HAYWARD,
Calif., July 28, 2022 /PRNewswire/ -- Ultra Clean
Holdings, Inc. (Nasdaq: UCTT), today reported its financial results
for the second quarter ended July 1,
2022.
"We continue to see solid, broad-based demand for our diverse
portfolio of products and services," said Jim Scholhamer, CEO. "This diversity enhances
our competitive advantage by increasing our resilience to
fluctuations in any one segment. Together with our ability to
partner closely with customers to respond to ever-changing market
conditions, we are well positioned to continue growing our share in
our served markets."
Second Quarter 2022 GAAP Financial Results
Total revenue was $608.7 million.
Products contributed $532.0 million
and Services added $76.7 million.
Total gross margin was 19.4%, operating margin was (0.9)%, and net
loss was $25.1 million or
$0.56 per share. This compares to
total revenue of $564.1 million,
gross margin of 20.2%, operating margin of 8.1%, and net income of
$27.9 million or $0.62 and $0.61 per
basic and diluted share, respectively, in the prior quarter. The
financial results for the second quarter include a $56.6 million pre-tax loss related to the
divestiture of certain non-core subsidiary entities.
Second Quarter 2022 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 20.3%, operating margin
was 11.1%, and net income was $47.4
million or $1.04 per diluted
share. This compares to gross margin of 20.5%, operating margin of
10.9%, and net income of $43.3
million or $0.95 per diluted
share in the prior quarter.
Third Quarter 2022 Outlook
The Company expects revenue in the range of $585 million to $645
million and GAAP diluted net income per share to be between
$0.32 and $0.55. The Company expects non-GAAP diluted net
income per share to be between $0.94
and $1.18.
Conference Call
The conference call and webcast will take place on Thursday, July 28th at 1:45 p.m. PT and can be accessed by dialing
1-844-826-3034 or 1-412-317-5179. No passcode is required. A replay
of the call will be available by dialing 1-877-344-7529 or
1-412-317-0088 and entering the confirmation code 6271791. The
Webcast will be available on the Investor Relations section of the
Company's website at http://uct.com/investors/events/.
About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier
of critical subsystems, components and parts, and ultra-high purity
cleaning and analytical services primarily for the semiconductor
industry. Under its Products division, UCT offers its customers an
integrated outsourced solution for major subassemblies, improved
design-to-delivery cycle times, design for manufacturability,
prototyping, and high-precision manufacturing. Under its Services
Division, UCT offers its customers tool chamber parts cleaning and
coating, as well as micro-contamination analytical services. Ultra
Clean is headquartered in Hayward,
California. Additional information is available at
www.uct.com.
Use of Non-GAAP Measures
In addition to providing results that are determined in
accordance with Generally Accepted Accounting Principles in
the United States of America
("GAAP"), management uses non-GAAP gross margin, non-GAAP operating
margin and non-GAAP net income to evaluate the Company's operating
and financial results. We believe the presentation of non-GAAP
results is useful to investors for analyzing our core business and
business trends and comparing performance to prior periods, along
with enhancing investors' ability to view the Company's results
from management's perspective. The presentation of this additional
information should not be considered a substitute for results
prepared in accordance with GAAP. Tables presenting reconciliations
from GAAP results to non-GAAP results are included at the end of
this press release.
The Company currently defines non-GAAP net income as net income
(loss) before amortization of intangible assets, restructuring
charges, executive transition costs, acquisition costs, loss on
divestitures, fair value adjustments, depreciation adjustments,
stock-based compensation, certain insurance proceeds, gain on sale
of property, legal related costs and the tax effects of the
foregoing adjustments.
A reconciliation of our guidance for non-GAAP net income per
diluted share for the subsequent quarter is not available due to
fluctuations in the geographic mix of our earnings from quarter to
quarter, which impacts our tax rate and cannot be reasonably
predicted or determined. As a result, such reconciliation is not
available without unreasonable efforts and we are unable to
determine the probable significance of the unavailable
information.
