8-K

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SECURITIESAND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 28, 2020
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant<br><br> <br>as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-50646	61-1430858
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(Commission File Number)	(IRS Employer Identification No.)
26462 CORPORATE AVENUE<br><br> <br><br><br> <br>HAYWARD, CA	94545
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(Address of Principal Executive Offices)	(Zip Code)
Registrant’s telephone number, including area code:  (510) 576-4400
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n/a
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(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the<br>Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> <br><br><br> <br>Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	UCTT	The NASDAQ Stock Market LLC<br><br> <br><br><br> <br>(NASDAQ Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

On October 28, 2020, Ultra Clean Holdings, Inc. (“UCT,” the “Company” or “We”) issued a press release announcing its financial results for its third fiscal quarter ended September 25, 2020. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit<br><br> <br><br><br> <br>No.	Exhibit Description
99.1	Press Release dated October 28, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ULTRA CLEAN HOLDINGS, INC.
Date:	October 28, 2020	By:	/s/ Paul Y. Cho
			Name:	Paul Y. Cho
			Title:	General Counsel and<br><br> <br><br><br> <br>Corporate Secretary

Exhibit 99.1

Press Release	Source: Ultra Clean Holdings, Inc.

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Ultra Clean Reports Third Quarter 2020 Financial Results

HAYWARD, Calif., October 28, 2020 /PRNewswire/ Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the third quarter ended September 25, 2020.

“Delivering another quarter of solid revenue and earnings is strong evidence of UCTT’s execution capabilities as we drive towards our longer-term strategic and financial goals,” said Jim Scholhamer, CEO. “Our diversified suite of quality products and services is capturing additional business from existing customers and gaining traction with new customers. Industry momentum remains steady as our end markets expand to power a new generation of semiconductor devices, giving us confidence in our ability to sustainably outperform over the long-term.”

Third Quarter 2020 GAAP Financial Results

Total revenue was $363.3 million. SPS contributed $294.4 million and SSB added $68.9 million. Total gross margin was 20.5%, operating margin was 9.6%, and net income was $24.4 million or $0.60 and $0.59 per basic and diluted share. This compares to total revenue of $344.8 million, gross margin of 21.4%, operating margin of 8.9%, and net income of $21.3 million or $0.53 and $0.52 per basic and diluted share in the prior quarter.

Third Quarter 2020 Non-GAAP Financial Results

On a non-GAAP basis, gross margin was 21.0%, operating margin was 11.6%, and net income was $29.9 million or $0.73 per diluted share. This compares to gross margin of 22.0%, operating margin of 11.7%, and net income of $30.5 million or $0.75 per diluted share in the prior quarter.

Fourth Quarter 2020 Outlook

Due to limited visibility resulting from the pandemic, the Company has widened its guidance ranges to reflect the heightened uncertainty in the marketplace. The Company expects revenue in the range of $345.0 million to $375.0 million and GAAP diluted net income per share to be between $0.44 and $0.58. The Company expects non-GAAP diluted net income per share to be between $0.63 and $0.77.

Conference Call

The call will take place 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 10148588. 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, ultra-high purity cleaning and analytical services primarily for the semiconductor industry. Ultra Clean offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and component manufacturing, and 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, and the tax effects of the foregoing adjustments.

A reconciliation of our guidance for non-GAAP net income per diluted share for the following 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 27, 2019 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 sharedata)

	Three Months Ended						Nine Months Ended
	September 25,			September 27,			September 25,			September 27,
	2020			2019			2020			2019
Revenues:
Product	$	294,381		$	200,024		$	831,656		$	610,660
Services		68,895			54,299			197,298			169,171
Total revenues		363,276			254,323			1,028,954			779,831
Cost of revenues:
Product		243,582			170,144			687,613			525,782
Services		45,118			36,675			127,225			113,579
Total cost of revenues		288,700			206,819			814,838			639,361
Gross profit		74,576			47,504			214,116			140,470
Operating expenses:
Research and development		3,514			3,634			10,765			10,986
Sales and marketing		5,989			5,877			17,657			16,638
General and administrative		30,251			29,735			97,498			87,437
Total operating expenses		39,754			39,246			125,920			115,061
Income from operations		34,822			8,258			88,196			25,409
Interest income		226			74			696			416
Interest expense		(4,133	)		(6,636	)		(13,094	)		(19,899	)
Other income (expense), net		(1,079	)		3,070			(3,210	)		4,282
Income before provision for income taxes		29,836			4,766			72,588			10,208
Provision for income taxes		4,776			3,878			14,932			8,220
Net income		25,060			888			57,656			1,988
Less: Net income attributable to noncontrolling interests		695			375			2,605			1,072
Net income attributable to UCT	$	24,365		$	513		$	55,051		$	916
Net income per share attributable to UCT common stockholders:
Basic	$	0.60		$	0.01		$	1.37		$	0.02
Diluted	$	0.59		$	0.01		$	1.35		$	0.02
Shares used in computing net income per share:
Basic		40,367			39,557			40,091			39,363
Diluted		41,149			40,025			40,929			39,746

