8-K
Ultra Clean Holdings, Inc. (UCTT)
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): February 17, 2021 | |
|---|---|
| ULTRA CLEAN HOLDINGS, INC. | |
| --- | |
| (Exact Name of Registrant<br><br> <br><br><br> <br>as Specified in Charter) | |
| Delaware | |
| --- | |
| (State or Other Jurisdiction of Incorporation) | |
| 000-50646 | 61-1430858 |
| --- | --- |
| (Commission File Number) | (IRS Employer Identification No.) |
| 26462 CORPORATE AVENUE<br><br> <br><br><br> <br>HAYWARD, CA | 94545 |
| --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) |
| Registrant’s telephone number, including area code: (510) 576-4400 | |
| --- | |
| n/a | |
| --- | |
| (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) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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. ☐
Item2.02 Results of Operations and Financial Condition
On February 17, 2021, Ultra Clean Holdings, Inc. (“UCT,” the “Company” or “We”) issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year ended December 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 February 17, 2021 |
| 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: | February 17, 2021 | By: | /s/ Paul Y. Cho | |
| Name: | Paul Y. Cho | |||
| Title: | General Counsel and Corporate Secretary |
Exhibit 99.1
| Press Release | Source: Ultra Clean Holdings, Inc. |
|---|
Ultra Clean Reports Fourth Quarter and Full Year 2020 FinancialResults
HAYWARD, Calif., February 17, 2021 /PRNewswire/ Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the fourth quarter and full year ended December 25, 2020.
“UCT delivered another solid quarter to conclude an extraordinary year where we reached many new milestones, including record revenue and earnings per share, marking the fifth straight year we significantly outperformed the overall wafer fab equipment industry,” said Jim Scholhamer, CEO. “Industry demand remains robust and we continue to position ourselves for new opportunities. We are excited about our acquisition of Hamlet and expect to close the transaction by early Q2 of 2021”.
Fourth Quarter 2020 GAAP Financial Results
Total revenue was $369.6 million. SPS contributed $299.5 million and SSB added $70.1 million. Total gross margin was 21.0%, operating margin was 9.0%, and net income was $22.6 million or $0.56 and $0.55 per basic and diluted share. This compares to total revenue of $363.3 million, gross margin of 20.5%, operating margin of 9.6%, and net income of $24.4 million or $0.60 and $0.59 per basic and diluted share in the prior quarter.
Fourth Quarter 2020 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 21.5%, operating margin was 11.9%, and net income was $33.5 million or $0.81 per diluted share. This compares to gross margin of 21.0%, operating margin of 11.6%, and net income of $29.9 million or $0.73 per diluted share in the prior quarter.
FullYear 2020 GAAP Financial Results
Total revenue was $1,398.6 million. SPS contributed $1,131.2 million and SSB added $267.4 million. Total gross margin was 20.9%, operating margin was 8.7%, and net income was $77.6 million or $1.93 and $1.89 per basic and diluted share. This compares to total revenue of $1,066.2 million, gross margin of 18.5%, operating margin of 2.8%, and net loss of $9.4 million or $0.24 per basic and diluted share in the prior year.
Full Year 2020 Non-GAAP Financial Results
On a non-GAAP basis, the company reported gross margin of 21.4%, operating margin of 11.3%, and net income of $115.0 million or $2.80 per diluted share. This compares to the gross margin of 19.3% operating margin of 7.8%, and net income of $46.5 million or $1.16 per diluted share in the prior year.
First Quarter 2021 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 $375.0 million to $405.0 million and GAAP diluted net income per share to be between $0.61 and $0.74. The Company expects non-GAAP diluted net income per share to be between $0.80 and $0.93.
