HAYWARD, Calif., Feb. 23, 2022 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the fourth quarter and full year ended December 31, 2021.
"Record fourth quarter performance propelled UCT over the $2 billion revenue milestone for the year and represents a strong endorsement of our execution capabilities on every level," said Jim Scholhamer, CEO. "By expanding our capabilities, leveraging our global footprint, and deepening our industry partnerships, we again outperformed the markets we serve. We expect 2022 to be another year of growth and believe we are ideally positioned to meet ongoing demand."
"In 2021, UCT generated record cash flow from operations and grew earnings per share by 50 percent to the highest level in the company's history," added Sheri Savage, CFO. "We strategically deployed capital to meet capacity requirements and will continue to invest in our business to meet ongoing demand while strengthening our balance sheet to capitalize on future growth opportunities."
Fourth Quarter 2021 GAAP Financial Results
Total revenue was $615.1 million. Products contributed $533.8 million and Services added $81.3 million. Total gross margin was 21.0%, operating margin was 10.2%, and net income was $45.5 million or $1.01 and $1.00 per basic and diluted share. This compares to total revenue of $553.7million, gross margin of 20.6%, operating margin of 9.1%, and net income of $31.9 million or $0.71 and $0.70 per basic and diluted share in the prior quarter.
Fourth Quarter 2021 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 21.5%, operating margin was 12.6%, and net income was $55.5 million or $1.22 per diluted share. This compares to gross margin of 21.6%, operating margin of 12.4%, and net income of $48.8 million or $1.07 per diluted share in the prior quarter.
Full Year 2021 GAAP Financial Results
Total revenue was $2,101.6 million. Products contributed $1,803.9 million and Services added $297.7 million. Total gross margin was 20.5%, operating margin was 8.8%, and net income was $119.4 million or $2.75 and $2.69 per basic and diluted share. This compares to total revenue of $1,398.6 million, gross margin of 20.9%, operating margin of 8.7%, and net income of $77.6 million or $1.93 and $1.89 per basic and diluted share in the prior year.
Full Year 2021 Non-GAAP Financial Results
On a non-GAAP basis, the company reported gross margin of 21.4%, operating margin of 12.2%, and net income of $186.1 million or $4.20 per diluted share. This compares to gross margin of 21.4%, operating margin of 11.3%, and net income of $115.0 million or $2.80 per diluted share in the prior year.
First Quarter 2022 Outlook
The Company expects revenue in the range of $580.0 million to $630.0 million and GAAP diluted net income per share to be between $0.80 and $1.00. The Company expects non-GAAP diluted net income per share to be between $1.06 and $1.26.
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 3645393. 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, gain on sale of property 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
SVP Investor Relations
rbennetto@uct.com
|
ULTRA CLEAN HOLDINGS, INC.
|
|
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
|
(Unaudited; in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
December 31,
|
|
December 25,
|
|
December 31,
|
|
December 25,
|
|
2021
|
|
2020
|
|
2021
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
$
|
533,859
|
|
$
|
299,495
|
|
$
|
1,803,939
|
|
$
|
1,131,151
|
|
Services
|
|
81,277
|
|
|
70,133
|
|
|
297,676
|
|
|
267,431
|
|
Total revenues
|
|
615,136
|
|
|
369,628
|
|
|
2,101,615
|
|
|
1,398,582
|
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Product
|
|
433,933
|
|
|
247,103
|
|
|
1,478,764
|
|
|
934,716
|
|
Services
|
|
52,117
|
|
|
44,880
|
|
|
192,874
|
|
|
172,105
|
|