Safe Harbor Statement
The foregoing information contains, or may be deemed to contain,
"forward-looking statements" (as defined in the US Private
Securities Litigation Reform Act of 1995) which reflect our current
views with respect to future events and financial performance. We
use words such as "anticipates," "projection," "outlook,"
"forecast," "believes," "plan," "expect," "future," "intends,"
"may," "will," "estimates," "see," "predicts," "should" and similar
expressions to identify these forward-looking statements. Forward
looking statements included in this press release include our
expectations about the semiconductor capital equipment market and
outlook. All forward-looking statements address matters that
involve risks and uncertainties. Accordingly, the Company's actual
results may differ materially from the results predicted or implied
by these forward-looking statements. These risks, uncertainties and
other factors also include, among others, those identified in "Risk
Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations'' and elsewhere in our annual
report on Form 10-K for the year ended December 31, 2021 as filed with the Securities
and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no
obligation to publicly update or review any forward-looking
statements, whether as a result of new information, future
developments or otherwise unless required by law.
Contact:
Rhonda
Bennetto
SVP Investor Relations
rbennetto@uct.com
ULTRA CLEAN
HOLDINGS, INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(Unaudited; in
thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
July
1,
|
|
June
25,
|
|
July
1,
|
|
June
25,
|
2022
|
|
2021
|
|
2022
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
$
|
532,016
|
|
$
|
442,515
|
|
$
|
1,018,847
|
|
$
|
788,131
|
Services
|
|
76,681
|
|
|
72,685
|
|
|
153,994
|
|
|
144,696
|
Total
revenues
|
|
608,697
|
|
|
515,200
|
|
|
1,172,841
|
|
|
932,827
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
441,119
|
|
|
367,919
|
|
|
840,658
|
|
|
651,488
|
Services
|
|
49,211
|
|
|
47,398
|
|
|
100,088
|
|
|
94,518
|
Total cost of
revenues
|
|
490,330
|
|
|
415,317
|
|
|
940,746
|
|
|
746,006
|
Gross profit
|
|
118,367
|
|
|
99,883
|
|
|
232,095
|
|
|
186,821
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
7,239
|
|
|
6,066
|
|
|
14,078
|
|
|
10,274
|
Sales and
marketing
|
|
13,854
|
|
|
12,652
|
|
|
27,651
|
|
|
20,260
|
General and
administrative
|
|
46,143
|
|
|
49,218
|
|
|
93,524
|
|
|
83,930
|
Net loss on
divestitures
|
|
56,642
|
|
|
-
|
|
|
56,642
|
|
|
-
|
Total operating
expenses
|
|
123,878
|
|
|
67,936
|
|
|
191,895
|
|
|
114,464
|
Income (loss) from
operations
|
|
(5,511)
|
|
|
31,947
|
|
|
40,200
|
|
|
72,357
|
Interest
income
|
|
125
|
|
|
59
|
|
|
190
|
|
|
157
|
Interest
expense
|
|
(7,277)
|
|
|
(7,059)
|
|
|
(13,691)
|
|
|
(10,664)
|
Other income (expense),
net
|
|
(365)
|
|
|
(711)
|
|
|
(361)
|
|
|
(4,974)
|
Income (loss) before
provision for income taxes
|
|
(13,028)
|
|
|
24,236
|
|
|
26,338
|
|
|
56,876
|
Provision for income
taxes
|
|
8,708
|
|
|
6,221
|
|
|
17,250
|
|
|
13,236
|
Net income
(loss)
|
|
(21,736)
|
|
|
18,015
|
|
|
9,088
|
|
|
43,640
|
Less: Net income
attributable to noncontrolling interests
|
|
3,357
|
|
|
917
|
|
|
6,253
|
|
|
1,545
|
Net income (loss)
attributable to UCT
|
$
|
(25,093)
|
|
$
|
17,098
|
|
$
|
2,835
|
|
$
|
42,095
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share attributable to UCT common stockholders:
|
Basic
|
$
|
(0.56)
|
|
$
|
0.39
|
|
$
|
0.06
|
|
$
|
1.00
|
Diluted
|
$
|
(0.56)
|
|
$
|
0.39
|
|
$
|
0.06
|
|
$
|
0.98
|
Shares used in
computing net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
45,176
|
|
|
43,328
|
|
|
45,056
|
|
|
41,946
|
Diluted
|
|
45,176
|
|
|
44,253
|
|
|
45,655
|
|
|
42,948
|
ULTRA CLEAN
HOLDINGS, INC.
