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Ultra Clean Reports Second Quarter Financial Results

July 28, 2022 4:05 PM

HAYWARD, Calif., July 28, 2022 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the second quarter ended July 1, 2022.

"We continue to see solid, broad-based demand for our diverse portfolio of products and services," said Jim Scholhamer, CEO. "This diversity enhances our competitive advantage by increasing our resilience to fluctuations in any one segment. Together with our ability to partner closely with customers to respond to ever-changing market conditions, we are well positioned to continue growing our share in our served markets."

Second Quarter 2022 GAAP Financial Results

Total revenue was $608.7 million. Products contributed $532.0 million and Services added $76.7 million. Total gross margin was 19.4%, operating margin was (0.9)%, and net loss was $25.1 million or $0.56 per share. This compares to total revenue of $564.1 million, gross margin of 20.2%, operating margin of 8.1%, and net income of $27.9 million or $0.62 and $0.61 per basic and diluted share, respectively, in the prior quarter. The financial results for the second quarter include a $56.6 million pre-tax loss related to the divestiture of certain non-core subsidiary entities.

Second Quarter 2022 Non-GAAP Financial Results

On a non-GAAP basis, gross margin was 20.3%, operating margin was 11.1%, and net income was $47.4 million or $1.04 per diluted share. This compares to gross margin of 20.5%, operating margin of 10.9%, and net income of $43.3 million or $0.95 per diluted share in the prior quarter.

Third Quarter 2022 Outlook

The Company expects revenue in the range of $585 million to $645 million and GAAP diluted net income per share to be between $0.32 and $0.55. The Company expects non-GAAP diluted net income per share to be between $0.94 and $1.18.

Conference Call

The conference call and webcast will take place on Thursday, July 28th 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 6271791. 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, loss on divestitures, fair value adjustments, depreciation adjustments, stock-based compensation, certain insurance proceeds, gain on sale of property, legal related costs and the tax effects of the foregoing adjustments.

A reconciliation of our guidance for non-GAAP net income per diluted share for the subsequent quarter is not available due to fluctuations in the geographic mix of our earnings from quarter to quarter, which impacts our tax rate and cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and we are unable to determine the probable significance of the unavailable information.

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "projection," "outlook," "forecast," "believes," "plan," "expect," "future," "intends," "may," "will," "estimates," "see," "predicts," "should" and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company's actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 31, 2021 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 BennettoSVP Investor Relations[email protected]

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)

Three Months Ended

Six Months Ended

July 1,

June 25,

July 1,

June 25,

2022

2021

2022

2021

Revenues:

Product

$

532,016

$

442,515

$

1,018,847

$

788,131

Services

76,681

72,685

153,994

144,696

Total revenues

608,697

515,200

1,172,841

932,827

Cost of revenues:

Product

441,119

367,919

840,658

651,488

Services

49,211

47,398

100,088

94,518

Total cost of revenues

490,330

415,317

940,746

746,006

Gross profit

118,367

99,883

232,095

186,821

Operating expenses:

Research and development

7,239

6,066

14,078

10,274

Sales and marketing

13,854

12,652

27,651

20,260

General and administrative

46,143

49,218

93,524

83,930

Net loss on divestitures

56,642

-

56,642

-

Total operating expenses

123,878

67,936

191,895

114,464

Income (loss) from operations

(5,511)

31,947

40,200

72,357

Interest income

125

59

190

157

Interest expense

(7,277)

(7,059)

(13,691)

(10,664)

Other income (expense), net

(365)

(711)

(361)

(4,974)

Income (loss) before provision for income taxes

(13,028)

24,236

26,338

56,876

Provision for income taxes

8,708

6,221

17,250

13,236

Net income (loss)

(21,736)

18,015

9,088

43,640

Less: Net income attributable to noncontrolling interests

3,357

917

6,253

1,545

Net income (loss) attributable to UCT

$

(25,093)

$

17,098

$

2,835

$

42,095

Net income (loss) per share attributable to UCT common stockholders:

Basic

$

(0.56)

$

0.39

$

0.06

$

1.00

Diluted

$

(0.56)

