ICHOR HOLDINGS, LTD. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement Concerning Forward-Looking Statements This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. You should not place undue reliance on these statements. All statements other than statements of historical fact included in this report are forward-looking statements. These statements relate to analyses and other information which are based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies. These forward-looking statements are identified by the use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases, including references to assumptions. However, these words are not the exclusive means of identifying such statements. These statements are contained in many sections of this report, including in this Part I – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations . Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure you that we will achieve those plans, intentions or expectations. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, include geopolitical, economic and market conditions, including high inflation, changes to fiscal and monetary policy, high interest rates, currency fluctuations, challenges in the supply chain and any disruptions in the global economy as a result of the conflicts in Ukraine and the Middle East; dependence on expenditures by manufacturers and cyclical downturns in the semiconductor capital equipment industry; reliance on a very small number of original equipment manufacturers ("OEMs") for a significant portion of sales; negotiating leverage held by our customers; competitiveness and rapid evolution of the industries in which we participate; keeping pace with developments in the industries we serve and with technological innovation generally; designing, developing and introducing new products that are accepted by original equipment manufacturers in order to retain our existing customers and obtain new customers; managing our manufacturing and procurement process effectively; defects in our products that could damage our reputation, decrease market acceptance and result in potentially costly litigation; our dependence on a limited number of suppliers; and other factors set forth in this report, and those set forth in Part I – Item 1A. Risk Factors of our Annual Report on Form 10‑K for the fiscal year ended December 29, 2023 ("2023 Annual Report on Form 10-K") and our other filings with the Securities and Exchange Commission (“SEC”). All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements contained in Part I – Item 1A. Risk Factors to our 2023 Annual Report on Form 10-K, as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties. We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated unaudited financial statements and related notes included elsewhere in this report. 13 Overview 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 systems and subsystems, collectively known as fluid delivery systems and 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 systems and subsystems precisely blend and dispense the reactive liquid chemistries used in semiconductor manufacturing processes such as chemical-mechanical planarization, electroplating, and cleaning. We also provide precision-machined components, weldments, e‑beam and laser-welded components, precision vacuum and hydrogen brazing, surface treatment technologies, and other proprietary products. This vertically integrated portion of our business is primarily focused on metal and plastic parts that are used in gas and chemical systems, respectively. Fluid delivery subsystems ensure accurate measurement and uniform delivery of specialty gases and chemicals at critical steps in the semiconductor manufacturing processes. Any malfunction or material degradation in fluid delivery reduces yields and increases the likelihood of manufacturing defects in these processes. Most OEMs outsource all or a portion of the design, engineering, and manufacturing of their gas delivery subsystems to a few specialized suppliers, including us. Additionally, many OEMs are outsourcing the design, engineering, and manufacturing of their chemical delivery subsystems due to the increased fluid expertise required to manufacture these subsystems. Outsourcing these subsystems has allowed OEMs to leverage suppliers’ highly specialized engineering, design, and production skills while focusing their internal resources on their own value-added processes. We believe that this outsourcing trend has enabled OEMs to reduce their costs and development time, as well as to provide growth opportunities for specialized subsystems suppliers like us. We have a global footprint with production facilities in California, Minnesota, Oregon, Texas, Singapore, Malaysia, the United Kingdom, Korea, and Mexico. The following table summarizes key financial information for the periods indicated. Amounts are presented in accordance with GAAP unless explicitly identified as being a non-GAAP metric. For a description of our non-GAAP metrics and reconciliations to the