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
(Unaudited; in
thousands)
|
|
|
|
|
|
|
|
|
|
July
1,
|
|
December
31,
|
2022
|
2021
|
ASSETS
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
421,364
|
|
$
|
466,455
|
Accounts
receivable, net of allowance
|
|
|
243,815
|
|
|
250,147
|
Inventories
|
|
|
405,065
|
|
|
379,235
|
Prepaid expenses
and other current assets
|
|
|
41,520
|
|
|
41,260
|
Total current
assets
|
|
|
1,111,764
|
|
|
1,137,097
|
|
|
|
|
|
|
|
Property, plant and
equipment, net
|
|
|
248,583
|
|
|
242,347
|
Goodwill
|
|
|
250,731
|
|
|
270,044
|
Intangible assets,
net
|
|
|
207,390
|
|
|
245,696
|
Deferred tax assets,
net
|
|
|
37,174
|
|
|
37,607
|
Operating lease
right-of-use assets
|
|
|
79,191
|
|
|
83,357
|
Other non-current
assets
|
|
|
10,533
|
|
|
9,242
|
Total assets
|
|
$
|
1,945,366
|
|
$
|
2,025,390
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
Bank
borrowings
|
|
$
|
22,334
|
|
$
|
22,071
|
Accounts
payable
|
|
|
259,362
|
|
|
332,897
|
Accrued
compensation and related benefits
|
|
|
51,412
|
|
|
46,790
|
Operating lease
liabilities
|
|
|
15,437
|
|
|
17,299
|
Other current
liabilities
|
|
|
47,592
|
|
|
50,060
|
Total current
liabilities
|
|
|
396,137
|
|
|
469,117
|
|
|
|
|
|
|
|
Bank borrowings, net of
current portion
|
|
|
524,030
|
|
|
529,919
|
Deferred tax
liabilities
|
|
|
55,100
|
|
|
54,889
|
Operating lease
liabilities
|
|
|
62,070
|
|
|
65,923
|
Other
liabilities
|
|
|
13,315
|
|
|
12,894
|
Total
liabilities
|
|
|
1,050,652
|
|
|
1,132,742
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
UCT stockholders'
equity:
|
|
|
|
|
|
|
Common
stock
|
|
|
518,000
|
|
|
511,628
|
Retained
earnings
|
|
|
340,252
|
|
|
337,417
|
Accumulated
other comprehensive gain (loss)
|
|
|
(13,308)
|
|
|
(167)
|
Total UCT stockholders'
equity
|
|
|
844,944
|
|
|
848,878
|
Non-controlling
interest
|
|
|
49,770
|
|
|
43,770
|
Total equity
|
|
|
894,714
|
|
|
892,648
|
Total liabilities and
stockholders' equity
|
|
$
|
1,945,366
|
|
$
|
2,025,390
|
ULTRA CLEAN
HOLDINGS, INC.
