HAYWARD,
Calif., July 25, 2024 /PRNewswire/ -- Ultra Clean
Holdings, Inc. (Nasdaq: UCTT), today reported its financial results
for the second quarter ended June 28,
2024.
"UCT executed well in Q2 due to ongoing strength in demand from
the domestic China market and
customers supplying High Bandwidth Memory and equipment supporting
advanced packaging for AI applications," said Jim Scholhamer, CEO, "UCT's broad portfolio and
strategic footprint are supporting our customers' technology
roadmaps in 2024 and will enable us to accelerate growth as the
market strengthens."
Second Quarter 2024 GAAP Financial Results
Total revenue was $516.1 million.
Products contributed $452.7 million
and Services added $63.4 million.
Total gross margin was 17.1%, operating margin was 4.4%, and net
income was $19.1 million or
$0.42 per diluted share. This
compares to total revenue of $477.7
million, gross margin of 17.3%, operating margin of 3.6%,
and net loss of $(9.4) million or
$(0.21) per diluted share, in the
prior quarter.
Second Quarter 2024 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 17.7%, operating margin
was 6.9%, and net income was $14.4
million or $0.32 per diluted
share. This compares to gross margin of 17.9%, operating margin of
6.5%, and net income of $12.1 million
or $0.27 per diluted share in the
prior quarter.
Third Quarter 2024 Outlook
The Company expects revenue in the range of $490 million to $540
million. The Company expects GAAP diluted net income (loss)
per share to be between $(0.07) and
$0.13 and non-GAAP diluted net income
per share to be between $0.22 and
$0.42.
Conference Call
The conference call and webcast will take place on Thursday, July 25, 2024 at 1:45 p.m. PT and can be accessed by dialing
1-800-836-8184 or 1-646-357-8785. No passcode is required. A replay
of the call will be available by dialing 1-888-660-6345 or
1-646-517-4150 and entering the confirmation code 53952#. 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, 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 defines non-GAAP net income as net loss before
amortization of intangible assets, stock-based compensation,
restructuring charges, acquisition activity costs, fair value
adjustments, debt refinancing 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 29, 2023, 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
millions, except per share data)
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Six Months
Ended
|
|
June 28,
2024
|
|
June 30,
2023
|
|
June 28,
2024
|
|
June 30,
2023
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Product
|
$
452.7
|
|
$
362.5
|
|
$
871.2
|
|
$
731.1
|
|
Services
|
63.4
|
|
59.0
|
|
122.7
|
|
123.7
|
|
Total
revenues
|
516.1
|
|
421.5
|
|
993.9
|
|
854.8
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
Product
|
383.9
|
|
311.1
|
|
738.0
|
|
626.2
|
|
Services
|
43.7
|
|
42.3
|
|
84.8
|
|
87.5
|
|
Total cost
revenues
