likely-than-not threshold are recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized in the first subsequent financial reporting period in which that threshold is no longer met. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense.

The determination of the Company’s tax provision is subject to judgments and estimates. The carrying value of the Company’s net deferred tax assets, which is made up primarily of tax deductions, assumes it will be able to generate sufficient future income to fully realize these deductions. In determining whether the realization of these deferred tax assets may be impaired, the Company makes judgments with respect to whether it is likely to generate sufficient future taxable income to realize these assets. The Company has a valuation allowance on the deferred tax assets of one of its China subsidiaries in the amounts of $851,000 and $441,000 as of December 28, 2012 and December 30, 2011, respectively.

The calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with the Company’s expectations could have a material impact on its results of operations and financial position. Management believes that it has adequately provided for any adjustments that may result from these examinations, however, the outcome of tax audits cannot be predicted with certainty.

Revenue Recognition

Revenue Recognition — Product revenue is generally recorded upon shipment. In arrangements which specify title transfer upon delivery, revenue is not recognized until the product is delivered. The Company recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred, price is fixed or determinable and collectability is reasonably assured. If the Company has not substantially completed a product or fulfilled the terms of a sales agreement at the time of shipment, revenue recognition is deferred until fulfillment. The Company’s standard arrangement for its customers includes a signed purchase order or contract, no right of return of delivered products and no customer acceptance provisions.

The Company assesses collectability based on the credit worthiness of the customer and past transaction history. The Company performs on-going credit evaluations of customers and generally does not require collateral from customers.

Research and Development Costs

Research and Development Costs — Research and development costs are expensed as incurred.

Net Income (loss) per Share

Net Income (loss) per Share — Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares outstanding for the period. Diluted net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding and common equivalent shares from dilutive stock options and restricted stock using the treasury stock method, except when such shares are anti-dilutive (see Note 9 to Consolidated Financial Statements).

Comprehensive Income (loss)

Comprehensive Income (Loss) — The Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income (loss) for all periods presented was the same as net income (loss).

Segments

Segments — The Financial Accounting Standards Board’s (FASB) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is considered to be the Chief Executive Officer. The Company operates in one reporting segment.

Business Combinations

Business Combinations—The Company recognizes assets acquired (including goodwill and identifiable intangible assets) and liabilities assumed at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred.

Stock-based compensation and deferred stock-based compensation

Stock-based compensation and deferred stock-based compensation

The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to executives and certain employees. These equity-based awards include stock options, restricted stock awards and restricted stock units. The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price.

Stock-based compensation expense includes compensation costs related to estimated fair values of stock options and awards granted. Stock-based compensation expense from stock options and stock awards and the related income tax benefit recognized were $5.1 million and $1.2 million, respectively, for fiscal year 2012, $4.4 million and $1.0 million, respectively, for fiscal year 2011, and $3.2 million and $0.6 million, respectively, for fiscal year 2010.

The estimated fair value of the Company’s equity-based awards, net of expected forfeitures, is amortized over the awards’ vesting period on a straight-line basis over a weighted average period of four years for stock options three years for restricted stock awards and will be adjusted for subsequent changes in estimated forfeitures and future option grants.

On June 10, 2010, the stockholders of the Company approved amendments to the Company’s 2003 Amended and Restated Stock Incentive Plan, which included: an increase in share authorization by 1,500,000 common shares and the elimination of the Company’s ability to increase further the number of shares under the plan without stockholder approval. Changes to the 2003 Amended and Restated Stock Incentive Plan are more fully described in the Company’s definitive proxy statement filed on April 23, 2010.

Determining Fair Value

Determining Fair Value

Valuation and amortization method. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach. All options are amortized over the requisite service periods of the awards, which are generally the vesting periods, and are amortized using the straight-line basis method.

Expected term. The expected term of options granted represents the period of time that they are expected to be outstanding. The Company estimates the expected term of options granted based on historical exercise patterns, which the Company believes are representative of future behavior.

Expected volatility. The Company estimates the volatility of its common stock in the Black-Scholes option valuation at the date of grant based on historical volatility rates over the expected term.

Risk-free interest rate. The Company bases the risk-free interest rate in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with equivalent remaining term.

Dividend yield. The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of 0.0% in the Black-Scholes option valuation model.

Forfeiture rate. The FASB’s guidance regarding stock-based compensation requires the Company to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates.

The exercise price of each stock option equals the market price of the Company’s stock on the date of grant. The weighted average estimated fair value of employee stock option grants for the 2010 was $6.42. There were no employee stock option grants by the Company for years 2011 and 2012. Generally, options vest over four years and expire no later than ten years from the grant date. The weighted average assumptions used in the model for 2010 are outlined in the following table:

	December 31, 2010
Dividend yield		0.0	%
Expected volatility		75.0	%
Risk-free interest rate		1.9	%
Expected life (in years)		5.5

During fiscal years 2012, 2011 and 2010, the Company recorded $3.9 million, $3.4 million and $2.6 million, respectively, of stock-based compensation expense, net of tax, associated with employee and director stock plans and employee stock purchase plan programs. As of December 28, 2012, there was $5.7 million, net of forfeitures of $1.0 million, of unrecognized compensation cost related to employee and director stock which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.6 years, and will be adjusted for subsequent changes in estimated forfeitures and future grants.

