UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2019

 

ICHOR HOLDINGS, LTD.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Cayman Islands

 

001-37961

 

Not Applicable

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3185 Laurelview Ct.

Fremont, California 94538

(Address of principal executive offices, including Zip Code)

(510) 897-5200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§ 240.12b‑2 of this chapter).

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.   

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary Shares, par value $0.0001

ICHR

The NASDAQ Stock Market LLC

 


Item 2.02

Results of Operations and Financial Condition

On May 7, 2019, Ichor Holdings, Ltd. (the “Company”) issued a press release announcing first quarter 2019 financial results. A copy of the press release is furnished with this Form 8‑K as Exhibit 99.1. The Company is furnishing this information in connection with its previously announced webcast conference call to be held on May 7, 2019 at 1:30 p.m. PDT to discuss these results.

The Company makes reference to certain non‑GAAP financial measures, including non‑GAAP adjusted net income from continuing operations and non‑GAAP adjusted diluted EPS. The press release contains a reconciliation of each non‑GAAP measure to the directly comparable GAAP measure.

The information contained under Item 2.02 of this Current Report on Form 8‑K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company uses the “Investors” section of its website ( ir.ichorsystems.com ) as a means of disclosing material non‑public information and for complying with its disclosure obligations under Regulation FD.

Item 9.01

Financial Statements and Exhibits

 

Exhibit
Number

  

Description

 

 

99.1

  

Press Release, dated May 7, 2019, announcing first quarter 2019 financial results.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

ICHOR HOLDINGS, LTD.

 

 

 

Date: May 7, 2019

 

/s/ Jeffrey S. Andreson

 

 

Name: Jeffrey S. Andreson

 

 

Title: President and Chief Financial Officer

 

Exhibit 99.1

Ichor Holdings, Ltd. Announces First Quarter 2019 Financial Results

FREMONT, Calif., May 7, 2019–(BUSINESS WIRE)–Ichor Holdings, Ltd. (NASDAQ: ICHR), a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems for semiconductor capital equipment, today announced first quarter 2019 financial results.

Highlights for the first quarter of 2019:

 

Revenues of $138 million;

 

Gross margin of 14.7% on a GAAP basis and 14.9% on a non-GAAP basis;

 

Net earnings of $0.07 per diluted share on a GAAP basis and $0.25 on a non-GAAP basis.

“Our first quarter results were aligned with our forecast, and performed favorably compared to industry declines in wafer fab equipment spending,” commented Tom Rohrs, Chairman and CEO of Ichor. “We continued to demonstrate the resiliency of our variable operating model, reporting continued strong profits during the current spending environment of significantly curtailed investments in the memory segment. Our modest sequential revenue decline of just 2.5% from the fourth quarter indicates that the majority of inventory corrections are behind us and that our market share gains began to contribute to our revenues early in 2019. With similar revenue levels expected in the second quarter, we continue to expect revenues to be stronger in the second half of the year, given our key customer positions supporting leading-edge technology investments as well as the incremental contribution of our market share gains increasing as we progress through the year. Ichor is well-positioned to continue delivering strong profits during this challenging business environment, while executing on our strategy to expand our market share within our served markets.”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1 2019

 

 

Q4 2018

 

 

Q1 2018

 

 

 

(in thousands, except per share amounts and percentages)

 

U.S. GAAP Financial Results:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

137,831

 

 

$

141,402

 

 

$

258,029

 

Gross profit percent

 

 

14.7

%

 

 

15.2

%

 

 

16.5

%

Operating income percent

 

 

2.1

%

 

 

4.2

%

 

 

8.0

%

Net income

 

$

1,518

 

 

$

3,485

 

 

$

16,721

 

Diluted EPS

 

$

0.07

 

 

$

0.15

 

 

$

0.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Q1 2019

 

 

Q4 2018

 

 

Q1 2018

 

 

 

(in thousands, except per share amounts and percentages)

 

Non-GAAP Financial Results:

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

137,831

 

 

$

141,402

 

 

$

258,029

 

Gross profit percent

 

 

14.9

%

 

 

15.3

%

 

 

18.3

%

Operating income percent

 

 

6.4

%

 

 

7.5

%

 

 

13.3

%

Adjusted net income

 

$

5,551

 

 

$

7,280

 

 

$

27,450

 

Diluted EPS

 

$

0.25

 

 

$

0.32

 

 

$

1.03

 

Page 1 of 9


U.S. GAAP Financial Results Overview

For the first quarter of 2019, revenue was $137.8 million, net income was $1.5 million, and net income per diluted share (“diluted EPS”) was $0.07. This compares to revenue of $141.4 million and $258.0 million, net income of $3.5 million and $16.7 million, and diluted EPS of $0.15 and $0.63, for the fourth and first quarters of 2018, respectively.