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 10151480. 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 | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 25, | December 27, | December 25, | December 27, | |||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Revenues: | ||||||||||||
| Product | $ | 299,495 | $ | 230,206 | $ | 1,131,151 | $ | 840,866 | ||||
| Services | 70,133 | 56,207 | 267,431 | 225,378 | ||||||||
| Total revenues | 369,628 | 286,413 | 1,398,582 | 1,066,244 | ||||||||
| Cost of revenues: | ||||||||||||
| Product | 247,103 | 193,321 | 934,716 | 719,103 | ||||||||
| Services | 44,880 | 36,696 | 172,105 | 150,275 | ||||||||
| Total cost of revenues | 291,983 | 230,017 | 1,106,821 | 869,378 | ||||||||
| Gross profit | 77,645 | 56,396 | 291,761 | 196,866 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 3,987 | 3,632 | 14,829 | 14,618 | ||||||||
| Sales and marketing | 6,569 | 5,755 | 25,128 | 22,393 | ||||||||
| General and administrative | 33,915 | 42,505 | 130,434 | 129,942 | ||||||||
| Total operating expenses | 44,471 | 51,892 | 170,391 | 166,953 | ||||||||
| Income from operations | 33,174 | 4,504 | 121,370 | 29,913 | ||||||||
| Interest income | 179 | 32 | 875 | 448 | ||||||||
| Interest expense | (3,758 | ) | (5,656 | ) | (16,852 | ) | (25,555 | ) | ||||
| Other income (expense), net | (2,512 | ) | (6,676 | ) | (5,722 | ) | (2,394 | ) | ||||
| Income (loss) before provision for income taxes | 27,083 | (7,796 | ) | 99,671 | 2,412 | |||||||
| Provision for income taxes | 4,349 | 1,811 | 19,281 | 10,031 | ||||||||
| Net income (loss) | 22,734 | (9,607 | ) | 80,390 | (7,619 | ) | ||||||
| Less: Net income attributable to noncontrolling interests | 180 | 660 | 2,785 | 1,732 | ||||||||
| Net income (loss) attributable to UCT | $ | 22,554 | $ | (10,267 | ) | $ | 77,605 | $ | (9,351 | ) | ||
| Net income (loss) per share attributable to UCT common stockholders: | ||||||||||||
| Basic | $ | 0.56 | $ | (0.26 | ) | $ | 1.93 | $ | (0.24 | ) | ||
| Diluted | $ | 0.55 | $ | (0.26 | ) | $ | 1.89 | $ | (0.24 | ) | ||
| Shares used in computing net income (loss) per share: | ||||||||||||
| Basic | 40,521 | 39,778 | 40,198 | 39,467 | ||||||||
| Diluted | 41,353 | 39,778 | 41,074 | 39,467 |
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands)
| December 25, | December 27, | ||||
|---|---|---|---|---|---|
| 2020 | 2019 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | $ | 200,274 | $ | 162,531 | |
| Accounts receivable, net of allowance | 145,539 | 112,694 | |||
| Inventories | 180,385 | 172,420 | |||
| Prepaid expenses and other current assets | 18,895 | 19,400 | |||
| Total current assets | 545,093 | 467,045 | |||
| Property, plant and equipment, net | 159,150 | 145,272 | |||
| Goodwill | 171,132 | 171,087 | |||
| Intangibles assets, net | 160,519 | 180,318 | |||
| Deferred tax assets, net | 23,513 | 15,498 | |||
| Operating lease right-of-use assets | 37,821 | 34,877 | |||
| Other non-current assets | 5,315 | 5,209 | |||
| Total assets | $ | 1,102,543 | $ | 1,019,306 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Bank borrowings | $ | 7,361 | $ | 8,842 | |
| Accounts payable | 121,328 | 133,058 | |||