Total stock-based compensation during the fiscal years 2012, 2011 and 2010, respectively, to various operating expense categories was as follows (in thousands):

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Cost of goods sold (1)	$	1,263		$	1,397		$	809
Sales and marketing		475			380			414
Research and development		339			325			255
General and administrative		2,992			2,257			1,718
		5,069			4,359			3,196
Income tax benefit		(1,171	)		(1,046	)		(607	)
Net stock-based compensation expense	$	3,898		$	3,313		$	2,589

(1) There are no stock-based compensation expenses capitalized in inventory for fiscal years 2011 and 2010. At the end of fiscal 2012, the Company began including stock compensation as a component of the absorption calculation for inventory. Such amount capitalized to inventory in 2012 was immaterial.

Intangible Assets

Intangible Assets

Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment annually during the fourth quarter of each fiscal year. Purchased intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated future discounted cash flows. The Company accounts for intangible assets in accordance with ASC 360. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present.

Intangible assets reviews are performed to determine whether the carrying value is impaired, based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using: (i) quoted market prices or (ii) discounted expected future cash flows utilizing a discount rate. See Note 4 for further discussion.

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and intangible assets acquired. In accordance with ASC No. 350, Intangibles-Goodwill and Other, (“ASC 350”), the Company tests goodwill for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis in the fourth quarter of each fiscal year or more frequently if the Company believes indicators of impairment exist. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of the Company’s reporting units using the income approach methodology of valuation that includes the discounted cash flow method as well as other generally accepted valuation methodologies. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill. The Company would then record a charge based on the results of the second step.

Long-lived Assets

Long-lived Assets

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

At the end of fiscal years 2012 and 2011 the Company assessed the useful lives of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Recently Issued Accounting Standards — In July 2012, the Financial Accounting Standards Board amended its existing guidance for goodwill and other intangible assets. This authoritative guidance gives companies the option to first perform a qualitative assessment to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. To perform a qualitative assessment, a company must identify and evaluate changes in economic, industry and company-specific events and circumstances that could affect the significant inputs used to determine the fair value of an indefinite-lived intangible asset. If a company determines that it is more likely than not that the fair value of such an asset exceeds its carrying amount, it would not need to calculate the fair value of the asset in that year. This authoritative guidance becomes effective for the Company in the first quarter of fiscal 2013, with early adoption permitted. The implementation of this authoritative guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In September 2011, the FASB approved a revised accounting standard update intended to simplify how an entity tests goodwill for impairment. The amendment allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity no longer will be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more-likely-than-not that its fair value is less than its carrying amount. The adoption of this accounting standard update in fiscal year 2012 did not have any impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued authoritative guidance on the presentation of comprehensive income to require an entity to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This authoritative guidance eliminates the option to present the components of other comprehensive income as part of the statement of equity. In December 2011, the requirement regarding the presentation of reclassification adjustments out of accumulated other comprehensive income was deferred indefinitely. The new guidance, except for the provision deferred, was effective for the Company in the first quarter of fiscal 2012 and had no impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued authoritative guidance to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. accounting principals generally accepted in the United States of America and International Financial Reporting Standards. This authoritative guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. This authoritative guidance also expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. As a result of this new guidance, we disclosed the level of the fair value hierarchy within which the fair value measurements of assets and liabilities disclosed but not recorded at fair value were categorized (see Note 1). Other items in this new guidance had no impact to the Company’s consolidated financial statements.

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Net Income Per Share

12 Months Ended

Dec. 28, 2012

Net Income Per Share [Abstract]

Net Income Per Share

9. Net Income Per Share

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

	Year Ended
	December 28, 2012		December 30, 2011		December 31, 2010
Numerator:
Net income	$	5,153	$	23,734	$	20,097
Denominator:
Shares used in computation — basic:
Weighted average common shares outstanding		25,698		22,689		21,799
Shares used in computation — diluted:
Weighted average common shares outstanding		25,698		22,689		21,799
Dilutive effect of common shares outstanding subject to repurchase		244		241		208
Dilutive effect of options outstanding		319		507		968
Shares used in computing diluted net income per share		26,261		23,437		22,975
Net income per share — basic	$	0.20	$	1.05	$	0.92
Net income per share — diluted	$	0.20	$	1.01	$	0.87

The Company had securities outstanding which could potentially dilute basic earnings per share in the future, but the incremental shares from the assumed exercise of these securities were excluded in the computation of diluted net income (loss) per share, as their effect would have been anti-dilutive. Such outstanding securities consist of the following (in thousands):

	Year Ended
	December 28, 2012		December 30, 2011		December 31, 2010
Outstanding options		1,514		1,655		1,983

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Segment Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended						12 Months Ended
	Dec. 28, 2012	Sep. 30, 2012	Jun. 29, 2012	Mar. 31, 2012	Dec. 30, 2011	Mar. 31, 2011	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Revenue by geographic area
Sales	$ 90,067	$ 100,849	$ 101,949	$ 110,565	$ 86,873	$ 126,719	$ 403,430	$ 452,639	$ 443,134
United States [Member]
Revenue by geographic area
Sales							313,758	357,306	399,830
China [Member]
Revenue by geographic area
Sales							24,664	23,564	20,424
Singapore [Member]
Revenue by geographic area
Sales							62,143	52,608	13,359
Asia [Member]
Revenue by geographic area
Sales							2,772	12,069	7,697
Europe [Member]
Revenue by geographic area
Sales							$ 93	$ 7,092	$ 1,824

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Stockholders' Equity

12 Months Ended

Dec. 28, 2012

Stockholders' Equity [Abstract]

Stockholders' Equity

7. Stockholders’ Equity

Stock Repurchase Plan — On July 24, 2008, the Board of Directors approved a stock repurchase program for up to $10.0 million. The Company commenced the repurchase of its common stock on August 4, 2008. The total number of shares repurchased and related cost of the stock repurchase program were 601,994 shares at a cost of $3,337,000, or an average cost of $5.54 per share. The Company did not repurchase stock during any of the fiscal years ended December 31, 2010, December 30, 2011 and December 28, 2012.

