Ultra Clean Reports Third Quarter 2019 Financial Results

HAYWARD, Calif., Oct. 30, 2019 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the third quarter ended September 27, 2019.

"UCT again delivered strong performance in the third quarter with top and bottom line results at the high end of our guided range," said Jim Scholhamer, CEO. "We continue to focus on execution while driving towards improved profitability over the longer term."

In the third quarter, the Company generated $23.0 million of cash from operations, paid down an additional $25.0 million in debt and ended the quarter with a cash balance of $158.7 million.

Third Quarter 2019 GAAP Financial Results

Total revenue was $254.3 million, a decrease of 4.2% compared to the prior quarter and an increase of 8.6% over the same period a year ago. SPS contributed $200.0 million and SSB added $54.3 million.

Total gross margin was 18.7% compared to 18.2% last quarter and 15.0% for the same period a year ago. GAAP operating margin was 3.2% compared to 3.4% last quarter and 0.4% a year ago.

Net income was $0.5 million or $0.01 per basic and diluted share. This compares to a net loss of $0.2 million or ($0.01) per basic and diluted share in the previous quarter, and net loss of $6.0 million or ($0.15) per basic and diluted share for the same period last year.

Third Quarter 2019 Non-GAAP Financial Results

Non-GAAP gross margin was 19.2% compared to 18.8% last quarter and 15.7% for the prior year. Non-GAAP operating margin was 5.8% compared to 6.2% in the previous quarter and 6.4% in the same period a year ago.

Non-GAAP net income was $8.5 million or $0.21 per diluted share. Non-GAAP net income for the prior quarter was $8.2 million, or $0.21 per diluted share and $11.9 million or $0.30 for the prior year.

The Company has provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables included in this press release.

Fourth Quarter 2019 Outlook

The Company expects revenue in the range of $260.0 million to $280.0 million and GAAP diluted net income per share to be between $0.02 and $0.04. The Company expects non-GAAP diluted net income per share to be between $0.20 and $0.30. Excluding stock-based compensation, non-GAAP net income per share is expected to be between $0.26 and $0.36.

Conference Call

The call will take place at 1:45 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 10135270. For international replay numbers, 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 micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Use of Non-GAAP Measures

In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP), management uses non-GAAP net income, non-GAAP gross margin, non-GAAP operating margin and non-GAAP net income to evaluate the Company's operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing our core business and business trends and comparing performance to prior periods, along with enhancing investors' ability to view the Company's results from management's perspective. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP. Tables presenting reconciliations from GAAP results to non-GAAP results are included at the end of this press release.

The Company currently defines non-GAAP net income as net income (loss) before amortization of intangible assets, restructuring charges, executive transition costs, acquisition costs, fair value adjustments, depreciation adjustments and the tax effects of the foregoing adjustments. In our first quarter of fiscal 2020, we will begin reporting non-GAAP net income under a new definition that excludes the foregoing adjustments, as well as the impact of stock-based compensation.

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                                                                       Nine months ended

                                                                                                                                                     ---

                                          September 27,                                 September 28,                                   September 27,                     September 28,


                     
            
          2019                         2018                          2019                                             2018

                                ---




     Revenues                                          $
           254,323                                                             $
            234,079                                  $
            779,831 $
            839,134



     Cost of goods sold                                       206,819                                                                       199,084                                            639,361           709,270




     Gross profit                                              47,504                                                                        34,995                                            140,470           129,864






     Operating expenses:


        Research and development                                 3,634                                                                         3,284                                             10,986             9,228



       Sales and marketing                                      5,877                                                                         3,839                                             16,638            11,274


        General and administrative                              29,735                                                                        26,950                                             87,437            58,868



          Total operating expenses                              39,246                                                                        34,073                                            115,061            79,370




     Income from operations                                     8,258                                                                           922                                             25,409            50,494


        Interest and other income
         (expense), net                                        (3,492)                                                                      (2,766)                                          (15,201)          (3,249)



      Income (loss) before provision
       for income taxes                                          4,766                                                                       (1,844)                                            10,208            47,245



       Income tax provision                                     3,878                                                                         4,596                                              8,220             9,984




