HAYWARD,
Calif., Oct. 28, 2024 /PRNewswire/ -- Ultra Clean
Holdings, Inc. (Nasdaq: UCTT), today reported its financial results
for the third quarter ended September 27,
2024.
"UCT's third quarter results came in above expectations driven
by broader equipment demand for AI infrastructure build out and
sustained domestic China market
spending," said Jim Scholhamer, CEO.
"The rationale for significant long-term investment in WFE remains
strong. UCT's vertical integration capabilities and strategic
manufacturing network provide a competitive edge, and should enable
us to increase share as demand expands."
Third Quarter 2024 GAAP Financial Results
Total
revenue was $540.4 million. Products
contributed $479.0 million and
Services added $61.4 million. Total
gross margin was 17.3%, operating margin was 4.7%, and net loss was
$(2.3) million or $(0.05) per diluted share. This compares to total
revenue of $516.1 million, gross
margin of 17.1%, operating margin of 4.4%, and net income of
$19.1 million or $0.42 per diluted share, in the prior
quarter.
Third Quarter 2024 Non-GAAP Financial Results
On a
non-GAAP basis, gross margin was 17.8%, operating margin was 7.3%,
and net income was $15.9 million or
$0.35 per diluted share. This
compares to gross margin of 17.7%, operating margin of 6.9%, and
net income of $14.4 million or
$0.32 per diluted share in the prior
quarter.
Fourth Quarter 2024 Outlook
The Company expects
revenue in the range of $535 million
to $585 million. The Company expects
GAAP diluted net income per share to be between $0.06 and $0.26 and
non-GAAP diluted net income per share to be between $0.34 and $0.54.
Conference Call
The conference call and webcast will
take place on Monday, October 28,
2024 at 1:45 p.m. PT and can
be accessed by dialing 1-800-836-8184 or 1-646-357-8785. No
passcode is required. A replay of the call will be available by
dialing 1-888-660-6345 or 1-646-517-4150 and entering the
confirmation code 34185#. 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, 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 defines non-GAAP net income as net income (loss)
before amortization of intangible assets, stock-based compensation,
restructuring charges, acquisition activity costs, fair value
adjustments, debt refinancing costs, 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 29, 2023, 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
millions, except per share data)
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Nine Months
Ended
|
|
September
27,
2024
|
|
September
29,
2023
|
|
September
27,
2024
|
|
September
29,
2023
|
|
Revenues:
|
|
|
|
|
|
|
|
|
Product
|
$
479.0
|
|
$
380.9
|
|
$
1,350.2
|
|
$
1,112.0
|
|
Services
|
61.4
|
|
54.1
|
|
184.1
|
|
177.8
|
|
Total
revenues
|
540.4
|
|
435.0
|
|
1,534.3
|
|
1,289.8
|
|
Cost of