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Employee Benefit Plans

12 Months Ended

Dec. 28, 2012

Employee Benefit Plans [Abstract]

Employee Benefit Plans

8. Employee Benefit Plans

Stock Options — On February 20, 2003, the Company adopted the 2003 Stock Incentive Plan (the “2003 Incentive Plan”) which was subsequently amended and restated. The Company has reserved 4,515,239 shares of its common stock for issuance under the 2003 Incentive Plan, as amended and restated. The 2003 Incentive Plan provides for the issuance of options and other stock-based awards. Options are generally granted at fair value at the date of grant as determined by the Board of Directors, have terms up to ten years and generally vest over four years. At December 28, 2012, 547,805 shares were available for future grants under the 2003 Incentive Plan.

On June 10, 2010, the stockholders of the Company approved amendments to the Company’s 2003 Amended and Restated Stock Incentive Plan, which included: an increase in share authorization by 1,500,000 common shares; the elimination of the Company’s ability to increase further the number of shares under the plan without stockholder approval; and makes certain other changes to the 2003 Amended and Restated Stock Incentive Plan, all of which are more fully described in the Company’s definitive proxy statement filed on April 23, 2010.

Option activity under the 2003 Incentive Plan is as follows:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)
Outstanding, January 1, 2010		2,894,462		$	5.38		6.99	$	8,543
Granted		66,000			3.01
Exercised		(646,671	)		2.59
Cancelled		(330,828	)		6.32
Outstanding, December 31, 2010		1,982,963		$	6.07		5.96	$	8,130
Granted		—			—
Exercised		(269,017	)		3.16
Cancelled		(59,255	)		6.07
Outstanding, December 30, 2011		1,654,691		$	6.54		5.02	$	2,776
Granted		0			0
Exercised		(127,904	)		1.28
Cancelled		(12,674	)		7.55
Outstanding, December 28, 2012		1,514,113		$	6.98		4.02	$	1,445
Options exercisable and expected to vest, December 28, 2012		1,512,816		$	6.98		4.02	$	1,442
Options exercisable, December 28, 2012		1,463,797		$	7.14		3.94	$	1,322

The following table summarizes information with respect to options outstanding and exercisable at December 28, 2012:

Range of Exercise Price	Shares Outstanding		Weighted Average Remaining Average Life (Years)		Weighted Average Exercise Price		Shares Exercisable		Weighted Average Exercise Price
$1.00 – 1.17		384,210		5.82	$	1.12		353,624	$	1.12
$2.93 – 6.43		126,710		5.83		4.34		108,126		4.41
$6.55 – 6.55		388,323		2.36		6.55		388,323		6.55
$6.61 – 12.38		319,720		2.90		8.47		318,574		8.47
$12.99 – 14.90		295,150		4.30		14.68		295,150		14.68
Grand Total		1,514,113		4.02	$	6.98		1,463,797	$	7.14

For the fiscal years 2012, 2011 and 2010, the intrinsic value of the Company’s exercised stock options was $0.7 million, $2.2 million, and $4.6 million, respectively. For the fiscal years 2012, 2011 and 2010, the Company’s vested share recognized expense was $0.2 million, $0.3 million and $2.2 million, respectively. As of December 28, 2012, $0.1 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to options remains to be amortized and is expected to be recognized over an estimated period of 0.4 years.

Restricted Stock Units and Restricted Stock Awards — In fiscal years 2012, 2011, and 2010, the Company granted 30,000, 37,500 and 30,000 shares, respectively, of common stock to its board members under the 2003 Incentive Plan. Restricted shares vest on the earlier of 1) the next Annual Shareholder Meeting, or 2) 365 days from date of grant. The total unamortized expense of the Company’s unvested restricted stock awards as of December 28, 2012, is approximately $0.1 million. During the first quarter of fiscal year 2008, the Company began granting Restricted Stock Units (RSU’s) to employees as part of the Company’s long term equity compensation plan. These RSU’s are granted to employees with a per share or unit purchase price of zero dollars and either have time based or performance based vesting (PSU’s). RSU’s typically vest over three years, subject to the employee’s continued service with the Company. The expected cost of the grant is recognized over the service period, and is reduced for estimated forfeitures. During the year ended December 28, 2012, the Company approved and granted 452,975 RSU’s to employees with a weighted average fair value of $8.01 per share and 110,375 PSU’s with a weighted average fair value of $8.73 per share. All of the PSU’s granted in fiscal 2012 have been cancelled as none of the performance criteria for vesting was met. As of December 28, 2012, $5.6 million of unrecognized stock-based compensation cost, net of estimated forfeitures, related to RSU’s remains to be amortized and is expected to be recognized over an estimated period of 1.6 years. The unvested amount is subject to forfeiture, until fully vested. At December 28, 2012, 1,282,706 shares were subject to forfeiture.

