HAYWARD, Calif., Aug. 2, 2021 /PRNewswire/ -- Ultra Clean
Holdings, Inc. (Nasdaq: UCTT), today reported its financial results
for the second quarter ended June 25,
2021.
"UCT delivered strong second quarter results driven by
disciplined execution in a robust demand environment across all of
our end markets," said Jim
Scholhamer, CEO. "These results demonstrate that UCT's
diversified suite of capabilities and ability to deliver are
enabling us to play a larger, more valuable role in the
semiconductor ecosystem."
Second Quarter 2021 GAAP Financial Results
Total revenue was $515.2 million.
Products contributed $442.5 million
and Services added $72.7 million.
Total gross margin was 19.4%, operating margin was 6.2%, and net
income was $17.1 million or
$0.39 per basic and diluted share.
This compares to total revenue of $417.6
million, gross margin of 20.8%, operating margin of 9.7%,
and net income of $25.0 million or
$0.62 and $0.60 per basic and diluted share in the prior
quarter.
Second Quarter 2021 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 21.2%, operating margin
was 11.7%, and net income was $43.7
million or $0.99 per diluted
share. This compares to gross margin of 21.3%, operating margin of
12.2%, and net income of $38.2
million or $0.92 per diluted
share in the prior quarter.
Third Quarter 2021 Outlook
The Company expects revenue in the range of $520.0 million to $560.0
million and GAAP diluted net income per share to be between
$0.68 and $0.85. The Company expects non-GAAP diluted net
income per share to be between $0.94
and $1.10.
Conference Call
The call will take place on Monday,
August 2, 2021 at 1:30 p.m. PT
(4:30 pm ET) 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 10158101. 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, fair value
adjustments, depreciation adjustments, stock-based compensation,
certain insurance proceeds, 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 25, 2020 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, Vice President 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
|
|
June
25,
|
|
June
26,
|
|
June
25,
|
|
June
26,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
$
|
442,515
|
|
$
|
277,892
|
|
$
|
788,131
|
|
$
|
537,275
|
|
Services
|
|
72,685
|
|
|
66,890
|
|
|
144,696
|
|
|
128,403
|
|
Total
revenues
|
|
515,200
|
|
|
344,782
|
|
|
932,827
|
|
|
665,678
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
367,919
|
|
|
229,276
|
|
|
651,488
|
|
|
444,031
|
|
Services
|
|
47,398
|
|
|
41,628
|
|
|
94,518
|
|
|
82,107
|
|
Total cost of
revenues
|
|
415,317
|
|
|
270,904
|
|
|
746,006
|
|
|
526,138
|
|
Gross
profit
|
|
99,883
|
|
|
73,878
|
|
|
186,821
|
|
|
139,540
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
6,066
|
|
|
3,827
|
|
|
10,274
|
|
|
7,251
|
|
Sales and
marketing
|
|
12,652
|
|
|
5,876
|
|
|
20,260
|
|
|
11,668
|
|
General and
administrative
|
|
49,218
|
|
|
33,350
|
|
|
83,930
|
|
|
67,247
|
|
Total operating
expenses
|
|
67,936
|
|
|
43,053
|
|
|
114,464
|
|
|
86,166
|
|
Income from
operations
|
|
31,947
|
|
|
30,825
|
|
|
72,357
|
|
|
53,374
|
|
Interest
income
|
|
59
|
|
|
158
|
|
|
157
|
|
|
470