|
427.6
|
|
353.4
|
|
822.8
|
|
713.7
|
|
Gross margin
|
88.5
|
|
68.1
|
|
171.1
|
|
141.1
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Research and
development
|
7.1
|
|
7.2
|
|
14.1
|
|
14.3
|
|
Sales and
marketing
|
14.8
|
|
12.7
|
|
28.5
|
|
25.8
|
|
General and
administrative
|
43.7
|
|
35.6
|
|
88.3
|
|
76.0
|
|
Total operating
expenses
|
65.6
|
|
55.5
|
|
130.9
|
|
116.1
|
|
Income from
operations
|
22.9
|
|
12.6
|
|
40.2
|
|
25.0
|
|
Interest
income
|
1.4
|
|
0.8
|
|
2.8
|
|
1.3
|
|
Interest
expense
|
(11.7)
|
|
(11.8)
|
|
(23.9)
|
|
(23.6)
|
|
Other income (expense),
net
|
17.4
|
|
(1.5)
|
|
13.5
|
|
1.3
|
|
Income before provision
for income taxes
|
30.0
|
|
0.1
|
|
32.6
|
|
4.0
|
|
Provision for income
taxes
|
8.5
|
|
8.3
|
|
18.4
|
|
11.8
|
|
Net income
(loss)
|
21.5
|
|
(8.2)
|
|
14.2
|
|
(7.8)
|
|
Less: Net income
attributable to noncontrolling interests
|
2.4
|
|
1.2
|
|
4.5
|
|
5.0
|
|
Net income (loss)
attributable to UCT
|
$
19.1
|
|
$
(9.4)
|
|
$
9.7
|
|
$
(12.8)
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share attributable to UCT common stockholders:
|
|
Basic
|
$
0.43
|
|
$
(0.21)
|
|
$
0.22
|
|
$
(0.29)
|
|
Diluted
|
$
0.42
|
|
$
(0.21)
|
|
$
0.21
|
|
$
(0.29)
|
|
Shares used in
computing net income (loss) per share:
|
|
|
|
|
|
|
|
|
Basic
|
44.9
|
|
44.7
|
|
44.7
|
|
44.8
|
|
Diluted
|
45.4
|
|
44.7
|
|
45.3
|
|
44.8
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
(Unaudited; in
millions)
|
|
|
|
|
|
June 28,
2024
|
|
December 29,
2023
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
319.5
|
|
$
307.0
|
|
Accounts receivable,
net of allowance for credit losses
|
206.9
|
|
180.8
|
|
Inventories
|
399.9
|
|
374.5
|
|
Prepaid expenses and
other current assets
|
34.5
|
|
30.9
|
|
Total current
assets
|
960.8
|
|
893.2
|
|
Property, plant and
equipment, net
|
326.6
|
|
328.3
|
|
Goodwill
|
265.2
|
|
265.2
|
|
Intangible assets,
net
|
200.0
|
|
215.3
|
|
Deferred tax assets,
net
|
3.1
|
|
3.1
|
|
Operating lease
right-of-use assets
|
161.3
|
|
151.7
|
|
Other non-current
assets
|
10.3
|
|
10.9
|
|
Total
assets
|
$
1,927.3
|
|
$
1,867.7
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Bank
borrowings
|
$
16.3
|
|
$
17.6
|
|
Accounts
payable
|
229.0
|
|
192.9
|
|
Accrued compensation
and related benefits
|
49.2
|
|
47.7
|
|
Operating lease
liabilities
|
18.7
|
|
18.1
|
|
Other current
liabilities
|
38.2
|
|
33.7
|
|
Total current
liabilities
|
351.4
|
|
310.0
|
|
Bank borrowings, net of
current portion
|
478.3
|
|
461.2
|
|
Deferred tax
liabilities
|
18.9
|
|
19.0
|
|
Operating lease
liabilities
|
152.4
|
|
143.0
|
|
Other
liabilities
|
14.6
|
|
37.3
|
|
Total
liabilities
|
1,015.6
|
|
970.5
|
|
Equity:
|
|
|
|
|
UCT stockholders'
equity:
|
|
|
|
|
Common
stock
|
503.3
|
|
496.6
|
|
Retained
earnings
|
356.4
|
|
346.7
|
|
Accumulated other
comprehensive loss
|
(7.4)
|
|
(4.4)
|
|
Total UCT
stockholders' equity
