Ichor Holdings, Ltd. Announces Third Quarter 2017 Financial Results
November 9, 2017
Highlights for the third quarter of 2017 and guidance for the fourth quarter of 2017 are as follows:
-
Revenue of
$164 .5 million -
U.S. GAAP net income from continuing operations of$14 .3 million and diluted earnings per share from continuing operations attributable to ordinary shareholders (“diluted EPS”) of$0.54 -
Non-GAAP adjusted net income from continuing operations of
$16 .3 million and non-GAAP adjusted diluted EPS of$0.62 -
Fourth quarter revenue guidance of
$175 -$185 million, exclusive of its previously announced acquisition of Talon Holdings, LLC (“Talon”)
“Our Q3 results of
Quarter Ended | Quarter Ended | |||||||||||||||||||||
September |
|
Change |
September |
September |
Change | |||||||||||||||||
(in thousands, except per share amounts and percentages) | ||||||||||||||||||||||
|
||||||||||||||||||||||
Net sales | $ | 164,519 | $ | 159,733 | + 3 | % | $ | 164,519 | $ | 105,687 | + 56 | % | ||||||||||
Gross profit percent | 14.7 | % | 14.7 | % | n/c | 14.7 | % | 16.0 | % | - 130 bps | ||||||||||||
Operating margin percent | 5.2 | % | 7.4 | % | - 220 bps | 5.2 | % | 6.4 | % | - 120 bps | ||||||||||||
Net income from continuing operations | $ | 14,298 | $ | 10,470 | + 37 | % | $ | 14,298 | $ | 7,681 | + 86 | % | ||||||||||
Diluted EPS | $ | 0.54 | $ | 0.40 | + 35 | % | $ | 0.54 | $ | 0.08 | n/m (1) | |||||||||||
Quarter Ended | Quarter Ended | |||||||||||||||||||||
September |
|
Change |
September |
September |
Change | |||||||||||||||||
(in thousands, except per share amounts and percentages) | ||||||||||||||||||||||
Non-GAAP Financial Results: | ||||||||||||||||||||||
Net sales | $ | 164,519 | $ | 159,733 | + 3 | % | $ | 164,519 | $ | 105,687 | + 56 | % | ||||||||||
Gross profit percent | 16.6 | % | 15.8 | % | + 80 bps | 16.6 | % | 16.0 | % | + 60 bps | ||||||||||||
Operating margin percent | 10.6 | % | 10.5 | % | + 10 bps | 10.6 | % | 9.1 | % | + 150 bps | ||||||||||||
Adjusted net income from continuing operations | $ | 16,325 | $ | 15,528 | + 5 | % | $ | 16,325 | $ | 8,256 | + 98 | % | ||||||||||
Diluted EPS | $ | 0.62 | $ | 0.60 | + 3 | % | $ | 0.62 | $ | 0.34 (2) | + 82 | % | ||||||||||
(1) |
Comparing third quarter 2017 diluted EPS to third quarter 2016 is
not meaningful, as during 2016 (through our |
|
(2) |
For the third quarter of 2016, assumes the IPO shares sold, the
conversion of preferred shares into ordinary shares, and vesting of
restricted shares and options in connection with our |
|
For the third quarter of 2017, revenue was
Non-GAAP Financial Results Overview
For the third quarter of 2017, non-GAAP adjusted net income from
continuing operations was
Fourth Quarter 2017 Financial Outlook
For the fourth quarter of 2017, Ichor expects revenue and non-GAAP
adjusted diluted EPS to be in the range of
This outlook for non-GAAP adjusted diluted EPS excludes known charges related to amortization of intangible assets and share-based compensation expense, but does not reflect any items that are unknown at this time, such as any additional charges related to acquisitions or other non-operational or unusual items, as well as other tax related items, which we are not able to predict without unreasonable efforts due to their inherent uncertainty.