|
|
Interest
expense
|
|
(7,059)
|
|
|
(3,773)
|
|
|
(10,664)
|
|
|
(8,961)
|
|
Other income
(expense), net
|
|
(711)
|
|
|
560
|
|
|
(4,974)
|
|
|
(2,131)
|
|
Income before
provision for income taxes
|
|
24,236
|
|
|
27,770
|
|
|
56,876
|
|
|
42,752
|
|
Provision for income
taxes
|
|
6,221
|
|
|
5,691
|
|
|
13,236
|
|
|
10,156
|
|
Net income
|
|
18,015
|
|
|
22,079
|
|
|
43,640
|
|
|
32,596
|
|
Less: Net income
attributable to noncontrolling interests
|
|
917
|
|
|
815
|
|
|
1,545
|
|
|
1,910
|
|
Net income
attributable to UCT
|
$
|
17,098
|
|
$
|
21,264
|
|
$
|
42,095
|
|
$
|
30,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share
attributable to UCT common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.39
|
|
$
|
0.53
|
|
$
|
1.00
|
|
$
|
0.77
|
|
Diluted
|
$
|
0.39
|
|
$
|
0.52
|
|
$
|
0.98
|
|
$
|
0.75
|
|
Shares used in
computing net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
43,328
|
|
|
40,087
|
|
|
41,946
|
|
|
39,952
|
|
Diluted
|
|
44,253
|
|
|
40,834
|
|
|
42,948
|
|
|
40,774
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
(Unaudited; in
thousands)
|
|
|
|
|
|
|
|
|
|
June
25,
|
|
December
25,
|
|
|
2021
|
|
2020
|
|
ASSETS
|
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
451,401
|
|
$
|
200,274
|
|
Accounts
receivable, net of allowance
|
|
|
210,426
|
|
|
145,539
|
|
Inventories
|
|
|
301,956
|
|
|
180,385
|
|
Prepaid
expenses and other current assets
|
|
|
35,506
|
|
|
18,895
|
|
Total current
assets
|
|
|
999,289
|
|
|
545,093
|
|
|
|
|
|
|
|
|
Property, plant and
equipment, net
|
|
|
218,295
|
|
|
159,150
|
|
Goodwill
|
|
|
257,179
|
|
|
171,132
|
|
Intangibles assets,
net
|
|
|
270,518
|
|
|
160,519
|
|
Deferred tax assets,
net
|
|
|
23,288
|
|
|
23,513
|
|
Operating lease
right-of-use assets
|
|
|
69,809
|
|
|
37,821
|
|
Other non-current
assets
|
|
|
8,277
|
|
|
5,315
|
|
Total
assets
|
|
$
|
1,846,655
|
|
$
|
1,102,543
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
Bank
borrowings
|
|
$
|
21,594
|
|
$
|
7,361
|
|
Accounts
payable
|
|
|
231,002
|
|
|
121,328
|
|
Accrued
compensation and related benefits
|
|
|
43,911
|
|
|
34,532
|
|
Operating
lease liabilities
|
|
|
15,966
|
|
|
11,721
|
|
Other current
liabilities
|
|
|
42,487
|
|
|
26,335
|
|
Total current
liabilities
|
|
|
354,960
|
|
|
201,277
|
|
|
|
|
|
|
|
|
Bank borrowings, net
of current portion
|
|
|
573,116
|
|
|
261,619
|
|
Deferred tax
liabilities
|
|
|
45,497
|
|
|
33,571
|
|
Operating lease
liabilities
|
|
|
54,274
|
|
|
31,050
|
|
Other
liabilities
|
|
|
30,088
|
|
|
23,812
|
|
Total
liabilities
|
|
|
1,057,935
|
|
|
551,329
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
UCT
stockholders' equity:
|
|
|
|
|
|
|
|
Common
stock
|
|
|
502,873
|
|
|
309,589
|
|
Retained
earnings
|
|
|
260,067
|
|
|
217,972
|
|
Accumulated
other comprehensive gain
|
|
|
4,586
|
|
|
5,087
|
|
Total UCT
stockholders' equity
|
|
|
767,526
|
|
|
532,648
|
|
Noncontrolling
interest
|
|
|
21,194
|
|
|
18,566
|
|
Total
equity
|
|
|
788,720
|
|
|
551,214
|
|
Total liabilities and
stockholders' equity
|
|
$
|
1,846,655
|
|
$
|
1,102,543
|
|
|
|
|
|
|
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(Unaudited; in
thousands)
|
|
|
|
|
|
|
|
Six Months
Ended
|
|
June
25,
|
|
June
26,
|
|
2021
|
|
2020
|
|
Cash flows from
operating activities:
|
|
|
|
|
|
|
Net income
|
$
|
43,640
|
|
$
|
32,596
|
|
Adjustments to
reconcile net income to net cash provided by operating activities
(excluding assets acquired and liabilities assumed):
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
30,906
|
|
|
23,403
|
|
Stock-based
compensation
|
|
7,169
|
|
|
6,150
|
|
Deferred income
taxes
|
|
877
|
|
|
(17)
|
|
Change in the fair
value of financial instruments
|
|
12,987
|
|
|
4,186
|
|
Gain from insurance
proceeds
|
|
(7,332)
|
|
|
—
|
|
Others
|
|
231
|
|
|
(239)
|
|
Changes in assets and
liabilities:
|
|
|
|
|
|
|
Accounts
receivable
|
|
(13,254)
|
|
|
(26,040)
|
|
Inventories
|
|
(41,271)
|
|
|
(21,459)
|
|
Prepaid expenses and
other current assets
|
|
(328)
|
|
|
(1,567)
|
|
Other non-current
assets
|
|
(713)
|
|
|
290
|
|
Accounts
payable
|
|
80,768
|
|
|
6,520
|
|
Accrued compensation
and related benefits
|
|
(1,084)
|
|
|
2,832
|
|
Operating lease
assets and liabilities
|
|
(575)
|
|
|
(510)
|
|
Income taxes
payable
|
|
948
|
|
|
4,887
|
|
Other
liabilities
|
|
3,756
|
|
|
2,153
|
|
Net cash provided by
operating activities
|
|
116,725
|
|
|
33,185
|
|
Cash flows from
investing activities:
|
|
|
|
|
|
|
Purchases of
property, plant and equipment
|
|
(22,702)
|
|
|
(17,049)
|
|
Proceeds from sale of
equipment, including insurance proceeds
|
|
7,399
|
|
|
2,922
|
|
Acquisition of
business, net of cash acquired
|
|
(355,155)
|
|
|
—
|
|
Net cash used in
investing activities
|
|
(370,458)
|
|
|
(14,127)
|
|
Cash flows from
financing activities:
|
|
|
|
|
|
|
Proceeds from bank
borrowings
|
|
371,486
|
|
|
60,478
|
|
Proceeds from
issuance of common stock
|
|
193,138
|
|
|
260
|
|
Principal payments on
bank borrowings and finance leases
|
|
(43,370)
|
|
|
(26,261)
|
|
Payments of debt
issuance costs
|
|
(8,899)
|
|
|
—
|
|
Employees' taxes paid
upon vesting of restricted stock units
|
|
(7,013)
|
|
|
(1,382)
|
|
Others
|
|
(128)
|
|
|
—
|
|
Net cash provided by
financing activities
|
|
505,214
|
|
|
33,095
|
|
Effect of exchange
rate changes on cash and cash equivalents
|
|
(354)
|
|
|
(320)
|
|
Net increase in cash
and cash equivalents
|
|
251,127
|
|
|
51,833
|
|
Cash and cash
equivalents at beginning of period
|
|
200,274
|
|
|
162,531
|
|
Cash and cash
equivalents at end of period
|
$
|
451,401
|
|
$
|
214,364
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
REPORTABLE
SEGMENTS
|
|
GAAP TO NON-GAAP
RECONCILIATION
|
|
(Unaudited;
dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
|
Non-GAAP
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
June 25,
2021
|
|
June 25,
2021
|
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Revenues
|
|
$
|
442,515
|
|
$
|
72,685
|
|
$
|
515,200
|
|
$
|
442,515
|
|
$
|
72,685
|
|
$
|
515,200
|
|
Gross
profit
|
|
$
|
74,596
|
|
$
|
25,287
|
|
$
|
99,883
|
|
$
|
83,052
|
|
$
|
26,309
|
|
$
|
109,361
|
|
Gross
margin
|
|
|
16.9%
|
|
|
34.8%
|
|
|
19.4%
|
|
|
18.8%
|
|
|
36.2%
|
|
|
21.2%
|
|
Income from
operations
|
|
$
|
24,023
|
|
$
|
7,924
|
|
$
|
31,947
|
|
$