     Net income (loss)                                            888                                                                       (6,440)                                             1,988            37,261



      Net income (loss) attributable
       to non-controlling interest                                 375                                                                         (443)                                             1,072             (443)


      Net income (loss)
       attributable to
       Ultra Clean
       Holdings, Inc.                                       $
           513                                                             $
            (5,997)                                     $
            916  $
            37,704

                                                                                                                                                                                                                     ===



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



       Basic                                              $
           0.01                                                              $
            (0.15)                                    $
            0.02    $
            0.99



       Diluted                                            $
           0.01                                                              $
            (0.15)                                    $
            0.02    $
            0.97


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



       Basic                                                   39,557                                                                        38,930                                             39,363            38,152



       Diluted                                                 40,025                                                                        38,930                                             39,746            38,745

                                                          
        
                ULTRA CLEAN HOLDINGS, INC.


                                                        
        
             CONDENSED CONSOLIDATED BALANCE SHEETS


                                                           
        
                (Unaudited; in thousands)




                                                                 September 27,                               December 28,


            
              
                2019                                  2018

                        ---                                           ---

           
              
                ASSETS



     Current assets:



       Cash and cash equivalents                                                       $
              158,690               $
       144,145


        Accounts receivable, net of allowance                                                       110,388                    106,956



       Inventories                                                                                 153,549                    186,116



       Prepaid expenses and other                                                                   20,283                     25,708




         Total current assets                                                                      442,910                    462,925





      Property, plant and equipment, net                                                            143,719                    143,459



     Goodwill                                                                                      169,557                    150,226



     Purchased intangibles, net                                                                    185,409                    193,507



     Deferred tax assets, net                                                                       12,274                     10,167


      Operating lease right-of-use assets                                                            33,055



     Other non-current assets                                                                        5,953                      5,193




     Total assets                                                                      $
              992,877               $
       965,477





                   LIABILITIES AND STOCKHOLDERS' EQUITY



     Current liabilities:



       Bank borrowings                                                                   $
              9,013                 $
       9,671



       Accounts payable                                                                            101,008                     99,011



       Operating lease liabilities                                                                  11,578



       Other current liabilities                                                                    41,048                     30,616




         Total current liabilities                                                                 162,647                    139,298





      Bank borrowings, net of current portion                                                       304,172                    331,549



     Deferred tax liability                                                                         23,411                     15,834



     Operating lease liabilities                                                                    23,809



     Other long-term liabilities                                                                    22,112                     27,808




         Total liabilities                                                                         536,151                    514,489






     Stockholders' equity:



       Common stock                                                                                294,679                    287,127



       Retained earnings                                                                           150,634                    149,718


        Accumulated other comprehensive loss                                                        (4,349)                     (547)


        Ultra Clean Holdings, Inc. stockholders'
         equity                                                                                     440,964                    436,298




       Noncontrolling interest                                                                      15,762                     14,690


          Total stockholders' equity                                                                456,726                    450,988



      Total liabilities and stockholders'
       equity                                                                           $
              992,877               $
       965,477


                                          
              
                ULTRA CLEAN HOLDINGS, INC.


                               
              
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                          
              
                (unaudited; in thousands)




                                                                           Nine Months Ended



                                                     
              
                September 27,             
     
     September 28,


                                                                                        2019                         2018




     Cash flows from operating activities:


      Net income including noncontrolling
       interests                                                                      $1,988                      $37,261


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


      Depreciation and amortization                                                   32,152                       10,730



     Stock-based compensation                                                         9,078                        7,133



     Others                                                                         (3,695)                         853



     Changes in assets and liabilities:



     Accounts receivable                                                            (2,376)                      13,730



     Inventories                                                                     42,489                       37,816



     Prepaid expenses and other                                                       1,994                      (6,292)



     Deferred income taxes                                                          (2,115)                          68



     Other non-current assets                                                         (776)                       (297)



     Accounts payable                                                                 (282)                    (86,699)


      Accrued compensation and related
       benefits                                                                        8,757                        5,332



     Income taxes payable                                                           (1,473)                     (3,969)