|
852.3
|
|
838.9
|
|
Noncontrolling
interests
|
59.4
|
|
58.3
|
|
Total
equity
|
911.7
|
|
897.2
|
|
Total liabilities and
equity
|
$
1,927.3
|
|
$
1,867.7
|
|
|
|
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(Unaudited; in
millions)
|
|
|
|
|
|
Six Months
Ended
|
|
June 28,
2024
|
|
June 30,
2023
|
|
Cash flows from
operating activities:
|
|
|
|
|
Net income
(loss)
|
$
14.2
|
|
$
(7.8)
|
|
Adjustments to
reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
Depreciation and
amortization
|
22.7
|
|
18.2
|
|
Amortization of
intangible assets
|
15.3
|
|
11.4
|
|
Stock-based
compensation
|
8.0
|
|
4.7
|
|
Amortization of debt
issuance costs
|
1.9
|
|
1.9
|
|
Change in the fair
value of financial instruments
|
(22.6)
|
|
(0.2)
|
|
Deferred income
taxes
|
(0.5)
|
|
(0.6)
|
|
Loss (gain) on sale of
property, plant and equipment
|
0.1
|
|
(0.4)
|
|
Changes in assets and
liabilities:
|
|
|
|
|
Accounts
receivable
|
(26.1)
|
|
75.1
|
|
Inventories
|
(25.4)
|
|
45.1
|
|
Prepaid expenses and
other current assets
|
(1.5)
|
|
5.2
|
|
Other non-current
assets
|
0.7
|
|
(0.3)
|
|
Accounts
payable
|
41.4
|
|
(62.6)
|
|
Accrued compensation
and related benefits
|
1.5
|
|
(12.5)
|
|
Income taxes
payable
|
1.4
|
|
(4.3)
|
|
Operating lease assets
and liabilities
|
0.5
|
|
(2.9)
|
|
Other
liabilities
|
1.4
|
|
(5.6)
|
|
Net cash provided by
operating activities
|
33.0
|
|
64.4
|
|
Cash flows from
investing activities:
|
|
|
|
|
Purchases of property,
plant and equipment
|
(31.0)
|
|
(47.0)
|
|
Proceeds from sale of
equipment
|
0.1
|
|
0.5
|
|
Net cash used in
investing activities
|
(30.9)
|
|
(46.5)
|
|
Cash flows from
financing activities:
|
|
|
|
|
Proceeds from bank
borrowings
|
67.7
|
|
—
|
|
Proceeds from issuance
of common stock
|
0.9
|
|
—
|
|
Extinguishment of
debt
|
(44.2)
|
|
—
|
|
Principal payments on
bank borrowings
|
(7.1)
|
|
(30.9)
|
|
Payment of debt
issuance costs
|
(2.5)
|
|
—
|
|
Employees' taxes paid
upon vesting of restricted stock units
|
(2.2)
|
|
(2.2)
|
|
Payments of dividends
to a joint venture shareholder
|
(0.1)
|
|
(0.1)
|
|
Repurchase of
shares
|
—
|
|
(23.7)
|
|
Net cash provided by
(used in) financing activities
|
12.5
|
|
(56.9)
|
|
Effect of exchange rate
changes on cash and cash equivalents
|
(2.1)
|
|
1.0
|
|
Net increase (decrease)
in cash and cash equivalents
|
12.5
|
|
(38.0)
|
|
Cash and cash
equivalents at beginning of period
|
307.0
|
|
358.8
|
|
Cash and cash
equivalents at end of period
|
$
319.5
|
|
$
320.8
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
REPORTABLE
SEGMENTS
|
|
GAAP TO NON-GAAP
RECONCILIATION
|
|
(Unaudited; dollars
in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
Non-GAAP
|
|
Three Months Ended
|
|
Three Months Ended
|
|
June 28,
2024
|
|
June 28,
2024
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Revenues
|
$ 452.7
|
|
$ 63.4
|
|
$
516.1
|
|
$ 452.7
|
|
$ 63.4
|
|
$
516.1
|
|
Gross profit