| Accrued compensation and related benefits | 34,532 | 24,825 | |||
| Operating lease liabilities | 11,721 | 13,179 | |||
| Other current liabilities | 26,335 | 30,694 | |||
| Total current liabilities | 201,277 | 210,598 | |||
| Bank borrowings, net of current portion | 261,619 | 283,390 | |||
| Deferred tax liabilities | 33,571 | 25,183 | |||
| Operating lease liabilities | 31,050 | 28,828 | |||
| Other liabilities | 23,812 | 18,800 | |||
| Total liabilities | 551,329 | 566,799 | |||
| Equity: | |||||
| UCT stockholders’ equity: | |||||
| Common stock | 309,589 | 297,693 | |||
| Retained earnings | 217,972 | 140,367 | |||
| Accumulated other comprehensive loss | 5,087 | (1,334 | ) | ||
| Total UCT stockholders' equity | 532,648 | 436,726 | |||
| Noncontrolling interest | 18,566 | 15,781 | |||
| Total equity | 551,214 | 452,507 | |||
| Total liabilities and equity | $ | 1,102,543 | $ | 1,019,306 |
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS
(Unaudited; in thousands)
| Fiscal Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 25, | December 27, | |||||
| 2020 | 2019 | |||||
| Cash flows from operating activities: | ||||||
| Net income (loss) | $ | 80,390 | $ | (7,619 | ) | |
| Adjustments to reconcile net income to net cash provided by operating activities (excluding assets acquired and liabilities assumed): | ||||||
| Depreciation and amortization | 46,635 | 43,360 | ||||
| Stock-based compensation | 12,743 | 12,065 | ||||
| Deferred income taxes | 375 | (3,563 | ) | |||
| Change in the fair value of financial instruments and earn-out liability | 7,653 | 2,799 | ||||
| Others | (2,402 | ) | 1,964 | |||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | (32,693 | ) | (4,488 | ) | ||
| Inventories | (8,017 | ) | 22,292 | |||
| Prepaid expenses and other current assets | 1,243 | 3,747 | ||||
| Other non-current assets | (106 | ) | 12 | |||
| Accounts payable | (12,559 | ) | 31,017 | |||
| Accrued compensation and related benefits | 9,696 | 9,006 | ||||
| Operating lease assets and liabilities | (1,111 | ) | 7,130 | |||
| Income taxes payable | 2,785 | (2,906 | ) | |||
| Other liabilities | (7,354 | ) | 6,153 | |||
| Net cash provided by operating activities | 97,278 | 120,969 | ||||
| Cash flows from investing activities: | ||||||
| Purchases of property, plant and equipment | (36,427 | ) | (26,312 | ) | ||
| Proceeds from sale of property and equipment, including insurance proceeds | 6,601 | 7,002 | ||||
| Acquisition of Dynamic Manufacturing Solutions, LLC | — | (29,873 | ) | |||
| Net cash used in investing activities | (29,826 | ) | (49,183 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from bank borrowings | 76,690 | 41,847 | ||||
| Proceeds from issuance of common stock | 604 | 342 | ||||
| Payments on bank borrowings and finance leases | (105,475 | ) | (93,065 | ) | ||
| Payment of contingent earn-out | (1,428 | ) | — | |||
| Withholding tax on employee equity compensation | (1,500 | ) | (1,841 | ) | ||
| Others | — | (641 | ) | |||
| Net cash used in financing activities | (31,109 | ) | (53,358 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | 1,400 | (42 | ) | |||
| Net increase in cash and cash equivalents | 37,743 | 18,386 | ||||