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands)

	September 25,			December 27,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	176,131		$	162,531
Accounts receivable, net of allowance		145,523			112,694
Inventories		175,332			172,420
Prepaid expenses and other current assets		17,150			19,400
Total current assets		514,136			467,045
Property, plant and equipment, net		150,487			145,272
Goodwill		171,132			171,087
Intangibles assets, net		165,469			180,318
Deferred tax assets, net		15,773			15,498
Operating lease right-of-use assets		38,062			34,877
Other non-current assets		5,192			5,209
Total assets	$	1,060,251		$	1,019,306
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank borrowings	$	7,515		$	8,842
Accounts payable		111,398			133,058
Accrued compensation and related benefits		30,752			24,825
Operating lease liabilities		12,090			13,179
Other current liabilities		33,543			30,694
Total current liabilities		195,298			210,598
Bank borrowings, net of current portion		272,605			283,390
Deferred tax liabilities		25,183			25,183
Operating lease liabilities		31,242			28,828
Other liabilities		17,468			18,800
Total liabilities		541,796			566,799
Equity:
UCT stockholders’ equity:
Common stock		305,994			297,693
Retained earnings		195,418			140,367
Accumulated other comprehensive loss		(1,343	)		(1,334	)
Total UCT stockholders' equity		500,069			436,726
Noncontrolling interest		18,386			15,781
Total equity		518,455			452,507
Total liabilities and equity	$	1,060,251		$	1,019,306

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS

(Unaudited; in thousands)

	Nine Months Ended
	September 25,			September 27,
	2020			2019
Cash flows from operating activities:
Net income	$	57,656		$	1,988
Adjustments to reconcile net income to net cash provided by operating activities (excluding assets acquired and liabilities assumed):
Depreciation and amortization		35,064			32,152
Stock-based compensation		9,463			9,078
Deferred income taxes		(273	)		(2,115	)
Change in the fair value of financial instruments and earn-out liability		4,376			(3,720	)
Others		(1,939	)		25
Changes in assets and liabilities:
Accounts receivable		(32,677	)		(2,376	)
Inventories		(2,964	)		42,489
Prepaid expenses and other current assets		325			1,994
Other non-current assets		17			(776	)
Accounts payable		(21,919	)		(282	)
Accrued compensation and related benefits		5,916			8,757
Operating lease assets and liabilities		(791	)		2,332
Income taxes payable		3,169			(1,473	)
Other liabilities		(2,538	)		1,000
Net cash provided by operating activities		52,885			89,073
Cash flows from investing activities:
Purchases of property, plant and equipment		(26,535	)		(12,665	)
Proceeds from sale of property and equipment, including insurance proceeds		6,614			2,698
Acquisition of Dynamic Manufacturing Solutions, LLC		—			(29,873	)
Net cash used in investing activities		(19,921	)		(39,840	)
Cash flows from financing activities:
Proceeds from bank borrowings		69,670			34,805
Proceeds from issuance of common stock		260			126
Payments on bank borrowings and finance leases		(85,688	)		(64,534	)
Payment of contingent earn-out		(1,428	)		—
Withholding tax on employee equity compensation		(1,422	)		(1,652	)
Net cash used in financing activities		(18,608	)		(31,255	)
Effect of exchange rate changes on cash and cash equivalents		(756	)		(3,433	)
Net increase in cash and cash equivalents		13,600			14,545
Cash and cash equivalents at beginning of period		162,531			144,145
Cash and cash equivalents at end of period	$	176,131		$	158,690

ULTRA CLEAN HOLDINGS, INC.