revenues:
|
|
|
|
|
|
|
|
|
Product
|
403.3
|
|
329.3
|
|
1,141.2
|
|
955.5
|
|
Services
|
43.7
|
|
40.5
|
|
128.6
|
|
128.0
|
|
Total cost
revenues
|
447.0
|
|
369.8
|
|
1,269.8
|
|
1,083.5
|
|
Gross margin
|
93.4
|
|
65.2
|
|
264.5
|
|
206.3
|
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
Research and
development
|
7.1
|
|
7.4
|
|
21.2
|
|
21.7
|
|
Sales and
marketing
|
14.4
|
|
12.8
|
|
42.9
|
|
38.6
|
|
General and
administrative
|
46.7
|
|
39.3
|
|
135.1
|
|
115.3
|
|
Total operating
expenses
|
68.2
|
|
59.5
|
|
199.2
|
|
175.6
|
|
Income from
operations
|
25.2
|
|
5.7
|
|
65.3
|
|
30.7
|
|
Interest
income
|
1.1
|
|
1.2
|
|
3.9
|
|
2.5
|
|
Interest
expense
|
(12.0)
|
|
(12.3)
|
|
(35.8)
|
|
(35.9)
|
|
Other income (expense),
net
|
(4.1)
|
|
(2.1)
|
|
9.3
|
|
(0.8)
|
|
Income before provision
for income taxes
|
10.2
|
|
(7.5)
|
|
42.7
|
|
(3.5)
|
|
Provision for income
taxes
|
9.9
|
|
5.3
|
|
28.2
|
|
17.1
|
|
Net income
(loss)
|
0.3
|
|
(12.8)
|
|
14.5
|
|
(20.6)
|
|
Less: Net income
attributable to noncontrolling interests
|
2.6
|
|
1.7
|
|
7.1
|
|
6.7
|
|
Net income (loss)
attributable to UCT
|
$
(2.3)
|
|
$
(14.5)
|
|
$
7.4
|
|
$
(27.3)
|
|
|
|
|
|
|
|
|
|
Net income (loss) per
share attributable to UCT common stockholders:
|
|
Basic
|
$
(0.05)
|
|
$
(0.32)
|
|
$
0.16
|
|
$
(0.61)
|
|
Diluted
|
$
(0.05)
|
|
$
(0.32)
|
|
$
0.16
|
|
$
(0.61)
|
|
Shares used in
computing net income (loss) per share:
|
|
Basic
|
45.0
|
|
44.8
|
|
44.8
|
|
44.8
|
|
Diluted
|
45.0
|
|
44.8
|
|
45.4
|
|
44.8
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|
(Unaudited; in
millions)
|
|
|
|
|
|
September
27,
2024
|
|
December
29,
2023
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
318.2
|
|
$
307.0
|
|
Accounts receivable,
net of allowance for credit losses
|
228.1
|
|
180.8
|
|
Inventories
|
402.6
|
|
374.5
|
|
Prepaid expenses and
other current assets
|
36.9
|
|
30.9
|
|
Total current
assets
|
985.8
|
|
893.2
|
|
Property, plant and
equipment, net
|
327.7
|
|
328.3
|
|
Goodwill
|
265.3
|
|
265.2
|
|
Intangible assets,
net
|
192.4
|
|
215.3
|
|
Deferred tax assets,
net
|
3.6
|
|
3.1
|
|
Operating lease
right-of-use assets
|
162.2
|
|
151.7
|
|
Other non-current
assets
|
10.5
|
|
10.9
|
|
Total
assets
|
$
1,947.5
|
|
$
1,867.7
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Bank
borrowings
|
$
16.4
|
|
$
17.6
|
|
Accounts
payable
|
233.2
|
|
192.9
|
|
Accrued compensation
and related benefits
|
47.9
|
|
47.7
|
|
Operating lease
liabilities
|
19.0
|
|
18.1
|
|
Other current
liabilities
|
42.3
|
|
33.7
|
|
Total current
liabilities
|
358.8
|
|
310.0
|
|
Bank borrowings, net of
current portion
|
475.8
|
|
461.2
|
|
Deferred tax
liabilities
|
18.9
|
|
19.0
|
|
Operating lease
liabilities
|
155.6
|
|
143.0
|
|
Other
liabilities
|
16.0
|
|
37.3
|
|
Total