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Unaudited; in
thousands)
|
|
|
|
|
|
|
|
Six Months
Ended
|
|
July
1,
|
|
June
25,
|
|
2022
|
|
2021
|
Cash flows from
operating activities:
|
|
|
|
|
|
Net income
|
$
|
9,088
|
|
$
|
43,640
|
Adjustments to
reconcile net income to net cash provided by operating
activities
(excluding assets acquired and liabilities assumed):
|
|
|
|
|
|
Depreciation and
amortization
|
|
37,671
|
|
|
30,906
|
Stock-based
compensation
|
|
10,112
|
|
|
7,169
|
Deferred income
taxes
|
|
1,130
|
|
|
877
|
Change in the fair
value of financial instruments
|
|
(1,144)
|
|
|
12,987
|
Gain from insurance
proceeds
|
|
—
|
|
|
(7,332)
|
Net loss on
divestitures
|
|
56,642
|
|
|
—
|
Others
|
|
(142)
|
|
|
231
|
Changes in assets and
liabilities, net of effects of acquisitions and
divestitures:
|
|
|
|
|
|
Accounts
receivable
|
|
609
|
|
|
(13,254)
|
Inventories
|
|
(43,170)
|
|
|
(41,271)
|
Prepaid expenses and
other current assets
|
|
(2,520)
|
|
|
(328)
|
Other non-current
assets
|
|
(1,767)
|
|
|
(713)
|
Accounts
payable
|
|
(50,984)
|
|
|
80,768
|
Accrued compensation
and related benefits
|
|
5,246
|
|
|
(1,084)
|
Operating lease assets
and liabilities
|
|
(2,259)
|
|
|
(575)
|
Income taxes
payable
|
|
(2,544)
|
|
|
948
|
Other
liabilities
|
|
2,501
|
|
|
3,756
|
Net cash provided by
operating activities
|
|
18,469
|
|
|
116,725
|
Cash flows from
investing activities:
|
|
|
|
|
|
Purchases of property,
plant and equipment
|
|
(46,524)
|
|
|
(22,702)
|
Proceeds from sale of
property and equipment, including insurance proceeds
|
|
376
|
|
|
7,399
|
Divestiture of
subsidiaries
|
|
(3,784)
|
|
|
—
|
Acquisition of
business, net of cash acquired
|
|
—
|
|
|
(355,155)
|
Net cash used in
investing activities
|
|
(49,932)
|
|
|
(370,458)
|
Cash flows from
financing activities:
|
|
|
|
|
|
Proceeds from bank
borrowings
|
|
4,655
|
|
|
371,486
|
Proceeds from issuance
of common stock
|
|
—
|
|
|
193,138
|
Payments on bank
borrowings and finance leases
|
|
(10,525)
|
|
|
(43,370)
|
Payments of debt
issuance costs
|
|
—
|
|
|
(8,899)
|
Employees' taxes paid
upon vesting of restricted stock units
|
|
(3,740)
|
|
|
(7,013)
|
Others
|
|
(253)
|
|
|
(128)
|
Net cash provided by
(used in) financing activities
|
|
(9,863)
|
|
|
505,214
|
Effect of exchange rate
changes on cash and cash equivalents
|
|
(3,765)
|
|
|
(354)
|
Net increase (decrease)
in cash and cash equivalents
|
|
(45,091)
|
|
|
251,127
|
Cash and cash
equivalents at beginning of period
|
|
466,455
|
|
|
200,274
|
Cash and cash
equivalents at end of period
|
$
|
421,364
|
|
$
|
451,401
|
|
|
|
|
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
REPORTABLE
SEGMENTS
|
GAAP TO NON-GAAP
RECONCILIATION
|
(Unaudited; dollars
in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
|
Non-GAAP
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
July 1, 2022
|
|
July 1, 2022
|
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Products
|
|
Services
|
|
Consolidated
|
Revenues
|
|
$
|
532,016
|
|
$
|
76,681
|
|
$
|
608,697
|
|
$
|
532,016
|
|
$
|
76,681
|
|
$
|
608,697
|
Gross profit
|
|
$
|
90,897
|
|
$
|
27,470
|
|
$
|
118,367
|
|
$
|
94,819
|
|
$
|
28,492
|
|
$
|
123,311
|