| Cash and cash equivalents at beginning of period | 162,531 | 144,145 | ||||
| Cash and cash equivalents at end of period | $ | 200,274 | $ | 162,531 |
ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in thousands)
| GAAP | Non-GAAP | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Three Months Ended | |||||||||||||||||
| December 25, 2020 | December 25, 2020 | |||||||||||||||||
| SPS | SSB | Consolidated | SPS | SSB | Consolidated | |||||||||||||
| Revenues | $ | 299,495 | $ | 70,133 | $ | 369,628 | $ | 299,495 | $ | 70,133 | $ | 369,628 | ||||||
| Gross profit | $ | 52,392 | $ | 25,253 | $ | 77,645 | $ | 53,330 | $ | 26,276 | $ | 79,606 | ||||||
| Gross margin | 17.5 | % | 36.0 | % | 21.0 | % | 17.8 | % | 37.5 | % | 21.5 | % | ||||||
| Income from operations | $ | 25,905 | $ | 7,269 | $ | 33,174 | $ | 32,461 | $ | 11,450 | $ | 43,911 | ||||||
| Operating margin | 8.6 | % | 10.4 | % | 9.0 | % | 10.8 | % | 16.3 | % | 11.9 | % | ||||||
| Three Months Ended | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||
| December 25, 2020 | ||||||||||||||||||
| SPS | SSB | Consolidated | ||||||||||||||||
| Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in thousands) | ||||||||||||||||||
| Reported gross profit on a GAAP basis | $ | 52,392 | $ | 25,253 | $ | 77,645 | ||||||||||||
| Amortization of intangible assets (1) | - | 1,023 | 1,023 | |||||||||||||||
| Restructuring charges (2) | 242 | - | 242 | |||||||||||||||
| Stock-based compensation expense (3) | 696 | - | 696 | |||||||||||||||
| Non-GAAP gross profit | $ | 53,330 | $ | 26,276 | $ | 79,606 | ||||||||||||
| Reconciliation of GAAP Gross margin to Non-GAAP Gross margin | ||||||||||||||||||
| Reported gross margin on a GAAP basis | 17.5 | % | 36.0 | % | 21.0 | % | ||||||||||||
| Amortization of intangible assets (1) | 0.0 | % | 1.5 | % | 0.3 | % | ||||||||||||
| Restructuring charges (2) | 0.1 | % | - | 0.0 | % | |||||||||||||
| Stock-based compensation expense (3) | 0.2 | % | - | 0.2 | % | |||||||||||||
| Non-GAAP gross margin | 17.8 | % | 37.5 | % | 21.5 | % | ||||||||||||
| Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in thousands) | ||||||||||||||||||
| Reported income from operations on a GAAP basis | $ | 25,905 | $ | 7,269 | $ | 33,174 | ||||||||||||
| Amortization of intangible assets (1) | 1,173 | 3,777 | 4,950 | |||||||||||||||
| Restructuring charges (2) | 998 | 5 | 1,003 | |||||||||||||||
| Stock-based compensation expense (3) | 3,361 | 399 | 3,760 | |||||||||||||||
| Acquisition related costs (4) | 1,024 | - | 1,024 | |||||||||||||||
| Non-GAAP income from operations | $ | 32,461 | $ | 11,450 | $ | 43,911 | ||||||||||||
| Reconciliation of GAAP Operating margin to Non-GAAP Operating margin | ||||||||||||||||||
| Reported operating margin on a GAAP basis | 8.6 | % | 10.4 | % | 9.0 | % | ||||||||||||
| Amortization of intangible assets (1) | 0.4 | % | 5.4 | % | 1.3 | % | ||||||||||||
| Restructuring charges (2) | 0.4 | % | 0.0 | % | 0.3 | % | ||||||||||||
| Stock-based compensation expense (3) | 1.1 | % | 0.5 | % | 1.0 | % | ||||||||||||
| Acquisition related costs (4) | 0.3 | % | 0.0 | % | 0.3 | % | ||||||||||||
| Non-GAAP operating margin | 10.8 | % | 16.3 | % | 11.9 | % | ||||||||||||