liabilities
|
1,025.1
|
|
970.5
|
|
Equity:
|
|
|
|
|
UCT stockholders'
equity:
|
|
|
|
|
Common
stock
|
507.7
|
|
496.6
|
|
Retained
earnings
|
354.1
|
|
346.7
|
|
Accumulated other
comprehensive loss
|
(3.9)
|
|
(4.4)
|
|
Total UCT
stockholders' equity
|
857.9
|
|
838.9
|
|
Noncontrolling
interests
|
64.5
|
|
58.3
|
|
Total
equity
|
922.4
|
|
897.2
|
|
Total liabilities and
equity
|
$
1,947.5
|
|
$
1,867.7
|
|
|
|
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(Unaudited; in
millions)
|
|
|
|
|
|
Nine Months
Ended
|
|
September
27,
2024
|
|
September
29,
2023
|
|
Cash flows from
operating activities:
|
|
|
|
|
Net income
(loss)
|
$
14.5
|
|
$
(20.6)
|
|
Adjustments to
reconcile net income (loss) to net cash provided by operating
activities:
|
|
|
|
|
Depreciation and
amortization
|
34.1
|
|
27.9
|
|
Amortization of
intangible assets
|
22.9
|
|
16.9
|
|
Stock-based
compensation
|
12.7
|
|
8.7
|
|
Amortization of debt
issuance costs
|
2.4
|
|
2.9
|
|
Change in the fair
value of financial instruments
|
(21.7)
|
|
(0.3)
|
|
Deferred income
taxes
|
(1.2)
|
|
0.1
|
|
Loss (gain) on sale of
property, plant and equipment
|
1.2
|
|
(1.1)
|
|
Changes in assets and
liabilities:
|
|
|
|
|
Accounts
receivable
|
(47.3)
|
|
83.2
|
|
Inventories
|
(28.1)
|
|
65.6
|
|
Prepaid expenses and
other current assets
|
(2.9)
|
|
7.5
|
|
Other non-current
assets
|
0.6
|
|
0.8
|
|
Accounts
payable
|
46.1
|
|
(61.2)
|
|
Accrued compensation
and related benefits
|
0.2
|
|
(11.8)
|
|
Income taxes
payable
|
1.4
|
|
(8.9)
|
|
Operating lease assets
and liabilities
|
8.1
|
|
(3.7)
|
|
Other
liabilities
|
4.9
|
|
(5.4)
|
|
Net cash provided by
operating activities
|
47.9
|
|
100.6
|
|
Cash flows from
investing activities:
|
|
|
|
|
Purchases of property,
plant and equipment
|
(46.2)
|
|
(59.2)
|
|
Proceeds from sale of
equipment
|
—
|
|
2.3
|
|
Net cash used in
investing activities
|
(46.2)
|
|
(56.9)
|
|
Cash flows from
financing activities:
|
|
|
|
|
Proceeds from bank
borrowings
|
67.7
|
|
—
|
|
Proceeds from issuance
of common stock
|
0.9
|
|
—
|
|
Extinguishment of
debt
|
(44.2)
|
|
—
|
|
Principal payments on
bank borrowings
|
(10.1)
|
|
(34.7)
|
|
Payment of debt
issuance costs
|
(2.5)
|
|
(0.3)
|
|
Employees' taxes paid
upon vesting of restricted stock units
|
(2.5)
|
|
(2.2)
|
|
Payments of dividends
to a joint venture shareholder
|
(0.5)
|
|
(0.1)
|
|
Repurchase of
shares
|
—
|
|
(23.7)
|
|
Net cash provided by
(used in) financing activities
|
8.8
|
|
(61.0)
|
|
Effect of exchange rate
changes on cash and cash equivalents
|
0.7
|
|
0.5
|
|
Net increase (decrease)
in cash and cash equivalents
|
11.2
|
|
(16.8)
|
|
Cash and cash
equivalents at beginning of period
|
307.0
|
|
358.8
|
|
Cash and cash
equivalents at end of period
|
$
318.2
|
|
$
342.0
|
|
ULTRA CLEAN HOLDINGS, INC.