Non-GAAP Financial Results Overview

For the first quarter of 2019, non-GAAP adjusted net income was $5.6 million and non-GAAP adjusted diluted EPS was $0.25. This compares to non-GAAP adjusted net income of $7.3 million and $27.5 million, and non-GAAP adjusted diluted EPS of $0.32 and $1.03, for the fourth and first quarters of 2018, respectively.

Second Quarter 2019 Financial Outlook

For the second quarter of 2019, we expect revenue to be in the range of $133 to $143 million. We expect GAAP diluted EPS to be in the range of $(0.03) to $0.05 and non-GAAP adjusted diluted EPS to be in the range of $0.20 to $0.26.

This outlook for non‑GAAP adjusted diluted EPS excludes known charges related to amortization of intangible assets, share‑based compensation expense, tax adjustments related to these non-GAAP adjustments, and non-recurring charges known at the time of providing this outlook. This outlook for non-GAAP adjusted diluted EPS excludes any items that are unknown at this time, such as non-recurring tax-related items or other unusual items which we are not able to predict without unreasonable efforts due to their inherent uncertainty.

Balance Sheet and Cash Flow Results

We ended the first quarter of 2019 with cash of $31.6 million. The net decrease of $12.2 million from December 28, 2018 was primarily due to net payments on long-term debt of $7.4 million, capital expenditures of $4.8 million, share repurchases of $1.6 million, and cash used in operations of $0.4 million, partially offset by net proceeds from the issuance of ordinary shares under our share-based compensation plans of $2.0 million.

Our cash used in operations during the first quarter of 2019 of $0.4 million was due to net income of $1.5 million and net non-cash charges of $6.8 million, partially offset by an increase in our net operating assets and liabilities of $8.7 million. Non-cash charges primarily consist of depreciation and amortization of $5.2 million and share-based compensation of $1.3 million. The increase in our net operating assets and liabilities was primarily due to an increase in accounts receivable, net of $13.6 million and a decrease in accrued and other liabilities of $4.3 million, partially offset by a decrease in inventories of $6.9 million, a decrease in prepaid expenses and other assets of $1.4 million, and an increase in accounts payable of $0.9 million.

Use of Non-GAAP Financial Results

In addition to U.S. GAAP results, this press release also contains non-GAAP financial results, including non-GAAP gross profit, non‑GAAP operating income, non-GAAP adjusted net income, and non-GAAP adjusted diluted EPS. These non-GAAP metrics exclude amortization of intangible assets, share-based compensation expense, non-recurring expenses including adjustments to the cost of goods sold, tax adjustments related to those non-GAAP adjustments, and non-recurring discrete tax items including tax impacts from releasing a valuation allowance related to foreign tax credits, to the extent they are present in gross profit, operating income, and net income. A table showing these metrics on a GAAP and non-GAAP basis, with reconciliation footnotes thereto, is included at the end of this press release. Non-GAAP adjusted diluted EPS is defined as non-GAAP adjusted net income divided by weighted average diluted ordinary shares outstanding during the period.

Management uses non-GAAP gross profit, non-GAAP operating income, non-GAAP adjusted net income, and non-GAAP adjusted diluted EPS to evaluate our operating and financial results. We believe 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 our results from management’s perspective. A table presenting the reconciliation of non-GAAP adjusted net income to U.S. GAAP net income is also included at the end of this press release.

Page 2 of 9


Conference Call

We will conduct a conference call to discuss our first quarter 2019 results and business outlook on May 7, 2019, at 1:30 p.m. PDT.

To listen to the conference call via the Internet, please visit the investor relations section of our 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: 6069628.

A taped replay of the webcast will be available shortly after the call on our website or by calling 855‑859‑2056 (domestic) or 404‑537‑3406 (international), conference ID: 6069628.

About Ichor

We are a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. Our product 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 chemical-mechanical planarization, electroplating, and cleaning. We also manufacture precision machined components, weldments, and proprietary products for use in fluid delivery systems for direct sales to our customers. 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. We are headquartered in Fremont, CA. www.ichorsystems.com .

We use a 52 or 53 week fiscal year ending on the last Friday in December. The three months ended March 29, 2019, December 28, 2018, and March 30, 2018 were all 13 weeks. References to the first quarter of 2019, the fourth quarter of 2018, and the first quarter of 2018 relate to the three month periods then ended.