Total cost of revenues
|
|
486,050
|
|
|
291,983
|
|
|
1,671,638
|
|
|
1,106,821
|
|
Gross profit
|
|
129,086
|
|
|
77,645
|
|
|
429,977
|
|
|
291,761
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
7,771
|
|
|
3,987
|
|
|
24,508
|
|
|
14,829
|
|
Sales and marketing
|
|
14,090
|
|
|
6,569
|
|
|
48,178
|
|
|
25,128
|
|
General and administrative
|
|
44,493
|
|
|
33,915
|
|
|
171,618
|
|
|
130,434
|
|
Total operating expenses
|
|
66,354
|
|
|
44,471
|
|
|
244,304
|
|
|
170,391
|
|
Income from operations
|
|
62,732
|
|
|
33,174
|
|
|
185,673
|
|
|
121,370
|
|
Interest income
|
|
156
|
|
|
179
|
|
|
427
|
|
|
875
|
|
Interest expense
|
|
(6,634)
|
|
|
(3,758)
|
|
|
(24,183)
|
|
|
(16,852)
|
|
Other income (expense), net
|
|
(1,165)
|
|
|
(2,512)
|
|
|
(7,601)
|
|
|
(5,722)
|
|
Income before provision for income taxes
|
|
55,089
|
|
|
27,083
|
|
|
154,316
|
|
|
99,671
|
|
Provision for income taxes
|
|
6,303
|
|
|
4,349
|
|
|
27,931
|
|
|
19,281
|
|
Net income
|
|
48,786
|
|
|
22,734
|
|
|
126,385
|
|
|
80,390
|
|
Less: Net income attributable to noncontrolling interests
|
|
3,316
|
|
|
180
|
|
|
6,940
|
|
|
2,785
|
|
Net income attributable to UCT
|
$
|
45,470
|
|
$
|
22,554
|
|
$
|
119,445
|
|
$
|
77,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share attributable to UCT common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
1.01
|
|
$
|
0.56
|
|
$
|
2.75
|
|
$
|
1.93
|
|
Diluted
|
$
|
1.00
|
|
$
|
0.55
|
|
$
|
2.69
|
|
$
|
1.89
|
|
Shares used in computing net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
44,886
|
|
|
40,521
|
|
|
43,498
|
|
|
40,198
|
|
Diluted
|
|
45,525
|
|
|
41,353
|
|
|
44,351
|
|
|
41,074
|
|
ULTRA CLEAN HOLDINGS, INC.
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(Unaudited; in thousands)
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
December 25,
|
|
|
2021
|
|
2020
|
|
ASSETS
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
466,455
|
|
$
|
200,274
|
|
Accounts receivable, net of allowance
|
|
|
250,147
|
|
|
145,539
|
|
Inventories
|
|
|
379,235
|
|
|
180,385
|
|
Prepaid expenses and other current assets
|
|
|
41,260
|
|
|
18,895
|
|
Total current assets
|
|
|
1,137,097
|
|
|
545,093
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
242,347
|
|
|
159,150
|
|
Goodwill
|
|
|
270,044
|
|
|
171,132
|
|
Intangibles assets, net
|
|
|
245,696
|
|
|
160,519
|
|
Deferred tax assets, net
|
|
|
37,607
|
|
|
23,513
|
|
Operating lease right-of-use assets
|
|
|
83,357
|
|
|
37,821
|
|
Other non-current assets
|
|
|
9,242
|
|
|
5,315
|
|
Total assets
|
|
$
|
2,025,390
|
|
$
|
1,102,543
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Bank borrowings
|
|
$
|
22,071
|
|
$
|
7,361
|
|
Accounts payable
|
|
|
332,897
|
|
|
121,328
|
|
Accrued compensation and related benefits
|
|
|
46,790
|
|
|
34,532
|
|
Operating lease liabilities
|
|
|
17,299
|
|
|
11,721
|
|
Other current liabilities
|
|
|
50,060
|
|
|
26,335
|
|
Total current liabilities
|
|
|
469,117
|
|
|
201,277
|
|
|
|
|
|
|
|
|
Bank borrowings, net of current portion
|
|
|
529,919
|
|
|
261,619
|
|
Deferred tax liabilities
|
|
|
54,889
|
|
|
33,571
|
|
Operating lease liabilities
|
|
|
65,923
|
|
|
31,050
|
|
Other liabilities
|
|
|
12,894
|
|
|
23,812
|
|
Total liabilities
|
|
|
1,132,742
|
|
|
551,329
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
UCT stockholders' equity:
|
|
|
|
|
|
|
|
Common stock
|
|
|
511,628
|
|
|
309,589
|
|
Retained earnings
|
|
|
337,417
|
|
|
217,972
|
|
Accumulated other comprehensive gain (loss)
|
|
|
(167)
|
|
|
5,087
|
|
Total UCT stockholders' equity
|
|
|
848,878
|
|
|
532,648
|
|
Noncontrolling interest
|
|
|
43,770
|
|
|
18,566
|
|
Total equity
|
|
|
892,648
|
|
|
551,214
|
|
Total liabilities and stockholders' equity
|
|
$
|
2,025,390
|
|
$
|
1,102,543
|
|
|
|
|
|
|
|
|
ULTRA CLEAN HOLDINGS, INC.