Gross margin
|
|
|
17.1 %
|
|
|
35.8 %
|
|
|
19.4 %
|
|
|
17.8 %
|
|
|
37.2 %
|
|
|
20.3 %
|
Income from
operations
|
|
$
|
(14,445)
|
|
$
|
8,934
|
|
$
|
(5,511)
|
|
$
|
54,429
|
|
$
|
12,961
|
|
$
|
67,390
|
Operating
margin
|
|
|
-2.7 %
|
|
|
11.7 %
|
|
|
-0.9 %
|
|
|
10.2 %
|
|
|
16.9 %
|
|
|
11.1 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2022
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
Services
|
|
Consolidated
|
Reconciliation of
GAAP Gross profit to Non-GAAP Gross profit (in
thousands)
|
Reported gross profit
on a GAAP basis
|
|
$
|
90,897
|
|
$
|
27,470
|
|
$
|
118,367
|
Amortization of
intangible assets (1)
|
|
|
603
|
|
|
1,022
|
|
|
1,625
|
Stock-based
compensation expense (3)
|
|
|
405
|
|
|
—
|
|
|
405
|
Covid-19 related costs
(4)
|
|
|
2,914
|
|
|
—
|
|
|
2,914
|
Non-GAAP gross
profit
|
|
$
|
94,819
|
|
$
|
28,492
|
|
$
|
123,311
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Gross margin to Non-GAAP Gross margin
|
Reported gross margin
on a GAAP basis
|
|
|
17.1 %
|
|
|
35.8 %
|
|
|
19.4 %
|
Amortization of
intangible assets (1)
|
|
|
0.1 %
|
|
|
1.4 %
|
|
|
0.3 %
|
Stock-based
compensation expense (3)
|
|
|
0.1 %
|
|
|
—
|
|
|
0.1 %
|
Covid-19 related costs
(4)
|
|
|
0.5 %
|
|
|
—
|
|
|
0.5 %
|
Non-GAAP gross
margin
|
|
|
17.8 %
|
|
|
37.2 %
|
|
|
20.3 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Income (loss) from operations to Non-GAAP Income from
operations (in thousands)
|
Reported income
(loss) from operations on a GAAP basis
|
|
$
|
(14,445)
|
|
$
|
8,934
|
|
$
|
(5,511)
|
Amortization of
intangible assets (1)
|
|
|
4,019
|
|
|
3,647
|
|
|
7,666
|
Restructuring charges
(2)
|
|
|
1,134
|
|
|
—
|
|
|
1,134
|
Stock-based
compensation expense (3)
|
|
|
4,005
|
|
|
380
|
|
|
4,385
|
Covid-19 related costs
(4)
|
|
|
2,914
|
|
|
—
|
|
|
2,914
|
Acquisition related
costs (5)
|
|
|
160
|
|
|
—
|
|
|
160
|
Net loss on
divestitures (6)
|
|
|
56,642
|
|
|
—
|
|
|
56,642
|
Non-GAAP income from
operations
|
|
$
|
54,429
|
|
$
|
12,961
|
|
$
|
67,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Operating margin to Non-GAAP Operating margin
|
Reported operating
margin on a GAAP basis
|
|
|
-2.7 %
|
|
|
11.7 %
|
|
|
-0.9 %
|
Amortization of
intangible assets (1)
|
|
|
0.8 %
|
|
|
4.8 %
|
|
|
1.3 %
|
Restructuring charges
(2)
|
|
|
0.2 %
|
|
|
0.0 %
|
|
|
0.2 %
|
Stock-based
compensation expense (3)
|
|
|
0.8 %
|
|
|
0.4 %
|
|
|
0.7 %
|
Covid-19 related costs
(4)
|
|
|
0.5 %
|
|
|
0.0 %
|
|
|
0.5 %
|
Acquisition related
costs (5)
|
|
|
0.0 %
|
|
|
0.0 %
|
|
|
0.0 %
|
Net loss on
divestitures (6)
|
|
|
10.6 %
|
|
|
0.0 %
|
|
|
9.3 %
|
Non-GAAP operating
margin
|
|
|
10.2 %
|
|
|
16.9 %
|
|
|
11.1 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
Amortization of intangible assets related to the Company's business
acquisitions
|
2
Represents severance, retention and costs related to facility
closures
|
3
Represents compensation expense for stock granted to employees and
directors
|
4
Covid-19 related expenses incurred during the period
|
5
Represents costs related to the acquisition of
Ham-Let
|
6
Represents the net loss on the divestiture of certain non-core
subsidiary entities
|
ULTRA CLEAN
HOLDINGS, INC.
