ICHOR HOLDINGS, LTD. 10-K

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Holders of Record On February 26, 2021, all of our issued ordinary shares were held in “nominee” or “street” name or in our treasury account. Dividends We do not anticipate that we will pay any cash dividends on our ordinary shares for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, contractual restrictions (including those under our Credit Facilities and any potential indebtedness we may incur in the future), restrictions imposed by applicable law, tax considerations, and other factors our Board of Directors deems relevant. 28 Stock Performance Graph The information included under the heading “Stock Performance Graph” is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be “soliciting material” subject to Regulation 14A or incorporated by reference in any filing under the Securities Act or the Exchange Act. Our ordinary shares are listed for trading on the NASDAQ under the symbol “ICHR.” The Stock Price Performance Graph set forth below plots the cumulative total shareholder return on a quarterly basis of our ordinary shares from December 9, 2016, the date on which our shares began trading, through December 25, 2020, with the cumulative total return of the Nasdaq Composite Index and the PHLX Semiconductor Sector Index over the same period. The comparison assumes $100 was invested on December 9, 2016 in the ordinary shares of Ichor Holdings, Ltd., in the Nasdaq Composite Index, and in the PHLX Semiconductor Sector Index and assumes reinvestment of dividends, if any. The stock price performance shown on the graph above is not necessarily indicative of future price performance. Information used in the graph was obtained from the Nasdaq Stock Market, a source believed to be reliable, but we are not responsible for any errors or omissions in such information. 29 ITEM 6. SELECTED FINANCIAL DATA The following tables present our historical selected consolidated financial data. The selected consolidated statement of operations data for 2020, 2019, and 2018, and the selected balance sheet data as of December 25, 2020 and December 27, 2019, are derived from our audited consolidated financial statements that are included elsewhere in this report. The selected statement of operations data for 2017 and 2016 and balance sheet data as of December 28, 2018, December 29, 2017, and December 30, 2016 are derived from our audited consolidated financial statements not included in this report. Our historical results are not necessarily indicative of the results that may be expected in the future. You should read the selected historical financial data below in conjunction with the section titled Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and related notes included elsewhere in this report. Year Ended December 25, 2020 December 27, 2019 December 28, 2018 December 29, 2017 December 30, 2016 (dollars in thousands, except per share amounts) Consolidated Statement of Operations Data: Net sales $ 914,236 $ 620,837 $ 823,611 $ 655,892 $ 405,747 Gross profit (1) $ 124,892 $ 86,364 $ 136,137 $ 100,761 $ 65,395 Operating expenses (1) (2) $ 83,340 $ 71,387 $ 72,172 $ 54,581 $ 41,524 Operating income $ 41,552 $ 14,977 $ 63,965 $ 46,180 $ 23,871 Net income from continuing operations (3) (4) $ 33,279 $ 10,729 $ 57,883 $ 56,915 $ 20,779 Diluted earnings per share from continuing operations, attributable to ordinary shareholders (5) $ 1.42 $ 0.47 $ 2.30 $ 2.17 $ 0.87 Shares used to compute diluted earnings per share from continuing operations, attributable to ordinary shareholders (5) 23,460,105 22,766,903 25,128,055 26,218,424 1,967,926 December 25, 2020 December 27, 2019 December 28, 2018 December 29, 2017 December 30, 2016 (in thousands) Consolidated Balance Sheet Data: Cash and restricted cash $ 252,899 $ 60,612 $ 43,834 $ 69,304 $ 52,648 Working capital $ 333,680 $ 113,080 $ 123,821 $ 131,233 $ 56,020 Total assets $ 774,172 $ 566,555 $ 485,489 $ 557,684 $ 282,491 Long-term debt (6) $ 202,287 $ 181,037 $ 204,787 $ 189,535 $ 39,830 Preferred shares $ — $ — $ — $ — $ — Total shareholders’ equity $ 411,689 $ 221,416 $ 198,326 $ 216,762 $ 141,659 (1) Share-based compensation included in the consolidated statement of operations data above was as follows: Year Ended December 25, 2020 December 27, 2019 December 28, 2018 December 29, 2017 December 30, 2016 (in thousands) Share-Based Compensation Expense: Gross profit $ 991 $ 705 $ 608 $ 118 $ 20 Operating expenses 8,884 7,832 6,969 2,112 3,196 Total share-based compensation expense $ 9,875 $ 8,537 $ 7,577 $ 2,230 $ 3,216 (2) As part of our purchase price allocations for our acquisitions of IAN in April 2018, Talon in December 2017, and Cal‑Weld in July 2017, we recorded acquired-inventory at fair value, resulting in a fair value step-up. Accordingly, $4.8 million and $5.2 million were subsequently charged to cost of sales in 2018 and 2017, respectively, as the acquired-inventory was sold. 30 ( 3 ) During 2020, income tax benefit primarily consisted of the benefit from our tax holiday in Singapore, as well as the impacts of withholding taxes, stock option exercises , and credit generation . During 2019, income tax benefit primarily consisted of taxable loss incurred in the United States, the benefit from our tax holiday in Singapore , as well as the impacts of withholding taxes, stock option exercises, credit generation, and the release of tax reserves established in purchase accounting. During 2018, income tax benefit primarily consisted of the impact of U.S. operations, offset by discrete tax benefits, including the release of a valuation allowance against our foreign tax credit carryforwards we now expect to realize as a result of additional analysis of the Tax Cuts and Jobs Act and stock option exercises. During 2017, income tax benefit from continuing operations primarily consisted of the impact of foreign operations, including withholding taxes, offset by a $7.6 million tax benefit as a result of our acquisitions (see Note 2 – Acquisitions of our consolidated financial statements included elsewhere in this report), a $5.9 million tax benefit from revaluing our deferred taxes from 35% to 21% due to the Tax Cuts and Jobs Act, and a $1.6 million benefit from re-characterizing intercompany debt to equity between our U.S. and Singapore entities related to the reversal of previously accrued withholding taxes. During 2016, income tax benefit from continuing operations primarily consisted of the impact of foreign operations, including withholding taxes, offset by a tax benefit in 2016 as a result of our acquisition (see Note 2 – Acquisitions of our consolidated financial statements included elsewhere in this report). (4) In January 2016, we made the decision to shut down our Kingston, New York facility as this location consumed a significant amount of resources while contributing very little income. We completed the shutdown of the operations of the New York facility in May 2016 through abandonment as a buyer for the facility and operation was not found. The discontinued operation was deemed to be fully disposed of at December 29, 2017. ( 5 ) Diluted earnings per share from continuing operations, attributable to ordinary shareholders, was presented in conformity with the two-class method during 2016, as we had two classes of stock until our December 2016 IPO. We considered our convertible preferred shares to be a participating security as the convertible preferred shares participated in dividends with ordinary shareholders, when and if declared by our Board of Directors. In the event a dividend was paid on ordinary shares, the holders of preferred shares were 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 did not participate in incurred losses. 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. ( 6 ) Does not include debt issuance costs of $2.0 million, $3.0 million, $3.9 million, $2.8 million, and $1.9 million as of December 25, 2020, December 27, 2019, December 28, 2018, December 29, 2017, and December 30, 2016, respectively.