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(Unaudited; in thousands)
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
December 31,
|
|
December 25,
|
|
2021
|
|
2020
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income
|
$
|
126,385
|
|
$
|
80,390
|
|
Adjustments to reconcile net income to net cash provided by operating activities (excluding assets acquired and liabilities assumed):
|
|
|
|
|
|
|
Depreciation and amortization
|
|
70,877
|
|
|
46,635
|
|
Stock-based compensation
|
|
15,765
|
|
|
12,743
|
|
Deferred income taxes
|
|
(3,200)
|
|
|
375
|
|
Change in the fair value of financial instruments and earn-out liability
|
|
12,438
|
|
|
7,653
|
|
Gain from insurance proceeds
|
|
(7,332)
|
|
|
—
|
|
Others
|
|
220
|
|
|
(2,402)
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
Accounts receivable
|
|
(52,975)
|
|
|
(32,693)
|
|
Inventories
|
|
(125,120)
|
|
|
(8,017)
|
|
Prepaid expenses and other current assets
|
|
(3,397)
|
|
|
1,243
|
|
Other non-current assets
|
|
(800)
|
|
|
(106)
|
|
Accounts payable
|
|
172,524
|
|
|
(12,559)
|
|
Accrued compensation and related benefits
|
|
1,795
|
|
|
9,696
|
|
Operating lease assets and liabilities
|
|
(1,141)
|
|
|
(1,111)
|
|
Income taxes payable
|
|
8,851
|
|
|
2,785
|
|
Other liabilities
|
|
(1,827)
|
|
|
(7,354)
|
|
Net cash provided by operating activities
|
|
213,063
|
|
|
97,278
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
(59,342)
|
|
|
(36,427)
|
|
Proceeds from sale of property and equipment, including insurance proceeds
|
|
7,738
|
|
|
6,601
|
|
Settlement of forward contracts in conjunction with the acquisition of Ham-Let
|
|
(10,448)
|
|
|
—
|
|
Acquisition of business, net of cash acquired
|
|
(344,707)
|
|
|
—
|
|
Net cash used in investing activities
|
|
(406,759)
|
|
|
(29,826)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Proceeds from bank borrowings
|
|
415,168
|
|
|
76,690
|
|
Proceeds from issuance of common stock
|
|
193,536
|
|
|
604
|
|
Payments on bank borrowings and finance leases
|
|
(131,712)
|
|
|
(105,475)
|
|
Payments of debt issuance costs
|
|
(8,899)
|
|
|
—
|
|
Payment of contingent earn-out
|
|
—
|
|
|
(1,428)
|
|
Employees' taxes paid upon vesting of restricted stock units
|
|
(7,262)
|
|
|
(1,500)
|
|
Net cash provided by (used in) financing activities
|
|
460,831
|
|
|
(31,109)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(954)
|
|
|
1,400
|
|
Net increase in cash and cash equivalents
|
|
266,181
|
|
|
37,743
|
|
Cash and cash equivalents at beginning of period
|
|
200,274
|
|
|
162,531
|
|
Cash and cash equivalents at end of period
|
$
|
466,455
|
|
$
|
200,274
|
|
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 31, 2021
|
|
|
December 31, 2021
|
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Revenues
|
|
$
|
533,859
|
|
$
|
81,277
|
|
$
|
615,136
|
|
$
|
533,859
|
|
$
|
81,277
|
|
$
|
615,136
|
|
Gross profit
|
|
$
|
99,926
|
|
$
|
29,160
|
|
$
|