Page 3 of 9


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," “look forward,” 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, growth, earnings, profitability, and industry trends for the second quarter of 2019, as well as any other statement that does not directly relate to any historical or current fact. Forward-looking statements are based on management’s current expectations and assumptions regarding Ichor’s business and industry, the economy and other future conditions, 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. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Many factors could cause actual results to differ materially and adversely from these forward-looking statements, including:  (1) dependence on expenditures by manufacturers and cyclical downturns in the semiconductor capital equipment industry, (2) reliance on a very small number of original equipment manufacturers for a significant portion of sales, (3) negotiating leverage held by our customers, (4) competitiveness and rapid evolution of the industries in which we participate, (5) risks associated with weakness in the global economy and geopolitical instability, (6) keeping pace with developments in the industries we serve and with technological innovation generally, (7) designing, developing and introducing new products that are accepted by original equipment manufacturers in order to retain our existing customers and obtain new customers, (8) managing our manufacturing and procurement process effectively, (9) defects in our products that could damage our reputation, decrease market acceptance and result in potentially costly litigation, (10)  dependence on a limited number of suppliers and (11) the integration of recent acquisitions with Ichor, including the ability to retain customers, suppliers and key employees. Additional information concerning these and other factors can be found in Ichor's filings with the Securities and Exchange Commission (the “SEC”), including other risks, relevant factors and uncertainties identified in the "Risk Factors" section of Ichor's Annual Report on Form 10‑K filed with the SEC on March 8, 2019, and subsequent filings with the SEC.

All forward-looking statements in this press release are based upon information available to us as of the date hereof, and qualified in their entirety by this cautionary statement. We undertake no obligation to update or revise any forward-looking statements contained herein, whether as a result of actual results, changes in Ichor’s expectations, future events or developments, or otherwise, except as required by law.

 

Contact:

Jeff Andreson, President and CFO 510-897-5200

Claire McAdams, IR 530-265-9899

IR@ichorsystems.com

Source: Ichor Holdings, Ltd.

Page 4 of 9


ICHOR HOLDINGS, LTD.

Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)

 

 

March 29,

2019

 

 

December 28,

2018

 

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

31,611

 

 

$

43,834

 

Accounts receivable, net

 

 

53,897

 

 

 

40,287

 

Inventories, net

 

 

114,171

 

 

 

121,106

 

Prepaid expenses and other current assets

 

 

5,936

 

 

 

6,348

 

Total current assets

 

 

205,615

 

 

 

211,575

 

Property and equipment, net

 

 

43,945

 

 

 

41,740

 

Operating lease right-of-use assets

 

 

16,797

 

 

 

 

Other noncurrent assets

 

 

901

 

 

 

906

 

Deferred tax assets, net

 

 

1,363

 

 

 

1,363

 

Intangible assets, net

 

 

53,758

 

 

 

56,895

 

Goodwill

 

 

173,010

 

 

 

173,010

 

Total assets

 

$

495,389

 

 

$

485,489

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

64,691

 

 

$

64,300

 

Accrued liabilities

 

 

7,413

 

 

 

9,556

 

Other current liabilities

 

 

4,488

 

 

 

5,148

 

Current portion of long-term debt

 

 

8,750

 

 

 

8,750

 

Current portion of lease liabilities

 

 

5,148

 

 

 

 

Total current liabilities

 

 

90,490

 

 

 

87,754

 

Long-term debt, less current portion, net

 

 

184,954

 

 

 

192,117

 

Lease liabilities, less current portion

 

 

12,062

 

 

 

 

Deferred tax liabilities

 

 

3,969

 

 

 

3,966

 

Other non-current liabilities

 

 

2,234

 

 

 

3,326

 

Total liabilities

 

 

293,709

 

 

 

287,163

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

Preferred shares ($0.0001 par value; 20,000,000 shares authorized; zero shares issued and outstanding)

 

 

 

 

 

 

Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 22,370,129 and 22,234,508 shares outstanding, respectively; 26,807,568 and 26,574,037 shares issued, respectively)

 

 

2

 

 

 

2

 

Additional paid in capital

 

 

231,793

 

 

 

228,358

 

Treasury shares at cost (4,437,439 and 4,339,529 shares, respectively)

 

 

(91,578

)

 

 

(89,979

)

Retained earnings

 

 

61,463

 

 

 

59,945

 

Total shareholders’ equity

 

 

201,680

 

 

 

198,326

 

Total liabilities and shareholders’ equity

 

$

495,389

 

 

$

485,489

 

Page 5 of 9


ICHOR HOLDINGS, LTD.

