Ultra Clean Reports Second Quarter 2019 Financial Results

HAYWARD, Calif., July 31, 2019 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the second quarter ended June 28, 2019.

"UCT delivered a strong second quarter, surpassing the top-end of our guided range for revenue, and reflecting solid execution despite ongoing market uncertainty," said Jim Scholhamer, CEO. "In light of these market dynamics, we will continue to optimize for cash generation through operational efficiencies and work to align our cost structure with the prevailing business environment."

Second Quarter 2019 GAAP Financial Results

Consolidated revenue was $265.4 million, an increase of 2.0% compared to the prior quarter and a decrease of 8.6% over the same period a year ago. SPS contributed $210.4 million and SSB added $55.0 million. Total gross margin was 18.2% compared to 17.2% last quarter and 15.9% for the same period a year ago.

Net loss was $0.2 million or $0.01 per basic and diluted share. This compares to net income of $0.6 million or $0.02 per basic and diluted share in the previous quarter, and net income of $19.0 million or $0.49 and $0.48 per basic and diluted share for the same period last year.

Second Quarter 2019 Non-GAAP Financial Results

Non-GAAP net income was $8.2 million or $0.21 per diluted share. This compares to $8.1 million, or $0.21 per diluted share in the previous quarter and $21.5 million or $0.55 for the prior year.

Non-GAAP operating margin was 6.2% compared to 6.1% in the previous quarter and 8.7% 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.

Third Quarter 2019 Outlook

The Company expects revenue in the range of $235.0 million to $255.0 million and GAAP diluted net income per share to be between $0.00 and $0.10. The Company expects non-GAAP diluted net income per share to be between $0.11 and $0.21.

Conference Call

The call will take place at 3:15 p.m. PT today and can be accessed by dialing 1-844-826-3034 or 1-412-317-5179. No passcode is required. A replay of the call will be available by dialing 1-877-344-7529 or 1-412-317-0088 and entering the confirmation code 10133370. For international replay numbers, please select from this link https://services.choruscall.com/ccforms/replay.html. The Webcast will be available on the Investor Relations section of the Company's website at http://uct.com/investors/events/.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, ultra-high purity cleaning and analytical services primarily for the semiconductor industry. Ultra Clean offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and component manufacturing, and tool chamber parts cleaning and coating, as well as 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 following quarter is not available due to fluctuations in the geographic mix of our earnings from quarter to quarter, which impacts our tax rate and cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and we are unable to determine the probable significance of the unavailable information.

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "projection," "outlook," "forecast," "believes," "plan," "expect," "future," "intends," "may," "will," "estimates," "see," "predicts," and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company's actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 28, 2018 as filed with the Securities and Exchange Commission and subsequently filed quarterly reports on Form 10-Q. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.

Contact:

Rhonda 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                                                                Six months ended

                                                                                                                                  ---

                                     June 28,                                   June 29,                                 June 28,                     June 29,


      
            
              2019           2018            2019                                      2018

                ---




       Revenues                              $
         265,367                                                        $
         290,213                             $
            525,508 $
          605,055



       Cost of goods sold                         217,198                                                               244,148                                       432,542         510,186




       Gross profit                                48,169                                                                46,065                                        92,966          94,869






       Operating expenses:


          Research and development                   3,921                                                                 2,915                                         7,352           5,944



         Sales and marketing                        5,366                                                                 3,630                                        10,761           7,435


          General and administrative                29,911                                                                16,856                                        57,702          31,918



            Total operating expenses                39,198                                                                23,401                                        75,815          45,297



        Income from operations                       8,971                                                                22,664                                        17,151          49,572


          Interest and other income
           (expense), net                          (6,390)                                                                (809)                                     (11,709)          (483)



        Income before provision for
         income taxes                                2,581                                                                21,855                                         5,442          49,089


          Income tax provision                       2,835                                                                 2,895                                         4,342           5,388




       Net income                                   (254)                                                               18,960                                         1,100          43,701



        Net income attributable to
         non-controlling interest        (52)                                                                                                              697