129,086
|
|
$
|
101,964
|
|
$
|
30,183
|
|
$
|
132,147
|
|
Gross margin
|
|
|
18.7%
|
|
|
35.9%
|
|
|
21.0%
|
|
|
19.1%
|
|
|
37.1%
|
|
|
21.5%
|
|
Income from operations
|
|
$
|
52,391
|
|
$
|
10,341
|
|
$
|
62,732
|
|
$
|
63,007
|
|
$
|
14,507
|
|
$
|
77,514
|
|
Operating margin
|
|
|
9.8%
|
|
|
12.7%
|
|
|
10.2%
|
|
|
11.8%
|
|
|
17.9%
|
|
|
12.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021
|
|
|
|
|
|
|
|
|
|
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in thousands)
|
|
Reported gross profit on a GAAP basis
|
|
$
|
99,926
|
|
$
|
29,160
|
|
$
|
129,086
|
|
Amortization of intangible assets (1)
|
|
|
658
|
|
|
1,023
|
|
|
1,681
|
|
Restructuring charges (2)
|
|
|
115
|
|
|
—
|
|
|
115
|
|
Stock-based compensation expense (3)
|
|
|
719
|
|
|
—
|
|
|
719
|
|
Fair value related adjustments (4)
|
|
|
546
|
|
|
—
|
|
|
546
|
|
Non-GAAP gross profit
|
|
$
|
101,964
|
|
$
|
30,183
|
|
$
|
132,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
|
|
Reported gross margin on a GAAP basis
|
|
|
18.7%
|
|
|
35.9%
|
|
|
21.0%
|
|
Amortization of intangible assets (1)
|
|
|
0.1%
|
|
|
1.2%
|
|
|
0.3%
|
|
Restructuring charges (2)
|
|
|
0.0%
|
|
|
—
|
|
|
0.0%
|
|
Stock-based compensation expense (3)
|
|
|
0.2%
|
|
|
—
|
|
|
0.1%
|
|
Fair value related adjustments (4)
|
|
|
0.1%
|
|
|
—
|
|
|
0.1%
|
|
Non-GAAP gross margin
|
|
|
19.1%
|
|
|
37.1%
|
|
|
21.5%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in thousands)
|
|
Reported income from operations on a GAAP basis
|
|
$
|
52,391
|
|
$
|
10,341
|
|
$
|
62,732
|
|
Amortization of intangible assets (1)
|
|
|
5,795
|
|
|
3,716
|
|
|
9,511
|
|
Restructuring charges (2)
|
|
|
(415)
|
|
|
24
|
|
|
(391)
|
|
Stock-based compensation expense (3)
|
|
|
4,241
|
|
|
426
|
|
|
4,667
|
|
Fair value related adjustments (4)
|
|
|
546
|
|
|
—
|
|
|
546
|
|
Acquisition related costs (5)
|
|
|
449
|
|
|
—
|
|
|
449
|
|
Non-GAAP income from operations
|
|
$
|
63,007
|
|
$
|
14,507
|
|
$
|
77,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
|
|
Reported operating margin on a GAAP basis
|
|
|
9.8%
|
|
|
12.7%
|
|
|
10.2%
|
|
Amortization of intangible assets (1)
|
|
|
1.1%
|
|
|
4.6%
|
|
|
1.5%
|
|
Restructuring charges (2)
|
|
|
-0.1%
|
|
|
0.1%
|
|
|
-0.1%
|
|
Stock-based compensation expense (3)
|
|
|
0.8%
|
|
|
0.5%
|
|
|
0.8%
|
|
Fair value related adjustments (4)
|
|
|
0.1%
|
|
|
0.0%
|
|
|
0.1%
|
|
Acquisition related costs (5)
|
|
|
0.1%
|
|
|
0.0%
|
|
|
0.1%
|
|
Non-GAAP operating margin
|
|
|
11.8%
|
|
|
17.9%
|
|
|
12.6%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 adjustments related to inventories
|
|
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
|
|
Twelve Months Ended
|
|
December 31,
|
|
December 25,
|
|
September 24,
|
|
December 31,
|
|
December 25,
|
|
2021
|
|
2020
|
|
2021
|
|
2021
|
|
2020
|
|
Reconciliation of GAAP Net Income to Non-GAAP Net Income (in thousands)
|
|
Reported net income attributable to UCT on a GAAP basis
