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): January 12, 2021
ICHOR HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
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Cayman Islands |
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001-37961 |
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Not Applicable |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Ordinary Shares, par value $0.0001 |
ICHR |
The NASDAQ Stock Market LLC |
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. ☒
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Item 2.02 |
Results of Operations and Financial Condition |
On January 12, 2021, Ichor Holdings, Ltd. (the “Company”) issued a press release announcing preliminary financial results for the fourth quarter of 2020. A copy of the press release is furnished with this Form 8‑K as Exhibit 99.1.
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.
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Item 9.01 |
Financial Statements and Exhibits |
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Exhibit
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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ICHOR HOLDINGS, LTD. |
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Date: January 12, 2021 |
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/s/ Larry J. Sparks |
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Name: Larry J. Sparks |
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Title: Chief Financial Officer |
Exhibit 99.1
Ichor Announces Preliminary Fourth Quarter 2020 Financial Results and View for First Quarter 2021;
as Well as Timing of Q4 Conference Call
FREMONT, Calif — January 12, 2021 — Ichor Holdings, Ltd. (NASDAQ: ICHR), a leader in the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment, today announced preliminary results for the fourth quarter of 2020.
For the fourth quarter of 2020, Ichor expects to report:
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Revenue of approximately $245 million, at the high end of the guidance range, and our 7th consecutive quarter of sequential revenue growth. |
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Positive cash flows from operations, with total cash of approximately $253 million at year-end 2020 and total debt of approximately $202 million. |
Total cash at year-end 2020 also reflects approximately $139 million in net proceeds received from the December 9, 2020 equity offering of 4.6 million shares (including the overallotment option exercised in full on December 11, 2020). Excluding these proceeds, the net increase in cash over the third quarter was $35 million. For the first quarter of 2021, Ichor expects continued sequential revenue growth over the fourth quarter of 2020, with total sales currently expected to be in the range of $240 to $260 million.”
Fourth Quarter 2020 Earnings Conference Call Information
Just after 1:00pm Pacific Time on February 2nd, Ichor will issue its fourth quarter and full year 2020 earnings press release. Ichor will conduct a conference call to discuss its fourth quarter 2020 results and business outlook at 1:30pm Pacific Time that afternoon. The earnings press release and supplemental financial information will be available on Ichor's investor website, ir.ichorsystems.com, after the market close on February 2nd.
To listen to the live webcast of the conference call, please visit the investor relations section of Ichor's website at ir.ichorsystems.com, or go to the live link at https://webcasts.eqs.com/ichorholdings20210202/en. After the event, the on-demand webcast will be available at the same link. To listen to the conference call live via telephone, please call (877) 407‑0989 (domestic) or +1 (201) 389‑0921 (international), and reference meeting number 13714461.
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, as well as 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.
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Safe Harbor Statement
This press release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are information of a non-historical nature and include statements regarding the completion, timing, size and use of proceeds of the public offering that involve risks and uncertainties, including, without limitation, risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the public offering. These forward-looking statements are subject to risks and uncertainties that are beyond the Company’s ability to control. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, please refer to the Company's Annual Report on Form 10‑K for the year ended December 27, 2019 and Quarterly Reports on Form 10‑Q for the quarterly periods ended March 27, 2020 and June 26, 2020, together with all of the other information contained in the prospectus supplement filed with the SEC on December 11, 2020. The Company cautions shareholders and prospective investors that actual results may differ materially from those indicated by the forward-looking statements. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.
Ichor Holdings, Ltd.
Contact:
Larry Sparks, CFO 510-897-5200
Claire McAdams, IR & Strategic Initiatives 530-265-9899
IR@ichorsystems.com
Source: Ichor Holdings, Ltd.
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