|
UNAUDITED
RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
July
1,
|
|
June
25,
|
|
April
1,
|
|
2022
|
|
2021
|
|
2022
|
Reconciliation of
GAAP Net Income (Loss) to Non-GAAP Net Income (in
thousands)
|
Reported net income
(loss) attributable to UCT on a GAAP basis
|
$
|
(25,093)
|
|
$
|
17,098
|
|
$
|
27,930
|
Amortization of
intangible assets (1)
|
|
7,666
|
|
|
9,511
|
|
|
8,052
|
Restructuring charges
(2)
|
|
1,134
|
|
|
(28)
|
|
|
49
|
Stock-based
compensation expense (3)
|
|
4,385
|
|
|
3,724
|
|
|
5,449
|
Legal-related costs
(4)
|
|
—
|
|
|
—
|
|
|
2,200
|
Acquisition related
costs (5)
|
|
160
|
|
|
8,093
|
|
|
172
|
Fair value related
adjustments (6)
|
|
—
|
|
|
8,583
|
|
|
—
|
Covid-19 related costs
(7)
|
|
2,914
|
|
|
—
|
|
|
—
|
Net loss on
divestitures (8)
|
|
56,642
|
|
|
—
|
|
|
—
|
Income tax effect of
non-GAAP adjustments (9)
|
|
(11,081)
|
|
|
(5,259)
|
|
|
(2,611)
|
Income tax effect of
valuation allowance (10)
|
|
10,688
|
|
|
1,956
|
|
|
2,084
|
Non-GAAP net income
attributable to UCT
|
$
|
47,415
|
|
$
|
43,678
|
|
$
|
43,325
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Income (Loss) from operations to Non-GAAP Income from
operations (in thousands)
|
Reported income (loss)
from operations on a GAAP basis
|
$
|
(5,511)
|
|
$
|
31,947
|
|
$
|
45,711
|
Amortization of
intangible assets (1)
|
|
7,666
|
|
|
9,511
|
|
|
8,052
|
Restructuring charges
(2)
|
|
1,134
|
|
|
(28)
|
|
|
49
|
Stock-based
compensation expense (3)
|
|
4,385
|
|
|
3,724
|
|
|
5,449
|
Legal-related costs
(4)
|
|
—
|
|
|
—
|
|
|
2,200
|
Acquisition related
costs (5)
|
|
160
|
|
|
8,093
|
|
|
172
|
Fair value related
adjustments (6)
|
|
—
|
|
|
7,183
|
|
|
—
|
Covid-19 related costs
(7)
|
|
2,914
|
|
|
—
|
|
|
—
|
Net loss on
divestitures (8)
|
|
56,642
|
|
|
—
|
|
|
—
|
Non-GAAP income from
operations
|
$
|
67,390
|
|
$
|
60,430
|
|
$
|
61,633
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Operating margin to Non-GAAP Operating margin
|
Reported operating
margin on a GAAP basis
|
|
-0.9 %
|
|
|
6.2 %
|
|
|
8.1 %
|
Amortization of
intangible assets (1)
|
|
1.3 %
|
|
|
1.8 %
|
|
|
1.4 %
|
Restructuring charges
(2)
|
|
0.2 %
|
|
|
—
|
|
|
0.0 %
|
Stock-based
compensation expense (3)
|
|
0.7 %
|
|
|
0.7 %
|
|
|
1.0 %
|
Legal-related costs
(4)
|
|
—
|
|
|
—
|
|
|
0.4 %
|
Acquisition related
costs (5)
|
|
0.0 %
|
|
|
1.6 %
|
|
|
—
|
Fair value related
adjustments (6)
|
|
—
|
|
|
1.4 %
|
|
|
—
|
Covid-19 related costs
(7)
|
|
0.5 %
|
|
|
—
|
|
|
—
|
Net loss on
divestitures (8)
|
|
9.3 %
|
|
|
—
|
|
|
—
|
Non-GAAP operating
margin
|
|
11.1 %
|
|
|
11.7 %
|
|
|
10.9 %
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Gross profit to Non-GAAP Gross profit (in
thousands)
|
Reported gross profit
on a GAAP basis
|
$
|
118,367
|
|
$
|
99,883
|
|
$
|
113,728
|
Amortization of
intangible assets (1)
|
|
1,625
|
|
|
1,680
|
|
|
1,680
|
Restructuring charges
(2)
|
|
—
|
|
|
201
|
|
|
—
|
Stock-based
compensation expense (3)
|
|
405
|
|
|
414
|
|
|
477
|
Fair value related
adjustments (6)
|
|
—
|
|
|
7,183
|
|
|
—
|
Covid-19 related costs
(7)
|
|
2,914
|
|
|
—
|
|
|
—
|
Non-GAAP gross
profit
|
$
|
123,311
|
|
$
|
109,361
|
|
$
|
115,885
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Gross margin to Non-GAAP Gross margin
|
Reported gross margin
on a GAAP basis
|
|
19.4 %
|
|
|
19.4 %
|
|
|
20.2 %
|
Amortization of
intangible assets (1)
|
|
0.3 %
|
|
|
0.3 %
|
|
|
0.2 %
|
Restructuring charges
(2)
|
|
—
|
|
|
—
|
|
|
—
|
Stock-based
compensation expense (3)
|
|
0.1 %
|
|
|
0.1 %
|
|
|
0.1 %
|
Fair value related
adjustments (6)
|
|
—
|
|
|
1.4 %
|
|
|
—
|
Covid-19 related costs
(7)
|
|
0.5 %
|
|
|
—
|
|
|
—
|
Non-GAAP gross
margin
|
|
20.3 %
|
|
|
21.2 %
|
|
|
20.5 %
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Interest and other income (expense) to Non-GAAP Interest and
other income (expense) (in thousands)
|
|
|
|
|
|
|
|
|
|
Reported interest and
other income (expense) on a GAAP basis
|
$
|
(7,517)
|
|
$
|
(7,711)
|
|
$
|
(6,343)
|
Fair value related
adjustments (6)
|
|
—
|
|
|
1,400
|
|
|
—
|
Non-GAAP interest and
other income (expense)
|
$
|
(7,517)
|
|
$
|
(6,311)
|
|
$
|
(6,343)
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Earnings Per Diluted Share to Non-GAAP Earnings Per Diluted
Share
|
|
|
|
|
|
|
|
|
|
Reported net income
(loss) on a GAAP basis
|
$
|
(0.56)
|
|
$
|
0.39
|
|
$
|
0.61
|
Amortization of
intangible assets (1)
|
|
0.17
|
|
|
0.22
|
|
|
0.18
|
Restructuring charges
(2)
|
|
0.03
|
|
|
—
|
|
|
0.00
|
Stock-based
compensation expense (3)
|
|
0.10
|
|
|
0.09
|
|
|
0.12
|
Legal-related costs
(4)
|
|
—
|
|
|
—
|
|
|
0.05
|
Acquisition related
costs (5)
|
|
0.01
|
|
|
0.18
|
|
|
—
|
Fair value related
adjustments (6)
|
|
—
|
|
|
0.19
|
|
|
—
|
Covid-19 related costs
(7)
|
|
0.06
|
|
|
—
|
|
|
—
|
Net loss on
divestitures (8)
|
|
1.24
|
|
|
—
|
|
|
—
|
Income tax effect of
non-GAAP adjustments (9)
|
|
(0.24)
|
|
|
(0.12)
|
|
|
(0.06)
|
Income tax effect of
valuation allowance (10)