| 1 | Amortization of intangible assets related to the Company's<br>acquisitions of Thermal, FDS, QGT and DMS | |||||||||||||||||
| --- | --- | |||||||||||||||||
| 2 | Represents severance, retention and costs related to<br>facility closures | |||||||||||||||||
| --- | --- | |||||||||||||||||
| 3 | Represents compensation expense for stock granted to<br>employees and directors | |||||||||||||||||
| --- | --- | |||||||||||||||||
| 4 | Represents costs related to the proposed acquisition<br>of Ham-Let Ltd. | |||||||||||||||||
| --- | --- |
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAPADJUSTED RESULTS
| Three Months Ended | Twelve Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 25, | December 27, | September 25, | December 25, | December 27, | |||||||||||
| 2020 | 2019 | 2020 | 2020 | 2019 | |||||||||||
| Reconciliation of GAAP Net Income to Non-GAAP Net Income (in thousands) | |||||||||||||||
| Reported net income (loss) attributable to UCT on a GAAP basis | $ | 22,554 | $ | (10,267 | ) | $ | 24,365 | $ | 77,605 | $ | (9,351 | ) | |||
| Amortization of intangible assets (1) | 4,950 | 5,091 | 4,949 | 19,799 | 20,090 | ||||||||||
| Restructuring charges (2) | 1,003 | 13,552 | 400 | 4,573 | 16,667 | ||||||||||
| Stock-based compensation expense (3) | 3,760 | 3,537 | 3,284 | 12,899 | 13,062 | ||||||||||
| Fair value adjustments (4) | 3,266 | 6,562 | 200 | 7,624 | 7,457 | ||||||||||
| Acquisition related costs (5) | 1,024 | 111 | - | 1,024 | 3,861 | ||||||||||
| Gain on the sale of property (6) | - | - | (1,352 | ) | (1,352 | ) | - | ||||||||
| Depreciation adjustments (7) | - | - | - | - | (360 | ) | |||||||||
| Income tax effect of non-GAAP adjustments (8) | (2,521 | ) | (6,001 | ) | (1,352 | ) | (8,200 | ) | (14,343 | ) | |||||
| Income tax effect of valuation allowance (9) | (525 | ) | 3,440 | (616 | ) | 994 | 9,461 | ||||||||
| Non-GAAP net income attributable to UCT | $ | 33,511 | $ | 16,025 | $ | 29,878 | $ | 114,966 | $ | 46,544 | |||||
| Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in thousands) | |||||||||||||||
| Reported income from operations on a GAAP basis | $ | 33,174 | $ | 4,504 | $ | 34,822 | $ | 121,370 | $ | 29,913 | |||||
| Amortization of intangible assets (1) | 4,950 | 5,091 | 4,949 | 19,799 | 20,090 | ||||||||||
| Restructuring charges (2) | 1,003 | 13,500 | 260 | 4,433 | 15,821 | ||||||||||
| Stock-based compensation expense (3) | 3,760 | 3,537 | 3,284 | 12,899 | 13,062 | ||||||||||
| Fair value adjustments (4) | - | - | - | - | 895 | ||||||||||
| Acquisition related costs (5) | 1,024 | 111 | - | 1,024 | 3,863 | ||||||||||
| Gain on the sale of property (6) | - | - | (1,352 | ) | (1,352 | ) | - | ||||||||
| Depreciation adjustments (7) | - | - | - | (360 | ) | ||||||||||
| Non-GAAP income from operations | $ | 43,911 | $ | 26,743 | $ | 41,963 | $ | 158,173 | $ | 83,284 | |||||
| Reconciliation of GAAP Operating margin to Non-GAAP Operating margin | |||||||||||||||
| Reported operating margin on a GAAP basis | 9.0 | % | 1.6 | % | 9.6 | % | 8.7 | % | 2.8 | % | |||||
| Amortization of intangible assets (1) | 1.3 | % | 1.8 | % | 1.4 | % | 1.4 | % | 1.9 | % | |||||
| Restructuring charges (2) | 0.3 | % | 4.7 | % | 0.1 | % | 0.3 | % | 1.5 | % | |||||