|
$
|
45,470
|
|
$
|
22,554
|
|
$
|
31,880
|
|
$
|
119,445
|
|
$
|
77,605
|
|
Amortization of intangible assets (1)
|
|
9,511
|
|
|
4,950
|
|
|
9,512
|
|
|
33,423
|
|
|
19,799
|
|
Restructuring charges (2)
|
|
(391)
|
|
|
1,003
|
|
|
1,580
|
|
|
1,301
|
|
|
4,573
|
|
Stock-based compensation expense (3)
|
|
4,667
|
|
|
3,760
|
|
|
4,324
|
|
|
16,758
|
|
|
12,899
|
|
Fair value related adjustments (4)
|
|
546
|
|
|
3,266
|
|
|
2,288
|
|
|
22,999
|
|
|
7,624
|
|
Acquisition related costs (5)
|
|
449
|
|
|
1,024
|
|
|
105
|
|
|
9,984
|
|
|
1,024
|
|
Insurance proceeds (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,332)
|
|
|
—
|
|
Gain on the sale of property (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,352)
|
|
Income tax effect of non-GAAP adjustments (8)
|
|
(2,336)
|
|
|
(2,521)
|
|
|
(2,760)
|
|
|
(12,804)
|
|
|
(8,200)
|
|
Income tax effect of valuation allowance (9)
|
|
(2,400)
|
|
|
(525)
|
|
|
1,828
|
|
|
2,332
|
|
|
994
|
|
Non-GAAP net income attributable to UCT
|
$
|
55,516
|
|
$
|
33,511
|
|
$
|
48,757
|
|
$
|
186,106
|
|
$
|
114,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in thousands)
|
|
Reported income from operations on a GAAP basis
|
$
|
62,732
|
|
$
|
33,174
|
|
$
|
50,584
|
|
$
|
185,673
|
|
$
|
121,370
|
|
Amortization of intangible assets (1)
|
|
9,511
|
|
|
4,950
|
|
|
9,512
|
|
|
33,423
|
|
|
19,799
|
|
Restructuring charges (2)
|
|
(391)
|
|
|
1,003
|
|
|
1,580
|
|
|
1,301
|
|
|
4,433
|
|
Stock-based compensation expense (3)
|
|
4,667
|
|
|
3,760
|
|
|
4,324
|
|
|
16,758
|
|
|
12,899
|
|
Fair value related adjustments (4)
|
|
546
|
|
|
—
|
|
|
2,388
|
|
|
10,117
|
|
|
—
|
|
Acquisition related costs (5)
|
|
449
|
|
|
1,024
|
|
|
105
|
|
|
9,984
|
|
|
1,024
|
|
Gain on the sale of property (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,352)
|
|
Non-GAAP income from operations
|
$
|
77,514
|
|
$
|
43,911
|
|
$
|
68,493
|
|
$
|
257,256
|
|
$
|
158,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
|
|
Reported operating margin on a GAAP basis
|
|
10.2%
|
|
|
9.0%
|
|
|
9.1%
|
|
|
8.8%
|
|
|
8.7%
|
|
Amortization of intangible assets (1)
|
|
1.5%
|
|
|
1.3%
|
|
|
1.7%
|
|
|
1.6%
|
|
|
1.4%
|
|
Restructuring charges (2)
|
|
-0.1%
|
|
|
0.3%
|
|
|
0.4%
|
|
|
0.0%
|
|
|
0.3%
|
|
Stock-based compensation expense (3)
|
|
0.8%
|
|
|
1.0%
|
|
|
0.8%
|
|
|
0.8%
|
|
|
0.9%
|
|
Fair value related adjustments (4)
|
|
0.1%
|
|
|
0.0%
|
|
|
0.4%
|
|
|
0.5%
|
|
|
0.0%
|
|
Acquisition related costs (5)
|
|
0.1%
|
|
|
0.3%
|
|
|
0.0%
|
|
|
0.5%
|
|
|
0.1%
|
|
Gain on the sale of property (7)
|
|
0.0%
|
|
|
0.0%
|
|
|
0.0%
|
|
|
0.0%
|
|
|
-0.1%
|
|
Non-GAAP operating margin
|
|
12.6%
|
|
|
11.9%
|
|
|
12.4%
|
|
|
12.2%
|
|
|
11.3%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in thousands)
|
|
Reported gross profit on a GAAP basis
|
$
|
129,086
|
|
$
|
77,645
|
|
$
|
114,070
|
|
$
|
429,977
|
|
$
|
291,761
|
|
Amortization of intangible assets (1)
|
|
1,681
|
|
|
1,023
|
|
|
1,680
|
|
|
6,063
|
|
|
4,090
|
|
Restructuring charges (2)
|
|
115
|
|
|
242
|
|
|
684
|
|
|
1,005
|
|
|
988
|
|
Stock-based compensation expense (3)
|
|
719
|
|
|
696
|
|
|
534
|
|
|
2,649
|
|
|
2,112
|
|
Fair value related adjustments (4)
|
|
546
|
|
|
—
|
|
|
2,388
|
|
|
10,117
|
|
|
—
|
|
Non-GAAP gross profit
|
$
|
132,147
|
|
$
|
79,606
|
|
$
|
119,356
|
|
$
|
449,811
|
|
$
|
298,951
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
|
|
Reported gross margin on a GAAP basis
|
|
21.0%
|
|
|
21.0%
|
|
|
20.6%
|
|
|
20.5%
|
|
|
20.9%
|
|
Amortization of intangible assets (1)
|
|
0.3%
|
|
|
0.3%
|
|
|
0.3%
|
|
|
0.3%
|
|
|
0.3%
|
|
Restructuring charges (2)
|
|
0.0%
|
|
|
0.0%
|
|
|
0.2%
|
|
|
0.0%
|
|
|
0.0%
|
|
Stock-based compensation expense (3)
|
|
0.1%
|
|
|
0.2%
|
|
|
0.1%
|
|
|
0.1%
|
|
|
0.2%
|
|
Fair value related adjustments (4)
|
|
0.1%
|
|
|
0.0%
|
|
|
0.4%
|
|
|
0.5%
|
|
|
0.0%
|
|
Non-GAAP gross margin
|
|
21.5%
|
|
|
21.5%
|
|
|
21.6%
|
|
|
21.4%
|
|
|
21.4%
|
|
|
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
|
$
|
(7,643)
|
|
$
|
(6,091)
|
|
$
|
(8,233)
|
|
$
|
(31,357)
|
|
$
|
(21,699)
|
|
Restructuring charges (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
Fair value related adjustments (4)
|
|
—
|
|
|
3,266
|
|
|
(100)
|
|
|
12,882
|
|
|
7,624
|
|
Insurance proceeds (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,332)
|
|
|
—
|
|
Non-GAAP interest and other income (expense)
|
$
|
(7,643)
|
|
$
|
(2,825)
|
|
$
|
(8,333)
|
|
$
|
(25,807)
|
|
$
|
(13,935)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP Earnings Per Diluted Share to Non-GAAP Earnings Per Diluted Share
|
|
Reported net income on a GAAP basis
|
$
|
1.00
|
|
$
|
0.55
|
|
$
|
0.70
|
|
|
2.69
|
|
|
1.89
|
|
Amortization of intangible assets (1)
|
|
0.21
|
|
|
0.12
|
|
|
0.21
|
|
|
0.75
|
|
|
0.48
|
|
Restructuring charges (2)
|
|
(0.01)
|
|
|
0.02
|
|
|
0.03
|
|
|
0.03
|
|
|
0.11
|
|
Stock-based compensation expense (3)
|
|
0.10
|
|
|
0.09
|
|
|
0.10
|
|
|
0.38
|
|
|
0.32
|
|
Fair value related adjustments (4)
|
|
0.01
|
|
|
0.08
|
|
|
0.05
|
|
|
0.52
|
|
|
0.19
|
|
Acquisition related costs (5)
|
|
0.01
|
|
|
0.02
|
|
|
—
|
|
|
0.23
|
|
|
0.02
|
|
Insurance proceeds (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.16)
|
|
|
—
|
|
Gain on the sale of property (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
-
|
|
|
(0.03)
|
|
Income tax effect of non-GAAP adjustments (8)
|
|
(0.05)
|
|
|
(0.06)
|
|
|
(0.06)
|
|
|
(0.29)
|
|
|
(0.20)
|
|
Income tax effect of valuation allowance (9)
|
|
(0.05)
|
|
|
(0.01)
|
|
|
0.04
|
|
|
0.05
|
|
|
0.02
|
|
Non-GAAP net income
|
$
|
1.22
|
|
$
|
0.81
|
|
$
|
1.07
|
|
$
|
4.20
|
|
$
|
2.80
|
|
Weighted average number of diluted shares (thousands) on a non-GAAP basis
|
|
45,525
|
|
|
41,353
|
|
|
45,404
|
|
|
44,351
|
|
|
41,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ULTRA CLEAN HOLDINGS, INC.