The following table summarizes the Company’s restricted stock unit and restricted stock award activity thru the year ended December 28, 2012:

	Number of Shares			Aggregate Intrinsic Value (000’s)
Unvested restricted stock units and restricted stock awards at December 31, 2010		796,806
Granted		794,550
Vested		(317,763	)
Forfeited		(104,726	)
Unvested restricted stock units and restricted stock awards at December 30, 2011		1,168,867
Granted		593,350
Vested		(392,720	)
Forfeited		(56,791	)
Unvested restricted stock units and restricted stock awards at December 28, 2012		1,312,706		$	6,143
Vested and expected to vest restricted stock units and restricted stock awards		1,169,614		$	5,474

Employee Stock Purchase Plan — In 2004 the Company adopted an Employee Stock Purchase Plan (“ESPP”) and is authorized to issue 555,343 shares of common stock under the ESPP. The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. The purchase price is 95% of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. There were 31,511 shares issued under the ESPP during the year ended December 28, 2012.

Employee Savings and Retirement Plan — The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all employees who meet certain eligibility requirements. Participants could elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25% of their salary to a maximum of $16,500. The Company may make matching contributions of up to 3% of employee contributions based upon eligibility. The Company made approximately $0.7 million, $0.6 million, and $0.6 million discretionary employer contributions to the 401(k) Plan in the years ended December 28, 2012, December 30, 2011 and December 31, 2010, respectively.

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Segment Information

12 Months Ended

Dec. 28, 2012

Segment Information [Abstract]

Segment Information

10. Segment Information

The Company operates in one reportable segment and is engaged in the development, manufacture and supply of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries. Multiple operating segments were aggregated into one reportable segment as the nature of the Company’s products and production processes, as well as type of customers and distribution methods, is consistent among all of the Company’s products. The Company’s foreign operations are conducted primarily through its wholly-owned subsidiaries in China and Singapore. The Company’s principal markets include North America, Asia and, to a lesser degree, Europe. Sales by geographic area represent sales to unaffiliated customers.

All information on sales by geographic area is based upon the location to which the products were shipped. The following table sets forth revenue by geographic area (in thousands):

	Year Ended
Sales	December 28, 2012		December 30, 2011		December 31, 2010
United States	$	313,758	$	357,306	$	399,830
China		24,664		23,564		20,424
Singapore		62,143		52,608		13,359
Other Asia		2,772		12,069		7,697
Europe		93		7,092		1,824
Total	$	403,430	$	452,639	$	443,134

At December 28, 2012 and December 30, 2011, approximately $4.3 million and $5.4 million, respectively, of the Company’s long-lived assets were located in China and Singapore, and the remaining balances were located in the United States.

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Unaudited Quarterly Financial Results (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended						12 Months Ended			3 Months Ended
	Dec. 28, 2012	Sep. 30, 2012	Jun. 29, 2012	Mar. 31, 2012	Dec. 30, 2011	Mar. 31, 2011	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010	Sep. 30, 2012 Quarter as Reported [Member]	Jun. 29, 2012 Quarter as Reported [Member]	Sep. 30, 2011 Quarter as Reported [Member]	Jun. 30, 2011 Quarter as Reported [Member]	Sep. 30, 2012 Quarter as Corrections [Member]	Jun. 29, 2012 Quarter as Corrections [Member]
Selected Quarterly Financial Information [Abstract]
Sales	$ 90,067	$ 100,849	$ 101,949	$ 110,565	$ 86,873	$ 126,719	$ 403,430	$ 452,639	$ 443,134	$ 100,849	$ 101,949	$ 105,306	$ 133,741
Gross profit	11,551	14,323	14,254	15,660	9,595	17,552	55,788	58,992	59,141	14,323	14,254	12,852	18,993
Operating expenses	12,655	14,989	9,792	9,393	8,039	9,365	47,443	35,446	33,664	15,750	9,338	8,542	9,500	(761)	454
Income from operations	(1,411)	(666)	4,462	6,267	1,556	8,187	8,345	23,546	25,477	(1,427)	4,916	4,310	9,493	761	(454)
Income tax provision (benefit)	(398)	(356)	1,658	1,502	(6,341)	1,999	1,544	(1,294)	4,713	(539)	979	880	2,168	184	679
Net income	$ (1,729)	$ (1,124)	$ 2,790	$ 4,660	$ 7,801	$ 5,820	$ 5,153	$ 23,734	$ 20,097	$ (1,701)	$ 3,923	$ 3,155	$ 6,958	$ 577	$ (1,133)
Basic	$ (0.04)	$ (0.04)	$ 0.12	$ 0.20	$ 0.34	$ 0.26	$ 0.20	$ 1.05	$ 0.92	$ (0.06)	$ 0.17	$ 0.14	$ 0.31	$ 0.02	$ (0.05)
Diluted	$ (0.04)	$ (0.04)	$ 0.12	$ 0.20	$ 0.34	$ 0.25	$ 0.20	$ 1.01	$ 0.87	$ (0.06)	$ 0.17	$ 0.14	$ 0.30	$ 0.02	$ (0.05)

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Commitments and Contingencies (Details Textual) (USD $)	12 Months Ended
	Dec. 28, 2012
Commitments and Contingencies (Additional Textual) [Abstract]
Operating leases future minimum payments due	$ 24,203,000
Operating lease expiration period	Various dates through 2022
California [Member]
Commitments and Contingencies (Textual) [Abstract]
Operating lease expiration year	2022
Hayward [Member]
Commitments and Contingencies (Textual) [Abstract]
Operating lease expiration year	2022
Inventory [Member]
Commitments and Contingencies (Textual) [Abstract]
Purchase commitment	$ 25,200,000

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Organization and Significant Accounting Policies (Details Textual) (USD $)	3 Months Ended	12 Months Ended										1 Months Ended	12 Months Ended
	Dec. 30, 2011	Dec. 28, 2012 Customer	Dec. 30, 2011 Customer	Dec. 31, 2010	Jan. 01, 2010	Dec. 28, 2012 Employee stock option plan [Member]	Dec. 30, 2011 Employee stock option plan [Member]	Dec. 31, 2010 Employee stock option plan [Member]	Dec. 28, 2012 Subsidiaries [Member]	Dec. 30, 2011 Subsidiaries [Member]	Dec. 28, 2012 Level 2 [Member] Money Market Funds [Member]	Jun. 30, 2010 2003 Incentive Plan [Member]	Dec. 28, 2012 2003 Incentive Plan [Member]	Dec. 30, 2011 2003 Incentive Plan [Member]	Dec. 31, 2010 2003 Incentive Plan [Member]	Dec. 28, 2012 Restricted Stock Awards [Member]	Dec. 28, 2012 Accounts receivable [Member] Applied Materials, Inc [Member]	Dec. 30, 2011 Accounts receivable [Member] Applied Materials, Inc [Member]	Dec. 28, 2012 Accounts receivable [Member] Lam Research Corporation [Member]	Dec. 30, 2011 Accounts receivable [Member] Lam Research Corporation [Member]	Dec. 28, 2012 Accounts receivable [Member] ASM International [Member]	Dec. 28, 2012 Maximum [Member]	Dec. 28, 2012 Minimum [Member]	Dec. 28, 2012 Three customers [Member]	Dec. 30, 2011 Two customers [Member]
Organization and Significant Accounting Policies (Textual) [Abstract]
Weighted-average exercise price, exercisable		$ 7.14
Weighted average remaining contractual life, options exercisable (in years)		3 years 11 months 12 days
Unrecognized stock-based compensation cost, net of estimated forfeitures		$ 1,000,000
Valuation allowance during period	6,700,000
Weighted average exercise price	$ 6.54	$ 6.98	$ 6.54	$ 6.07	$ 5.38
Accounts receivable balances, aggregate																	10.00%	10.00%	10.00%	10.00%	10.00%			84.00%	72.00%
Shares weighted average vesting period, years		4 years														3 years						10 years
Valuation allowance on deferred tax asset									851,000	441,000
Maximum measurement period to determine fair value of assets acquired and liabilities assumed		12 months
Stock-based compensation expense, net of tax, associated with employee and director stock plans and employee stock purchase plan programs		3,898,000	3,313,000	2,589,000		3,900,000	3,400,000	2,600,000
Aggregate intrinsic value, outstanding	2,776,000	1,445,000	2,776,000	8,130,000	8,543,000
Money market funds at fair value on recurring basis											24,000,000
Useful lives range																						15 years	3 years
Shares vesting period, years													4 years
Total stock-based compensation expense		5,069,000	4,359,000	3,196,000
Weighted average remaining contractual life, outstanding (in years)		4 years 7 days	5 years 7 days	5 years 11 months 16 days	6 years 11 months 27 days
Money market funds at carrying value											24,000,000
Organization and Significant Accounting Policies (Additional Textual) [Abstract]
Sales to customers		10.00%	10.00%	10.00%
Number of customers with accounts receivable greater than 10 %		3	2
Fiscal Year Duration		52-53 week
Inventory	55,473,000	53,965,000	55,473,000
Net of reserves	3,942,000	6,203,000	3,942,000
Inventory write-downs		1,200,000	1,400,000	1,400,000
Product warranty period (in years)		2 years
Stock-based compensation expense from stock options and stock awards		5,100,000	4,400,000	3,200,000									200,000	300,000	2,200,000
Income tax benefit		(1,171,000)	(1,046,000)	(607,000)
Increase in common share authorization under restated stock incentive plan		1,500,000										1,500,000
Dividend yield		0.00%		0.00%
Weighted average fair value, granted		$ 6.42
Options outstanding, shares, granted		0	0	66,000
Stock-based compensation cost, net of forfeitures		5,700,000
Unrecognized stock-based compensation cost, net of estimated forfeitures		1,000,000
Stock-based compensation costs expected to be recognized over an estimated period (in years)		1 year 7 months 6 days		5 years 6 months
Stock based compensation expenses capitalized in inventory	0		0	0
Impairment Charges		$ 0	$ 0

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Income Taxes (Details 4) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Activity related to the Company's unrecognized tax benefits
Balance as of the beginning of period	$ 132	$ 39	$ 920
Increases related to prior year tax positions	0	108	2
Increases related to current year tax positions	13	24
Expiration of the statute of limitations for the assessment of taxes	(36)	(39)	(883)
Balance as of the end of period	$ 109	$ 132	$ 39

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Balance Sheet Information (Tables)

12 Months Ended

Dec. 28, 2012

Organization and Significant Accounting Policies [Abstract]

Summary of Inventory

	December 28, 2012			December 30, 2011
Raw materials	$	47,825		$	42,976
Work in process		9,994			12,953
Finished goods		2,349			3,486
		60,168			59,415
Reserve for excess and obsolete		(6,203	)		(3,942	)
Net	$	53,965		$	55,473

Equipment and leasehold improvements, net

	December 28, 2012			December 30, 2011
Computer equipment and software	$	8,148		$	7,089
Furniture and fixtures		1,682			1,761
Machinery and equipment		8,597			9,282
Leasehold improvements		10,092			10,860
		28,519			28,992
Accumulated depreciation and amortization		(19,237	)		(18,983	)
Total	$	9,282		$	10,009

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Net Income Per Share (Tables)

12 Months Ended

Dec. 28, 2012

Net Income Per Share [Abstract]

Basic and diluted net income (loss) per share

	Year Ended
	December 28, 2012		December 30, 2011		December 31, 2010
Numerator:
Net income	$	5,153	$	23,734	$	20,097
Denominator:
Shares used in computation — basic:
Weighted average common shares outstanding		25,698		22,689		21,799
Shares used in computation — diluted:
Weighted average common shares outstanding		25,698		22,689		21,799
Dilutive effect of common shares outstanding subject to repurchase		244		241		208
Dilutive effect of options outstanding		319		507		968
Shares used in computing diluted net income per share		26,261		23,437		22,975
Net income per share — basic	$	0.20	$	1.05	$	0.92
Net income per share — diluted	$	0.20	$	1.01	$	0.87

Summary of outstanding securities excluded in computation of diluted net income (loss) per share

	Year Ended
	December 28, 2012		December 30, 2011		December 31, 2010
Outstanding options		1,514		1,655		1,983

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Income Taxes (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012	Dec. 30, 2011
Net current deferred tax asset (liability):
Deferred tax assets liabilities, gross current	$ 2,921	$ 2,012
Valuation allowance	(65)	(20)
Net current deferred tax asset	2,856	1,992
Net non-current deferred tax asset (liability):
Deferred tax assets liabilities, gross noncurrent	7,420	5,187
Valuation allowance	(786)	(421)
Net non-current deferred tax asset:	6,634	4,766
Net deferred tax assets	9,490	6,758
Deferred Tax Current [Member]
Net current deferred tax asset (liability):
Inventory valuation and basis difference	2,236	1,347
Other accrued expenses	804	742
State taxes	(119)	(77)
Net non-current deferred tax asset (liability):
Other accrued expenses	804	742
State taxes	(119)	(77)
Deferred Tax Assets Noncurrent [Member]
Net current deferred tax asset (liability):
Other accrued expenses	4,755	3,183
State taxes	(798)	(699)
Net non-current deferred tax asset (liability):
Deferred rent	5	8
Other accrued expenses	4,755	3,183
Depreciation	1,187	842
Net operating losses	2,271	1,853
State taxes	$ (798)	$ (699)

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Goodwill, Other Intangible Assets and Long-lived Assets (Details) (USD $) In Thousands, unless otherwise specified	Dec. 28, 2012	Dec. 30, 2011
Details of goodwill
Goodwill, Gross Amount	$ 90,705	$ 34,043
Goodwill, Accumulated Impairment	(34,043)	(34,043)
Goodwill, Net Carrying Amount	$ 56,662

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Consolidated Statements of Stockholders' Equity (USD $) In Thousands, except Share data	Total	Common Stock	Retained Earnings/(Accumulated Deficit)
Beginning Balance, Amount at Jan. 01, 2010	$ 61,179	$ 93,226	$ (32,047)
Beginning Balance, Shares at Jan. 01, 2010		21,484,178
Issuance of restricted common stock, Shares		30,000
Issuance under employee stock plans	1,795	1,795
Issuance under employee stock plans, Shares		785,804
Amortization of stock-based compensation	3,196	3,196
Excess tax benefit from stock-based compensation	1,242	1,242
Net income	20,097		20,097
Ending Balance, Amount at Dec. 31, 2010	87,509	99,459	(11,950)
Ending Balance, Shares at Dec. 31, 2010		22,299,982
Issuance of restricted common stock, Shares		37,500
Issuance under employee stock plans	1,011	1,011
Issuance under employee stock plans, Shares		573,167
Amortization of stock-based compensation	4,359	4,359
Excess tax benefit from stock-based compensation	672	672
Net income	23,734		23,734
Ending Balance, Amount at Dec. 30, 2011	117,285	105,501	11,784
Ending Balance, Shares at Dec. 30, 2011		22,910,649
Issuance of restricted common stock, Shares		30,000
Issuance under employee stock plans	327	327
Issuance under employee stock plans, Shares		514,889
Amortization of stock-based compensation	5,069	5,069
Excess tax benefit from stock-based compensation	62	62
Employees' taxes paid upon vesting of restricted stock units, Shares		(44,687)
Employees' taxes paid upon vesting of restricted stock units, Amount	(341)	(341)
Common stock issued for acquisition of AIT, net of equity issuance costs, Shares		4,500,000
Common stock issued for acquisition of AIT, net of equity issuance costs, Amount	29,225	29,225
Net income	5,153		5,153
Ending Balance, Amount at Dec. 28, 2012	$ 156,780	$ 139,843	$ 16,937
Ending Balance, Shares at Dec. 28, 2012		27,910,851

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Goodwill, Other Intangible Assets and Long-lived Assets

12 Months Ended

Dec. 28, 2012

Goodwill, Other Intangible Assets and Long-lived Assets [Abstract]

Goodwill, Other Intangible Assets and Long-lived Assets

4. Goodwill, Other Intangible Assets and Long-lived Assets

The Company’s methodology for allocating the purchase price relating to purchase acquisitions is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. Goodwill and purchased intangible assets with indefinite useful lives are not amortized, but are reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results.