     Other liabilities                                                                3,332                        (335)


      Net cash provided by operating
       activities                                                                     89,073                       15,331




     Cash flows from investing activities:


      Purchases of property, plant and
       equipment                                                                    (12,665)                    (15,526)


      Acquisition of businesses, net of
       cash acquired                                                                (29,873)                   (290,462)


      Proceeds from sale of equipment,
       including insurance proceeds                                                    2,698                            -


      Net cash used for investing
       activities                                                                   (39,840)                   (305,988)




     Cash flows from financing activities:


      Proceeds from bank borrowings                                                   34,805                      382,184


      Proceeds from issuance of common
       stock                                                                             126                       94,471


      Payments on bank borrowings and
       finance leases                                                               (64,534)                    (78,608)



     Debt issuance costs paid                                                             -                    (12,118)


      Employees' taxes paid upon vesting of
       restricted stock units                                                        (1,652)                     (2,945)


      Net cash provided by (used for)
       financing activities                                                         (31,255)                     382,984



      Effect of exchange rate changes on
       cash and cash equivalents                                                     (3,433)                       (293)



      Net increase in cash and cash
       equivalents                                                                   $14,545                      $92,034

                                                                                                                     ---

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


      Cash and cash equivalents at end of
       period                                                                       $158,690                     $160,340

                                                                                                                     ===

                                                                                                                                       
              
               ULTRA CLEAN HOLDINGS, INC.


                                                                                                                                           
              
               REPORTABLE SEGMENTS


                                                                                                                                     
              
               GAAP TO NON-GAAP RECONCILIATION


                                                                                                                                    
              
               (Unaudited; Dollars in thousands)




                                              
              
                GAAP                                             
              
              Non-GAAP


                                       
              
                Three months ended                                 
              
              Three months ended


                                       
              
                September 27, 2019                                 
              
              September 27, 2019



                                         
              
                SPS                  
              
                SSB                                                
              
                Consolidated        
       
               SPS              
     
              SSB      Consolidated




       Revenues                                             $200,025                                      $54,298                                                                                $254,323                  $200,025                        $54,298          $254,323



       Gross profit                                          $29,880                                      $17,624                                                                                 $47,504                   $30,163                        $18,647           $48,810



       Gross margin                                            14.9%                                       32.5%                                                                                  18.7%                    15.1%                         34.3%            19.2%


        Operating profit                                       $7,365                                         $893                                                                                  $8,258                    $9,289                         $5,345           $14,634


        Operating margin                                         3.7%                                        1.6%                                                                                   3.2%                     4.6%                          9.8%             5.8%




                                                                                                                                                                                                           
       
               Three months ended


                                                                                                                                                                                                           
       
               September 27, 2019



                                                                                                                                                                                                             
       
               SPS              
     
              SSB      Consolidated




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

    ---


       Reported gross profit on a GAAP basis                                                                                                                                                                        $29,880                        $17,624           $47,504



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



       Restructuring charges (2)                                                                                                                                                                                        154                                             154



       Fair value adjustments (4)                                                                                                                                                                                       129                                             129



       Non-GAAP gross profit                                                                                                                                                                                      $30,163                        $18,647           $48,810






       
                
                  Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

    ---


       Reported gross margin on a GAAP basis                                                                                                                                                                         14.9%                         32.5%            18.7%



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



       Restructuring charges (2)                                                                                                                                                                                      0.1%                                           0.1%



       Fair value adjustments (4)                                                                                                                                                                                     0.1%                                           0.1%



       Non-GAAP gross margin                                                                                                                                                                                         15.1%                         34.3%            19.2%






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

    ---


       Reported income from operations on a GAAP basis                                                                                                                                                             $7,365                           $893            $8,258



       Amortization of intangible assets (1)                                                                                                                                                                        1,268                          3,825             5,093



       Restructuring charges (2)                                                                                                                                                                                       327                            627               954



       Acquisition related costs (3)                                                                                                                                                                                   200                                             200



       Fair value adjustments (4)                                                                                                                                                                                        129                                             129



       Non-GAAP income from operations                                                                                                                                                                               $9,289                         $5,345           $14,634






       
                
                  Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

    ---


       Reported operating margin on a GAAP basis                                                                                                                                                                     3.7%                          1.6%             3.2%



       Amortization of intangible assets (1)                                                                                                                                                                         0.6%                          7.0%             2.0%



       Restructuring charges (2)                                                                                                                                                                                      0.2%                          1.2%             0.4%



       Acquisition related costs (3)                                                                                                                                                                                  0.1%                          0.0%             0.1%



       Fair value adjustments (4)                                                                                                                                                                                     0.1%                          0.0%             0.1%



       Non-GAAP operating margin                                                                                                                                                                                      4.6%                          9.8%             5.8%






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



       2    Represents severance costs and costs related to facility closures



       3    Represents costs related to the QGT and DMS acquisitions



       4    Fair value adjustment related to DMS' sold inventories

                                                                                 
              
                ULTRA CLEAN HOLDINGS, INC.


                                                               
              
                UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS




                                                                                     
              Three Months Ended



                                                                                
              September 27,                                
              September 28,                   
     June 28,


                                                                                                           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                                                                    $513                                                  $(5,997)                   $(202)


        Amortization of intangible
         assets (1)                                                                                       5,093                                                     2,411                     5,053


        Restructuring charges (2)                                                                         1,393                                                     1,565                       774


        Acquisition related costs (3)                                                                       200                                                     9,490                     1,211


        Fair value adjustments (4)                                                                          129                                                                                766


        Depreciation adjustments (5)                                                                                                                                                        (360)


        Product transition fees (6)                                                                                                                                  657


        Disposal of business unit (7)                                                                                                                              1,082


        Income tax effect of non-GAAP
         adjustments (8)                                                                                (1,567)                                                  (2,220)                  (1,407)


        Income tax effect of valuation
         allowance (9)                                                                                    2,781                                                     4,865                     2,344


        Non-GAAP net income
         attributable to Ultra Clean
         Holdings, Inc.                                                                                  $8,542                                                   $11,853                    $8,179





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

    ---

        Reported income from operations
         on a GAAP basis                                                                                 $8,258                                                      $922                    $8,971


        Amortization of intangible
         assets (1)                                                                                       5,093                                                     2,411                     5,053


        Restructuring charges (2)                                                                           954                                                     1,565                       749


        Acquisition related costs (3)                                                                       200                                                     9,391                     1,211


        Fair value adjustments (4)                                                                          129                                                                                766


        Depreciation adjustments (5)                                                                                                                                                        (360)


        Product transition fees (6)                                                                                                                                  657


        Non-GAAP income from operations                                                                 $14,634                                                   $14,946                   $16,390





                                    Reconciliation of GAAP Operating
                                     margin to Non-GAAP Operating
                                     margin

    ---

        Reported operating margin on a
         GAAP basis                                                                                        3.2%                                                     0.4%                     3.4%


        Amortization of intangible
         assets (1)                                                                                        2.0%                                                     1.0%                     1.9%


        Restructuring charges (2)                                                                          0.4%                                                     0.7%                     0.2%


        Acquisition related costs (3)                                                                      0.1%                                                     4.0%                     0.5%


        Fair value adjustments (4)                                                                         0.1%                                                     0.0%                     0.3%


        Depreciation adjustments (5)                                                                       0.0%                                                     0.0%                    -0.1%


        Product transition fees (6)                                                                        0.0%                                                     0.3%                     0.0%


        Non-GAAP operating margin                                                                          5.8%                                                     6.4%                     6.2%





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

    ---

        Reported gross profit on a GAAP
         basis                                                                                          $47,504                                                   $34,995                   $48,169


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


        Restructuring charges (2)                                                                           154                                                     1,197                       350


        Fair value adjustments (4)                                                                          129                                                                                766


        Depreciation adjustments (5)                                                                                                                                                        (316)


        Product transition fees (6)                                                                                                                                  657



       Non-GAAP gross profit                                                                           $48,810                                                   $36,849                   $49,992





                                    Reconciliation of GAAP Gross
                                     margin to Non-GAAP Gross
                                     margin

