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): February 9, 2017
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
(Registrants 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)) |
Item 2.02 | Results of Operations and Financial Condition |
On February 9, 2017, Ichor Holdings, Ltd. (the Company) issued a press release announcing 2016 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 February 9, 2017 at 5:00 p.m. ET / 2:00 p.m. PT 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
|
Description |
|
99.1 | Press Release, dated February 9, 2017, announcing 2016 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: February 9, 2017 |
/s/ Maurice Carson |
|||
Name: Maurice Carson | ||||
Title: President and Chief Financial Officer |
Exhibit
|
Description |
|
99.1 | Press Release, dated February 9, 2017, announcing 2016 financial results. |
Exhibit 99.1
ICHOR HOLDINGS, LTD. ANNOUNCES 2016 FINANCIAL RESULTS
FREMONT, Calif., February 9, 2017(GLOBE NEWSWIRE)Ichor Holdings, Ltd. (NASDAQ: ICHR), a leader in the design, engineering, and manufacturing of critical fluid and gas delivery subsystems for semiconductor capital equipment, today announced financial results for the fourth quarter and year ended December 30, 2016 and guidance for the first quarter of 2017.
Highlights for the fourth quarter of 2016 and guidance for the first quarter of 2017 are as follows:
| Revenue of $131.4 million, Ichors largest quarter ever |
| U.S. GAAP net income from continuing operations of $8.0 million and diluted earnings per share from continuing operations attributable to ordinary shareholders (diluted EPS) of $0.04 |
| Non-GAAP adjusted net income from continuing operations of $11.8 million and non-GAAP adjusted diluted EPS of $0.49 |
| First quarter revenue guidance of $140$150 million |
Highlights for the 2016 fiscal year are as follows:
| Revenue of $405.7 million |
| U.S. GAAP net income from continuing operations of $20.8 million and diluted EPS of $0.23 |
| Non-GAAP adjusted net income from continuing operations of $31.6 million, and non-GAAP adjusted diluted EPS of $1.32 |
The fourth quarter was an exceptional finish to an exceptional year, said Tom Rohrs, Executive Chairman and Chief Executive Officer of Ichor Holdings, Ltd (Ichor). In addition to record revenue and profit we successfully completed our IPO in December 2016. Our 24% revenue growth over Q3 was driven by Ichors ability to deliver the right products at the right time to our key customers. For the year, our 40% revenue growth over 2015 demonstrated our ability to significantly outgrow the wafer fab equipment market.
Financial Results for the Quarter and Year Ended December 30, 2016
(in thousands, except per share data and percentages)
(unaudited)
U.S. GAAP Financial Results |
||||||||||||||||||||||||
Quarter Ended | Year Ended | |||||||||||||||||||||||
December 30,
2016 |
December 25,
2015 |
Change |
December 30,
2016 |
December 25,
2015 |
Change | |||||||||||||||||||
Net sales |
$ | 131,408 | $ | 64,359 | + 104 | % | $ | 405,747 | $ | 290,641 | + 40 | % | ||||||||||||
Gross profit percent |
16.3 | % | 16.3 | % | 0 | bps | 16.1 | % | 16.7 | % | - 60 | bps | ||||||||||||
Operating margin percent |
7.3 | % | 1.4 | % | + 590 | bps | 5.9 | % | 4.3 | % | + 160 | bps | ||||||||||||
Net income from continuing operations |
$ | 7,991 | $ | 15 | n/m | $ | 20,779 | $ | 12,807 | + 62 | % | |||||||||||||
Diluted EPS |
$ | 0.04 | $ | | n/m | $ | 0.23 | $ | (292.39 | ) | n/m | |||||||||||||
Non-GAAP Financial Results |
||||||||||||||||||||||||
Quarter Ended | Year Ended | |||||||||||||||||||||||
December 30,
2016 |
December 25,
2015 |
Change |
December 30,
2016 |
December 25,
2015 |
Change | |||||||||||||||||||
Net sales |
$ | 131,408 | $ | 64,359 | + 104 | % | $ | 405,747 | $ | 290,641 | + 40 | % | ||||||||||||
Gross profit percent |
16.3 | % | 16.3 | % | 0 | bps | 16.1 | % | 16.7 | % | - 60 | bps | ||||||||||||
Operating margin percent |
10.3 | % | 7.1 | % | + 320 | bps | 9.1 | % | 8.4 | % | + 70 | bps | ||||||||||||
Net income from continuing operations |
$ | 11,839 | $ | 2,340 | + 406 | % | $ | 31,596 | $ | 20,249 | + 56 | % | ||||||||||||
Adjusted diluted EPS |
$ | 0.49 | $ | 0.10 | + 390 | % | $ | 1.32 | $ | 0.86 | + 53 | % |
Page 1 of 9
U.S. GAAP Financial Results Overview
For the fourth quarter, revenue was $131.4 million, net income from continuing operations was $8.0 million, and diluted EPS was $0.04. This compares to revenue of $64.4 million, net income from continuing operations of $0.0 million, and diluted EPS of $0.00, for the fourth quarter of 2015.