most comparable GAAP metrics, please refer below to the section entitled Non-GAAP Financial Results within this report. Three Months Ended March 29, 2024 March 31, 2023 (dollars in thousands, except per share amounts) Net sales $ 201,383 $ 225,870 Gross margin 11.4 % 14.7 % Non-GAAP gross margin 12.2 % 15.5 % Operating margin (1.9) % 2.1 % Non-GAAP operating margin 1.2 % 6.1 % Net loss $ (8,989) $ (5) Non-GAAP net income (loss) $ (2,712) $ 11,128 Diluted EPS $ (0.30) $ 0.00 Non-GAAP diluted EPS $ (0.09) $ 0.38 14 Macroeconomic Conditions and Business Update The semiconductor industry is cyclical in nature, and matching customer demand can be challenging based on a variety of factors, including market trends, supply chain shortages and related lead times, customer buying patterns, availability of skilled labor, and macroeconomic and other factors. During much of 2022, many of these factors impacted our ability to fulfill high customer demand; however, the industry entered a cyclical downturn in the fourth quarter of 2022, leading to reductions in spending on semiconductor capital equipment, the primary industry in which we operate, resulting in weakened customer demand in 2023. In particular, industry overcapacity and a number of macroeconomic factors may have contributed to this reduced spending environment, including persistent levels of high inflation, higher interest rates, supply chain disruptions, and other macroeconomic uncertainties. Additionally, increased export controls for semiconductor-related goods and services shipped to China and delayed business investment in electronic memory capacity had varying levels of unfavorable consequences to our business. To help mitigate these impacts and to better align our resources and cost structure with current and expected future levels of business, we initiated labor and other cost reduction initiatives starting in the fourth quarter of 2022 and continuing through the first quarter of 2024. As a result of these programs, we incurred severance charges of $0.9 million and $1.3 million in the first quarter of 2024 and 2023, respectively. While challenging macroeconomic conditions have impacted and will continue to impact our business and customers in the near term, we believe demand for semiconductors, semiconductor capital equipment, and our products will return to growth, fueled by the long-term growing need for more semiconductor productive capacity and enhanced process technologies. Additionally, increased borrowing rates due to tightening monetary policy have increased our debt-service costs, as the interest on our outstanding indebtedness is variable (refer above to Part I – Item 1. Financial Statements (Unaudited) – Note 8—Long-Term Debt ). An analysis of the changes in our debt-service cost is provided below under the heading Comparison of the Three Months Ended March 29, 2024 and March 31, 2023 – Interest expense, net. Results of Operations The following table sets forth our unaudited results of operations for the periods presented. The period‑to‑period comparison of results is not necessarily indicative of results for future periods. Three Months Ended March 29, 2024 March 31, 2023 (in thousands) Net sales $ 201,383 $ 225,870 Cost of sales 178,389 192,630 Gross profit 22,994 33,240 Operating expenses: Research and development 5,370 4,313 Selling, general, and administrative 19,219 20,167 Amortization of intangible assets 2,146 3,966 Total operating expenses 26,735 28,446 Operating income (loss) (3,741) 4,794 Interest expense, net 4,096 4,550 Other expense, net 239 784 Loss before income taxes (8,076) (540) Income tax expense (benefit) 913 (535) Net loss $ (8,989) $ (5) 15 The following table sets forth our unaudited results of operations as a percentage of our total sales for the periods presented. Three Months Ended March 29, 2024 March 31, 2023 Net sales 100.0 100.0 Cost of sales 88.6 85.3 Gross profit 11.4 14.7 Operating expenses: Research and development 2.7 1.9 Selling, general, and administrative 9.5 8.9 Amortization of intangible assets 1.1 1.8 Total operating expenses 13.3 12.6 Operating income (loss) (1.9) 2.1 Interest expense, net 2.0 2.0 Other expense, net 0.1 0.3 Loss before income taxes (4.0) (0.2) Income tax expense (benefit) 0.5 (0.2) Net loss (4.5) 0.0 Comparison of the Three Months Ended March 29, 2024 and March 31, 2023 Net sales Three Months Ended Change March 29, 2024 March 31, 2023 Amount % (dollars in thousands) Net sales $ 201,383 $ 225,870 $ (24,487) (10.8) % The decrease in net sales from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to reduced customer demand stemming from reduced spending within the semiconductor capital equipment industry. Further detail is provided above under the section entitled Macroeconomic Conditions and Business Update . Cost of sales, Gross profit, and Gross margin Three Months Ended Change March 29, 2024 March 31, 2023 Amount % (dollars in thousands) Cost of sales $ 178,389 $ 192,630 $ (14,241) (7.4) % Gross profit $ 22,994 $ 33,240 $ (10,246) (30.8) % Gross margin 11.4 % 14.7 % -330 bps The decrease in the gross amounts of cost of sales and gross profit from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to the factors mentioned in the commentary above under the heading, “ Net sales .” 