$

0.39

$

0.06

$

0.98

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

Basic

45,176

43,328

45,056

41,946

Diluted

45,176

44,253

45,655

42,948

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands)

July 1,

December 31,

2022

2021

ASSETS

Current assets:

Cash and cash equivalents

$

421,364

$

466,455

Accounts receivable, net of allowance

243,815

250,147

Inventories

405,065

379,235

Prepaid expenses and other current assets

41,520

41,260

Total current assets

1,111,764

1,137,097

Property, plant and equipment, net

248,583

242,347

Goodwill

250,731

270,044

Intangible assets, net

207,390

245,696

Deferred tax assets, net

37,174

37,607

Operating lease right-of-use assets

79,191

83,357

Other non-current assets

10,533

9,242

Total assets

$

1,945,366

$

2,025,390

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Bank borrowings

$

22,334

$

22,071

Accounts payable

259,362

332,897

Accrued compensation and related benefits

51,412

46,790

Operating lease liabilities

15,437

17,299

Other current liabilities

47,592

50,060

Total current liabilities

396,137

469,117

Bank borrowings, net of current portion

524,030

529,919

Deferred tax liabilities

55,100

54,889

Operating lease liabilities

62,070

65,923

Other liabilities

13,315

12,894

Total liabilities

1,050,652

1,132,742

Equity:

UCT stockholders' equity:

Common stock

518,000

511,628

Retained earnings

340,252

337,417

Accumulated other comprehensive gain (loss)

(13,308)

(167)

Total UCT stockholders' equity

844,944

848,878

Non-controlling interest

49,770

43,770

Total equity

894,714

892,648

Total liabilities and stockholders' equity

$

1,945,366

$

2,025,390

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)

Six Months Ended

July 1,

June 25,

2022

2021

Cash flows from operating activities:

Net income

$

9,088

$

43,640

Adjustments to reconcile net income to net cash provided by operating activities (excluding assets acquired and liabilities assumed):

Depreciation and amortization

37,671

30,906

Stock-based compensation

10,112

7,169

Deferred income taxes

1,130

877

Change in the fair value of financial instruments

(1,144)

12,987

Gain from insurance proceeds

(7,332)

Net loss on divestitures

56,642

Others

(142)

231

Changes in assets and liabilities, net of effects of acquisitions and divestitures:

Accounts receivable

609

(13,254)

Inventories

(43,170)

(41,271)

Prepaid expenses and other current assets

(2,520)

(328)

Other non-current assets

(1,767)

(713)

Accounts payable

(50,984)

80,768

Accrued compensation and related benefits

5,246

(1,084)

Operating lease assets and liabilities

(2,259)

(575)

Income taxes payable

(2,544)

948

Other liabilities

2,501

3,756

Net cash provided by operating activities

18,469

116,725

Cash flows from investing activities:

Purchases of property, plant and equipment

(46,524)

(22,702)

Proceeds from sale of property and equipment, including insurance proceeds

376

7,399

Divestiture of subsidiaries

(3,784)

Acquisition of business, net of cash acquired

(355,155)

Net cash used in investing activities

(49,932)

(370,458)

Cash flows from financing activities:

Proceeds from bank borrowings

4,655

371,486

Proceeds from issuance of common stock

193,138

Payments on bank borrowings and finance leases

(10,525)

(43,370)

Payments of debt issuance costs

(8,899)

Employees' taxes paid upon vesting of restricted stock units

(3,740)

(7,013)

Others

(253)

(128)

Net cash provided by (used in) financing activities

(9,863)

505,214

Effect of exchange rate changes on cash and cash equivalents

(3,765)

(354)

Net increase (decrease) in cash and cash equivalents

(45,091)

251,127

Cash and cash equivalents at beginning of period

466,455

200,274

Cash and cash equivalents at end of period

$

421,364

$

451,401

ULTRA CLEAN HOLDINGS, INC.