|
|
REPORTABLE SEGMENTS
|
|
GAAP TO NON-GAAP RECONCILIATION
|
|
(Unaudited; dollars in
millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP
|
|
Non-GAAP
|
|
Three Months Ended
|
|
Three Months Ended
|
|
September 27,
2024
|
|
September 27,
2024
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Revenues
|
$
479.0
|
|
$
61.4
|
|
$ 540.4
|
|
$
479.0
|
|
$
61.4
|
|
$ 540.4
|
|
Gross profit
|
$ 75.7
|
|
$
17.7
|
|
$
93.4
|
|
$ 77.3
|
|
$
18.7
|
|
$
96.0
|
|
Gross margin
|
15.8 %
|
|
28.8 %
|
|
17.3 %
|
|
16.1 %
|
|
30.5 %
|
|
17.8 %
|
|
Income from
operations
|
$ 22.4
|
|
$ 2.8
|
|
$
25.2
|
|
$ 33.3
|
|
$ 6.2
|
|
$
39.5
|
|
Operating
margin
|
4.7 %
|
|
4.6 %
|
|
4.7 %
|
|
7.0 %
|
|
10.1 %
|
|
7.3 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
|
|
|
September 27,
2024
|
|
|
|
|
|
|
|
Products
|
|
Services
|
|
Consolidated
|
|
Reconciliation of GAAP
Gross profit to Non-GAAP Gross profit (in millions)
|
|
Reported gross profit
on a GAAP basis
|
|
$ 75.7
|
|
$
17.7
|
|
$
93.4
|
|
Amortization of
intangible assets (1)
|
|
1.3
|
|
1.0
|
|
2.3
|
|
Stock-based
compensation expense (2)
|
|
0.3
|
|
—
|
|
0.3
|
|
Non-GAAP gross
profit
|
|
$ 77.3
|
|
$
18.7
|
|
$
96.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Gross margin to Non-GAAP Gross margin
|
|
Reported gross margin
on a GAAP basis
|
|
15.8 %
|
|
28.8 %
|
|
17.3 %
|
|
Amortization of
intangible assets (1)
|
|
0.2 %
|
|
1.7 %
|
|
0.4 %
|
|
Stock-based
compensation expense (2)
|
|
0.1 %
|
|
— %
|
|
0.1 %
|
|
Non-GAAP gross
margin
|
|
16.1 %
|
|
30.5 %
|
|
17.8 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Income from operations to Non-GAAP Income from operations (in
millions)
|
|
Reported income from
operations on a GAAP basis
|
|
$ 22.4
|
|
$ 2.8
|
|
$
25.2
|
|
Amortization of
intangible assets (1)
|
|
4.7
|
|
2.9
|
|
7.6
|
|
Stock-based
compensation expense (2)
|
|
4.0
|
|
0.5
|
|
4.5
|
|
Restructuring charges
(3)
|
|
0.3
|
|
—
|
|
0.3
|
|
Acquisition related
costs (4)
|
|
0.6
|
|
—
|
|
0.6
|
|
Legal-related costs
(5)
|
|
1.3
|
|
—
|
|
1.3
|
|
Non-GAAP income from
operations
|
|
$ 33.3
|
|
$ 6.2
|
|
$
39.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Operating margin to Non-GAAP Operating margin
|
|
Reported operating
margin on a GAAP basis
|
|
4.7 %
|
|
4.6 %
|
|
4.7 %
|
|
Amortization of
intangible assets (1)
|
|
1.0 %
|
|
4.7 %
|
|
1.4 %
|
|
Stock-based
compensation expense (2)
|
|
0.8 %
|
|
0.8 %
|
|
0.8 %
|
|
Restructuring charges
(3)
|
|
0.1 %
|
|
— %
|
|
0.1 %
|
|
Acquisition related
costs (4)
|
|
0.1 %
|
|
— %
|
|
0.1 %
|
|
Legal-related costs
(5)
|
|
0.3 %
|
|
— %
|
|
0.2 %
|
|
Non-GAAP operating
margin
|
|
7.0 %
|
|
10.1 %
|
|
7.3 %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
Amortization of intangible assets related to the Company's business
acquisitions
|
|
2
Represents compensation expense for stock granted to employees and
directors
|
|
3
Represents severance, retention and costs related to facility
closures
|
|
4
Represents acquisition activity costs
|
|
5
Represents estimated costs related to certain legal