For the 2016 fiscal year, revenue was $405.7 million, net income from continuing operations was $20.8 million, and diluted EPS was $0.23. This compares to revenue of $290.6 million, net income from continuing operations of $12.8 million, and diluted EPS of ($292.39), for the 2015 fiscal year.
Non-GAAP Financial Results Overview
For the fourth quarter, non-GAAP adjusted net income from continuing operations was $11.8 million and non-GAAP adjusted diluted EPS was $0.49. This compares to non-GAAP adjusted net income from continuing operations of $2.3 million and non-GAAP adjusted diluted EPS of $0.10, for the fourth quarter of 2015.
For the 2016 fiscal year, non-GAAP adjusted net income from continuing operations was $31.6 million and non-GAAP adjusted diluted EPS was $1.32. This compares to non-GAAP adjusted net income from continuing operations of $20.2 million and non-GAAP adjusted diluted EPS of $0.86, for the 2015 fiscal year.
First Quarter 2017 Financial Outlook
For the first quarter of 2017, Ichor expects revenue to be in the range of $140 million to $150 million. We expect non-GAAP adjusted diluted EPS to be in the range of $0.52 to $0.58.
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 December 30, 2016, Ichor had cash and restricted cash of $52.6 million, compared to cash and restricted cash of $24.2 million at December 25, 2015. The increase in cash reduction in long-term debt is primarily due to net proceeds from our initial public offering completed in December 2016 (our IPO) of $47.1 million, cash flows from operating activities of $27.7 million, partially offset by net payments of debt of $25.2 million, cash paid for the acquisition of Ajax-United Patterns & Molds, Inc. (Ajax) of $17.4 million in April 2016, and capital expenditures of $4.3 million.
Ichor uses a 52- or 53-week fiscal year ending on the last Friday of December. The 2016 fiscal year was a 53 week year, and the 2015 fiscal year was a 52 week year. The fourth quarter of the 2016 fiscal year was a 14 week quarter, and the fourth quarter of the 2015 fiscal year was a 13 week quarter.
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 adjusted net income from continuing operations and non-GAAP adjusted diluted EPS. Non-GAAP adjusted net income from continuing operations is defined as: net income from continuing operations; excluding amortization of intangible assets, share-based compensation expense, and other non-recurring expenses; tax adjustments related to those non-GAAP adjustments; and the tax benefit associated with the acquisition of Ajax. Non-GAAP adjusted diluted EPS is defined as non-GAAP adjusted net income from continuing operations divided by adjusted diluted ordinary shares, which assumes the IPO and conversion of preferred shares into ordinary shares occurred at the beginning of the measurement period.
Page 2 of 9
Management uses non-GAAP adjusted net income from continuing operations, and non-GAAP adjusted diluted EPS to evaluate the Ichors 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 Ichors results from managements perspective. A table presenting the reconciliation of non-GAAP results to U.S. GAAP results is included at the end of this press release.
Conference Call
Ichor will conduct a conference call to discuss its fourth quarter and full year 2016 results and business outlook on February 9th, 2017 at 2:00 p.m. Pacific time.
To listen to the conference call via the Internet, please visit the investor relations section of Ichors 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: 49760370.
A taped replay of the webcast will be available shortly after the call on Ichors website or by calling 855-859-2056 (domestic) or 404-537-3406 (international), conference ID: 49760370.
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 Ichors 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) 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, and (10) dependence on a limited number of suppliers. Additional information concerning these and other factors can be found in Ichors filings with
Page 3 of 9
the Securities and Exchange Commission, including other risks, relevant factors and uncertainties identified in the Risk Factors section of Ichors Rule 424(b)(4) prospectus filed with the Securities and Exchange Commission on December 12, 2016. We undertake no obligation to update publicly or revise any forward-looking statements contained herein to reflect future events or developments, except as required by law
Contact:
Maurice Carson, 510-897-5200
IR@ichorsystems.com
Source: Ichor Holdings, Ltd.
Page 4 of 9
ICHOR HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, except share and per share data)
(unaudited)
December 30,
2016 |
December 25,
2015 |
|||||||
Assets | ||||||||
Current assets: |
||||||||
Cash |
$ | 50,854 | $ | 24,188 | ||||
Restricted cash |
1,794 | | ||||||
Accounts receivable, net |
26,401 | 12,394 | ||||||
Inventories |
70,881 | 31,287 | ||||||
Prepaid expenses and other current assets |
7,061 | 3,924 | ||||||
Current assets from discontinued operations |
99 | 16,539 | ||||||
|
|
|
|
|||||
Total current assets |
157,090 | 88,332 | ||||||
Property and equipment, net |
12,018 | 7,482 | ||||||
Other noncurrent assets |
3,574 | 246 | ||||||
Deferred tax assets |
570 | 296 | ||||||
Intangible assets, net |
32,146 | 31,131 | ||||||
Goodwill |
77,093 | 70,015 | ||||||
Non-current assets from discontinued operations |
| 521 | ||||||
|
|
|
|
|||||
Total assets |
$ | 282,491 | $ | 198,023 | ||||
|
|
|
|
|||||
Liabilities and Shareholders Equity | ||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 88,531 | $ | 42,027 | ||||
Accrued liabilities |
6,554 | 3,951 | ||||||
Current portion of long-term debt |
| 4,550 | ||||||
Customer deposits |
| 26 | ||||||
Other current liabilities |
5,421 | 3,063 | ||||||
Current liabilities from discontinued operations |
564 | 9,855 | ||||||
|
|
|
|
|||||
Total current liabilities |
101,070 | 63,472 | ||||||
Revolving line |
| 10,000 | ||||||
Term loan A, net of debt discount |
37,944 | 48,038 | ||||||
Deferred tax liabilities |
606 | 495 | ||||||
Other non-current liabilities |
1,173 | 1,254 | ||||||
Non-current liabilities from discontinued operations |
39 | 86 | ||||||
|
|
|
|
|||||
Total liabilities |
140,832 | 123,345 | ||||||
|
|
|
|
|||||
Shareholders equity |
||||||||
Preferred shares ($0.0001 par value; 20,000,000 and 150,000,000 shares authorized, respectively; zero and 17,722,808 shares issued and outstanding, respectively) |
| 142,728 | ||||||
Ordinary shares ($0.0001 par value; 200,000,000 and 250,000,000 shares authorized, respectively; 23,874,248 and 65,409 shares issued and outstanding, respectively) |
2 | | ||||||
Additional paid in capital |
196,049 | 3,004 | ||||||
Accumulated deficit |
(54,392 | ) | (71,054 | ) | ||||
|
|
|
|
|||||
Total shareholders equity |
141,659 | 74,678 | ||||||
|
|
|
|
|||||
Total liabilities and shareholders equity |
$ | 282,491 | $ | 198,023 | ||||
|
|
|
|
Page 5 of 9
ICHOR HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Statement of Operations
(in thousands, except share and per share data)
(unaudited)
Quarter Ended | Year Ended | |||||||||||||||||||
December 30,
2016 |
September 23,
2016 |
December 25,
2015 |
December 30,
2016 |
December 25,
2015 |
||||||||||||||||
Net sales |
$ | 131,408 | $ | 105,687 | $ | 64,359 | $ | 405,747 | $ | 290,641 | ||||||||||
Cost of sales |
110,003 | 88,802 | 53,890 | 340,352 | 242,087 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
21,405 | 16,885 | 10,469 | 65,395 | 48,554 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating expenses: |
||||||||||||||||||||
Research and development |
2,154 | 1,564 | 1,344 | 6,383 | 4,813 | |||||||||||||||
Selling, general, and administrative |
