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Ultra Clean Reports Third Quarter 2019 Financial Results

October 30, 2019 4:05 PM

HAYWARD, Calif., Oct. 30, 2019 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the third quarter ended September 27, 2019.

(PRNewsfoto/Ultra Clean Holdings, Inc.)

"UCT again delivered strong performance in the third quarter with top and bottom line results at the high end of our guided range," said Jim Scholhamer, CEO. "We continue to focus on execution while driving towards improved profitability over the longer term."

In the third quarter, the Company generated $23.0 million of cash from operations, paid down an additional $25.0 million in debt and ended the quarter with a cash balance of $158.7 million.

Third Quarter 2019 GAAP Financial Results

Total revenue was $254.3 million, a decrease of 4.2% compared to the prior quarter and an increase of 8.6% over the same period a year ago. SPS contributed $200.0 million and SSB added $54.3 million.

Total gross margin was 18.7% compared to 18.2% last quarter and 15.0% for the same period a year ago. GAAP operating margin was 3.2% compared to 3.4% last quarter and 0.4% a year ago.

Net income was $0.5 million or $0.01 per basic and diluted share. This compares to a net loss of $0.2 million or ($0.01) per basic and diluted share in the previous quarter, and net loss of $6.0 million or ($0.15) per basic and diluted share for the same period last year.

Third Quarter 2019 Non-GAAP Financial Results

Non-GAAP gross margin was 19.2% compared to 18.8% last quarter and 15.7% for the prior year. Non-GAAP operating margin was 5.8% compared to 6.2% in the previous quarter and 6.4% in the same period a year ago.

Non-GAAP net income was $8.5 million or $0.21 per diluted share. Non-GAAP net income for the prior quarter was $8.2 million, or $0.21 per diluted share and $11.9 million or $0.30 for the prior year.

The Company has provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables included in this press release.

Fourth Quarter 2019 Outlook

The Company expects revenue in the range of $260.0 million to $280.0 million and GAAP diluted net income per share to be between $0.02 and $0.04. The Company expects non-GAAP diluted net income per share to be between $0.20 and $0.30. Excluding stock-based compensation, non-GAAP net income per share is expected to be between $0.26 and $0.36.

Conference Call

The call will take place at 1:45 p.m. PT today 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 10135270. For international replay numbers, select from this link https://services.choruscall.com/ccforms/replay.html. 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 net income, 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 and the tax effects of the foregoing adjustments. In our first quarter of fiscal 2020, we will begin reporting non-GAAP net income under a new definition that excludes the foregoing adjustments, as well as the impact of stock-based compensation.

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," 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 28, 2018 as filed with the Securities and Exchange Commission and subsequently filed quarterly reports on Form 10-Q. 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 BennettoVice President Investor Relations[email protected]

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)

Three months ended

Nine months ended

September 27,

September 28,

September 27,

September 28,

2019

2018

2019

2018

Revenues

$

254,323

$

234,079

$

779,831

$

839,134

Cost of goods sold

206,819

199,084

639,361

709,270

Gross profit

47,504

34,995

140,470

129,864

Operating expenses:

Research and development

3,634

3,284

10,986

9,228

Sales and marketing

5,877

3,839

16,638

11,274

General and administrative

29,735

26,950

87,437

58,868

Total operating expenses

39,246

34,073

115,061

79,370

Income from operations

8,258

922

25,409

50,494

Interest and other income (expense), net

(3,492)

(2,766)

(15,201)

(3,249)

Income (loss) before provision for income taxes

4,766

(1,844)

10,208

47,245

Income tax provision

3,878

4,596

8,220

9,984

Net income (loss)

888

(6,440)

1,988

37,261

Net income (loss) attributable to non-controlling interest

375

(443)

1,072

(443)

Net income (loss) attributable to Ultra Clean Holdings, Inc.

