Ultra Clean Reports Third Quarter 2018 Financial Results

HAYWARD, Calif., Nov. 6, 2018 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems, ultra-high purity cleaning and analytical services for the semiconductor and display capital equipment industries, today reported its financial results for the third quarter ended September 28, 2018.

"The addition of a new, recurring revenue stream from Quantum late in the third quarter helped to offset the pause in the semiconductor capital equipment investment cycle," said Jim Scholhamer, CEO. "By expanding our core products and systems business to include a services component, we can play a larger, more vital role creating and capturing value for our existing and new top-tier OEM and IDM customers. We remain very positive on the industry's long-term drivers and will continue to execute on our growth strategy, extending our position as a leading supplier to the semiconductor market."

GAAP Financial Results

The financial information presented for the third quarter of 2018 includes five weeks of operations of Quantum Global Technologies, which UCT acquired on August 27, 2018.

Total revenue for the third quarter was $234.1 million, a decrease of 19.3% compared to the second quarter and a decrease of 3.5% compared to the same period a year ago.

Gross margin was 15.0% compared to 15.9% last quarter and 17.6% a year ago. Operating margin was 0.4% compared to 7.8% last quarter and 9.6% for the same period last year.

Net loss for the third quarter was $6.0 million or $0.15 per basic and diluted share compared to net income of $19.0 million or $0.49 and $0.48 per basic and diluted share in the previous quarter, and net income of $19.7 million or $0.59 and $0.57 per basic and diluted share last year.

Cash and cash equivalents at the end of the third quarter were $160.3 million, an increase of $19.2 million compared to the second quarter.

Non-GAAP Financial Results

Non-GAAP net income was $11.9 million, or $0.30 per diluted share. This compares to non-GAAP net income of $21.5 million or $0.55 per diluted share in the previous quarter and non-GAAP net income of $21.3 million or $0.62 for the prior year.

Non-GAAP operating margin was 6.4% compared to 8.7% in the previous quarter and 10.1% in the same period a year ago.

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 2018 Outlook

The Company expects revenue to be between $240 million to $260 million and GAAP diluted net income per share to be in the range of $0.20 to $0.30. The Company expects non-GAAP net income per diluted share to be in the range of $0.22 to $0.32.

Conference Call

UCT will conduct a conference call today, Tuesday, November 6, 2018, beginning at 1:45 p.m. PT.

The call-in number is (844) 826-3034 (domestic) and (412) 317-5179 (international). A replay of the conference will be available for seven days following the call at (877) 344-7529 (domestic) and (412) 317-0088 (international). The confirmation number for live broadcast and replay is 10124276.

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 and display related industries. 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. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Use of Non-GAAP Measures

Management uses non-GAAP net income and net income per diluted share 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 of non-GAAP results to U.S. GAAP results are included at the end of this press release. A reconciliation of our guidance for non-GAAP net income per diluted share for the fourth quarter of 2018 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 our fourth quarter 2018 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, 2017 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 Bennetto
Vice President Investor Relations
250-307-9030

                                                                               
     
              ULTRA CLEAN HOLDINGS, INC.


                                                                    
            
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                    
            
       (Unaudited; in thousands, except per share data)




                                                             Three months ended                                                                      Nine months ended

                                                                                                                                                  ---

                                           September 28,                              September 29,                                  September 28,                     September 29,


                       
            
         2018                      2017                          2018                                            2017

                                 ---




     Sales                                              $
        234,079                                                            $
            242,610                                  $
           839,134 $
            675,465



     Cost of goods sold                                     199,084                                                                      199,914                                           709,270           551,903




     Gross profit                                            34,995                                                                       42,696                                           129,864           123,562






     Operating expenses:


        Research and development                               3,284                                                                        2,722                                             9,228             8,402



       Sales and marketing                                    3,839                                                                        3,662                                            11,274            10,064


        General and administrative                            26,950                                                                       13,050                                            58,868            37,656