16 The decrease in gross margin from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to reduced factory utilization as a result of lower volume due to reduced customer demand and unfavorable product mix. Additionally, increased excess and obsolete inventory expense unfavorably impacted gross margin by 110bps for the three months ended March 29, 2024. Research and development Three Months Ended Change March 29, 2024 March 31, 2023 Amount % (dollars in thousands) Research and development $ 5,370 $ 4,313 $ 1,057 24.5 % The increase in research and development expenses from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to increased employee-related expenses, inclusive of share-based compensation expense, of $0.5 million and professional fees and materials of $0.5 million from program costs related to the development of our new products. Selling, general, and administrative Three Months Ended Change March 29, 2024 March 31, 2023 Amount % (dollars in thousands) Selling, general, and administrative $ 19,219 $ 20,167 $ (948) (4.7) % The decrease in selling, general, and administrative expense from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to reduced employee-related expenses, inclusive of share-based compensation expense, of $1.4 million, software costs of $0.7 million, and reduced occupancy-related costs of $0.3 million, partially offset by increased professional and consulting fees of $1.5 million. Amortization of intangible assets Three Months Ended Change March 29, 2024 March 31, 2023 Amount % (dollars in thousands) Amortization of intangible assets $ 2,146 $ 3,966 $ (1,820) (45.9) % The decrease in amortization expense from the three months ended March 31, 2023 to the three months ended March 29, 2024 was due to certain intangible assets becoming fully amortized in 2023. 17 Interest expense, net Three Months Ended Change March 29, 2024 March 31, 2023 Amount % (dollars in thousands) Interest expense, net $ 4,096 $ 4,550 $ (454) (10.0) % Weighted average borrowings outstanding $ 243,935 $ 302,479 $ (58,544) (19.4) % Weighted average borrowing rate 7.61 % 6.10 % +151 bps The decrease in interest expense, net from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to a decrease in the weighted average amount borrowed during the first quarter, partially offset by an increase in our weighted average borrowing rate, which was primarily due to increased risk-free, short-term borrowing rates as a result of tightening monetary policy, which impacts the Bloomberg Short Term Bank Yield ("BSBY"), the variable component of our borrowing rate under our credit facilities. Other expense, net Three Months Ended Change March 29, 2024 March 31, 2023 Amount % (dollars in thousands) Other expense, net $ 239 $ 784 $ (545) (69.5) % The change in other expense, net from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to currency exchange rate fluctuations during the quarter related to our local currency payables of our foreign operations. Income tax expense (benefit) Three Months Ended Change March 29, 2024 March 31, 2023 Amount (dollars in thousands) Income tax expense (benefit) $ 913 $ (535) $ 1,448 Loss before income taxes $ (8,076) $ (540) $ (7,536) Effective income tax rate -11.3 % 99.1 % The increase in income tax expense from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to increased taxable income in foreign jurisdictions in 2024. Additionally, in the first quarter of 2024, we are unable to benefit from U.S. pre-tax losses due to a valuation allowance we recorded against our U.S. state and federal deferred tax assets in the second quarter of 2023. 18 Non‑GAAP Financial Results Management uses certain non-GAAP metrics 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. All non-GAAP adjustments are presented on a gross basis. Non-GAAP gross profit, operating income, and net income (loss) are defined as: gross profit, operating income (loss), or net income (loss), respectively, excluding (1) amortization of intangible assets, share-based compensation expense, and discrete or infrequent charges and gains that are outside of normal business operations, including transaction-related costs, contract and legal settlement gains and losses, facility shutdown costs, and severance costs associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss), respectively; and (2) the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including deferred tax asset valuation allowance charges. All non-GAAP adjustments are presented on a gross basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments". Non-GAAP diluted earnings per share ("EPS") is defined as non-GAAP net income divided by weighted average diluted ordinary shares outstanding during the period. Non-GAAP gross margin and non-GAAP operating margin are defined as non-GAAP gross profit and non-GAAP operating