        Net income
         attributable to
         Ultra Clean
         Holdings, Inc.                         $
         (202)                                                        $
         18,960                                 $
            403  $
          43,701

                                                                                                                                                                                          ===



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



         Basic                                $
         (0.01)                                                          $
         0.49                                $
            0.01    $
          1.16



         Diluted                              $
         (0.01)                                                          $
         0.48                                $
            0.01    $
          1.14


        Shares used in computing net
         income per share:



         Basic                                     39,399                                                                38,802                                        39,261          37,763



         Diluted                                   39,399                                                                39,297                                        39,556          38,418

                                                          
       
               ULTRA CLEAN HOLDINGS, INC.


                                                        
       
           CONDENSED CONSOLIDATED BALANCE SHEETS


                                                          
       
               (Unaudited; in thousands)




                                                                June 28,                                  December 28,


            
              
                2019                            2018

                        ---                                          ---

           
              
                ASSETS



     Current assets:



       Cash and cash equivalents                                                   $
              168,128                $
       144,145


        Accounts receivable, net of allowance                                                    98,306                     106,956



       Inventory                                                                               164,055                     186,116



       Other current assets                                                                     24,102                      25,708




         Total current assets                                                                  454,591                     462,925





      Equipment and leasehold improvements,
       net                                                                                      144,505                     143,459



     Goodwill                                                                                  166,654                     150,226



     Purchased intangibles, net                                                                190,500                     193,507



     Deferred tax assets, net                                                                   12,244                      10,167


      Operating lease right-of-use assets                                                        34,721



     Other non-current assets                                                                    5,743                       5,193




     Total assets                                                                $
              1,008,958                $
       965,477





                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



       Bank borrowings                                                               $
              7,203                  $
       9,671



       Accounts payable                                                                         97,288                      99,011



       Operating lease liabilities                                                              11,295



       Other current liabilities                                                                39,183                      30,616




         Total current liabilities                                                             154,969                     139,298





      Bank borrowings, net of current portion                                                   330,895                     331,549



     Deferred tax liability                                                                     21,449                      15,834



     Operating lease liabilities                                                                25,656



     Other long-term liabilities                                                                21,501                      27,808




         Total liabilities                                                                     554,470                     514,489






     Stockholders' equity:



       Common stock                                                                            291,635                     287,127



       Retained earnings                                                                       150,121                     149,718


        Accumulated other comprehensive loss                                                    (2,655)                      (547)


        Ultra Clean Holdings, Inc. stockholders'
         equity                                                                                 439,101                     436,298




       Noncontrolling interest                                                                  15,387                      14,690


          Total stockholders' equity                                                            454,488                     450,988



      Total liabilities and stockholders'
       equity                                                                     $
              1,008,958                $
       965,477


                                    
              
                ULTRA CLEAN HOLDINGS, INC.


                         
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                    
              
                (unaudited; in thousands)




                                                                      Six Months Ended



                                                                          June 28,               June 29,


                                                                                  2019                2018




     Cash flows from operating activities:


      Net income including
       noncontrolling interests                                                 $1,100             $43,701


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


      Depreciation and amortization                                             21,225               5,188


      Stock-based compensation                                                   5,777               4,920



     Others                                                                     (222)               (27)



     Changes in assets and liabilities:



     Accounts receivable                                                       10,001             (8,758)



     Inventories                                                               32,362               7,766


      Prepaid expenses and other                                                 3,705             (3,558)



     Deferred income taxes                                                    (2,077)              (113)


      Other non-current assets                                                   (566)              (313)



     Accounts payable                                                         (4,704)           (59,490)


      Accrued compensation and related
       benefits                                                                  3,358             (1,332)



     Income taxes payable                                                     (2,206)            (3,933)



     Other liabilities                                                            264               3,903


      Net cash provided by (used for)
       operating activities                                                     68,017            (12,046)




     Cash flows from investing activities:


      Purchases of equipment and
       leasehold improvements                                                  (6,750)            (9,666)



     Acquisition of DMS                                                      (29,873)                  -