REPORTABLE SEGMENTS

GAAP TO NON-GAAP RECONCILIATION

(Unaudited; dollars in thousands)

	GAAP									Non-GAAP
	Three Months Ended									Three Months Ended
	September 25, 2020									September 25, 2020
	SPS			SSB			Consolidated			SPS			SSB			Consolidated
Revenues	$	294,381		$	68,895		$	363,276		$	294,381		$	68,895		$	363,276
Gross profit	$	50,799		$	23,777		$	74,576		$	51,442		$	24,799		$	76,241
Gross margin		17.3	%		34.5	%		20.5	%		17.5	%		36.0	%		21.0	%
Income from operations	$	27,404		$	7,418		$	34,822		$	31,716		$	10,247		$	41,963
Operating margin		9.3	%		10.8	%		9.6	%		10.8	%		14.9	%		11.6	%
	Three Months Ended
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	September 25, 2020
	SPS			SSB			Consolidated
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in thousands)
Reported gross profit on a GAAP basis	$	50,799		$	23,777		$	74,576
Amortization of intangible assets (1)		-			1,022			1,022
Restructuring charges (2)		260			-			260
Stock-based compensation expense (3)		383			-			383
Non-GAAP gross profit	$	51,442		$	24,799		$	76,241
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis		17.3	%		34.5	%		20.5	%
Amortization of intangible assets (1)		0.0	%		1.5	%		0.3	%
Restructuring charges (2)		0.1	%		-			0.1	%
Stock-based compensation expense (3)		0.1	%		-			0.1	%
Non-GAAP gross margin		17.5	%		36.0	%		21.0	%
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in thousands)
Reported income from operations on a GAAP basis	$	27,404		$	7,418		$	34,822
Amortization of intangible assets (1)		1,173			3,776			4,949
Restructuring charges (2)		260			-			260
Stock-based compensation expense (3)		2,879			405			3,284
Gain on the sale of property (4)		-			(1,352	)		(1,352	)
Non-GAAP income from operations	$	31,716		$	10,247		$	41,963
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis		9.3	%		10.8	%		9.6	%
Amortization of intangible assets (1)		0.4	%		5.5	%		1.4	%
Restructuring charges (2)		0.1	%		0.0	%		0.1	%
Stock-based compensation expense (3)		1.0	%		0.6	%		0.9	%
Gain on the sale of property (4)		0.0	%		-2.0	%		-0.4	%
Non-GAAP operating margin		10.8	%		14.9	%		11.6	%
1	Amortization of intangible assets related to the Company's<br>acquisitions of Thermal, FDS, QGT and DMS
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2	Represents severance, retention and costs related to<br>facility closures
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3	Represents compensation expense for stock granted to<br>employees and directors
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4	Represents gain realized on the sale of land in South<br>Korea
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ULTRA CLEAN HOLDINGS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAPADJUSTED RESULTS