|
48,297
|
|
$
|
12,133
|
|
$
|
60,430
|
|
Operating
margin
|
|
|
5.4%
|
|
|
10.9%
|
|
|
6.2%
|
|
|
10.9%
|
|
|
16.7%
|
|
|
11.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
June 25,
2021
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Reconciliation of
GAAP Gross profit to Non-GAAP Gross profit (in
thousands)
|
|
Reported gross profit
on a GAAP basis
|
|
$
|
74,596
|
|
$
|
25,287
|
|
$
|
99,883
|
|
Amortization of
intangible assets (1)
|
|
|
658
|
|
|
1,022
|
|
|
1,680
|
|
Restructuring charges
(2)
|
|
|
201
|
|
|
-
|
|
|
201
|
|
Stock-based
compensation expense (3)
|
|
|
414
|
|
|
-
|
|
|
414
|
|
Fair value related
adjustments (4)
|
|
|
7,183
|
|
|
|
|
|
7,183
|
|
Non-GAAP gross
profit
|
|
$
|
83,052
|
|
$
|
26,309
|
|
$
|
109,361
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Gross margin to Non-GAAP Gross margin
|
|
Reported gross margin
on a GAAP basis
|
|
|
16.9%
|
|
|
34.8%
|
|
|
19.4%
|
|
Amortization of
intangible assets (1)
|
|
|
0.1%
|
|
|
1.4%
|
|
|
0.3%
|
|
Restructuring charges
(2)
|
|
|
0.1%
|
|
|
-
|
|
|
0.0%
|
|
Stock-based
compensation expense (3)
|
|
|
0.1%
|
|
|
-
|
|
|
0.1%
|
|
Fair value related
adjustments (4)
|
|
|
1.6%
|
|
|
-
|
|
|
1.4%
|
|
Non-GAAP gross
margin
|
|
|
18.8%
|
|
|
36.2%
|
|
|
21.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Income from operations to Non-GAAP Income from operations (in
thousands)
|
|
Reported income from
operations on a GAAP basis
|
|
$
|
24,023
|
|
$
|
7,924
|
|
$
|
31,947
|
|
Amortization of
intangible assets (1)
|
|
|
5,795
|
|
|
3,716
|
|
|
9,511
|
|
Restructuring charges
(2)
|
|
|
(68)
|
|
|
40
|
|
|
(28)
|
|
Stock-based
compensation expense (3)
|
|
|
3,271
|
|
|
453
|
|
|
3,724
|
|
Fair value related
adjustments (4)
|
|
|
7,183
|
|
|
-
|
|
|
7,183
|
|
Acquisition related
costs (5)
|
|
|
8,093
|
|
|
-
|
|
|
8,093
|
|
Non-GAAP income from
operations
|
|
$
|
48,297
|
|
$
|
12,133
|
|
$
|
60,430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Operating margin to Non-GAAP Operating margin
|
|
Reported operating
margin on a GAAP basis
|
|
|
5.4%
|
|
|
10.9%
|
|
|
6.2%
|
|
Amortization of
intangible assets (1)
|
|
|
1.3%
|
|
|
5.1%
|
|
|
1.8%
|
|
Restructuring charges
(2)
|
|
|
0.0%
|
|
|
0.1%
|
|
|
0.0%
|
|
Stock-based
compensation expense (3)
|
|
|
0.8%
|
|
|
0.6%
|
|
|
0.7%
|
|
Fair value related
adjustments (4)
|
|
|
1.6%
|
|
|
0.0%
|
|
|
1.4%
|
|
Acquisition related
costs (5)
|
|
|
1.8%
|
|
|
0.0%
|
|
|
1.6%
|
|
Non-GAAP operating
margin
|
|
|
10.9%
|
|
|
16.7%
|
|
|
11.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 acquisition fair value related adjustments
|
|
5
Represents costs related to the acquisition of Ham-Let
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
UNAUDITED
RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
June 25,
|
|
June 26,
|
|
March 26,
|
|
2021
|
|
2020
|
|
2021
|
|
Reconciliation of
GAAP Net Income to Non-GAAP Net Income (in
thousands)
|
|
Reported net income
attributable to UCT on a GAAP basis
|
$
|
17,098
|
|
$
|
21,264
|
|
$
|
24,997
|
|
Amortization of
intangible assets (1)
|
|
9,511
|
|
|
4,949
|
|
|
4,889
|
|
Restructuring charges
(2)
|
|
(28)
|
|
|
1,572
|
|
|
140
|
