Ultra Clean Reports Fourth Quarter and Full Year 2018 Financial Results

HAYWARD, Calif., Feb. 21, 2019 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the fourth quarter and full year ended December 28, 2018.

"A full quarter of revenue from our new services business, driven by our acquisition of Quantum, contributed to top line growth for the fourth quarter and delivered greater than 18 percent revenue growth for the year," said Jim Scholhamer, CEO. "We expect the overall semiconductor industry to remain challenged for the near-term so we are implementing a series of rigorous cost structure improvements. These initiatives will improve profitability without compromising our ability to react quickly by seizing opportunities with IDM's and OEM's when industry growth resumes."

Fourth Quarter 2018 GAAP Financial Results

Total revenue was $257.4 million, an increase of 10.0% compared to the third quarter and an increase of 3.4% compared to the same period a year ago.

Gross margin was 17.9% compared to 15.0% last quarter and 17.7% a year ago. Operating margin was 4.0% compared to 0.4% last quarter and 8.8% for the same period last year.

Net loss was $1.1 million or $0.03 per basic and diluted share. This compares to net loss of $6.0 million or $0.15 per basic and diluted share in the previous quarter, and net income of $20.8 million or $0.62 and $0.60 per basic and diluted share last year.

Cash and cash equivalents were $144.1 million, a decrease of $16.2 million compared to the end of the third quarter.

Fourth Quarter Non-GAAP Financial Results

Non-GAAP net income was $8.7 million, or $0.23 per diluted share. This compares to non-GAAP net income of $11.9 million or $0.30 per diluted share in the previous quarter and non-GAAP net income of $20.3 million or $0.59 for the prior year.

Non-GAAP operating margin was 6.5% compared to 6.4% in the previous quarter and 9.5% 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.

Full Year 2018 GAAP Financial Results

Total revenue was $1,096.5 million, an increase of 18.6% from fiscal year 2017. Gross margin was 16.0% compared to 18.1% a year ago. Operating margin was 5.5% compared to 9.7% in fiscal year 2017. Net income was $36.6 million or $0.95 and $0.94 per basic and diluted share. This compares to net income of $75.1 million or $2.25 and $2.19 per basic and diluted share last year.

Full Year 2018 Non-GAAP Financial Results

Non-GAAP net income was $64.7 million, or $1.66 per diluted share. This compares to non-GAAP net income of $80.3 million or $2.34 per diluted share in the previous fiscal year. Non-GAAP operating margin was 7.8% compared to 10.3% a year ago.

First Quarter 2019 Outlook

The Company expects revenue to be between $230.0 million to $250.0 million and GAAP diluted net (loss) income per share to be in the range of ($0.03) to $0.07. The Company expects non-GAAP net income per diluted share to be in the range of $0.09 to $0.19.

Conference Call

The call will take place at 1:45 p.m. PT and can be accessed by dialing 1-844-826-3034 or 1-412-317-5179 (international). No passcode is required. A replay of the call will be available by dialing 1-877-344-7529 or 1-412-317-0088 (international) and entering the confirmation code 10128320. 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 microcontamination analytical services. 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 first quarter of 2019 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 first quarter 2019 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. Additional information will also be set forth in our annual report on Form 10-K for the year ended December 28, 2018. 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
rbennetto@uct.com

                                                                              
     
              ULTRA CLEAN HOLDINGS, INC.


                                                                   
            
       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                   
            
       (Unaudited; in thousands, except per share data)




                                                             Three months ended                                                                    Twelve months ended

                                                                                                                                                 ---

                                            December 28,                              December 29,                                   December 28,                      December 29,


                       
            
          2018                     2017                         2018                                            2017

                                 ---




     Sales                                              $
        257,389                                                           $
            248,886                                   $
           1,096,523 $
            924,351



     Cost of goods sold                                     211,412                                                                     204,819                                              920,682           756,722




     Gross profit                                            45,977                                                                      44,067                                              175,841           167,629






     Operating expenses:


        Research and development                               4,059                                                                       3,264                                               13,287            11,666



       Sales and marketing                                    5,032                                                                       3,684                                               16,306            13,748


        General and administrative                            26,676                                                                      15,162                                               85,544            52,818



          Total operating expenses                            35,767                                                                      22,110                                              115,137            78,232



      Income from operations                                  10,210                                                                      21,957                                               60,704            89,397


        Interest and other income
         (expense), net                                      (5,187)                                                                      (378)                                             (8,436)          (2,455)



      Income before provision for
       income taxes                                            5,023                                                                      21,579                                               52,268            86,942


        Income tax provision                                   5,335                                                                         730                                               15,319            11,857