|
$ 68.8
|
|
$ 19.7
|
|
$
88.5
|
|
$ 70.8
|
|
$ 20.7
|
|
$
91.5
|
|
Gross margin
|
15.2 %
|
|
31.1 %
|
|
17.1 %
|
|
15.6 %
|
|
32.7 %
|
|
17.7 %
|
|
Income from
operations
|
$ 18.8
|
|
$
4.1
|
|
$
22.9
|
|
$ 28.2
|
|
$
7.5
|
|
$
35.7
|
|
Operating
margin
|
4.2 %
|
|
6.5 %
|
|
4.4 %
|
|
6.2 %
|
|
11.8 %
|
|
6.9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
June 28,
2024
|
|
|
|
|
|
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Reconciliation of GAAP
Gross profit to Non-GAAP Gross profit (in millions)
|
|
Reported gross profit
on a GAAP basis
|
|
$ 68.8
|
|
$ 19.7
|
|
$
88.5
|
|
Amortization of
intangible assets (1)
|
|
1.3
|
|
1.0
|
|
2.3
|
|
Stock-based
compensation expense (2)
|
|
0.5
|
|
—
|
|
0.5
|
|
Restructuring charges
(3)
|
|
0.2
|
|
—
|
|
0.2
|
|
Non-GAAP gross
profit
|
|
$ 70.8
|
|
$ 20.7
|
|
$
91.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Gross margin to Non-GAAP Gross margin
|
|
Reported gross margin
on a GAAP basis
|
|
15.2 %
|
|
31.1 %
|
|
17.1 %
|
|
Amortization of
intangible assets (1)
|
|
0.3 %
|
|
1.6 %
|
|
0.5 %
|
|
Stock-based
compensation expense (2)
|
|
0.1 %
|
|
— %
|
|
0.1 %
|
|
Restructuring charges
(3)
|
|
0.0 %
|
|
— %
|
|
— %
|
|
Non-GAAP gross
margin
|
|
15.6 %
|
|
32.7 %
|
|
17.7 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Income from operations to Non-GAAP Income from operations (in
millions)
|
|
Reported income from
operations on a GAAP basis
|
|
$ 18.8
|
|
$
4.1
|
|
$
22.9
|
|
Amortization of
intangible assets (1)
|
|
4.7
|
|
2.9
|
|
7.6
|
|
Stock-based
compensation expense (2)
|
|
4.2
|
|
0.5
|
|
4.7
|
|
Restructuring charges
(3)
|
|
0.5
|
|
—
|
|
0.5
|
|
Non-GAAP income from
operations
|
|
$ 28.2
|
|
$
7.5
|
|
$
35.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Operating margin to Non-GAAP Operating margin
|
|
Reported operating
margin on a GAAP basis
|
|
4.2 %
|
|
6.5 %
|
|
4.4 %
|
|
Amortization of
intangible assets (1)
|
|
1.0 %
|
|
4.5 %
|
|
1.5 %
|
|
Stock-based
compensation expense (2)
|
|
0.9 %
|
|
0.8 %
|
|
0.9 %
|
|
Restructuring charges
(3)
|
|
0.1 %
|
|
— %
|
|
0.1 %
|
|
Non-GAAP operating
margin
|
|
6.2 %
|
|
11.8 %
|
|
6.9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
Amortization of intangible assets related to the Company's business
acquisitions
|
|
2
Represents compensation expense for stock granted to employees and
directors
|
|
3
Represents severance, retention and costs related to facility
closures
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
UNAUDITED
RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
June 28,
2024
|
|
June 30,
2023
|
|
March 29,
2024
|
|
Reconciliation of GAAP
Net Income (Loss) to Non-GAAP Net Income (in millions)
|
|
Reported net income
(loss) attributable to UCT on a GAAP basis
|
$
19.1
|
|
$
(9.4)
|
|
$
(9.4)
|
|
Amortization of
intangible assets (1)
|
7.6
|
|
5.5
|
|
7.7
|
|
Stock-based
compensation expense (2)
|
4.7
|
|
