Ultra Clean Reports Third Quarter 2020 Financial Results

HAYWARD, Calif., Oct. 28, 2020 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the third quarter ended September 25, 2020.

"Delivering another quarter of solid revenue and earnings is strong evidence of UCTT's execution capabilities as we drive towards our longer-term strategic and financial goals," said Jim Scholhamer, CEO. "Our diversified suite of quality products and services is capturing additional business from existing customers and gaining traction with new customers. Industry momentum remains steady as our end markets expand to power a new generation of semiconductor devices, giving us confidence in our ability to sustainably outperform over the long-term."

Third Quarter 2020 GAAP Financial Results

Total revenue was $363.3 million. SPS contributed $294.4 million and SSB added $68.9 million. Total gross margin was 20.5%, operating margin was 9.6%, and net income was $24.4 million or $0.60 and $0.59 per basic and diluted share. This compares to total revenue of $344.8 million, gross margin of 21.4%, operating margin of 8.9%, and net income of $21.3 million or $0.53 and $0.52 per basic and diluted share in the prior quarter.

Third Quarter 2020 Non-GAAP Financial Results

On a non-GAAP basis, gross margin was 21.0%, operating margin was 11.6%, and net income was $29.9 million or $0.73 per diluted share. This compares to gross margin of 22.0%, operating margin of 11.7%, and net income of $30.5 million or $0.75 per diluted share in the prior quarter.

Fourth Quarter 2020 Outlook

Due to limited visibility resulting from the pandemic, the Company has widened its guidance ranges to reflect the heightened uncertainty in the marketplace. The Company expects revenue in the range of $345.0 million to $375.0 million and GAAP diluted net income per share to be between $0.44 and $0.58. The Company expects non-GAAP diluted net income per share to be between $0.63 and $0.77.

Conference Call

The call will take place at 1:45 p.m. PT and can be accessed by dialing 1-844-826-3034 or 1-412-317-5179. 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 10148588. 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 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, stock-based compensation, and the tax effects of the foregoing adjustments.

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," "should" and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company's actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 27, 2019 as filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.

Contact:
Rhonda Bennetto, 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 25,                                           September 27,     September 25,                    September 27,


                                                                         2020                                                     2019               2020                              2019

                                                                                                                                                                                     ---




            Revenues:



            Product                                                            $
            294,381                                      $
            200,024                                    $
            831,656 $
            610,660



            Services                                                                    68,895                                                 54,299                                              197,298           169,171




            Total revenues                                                             363,276                                                254,323                                            1,028,954           779,831




            Cost of revenues:



            Product                                                                    243,582                                                170,144                                              687,613           525,782



            Services                                                                    45,118                                                 36,675                                              127,225           113,579




            Total cost of revenues                                                     288,700                                                206,819                                              814,838           639,361




            Gross profit                                                                74,576                                                 47,504                                              214,116           140,470




            Operating expenses:



            Research and development                                                     3,514                                                  3,634                                               10,765            10,986



            Sales and marketing                                                          5,989                                                  5,877                                               17,657            16,638



            General and administrative                                                  30,251                                                 29,735                                               97,498            87,437




            Total operating expenses                                                    39,754                                                 39,246                                              125,920           115,061




            Income from operations                                                      34,822                                                  8,258                                               88,196            25,409




            Interest income                                                                226                                                     74                                                  696               416



            Interest expense                                                           (4,133)                                               (6,636)                                            (13,094)         (19,899)



            Other income (expense), net                                                (1,079)                                                 3,070                                              (3,210)            4,282




            Income before provision for income taxes                                    29,836                                                  4,766                                               72,588            10,208



            Provision for income taxes                                                   4,776                                                  3,878                                               14,932             8,220




            Net income                                                                  25,060                                                    888                                               57,656             1,988




            Less: Net income attributable to noncontrolling                                695                                                    375                                                2,605             1,072
    interests




            Net income attributable to UCT                                      $
            24,365                                          $
            513                                     $
            55,051     $
            916

                                                                                                                                                                                                                         ===




            Net income per share attributable to UCT common
    stockholders:



            Basic                                                                 $
            0.60                                         $
            0.01                                       $
            1.37    $
            0.02



            Diluted                                                               $
            0.59                                         $
            0.01                                       $
            1.35    $
            0.02



            Shares used in computing net income per share:



            Basic                                                                       40,367                                                 39,557                                               40,091            39,363



            Diluted                                                                     41,149                                                 40,025                                               40,929            39,746

                                                                             
        
           ULTRA CLEAN HOLDINGS, INC.