|
Stock-based
compensation expense (3)
|
|
3,724
|
|
|
3,104
|
|
|
4,043
|
|
Fair value related
adjustments (4)
|
|
8,583
|
|
|
1,209
|
|
|
11,582
|
|
Acquisition related
costs (5)
|
|
8,093
|
|
|
-
|
|
|
1,337
|
|
Insurance proceeds
(6)
|
|
-
|
|
|
-
|
|
|
(7,332)
|
|
Income tax effect of
non-GAAP adjustments (7)
|
|
(5,259)
|
|
|
(2,037)
|
|
|
(2,639)
|
|
Income tax effect of
valuation allowance (8)
|
|
1,956
|
|
|
470
|
|
|
1,140
|
|
Non-GAAP net income
attributable to UCT
|
$
|
43,678
|
|
$
|
30,531
|
|
$
|
38,157
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Income from operations to Non-GAAP Income from operations (in
thousands)
|
|
Reported income from
operations on a GAAP basis
|
$
|
31,947
|
|
$
|
30,825
|
|
$
|
40,410
|
|
Amortization of
intangible assets (1)
|
|
9,511
|
|
|
4,949
|
|
|
4,889
|
|
Restructuring charges
(2)
|
|
(28)
|
|
|
1,572
|
|
|
140
|
|
Stock-based
compensation expense (3)
|
|
3,724
|
|
|
3,104
|
|
|
4,043
|
|
Fair value related
adjustments (4)
|
|
7,183
|
|
|
-
|
|
|
-
|
|
Acquisition related
costs (5)
|
|
8,093
|
|
|
-
|
|
|
1,337
|
|
Non-GAAP income from
operations
|
$
|
60,430
|
|
$
|
40,450
|
|
$
|
50,819
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Operating margin to Non-GAAP Operating margin
|
|
Reported operating
margin on a GAAP basis
|
|
6.2%
|
|
|
8.9%
|
|
|
9.7%
|
|
Amortization of
intangible assets (1)
|
|
1.8%
|
|
|
1.4%
|
|
|
1.2%
|
|
Restructuring charges
(2)
|
|
0.0%
|
|
|
0.5%
|
|
|
0.0%
|
|
Stock-based
compensation expense (3)
|
|
0.7%
|
|
|
0.9%
|
|
|
1.0%
|
|
Fair value related
adjustments (4)
|
|
1.4%
|
|
|
0.0%
|
|
|
0.0%
|
|
Acquisition related
costs (5)
|
|
1.6%
|
|
|
0.0%
|
|
|
0.3%
|
|
Non-GAAP operating
margin
|
|
11.7%
|
|
|
11.7%
|
|
|
12.2%
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Gross profit to Non-GAAP Gross profit (in
thousands)
|
|
Reported gross profit
on a GAAP basis
|
$
|
99,883
|
|
$
|
73,878
|
|
$
|
86,938
|
|
Amortization of
intangible assets (1)
|
|
1,680
|
|
|
1,022
|
|
|
1,022
|
|
Restructuring charges
(2)
|
|
201
|
|
|
253
|
|
|
6
|
|
Stock-based
compensation expense (3)
|
|
414
|
|
|
726
|
|
|
980
|
|
Fair value related
adjustments (4)
|
|
7,183
|
|
|
-
|
|
|
-
|
|
Non-GAAP gross
profit
|
$
|
109,361
|
|
$
|
75,879
|
|
$
|
88,946
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Gross margin to Non-GAAP Gross margin
|
|
Reported gross margin
on a GAAP basis
|
|
19.4%
|
|
|
21.4%
|
|
|
20.8%
|
|
Amortization of
intangible assets (1)
|
|
0.3%
|
|
|
0.3%
|
|
|
0.3%
|
|
Restructuring charges
(2)
|
|
0.0%
|
|
|
0.1%
|
|
|
0.0%
|
|
Stock-based
compensation expense (3)
|
|
0.1%
|
|
|
0.2%
|
|
|
0.2%
|
|
Fair value related
adjustments (4)
|
|
1.4%
|
|
|
0.0%
|
|
|
0.0%
|
|
Non-GAAP gross
margin
|
|
21.2%
|
|
|
22.0%
|
|
|
21.3%
|
|
|
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
|
$
|
(7,711)
|
|
$
|
(3,055)
|
|
$
|
(7,770)
|
|
Fair value related
adjustments (4)
|
|
1,400
|
|
|
1,209
|
|
|
11,582
|
|
Insurance proceeds
(6)
|
|
-
|
|
|
-
|
|
|
(7,332)
|
|
Non-GAAP interest and
other income (expense)
|
$
|
(6,311)
|
|
$
|
(1,846)
|
|
$
|
(3,520)
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of