     Net income (loss)                                        (312)                                                                     20,849                                               36,949            75,085



        Net income (loss) attributable
         to non-controlling interest                 796                                                                                                                         353


      Net income (loss)
       attributable to
       Ultra Clean
       Holdings, Inc.                                    $
        (1,108)                                                           $
            20,849                                      $
           36,596  $
            75,085

                                                                                                                                                                                                                   ===



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



       Basic                                             $
        (0.03)                                                             $
            0.62                                        $
           0.95    $
            2.25



       Diluted                                           $
        (0.03)                                                             $
            0.60                                        $
           0.94    $
            2.19


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



       Basic                                                 39,009                                                                      33,602                                               38,366            33,409



       Diluted                                               39,009                                                                      34,500                                               38,919            34,303

                                                          
        
                ULTRA CLEAN HOLDINGS, INC.


                                                        
        
             CONDENSED CONSOLIDATED BALANCE SHEETS


                                                           
        
                (Unaudited; in thousands)




                                                                  December 28,                               December 29,


            
              
                2018                                  2017

                        ---                                            ---

           
              
                ASSETS



     Current assets:



       Cash and cash equivalents                                                      $
              144,145                 $
      68,306


        Accounts receivable, net of allowance                                                      108,024                     90,213



       Inventory                                                                                  186,116                    236,840



       Other current assets                                                                        21,088                     12,089




         Total current assets                                                                     459,373                    407,448





      Equipment and leasehold improvements,
       net                                                                                         142,922                     32,246



     Goodwill                                                                                     155,472                     85,248



     Purchased intangibles, net                                                                   193,707                     31,587



     Deferred tax assets, net                                                                       2,323                      4,951



     Other non-current assets                                                                       8,110                      1,932




     Total assets                                                                     $
              961,907                $
      563,412





                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



       Bank borrowings                                                                  $
              9,671                 $
      12,381



       Accounts payable                                                                            99,011                    173,521



       Other current liabilities                                                                   33,542                     21,445




         Total current liabilities                                                                142,224                    207,347





      Bank borrowings, net of current portion                                                      331,549                     39,893



     Deferred tax liability                                                                         7,990                      9,981



     Other long-term liabilities                                                                   28,497                      5,886




         Total liabilities                                                                        510,260                    263,107






     Stockholders' equity:



       Common stock                                                                               287,127                    185,336



       Retained earnings                                                                          149,718                    113,122


        Accumulated other comprehensive income
         (loss)                                                                                      (886)                     1,847


        Ultra Clean Holdings, Inc. stockholders'
         equity                                                                                    435,959                    300,305




       Noncontrolling interest                                                                     15,688


          Total stockholders' equity                                                               451,647                    300,305



      Total liabilities and stockholders'
       equity                                                                          $
              961,907                $
      563,412


                                       
              
                ULTRA CLEAN HOLDINGS, INC.


                            
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                       
              
                (unaudited; in thousands)




                                                                     Twelve Months Ended



                                                 
              
                December 28,               
     
     December 29,


                                                                                    2018                         2017




     Cash flows from operating activities:


      Net income including
       noncontrolling interests                                                  $36,949                      $75,085


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


      Depreciation and amortization                                               21,907                       10,865


      Stock-based compensation                                                    10,272                        7,757



     Others                                                                       (308)                       (206)



     Changes in assets and liabilities:



     Accounts receivable                                                          7,694                     (14,930)



     Inventories                                                                 50,151                    (131,874)


      Prepaid expenses and other                                                 (2,407)                     (4,911)


      Deferred income taxes                                                         (82)                     (3,755)


      Other non-current assets                                                     (162)                       (582)



     Accounts payable                                                          (82,951)                      99,569


      Accrued compensation and
       related benefits                                                            2,048                        2,777



     Income taxes payable                                                           798                        8,177



     Other liabilities                                                            1,474                          933


      Net cash provided by operating
       activities                                                                 45,383                       48,905




     Cash flows from investing activities:


      Purchases of equipment and
       leasehold improvements                                                   (29,487)                    (16,149)


      Acquisition of Quantum, net of
       cash acquired                                                           (319,781)                           -


      Net cash used for investing
       activities                                                              (349,268)                    (16,149)




     Cash flows from financing activities:


      Proceeds from bank borrowings                                              387,054                       15,076


      Proceeds from issuance of
       common stock                                                               94,611                        1,816


      Principal payments on bank
       borrowings                                                               (86,354)                    (31,248)


      Debt issuance costs paid                                                  (12,144)                           -


      Employees' taxes paid upon
       vesting of restricted stock
       units                                                                     (3,092)                     (2,714)


      Net cash provided by (used for)
       financing activities                                                      380,075                     (17,070)



      Effect of exchange rate changes
       on cash and cash equivalents                                                (351)                         155



      Net increase in cash and cash
       equivalents                                                               $75,839                      $15,841

                                                                                                                 ---

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


      Cash and cash equivalents at
       end of period                                                            $144,145                      $68,306

                                                                                                                 ===

                                                                                                       
              
                ULTRA CLEAN HOLDINGS, INC.


                                                                                                 
       
           UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS




                                                                        
         Three Months Ended                                  
              Twelve Months Ended



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


                                                                                            2018                           2017                                                                  2018                       2018                        2017



                                    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                                                 $(1,108)                       $20,849                                                              $(5,997)                   $36,596                     $75,085


        Amortization of intangible
         assets (1)                                                                        4,973                          1,745                                                                 2,411                      9,580                       5,438


        Reduction in force (2)                                                               297                                                                                               1,319                      2,640


        Product transition fees (3)                                                                                                                                                             657                        657


        Executive transition costs (4)                                                       418                                                                                                 246                      2,064


        Disposal of business unit (5)                                                                                                                                                         1,082                      1,082


        Bank transaction costs (6)                                                                                                                                                               99                         99



       Acquisition costs (7)                                                                613                                                                                               9,391                     10,003


        Facility lease early exit costs
         (8)                                                                                117                                                                                                                           117


        Income tax effect of non-GAAP
         adjustments (9)                                                                 (1,101)                         (229)                                                              (2,220)                   (4,501)                      (714)


        Income tax effect of valuation
         allowance (10)                                                                    4,474                        (2,096)                                                                4,865                      6,355                         469


        Non-GAAP net income
         attributable to Ultra Clean
         Holdings, Inc.                                                                   $8,683                        $20,269                                                               $11,853                    $64,692                     $80,278





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

    ---

        Reported income from operations
         on a GAAP basis                                                                 $10,210                        $21,957                                                                  $922                    $60,704                     $89,397


        Amortization of intangible
         assets (1)                                                                        4,973                          1,745                                                                 2,411                      9,580                       5,438


        Reduction in force (2)                                                               297                                                                                               1,319                      2,640


        Product transition fees (3)                                                                                                                                                             657                        657


        Executive transition costs (4)                                                       418                                                                                                 246                      2,064



       Acquisition costs (7)                                                                613                                                                                               9,391                     10,003


        Facility lease early exit costs
         (8)                                                                                117                                                                                                                           117


        Non-GAAP income from operations                                                  $16,628                        $23,702                                                               $14,946                    $85,765                     $94,835





                                    Reconciliation of GAAP Operating
                                     margin to Non-GAAP Operating
                                     margin

    ---

        Reported operating margin on a
         GAAP basis                                                                         4.0%                          8.8%                                                                 0.4%                      5.5%                       9.7%


        Amortization of intangible
         assets (1)                                                                         1.9%                          0.7%                                                                 1.0%                      0.9%                       0.6%


        Reduction in force (2)                                                              0.1%                          0.0%                                                                 0.6%                      0.2%                       0.0%


        Product transition fees (3)                                                         0.0%                          0.0%                                                                 0.3%                      0.1%                       0.0%


        Executive transition costs (4)                                                      0.2%                          0.0%                                                                 0.1%                      0.2%                       0.0%



       Acquisition costs (7)                                                               0.3%                          0.0%                                                                 4.0%                      0.9%                       0.0%


        Facility lease early exit costs
         (8)                                                                               0.0%                          0.0%                                                                 0.0%                      0.0%                       0.0%


        Non-GAAP operating margin                                                           6.5%                          9.5%                                                                 6.4%                      7.8%                      10.3%





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

    ---

        Reported gross profit on a GAAP
         basis                                                                           $45,977                        $44,067                                                               $34,995                   $175,841                    $167,629


        Amortization of intangible
         assets (1)                                                                        1,363                                                                                                                         1,363


        Reduction in force (2)                                                               297                                                                                               1,197                      2,431


        Product transition fees (3)                                                                                                                                                             657                        657


        Executive transition costs (4)                                                       418                                                                                                                           418



       Non-GAAP gross profit                                                            $48,055                        $44,067                                                               $36,849                   $180,710                    $167,629





                                    Reconciliation of GAAP Gross
                                     margin to Non-GAAP Gross
                                     margin

    ---

        Reported gross margin on a GAAP
         basis                                                                             17.9%                         17.7%                                                                15.0%                     16.0%                      18.1%


        Amortization of intangible
         assets (1)                                                                         0.5%                          0.0%                                                                 0.0%                      0.1%                       0.0%


