What changed in this filing

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Item 1. Financial Statements

2022-08-10 compared with 2022-05-11 · 82 added, 32 removed, 289 unchanged (28% of the section changed)

36 unchanged sentences

Treasury shares at cost ( 4,437,439 shares)

Accumulated other comprehensive loss

Retained earnings

6 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

6 unchanged sentences

Interest expense, net

Other expense, net

Other expense (income), net

Income before income taxes

4 unchanged sentences

ICHOR HOLDINGS, LTD.

Consolidated Statements of Comprehensive Income

(in thousands)

Three Months Ended

Six Months Ended

Other comprehensive loss, net of tax:

Unrealized loss on available-for-sale marketable securities

Comprehensive income

See accompanying notes.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity

(dollars in thousands)

For the three months ending April 1, 2022

For the three months ending July 1, 2022

Ordinary Shares

Other Comprehensive

Shareholders'

Balance at December 31, 2021

Income (Loss)

Balance at April 1, 2022

Ordinary shares issued from exercise of stock options

Ordinary shares issued from vesting of restricted share units

Ordinary shares issued from employee share purchase plan

Share-based compensation expense

Balance at April 1, 2022

For the three months ending March 26, 2021

Balance at July 1, 2022

For the six months ending July 1, 2022

Ordinary Shares

Other Comprehensive

Shareholders'

Income (Loss)

Balance at December 31, 2021

3 unchanged sentences

Share-based compensation expense

Balance at July 1, 2022

See accompanying notes.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity (continued)

(dollars in thousands)

For the three months ending June 25, 2021

Ordinary Shares

Other Comprehensive

Shareholders'

Income (Loss)

Balance at March 26, 2021

Ordinary shares issued from exercise of stock options

Ordinary shares issued from vesting of restricted share units

Share-based compensation expense

Other comprehensive loss

Balance at June 25, 2021

For the six months ending June 25, 2021

Ordinary Shares

Other Comprehensive

Shareholders'

Income (Loss)

Balance at December 25, 2020

Ordinary shares issued from exercise of stock options

Ordinary shares issued from vesting of restricted share units

Ordinary shares issued from employee share purchase plan

Share-based compensation expense

Other comprehensive loss

Balance at June 25, 2021

See accompanying notes.

2 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

4 unchanged sentences

Amortization of debt issuance costs

Gain on sale of asset disposal group

Changes in operating assets and liabilities, net of acquisitions:

7 unchanged sentences

Capital expenditures

Purchase of marketable securities

Proceeds from sale of property and equipment

Net cash used in investing activities

2 unchanged sentences

Employees' taxes paid upon vesting of restricted share units

Borrowings on revolving credit facility

Repayments on revolving credit facility

Repayments on term loan

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net decrease in cash

19 unchanged sentences

We use a 52- or 53-week fiscal year ending on the last Friday in December.

The three months ended April 1, 2022 and March 26, 2021 were both 13 weeks.

References to the first quarter of 2022 and 2021 refer to the three-month periods then ended .

The three months ended July 1, 2022 and June 25, 2021 were both 13 weeks.

References to the second quarter of 2022 and 2021 refer to the three-month periods then ended .

References to fiscal year 2022 and 2021 refer to our fiscal years ending December 30, 2022 and December 31, 2021, respectively.

4 unchanged sentences

Actual results could differ from the estimates made by management.

Significant estimates include inventory valuation, uncertain tax positions, fair value assigned to stock options granted, and impairment analysis for both definite‑lived intangible assets and goodwill.

Significant estimates include inventory valuation and impairment analysis for both definite‑lived intangible assets and goodwill.

Cash and Cash Equivalents

47 unchanged sentences

Total property and equipment, net

Depreciation expense was $ 4.0 million and $ 2.3 million for the first quarter of 2022 and 2021, respectively.

Depreciation expense was $ 4.4 million and $ 2.4 million for the second quarter of 2022 and 2021, respectively.

Depreciation expense was $ 8.4 million and $ 4.7 million for the six months ended July 1, 2022 and June 25, 2021, respectively.

Cloud Computing Implementation Costs

6 unchanged sentences

Capitalized costs amortized during the period

Capitalized cloud computing implementation costs as of April 1, 2022

Capitalized cloud computing implementation costs as of July 1, 2022

Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:

April 1, 2022

Customer relationships

Developed technology

Order backlog

Total intangible assets

13 unchanged sentences

As these amounts are variable, they are not included in lease liabilities.

As of April 1, 2022, we had one operating lease executed for which the rental period had not yet commenced.