    ---

        Reported gross margin on a GAAP
         basis                                                                                            18.7%                                                    15.0%                    18.2%


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


        Restructuring charges (2)                                                                          0.1%                                                     0.4%                     0.1%


        Fair value adjustments (4)                                                                         0.0%                                                     0.0%                     0.2%


        Depreciation adjustments (5)                                                                       0.0%                                                     0.0%                    -0.1%


        Product transition fees (6)                                                                        0.0%                                                     0.3%                     0.0%



       Non-GAAP gross margin                                                                             19.2%                                                    15.7%                    18.8%





                                    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                                                                                         $(3,492)                                                 $(2,766)                 $(6,390)


        Restructuring charges (2)                                                                           439                                                                               (25)


        Acquisition related costs (3)                                                                                                                                 99


        Disposal of business unit (7)                                                                                                                              1,082


        Non-GAAP interest and other
         income (expense)                                                                              $(3,053)                                                 $(1,585)                 $(6,415)






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



       2    Represents severance costs and costs related to facility closures



       3    Represents costs related to the QGT and DMS acquisitions



       4    Fair value adjustment related to DMS' sold inventories



       5    Depreciation adjustments related to QGT's fixed assets



       6    One-time product transition payment



       7    Represents the loss on disposal of the Company's 3D printing operations in Singapore



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


        9    The Company's GAAP tax expense is generally higher than the Company's non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation
         allowances. The Company's non-GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance
         position in effect.




                                                                                   
              Three Months Ended



                                                                                
              September 27,                                
              September 28,                   
     June 28,


                                                                                                           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                                                   $(0.15)                  $(0.01)


        Amortization of intangible
         assets                                                                                            0.13                                                      0.06                      0.13



       Restructuring charges                                                                              0.03                                                      0.04                      0.02


        Acquisition related costs                                                                          0.01                                                      0.24                      0.03


        Fair value adjustments                                                                                                                                                               0.02


        Depreciation adjustments                                                                                                                                                           (0.01)


        Product transition fees                                                                                                                                     0.02


        Disposal of business unit                                                                                                                                   0.03


        Income tax effect of non-GAAP
         adjustments                                                                                     (0.04)                                                   (0.06)                   (0.03)


        Income tax effect of valuation
         allowance                                                                                         0.07                                                      0.12                      0.06



       Non-GAAP net income                                                                               $0.21                                                     $0.30                     $0.21



        Weighted average number of
         diluted shares (thousands) on a
         non-GAAP basis                                                                                  40,025                                                    38,930                    39,734



                                                        
              
                ULTRA CLEAN HOLDINGS, INC.


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


                                                    
              Three Months Ended



                                               
              September 27,                     
              September 28,                     
              June 28,


                                                                     2019                                          2018                                     2019



                   (in thousands, except
                    percentages)


      Provision for income taxes on
       a GAAP basis                                                $3,878                                        $4,596                                   $2,835


      Income tax effect of non-GAAP
       adjustments (1)                                              1,567                                         2,220                                    1,407


      Income tax effect of valuation
       allowance (2)                                              (2,781)                                      (4,865)                                 (2,344)



      Non-GAAP provision for income
       taxes                                                       $2,664                                        $1,951                                   $1,898





      Income (loss) before income
       taxes on a GAAP basis                                       $4,766                                      $(1,844)                                  $2,581


      Amortization of intangible
       assets                                                       5,093                                         2,411                                    5,053


      Restructuring charges                                         1,393                                         1,565                                      774


      Acquisition related costs                                       200                                         9,490                                    1,211


      Fair value adjustments                                          129                                                                                   766


      Depreciation adjustments                                                                                                                           (360)


      Product transition fees                                                                                      657


      Disposal of business unit                                                                                  1,082


      Non-GAAP income before income
       taxes                                                      $11,581                                       $13,361                                  $10,025



      Effective income tax rate on a
       GAAP basis                                                   81.4%                                      -249.2%                                  109.8%



      Non-GAAP effective income tax
       rate                                                         23.0%                                        14.6%                                   18.9%






     1    Tax effect of items (1) through (7) 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.