$

513

$

(5,997)

$

916

$

37,704

Net income (loss) per share attributable to Ultra Clean Holdings, Inc. common stockholders:

Basic

$

0.01

$

(0.15)

$

0.02

$

0.99

Diluted

$

0.01

$

(0.15)

$

0.02

$

0.97

Shares used in computing net income (loss) per share:

Basic

39,557

38,930

39,363

38,152

Diluted

40,025

38,930

39,746

38,745

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands)

September 27,

December 28,

2019

2018

ASSETS

Current assets:

Cash and cash equivalents

$

158,690

$

144,145

Accounts receivable, net of allowance

110,388

106,956

Inventories

153,549

186,116

Prepaid expenses and other

20,283

25,708

Total current assets

442,910

462,925

Property, plant and equipment, net

143,719

143,459

Goodwill

169,557

150,226

Purchased intangibles, net

185,409

193,507

Deferred tax assets, net

12,274

10,167

Operating lease right-of-use assets

33,055

Other non-current assets

5,953

5,193

Total assets

$

992,877

$

965,477

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Bank borrowings

$

9,013

$

9,671

Accounts payable

101,008

99,011

Operating lease liabilities

11,578

Other current liabilities

41,048

30,616

Total current liabilities

162,647

139,298

Bank borrowings, net of current portion

304,172

331,549

Deferred tax liability

23,411

15,834

Operating lease liabilities

23,809

Other long-term liabilities

22,112

27,808

Total liabilities

536,151

514,489

Stockholders' equity:

Common stock

294,679

287,127

Retained earnings

150,634

149,718

Accumulated other comprehensive loss

(4,349)

(547)

Ultra Clean Holdings, Inc. stockholders' equity

440,964

436,298

Noncontrolling interest

15,762

14,690

Total stockholders' equity

456,726

450,988

Total liabilities and stockholders' equity

$

992,877

$

965,477

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)

Nine Months Ended

September 27,

September 28,

2019

2018

Cash flows from operating activities:

Net income including noncontrolling interests

$ 1,988

$ 37,261

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

32,152

10,730

Stock-based compensation

9,078

7,133

Others

(3,695)

853

Changes in assets and liabilities:

Accounts receivable

(2,376)

13,730

Inventories

42,489

37,816

Prepaid expenses and other

1,994

(6,292)

Deferred income taxes

(2,115)

68

Other non-current assets

(776)

(297)

Accounts payable

(282)

(86,699)

Accrued compensation and related benefits

8,757

5,332

Income taxes payable

(1,473)

(3,969)

Other liabilities

3,332

(335)

Net cash provided by operating activities

89,073

15,331

Cash flows from investing activities:

Purchases of property, plant and equipment

(12,665)

(15,526)

Acquisition of businesses, net of cash acquired

(29,873)

(290,462)

Proceeds from sale of equipment, including insurance proceeds

2,698

Net cash used for investing activities

(39,840)

(305,988)

Cash flows from financing activities:

Proceeds from bank borrowings

34,805

382,184

Proceeds from issuance of common stock

126

94,471

Payments on bank borrowings and finance leases

(64,534)

(78,608)

Debt issuance costs paid

(12,118)

Employees' taxes paid upon vesting of restricted stock units

(1,652)

(2,945)

Net cash provided by (used for) financing activities

(31,255)

382,984

Effect of exchange rate changes on cash and cash equivalents

(3,433)

(293)

Net increase in cash and cash equivalents

$ 14,545

$ 92,034

Cash and cash equivalents at beginning of period

144,145

68,306

Cash and cash equivalents at end of period

$ 158,690

$ 160,340

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 27, 2019

September 27, 2019

SPS

SSB

Consolidated

SPS

SSB

Consolidated

Revenues

$200,025

$54,298

$ 254,323

$200,025

$ 54,298

$ 254,323

Gross profit

$ 29,880

$17,624

$ 47,504

$ 30,163

$ 18,647

$ 48,810

Gross margin

14.9%

32.5%

18.7%

15.1%

34.3%

19.2%

Operating profit

$ 7,365

$ 893

$ 8,258

$ 9,289

$ 5,345

$ 14,634

Operating margin

3.7%

1.6%

3.2%

4.6%

9.8%

5.8%

Three months ended

September 27, 2019

SPS

SSB

Consolidated

Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in thousands)