      Proceeds from sale of equipment                                              458                   -


      Net cash used for investing
       activities                                                             (36,165)            (9,666)




     Cash flows from financing activities:


      Proceeds from bank borrowings                                             28,112              21,886


      Proceeds from issuance of common
       stock                                                                       125              94,454


      Payments on bank borrowings and
       finance leases                                                         (32,389)           (19,148)


      Employees' taxes paid upon
       vesting of restricted stock
       units                                                                   (1,394)            (2,618)


      Net cash provided by (used for)
       financing activities                                                    (5,546)             94,574



      Effect of exchange rate changes
       on cash and cash equivalents                                            (2,323)               (22)



      Net increase in cash and cash
       equivalents                                                             $23,983             $72,840

                                                                                                      ---

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


      Cash and cash equivalents at end
       of period                                                              $168,128            $141,146


                                                                                                                            
              
            ULTRA CLEAN HOLDINGS, INC.


                                                                                                                                
             
             REPORTABLE SEGMENTS


                                                                                                                          
              
            GAAP TO NON-GAAP RECONCILIATION


                                                                                                                         
              
            (Unaudited; Dollars in thousands)




                                              
              
                GAAP                                                   
              
            Non-GAAP


                                       
              
                Three months ended                                       
              
            Three months ended


                                          
              
                June 28, 2019                                            
              
            June 28, 2019



                                         
              
                SPS                    
              
                SSB                                      Consolidated            
       
               SPS              
     
               SSB     Consolidated




       Revenues                                              $210,390                                        $54,977                                          $265,367                         $210,390                        $54,977          $265,367



       Gross profit                                           $29,316                                        $18,853                                           $48,169                          $30,432                        $19,560           $49,992



       Gross margin                                             13.9%                                         34.3%                                            18.2%                           14.5%                         35.6%            18.8%


        Operating profit                                        $6,368                                         $2,603                                            $8,971                          $10,324                         $6,066           $16,390


        Operating margin                                          3.0%                                          4.7%                                             3.4%                            4.9%                         11.0%             6.2%




                                                                                                                                                                               
       
               Three months ended


                                                                                                                                                                                 
       
               June 28, 2019



                                                                                                                                                                                 
       
               SPS              
     
               SSB     Consolidated




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

    ---


       Reported gross profit on a GAAP basis                                                                                                                                          $29,316                        $18,853           $48,169



       Amortization of intangible assets (1)                                                                                                                                                                          1,023             1,023



       Restructuring charges (2)                                                                                                                                                          350                                             350



       Fair value adjustments (5)                                                                                                                                                         766                                             766



       Depreciation adjustments (6)                                                                                                                                                                                   (316)            (316)



       Non-GAAP gross profit                                                                                                                                                          $30,432                        $19,560           $49,992






       
                
                  Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

    ---


       Reported gross margin on a GAAP basis                                                                                                                                            13.9%                         34.3%            18.2%



       Amortization of intangible assets (1)                                                                                                                                             0.0%                          1.9%             0.4%



       Restructuring charges (2)                                                                                                                                                         0.2%                                           0.1%



       Fair value adjustments (5)                                                                                                                                                        0.4%                                           0.2%



       Depreciation adjustments (6)                                                                                                                                                      0.0%                         -0.6%            -0.1%



       Non-GAAP gross margin                                                                                                                                                            14.5%                         35.6%            18.8%






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

    ---


       Reported income from operations on a GAAP basis                                                                                                                                 $6,368                         $2,603            $8,971



       Amortization of intangible assets (1)                                                                                                                                            1,230                          3,823             5,053



       Restructuring charges (2)                                                                                                                                                          367                                             367



       Executive transition costs (3)                                                                                                                                                     382                                             382



       Acquisition costs (4)                                                                                                                                                            1,211                                           1,211



       Fair value adjustments (5)                                                                                                                                                         766                                             766



       Depreciation adjustments (6)                                                                                                                                                                                   (360)            (360)



       Non-GAAP income from operations                                                                                                                                                $10,324                         $6,066           $16,390