                                                                           
        
        CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                              
        
           (Unaudited; in thousands)




                                                                                                      September 25,                         December 27,


                                                                                                               2020                                  2019



                                    
              
                ASSETS



     Current assets:



       Cash and cash equivalents                                                                                            $
         176,131                 $
         162,531



       Accounts receivable, net of allowance                                                                                       145,523                        112,694



       Inventories                                                                                                                 175,332                        172,420



       Prepaid expenses and other current assets                                                                                    17,150                         19,400




     Total current assets                                                                                                          514,136                        467,045






     Property, plant and equipment, net                                                                                            150,487                        145,272



     Goodwill                                                                                                                      171,132                        171,087



     Intangibles assets, net                                                                                                       165,469                        180,318



     Deferred tax assets, net                                                                                                       15,773                         15,498



     Operating lease right-of-use assets                                                                                            38,062                         34,877



     Other non-current assets                                                                                                        5,192                          5,209




     Total assets                                                                                                         $
         1,060,251               $
         1,019,306





        
              
                LIABILITIES AND STOCKHOLDERS
          '
     EQUITY



     Current liabilities:



       Bank borrowings                                                                                                        $
         7,515                   $
         8,842



       Accounts payable                                                                                                            111,398                        133,058



       Accrued compensation and related benefits                                                                                    30,752                         24,825



       Operating lease liabilities                                                                                                  12,090                         13,179



       Other current liabilities                                                                                                    33,543                         30,694




     Total current liabilities                                                                                                     195,298                        210,598






     Bank borrowings, net of current portion                                                                                       272,605                        283,390



     Deferred tax liabilities                                                                                                       25,183                         25,183



     Operating lease liabilities                                                                                                    31,242                         28,828



     Other liabilities                                                                                                              17,468                         18,800




     Total liabilities                                                                                                             541,796                        566,799






     Equity:



     UCT stockholders' equity:



       Common stock                                                                                                                305,994                        297,693



       Retained earnings                                                                                                           195,418                        140,367



       Accumulated other comprehensive loss                                                                                        (1,343)                       (1,334)




     Total UCT stockholders' equity                                                                                                500,069                        436,726




       Noncontrolling interest                                                                                                      18,386                         15,781




     Total equity                                                                                                                  518,455                        452,507




     Total liabilities and equity                                                                                         $
         1,060,251               $
         1,019,306




                                                                                                  
     
                ULTRA CLEAN HOLDINGS, INC.


                                                                                                
     
       CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                  
     
                (Unaudited; in thousands)




                                                                                                                                                                          Nine Months Ended



                                                                                                                                                      September 25,                         September 27,


                                                                                                                                                               2020                                   2019

                                                                                                                                                                                                      ---


              Cash flows from operating activities:



              Net income                                                                                                                                            $
         57,656                                    $
           1,988



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



                    Depreciation and amortization                                                                                                                        35,064                                            32,152



              Stock-based compensation                                                                                                                                    9,463                                             9,078



              Deferred income taxes                                                                                                                                       (273)                                          (2,115)



              Change in the fair value of financial instruments and earn-out liability                                                                                    4,376                                           (3,720)



              Others                                                                                                                                                    (1,939)                                               25



              Changes in assets and liabilities:



              Accounts receivable                                                                                                                                      (32,677)                                          (2,376)



              Inventories                                                                                                                                               (2,964)                                           42,489



              Prepaid expenses and other current assets                                                                                                                     325                                             1,994



              Other non-current assets                                                                                                                                       17                                             (776)



              Accounts payable                                                                                                                                         (21,919)                                            (282)



              Accrued compensation and related benefits                                                                                                                   5,916                                             8,757



              Operating lease assets and liabilities                                                                                                                      (791)                                            2,332



              Income taxes payable                                                                                                                                        3,169                                           (1,473)



              Other liabilities                                                                                                                                         (2,538)                                            1,000




              Net cash provided by operating activities                                                                                                                  52,885                                            89,073