1.3
|
|
3.9
|
|
Restructuring charges
(3)
|
0.5
|
|
2.4
|
|
1.8
|
|
Acquisition related
costs (4)
|
—
|
|
0.1
|
|
0.3
|
|
Fair value related
adjustments (5)
|
(24.1)
|
|
1.6
|
|
1.3
|
|
Debt refinancing costs
expensed (6)
|
3.6
|
|
—
|
|
—
|
|
Legal-related costs
(7)
|
—
|
|
(0.9)
|
|
—
|
|
Income tax effect of
non-GAAP adjustments (8)
|
1.9
|
|
(1.6)
|
|
(3.0)
|
|
Income tax effect of
valuation allowance (9)
|
1.1
|
|
8.1
|
|
9.5
|
|
Non-GAAP net income
attributable to UCT
|
$
14.4
|
|
$
7.1
|
|
$
12.1
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Income from operations to Non-GAAP Income from operations (in
millions)
|
|
Reported income from
operations on a GAAP basis
|
$
22.9
|
|
$
12.6
|
|
$
17.3
|
|
Amortization of
intangible assets (1)
|
7.6
|
|
5.5
|
|
7.7
|
|
Stock-based
compensation expense (2)
|
4.7
|
|
1.3
|
|
3.9
|
|
Restructuring charges
(3)
|
0.5
|
|
2.4
|
|
1.8
|
|
Acquisition related
costs (4)
|
—
|
|
0.1
|
|
0.3
|
|
Legal-related costs
(7)
|
—
|
|
(0.9)
|
|
—
|
|
Non-GAAP income from
operations
|
$
35.7
|
|
$
21.0
|
|
$
31.0
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Operating margin to Non-GAAP Operating margin
|
|
Reported operating
margin on a GAAP basis
|
4.4 %
|
|
3.0 %
|
|
3.6 %
|
|
Amortization of
intangible assets (1)
|
1.5 %
|
|
1.3 %
|
|
1.6 %
|
|
Stock-based
compensation expense (2)
|
0.9 %
|
|
0.3 %
|
|
0.8 %
|
|
Restructuring charges
(3)
|
0.1 %
|
|
0.6 %
|
|
0.4 %
|
|
Acquisition related
costs (4)
|
— %
|
|
0.0 %
|
|
0.1 %
|
|
Legal-related costs
(7)
|
— %
|
|
(0.2) %
|
|
— %
|
|
Non-GAAP operating
margin
|
6.9 %
|
|
5.0 %
|
|
6.5 %
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Gross profit to Non-GAAP Gross profit (in millions)
|
|
Reported gross profit
on a GAAP basis
|
$
88.5
|
|
$
68.1
|
|
$
82.6
|
|
Amortization of
intangible assets (1)
|
2.3
|
|
1.5
|
|
2.3
|
|
Stock-based
compensation expense (2)
|
0.5
|
|
0.5
|
|
0.6
|
|
Restructuring charges
(3)
|
0.2
|
|
0.4
|
|
—
|
|
Non-GAAP gross
profit
|
$
91.5
|
|
$
70.5
|
|
$
85.5
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Gross margin to Non-GAAP Gross margin
|
|
Reported gross margin
on a GAAP basis
|
17.1 %
|
|
16.2 %
|
|
17.3 %
|
|
Amortization of
intangible assets (1)
|
0.5 %
|
|
0.3 %
|
|
0.5 %
|
|
Stock-based
compensation expense (2)
|
0.1 %
|
|
0.1 %
|
|
0.1 %
|
|
Restructuring charges
(3)
|
0.0 %
|
|
0.1 %
|
|
— %
|
|
Non-GAAP gross
margin
|
17.7 %
|
|
16.7 %
|
|
17.9 %
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Other income (expense), net to Non-GAAP Other income (expense), net
(in millions)
|
|
Reported Other income
(expense), net on a GAAP basis
|
$
17.4
|
|
$
(1.5)
|
|
$
(3.8)
|
|
Fair value related
adjustments (5)
|
(24.1)
|
|
2.9
|
|
1.3
|
|
Debt refinancing costs
expensed (6)
|
3.6
|
|
—
|
|
—
|
|
Non-GAAP Other income
(expense), net
|
$
(3.1)
|
|
$
1.4
|
|
$
(2.5)
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted
Share
|
|
Reported net income
(loss) on a GAAP basis
|
$
0.42
|
|
$
(0.21)
|
|
$
(0.21)
|
|
Amortization of
intangible assets (1)
|
0.17
|
|
0.12
|
|
0.17
|
|
Stock-based
compensation expense (2)
|
0.10
|
|
0.03
|
|
0.09
|
|
Restructuring charges
(3)
|
0.01
|
|
0.05
|
|
0.04
|
|
Acquisition related
costs (4)
|
—
|
|
0.01
|
|
0.01
|
|
Fair value related
adjustments (5)
|
(0.53)
|
|
0.04
|
|
0.03
|
|
Debt refinancing costs
expensed (6)
|
0.08
|
|
—
|
|
—
|
|
Legal-related costs
(7)
|
—
|
|
(0.02)
|
|
—
|
|
Income tax effect of
non-GAAP adjustments (8)
|
0.04
|
|
(0.04)
|
|
(0.07)
|
|
Income tax effect of
valuation allowance (9)
|
0.03
|
|
0.18
|
|
0.21
|
|
Non-GAAP net
earnings
|
$
0.32
|
|
$
0.16
|
|
$
0.27
|
|
Weighted average number
of diluted shares (in millions) on a non-GAAP basis
|
45.4
|
|
45.0
|
|
45.1
|
|
|
|
|
|
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
UNAUDITED
RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX
RATE
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
June 28,
2024
|
|
June 30,
2023
|
|
March 29,
2024
|
|
Provision for income
taxes on a GAAP basis
|
$
8.5
|
|
$
8.3
|
|
$
9.9
|
|
Income tax effect of
non-GAAP adjustments (8)
|
(1.9)
|
|
1.6
|
|
3.0
|
|
Income tax effect of
valuation allowance (9)
|
(1.1)
|
|
(8.1)
|
|
(9.5)
|
|
Non-GAAP provision for
income taxes
|
$
5.5
|
|
$
1.8
|
|
$
3.4
|
|
|
|
|
|
|
|
Income before income
taxes on a GAAP basis
|
$
30.0
|
|
$
0.1
|
|
$
2.7
|
|
Amortization of
intangible assets (1)
|
7.6
|
|
5.5
|
|
7.7
|
|
Stock-based
compensation expense (2)
|
4.7
|
|
1.3
|
|
3.9
|
|
Restructuring charges
(3)
|
0.5
|
|
2.4
|
|
1.8
|
|
Acquisition related
costs (4)
|
—
|
|
0.1
|
|
0.3
|
|
Fair value related
adjustments (5)
|
(24.1)
|
|
2.9
|
|
1.3
|
|
Debt refinancing costs
expensed (6)
|
3.6
|
|
—
|
|
—
|
|
Legal-related costs
(7)
|
—
|
|
(0.9)
|
|
—
|
|
Non-GAAP income before
income taxes
|
$
22.3
|
|
$
12.3
|
|
$
17.7
|
|
Effective income tax
rate on a GAAP basis
|
28.3 %
|
|
8300.0 %
|
|
366.7 %
|
|
Non-GAAP effective
income tax rate
|
24.7 %
|
|
14.8 %
|
|
19.7 %
|
|
|
|
|
|
|
|
1
Amortization of intangible assets related to the Company's business
acquisitions
|
|
2
Represents compensation expense for stock granted to employees and
directors
|
|
3
Represents severance, retention and costs related to facility
closures
|
|
4
Represents acquisition activity costs
|
|
5
Fair value adjustments related to contingent consideration and
intercompany loan related to an acquisition, net of $1.3 million
loss attributable to noncontrolling interest
|
|
6
Represents the third party transaction costs related to the amended
credit agreement and the previously capitalized costs of
extinguished debt
|
|
7
Represents estimated costs related to certain legal
proceedings
|
|
8 Tax
effect of items (1) through (7) above based on the non-GAAP tax
rate
|
|
9 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.