Balance Sheet and Cash Flow Results
At
We use a 52 or 53 week fiscal year ending on the last Friday in
December. The three months ended
Use of Non-GAAP Financial Results
In addition to
Management uses non-GAAP adjusted net income from continuing operations,
and non-GAAP adjusted diluted EPS to evaluate Ichor’s operating and
financial results. Ichor believes the presentation of non-GAAP results
is useful to investors for analyzing business trends and comparing
performance to prior periods, along with enhancing investors’ ability to
view Ichor’s results from management’s perspective. A table presenting
the reconciliation of non-GAAP results to
Conference Call
Ichor will conduct a conference call to discuss its third quarter 2017
results and business outlook on
To listen to the conference call via the Internet, please visit the investor relations section of Ichor’s Web site at ir.ichorsystems.com. To listen to the conference call via telephone, please call 844-395-9251 (domestic) or 478-219-0504 (international), conference ID: 58939218.
A taped replay of the webcast will be available shortly after the call on Ichor’s website or by calling 855-859-2056 (domestic) or 404-537-3406 (international), conference ID: 58939218.
About Ichor
Ichor is a leader in the design, engineering and manufacturing of critical fluid delivery subsystems for semiconductor capital equipment. Our primary offerings include gas and chemical delivery subsystems, collectively known as fluid delivery subsystems, which are key elements of the process tools used in the manufacturing of semiconductor devices. Our gas delivery subsystems deliver, monitor and control precise quantities of the specialized gases used in semiconductor manufacturing processes such as etch and deposition. Our chemical delivery subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as electroplating and cleaning. We also manufacture certain components for internal use in fluid delivery systems and for direct sales to our customers. This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and chemical systems, respectively. For more information, please visit Ichor’s website at: www.ichorsystems.com.
Safe Harbor Statement
Certain statements in this release are “forward-looking statements” made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Words such as “guidance,” “expects,”
“intends,” “projects,” “plans,” “believes,” “estimates,” “targets,”
“anticipates,” and similar expressions are used to identify these
forward-looking statements. Examples of forward-looking statements
include, but are not limited to, statements regarding expected revenue
and non-GAAP adjusted diluted EPS, as well as any other statement that
does not directly relate to any historical or current fact.
Forward-looking statements are based on current expectations and
assumptions, which may not prove to be accurate. These statements are
not guarantees and are subject to risks, uncertainties and changes in
circumstances that are difficult to predict. Many factors could cause
actual results to differ materially and adversely from these
forward-looking statements, including: (1) the integration of Cal-Weld
with Ichor, including the ability to retain customers, suppliers and key
employees, (2) dependence on expenditures by manufacturers and cyclical
downturns in the semiconductor capital equipment industry, (3) reliance
on a very small number of original equipment manufacturers for a
significant portion of sales, (4) negotiating leverage held by our
customers, (5) competitiveness and rapid evolution of the industries in
which we participate, (6) risks associated with weakness in the global
economy and geopolitical instability, (7) keeping pace with developments
in the industries we serve and with technological innovation generally,
(8) designing, developing and introducing new products that are accepted