Consolidated Statement of Operations

(dollars in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended

 

 

 

March 29,

2019

 

 

December 28,

2018

 

 

March 30,

2018

 

Net sales

 

$

137,831

 

 

$

141,402

 

 

$

258,029

 

Cost of sales

 

 

117,608

 

 

 

119,953

 

 

 

215,430

 

Gross profit

 

 

20,223

 

 

 

21,449

 

 

 

42,599

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

2,391

 

 

 

2,203

 

 

 

2,452

 

Selling, general, and administrative

 

 

11,758

 

 

 

9,432

 

 

 

15,711

 

Amortization of intangible assets

 

 

3,137

 

 

 

3,833

 

 

 

3,879

 

Total operating expenses

 

 

17,286

 

 

 

15,468

 

 

 

22,042

 

Operating income

 

 

2,937

 

 

 

5,981

 

 

 

20,557

 

Interest expense

 

 

2,768

 

 

 

2,627

 

 

 

2,504

 

Other expense (income), net

 

 

24

 

 

 

(181

)

 

 

241

 

Income before income taxes

 

 

145

 

 

 

3,535

 

 

 

17,812

 

Income tax expense (benefit)

 

 

(1,373

)

 

 

50

 

 

 

1,091

 

Net income

 

$

1,518

 

 

$

3,485

 

 

$

16,721

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

 

$

0.15

 

 

$

0.64

 

Diluted

 

$

0.07

 

 

$

0.15

 

 

$

0.63

 

Shares used to compute net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

22,269,827

 

 

 

22,768,704

 

 

 

26,030,298

 

Diluted

 

 

22,536,209

 

 

 

23,014,317

 

 

 

26,734,710

 

Page 6 of 9


ICHOR HOLDINGS, LTD.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

 

 

Three Months Ended

 

 

 

March 29,

2019

 

 

March 30,

2018

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

Net income

 

$

1,518

 

 

$

16,721

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

5,210

 

 

 

5,752

 

Share-based compensation

 

 

1,330

 

 

 

3,791

 

Deferred income taxes

 

 

3

 

 

 

(127

)

Amortization of debt issuance costs

 

 

212

 

 

 

333

 

Changes in operating assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(13,610

)

 

 

(26,350

)

Inventories

 

 

6,935

 

 

 

(10,470

)

Prepaid expenses and other assets

 

 

1,357

 

 

 

370

 

Accounts payable

 

 

895

 

 

 

8,731

 

Accrued liabilities

 

 

(1,994

)

 

 

(974

)

Other liabilities

 

 

(2,279

)

 

 

1,439

 

Net cash used in operating activities

 

 

(423

)

 

 

(784

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(4,782

)

 

 

(3,668

)

Net cash used in investing activities

 

 

(4,782

)

 

 

(3,668

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Issuance of ordinary shares under share-based compensation plans

 

 

2,067

 

 

 

3,409

 

Employees' taxes paid upon vesting of restricted share units

 

 

(111

)

 

 

 

Repurchase of ordinary shares

 

 

(1,599

)

 

 

(5,000

)

Debt issuance and modification costs

 

 

 

 

 

(2,092

)

Borrowings on revolving credit facility

 

 

5,000

 

 

 

7,162

 

Repayments on revolving credit facility

 

 

(8,000

)

 

 

 

Repayments on term loan

 

 

(4,375

)

 

 

(4,535

)

Net cash used in financing activities

 

 

(7,018

)

 

 

(1,056

)

Net decrease in cash

 

 

(12,223

)

 

 

(5,508

)

Cash at beginning of year

 

 

43,834

 

 

 

69,304

 

Cash at end of quarter

 

$

31,611

 

 

$

63,796

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

3,255

 

 

$

1,297

 

Cash paid during the period for taxes

 

$

107

 

 

$

230

 

Supplemental disclosures of non-cash activities:

 

 

 

 

 

 

 

 

Capital expenditures included in accounts payable

 

$

958

 

 

$

834

 

Page 7 of 9


ICHOR HOLDINGS, LTD.

Reconciliation of U.S. GAAP Net Income to Non-GAAP Adjusted Net Income

(dollars in thousands, except per share amounts)

(unaudited)

 

 

Three Months Ended

 

 

 

March 29,

2019

 

 

December 28,

2018

 

 

March 30,

2018

 

Net income

 

$

1,518

 

 

$

3,485

 

 

$

16,721

 

Non-GAAP adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

3,137

 

 

 

3,833

 

 

 

3,879

 

Share-based compensation (1)

 

 

1,330

 

 

 

1,300

 

 

 

3,791

 

Other non-recurring expense, net (2)

 

 

1,351

 

 

 

(556

)

 

 

1,439

 

Tax adjustments related to non-GAAP adjustments

 

 

(1,785

)

 

 

(782

)

 

 

(2,904

)

Fair value adjustment to inventory from acquisitions (3)

 

 

 

 

 

 

 

 

4,524

 

Non-GAAP adjusted net income

 

$

5,551

 

 

$

7,280

 

 

$

27,450

 

Non-GAAP adjusted diluted EPS

 

$

0.25

 

 

$

0.32

 

 

$

1.03

 

Shares used to compute diluted EPS

 

 

22,536,209

 

 

 

23,014,317

 

 

 

26,734,710

 

 

(1)

Of the $1.3 million in total share-based compensation expense, $0.1 million and $0.1 million represent the cost of sales and research and development components, respectively.