|
|
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Twelve Months Ended
|
|
December 31,
|
|
December 25,
|
|
September 24,
|
|
December 31,
|
|
December 25,
|
|
2021
|
|
2020
|
|
2021
|
|
2021
|
|
2020
|
|
(in thousands, except percentages)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes on a GAAP basis
|
$
|
6,303
|
|
$
|
4,349
|
|
$
|
8,392
|
|
|
27,931
|
|
|
19,281
|
|
Income tax effect of non-GAAP adjustments (8)
|
|
2,336
|
|
|
2,521
|
|
|
2,760
|
|
|
12,804
|
|
|
8,200
|
|
Income tax effect of valuation allowance (9)
|
|
2,400
|
|
|
525
|
|
|
(1,828)
|
|
|
(2,332)
|
|
|
(994)
|
|
Non-GAAP provision for income taxes
|
$
|
11,039
|
|
$
|
7,395
|
|
$
|
9,324
|
|
$
|
38,403
|
|
$
|
26,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes on a GAAP basis
|
$
|
55,089
|
|
$
|
27,083
|
|
$
|
42,351
|
|
|
154,316
|
|
|
99,671
|
|
Amortization of intangible assets (1)
|
|
9,511
|
|
|
4,950
|
|
|
9,512
|
|
|
33,423
|
|
|
19,799
|
|
Restructuring charges (2)
|
|
(391)
|
|
|
1,003
|
|
|
1,580
|
|
|
1,301
|
|
|
4,573
|
|
Stock-based compensation expense (3)
|
|
4,667
|
|
|
3,760
|
|
|
4,324
|
|
|
16,758
|
|
|
12,899
|
|
Fair value related adjustments (4)
|
|
546
|
|
|
3,266
|
|
|
2,288
|
|
|
22,999
|
|
|
7,624
|
|
Acquisition related costs (5)
|
|
449
|
|
|
1,024
|
|
|
105
|
|
|
9,984
|
|
|
1,024
|
|
Insurance proceeds (6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,332)
|
|
|
—
|
|
Gain on the sale of property (7)
|
|
—
|
|
|
—
|
|
|
(100)
|
|
|
—
|
|
|
(1,352)
|
|
Non-GAAP income before income taxes
|
$
|
69,871
|
|
$
|
41,086
|
|
$
|
60,060
|
|
$
|
231,449
|
|
$
|
144,238
|
|
Effective income tax rate on a GAAP basis
|
|
11.4%
|
|
|
16.1%
|
|
|
19.8%
|
|
|
18.1%
|
|
|
19.3%
|
|
Non-GAAP effective income tax rate
|
|
15.8%
|
|
|
18.0%
|
|
|
15.5%
|
|
|
16.6%
|
|
|
18.4%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Amortization of intangible assets related to the Company's business acquisitions
|
|
2 Represents severance, retention and costs related to facility closures
|
|
3 Represents compensation expense for stock granted to employees and directors
|
|
4 Adjustments related to the fair values of inventories, 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 Represents gain realized on the sale of land in South Korea
|
|
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.