by original equipment manufacturers in order to retain our existing
customers and obtain new customers, (9) managing our manufacturing and
procurement process effectively, (10) defects in our products that could
damage our reputation, decrease market acceptance and result in
potentially costly litigation, and (11) dependence on a limited number
of suppliers. Additional information concerning these and other factors
can be found in Ichor’s filings with the
Consolidated Balance Sheets (in thousands, except share and per share data) (unaudited) |
||||||||
2017 |
2016 |
|||||||
Assets | ||||||||
Current assets: | ||||||||
Cash | $ | 41,987 | $ | 50,854 | ||||
Restricted cash | 861 | 1,794 | ||||||
Accounts receivable, net | 59,351 | 26,401 | ||||||
Inventories | 110,632 | 70,881 | ||||||
Prepaid expenses and other current assets | 3,617 | 7,061 | ||||||
Current assets from discontinued operations | 21 | 99 | ||||||
Total current assets | 216,469 | 157,090 | ||||||
Property and equipment, net | 16,748 | 12,018 | ||||||
Other noncurrent assets | 1,677 | 3,574 | ||||||
Deferred tax assets | 1,388 | 570 | ||||||
Intangible assets, net | 38,468 | 32,146 | ||||||
|
95,028 | 77,093 | ||||||
Total assets | $ | 369,778 | $ | 282,491 | ||||
Liabilities and Shareholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 91,553 | $ | 88,531 | ||||
Accrued liabilities | 7,179 | 6,554 | ||||||
Other current liabilities | 5,897 | 5,421 | ||||||
Current portion of long-term debt | 1,180 | — | ||||||
Current liabilities from discontinued operations | 626 | 564 | ||||||
Total current liabilities | 106,435 | 101,070 | ||||||
Long-term debt, less current portion, net | 66,562 | 37,944 | ||||||
Deferred tax liabilities | 440 | 606 | ||||||
Other non-current liabilities | 2,516 | 1,173 | ||||||
Non-current liabilities from discontinued operations | 31 | 39 | ||||||
Total liabilities | 175,984 | 140,832 | ||||||
Shareholders’ equity | ||||||||
Preferred shares ( |
— | — | ||||||
Ordinary shares ( |
3 | 2 | ||||||
Additional paid in capital | 211,193 | 196,049 | ||||||
Accumulated deficit | (17,402 | ) | (54,392 | ) | ||||
Total shareholders’ equity | 193,794 | 141,659 | ||||||
Total liabilities and shareholders’ equity | $ | 369,778 | $ | 282,491 | ||||
Consolidated Statement of Operations (in thousands, except share and per share data) (unaudited) |
||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
2017 |
2017 |
2016 |
2017 |
2016 |
||||||||||||||||
Net sales | $ | 164,519 | $ | 159,733 | $ | 105,687 | $ | 472,956 | $ | 274,339 | ||||||||||
Cost of sales | 140,323 | 136,227 | 88,802 | 401,239 | 230,349 | |||||||||||||||
Gross profit | 24,196 | 23,506 | 16,885 | 71,717 | 43,990 | |||||||||||||||
Operating expenses: | ||||||||||||||||||||
Research and development | 1,992 | 1,950 | 1,564 | 5,686 | 4,229 | |||||||||||||||
Selling, general, and administrative | 11,430 | 7,984 | 6,782 | 26,272 | 20,329 | |||||||||||||||
Amortization of intangible assets | 2,220 | 1,803 | 1,804 | 5,818 | 5,210 | |||||||||||||||
Total operating expenses | 15,642 | 11,737 | 10,150 | 37,776 | 29,768 | |||||||||||||||
Operating income | 8,554 | 11,769 | 6,735 | 33,941 | 14,222 | |||||||||||||||
Interest expense, net | 739 | 675 | 1,183 | 2,104 | 3,245 | |||||||||||||||
Other expense (income), net | 73 | 151 | (241 | ) | (325 | ) | (384 | ) | ||||||||||||
Income from continuing operations before income taxes | 7,742 | 10,943 | 5,793 | 32,162 | 11,361 | |||||||||||||||
Income tax benefit from continuing operations | (6,556 | ) | 473 | (1,888 | ) | (5,558 | ) | (1,427 | ) | |||||||||||
Net income from continuing operations | 14,298 | 10,470 | 7,681 | 37,720 | 12,788 | |||||||||||||||
Discontinued operations: | ||||||||||||||||||||
Income (loss) from discontinued operations before taxes | — | (610 | ) | 16 | (721 | ) | (4,013 | ) | ||||||||||||
Income tax expense from discontinued operations | 8 | — | 23 | 9 | 26 | |||||||||||||||