	Three Months Ended
	September 25,			September 27,			June 26,
	2020			2019			2020
Reconciliation of GAAP Net Income to Non-GAAP Net Income (in thousands)
Reported net income attributable to UCT on a GAAP basis	$	24,365		$	513		$	21,264
Amortization of intangible assets (1)		4,949			5,093			4,949
Restructuring charges (2)		400			1,393			1,572
Stock-based compensation expense (3)		3,284			3,408			3,104
Fair value adjustments (4)		200			129			1,209
Acquisition related costs (5)		-			200			-
Gain on the sale of property (6)		(1,352	)		-			-
Income tax effect of non-GAAP adjustments (7)		(1,352	)		(2,351	)		(2,037	)
Income tax effect of valuation allowance (8)		(616	)		2,781			470
Non-GAAP net income attributable to UCT	$	29,878		$	11,166		$	30,531
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in thousands)
Reported income from operations on a GAAP basis	$	34,822		$	8,258		$	30,825
Amortization of intangible assets (1)		4,949			5,093			4,949
Restructuring charges (2)		260			954			1,572
Stock-based compensation expense (3)		3,284			3,408			3,104
Fair value adjustments (4)		-			129			-
Acquisition related costs (5)		-			200			-
Gain on the sale of property (6)		(1,352	)		-			-
Non-GAAP income from operations	$	41,963		$	18,042		$	40,450
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis		9.6	%		3.2	%		8.9	%
Amortization of intangible assets (1)		1.4	%		2.0	%		1.4	%
Restructuring charges (2)		0.1	%		0.4	%		0.5	%
Stock-based compensation expense (3)		0.9	%		1.3	%		0.9	%
Fair value adjustments (4)		0.0	%		0.1	%		0.0	%
Acquisition related costs (5)		0.0	%		0.1	%		0.0	%
Gain on the sale of property (6)		-0.4	%		0.0	%		0.0	%
Non-GAAP operating margin		11.6	%		7.1	%		11.7	%
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in thousands)
Reported gross profit on a GAAP basis	$	74,576		$	47,504		$	73,878
Amortization of intangible assets (1)		1,022			1,023			1,022
Restructuring charges (2)		260			154			253
Stock-based compensation expense (3)		383			514			726
Fair value adjustments (4)		-			129			-
Non-GAAP gross profit	$	76,241		$	49,324		$	75,879
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis		20.5	%		18.7	%		21.4	%
Amortization of intangible assets (1)		0.3	%		0.4	%		0.3	%
Restructuring charges (2)		0.1	%		0.1	%		0.1	%
Stock-based compensation expense (3)		0.1	%		0.2	%		0.2	%
Fair value adjustments (4)		0.0	%		0.0	%		0.0	%
Non-GAAP gross margin		21.0	%		19.4	%		22.0	%
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	$	(4,986	)	$	(3,492	)	$	(3,055	)
Restructuring charges (2)		140			439			-
Fair value adjustments (4)		200			-			1,209
Non-GAAP interest and other income (expense)	$	(4,646	)	$	(3,053	)	$	(1,846	)
Reconciliation of GAAP Earnings Per Diluted Share to Non-GAAP Earnings Per<br> Diluted Share
Reported net income on a GAAP basis	$	0.59		$	0.01		$	0.52
Amortization of intangible assets (1)		0.12			0.13			0.12
Restructuring charges (2)		0.01			0.03			0.04
Stock-based compensation expense (3)		0.08			0.09			0.08
Fair value adjustments (4)		0.00			0.00			0.03
Gain on the sale of property (6)		(0.03	)		-			-
Income tax effect of non-GAAP adjustments (7)		(0.03	)		(0.06	)		(0.05	)
Income tax effect of valuation allowance (8)		(0.01	)		0.07			0.01
Non-GAAP net income	$	0.73		$	0.27		$	0.75
Weighted average number of diluted shares (thousands) on a non-GAAP basis		41,149			40,025			40,834

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ULTRA CLEAN HOLDINGS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAPEFFECTIVE INCOME TAX RATE

	Three Months Ended
	September 25,			September 27,			June 26,
	2020			2019			2020
(in thousands, except percentages)
Provision for income taxes on a GAAP basis	$	4,776		$	3,878		$	5,691
Income tax effect of non-GAAP adjustments (7)		1,352			2,351			2,037
Income tax effect of valuation allowance (8)		616			(2,781	)		(470	)
Non-GAAP provision for income taxes	$	6,744		$	3,448		$	7,258
Income before income taxes on a GAAP basis	$	29,836		$	4,766		$	27,770
Amortization of intangible assets (1)		4,949			5,093			4,949
Restructuring charges (2)		400			1,393			1,572
Stock-based compensation expense (3)		3,284			3,408			3,104
Fair value adjustments (4)		200			129			1,209
Acquisition related costs (5)		-			200			-
Gain on the sale of property (6)		(1,352	)		-			-
Non-GAAP income before income taxes	$	37,317		$	14,989		$	38,604
Effective income tax rate on a GAAP basis		16.0	%		81.4	%		20.5	%
Non-GAAP effective income tax rate		18.1	%		23.0	%		18.8	%
1	Amortization of intangible assets related to the Company's<br>acquisitions of AIT, Thermal, FDS, QGT and DMS
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2	Represents severance, retention and costs related to<br>facility closures
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3	Represents compensation expense for stock granted to<br>employees and directors
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4	Fair value adjustments related to contingent consideration,<br>purchase obligation, DMS' sold inventories
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5	Represents costs related to the acquisition of DMS
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6	Represents gain realized on the sale of land in South<br>Korea
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7	Tax effect of items (1) through (6) above based on the<br>non-GAAP tax rate shown below
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8	The Company's GAAP tax expense is generally higher than<br>the Company's non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The<br>Company's non-GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state<br>valuation allowance position in effect.
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