proceedings
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
UNAUDITED
RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
September
27,
2024
|
|
September
29,
2023
|
|
June
28,
2024
|
|
Reconciliation of GAAP
Net Income (Loss) to Non-GAAP Net Income (in millions)
|
|
Reported net income
(loss) attributable to UCT on a GAAP basis
|
(2.3)
|
|
$
(14.5)
|
|
$ 19.1
|
|
Amortization of
intangible assets (1)
|
7.6
|
|
5.5
|
|
7.6
|
|
Stock-based
compensation expense (2)
|
4.5
|
|
3.9
|
|
4.7
|
|
Restructuring charges
(3)
|
0.3
|
|
3.2
|
|
0.5
|
|
Acquisition related
costs (4)
|
0.6
|
|
0.7
|
|
—
|
|
Fair value related
adjustments (5)
|
0.8
|
|
—
|
|
(24.1)
|
|
Debt refinancing costs
expensed (6)
|
—
|
|
—
|
|
3.6
|
|
Legal-related costs
(7)
|
1.3
|
|
—
|
|
—
|
|
Income tax effect of
non-GAAP adjustments (8)
|
(4.1)
|
|
(5.0)
|
|
1.9
|
|
Income tax effect of
valuation allowance (9)
|
7.2
|
|
8.2
|
|
1.1
|
|
Non-GAAP net income
attributable to UCT
|
$
15.9
|
|
$
2.0
|
|
$ 14.4
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Income from operations to Non-GAAP Income from operations (in
millions)
|
|
Reported income from
operations on a GAAP basis
|
$
25.2
|
|
$
5.7
|
|
$ 22.9
|
|
Amortization of
intangible assets (1)
|
7.6
|
|
5.5
|
|
7.6
|
|
Stock-based
compensation expense (2)
|
4.5
|
|
3.9
|
|
4.7
|
|
Restructuring charges
(3)
|
0.3
|
|
3.2
|
|
0.5
|
|
Acquisition related
costs (4)
|
0.6
|
|
0.7
|
|
—
|
|
Legal-related costs
(7)
|
1.3
|
|
—
|
|
—
|
|
Non-GAAP income from
operations
|
$
39.5
|
|
$
19.0
|
|
$ 35.7
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Operating margin to Non-GAAP Operating margin
|
|
Reported operating
margin on a GAAP basis
|
4.7 %
|
|
1.3 %
|
|
4.4 %
|
|
Amortization of
intangible assets (1)
|
1.4 %
|
|
1.3 %
|
|
1.5 %
|
|
Stock-based
compensation expense (2)
|
0.8 %
|
|
0.9 %
|
|
0.9 %
|
|
Restructuring charges
(3)
|
0.1 %
|
|
0.7 %
|
|
0.1 %
|
|
Acquisition related
costs (4)
|
0.1 %
|
|
0.2 %
|
|
— %
|
|
Legal-related costs
(7)
|
0.2 %
|
|
— %
|
|
— %
|
|
Non-GAAP operating
margin
|
7.3 %
|
|
4.4 %
|
|
6.9 %
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Gross profit to Non-GAAP Gross profit (in millions)
|
|
Reported gross profit
on a GAAP basis
|
$
93.4
|
|
$
65.2
|
|
$ 88.5
|
|
Amortization of
intangible assets (1)
|
2.3
|
|
1.5
|
|
2.3
|
|
Stock-based
compensation expense (2)
|
0.3
|
|
0.2
|
|
0.5
|
|
Restructuring charges
(3)
|
—
|
|
0.7
|
|
0.2
|
|
Non-GAAP gross
profit
|
$
96.0
|
|
$
67.6
|
|
$ 91.5
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Gross margin to Non-GAAP Gross margin
|
|
Reported gross margin
on a GAAP basis
|
17.3 %
|
|
15.0 %
|
|
17.1 %
|
|
Amortization of
intangible assets (1)
|
0.4 %
|
|
0.3 %
|
|
0.5 %
|
|
Stock-based
compensation expense (2)
|
0.1 %
|
|
0.0 %
|
|
0.1 %
|
|
Restructuring charges
(3)
|
— %
|
|
0.2 %
|
|
0.0 %
|
|
Non-GAAP gross
margin
|
17.8 %
|
|
15.5 %
|
|
17.7 %
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Other income (expense), net to Non-GAAP Other income (expense), net
(in millions)
|
|
Reported Other income