        Reduction in force (2)                                                              0.0%                          0.0%                                                                 0.4%                      0.2%                       0.0%


        Product transition fees (3)                                                         0.1%                          0.0%                                                                 0.3%                      0.1%                       0.0%


        Executive transition costs (4)                                                      0.2%                          0.0%                                                                 0.0%                      0.1%                       0.0%



       Non-GAAP gross margin                                                              18.7%                         17.7%                                                                15.7%                     16.5%                      18.1%





                                    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                                                                          $(5,187)                        $(378)                                                             $(2,766)                  $(8,436)                   $(2,455)


        Disposal of business unit (5)                                                                                                                                                         1,082                      1,082


        Bank transaction costs (6)                                                                                                                                                               99                         99


        Non-GAAP interest and other
         income (expense)                                                               $(5,187)                        $(378)                                                             $(1,585)                  $(7,255)                   $(2,455)




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


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


               3    One-time product
                transition payment


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


               5    Represents the loss on
                disposal of the Company'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    Represents lease related
                costs due to the early exit of
                a facility


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


               10    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.

                                                                                                    
             
                ULTRA CLEAN HOLDINGS, INC.
                                                                                             
     
       
               UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS




                                                                     
        Three Months Ended                                   
              Twelve Months Ended



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


                                                                                        2018                            2017                                                                   2018                     2018                      2017



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

    ---

        Reported net income (loss) on
         a GAAP basis                                                                 (0.03)                          $0.60                                                                $(0.15)                   $0.94                     $2.19


        Amortization of intangible
         assets                                                                         0.13                            0.05                                                                   0.06                     0.25                      0.16



       Reduction in force                                                              0.01                                                                                                  0.03                     0.07


        Product transition fees                                                                                                                                                              0.02                     0.02


        Executive transition costs                                                      0.01                                                                                                  0.01                     0.05


        Disposal of business unit                                                                                                                                                            0.03                     0.03


        Bank transaction costs                                                                                                                                                                                       0.00



       Acquisition costs                                                               0.02                                                                                                  0.24                     0.26


        Facility lease early exit
         costs                                                                          0.00                                                                                                                          0.00


        Income tax effect of non-GAAP
         adjustments                                                                  (0.03)                         (0.01)                                                                (0.06)                  (0.12)                   (0.02)


        Income tax effect of valuation
         allowance                                                                      0.12                          (0.05)                                                                  0.12                     0.16                      0.01



       Non-GAAP net income                                                            $0.23                           $0.59                                                                  $0.30                    $1.66                     $2.34



        Weighted average number of
         diluted shares (thousands)                                                   39,009                          34,500                                                                 38,930                   38,919                    34,303

                                                                                   
              
                ULTRA CLEAN HOLDINGS, INC.


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




                                           
         Three Months Ended                              
              Twelve Months Ended



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


                                                               2018                       2017                                                                            2018                     2018                     2017



                   (in thousands, except
                    percentages)


      Provision for income taxes on
       a GAAP basis                                          $5,335                       $730                                                                          $4,596                  $15,319                  $11,857


      Income tax effect of non-GAAP
       adjustments (1)                                        1,101                        229                                                                           2,220                    4,501                      714


      Income tax effect of valuation
       allowance (2)                                        (4,474)                     2,096                                                                         (4,865)                 (6,355)                   (469)



      Non-GAAP provision for income
       taxes                                                 $1,962                     $3,055                                                                          $1,951                  $13,465                  $12,102





      Income (loss) before income
       taxes on a GAAP basis                                 $5,023                    $21,579                                                                        $(1,844)                 $52,268                  $86,942


      Amortization of intangible
       assets                                                 4,973                      1,745                                                                           2,411                    9,580                    5,438



     Reduction in force                                        297                                                                                                     1,319                    2,640


      Product transition fees                                                                                                                                            657                      657


      Executive transition costs                                418                                                                                                       246                    2,064


      Disposal of business unit                                                                                                                                        1,082                    1,082


      Bank transaction costs                                                                                                                                              99                       99



     Acquisition costs                                         613                                                                                                     9,391                   10,003


      Facility lease early exit
       costs                                                    117                                                                                                                               117


      Non-GAAP income before income
       taxes                                                $11,441                    $23,324                                                                         $13,361                  $78,510                  $92,380



      Effective income tax rate on a
       GAAP basis                                            106.2%                      3.4%                                                                        -249.2%                   29.3%                   13.6%



      Non-GAAP effective income tax
       rate                                                   17.2%                     13.1%                                                                          14.6%                   17.2%                   13.1%




               1    Tax effect of items (1)
                through (8) 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.