7,797 | 6,782 | 6,645 | 28,126 | 24,729 | |||||||||||||||
Amortization of intangible assets |
1,805 | 1,804 | 1,603 | 7,015 | 6,411 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total operating expenses |
11,756 | 10,150 | 9,592 | 41,524 | 35,953 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income |
9,649 | 6,735 | 877 | 23,871 | 12,601 | |||||||||||||||
Interest expense, net |
1,125 | 1,183 | 933 | 4,370 | 3,831 | |||||||||||||||
Other expense (income), net |
(245 | ) | (241 | ) | (4 | ) | (629 | ) | (46 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations before income taxes |
8,769 | 5,793 | (52 | ) | 20,130 | 8,816 | ||||||||||||||
Income tax expense (benefit) from continuing operations |
778 | (1,888 | ) | (67 | ) | (649 | ) | (3,991 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income from continuing operations |
7,991 | 7,681 | 15 | 20,779 | 12,807 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Discontinued operations: |
||||||||||||||||||||
Loss from discontinued operations before taxes |
(64 | ) | 16 | (6,688 | ) | (4,077 | ) | (7,406 | ) | |||||||||||
Income tax expense (benefit) from discontinued operations |
14 | 23 | 101 | 40 | (225 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss from discontinued operations |
(78 | ) | (7 | ) | (6,789 | ) | (4,117 | ) | (7,181 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
7,913 | 7,674 | (6,774 | ) | 16,662 | 5,626 | ||||||||||||||
Less: Preferred stock dividend |
| | | | (22,127 | ) | ||||||||||||||
Less: Undistributed earnings attributable to preferred shareholders |
(7,800 | ) | (7,631 | ) | (15 | ) | (20,430 | ) | | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) attributable to ordinary shareholders |
$ | 113 | $ | 43 | $ | (6,789 | ) | $ | (3,768 | ) | $ | (16,501 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) per share from continuing operations attributable to ordinary shareholders: |
||||||||||||||||||||
Basic |
$ | 0.04 | $ | 0.43 | $ | | $ | 0.29 | $ | (292.39 | ) | |||||||||
Diluted |
$ | 0.04 | $ | 0.11 | $ | | $ | 0.23 | $ | (292.39 | ) | |||||||||
Net income (loss) per share attributable to ordinary shareholders: |
||||||||||||||||||||
Basic |
$ | 0.02 | $ | 0.37 | $ | (111.78 | ) | $ | (3.11 | ) | $ | (517.68 | ) | |||||||
Diluted |
$ | 0.02 | $ | 0.10 | $ | (111.78 | ) | $ | (3.11 | ) | $ | (517.68 | ) | |||||||
Shares used to compute net income (loss) from continuing operations per share attributable to ordinary shareholders: |
||||||||||||||||||||
Basic |
4,557,038 | 116,903 | 60,733 | 1,211,411 | 31,875 | |||||||||||||||
Diluted |
4,989,863 | 439,075 | 79,293 | 1,515,462 | 31,875 | |||||||||||||||
Shares used to compute net income (loss) per share attributable to ordinary shareholders: |
||||||||||||||||||||
Basic |
4,557,038 | 116,903 | 60,733 | 1,211,411 | 31,875 | |||||||||||||||
Diluted |
4,989,863 | 439,075 | 60,733 | 1,211,411 | 31,875 |
Page 6 of 9
ICHOR HOLDINGS, LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Year Ended | ||||||||
December 30,
2016 |
December 25,
2015 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 16,662 | $ | 5,626 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
9,497 | 9,936 | ||||||
Impairment of intangible assets |
| 1,825 | ||||||
Impairment of property, plant, and equipment |
| 1,335 | ||||||
Share-based compensation |
3,216 | 1,118 | ||||||
Deferred income taxes |
(2,429 | ) | (4,927 | ) | ||||
Amortization of debt issuance costs |
527 | 834 | ||||||
Changes in operating assets and liabilities, net of assets acquired: |
||||||||
Accounts receivable, net |
(9,007 | ) | 6,333 | |||||
Inventories |
(23,719 | ) | 9,110 | |||||
Prepaid expenses and other assets |
(3,381 | ) | 403 | |||||
Accounts payable |
36,761 | (1,676 | ) | |||||
Customer deposits |
(4,234 | ) | (3,451 | ) | ||||
Accrued liabilities |
1,612 | 169 | ||||||
Other liabilities |
2,225 | 55 | ||||||
|
|
|
|
|||||
Net cash provided by operating activities |