(2)

Included in this amount for the first quarter of 2019 are (i) acquisition-related expenses, comprised primarily of a charge to expense from the extinguishment of an indemnification asset related to our acquisition of Cal‑Weld in 2017 and expense associated with a two year retention agreement between key management personnel of IAN, which we acquired in April 2018, (ii) costs incurred in connection with reorganizing our key personnel and leadership, and (iii) costs incurred with implementing a new ERP system.

Included in this amount for the fourth quarter of 2018 are (i) a gain on the extinguishment of an earn-out liability recorded in connection with our acquisition of IAN which will not be paid, (ii) acquisition-related expenses, comprised primarily of expense associated with a two year retention agreement between key management personnel of IAN, and (iii) costs incurred in connection with reorganizing our key personnel and leadership.

Included in this amount for the first quarter of 2018 are (i) separation benefits for our former CFO that became effective in January 2018 and (ii) acquisition-related expenses.

(3 )

As part of our purchase price allocation for our acquisition of Talon in December 2017, we recorded acquired-inventory at fair value, resulting in a fair value step-up of $6.2 million. This amount was subsequently charged to cost of sales as acquired-inventory was sold.

Page 8 of 9


ICHOR HOLDINGS, LTD.

U.S. GAAP and Non-GAAP Summary Consolidated Statements of Operations

(in thousands)

(unaudited)

 

 

Quarter Ended

 

 

 

March 29, 2019

 

 

December 28, 2018

 

 

March 30, 2018

 

 

 

U.S. GAAP

 

 

Non-GAAP

 

 

U.S. GAAP

 

 

Non-GAAP

 

 

U.S. GAAP

 

 

Non-GAAP

 

Net sales

 

$

137,831

 

 

$

137,831

 

 

$

141,402

 

 

$

141,402

 

 

$

258,029

 

 

$

258,029

 

Cost of sales (1)

 

 

117,608

 

 

 

117,363

 

 

 

119,953

 

 

 

119,714

 

 

 

215,430

 

 

 

210,776

 

Gross profit

 

 

20,223

 

 

 

20,468

 

 

 

21,449

 

 

 

21,688

 

 

 

42,599

 

 

 

47,253

 

Operating expenses (2)

 

 

17,286

 

 

 

11,713

 

 

 

15,468

 

 

 

11,130

 

 

 

22,042

 

 

 

13,063

 

Operating income

 

 

2,937

 

 

 

8,755

 

 

 

5,981

 

 

 

10,558

 

 

 

20,557

 

 

 

34,190

 

Interest expense

 

 

2,768

 

 

 

2,768

 

 

 

2,627

 

 

 

2,627

 

 

 

2,504

 

 

 

2,504

 

Other expense (income), net

 

 

24

 

 

 

24

 

 

 

(181

)

 

 

(181

)

 

 

241

 

 

 

241

 

Income before income taxes

 

 

145

 

 

 

5,963

 

 

 

3,535

 

 

 

8,112

 

 

 

17,812

 

 

 

31,445

 

Income tax expense (benefit) (3)

 

 

(1,373

)

 

 

412

 

 

 

50

 

 

 

832

 

 

 

1,091

 

 

 

3,995

 

Net income

 

$

1,518

 

 

$

5,551

 

 

$

3,485

 

 

$

7,280

 

 

$

16,721

 

 

$

27,450

 

 

(1)

Non-GAAP cost of sales excludes (i) share-based compensation expense (see footnote 1 on page 8), (ii) impacts from a step up in the fair value of acquired inventory in connection with our acquisition of Talon (see footnote 3 on page 8), and (iii) other net non-recurring expenses (see footnote 2 on page 8).

(2)

Non-GAAP operating expenses excludes (i) amortization of intangible assets, (ii) share-based compensation expense (see footnote 1 on page 8), an (iii) other net non-recurring expenses (see footnote 2 on page 8).

(3)

Non-GAAP income tax expense excludes the tax impacts of our non-GAAP adjustments.

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