| Stock-based compensation expense (3) | 1.0 | % | 1.2 | % | 0.9 | % | 0.9 | % | 1.1 | % | |||||
| Fair value adjustments (4) | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.1 | % | |||||
| Acquisition related costs (5) | 0.3 | % | 0.0 | % | 0.0 | % | 0.1 | % | 0.4 | % | |||||
| Gain on the sale of property (6) | 0.0 | % | 0.0 | % | -0.4 | % | -0.1 | % | 0.0 | % | |||||
| Non-GAAP operating margin | 11.9 | % | 9.3 | % | 11.6 | % | 11.3 | % | 7.8 | % | |||||
| Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in thousands) | |||||||||||||||
| Reported gross profit on a GAAP basis | $ | 77,645 | $ | 56,396 | $ | 74,576 | 291,761 | 196,866 | |||||||
| Amortization of intangible assets (1) | 1,023 | 1,023 | 1,022 | 4,090 | 4,090 | ||||||||||
| Restructuring charges (2) | 242 | 21 | 260 | 988 | 1,041 | ||||||||||
| Stock-based compensation expense (3) | 696 | 875 | 383 | 2,112 | 2,853 | ||||||||||
| Fair value adjustments (4) | - | - | - | - | 895 | ||||||||||
| Depreciation adjustments (7) | - | - | - | - | (316 | ) | |||||||||
| Non-GAAP gross profit | $ | 79,606 | $ | 58,315 | $ | 76,241 | $ | 298,951 | $ | 205,429 | |||||
| Reconciliation of GAAP Gross margin to Non-GAAP Gross margin | |||||||||||||||
| Reported gross margin on a GAAP basis | 21.0 | % | 19.7 | % | 20.5 | % | 20.9 | % | 18.5 | % | |||||
| Amortization of intangible assets (1) | 0.3 | % | 0.4 | % | 0.3 | % | 0.3 | % | 0.4 | % | |||||
| Restructuring charges (2) | 0.0 | % | 0.0 | % | 0.1 | % | 0.1 | % | 0.1 | % | |||||
| Stock-based compensation expense (3) | 0.2 | % | 0.3 | % | 0.1 | % | 0.2 | % | 0.3 | % | |||||
| Fair value adjustments (4) | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | 0.1 | % | |||||
| Depreciation adjustments (7) | 0.0 | % | 0.0 | % | 0.0 | % | 0.0 | % | -0.1 | % | |||||
| Non-GAAP gross margin | 21.5 | % | 20.4 | % | 21.0 | % | 21.4 | % | 19.3 | % | |||||
| 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 | $ | (6,091 | ) | $ | (12,300 | ) | $ | (4,986 | ) | $ | (21,699 | ) | $ | (27,501 | ) |
| Restructuring charges (2) | - | 52 | 140 | 140 | 847 | ||||||||||
| Fair value adjustments (4) | 3,266 | 6,562 | 200 | 7,624 | 6,562 | ||||||||||
| Non-GAAP interest and other income (expense) | $ | (2,825 | ) | $ | (5,686 | ) | $ | (4,646 | ) | $ | (13,935 | ) | $ | (20,092 | ) |
| Reconciliation of GAAP Earnings Per Diluted Share to Non-GAAP Earnings Per Diluted Share | |||||||||||||||
| Reported net income (loss) on a GAAP basis | $ | 0.55 | $ | (0.26 | ) | $ | 0.59 | 1.89 | (0.24 | ) | |||||
| Amortization of intangible assets (1) | 0.12 | 0.13 | 0.12 | 0.48 | 0.50 | ||||||||||
| Restructuring charges (2) | 0.02 | 0.34 | 0.01 | 0.11 | 0.42 | ||||||||||
| Stock-based compensation expense (3) | 0.09 | 0.09 | 0.08 | 0.32 | 0.33 | ||||||||||
| Fair value adjustments (4) | 0.08 | 0.16 | 0.00 | 0.19 | 0.19 | ||||||||||
| Acquisition related costs (5) | 0.02 | 0.00 | - | 0.02 | 0.10 | ||||||||||
| Gain on the sale of property (6) | - | - | (0.03 | ) | (0.03 | ) | - | ||||||||
| Depreciation adjustments (7) | - | - | - | (0.01 | ) | ||||||||||
| Income tax effect of non-GAAP adjustments (8) | (0.06 | ) | (0.15 | ) | (0.03 | ) | (0.20 | ) | (0.36 | ) | |||||