              Cash flows from investing activities:



              Purchases of property, plant and equipment                                                                                                               (26,535)                                         (12,665)



              Proceeds from sale of property and equipment, including insurance proceeds                                                                                  6,614                                             2,698



              Acquisition of Dynamic Manufacturing Solutions, LLC                                                                                                                                         (29,873)




              Net cash used in investing activities                                                                                                                    (19,921)                                         (39,840)




              Cash flows from financing activities:



              Proceeds from bank borrowings                                                                                                                              69,670                                            34,805



              Proceeds from issuance of common stock                                                                                                                        260                                               126



              Payments on bank borrowings and finance leases                                                                                                           (85,688)                                         (64,534)



              Payment of contingent earn-out                                                                                                                            (1,428)



              Withholding tax on employee equity compensation                                                                                                           (1,422)                                          (1,652)




              Net cash used in financing activities                                                                                                                    (18,608)                                         (31,255)




              Effect of exchange rate changes on cash and cash equivalents                                                                                                (756)                                          (3,433)




              Net increase in cash and cash equivalents                                                                                                                  13,600                                            14,545




              Cash and cash equivalents at beginning of period                                                                                                          162,531                                           144,145




              Cash and cash equivalents at end of period                                                                                                           $
         176,131                                  $
           158,690

                                                                                                                                                                                                                                ===

                                                                                                                                            
              
                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 25, 2020                       
             September 25, 2020



                                                                  
              SPS                                
              SSB          Consolidated                
              SPS                         
     SSB               Consolidated




       Revenues                                                                          $
              294,381                       $
             68,895                                         $
       363,276                  $
              294,381             $
              68,895       $
            363,276



       Gross profit                                                                       $
              50,799                       $
             23,777                                          $
       74,576                   $
              51,442             $
              24,799        $
            76,241



       Gross margin                                                                                    17.3%                                  34.5%                                               20.5%                               17.5%                         36.0%                  21.0%



       Income from operations                                                             $
              27,404                        $
             7,418                                          $
       34,822                   $
              31,716             $
              10,247        $
            41,963



       Operating margin                                                                                 9.3%                                  10.8%                                                9.6%                               10.8%                         14.9%                  11.6%




                                                                                                                                                                                                                      
       Three Months Ended


                                                                                                                                                                                                                      
       September 25, 2020



                                                                                                                                                                                                                 
     SPS                         
     SSB         Consolidated




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

    ---


       Reported gross profit on a GAAP basis                                                                                                                                                                          $
       50,799                   $
        23,777              $
        74,576



       Amortization of intangible assets (1)                                                                                                                                                                                                              1,022                     1,022



       Restructuring charges (2)                                                                                                                                                                                              260                                                     260



       Stock-based compensation expense (3)                                                                                                                                                                                   383                                                     383




       Non-GAAP gross profit                                                                                                                                                                                          $
       51,442                   $
        24,799              $
        76,241






       
                
                  Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

    ---


       Reported gross margin on a GAAP basis                                                                                                                                                                                17.3%                         34.5%                    20.5%



       Amortization of intangible assets (1)                                                                                                                                                                                 0.0%                          1.5%                     0.3%



       Restructuring charges (2)                                                                                                                                                                                             0.1%                                                   0.1%



       Stock-based compensation expense (3)                                                                                                                                                                                  0.1%                                                   0.1%




       Non-GAAP gross margin                                                                                                                                                                                                17.5%                         36.0%                    21.0%






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

    ---


       Reported income from operations on a GAAP basis                                                                                                                                                                $
       27,404                    $
        7,418              $
        34,822



       Amortization of intangible assets (1)                                                                                                                                                                                1,173                          3,776                     4,949



       Restructuring charges (2)                                                                                                                                                                                              260                                                     260



       Stock-based compensation expense (3)                                                                                                                                                                                 2,879                            405                     3,284



       Gain on the sale of property (4)                                                                                                                                                                                                                 (1,352)                  (1,352)




       Non-GAAP income from operations                                                                                                                                                                                $
       31,716                   $
        10,247              $
        41,963






       
                
                  Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

    ---


       Reported operating margin on a GAAP basis                                                                                                                                                                             9.3%                         10.8%                     9.6%



       Amortization of intangible assets (1)                                                                                                                                                                                 0.4%                          5.5%                     1.4%