REPORTABLE SEGMENTS

GAAP TO NON-GAAP RECONCILIATION

(Unaudited; dollars in thousands)

GAAP

Non-GAAP

Three Months Ended

Three Months Ended

July 1, 2022

July 1, 2022

Products

Services

Consolidated

Products

Services

Consolidated

Revenues

$

532,016

$

76,681

$

608,697

$

532,016

$

76,681

$

608,697

Gross profit

$

90,897

$

27,470

$

118,367

$

94,819

$

28,492

$

123,311

Gross margin

17.1 %

35.8 %

19.4 %

17.8 %

37.2 %

20.3 %

Income from operations

$

(14,445)

$

8,934

$

(5,511)

$

54,429

$

12,961

$

67,390

Operating margin

-2.7 %

11.7 %

-0.9 %

10.2 %

16.9 %

11.1 %

Three Months Ended

July 1, 2022

Products

Services

Consolidated

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

Reported gross profit on a GAAP basis

$

90,897

$

27,470

$

118,367

Amortization of intangible assets (1)

603

1,022

1,625

Stock-based compensation expense (3)

405

405

Covid-19 related costs (4)

2,914

2,914

Non-GAAP gross profit

$

94,819

$

28,492

$

123,311

Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

Reported gross margin on a GAAP basis

17.1 %

35.8 %

19.4 %

Amortization of intangible assets (1)

0.1 %

1.4 %

0.3 %

Stock-based compensation expense (3)

0.1 %

0.1 %

Covid-19 related costs (4)

0.5 %

0.5 %

Non-GAAP gross margin

17.8 %

37.2 %

20.3 %

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

Reported income (loss) from operations on a GAAP basis

$

(14,445)

$

8,934

$

(5,511)

Amortization of intangible assets (1)

4,019

3,647

7,666

Restructuring charges (2)

1,134

1,134

Stock-based compensation expense (3)

4,005

380

4,385

Covid-19 related costs (4)

2,914

2,914

Acquisition related costs (5)

160

160

Net loss on divestitures (6)

56,642

56,642

Non-GAAP income from operations

$

54,429

$

12,961

$

67,390

Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

Reported operating margin on a GAAP basis

-2.7 %

11.7 %

-0.9 %

Amortization of intangible assets (1)

0.8 %

4.8 %

1.3 %

Restructuring charges (2)

0.2 %

0.0 %

0.2 %

Stock-based compensation expense (3)

0.8 %

0.4 %

0.7 %

Covid-19 related costs (4)

0.5 %

0.0 %

0.5 %

Acquisition related costs (5)

0.0 %

0.0 %

0.0 %

Net loss on divestitures (6)

10.6 %

0.0 %

9.3 %

Non-GAAP operating margin

10.2 %

16.9 %

11.1 %

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 Covid-19 related expenses incurred during the period

5 Represents costs related to the acquisition of Ham-Let

6 Represents the net loss on the divestiture of certain non-core subsidiary entities

ULTRA CLEAN HOLDINGS, INC.

UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

Three Months Ended

July 1,

June 25,

April 1,

2022

2021

2022

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

Reported net income (loss) attributable to UCT on a GAAP basis

$

(25,093)

$

17,098

$

27,930

Amortization of intangible assets (1)

7,666

9,511

8,052

Restructuring charges (2)

1,134

(28)

49

Stock-based compensation expense (3)

4,385

3,724

5,449

Legal-related costs (4)

2,200

Acquisition related costs (5)

160

8,093

172

Fair value related adjustments (6)

8,583

Covid-19 related costs (7)

2,914

Net loss on divestitures (8)

56,642

Income tax effect of non-GAAP adjustments (9)

(11,081)

(5,259)

(2,611)

Income tax effect of valuation allowance (10)

10,688

1,956

2,084

Non-GAAP net income attributable to UCT

$

47,415

$

43,678

$

43,325

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

Reported income (loss) from operations on a GAAP basis

$

(5,511)

$

31,947

$

45,711

Amortization of intangible assets (1)

7,666

9,511

8,052

Restructuring charges (2)

1,134

(28)

49

Stock-based compensation expense (3)

4,385

3,724

5,449

Legal-related costs (4)

2,200

Acquisition related costs (5)

160

8,093

172

Fair value related adjustments (6)

7,183

Covid-19 related costs (7)

2,914

Net loss on divestitures (8)