Reported gross profit on a GAAP basis

$ 29,880

$ 17,624

$ 47,504

Amortization of intangible assets (1)

-

1,023

1,023

Restructuring charges (2)

154

-

154

Fair value adjustments (4)

129

-

129

Non-GAAP gross profit

$ 30,163

$ 18,647

$ 48,810

Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

Reported gross margin on a GAAP basis

14.9%

32.5%

18.7%

Amortization of intangible assets (1)

0.0%

1.9%

0.4%

Restructuring charges (2)

0.1%

-

0.1%

Fair value adjustments (4)

0.1%

-

0.1%

Non-GAAP gross margin

15.1%

34.3%

19.2%

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in thousands)

Reported income from operations on a GAAP basis

$ 7,365

$ 893

$ 8,258

Amortization of intangible assets (1)

1,268

3,825

5,093

Restructuring charges (2)

327

627

954

Acquisition related costs (3)

200

-

200

Fair value adjustments (4)

129

-

129

Non-GAAP income from operations

$ 9,289

$ 5,345

$ 14,634

Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

Reported operating margin on a GAAP basis

3.7%

1.6%

3.2%

Amortization of intangible assets (1)

0.6%

7.0%

2.0%

Restructuring charges (2)

0.2%

1.2%

0.4%

Acquisition related costs (3)

0.1%

0.0%

0.1%

Fair value adjustments (4)

0.1%

0.0%

0.1%

Non-GAAP operating margin

4.6%

9.8%

5.8%

1 Amortization of intangible assets related to the Company's acquisitions of AIT, Thermal, FDS, QGT and DMS

2 Represents severance costs and costs related to facility closures

3 Represents costs related to the QGT and DMS acquisitions

4 Fair value adjustment related to DMS' sold inventories

ULTRA CLEAN HOLDINGS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

Three Months Ended

September 27,

September 28,

June 28,

2019

2018

2019

Reconciliation of GAAP Net Income (loss) to Non-GAAP Net Income (in thousands)

Reported net income (loss) attributable to Ultra Clean Holdings, Inc. on a GAAP basis

$ 513

$ (5,997)

$ (202)

Amortization of intangible assets (1)

5,093

2,411

5,053

Restructuring charges (2)

1,393

1,565

774

Acquisition related costs (3)

200

9,490

1,211

Fair value adjustments (4)

129

-

766

Depreciation adjustments (5)

-

-

(360)

Product transition fees (6)

-

657

-

Disposal of business unit (7)

-

1,082

-

Income tax effect of non-GAAP adjustments (8)

(1,567)

(2,220)

(1,407)

Income tax effect of valuation allowance (9)

2,781

4,865

2,344

Non-GAAP net income attributable to Ultra Clean Holdings, Inc.

$ 8,542

$ 11,853

$ 8,179

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in thousands)

Reported income from operations on a GAAP basis

$ 8,258

$ 922

$ 8,971

Amortization of intangible assets (1)

5,093

2,411

5,053

Restructuring charges (2)

954

1,565

749

Acquisition related costs (3)

200

9,391

1,211

Fair value adjustments (4)

129

-

766

Depreciation adjustments (5)

-

-

(360)

Product transition fees (6)

-

657

-

Non-GAAP income from operations

$ 14,634

$ 14,946

$ 16,390

Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

Reported operating margin on a GAAP basis

3.2%

0.4%

3.4%

Amortization of intangible assets (1)

2.0%

1.0%

1.9%

Restructuring charges (2)

0.4%

0.7%

0.2%

Acquisition related costs (3)

0.1%

4.0%

0.5%

Fair value adjustments (4)

0.1%

0.0%

0.3%

Depreciation adjustments (5)

0.0%

0.0%

-0.1%

Product transition fees (6)

0.0%

0.3%

0.0%

Non-GAAP operating margin

5.8%

6.4%

6.2%

Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in thousands)