GAAP Earnings Per Diluted Share to Non-GAAP Earnings Per Diluted
Share
|
|
Reported net income
on a GAAP basis
|
$
|
0.39
|
|
$
|
0.52
|
|
$
|
0.60
|
|
Amortization of
intangible assets (1)
|
|
0.22
|
|
|
0.12
|
|
|
0.12
|
|
Restructuring charges
(2)
|
|
(0.00)
|
|
|
0.04
|
|
|
0.00
|
|
Stock-based
compensation expense (3)
|
|
0.09
|
|
|
0.08
|
|
|
0.10
|
|
Fair value related
adjustments (4)
|
|
0.19
|
|
|
0.03
|
|
|
0.28
|
|
Acquisition related
costs (5)
|
|
0.18
|
|
|
-
|
|
|
0.03
|
|
Insurance proceeds
(6)
|
|
-
|
|
|
-
|
|
|
(0.18)
|
|
Income tax effect of
non-GAAP adjustments (7)
|
|
(0.12)
|
|
|
(0.05)
|
|
|
(0.06)
|
|
Income tax effect of
valuation allowance (8)
|
|
0.04
|
|
|
0.01
|
|
|
0.03
|
|
Non-GAAP net
income
|
$
|
0.99
|
|
$
|
0.75
|
|
$
|
0.92
|
|
Weighted average
number of diluted shares (thousands) on a non-GAAP basis
|
|
44,253
|
|
|
40,834
|
|
|
41,639
|
|
|
|
|
|
|
|
|
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
UNAUDITED
RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX
RATE
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
June 25,
|
|
June 26,
|
|
March 26,
|
|
2021
|
|
2020
|
|
2021
|
|
(in thousands,
except percentages)
|
|
|
|
|
|
|
|
|
|
Provision for income
taxes on a GAAP basis
|
$
|
6,221
|
|
$
|
5,691
|
|
$
|
7,015
|
|
Income tax effect of
non-GAAP adjustments (7)
|
|
5,259
|
|
|
2,037
|
|
|
2,639
|
|
Income tax effect of
valuation allowance (8)
|
|
(1,956)
|
|
|
(470)
|
|
|
(1,140)
|
|
Non-GAAP provision
for income taxes
|
$
|
9,524
|
|
$
|
7,258
|
|
$
|
8,514
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes on a GAAP basis
|
$
|
24,236
|
|
$
|
27,770
|
|
$
|
32,640
|
|
Amortization of
intangible assets (1)
|
|
9,511
|
|
|
4,949
|
|
|
4,889
|
|
Restructuring charges
(2)
|
|
(28)
|
|
|
1,572
|
|
|
140
|
|
Stock-based
compensation expense (3)
|
|
3,724
|
|
|
3,104
|
|
|
4,043
|
|
Fair value related
adjustments (4)
|
|
8,583
|
|
|
1,209
|
|
|
11,582
|
|
Acquisition related
costs (5)
|
|
8,093
|
|
|
-
|
|
|
1,337
|
|
Insurance proceeds
(6)
|
|
-
|
|
|
-
|
|
|
(7,332)
|
|
Non-GAAP income
before income taxes
|
$
|
54,119
|
|
$
|
38,604
|
|
$
|
47,299
|
|
Effective income tax
rate on a GAAP basis
|
|
25.7%
|
|
|
20.5%
|
|
|
21.5%
|
|
Non-GAAP effective
income tax rate
|
|
17.6%
|
|
|
18.8%
|
|
|
18.0%
|
|
|
|
|
|
|
|
|
|
|
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 acquisition related fair value adjustments and fair
value adjustments of contingent consideration, purchase obligation
and forward hedge contracts
|
|
5
Represents costs related to acquisitions
|
|
6
Insurance proceeds pertaining to the Cinos fire in 2018
|
|
7
Tax effect of items (1) through (6) above based on the non-GAAP tax
rate shown below
|
|
8
The Company's GAAP tax expense is generally higher than the
Company's non-GAAP tax expense, primarily due to losses in the U.S.
with full federal and state valuation allowances. The Company's
non-GAAP tax rate and resulting non-GAAP tax expense considers the
tax implications as if there was no federal or state valuation
allowance position in effect.
|
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SOURCE Ultra Clean Holdings, Inc.