56,642

Non-GAAP income from operations

$

67,390

$

60,430

$

61,633

Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

Reported operating margin on a GAAP basis

-0.9 %

6.2 %

8.1 %

Amortization of intangible assets (1)

1.3 %

1.8 %

1.4 %

Restructuring charges (2)

0.2 %

0.0 %

Stock-based compensation expense (3)

0.7 %

0.7 %

1.0 %

Legal-related costs (4)

0.4 %

Acquisition related costs (5)

0.0 %

1.6 %

Fair value related adjustments (6)

1.4 %

Covid-19 related costs (7)

0.5 %

Net loss on divestitures (8)

9.3 %

Non-GAAP operating margin

11.1 %

11.7 %

10.9 %

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

Reported gross profit on a GAAP basis

$

118,367

$

99,883

$

113,728

Amortization of intangible assets (1)

1,625

1,680

1,680

Restructuring charges (2)

201

Stock-based compensation expense (3)

405

414

477

Fair value related adjustments (6)

7,183

Covid-19 related costs (7)

2,914

Non-GAAP gross profit

$

123,311

$

109,361

$

115,885

Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

Reported gross margin on a GAAP basis

19.4 %

19.4 %

20.2 %

Amortization of intangible assets (1)

0.3 %

0.3 %

0.2 %

Restructuring charges (2)

Stock-based compensation expense (3)

0.1 %

0.1 %

0.1 %

Fair value related adjustments (6)

1.4 %

Covid-19 related costs (7)

0.5 %

Non-GAAP gross margin

20.3 %

21.2 %

20.5 %

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

$

(7,517)

$

(7,711)

$

(6,343)

Fair value related adjustments (6)

1,400

Non-GAAP interest and other income (expense)

$

(7,517)

$

(6,311)

$

(6,343)

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

Reported net income (loss) on a GAAP basis

$

(0.56)

$

0.39

$

0.61

Amortization of intangible assets (1)

0.17

0.22

0.18

Restructuring charges (2)

0.03

0.00

Stock-based compensation expense (3)

0.10

0.09

0.12

Legal-related costs (4)

0.05

Acquisition related costs (5)

0.01

0.18

Fair value related adjustments (6)

0.19

Covid-19 related costs (7)

0.06

Net loss on divestitures (8)

1.24

Income tax effect of non-GAAP adjustments (9)

(0.24)

(0.12)

(0.06)

Income tax effect of valuation allowance (10)

0.23

0.04

0.05

Non-GAAP net income

$

1.04

$

0.99

$

0.95

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

45,637

44,253

45,593

ULTRA CLEAN HOLDINGS, INC.

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

Three Months Ended

July 1,

June 25,

April 1,

2022

2021

2022

(in thousands, except percentages)

Provision for income taxes on a GAAP basis

$

8,708

$

6,221

$

8,542

Income tax effect of non-GAAP adjustments (9)

11,081

5,259

2,611

Income tax effect of valuation allowance (10)

(10,688)

(1,956)

(2,084)

Non-GAAP provision for income taxes

$

9,101

$

9,524

$

9,069

Income (loss) before income taxes on a GAAP basis

$

(13,028)

$

24,236

$

39,368

Amortization of intangible assets (1)

7,666

9,511

8,052

Restructuring charges (2)

1,134

(28)

49

Stock-based compensation expense (3)

4,385

3,724

5,449

Legal-related costs (4)

2,200

Acquisition related costs (5)

160

8,093

172

Fair value related adjustments (6)

8,583

Covid-19 related costs (7)

2,914

Net loss on divestitures (8)

56,642

Non-GAAP income before income taxes

$

59,873

$

54,119

$

55,290

Effective income tax rate on a GAAP basis

-66.8 %

25.7 %

21.7 %

Non-GAAP effective income tax rate

15.2 %

17.6 %

16.4 %

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 Represents estimated costs related to legal proceedings

5 Represents costs related to the acquisition of Ham-Let

6 Adjustments related to the fair values of inventories related to Ham-let and purchase obligation related to QGT

7 Covid-19 related costs incurred during the period

8 Represents the net loss on the divestiture of certain non-core subsidiary entities

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

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SOURCE Ultra Clean Holdings, Inc.

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