income, respectively, divided by net sales. Non-GAAP results have limitations as an analytical tool, and you should not consider them in isolation or as a substitute for our results reported under GAAP. Other companies may calculate non-GAAP results differently or may use other measures to evaluate their performance, both of which could reduce the usefulness of our non-GAAP results as a tool for comparison. Because of these limitations, you should consider non-GAAP results alongside other financial performance measures and results presented in accordance with GAAP. In addition, in evaluating non-GAAP results, you should be aware that in the future we will incur expenses such as those that are the subject of adjustments in deriving non-GAAP results and you should not infer from our presentation of non-GAAP results that our future results will not be affected by these expenses or other discrete or infrequent charges and gains that are outside of normal business operations. The following table presents our unaudited non‑GAAP gross profit and non-GAAP gross margin and a reconciliation from gross profit, the most comparable GAAP measure, for the periods indicated: Three Months Ended March 29, 2024 March 31, 2023 (dollars in thousands) U.S. GAAP gross profit $ 22,994 $ 33,240 Non-GAAP adjustments: Share-based compensation 776 421 Other (1) 748 1,287 Non-GAAP gross profit $ 24,518 $ 34,948 U.S. GAAP gross margin 11.4 % 14.7 % Non-GAAP gross margin 12.2 % 15.5 % (1) Included in this amount are severance costs associated with our global reduction-in-force programs. 19 The following table presents our unaudited non‑GAAP operating income and non-GAAP operating margin and a reconciliation from operating income (loss), the most comparable GAAP measure, for the periods indicated: Three Months Ended March 29, 2024 March 31, 2023 (dollars in thousands, except per share amounts) U.S. GAAP operating income (loss) $ (3,741) $ 4,794 Non-GAAP adjustments: Amortization of intangible assets 2,146 3,966 Share-based compensation 2,375 3,637 Transaction-related costs (1) 785 — Other (2) 867 1,324 Non-GAAP operating income $ 2,432 $ 13,721 U.S. GAAP operating margin (1.9) % 2.1 % Non-GAAP operating margin 1.2 % 6.1 % (1) Included in this amount are transaction-related costs incurred in connection with our acquisitions pipeline. (2) Included in this amount are severance costs associated with our global reduction-in-force programs. The following table presents our unaudited non‑GAAP net income (loss) and non-GAAP diluted EPS and a reconciliation from net income (loss), the most comparable GAAP measure, for the periods indicated. All non-GAAP adjustments are presented on a gross basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments". Three Months Ended March 29, 2024 March 31, 2023 (dollars in thousands, except per share amounts) U.S. GAAP net loss $ (8,989) $ (5) Non-GAAP adjustments: Amortization of intangible assets 2,146 3,966 Share-based compensation 2,375 3,637 Transaction-related costs (1) 785 — Other (2) 867 1,324 Tax adjustments related to non-GAAP adjustments (3) 104 2,206 Non-GAAP net income (loss) $ (2,712) $ 11,128 U.S. GAAP diluted EPS $ (0.30) $ 0.00 Non-GAAP diluted EPS $ (0.09) $ 0.38 Shares used to compute non-GAAP diluted EPS 30,010,971 29,412,185 (1) Included in this amount are transaction-related costs incurred in connection with our acquisitions pipeline. (2) Included in this amount are severance costs associated with our global reduction-in-force programs. 20 (3) Adjusts GAAP income tax expense for the impact of our non-GAAP adjustments, which are presented on a gross basis. During the second quarter of 2023, we recorded a valuation allowance against our U.S. federal and state deferred tax assets on a GAAP basis. In the first quarter of 2024, we determined that the valuation allowance should be recognized against our U.S. federal and state deferred tax assets on a non-GAAP basis as we were not in a three-year cumulative U.S. income position on a non-GAAP basis. Accordingly, from the first quarter of 2024 and forward, tax expense on a GAAP and non-GAAP basis reflects a valuation allowance against our U.S. federal and state deferred tax assets. Liquidity and Capital Resources The following section discusses our liquidity and capital resources, including our primary sources of liquidity and our material cash requirements. Our cash and cash equivalents are maintained in highly liquid and accessible accounts with no significant restrictions. Material Cash Requirements Our primary liquidity requirements arise from: (i) working capital requirements, including procurement of raw materials inventory for use in our factories and employee-related costs, (ii) business acquisitions, (iii) interest and principal payments under our credit facilities, (iv) research and development investments, (v) capital expenditures, and (vi) payment of income taxes. We have no significant long-term purchase commitments related to procuring raw materials inventory. Our ability to fund these requirements will depend, in part, on