Net loss from discontinued operations | (8 | ) | (610 | ) | (7 | ) | (730 | ) | (4,039 | ) | ||||||||||
Net income | 14,290 | 9,860 | 7,674 | 36,990 | 8,749 | |||||||||||||||
Less: Undistributed earnings attributable to preferred shareholders | — | — | (7,628 | ) | — | (8,707 | ) | |||||||||||||
Net income attributable to ordinary shareholders | $ | 14,290 | $ | 9,860 | $ | 46 | $ | 36,990 | $ | 42 | ||||||||||
Net income per share from continuing operations attributable to ordinary shareholders: | ||||||||||||||||||||
Basic | $ | 0.57 | $ | 0.42 | $ | 0.43 | $ | 1.51 | $ | 0.72 | ||||||||||
Diluted | $ | 0.54 | $ | 0.40 | $ | 0.08 | $ | 1.45 | $ | 0.16 | ||||||||||
Net income per share attributable to ordinary shareholders: | ||||||||||||||||||||
Basic | $ | 0.57 | $ | 0.40 | $ | 0.43 | $ | 1.48 | $ | 0.49 | ||||||||||
Diluted | $ | 0.54 | $ | 0.38 | $ | 0.08 | $ | 1.42 | $ | 0.11 | ||||||||||
Shares used to compute net income from continuing operations per share attributable to ordinary shareholders: | ||||||||||||||||||||
Basic | 25,267,113 | 24,848,365 | 106,082 | 24,923,298 | 85,781 | |||||||||||||||
Diluted | 26,278,147 | 26,063,527 | 542,949 | 26,008,346 | 380,501 | |||||||||||||||
Shares used to compute net income per share attributable to ordinary shareholders: | ||||||||||||||||||||
Basic | 25,267,113 | 24,848,365 | 106,082 | 24,923,298 | 85,781 | |||||||||||||||
Diluted | 26,278,147 | 26,063,527 | 542,949 | 26,008,346 | 380,501 | |||||||||||||||
Consolidated Statements of Cash Flows (in thousands) (unaudited) |
||||||||
Nine Months Ended | ||||||||
2017 |
2016 |
|||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 36,990 | $ | 8,749 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 8,351 | 7,049 | ||||||
Gain on sale of investments and settlement of note receivable | (241 | ) | — | |||||
Share-based compensation | 1,536 | 1,345 | ||||||
Deferred income taxes | (6,207 | ) | (2,485 | ) | ||||
Amortization of debt issuance costs | 412 | 395 | ||||||
Changes in operating assets and liabilities, net of assets acquired: | ||||||||
Accounts receivable, net | (22,632 | ) | (13,420 | ) | ||||
Inventories | (18,915 | ) | (10,236 | ) | ||||
Prepaid expenses and other assets | 4,112 | (2,065 | ) | |||||
Accounts payable | (2,081 | ) | 15,657 | |||||
Accrued liabilities | (1,280 | ) | 1,397 | |||||
Other liabilities | 881 | (2,361 | ) | |||||
Net cash provided by operating activities | 926 | 4,025 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (6,609 | ) | (2,253 | ) | ||||
Cash paid for acquisitions, net of cash acquired | (49,542 | ) | (17,406 | ) | ||||
Proceeds from sale of intangible assets | — | 230 | ||||||
Proceeds from sale of property, plant, and equipment | — | 243 | ||||||
Proceeds from sale of investments and settlement note receivable | 2,430 | — | ||||||
Net cash used in investing activities | (53,721 | ) | (19,186 | ) | ||||
Cash flows from financing activities: | ||||||||
Issuance of ordinary shares, net of fees | 7,278 | — | ||||||
Proceeds from exercise of stock options | 6,331 | — | ||||||
Debt issuance and modification costs | (319 | ) | — | |||||
Borrowings under revolving commitment | 10,000 | 12,000 | ||||||
Repayments on revolving commitment | — | (7,000 | ) | |||||
Borrowing on long-term debt | 20,000 | 15,000 | ||||||
Repayments on long-term debt | (295 | ) | (3,723 | ) | ||||
Net cash provided by financing activities | 42,995 | 16,277 | ||||||
Net increase (decrease) in cash | (9,800 | ) | 1,116 | |||||
Cash and restricted cash at beginning of year | 52,648 | 24,188 | ||||||
Cash and restricted cash at end of quarter | $ | 42,848 | $ | 25,304 | ||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid during the period for interest | $ | 2,518 | $ | 2,628 | ||||
Cash paid (refunded) during the period for taxes | $ | 150 | $ | (129 | ) | |||
Supplemental disclosures of non-cash activities: | ||||||||