       Restructuring charges (2)                                                                                                                                                                                             0.1%                          0.0%                     0.1%



       Stock-based compensation expense (3)                                                                                                                                                                                  1.0%                          0.6%                     0.9%



       Gain on the sale of property (4)                                                                                                                                                                                      0.0%                         -2.0%                    -0.4%




       Non-GAAP operating margin                                                                                                                                                                                            10.8%                         14.9%                    11.6%






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



       2    Represents severance, retention and costs related to facility closures



       3    Represents compensation expense for stock granted to employees and directors



       4    Represents gain realized on the sale of land in South Korea

                                                                                                                         
              
                ULTRA CLEAN HOLDINGS, INC.


                                                                                                       
              
                UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS




                                                                                                                                                                           
              Three Months Ended



                                                                                                                                                           September 25,                                 September 27,               June 26,


                                                                                                                                                                    2020                                           2019                    2020




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

    ---


              Reported net income attributable to UCT on a GAAP basis                                                                                                      $
              24,365                                   $
            513           $
          21,264



              Amortization of intangible assets (1)                                                                                                                                   4,949                                           5,093                    4,949



              Restructuring charges (2)                                                                                                                                                 400                                           1,393                    1,572



              Stock-based compensation expense (3)                                                                                                                                    3,284                                           3,408                    3,104



              Fair value adjustments (4)                                                                                                                                                200                                             129                    1,209



              Acquisition related costs (5)                                                                                                                                                                            200



              Gain on the sale of property (6)                                                                                                                  (1,352)



              Income tax effect of non-GAAP adjustments (7)                                                                                                                         (1,352)                                        (2,351)                 (2,037)



              Income tax effect of valuation allowance (8)                                                                                                                            (616)                                          2,781                      470




              Non-GAAP net income attributable to UCT                                                                                                                      $
              29,878                                $
            11,166           $
          30,531






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

    ---


              Reported income from operations on a GAAP basis                                                                                                              $
              34,822                                 $
            8,258           $
          30,825



              Amortization of intangible assets (1)                                                                                                                                   4,949                                           5,093                    4,949



              Restructuring charges (2)                                                                                                                                                 260                                             954                    1,572



              Stock-based compensation expense (3)                                                                                                                                    3,284                                           3,408                    3,104



              Fair value adjustments (4)                                                                                                                                                                               129



              Acquisition related costs (5)                                                                                                                                                                            200



              Gain on the sale of property (6)                                                                                                                  (1,352)




              Non-GAAP income from operations                                                                                                                              $
              41,963                                $
            18,042           $
          40,450






              
                
                  Reconciliation of GAAP Operating margin to Non-GAAP Operating margin

    ---


              Reported operating margin on a GAAP basis                                                                                                                                9.6%                                           3.2%                    8.9%



              Amortization of intangible assets (1)                                                                                                                                    1.4%                                           2.0%                    1.4%



              Restructuring charges (2)                                                                                                                                                0.1%                                           0.4%                    0.5%



              Stock-based compensation expense (3)                                                                                                                                     0.9%                                           1.3%                    0.9%



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



              Acquisition related costs (5)                                                                                                                                            0.0%                                           0.1%                    0.0%



              Gain on the sale of property (6)                                                                                                                                        -0.4%                                           0.0%                    0.0%




              Non-GAAP operating margin                                                                                                                                               11.6%                                           7.1%                   11.7%






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

    ---


              Reported gross profit on a GAAP basis                                                                                                                        $
              74,576                                $
            47,504           $
          73,878



              Amortization of intangible assets (1)                                                                                                                                   1,022                                           1,023                    1,022



              Restructuring charges (2)                                                                                                                                                 260                                             154                      253



              Stock-based compensation expense (3)                                                                                                                                      383                                             514                      726



              Fair value adjustments (4)                                                                                                                                                                               129




              Non-GAAP gross profit                                                                                                                                        $
              76,241                                $
            49,324           $
          75,879






              
                
                  Reconciliation of GAAP Gross margin to Non-GAAP Gross margin

    ---


              Reported gross margin on a GAAP basis                                                                                                                                   20.5%                                          18.7%                   21.4%



              Amortization of intangible assets (1)                                                                                                                                    0.3%                                           0.4%                    0.3%