27,730 | 26,690 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(4,268 | ) | (1,367 | ) | ||||
Cash paid for acquisitions, net of cash acquired |
(17,407 | ) | | |||||
Proceeds from sale of intangible assets |
230 | | ||||||
Proceeds from sale of property, plant, and equipment |
243 | | ||||||
|
|
|
|
|||||
Net cash used in investing activities |
(21,202 | ) | (1,367 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: |
||||||||
Net proceeds from capital contributions |
47,103 | | ||||||
Dividends to shareholders |
| (22,127 | ) | |||||
Deferred financing fees |
| (2,631 | ) | |||||
Borrowings under revolving commitment |
12,000 | 24,000 | ||||||
Repayments on revolving commitment |
(22,000 | ) | (26,000 | ) | ||||
Borrowing on long-term debt |
15,000 | 55,000 | ||||||
Repayments on long-term debt |
(30,171 | ) | (43,750 | ) | ||||
|
|
|
|
|||||
Net cash provided by (used in) financing activities |
21,932 | (15,508 | ) | |||||
|
|
|
|
|||||
Net increase in cash |
28,460 | 9,815 | ||||||
Cash and restricted cash at beginning of year |
24,188 | 14,373 | ||||||
|
|
|
|
|||||
Cash and restricted cash at end of period |
$ | 52,648 | $ | 24,188 | ||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid during the period for interest |
$ | 3,686 | $ | 2,632 | ||||
Cash paid during the period for for taxes |
$ | 103 | $ | 496 | ||||
Supplemental disclosures of non-cash activities: |
||||||||
Capital expenditures included in accounts payable |
$ | 1,174 | $ | 10 |
Page 7 of 9
ICHOR HOLDINGS, LTD. AND SUBSIDIARIES
Reconciliation of U.S. GAAP Net Income from Continuing Operations to Non-GAAP Adjusted Net Income from Continuing Operations
(in thousands, except share and per share data)
(unaudited)
Quarter Ended | Year Ended | |||||||||||||||||||
December 30,
2016 |
September 23,
2016 |
December 25,
2015 |
December 30,
2016 |
December 25,
2015 |
||||||||||||||||
Net income from continuing operations |
$ | 7,991 | $ | 7,681 | $ | 15 | $ | 20,779 | $ | 12,807 | ||||||||||
Non-GAAP adjustments: |
||||||||||||||||||||
Amortization of intangible assets |
1,805 | 1,804 | 1,603 | 7,015 | 6,411 | |||||||||||||||
Share-based compensation |
1,872 | 372 | 311 | 3,216 | 1,118 | |||||||||||||||
Other non-recurring expenses |
235 | 698 | 1,752 | 2,988 | 4,154 | |||||||||||||||
Tax adjustments related to non-GAAP adjustments |
(64 | ) | (28 | ) | (1,341 | ) | (131 | ) | (4,241 | ) | ||||||||||
Tax benefit related to Ajax acquisition |
| (2,271 | ) | | (2,271 | ) | | |||||||||||||
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Non-GAAP adjusted net income form continuing operations |
$ | 11,839 | $ | 8,256 | $ | 2,340 | $ | 31,596 | $ | 20,249 | ||||||||||
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Non-GAAP adjusted diluted EPS (1) |
$ | 0.49 | $ | 0.34 | $ | 0.10 | $ | 1.32 | $ | 0.86 | ||||||||||
Diluted shares used to compute non-GAAP adjusted diluted EPS (2) |
24,193,629 | 24,039,663 | 23,679,880 | 24,016,844 | 23,632,463 |
(1) | Calculated by dividing non-GAAP adjusted net income from continuing operations by non-GAAP diluted shares outstanding. |
(2) | Assumes the IPO shares sold, conversion of preferred shares into ordinary shares, and vesting of restricted stock associated with the IPO occurred at the beginning of the measurement period, for comparability between current and prior periods. |
ICHOR HOLDINGS, LTD. AND SUBSIDIARIES
U.S. GAAP and Non-GAAP Summary Consolidated Statements of Operations
(in thousands)
(unaudited)
Quarter Ended | Quarter Ended | |||||||||||||||
December 30, 2016 | September 23, 2016 | |||||||||||||||
U.S. GAAP | Non-GAAP | U.S. GAAP | Non-GAAP | |||||||||||||
Net sales |
$ | 131,408 | $ | 131,408 | $ | 105,687 | $ | 105,687 | ||||||||
Cost of sales |
110,003 | 110,003 | 88,802 | 88,802 | ||||||||||||
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Gross profit |
21,405 | 21,405 | 16,885 | 16,885 | ||||||||||||
Operating expenses |
11,756 | 7,844 | 10,150 | 7,276 | ||||||||||||
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Operating income |