Capital expenditures included in accounts payable | $ | 267 | $ | 197 | ||||
Reconciliation of (in thousands, except share and per share data) (unaudited) |
||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
2017 |
2017 |
2016 |
2017 |
2016 |
||||||||||||||||
(in thousands, except share and per share amounts) | ||||||||||||||||||||
Net income from continuing operations | $ | 14,298 | $ | 10,470 | $ | 7,681 | $ | 37,720 | $ | 12,788 | ||||||||||
Non-GAAP adjustments: | ||||||||||||||||||||
Amortization of intangible assets | 2,220 | 1,803 | 1,804 | 5,818 | 5,210 | |||||||||||||||
Share-based compensation | 623 | 569 | 372 | 1,536 | 1,344 | |||||||||||||||
Other non-recurring expenses, net (1) | 2,076 | 952 | 698 | 2,528 | 2,753 | |||||||||||||||
Tax adjustments related to non-GAAP adjustments | (20 | ) | (18 | ) | (28 | ) | (62 | ) | (67 | ) | ||||||||||
Tax benefit from acquisitions (2) | (5,281 | ) | — | (2,271 | ) | (5,281 | ) | (2,271 | ) | |||||||||||
Tax benefit from re-characterizing intercompany debt to equity (3) | (1,627 | ) | — | — | (1,627 | ) | — | |||||||||||||
Adjustments to cost of goods sold (4) | — | 1,752 | — | 1,752 | — | |||||||||||||||
Fair value adjustment for Cal-Weld inventory (5) | 3,004 | — | — | 3,004 | — | |||||||||||||||
Loss on Ajax acquisition arbitration settlement (6) | 1,032 | — | — | 1,032 | — | |||||||||||||||
Non-GAAP adjusted net income from continuing operations | $ | 16,325 | $ | 15,528 | $ | 8,256 | $ | 46,420 | $ | 19,757 | ||||||||||
Non-GAAP adjusted diluted EPS | $ | 0.62 | $ | 0.60 | $ | 0.34 | $ | 1.78 | $ | 0.82 | ||||||||||
Shares used to compute diluted EPS (7) | 26,278,147 | 26,063,527 | 24,322,119 | 26,008,346 | 24,142,743 | |||||||||||||||
(1) |
Included in this amount for the third and second quarter of 2017 are
(i) expenses incurred in connection with the secondary offering of
our ordinary shares by FP and (ii) acquisition related expenses.
Included in this amount for the nine months ended |
|
(2) |
Included in this amount for the three and nine months ended
|
|
(3) |
In the third quarter of 2017 the Company re-characterized
intercompany debt between its |
|
(4) |
During the second quarter of 2017, we corrected an error related to
translating the inventory balances at our |
|
(5) |
As part of our purchase price allocation for Cal-Weld, we recorded
inventory at fair value, which included a fair value adjustment to
inventory of |
|
(6) | During the third quarter of 2017, we received a final arbitration ruling on our working capital claim with the sellers of Ajax. The ruling was outside the one year measurement period and therefore could not be considered an adjustment to goodwill, resulting in a charge to selling, general, and administrative expense. | |
(7) |
Assumes the IPO shares sold, the conversion of preferred shares into
ordinary shares, and vesting of restricted shares and options in
connection with the IPO occurred at the beginning of the measurement
period, for comparability between current and prior periods. No
adjustment is needed to diluted shares outstanding for the third and
second quarters of 2017 and for the nine months ended |
|
(in thousands) (unaudited) |
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Quarter Ended | Quarter Ended | Quarter Ended | ||||||||||||||||||||||
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|
|
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Non- |
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Non- |
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Non- |
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Net sales | $ | 164,519 | $ | 164,519 | $ | 159,733 | $ | 159,733 | $ | 105,687 | $ | 105,687 | ||||||||||||
Cost of sales (1) | 140,323 | 137,277 | 136,227 | 134,448 | 88,802 | 88,795 | ||||||||||||||||||
Gross profit | 24,196 | 27,242 | 23,506 | 25,285 | 16,885 | 16,892 | ||||||||||||||||||