Reported gross profit on a GAAP basis

$ 47,504

$ 34,995

$ 48,169

Amortization of intangible assets (1)

1,023

-

1,023

Restructuring charges (2)

154

1,197

350

Fair value adjustments (4)

129

-

766

Depreciation adjustments (5)

-

-

(316)

Product transition fees (6)

-

657

-

Non-GAAP gross profit

$ 48,810

$ 36,849

$ 49,992

Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

Reported gross margin on a GAAP basis

18.7%

15.0%

18.2%

Amortization of intangible assets (1)

0.4%

0.0%

0.4%

Restructuring charges (2)

0.1%

0.4%

0.1%

Fair value adjustments (4)

0.0%

0.0%

0.2%

Depreciation adjustments (5)

0.0%

0.0%

-0.1%

Product transition fees (6)

0.0%

0.3%

0.0%

Non-GAAP gross margin

19.2%

15.7%

18.8%

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

$ (3,492)

$ (2,766)

$ (6,390)

Restructuring charges (2)

439

-

(25)

Acquisition related costs (3)

-

99

-

Disposal of business unit (7)

-

1,082

-

Non-GAAP interest and other income (expense)

$ (3,053)

$ (1,585)

$ (6,415)

1 Amortization of intangible assets related to the Company's acquisitions of AIT, Thermal, FDS, QGT and DMS

2 Represents severance costs and costs related to facility closures

3 Represents costs related to the QGT and DMS acquisitions

4 Fair value adjustment related to DMS' sold inventories

5 Depreciation adjustments related to QGT's fixed assets

6 One-time product transition payment

7 Represents the loss on disposal of the Company's 3D printing operations in Singapore

8 Tax effect of items (1) through (7) above based on the non-GAAP tax rate shown below

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.

Three Months Ended

September 27,

September 28,

June 28,

2019

2018

2019

Reconciliation of GAAP Earnings Per Diluted Share to Non-GAAP Earnings Per Diluted Share

Reported net income (loss) on a GAAP basis

$ 0.01

$ (0.15)

$ (0.01)

Amortization of intangible assets

0.13

0.06

0.13

Restructuring charges

0.03

0.04

0.02

Acquisition related costs

0.01

0.24

0.03

Fair value adjustments

-

-

0.02

Depreciation adjustments

-

-

(0.01)

Product transition fees

-

0.02

-

Disposal of business unit

-

0.03

-

Income tax effect of non-GAAP adjustments

(0.04)

(0.06)

(0.03)

Income tax effect of valuation allowance

0.07

0.12

0.06

Non-GAAP net income

$ 0.21

$ 0.30

$ 0.21

Weighted average number of diluted shares (thousands) on a non-GAAP basis

40,025

38,930

39,734

ULTRA CLEAN HOLDINGS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE

Three Months Ended

September 27,

September 28,

June 28,

2019

2018

2019

(in thousands, except percentages)

Provision for income taxes on a GAAP basis

$ 3,878

$ 4,596

$ 2,835

Income tax effect of non-GAAP adjustments (1)

1,567

2,220

1,407

Income tax effect of valuation allowance (2)

(2,781)

(4,865)

(2,344)

Non-GAAP provision for income taxes

$ 2,664

$ 1,951

$ 1,898

Income (loss) before income taxes on a GAAP basis

$ 4,766

$ (1,844)

$ 2,581

Amortization of intangible assets

5,093

2,411

5,053

Restructuring charges

1,393

1,565

774

Acquisition related costs

200

9,490

1,211

Fair value adjustments

129

-

766

Depreciation adjustments

-

-

(360)

Product transition fees

-

657

-

Disposal of business unit

-

1,082

-

Non-GAAP income before income taxes

$ 11,581

$ 13,361

$ 10,025

Effective income tax rate on a GAAP basis

81.4%

-249.2%

109.8%

Non-GAAP effective income tax rate

23.0%

14.6%

18.9%

1 Tax effect of items (1) through (7) above based on the non-GAAP tax rate

2 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.

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