              Restructuring charges (2)                                                                                                                                                0.1%                                           0.1%                    0.1%



              Stock-based compensation expense (3)                                                                                                                                     0.1%                                           0.2%                    0.2%



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




              Non-GAAP gross margin                                                                                                                                                   21.0%                                          19.4%                   22.0%






              
                
                  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                                                                                                $
              (4,986)                              $
            (3,492)         $
          (3,055)



              Restructuring charges (2)                                                                                                                                                 140                                             439



              Fair value adjustments (4)                                                                                                                            200                                                                        1,209




              Non-GAAP interest and other income (expense)                                                                                                                $
              (4,646)                              $
            (3,053)         $
          (1,846)


                                                                                                                                                                                                       
         Three Months Ended



                                                                                                                                                                                         September 25,                          September 27,           June 26,


                                                                                                                                                                                                  2020                                    2019                2020




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

    ---


              Reported net income on a GAAP basis                                                                                                                                                        $
         0.59                                $
          0.01    $
         0.52



              Amortization of intangible assets (1)                                                                                                                                                             0.12                                        0.13           0.12



              Restructuring charges (2)                                                                                                                                                                         0.01                                        0.03           0.04



              Stock-based compensation expense (3)                                                                                                                                                              0.08                                        0.09           0.08



              Fair value adjustments (4)                                                                                                                                                                        0.00                                        0.00           0.03



              Gain on the sale of property (6)                                                                                                                                                                (0.03)



              Income tax effect of non-GAAP adjustments (7)                                                                                                                                                   (0.03)                                     (0.06)        (0.05)



              Income tax effect of valuation allowance (8)                                                                                                                                                    (0.01)                                       0.07           0.01




              Non-GAAP net income                                                                                                                                                                        $
         0.73                                $
          0.27    $
         0.75




              Weighted average number of diluted shares (thousands) on a non-GAAP basis                                                                                                                     41,149                                      40,025         40,834




                                                                                                                             
              
                ULTRA CLEAN HOLDINGS, INC.


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




                                                                                                                                                                                                       
         Three Months Ended

                                                                                                                                                                                                                                               ---

                                                                                                                                                                                         September 25,                          September 27,           June 26,


                                                                                                                                                                                                  2020                                    2019                2020




              
                (in thousands, except percentages)



              Provision for income taxes on a GAAP basis                                                                                                                                                $
         4,776                               $
          3,878   $
         5,691



              Income tax effect of non-GAAP adjustments (7)                                                                                                                                                    1,352                                       2,351          2,037



              Income tax effect of valuation allowance (8)                                                                                                                                                       616                                     (2,781)         (470)




              Non-GAAP provision for income taxes                                                                                                                                                       $
         6,744                               $
          3,448   $
         7,258






              Income before income taxes on a GAAP basis                                                                                                                                               $
         29,836                               $
          4,766  $
         27,770



              Amortization of intangible assets (1)                                                                                                                                                            4,949                                       5,093          4,949



              Restructuring charges (2)                                                                                                                                                                          400                                       1,393          1,572



              Stock-based compensation expense (3)                                                                                                                                                             3,284                                       3,408          3,104



              Fair value adjustments (4)                                                                                                                                                                         200                                         129          1,209



              Acquisition related costs (5)                                                                                                                                                                                                                 200



              Gain on the sale of property (6)                                                                                                                                                               (1,352)




              Non-GAAP income before income taxes                                                                                                                                                      $
         37,317                              $
          14,989  $
         38,604




              Effective income tax rate on a GAAP basis                                                                                                                                                        16.0%                                      81.4%         20.5%




              Non-GAAP effective income tax rate                                                                                                                                                               18.1%                                      23.0%         18.8%






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



              2    Represents severance, retention and costs related to facility closures



              3    Represents compensation expense for stock granted to employees and directors



              4    Fair value adjustments related to contingent consideration, purchase obligation, DMS' sold inventories



              5    Represents costs related to the acquisition of DMS



              6    Represents gain realized on the sale of land in South Korea



              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.

View original content to download multimedia:http://www.prnewswire.com/news-releases/ultra-clean-reports-third-quarter-2020-financial-results-301162138.html

SOURCE Ultra Clean Holdings, Inc.