9,649 | 13,561 | 6,735 | 9,609 | ||||||||||||
Interest expense, net |
1,125 | 1,125 | 1,183 | 1,183 | ||||||||||||
Other expense (income), net |
(245 | ) | (245 | ) | (241 | ) | (241 | ) | ||||||||
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Income (loss) from continuing operations before income taxes |
8,769 | 12,681 | 5,793 | 8,667 | ||||||||||||
Income tax expense (benefit) from continuing operations |
778 | 842 | (1,888 | ) | 411 | |||||||||||
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Net income from continuing operations |
7,991 | 11,839 | 7,681 | 8,256 | ||||||||||||
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The following table calculates diluted EPS from continuing operations attributable to ordinary shareholders using the two class method, as Ichor had two classes of stock during 2016 and 2015. 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.
ICHOR HOLDINGS, LTD. AND SUBSIDIARIES
Diluted Earnings per Share from Continuing Operations Attributable to Common Shareholders
(in thousands, except share and per share data)
(unaudited)
Quarter Ended | Year Ended | |||||||||||||||||||
December 30,
2016 |
September 23,
2016 |
December 25,
2015 |
December 30,
2016 |
December 25,
2015 |
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Net income from continuing operations |
$ | 7,991 | $ | 7,681 | $ | 15 | $ | 20,779 | $ | 12,807 | ||||||||||
Less: Preferred stock dividend |
| | | | (22,127 | ) | ||||||||||||||
Less: Undistributed earnings attributable to preferred shareholders |
(7,800 | ) | (7,631 | ) | (15 | ) | (20,430 | ) | | |||||||||||
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Net income (loss) from continuing operations attributable to common shareholders |
$ | 191 | $ | 50 | $ | | $ | 349 | $ | (9,320 | ) | |||||||||
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Net income (loss) per diluted share from continuing operations attributable to ordinary shareholders |
$ | 0.04 | $ | 0.11 | $ | | $ | 0.23 | $ | (292.39 | ) | |||||||||
Diluted shares used to compute net income (loss) from continuing operations per share attributable to ordinary shareholders (1) |
4,989,863 | 439,075 | 79,293 | 1,515,462 | 31,875 |
(1) | Basic and diluted net income per share attributable to ordinary shareholders is presented in conformity with the two-class method required for participating securities. Ichor considers its convertible preferred shares to be a participating security, as the convertible preferred shares participate in dividends with ordinary shareholders, when and if declared by the board of directors. In the event a dividend is paid on ordinary shares, the holders of preferred shares are entitled to a proportionate share of any such dividend as if they were holders of ordinary shares (on an as-if converted basis). The convertible preferred shares do not participate in losses incurred by Ichor. In accordance with the two-class method, earnings allocated to these participating securities and the related number of outstanding shares of the participating securities, which include contractual participation rights in undistributed earnings, have been excluded from the computation of basic and diluted net income per share attributable to ordinary shareholders. |
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 ordinary shares and the participating securities based on their respective rights to receive dividends. In computing diluted net income attributable to ordinary shareholders, undistributed earnings are re-allocated to reflect the potential impact of dilutive securities. 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 ordinary shares is dilutive.
For purposes of two-class method EPS determination, an accounting policy election has been made to treat each income statement line item (e.g. net income from continuing operations, net loss from discontinued operations, and net income (loss) ) 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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