          Total operating expenses                            34,073                                                                       19,434                                            79,370            56,122




     Income from operations                                     922                                                                       23,262                                            50,494            67,440


        Interest and other income
         (expense), net                                      (2,766)                                                                        (19)                                          (3,249)          (2,077)



      Income (loss) before provision
       for income taxes                                      (1,844)                                                                      23,243                                            47,245            65,363



       Income tax provision                                   4,596                                                                        3,527                                             9,984            11,127




     Net income (loss)                                      (6,440)                                                                      19,716                                            37,261            54,236



        Net loss attributable to non-
         controlling interest                      (443)                                                                                                                       (443)


      Net income (loss)
       attributable to
       Ultra Clean
       Holdings, Inc.                                    $
        (5,997)                                                            $
            19,716                                   $
           37,704  $
            54,236

                                                                                                                                                                                                                 ===



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



       Basic                                             $
        (0.15)                                                              $
            0.59                                     $
           0.99    $
            1.63



       Diluted                                           $
        (0.15)                                                              $
            0.57                                     $
           0.97    $
            1.59


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



       Basic                                                 38,930                                                                       33,540                                            38,152            33,342



       Diluted                                               38,930                                                                       34,360                                            38,745            34,216

                                                          
        
                ULTRA CLEAN HOLDINGS, INC.


                                                        
        
             CONDENSED CONSOLIDATED BALANCE SHEETS


                                                           
        
                (Unaudited; in thousands)




                                                                 September 28,                               December 29,


            
              
                2018                                  2017

                        ---                                           ---

           
              
                ASSETS



     Current assets:



       Cash and cash equivalents                                                       $
              160,340                $
      68,306


        Accounts receivable, net of allowance                                                        95,056                    90,213



       Inventory                                                                                   198,578                   236,840



       Other current assets                                                                         30,873                    12,089




         Total current assets                                                                      484,847                   407,448





      Equipment and leasehold improvements,
       net                                                                                          133,746                    32,246



     Goodwill                                                                                      151,869                    85,248



     Purchased intangibles, net                                                                    203,180                    31,587



     Deferred tax assets, net                                                                        4,918                     4,951



     Other non-current assets                                                                        8,072                     1,932




     Total assets                                                                      $
              986,632               $
      563,412





                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



       Bank borrowings                                                                  $
              42,818                $
      12,381



       Accounts payable                                                                             95,178                   173,521



       Other current liabilities                                                                    37,627                    21,445




         Total current liabilities                                                                 175,623                   207,347





      Bank borrowings, net of current portion                                                       330,984                    39,893



     Deferred tax liability                                                                          9,868                     9,981



     Other long-term liabilities                                                                    23,409                     5,886




         Total liabilities                                                                         539,884                   263,107






     Stockholders' equity:



       Common stock                                                                                283,995                   185,336



       Retained earnings                                                                           150,826                   113,122


        Accumulated other comprehensive income                                                         (43)                    1,847


        Ultra Clean Holdings, Inc. stockholders'
         equity                                                                                     434,778                   300,305




       Noncontrolling interest                                                                      11,970


          Total stockholders' equity                                                                446,748                   300,305



      Total liabilities and stockholders'
       equity                                                                           $
              986,632               $
      563,412




                                       
              
                ULTRA CLEAN HOLDINGS, INC.


                             
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                        
              
                (unaudited; in thousands)




                                                                     Nine Months Ended



                                               
              
                September 28,                 
     
     September 29,


                                                                                  2018                              2017




     Cash flows from operating activities:


      Net income including
       noncontrolling interests                                                $37,261                           $54,236


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


      Depreciation and amortization                                             10,730                             7,703


      Stock-based compensation                                                   7,133                             5,059


      Change in the fair value of
       financial instruments                                                     (499)                            (278)



     Others                                                                     1,352                                72



     Changes in assets and liabilities:



     Accounts receivable                                                       13,730                          (32,387)



     Inventories                                                               37,816                          (60,484)