|
|
0.23
|
|
|
0.04
|
|
|
0.05
|
Non-GAAP net
income
|
$
|
1.04
|
|
$
|
0.99
|
|
$
|
0.95
|
Weighted average number
of diluted shares (thousands) on a non-
GAAP basis
|
|
45,637
|
|
|
44,253
|
|
|
45,593
|
|
|
|
|
|
|
|
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
UNAUDITED
RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX
RATE
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
July
1,
|
|
June
25,
|
|
April
1,
|
|
2022
|
|
2021
|
|
2022
|
(in thousands,
except percentages)
|
|
|
|
|
|
|
|
|
Provision for income
taxes on a GAAP basis
|
$
|
8,708
|
|
$
|
6,221
|
|
$
|
8,542
|
Income tax effect of
non-GAAP adjustments (9)
|
|
11,081
|
|
|
5,259
|
|
|
2,611
|
Income tax effect of
valuation allowance (10)
|
|
(10,688)
|
|
|
(1,956)
|
|
|
(2,084)
|
Non-GAAP provision for
income taxes
|
$
|
9,101
|
|
$
|
9,524
|
|
$
|
9,069
|
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes on a GAAP basis
|
$
|
(13,028)
|
|
$
|
24,236
|
|
$
|
39,368
|
Amortization of
intangible assets (1)
|
|
7,666
|
|
|
9,511
|
|
|
8,052
|
Restructuring charges
(2)
|
|
1,134
|
|
|
(28)
|
|
|
49
|
Stock-based
compensation expense (3)
|
|
4,385
|
|
|
3,724
|
|
|
5,449
|
Legal-related costs
(4)
|
|
—
|
|
|
—
|
|
|
2,200
|
Acquisition related
costs (5)
|
|
160
|
|
|
8,093
|
|
|
172
|
Fair value related
adjustments (6)
|
|
—
|
|
|
8,583
|
|
|
—
|
Covid-19 related costs
(7)
|
|
2,914
|
|
|
—
|
|
|
—
|
Net loss on
divestitures (8)
|
|
56,642
|
|
|
—
|
|
|
—
|
Non-GAAP income before
income taxes
|
$
|
59,873
|
|
$
|
54,119
|
|
$
|
55,290
|
Effective income tax
rate on a GAAP basis
|
|
-66.8 %
|
|
|
25.7 %
|
|
|
21.7 %
|
Non-GAAP effective
income tax rate
|
|
15.2 %
|
|
|
17.6 %
|
|
|
16.4 %
|
|
|
|
|
|
|
|
|
|
1
Amortization of intangible assets related to the Company's business
acquisitions
|
2
Represents severance, retention and costs related to facility
closures
|
3
Represents compensation expense for stock granted to employees and
directors
|
4
Represents estimated costs related to legal proceedings
|
5
Represents costs related to the acquisition of
Ham-Let
|
6
Adjustments related to the fair values of inventories related to
Ham-let and purchase obligation related to QGT
|
7
Covid-19 related costs incurred during the period
|
8
Represents the net loss on the divestiture of certain non-core
subsidiary entities
|
9 Tax
effect of items (1) through (8) above based on the non-GAAP tax
rate
|
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SOURCE Ultra Clean Holdings, Inc.