       
                
                  Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

    ---


       Reported operating margin on a GAAP basis                                                                                                                                         3.0%                          4.7%             3.4%



       Amortization of intangible assets (1)                                                                                                                                             0.6%                          7.0%             1.9%



       Restructuring charges (2)                                                                                                                                                         0.2%                          0.0%             0.1%



       Executive transition costs (3)                                                                                                                                                    0.2%                          0.0%             0.1%



       Acquisition costs (4)                                                                                                                                                             0.6%                          0.0%             0.5%



       Fair value adjustments (5)                                                                                                                                                        0.4%                          0.0%             0.3%



       Depreciation adjustments (6)                                                                                                                                                      0.0%                         -0.7%            -0.1%



       Non-GAAP operating margin                                                                                                                                                         4.9%                         11.0%             6.2%






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



       2    Represents severance costs and cost related to facility closures



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



       4    Represents costs related to the QGT and DMS acquisitions



       5    Fair value adjustment related to DMS' sold inventories



       6    Depreciation adjustments related to QGT's fixed assets

                                                                       
              
                ULTRA CLEAN HOLDINGS, INC.


                                                      
              
                UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS




                                                                                
              Three Months Ended



                                                                             
              June 28,                           
              June 29,                     
     March 29,


                                                                                                 2019                                           2018                             2019



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

    ---

        Reported net income (loss)
         attributable to Ultra Clean
         Holdings, Inc. on a GAAP basis                                                        $(202)                                       $18,960                             $605


        Amortization of intangible
         assets (1)                                                                             5,053                                          1,098                            4,854


        Restructuring charges (2)                                                                 392                                                                            947


        Executive transition costs (3)                                                            382                                          1,400



       Acquisition costs (4)                                                                   1,211                                                                          2,339


        Fair value adjustments (5)                                                                766


        Depreciation adjustments (6)                                                            (360)


        Income tax effect of non-GAAP
         adjustments (7)                                                                      (1,407)                                         (296)                         (1,563)


        Income tax effect of valuation
         allowance (8)                                                                          2,344                                            303                              958


        Non-GAAP net income
         attributable to Ultra Clean
         Holdings, Inc.                                                                        $8,179                                        $21,465                           $8,140





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

    ---

        Reported income from operations
         on a GAAP basis                                                                       $8,971                                        $22,664                           $8,180


        Amortization of intangible
         assets (1)                                                                             5,053                                          1,098                            4,854


        Restructuring charges (2)                                                                 367                                                                            617


        Executive transition costs (3)                                                            382                                          1,400



       Acquisition costs (4)                                                                   1,211                                                                          2,339


        Fair value adjustments (5)                                                                766


        Depreciation adjustments (6)                                                            (360)


        Non-GAAP income from operations                                                       $16,390                                        $25,162                          $15,990





                                    Reconciliation of GAAP Operating
                                     margin to Non-GAAP Operating
                                     margin

    ---

        Reported operating margin on a
         GAAP basis                                                                              3.4%                                          7.8%                            3.1%


        Amortization of intangible
         assets (1)                                                                              1.9%                                          0.4%                            1.9%


        Restructuring charges (2)                                                                0.1%                                          0.0%                            0.2%


        Executive transition costs (3)                                                           0.1%                                          0.5%                            0.0%



       Acquisition costs (4)                                                                    0.5%                                          0.0%                            0.9%


        Fair value adjustments (5)                                                               0.3%                                          0.0%                            0.0%


        Depreciation adjustments (6)                                                            -0.1%                                          0.0%                            0.0%


        Non-GAAP operating margin                                                                6.2%                                          8.7%                            6.1%





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

    ---

        Reported gross profit on a GAAP
         basis                                                                                $48,169                                        $46,065                          $44,797


        Amortization of intangible
         assets (1)                                                                             1,023                                                                          1,023


        Restructuring charges (2)                                                                 350                                                                            515


        Fair value adjustments (5)                                                                766


        Depreciation adjustments (6)                                                            (316)