      Prepaid expenses and other                                               (6,292)                          (4,386)


      Deferred income taxes                                                         68                             (224)


      Other non-current assets                                                   (297)                            (486)



     Accounts payable                                                        (86,699)                           57,695


      Accrued compensation and
       related benefits                                                          5,332                             4,514



     Income taxes payable                                                     (3,969)                            4,614



     Other liabilities                                                          (335)                            1,978


      Net cash provided by operating
       activities                                                               15,331                            37,626




     Cash flows from investing activities:


      Purchases of equipment and
       leasehold improvements                                                 (15,526)                         (12,534)


      Acquisition of Quantum, net of
       cash acquired                                                         (290,462)                                -


      Net cash used for investing
       activities                                                            (305,988)                         (12,534)




     Cash flows from financing activities:


      Proceeds from bank borrowings                                            382,184                             8,172


      Proceeds from issuance of
       common stock                                                             94,471                             1,689


      Principal payments on bank
       borrowings                                                             (78,608)                         (19,228)


      Debt issuance costs paid                                                (12,118)                                -


      Employees' taxes paid upon
       vesting of restricted stock
       units                                                                   (2,945)                          (2,369)


      Net cash provided by (used for)
       financing activities                                                    382,984                          (11,736)



      Effect of exchange rate changes
       on cash and cash equivalents                                              (293)                              118



      Net increase in cash and cash
       equivalents                                                             $92,034                           $13,474

                                                                                                                    ---

      Cash and cash equivalents at
       beginning of period                                                      68,306                            52,465


      Cash and cash equivalents at
       end of period                                                          $160,340                           $65,939

                                                                                                                    ===

                                                                            
              
                ULTRA CLEAN HOLDINGS, INC.


                                                           
              
                UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS




                                                                                      
              Three Months Ended



                                                                                 
              September 28,                              
              September 29,          
     June 29,


                                                                                                            2018                                                  2017                  2018



                                    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                                                                 $(5,997)                                              $19,716               $18,960


        Amortization of intangible
         assets (1)                                                                                        2,411                                                 1,231                 1,098


        Reduction in force (2)                                                                             1,319


        Product transition fees (3)                                                                          657


        Executive transition costs (4)                                                                       246                                                                      1,400


        Disposal of business unit (5)                                                                      1,082


        Bank transaction costs (6)                                                                            99



       Acquisition costs (7)                                                                              9,391


        Income tax effect of non-GAAP
         adjustments (8)                                                                                 (2,220)                                                (159)                (296)


        Income tax effect of valuation
         allowance (9)                                                                                     4,865                                                   524                   303


        Non-GAAP net income
         attributable to Ultra Clean
         Holdings, Inc.                                                                                  $11,853                                               $21,312               $21,465





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

    ---

        Reported income from operations
         on a GAAP basis                                                                                    $922                                               $23,262               $22,664


        Amortization of intangible
         assets (1)                                                                                        2,411                                                 1,231                 1,098


        Reduction in force (2)                                                                             1,319


        Product transition fees (3)                                                                          657


        Executive transition costs (4)                                                                       246                                                                      1,400



       Acquisition costs (7)                                                                              9,391


        Non-GAAP income from operations                                                                  $14,946                                               $24,493               $25,162





                                    Reconciliation of GAAP Operating
                                     margin to Non-GAAP Operating
                                     margin

    ---

        Reported operating margin on a
         GAAP basis                                                                                         0.4%                                                 9.6%                 7.8%


        Amortization of intangible
         assets (1)                                                                                         1.0%                                                 0.5%                 0.4%


        Reduction in force (2)                                                                              0.6%                                                 0.0%                 0.0%


        Product transition fees (3)                                                                         0.3%                                                 0.0%                 0.0%


        Executive transition costs (4)                                                                      0.1%                                                 0.0%                 0.0%



       Acquisition costs (7)                                                                               4.0%                                                 0.0%                 0.0%


        Non-GAAP operating margin                                                                           6.4%                                                10.1%                 8.7%