our future cash flows, which are determined by our future operating performance, and our continued access to the capital markets and are therefore subject to prevailing global macroeconomic conditions and financial, business, and other factors, some of which are beyond our control. We believe that our cash and cash equivalents, the amounts available under our credit facilities, and our operating cash flow will be sufficient to fund our business and our current obligations for at least the next 12 months and beyond. Sources and Conditions of Liquidity Our ongoing sources of liquidity to fund our material cash requirements are primarily derived from: (i) sales to our customers and the related changes in our net operating assets and liabilities and (ii) proceeds from our credit facilities and equity offerings, when applicable. Our credit facilities are comprised of a $150.0 million term loan facility and a $250.0 million revolving credit facility, of which $250.0 million remained available to draw on as of March 29, 2024. Summary of Cash Flows We ended the first quarter of 2024 with cash and cash equivalents of $102.1 million, an increase of $22.2 million from the prior year ended December 29, 2023. The increase was primarily due to net proceeds of $136.7 million from our issuance of 3.8 million ordinary shares in March 2024 in connection with an underwritten public offering and net cash provided by operating activities of $4.8 million, partially offset by net payments on credit facilities of $116.9 million and capital expenditures of $4.5 million. The following table sets forth a summary of operating, investing, and financing activities for the periods presented: Three Months Ended March 29, 2024 March 31, 2023 (in thousands) Cash provided by (used in) operating activities $ 4,804 $ (10,873) Cash used in investing activities (4,490) (6,819) Cash provided by financing activities 21,855 59 Net increase (decrease) in cash $ 22,169 $ (17,633) 21 Our cash provided by operating activities of $4.8 million during the three months ended March 29, 2024 consisted of net loss of $9.0 million, offset by net non-cash charges of $10.2 million, consisting primarily of depreciation and amortization of $7.6 million and share-based compensation expense of $2.4 million, and a decrease in our net operating assets and liabilities of $3.6 million. The decrease in our net operating assets and liabilities of $3.6 million during the three months ended March 29, 2024 was primarily due to a decrease in inventories of $5.2 million, an increase in accounts payable of $3.4 million, and a decrease in prepaid expenses and other assets of $1.7 million, partially offset by an increase in accounts receivable of $6.7 million. Cash used in operating activities was $10.9 million during the three months ended March 31, 2023. The increase in cash provided by operating activities from the three months ended March 31, 2023 to the three months ended March 29, 2024 was primarily due to favorable changes in the balances of accounts payable and accrued and other liabilities during the three months ended March 29, 2024 compared to the three months ended March 31, 2023, partially offset by less aggregate net income (loss) and unfavorable change in the balances of accounts receivable and inventories during the three months ended March 29, 2024 compared to the three months ended March 31, 2023. Cash used in investing activities during the three months ended March 29, 2024 and March 31, 2023 consisted of capital expenditures. The reduction in capital expenditures from the three months ended March 31, 2023 to the three months ended March 29, 2024 was due to reduced factory capacity expansion projects. Capital expenditures for the three months ended March 29, 2024 were $4.5 million and were used primarily for equipment and information technology upgrades. Cash provided by financing activities during the three months ended March 29, 2024 consisted of net proceeds of $136.7 million from our issuance of 3.8 million ordinary shares in March 2024 in connection with an underwritten public offering and net proceeds from share-based compensation activity of $2.0 million, partially offset by net payment on our credit facilities of $116.9 million. Cash provided by financing activities during the three months ended March 31, 2023 consisted of net proceeds from share-based compensation activity of $1.9 million, partially offset by term loan payments of $1.9 million. The change in net payments on our credit facilities relates to the payoff of our revolving credit facility in the first quarter of 2024. Critical Accounting Estimates Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and our actual results, our future financial statements will be affected. The critical accounting policies requiring estimates, assumptions, and judgments that we believe have the most significant impact on our consolidated financial statements are identified and described in our annual consolidated financial statements and the notes included in our 2023 Annual Report on Form 10‑K.