Operating expenses (1) | 15,642 | 9,733 | 11,737 | 8,440 | 10,150 | 7,283 | ||||||||||||||||||
Operating income | 8,554 | 17,509 | 11,769 | 16,845 | 6,735 | 9,609 | ||||||||||||||||||
Interest expense | 739 | 739 | 675 | 675 | 1,183 | 1,183 | ||||||||||||||||||
Other expense (income), net | 73 | 73 | 151 | 151 | (241 | ) | (241 | ) | ||||||||||||||||
Income from continuing operations before income taxes | 7,742 | 16,697 | 10,943 | 16,019 | 5,793 | 8,667 | ||||||||||||||||||
Income tax expense (benefit) from continuing operations | (6,556 | ) | 372 | 473 | 491 | (1,888 | ) | 411 | ||||||||||||||||
Net income from continuing operations | $ | 14,298 | $ | 16,325 | $ | 10,470 | $ | 15,528 | $ | 7,681 | $ | 8,256 | ||||||||||||
(1) |
Of the total share-based compensation expense non-GAAP adjustment,
|
|
The following table calculates diluted EPS from continuing operations attributable to ordinary shareholders using the two class method, required for participating securities, as Ichor had two classes of stock during 2016. Beginning in the first quarter of 2017, Ichor no longer uses the two class method, as there is only one class of stock outstanding subsequent to our December IPO. All preferred shares were converted into ordinary shares in connection with our December IPO.
Diluted Earnings per Share from Continuing Operations Attributable to Common Shareholders (in thousands, except share and per share data) (unaudited) |
||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
2017 |
2017 |
2016 |
2017 |
2016 |
||||||||||||||||
Net income from continuing operations | $ | 14,298 | $ | 10,470 | $ | 7,681 | $ | 37,720 | $ | 12,788 | ||||||||||
Undistributed earnings attributed to preferred shareholders | — | — | (7,635 | ) | — | (12,726 | ) | |||||||||||||
Net income from continuing operations, attributable to ordinary shareholders (1) | $ | 14,298 | $ | 10,470 | $ | 46 | $ | 37,720 | $ | 62 | ||||||||||
Net income per diluted share from continuing operations attributable to ordinary shareholders | $ | 0.54 | $ | 0.40 | $ | 0.08 | $ | 1.45 | $ | 0.16 | ||||||||||
Diluted shares used to compute net income from continuing operations per share attributable to ordinary shareholders | 26,278,147 | 26,063,527 | 542,949 | 26,008,346 | 380,501 | |||||||||||||||
(1) | Under the two-class method, net income attributable to ordinary shareholders after deduction of preferred share dividends, if any, is determined by allocating undistributed earnings between the ordinary shares and the participating securities based on their respective rights to receive dividends. Basic net income per share attributable to ordinary shareholders is computed by dividing net income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. All participating securities are excluded from basic weighted-average ordinary shares outstanding. Diluted net income per share attributable to ordinary shareholders is computed by dividing net income attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding, including all potentially dilutive ordinary shares, if the effect of each class of potential shares of ordinary shares is dilutive. | |
For purposes of calculating EPS under the two-class method, an accounting policy election has been made to treat each income statement line item (net income from continuing operations, net income from discontinued operations, and net income) as an independent calculation and only allocate earnings to participating securities for those line items for which income is reported, as the participating securities do not have a contractual obligation to participate in losses. There is therefore no allocation of losses to participating securities for those line items for which a loss is reported. Under this method, the sum of the individual EPS income statement line items will not reconcile to the total net income per share. |
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