UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
|
||
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
||
(Address of principal executive offices) |
|
(Zip Code) |
(
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
☒ |
Accelerated filer |
☐ |
|
Non-accelerated filer |
☐ |
Smaller reporting company |
|
|
|
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Number of shares outstanding of the issuer’s common stock as of August 2, 2022:
ULTRA CLEAN HOLDINGS, INC.
TABLE OF CONTENTS
|
|
|
|
|
ITEM 1. |
|
|
3 |
|
ITEM 2. |
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
25 |
ITEM 3. |
|
|
32 |
|
ITEM 4. |
|
|
32 |
|
|
|
|
|
|
ITEM 1. |
|
|
33 |
|
ITEM 1A. |
|
|
33 |
|
ITEM 2. |
|
|
33 |
|
ITEM 3. |
|
|
33 |
|
ITEM 4. |
|
|
33 |
|
ITEM 5. |
|
|
33 |
|
ITEM 6. |
|
|
33 |
|
|
34 |
|||
- 2 -
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
July 1, |
|
|
December 31, |
|
||
(In millions, except par value) |
|
2022 |
|
|
2021 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, net of allowance for doubtful accounts of $ |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Deferred tax assets, net |
|
|
|
|
|
|
||
Operating lease right-of-use assets |
|
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Bank borrowings |
|
$ |
|
|
$ |
|
||
Accounts payable |
|
|
|
|
|
|
||
Accrued compensation and related benefits |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Bank borrowings, net of current portion |
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Operating lease liabilities |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
and contingencies (See Note 10) |
|
|
|
|
|
|
||
Equity: |
|
|
|
|
|
|
||
UCT stockholders’ equity: |
|
|
|
|
|
|
||
Preferred stock — $ |
|
|
|
|
||||
Common stock — $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Common shares held in treasury, at cost, |
|
|
( |
) |
|
|
( |
) |
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive gain (loss) |
|
|
( |
) |
|
|
( |
) |
Total UCT stockholders' equity |
|
|
|
|
|
|
||
Noncontrolling interests |
|
|
|
|
|
|
||
Total equity |
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
|
|
$ |
|
||
(See accompanying Notes to Condensed Consolidated Financial Statements)
- 3 -
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
July 1, |
|
|
June 25, |
|
|
July 1, |
|
|
June 25, |
|
||||
(In millions, except per share amounts) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products |
|
$ |
|
|
|
|
|
|
|
|
|
|||||
Services |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total cost of revenues |
|
|
|
|
|
|
|
|
|
|
|
|||||
Gross profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
|
|
|
|
|
|
||||||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
||||||
Net loss on divestitures |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from operations |
|
|
( |
) |
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income (expense), net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income (loss) before provision for income taxes |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Provision for income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Less: Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to UCT |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) per share attributable to UCT common stockholders: |
|
|||||||||||||||
Basic |
|
|
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Diluted |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Shares used in computing net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(See accompanying Notes to Condensed Consolidated Financial Statements)
- 4 -
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
July 1, |
|
|
June 25, |
|
|
July 1, |
|
|
June 25, |
|
||||
(In millions) |
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Net income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive gain (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in cumulative translation adjustment |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Change in fair value of derivatives |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total other comprehensive gain (loss) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Other comprehensive income, attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income (loss) attributable to UCT |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
(See accompanying Notes to Condensed Consolidated Financial Statements)
- 5 -
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Six Months Ended |
|
|||||
|
|
July 1, |
|
|
June 25, |
|
||
(In millions) |
|
2022 |
|
|
2021 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash provided by operating activities (excluding assets acquired and liabilities assumed): |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Amortization of debt issuance costs |
|
|
|
|
|
|
||
Gain from insurance proceeds |
|
|
|
|
|
( |
) |
|
Gain on disposal of fixed assets |
|
|
( |
) |
|
|
|
|
Net loss on divestitures |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Change in the fair value of financial instruments |
|
|
( |
) |
|
|
|
|
Others |
|
|
|
|
|
|
||
Changes in assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
|
|
|
( |
) |
|
Inventories |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
|
|
Other non-current assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
( |
) |
|
|
|
|
Accrued compensation and related benefits |
|
|
|
|
|
( |
) |
|
Income taxes payable |
|
|
( |
) |
|
|
|
|
Operating lease assets and liabilities |
|
|
( |
) |
|
|
( |
) |
Other liabilities |
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of equipment, including insurance proceeds |
|
|
|
|
|
|
||
Settlement of forward contracts in conjunction with the acquisition of Ham-Let |
|
|
|
|
|
( |
) |
|
Divestiture of subsidiaries |
|
|
( |
) |
|
|
|
|
Acquisition of business, net of cash acquired |
|
|
|
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from bank borrowings |
|
|
|
|
|
|
||
Proceeds from issuance of common stock |
|
|
|
|
|
|
||
Principal payments on bank borrowings and finance leases |
|
|
( |
) |
|
|
( |
) |
Payments of debt issuance costs |
|
|
|
|
|
( |
) |
|
Payments of dividends to a joint venture shareholder |
|
|
( |
) |
|
|
( |
) |
Employees' taxes paid upon vesting of restricted stock units |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow information: |
|
|
|
|
|
|
||
Income taxes paid, net of income tax refunds |
|
$ |
|
|
$ |
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Property, plant and equipment purchased included in accounts payable and other |
|
$ |
|
|
$ |
|
||
(See accompanying Notes to Condensed Consolidated Financial Statements)
- 6 -
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
|
|
Three Months Ended |
|
||||||||||||||||||||||||||||||||||||
|
|
July 1, 2022 |
|
||||||||||||||||||||||||||||||||||||
|
|
Common Stock |
|
|
Additional |
|
|
Treasury shares |
|
|
Retained |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||||||
(In millions) |
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Shares |
|
Amount |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Equity of UCT |
|
|
Interests |
|
|
Equity |
|
||||||||||
Balance April 1, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|||||||||