As part of the Company’s annual testing of goodwill impairment, in the fourth quarter of fiscal 2012 the Company performed the two-step impairment test of AIT’s two reporting units for potential impairment. The Company utilized the discounted cash flow method of the income approach to estimate the fair values of each of the reporting units. The estimates used in the impairment testing were consistent with the discrete forecasts that the Company uses to manage its business, and, additionally, considered the developments that occurred during the six months since the date of the acquisition. Under the discounted cash flow method, cash flows beyond the discrete forecasts were estimated using a terminal growth rate of 4.0%, which is considered to be the long-term earnings growth rate specific to the AIT reporting units. The estimated future cash flows were discounted to present value using a discount rate of 15% that was the value-weighted average of the reporting unit’s estimated cost of equity and debt derived using both known and estimated market metrics, and was adjusted to reflect risk factors that considered both the timing and risks associated with the estimated cash flows. The tax rate used in the discounted cash flow method reflected the international structure currently in place, which is consistent with the market participant perspective. The Company then allocated the fair values of the reporting units to the assets and liabilities of each of the reporting units. Based on the Company’s analyses, the Company concluded that the fair value of the reporting units was greater than their carrying amounts, including goodwill. The estimated fair value for AIT as of December 28, 2012, was $108.4 million, an increase of $3.5 million, or 3.3%, over the estimated fair value of $104.9 million of AIT as of the date of the acquisition. The primary reasons for the increase in fair value as of December 28, 2012 from the date of acquisition are due to changes in the forecasted cost structures of each of the operating units as a result of workforce and operating-related synergies already in process as well as anticipated in the future. Goodwill allocated to AIT’s reporting unit A was $28.3 million. The fair value over the carrying value of AIT’s reporting unit A was 2.1% as of December 28, 2012. Goodwill allocated to AIT’s reporting unit B was $28.4 million and the percent fair value over the carrying value of reporting unit B was 4.8% as of December 28, 2012.

The fair values for each of the operating units as of December 28, 2012, were determined to be higher than the fair values assigned to these operating units at the time of the acquisition. As a result, the Company determined that there was no impairment of goodwill.

Details of goodwill from inception of the Company through December 28, 2012 are as follows (in $000’s):

	Gross Amount		Accumulated Impairment			Net Carrying Amount
Year Ended December 28, 2012
Goodwill	$	90,705	$	(34,043	)	$	56,662
Year Ended December 30, 2011
Goodwill*	$	34,043	$	(34,043	)	$	—

* represents aggregate goodwill recorded for the UCT acquisition in 2002 and for Sieger Engineering LLC acquisition in 2006.

Details of goodwill and other intangible assets were as follows (in $000’s):

	December 28, 2012						December 30, 2011
	Goodwill		Intangible Assets		Total		Goodwill		Intangible Assets		Total
Carrying amount	$	56,662	$	27,701	$	84,364	$	—	$	8,987	$	8,987

Purchased Intangible Assets

Intangible assets are generally recorded in connection with a business acquisition. The value assigned to the intangible assets purchased as part of the acquisition of AIT was based on estimates and judgments regarding expectations for the success and life cycle of intellectual property/know-how acquired, tradename recognition and developed customer relationships. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable. Management considers such indicators as significant differences in actual product acceptance from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure.

Details of purchased intangible assets with finite lives were as follows as of December 28, 2012:

	Useful Life		Purchased Intangible Assets
	(in years)		(in $ 000’s)
Customer relationships		7	$	19,000
Trade-name		6		1,900
Intellectual Property/Know-How		7		1,600
Total purchased intangible assets				22,500
Accumulated amortization				(3,786	)
Carrying amount			$	18,714

The Company amortizes its customer relationships intangible asset using an accelerated method over the estimated economic life of the asset, or 7 years. The company amortizes its trade-name and intellectual property/know-how intangible assets on a straight-line basis ranging from six to seven years. Amortization expense was approximately $3.8 million for the six months ended December 28, 2012. The Company had no amortization in 2010, 2011 and for the first six months of 2012.

As of December 28, 2012, future estimated amortization expense is expected to be as follows:

	Amortization Expense
	(in $000’s)
2013	$	5,993
2014		4,884
2015		2,813
2016		2,293
2017		1,386
2018		848
2019		497
Total	$	18,714

In addition to the AIT tradename intangible of $1.9 million, which the Company concluded has a definite life of six years, the Company is also carrying a UCT trade-name intangible asset of $9.0 million as a result of a previous acquisition. The Company concluded that the UCT trade-name intangible asset life is indefinite and is therefore not amortized. The Company tested the UCT trade-name for impairment as of December 28, 2012, using the applied relief-from-royalty method under the income approach and concluded that the trade-name was not impaired.