(expense), net on a GAAP basis
|
$
(4.1)
|
|
$
(2.1)
|
|
$ 17.4
|
|
Fair value related
adjustments (5)
|
0.8
|
|
—
|
|
(24.1)
|
|
Debt refinancing costs
expensed (6)
|
—
|
|
—
|
|
3.6
|
|
Non-GAAP Other income
(expense), net
|
$
(3.3)
|
|
$
(2.1)
|
|
$ (3.1)
|
|
|
|
|
|
|
|
Reconciliation of GAAP
Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted
Share
|
|
Reported net income
(loss) on a GAAP basis
|
$
(0.05)
|
|
$
(0.32)
|
|
$ 0.42
|
|
Amortization of
intangible assets (1)
|
0.17
|
|
0.12
|
|
0.17
|
|
Stock-based
compensation expense (2)
|
0.10
|
|
0.09
|
|
0.10
|
|
Restructuring charges
(3)
|
0.00
|
|
0.07
|
|
0.01
|
|
Acquisition related
costs (4)
|
0.01
|
|
0.02
|
|
—
|
|
Fair value related
adjustments (5)
|
0.02
|
|
—
|
|
(0.53)
|
|
Debt refinancing costs
expensed (6)
|
—
|
|
—
|
|
0.08
|
|
Legal-related costs
(7)
|
0.03
|
|
—
|
|
—
|
|
Income tax effect of
non-GAAP adjustments (8)
|
(0.09)
|
|
(0.11)
|
|
0.04
|
|
Income tax effect of
valuation allowance (9)
|
0.16
|
|
0.17
|
|
0.03
|
|
Non-GAAP net
earnings
|
$
0.35
|
|
$
0.04
|
|
$ 0.32
|
|
Weighted average number
of diluted shares (in millions) on a non-GAAP basis
|
45.5
|
|
45.0
|
|
45.4
|
|
|
|
|
|
|
|
|
ULTRA CLEAN
HOLDINGS, INC.
|
|
UNAUDITED
RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX
RATE
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
September
27,
2024
|
|
September
29,
2023
|
|
June
28,
2024
|
|
Provision for income
taxes on a GAAP basis
|
$
9.9
|
|
$
5.3
|
|
$ 8.5
|
|
Income tax effect of
non-GAAP adjustments (8)
|
4.1
|
|
5.0
|
|
(1.9)
|
|
Income tax effect of
valuation allowance (9)
|
(7.2)
|
|
(8.2)
|
|
(1.1)
|
|
Non-GAAP provision for
income taxes
|
$
6.8
|
|
$
2.2
|
|
$ 5.5
|
|
|
|
|
|
|
|
Income before income
taxes on a GAAP basis
|
$
10.2
|
|
$
(7.5)
|
|
$ 30.0
|
|
Amortization of
intangible assets (1)
|
7.6
|
|
5.5
|
|
7.6
|
|
Stock-based
compensation expense (2)
|
4.5
|
|
3.9
|
|
4.7
|
|
Restructuring charges
(3)
|
0.3
|
|
3.2
|
|
0.5
|
|
Acquisition related
costs (4)
|
0.6
|
|
0.7
|
|
—
|
|
Fair value related
adjustments (5)
|
0.8
|
|
—
|
|
(24.1)
|
|
Debt refinancing costs
expensed (6)
|
—
|
|
—
|
|
3.6
|
|
Legal-related costs
(7)
|
1.3
|
|
—
|
|
—
|
|
Non-GAAP income before
income taxes
|
$
25.3
|
|
$
5.8
|
|
$ 22.3
|
|
Effective income tax
rate on a GAAP basis
|
97.1 %
|
|
(70.7) %
|
|
28.3 %
|
|
Non-GAAP effective
income tax rate
|
27.1 %
|
|
37.3 %
|
|
24.7 %
|
|
|
|
|
|
|
|
1
Amortization of intangible assets related to the Company's business
acquisitions
|
|
2
Represents compensation expense for stock granted to employees and
directors
|
|
3
Represents severance, retention and costs related to facility
closures
|
|
4
Represents acquisition activity costs
|
|
5
Fair value adjustments related to contingent
consideration
|
|
6
Represents the third party transaction costs related to the amended
credit agreement and the previously capitalized
costs of extinguished debt
|
|
7
Represents estimated costs related to certain legal
proceedings
|
|
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.