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

    ---

        Reported gross profit on a GAAP
         basis                                                                                           $34,995                                               $42,696               $46,065


        Reduction in force (2)                                                                             1,197


        Product transition fees (3)                                                                          657



       Non-GAAP gross profit                                                                            $36,849                                               $42,696               $46,065





                                    Reconciliation of GAAP Gross
                                     margin to Non-GAAP Gross
                                     margin

    ---

        Reported gross margin on a GAAP
         basis                                                                                             15.0%                                                17.6%                15.9%


        Reduction in force (2)                                                                              0.4%                                                                      0.0%


        Product transition fees (3)                                                                         0.3%                                                                      0.0%



       Non-GAAP gross margin                                                                              15.7%                                                17.6%                15.9%





                                    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                                                                                          $(2,766)                                                $(19)               $(809)


        Disposal of business unit (5)                                                                      1,082


        Bank transaction costs (6)                                                                            99


        Non-GAAP interest and other
         income (expense)                                                                               $(1,585)                                                $(19)               $(809)






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



       2    Represents severence costs related to the company's reduction in force during the quarter



       3    One-time product transition payment



       4    Represents final termination benefits paid to a former executive of the Company



       5    Represents the loss on disposal of the Companuy's 3D printing operations in Singapore



       6    Represents the writeoff of debt issuance costs, bank fees related to the payoff of remaining debt with East West Bank.



       7    Represents costs related to the acquisition of QGT



       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 28,                              
              September 29,          
     June 29,


                                                                                                            2018                                                  2017                  2018



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

    ---

        Reported net income (loss) on a
         GAAP basis                                                                                      $(0.15)                                                $0.57                 $0.48


        Amortization of intangible
         assets                                                                                             0.06                                                  0.04                  0.03



       Reduction in force                                                                                  0.03


        Product transition fees                                                                             0.02                                                                       0.00


        Executive transition costs                                                                          0.01                                                                       0.04


        Disposal of business unit                                                                           0.03


        Bank transaction costs                                                                              0.00



       Acquisition costs                                                                                   0.24


        Income tax effect of non-GAAP
         adjustments                                                                                      (0.06)                                               (0.01)               (0.01)


        Income tax effect of valuation
         allowance                                                                                          0.12                                                  0.02                  0.01



       Non-GAAP net income                                                                                $0.30                                                 $0.62                 $0.55



        Weighted average number of
         diluted shares (thousands)                                                                       38,930                                                34,360                39,297





                                                                
              
                ULTRA CLEAN HOLDINGS, INC.


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


                                                         
              Three Months Ended



                                                    
              September 28,                              
              September 29,                               
        June 29,


                                                                               2018                                                  2017                                          2018



                   (in thousands, except
                    percentages)


      Provision for income taxes on
       a GAAP basis                                                          $4,596                                                $3,527                                        $2,895


      Income tax effect of non-GAAP
       adjustments (1)                                                        2,220                                                   159                                           296


      Income tax effect of valuation
       allowance (2)                                                        (4,865)                                                (524)                                        (303)



      Non-GAAP provision for income
       taxes                                                                 $1,951                                                $3,162                                        $2,888





      Income (loss) before income
       taxes on a GAAP basis                                               $(1,844)                                              $23,243                                       $21,855


      Amortization of intangible
       assets                                                                 2,411                                                 1,231                                         1,098



     Reduction in force                                                      1,319


      Product transition fees                                                   657


      Executive transition costs                                                246                                                                                              1,400


      Disposal of business unit                                               1,082


      Bank transaction costs                                                     99



     Acquisition costs                                                       9,391


      Non-GAAP income before income
       taxes                                                                $13,361                                               $24,474                                       $24,353



      Effective income tax rate on a
       GAAP basis                                                           -249.2%                                                15.2%                                        13.2%



      Non-GAAP effective income tax
       rate                                                                   14.6%                                                12.9%                                        11.9%






     1   Tax effect of items (1) through (4) 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.