       Non-GAAP gross profit                                                                 $49,992                                        $46,065                          $46,335





                                    Reconciliation of GAAP Gross
                                     margin to Non-GAAP Gross
                                     margin

    ---

        Reported gross margin on a GAAP
         basis                                                                                  18.2%                                         15.9%                           17.2%


        Amortization of intangible
         assets (1)                                                                              0.4%                                          0.0%                            0.4%


        Restructuring charges (2)                                                                0.1%                                          0.0%                            0.2%


        Fair value adjustments (5)                                                               0.2%                                          0.0%                            0.0%


        Depreciation adjustments (6)                                                            -0.1%                                          0.0%                            0.0%



       Non-GAAP gross margin                                                                   18.8%                                         15.9%                           17.8%





                                    Reconciliation of GAAP Interest
                                     and other income (expense) to
                                     Non-GAAP Interest and other
                                     income (expense) (in thousands)

    ---

        Reported interest and other
         income (expense) on a GAAP
         basis                                                                               $(6,390)                                        $(809)                        $(5,319)


        Restructuring charges (2)                                                                (25)                                                                         (330)


        Non-GAAP interest and other
         income (expense)                                                                    $(6,415)                                        $(809)                        $(5,649)






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



       2    Represents severance costs and cost related to facility closures



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



       4    Represents costs related to the QGT and DMS acquisitions



       5    Fair value adjustment related to DMS' sold inventories



       6    Depreciation adjustments related to QGT's fixed assets



       7    Tax effect of items (1) through (6) above based on the non-GAAP tax rate shown below


        8    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



                                                                             
              June 28,                           
              June 29,                     
     March 29,


                                                                                                 2019                                           2018                             2019



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

    ---

        Reported net income (loss) on a
         GAAP basis                                                                           $(0.01)                                         $0.48                            $0.02


        Amortization of intangible
         assets                                                                                  0.13                                           0.03                             0.12



       Restructuring charges                                                                    0.01                                                                           0.03


        Executive transition costs                                                               0.01                                           0.04



       Acquisition costs                                                                        0.03                                                                           0.06


        Fair value adjustments                                                                   0.02


        Depreciation adjustments                                                               (0.01)


        Income tax effect of non-GAAP
         adjustments                                                                           (0.03)                                        (0.01)                          (0.04)


        Income tax effect of valuation
         allowance                                                                               0.06                                           0.01                             0.02



       Non-GAAP net income                                                                     $0.21                                          $0.55                            $0.21



        Weighted average number of
         diluted shares (thousands) on a
         non-gaap basis                                                                        39,734                                         39,297                           39,448



                                                         
              
                ULTRA CLEAN HOLDINGS, INC.


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


                                                   
              Three Months Ended



                                                
              June 28,                         
              June 29,                         
              March 29,


                                                                   2019                                         2018                                          2019



                   (in thousands, except
                    percentages)


      Provision for income taxes on
       a GAAP basis                                              $2,835                                       $2,895                                        $1,507


      Income tax effect of non-GAAP
       adjustments (1)                                            1,407                                          296                                         1,563


      Income tax effect of valuation
       allowance (2)                                            (2,344)                                       (303)                                        (958)



      Non-GAAP provision for income
       taxes                                                     $1,898                                       $2,888                                        $2,112





      Income (loss) before income
       taxes on a GAAP basis                                     $2,581                                      $21,855                                        $2,861


      Amortization of intangible
       assets                                                     5,053                                        1,098                                         4,854


      Restructuring charges                                         392                                                                                       947


      Executive transition costs                                    382                                        1,400



     Acquisition costs                                           1,211                                                                                     2,339


      Fair value adjustments                                        766


      Depreciation adjustments                                    (360)


      Non-GAAP income before income
       taxes                                                    $10,025                                      $24,353                                       $11,001



      Effective income tax rate on a
       GAAP basis                                                109.8%                                       13.2%                                        52.7%



      Non-GAAP effective income tax
       rate                                                       18.9%                                       11.9%                                        19.2%






     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.