| Income tax effect of valuation allowance (9) | (0.01 | ) | 0.09 | (0.01 | ) | 0.02 | 0.23 | ||||||||
| Non-GAAP net income | $ | 0.81 | $ | 0.40 | $ | 0.73 | $ | 2.80 | $ | 1.16 | |||||
| Weighted average number of diluted shares (thousands) on a non-GAAP basis | 41,353 | 40,025 | 41,149 | 41,074 | 40,027 |
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAPEFFECTIVE INCOME TAX RATE
| Three Months Ended | Twelve Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 25, | December 27, | September 25, | December 25, | December 27, | |||||||||||
| 2020 | 2019 | 2020 | 2020 | 2019 | |||||||||||
| (in thousands, except percentages) | |||||||||||||||
| Provision for income taxes on a GAAP basis | $ | 4,349 | $ | 1,811 | $ | 4,776 | 19,281 | 10,031 | |||||||
| Income tax effect of non-GAAP adjustments (7) | 2,521 | 6,001 | 1,352 | 8,200 | 14,343 | ||||||||||
| Income tax effect of valuation allowance (8) | 525 | (3,440 | ) | 616 | (994 | ) | (9,461 | ) | |||||||
| Non-GAAP provision for income taxes | $ | 7,395 | $ | 4,372 | $ | 6,744 | $ | 26,487 | $ | 14,913 | |||||
| Income (loss) before income taxes on a GAAP basis | $ | 27,083 | $ | (7,796 | ) | $ | 29,836 | 99,671 | 2,412 | ||||||
| Amortization of intangible assets (1) | 4,950 | 5,091 | 4,949 | 19,799 | 20,090 | ||||||||||
| Restructuring charges (2) | 1,003 | 13,552 | 400 | 4,573 | 16,667 | ||||||||||
| Stock-based compensation expense (3) | 3,760 | 3,537 | 3,284 | 12,899 | 13,062 | ||||||||||
| Fair value adjustments (4) | 3,266 | 6,562 | 200 | 7,624 | 7,457 | ||||||||||
| Acquisition related costs (5) | 1,024 | 111 | - | 1,024 | 3,861 | ||||||||||
| Gain on the sale of property (6) | - | - | (1,352 | ) | (1,352 | ) | - | ||||||||
| Depreciation adjustments (7) | - | - | - | - | (360 | ) | |||||||||
| Non-GAAP income before income taxes | $ | 41,086 | $ | 21,057 | $ | 37,317 | $ | 144,238 | $ | 63,189 | |||||
| Effective income tax rate on a GAAP basis | 16.1 | % | -23.2 | % | 16.0 | % | 19.3 | % | 415.9 | % | |||||
| Non-GAAP effective income tax rate | 18.0 | % | 20.8 | % | 18.1 | % | 18.4 | % | 23.6 | % | |||||
| 1 | Amortization of intangible assets related to the Company's<br>acquisitions of AIT, Thermal, FDS, QGT and DMS | ||||||||||||||
| --- | --- | ||||||||||||||
| 2 | Represents severance, retention and costs related to<br>facility closures | ||||||||||||||
| --- | --- | ||||||||||||||
| 3 | Represents compensation expense for stock granted to<br>employees and directors | ||||||||||||||
| --- | --- | ||||||||||||||
| 4 | Fair value adjustments related to contingent consideration,<br>purchase obligation, DMS' sold inventories, forward hedge contracts | ||||||||||||||
| --- | --- | ||||||||||||||
| 5 | Represents costs related to the acquisitions | ||||||||||||||
| --- | --- | ||||||||||||||
| 6 | Represents gain realized on the sale of land in South<br>Korea | ||||||||||||||
| --- | --- | ||||||||||||||
| 7 | Depreciation adjustments related to QGT's fixed assets | ||||||||||||||
| --- | --- | ||||||||||||||
| 8 | Tax effect of items (1) through (7) above based on the<br>non-GAAP tax rate shown below | ||||||||||||||
| --- | --- | ||||||||||||||
| 9 | 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. | ||||||||||||||
| --- | --- |