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Net Income Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended						12 Months Ended
	Dec. 28, 2012	Sep. 30, 2012	Jun. 29, 2012	Mar. 31, 2012	Dec. 30, 2011	Mar. 31, 2011	Dec. 28, 2012	Dec. 30, 2011	Dec. 31, 2010
Numerator:
Net income	$ (1,729)	$ (1,124)	$ 2,790	$ 4,660	$ 7,801	$ 5,820	$ 5,153	$ 23,734	$ 20,097
Shares used in computation - basic:
Weighted average common shares outstanding							25,698	22,689	21,799
Shares used in computation - diluted:
Shares used in computing basic net income (loss) per share							25,698	22,689	21,799
Dilutive effect of options outstanding subject to repurchase							244	241	208
Dilutive effect of options outstanding							319	507	968
Shares used in computing diluted net income per share							26,261	23,437	22,975
Net income per share - basic	$ (0.04)	$ (0.04)	$ 0.12	$ 0.20	$ 0.34	$ 0.26	$ 0.20	$ 1.05	$ 0.92
Net income per share - diluted	$ (0.04)	$ (0.04)	$ 0.12	$ 0.20	$ 0.34	$ 0.25	$ 0.20	$ 1.01	$ 0.87

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Segment Information (Tables)

12 Months Ended

Dec. 28, 2012

Segment Information [Abstract]

Revenue by geographic area

	Year Ended
Sales	December 28, 2012		December 30, 2011		December 31, 2010
United States	$	313,758	$	357,306	$	399,830
China		24,664		23,564		20,424
Singapore		62,143		52,608		13,359
Other Asia		2,772		12,069		7,697
Europe		93		7,092		1,824
Total	$	403,430	$	452,639	$	443,134

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Acquisition (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 28, 2012
Summary of purchased intangible assets
Purchased Intangible Assets	$ 31,487
Accumulated amortization	(3,786)
Carrying Value	27,701
American Integration Technologies LLC [Member]
Summary of purchased intangible assets
Purchased Intangible Assets	22,500
Customer relationships [Member]
Summary of purchased intangible assets
Purchased Intangible Assets	19,000
Accumulated amortization	(3,449)
Carrying Value	15,551
Estimated Useful Life	7 years
Trade name [Member]
Summary of purchased intangible assets
Purchased Intangible Assets	1,900
Estimated Useful Life	6 years
Trade name [Member] | American Integration Technologies LLC [Member]
Summary of purchased intangible assets
Purchased Intangible Assets	1,900
Accumulated amortization	(223)
Carrying Value	1,677
Estimated Useful Life	6 years
Trade name [Member] | UCT [Member]
Summary of purchased intangible assets
Purchased Intangible Assets	8,987
Carrying Value	8,987
Intellectual property/know-how [Member]
Summary of purchased intangible assets
Purchased Intangible Assets	1,600
Accumulated amortization	(114)
Carrying Value	$ 1,486
Estimated Useful Life	7 years

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Organization and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 28, 2012

Organization and Significant Accounting Policies [Abstract]

Customers as a percentage of total sales

	Fiscal Year Ended
	2012			2011			2010
Applied Materials, Inc. (1)		38	%		40	%		40	%
Lam Research Corporation (2)		33	%		31	%		36	%
Total		71	%		71	%		76	%

(1) In November 2011, Applied Materials Inc. completed the acquisition of Varian Semiconductor Equipment Associates, Inc., one of the Company’s customers. The sales percentages for Applied Materials, Inc. for 2011 and 2010 include sales to Varian Semiconductor Equipment Associates, Inc. The sales percentages for Applied Materials, Inc. for all periods presented have been updated to reflect the inclusion of sales to Varian Semiconductor Equipment Associates, Inc., for comparison purposes.

(2) In June 2012, Lam Research Corporation completed the acquisition of Novellus Systems, Inc., one of the Company’s customers. The sales percentages for Lam Research Corporation for 2012, 2011 and 2010 include sales to Novellus Systems, Inc. The sales percentages for Lam Research Corporation for all periods presented have been updated to reflect the inclusion of sales to Novellus Systems, Inc., for comparison purposes.

Components of the reserve for warranty costs

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Beginning Balance	$	350		$	204		$	112
Additions related to sales		47			726			451
Warranty costs incurred		(245	)		(580	)		(359	)
Ending Balance	$	152		$	350		$	204

Summary of weighted average assumptions used in model

	December 31, 2010
Dividend yield		0.0	%
Expected volatility		75.0	%
Risk-free interest rate		1.9	%
Expected life (in years)		5.5

Stock-based compensation expense included in the condensed consolidated statements of operations

	Year Ended
	December 28, 2012			December 30, 2011			December 31, 2010
Cost of goods sold (1)	$	1,263		$	1,397		$	809
Sales and marketing		475			380			414
Research and development		339			325			255
General and administrative		2,992			2,257			1,718
		5,069			4,359			3,196
Income tax benefit		(1,171	)		(1,046	)		(607	)
Net stock-based compensation expense	$	3,898		$	3,313		$	2,589

(1) There are no stock-based compensation expenses capitalized in inventory for fiscal years 2011 and 2010. At the end of fiscal 2012, the Company began including stock compensation as a component of the absorption calculation for inventory. Such amount capitalized to inventory in 2012 was immaterial.