As of July 1, 2022, we had one operating lease executed for which the rental period had not yet commenced.

The components of lease expense are as follows:

Three Months Ended

Six Months Ended

Operating lease cost

Supplemental cash flow information related to leases is as follows:

Three Months Ended

Six Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

3 unchanged sentences

Weighted-average discount rate of operating leases

Future minimum lease payments under non-cancelable leases as of April 1, 2022 are as follows:

Future minimum lease payments under non-cancelable leases as of July 1, 2022 are as follows:

2022, remaining

5 unchanged sentences

Three Months Ended

Six Months Ended

Income tax expense

1 unchanged sentence

Effective income tax rate

Our effective tax rates for the first quarter of 2022 and 2021 differ from the statutory rate primarily due to taxes on foreign income that differ from the U.S.

Our effective tax rates for the three and six months ended July 1, 2022 and June 25, 2021 differ from the statutory rate primarily due to taxes on foreign income that differ from the U.S.

tax rate, including a tax holiday in Singapore, and the impact of share-based compensation activity during the quarter.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $ 3.6 million at April 1, 2022.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $ 3.8 million at July 1, 2022.

The related interest and penalties were insignificant.

The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant.

As of April 1, 2022, we were not under examination by tax authorities.

As of July 1, 2022, we were not under examination by tax authorities.

Note 7 – Employee Benefit Programs

2 unchanged sentences

Eligible employees receive a discretionary matching contribution equal to 50 % of a participant’s deferral, up to an annual matching maximum of 4 % of a participant’s annual compensation.

Matching contributions were $ 1.0 million and $ 0.6 million for the first quarter of 2022 and 2021, respectively.

Matching contributions were $ 0.7 million and $ 0.5 million for the second quarter of 2022 and 2021, respectively.

Matching contributions were $ 1.6 million and $ 1.1 million for the six months ended July 1, 2022 and June 25, 2021, respectively.

Note 8 – Long-Term Debt

16 unchanged sentences

BSBY Rate interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than 3 months .

At April 1, 2022, our credit facilities bore interest under the BSBY rate option of 2.01 %.

At July 1, 2022, our credit facilities bore interest under the BSBY rate option of 3.44 %.

Note 9 – Share‑Based Compensation

5 unchanged sentences

Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares were never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 2.9 million and $ 2.4 million for the first quarter of 2022 and 2021.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 3.5 million and $ 2.7 million for the second quarter of 2022 and 2021, and was $ 6.4 million and $ 5.1 million for the six months ended July 1, 2022 and June 25, 2021, respectively.

Stock Options

6 unchanged sentences

Forfeited or expired

Outstanding, April 1, 2022

Exercisable, April 1, 2022

Outstanding, July 1, 2022

Exercisable, July 1, 2022

Restricted Share Units

3 unchanged sentences

Unvested, December 31, 2021

Unvested, April 1, 2022

Unvested, July 1, 2022

Employee Share Purchase Plan

2 unchanged sentences

Shares are purchased on the last day of the purchase period.

As of April 1, 2022, approximately 2.3 million ordinary shares remain available for purchase under the 2017 ESPP.

As of July 1, 2022, approximately 2.3 million ordinary shares remain available for purchase under the 2017 ESPP.

Note 10 – Earnings per Share

1 unchanged sentence

Three Months Ended

Six Months Ended

Basic weighted average ordinary shares outstanding

8 unchanged sentences

Our Chief Operating Decision Maker, the Chief Executive Officer, reviews our results of operations on a consolidated level and executive staff is structured by function rather than by product category.

Additionally, key resources, decisions, and assessment of performance are analyzed at a company‑wide level.

Therefore, we operate in one operating segment.

Key resources, decisions, and assessment of performance are also analyzed on a company‑wide level.

Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia.

Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia, and to a lesser degree, Scotland, Korea, and Mexico.

Our principal markets include North America, Asia, and to a lesser degree, Europe.

Sales by geographic area represent sales to unaffiliated customers.

All information on sales by geographic area is based upon the location to which the products were shipped.

Sales by geographic area represents sales to unaffiliated customers based upon the location to which the products were shipped.

The following table sets forth sales by geographic area:

Three Months Ended

Six Months Ended

United States of America

Total net sales

Foreign long-lived assets, exclusive of deferred tax assets, were $ 39.0 million and $ 38.4 million at April 1, 2022 and December 31, 2021, respectively .

Foreign long-lived assets, exclusive of deferred tax assets, were $ 42.2 million and $ 38.4 million at July 1, 2022 and December 31, 2021, respectively .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements