ichr-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number: 001-37961

_________________________________________________________________________________________________________________________

ICHOR HOLDINGS, LTD.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________________________________________________________________________


Cayman Islands						Not Applicable
( State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
3185 Laurelview Ct. Fremont, CA						94538
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (510) 897-5200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.0001	ICHR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non‑accelerated filer

Small reporting company

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes o No x

As of May 5, 2023, the registrant had 29,055,904 ordinary shares, $0.0001 par value per share, outstanding.

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TABLE OF CONTENTS


PART I
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4.	CONTROLS AND PROCEDURES	22

PART II
ITEM 1.	LEGAL PROCEEDINGS	24
ITEM 1A.	RISK FACTORS	24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4.	MINE SAFETY DISCLOSURES	24
ITEM 5.	OTHER INFORMATION	24
ITEM 6.	EXHIBITS	24

SIGNATURES		25

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PART I

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ICHOR HOLDINGS, LTD.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	March 31, 2023		December 30, 2022
Assets
Current assets:
Cash and cash equivalents	$	68,837	$	86,470
Accounts receivable, net	122,693		136,321
Inventories	271,538		283,660
Prepaid expenses and other current assets	6,530		7,007
Total current assets	469,598		513,458
Property and equipment, net	101,481		98,055
Operating lease right-of-use assets	40,609		40,557
Other noncurrent assets	12,660		12,926
Deferred tax assets, net	12,345		11,322
Intangible assets, net	68,056		72,022
Goodwill	335,402		335,402
Total assets	$	1,040,151	$	1,083,742
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	68,030	$	110,165
Accrued liabilities	21,417		23,616
Other current liabilities	11,821		15,815
Current portion of long-term debt	7,500		7,500
Current portion of lease liabilities	9,457		9,196
Total current liabilities	118,225		166,292
Long-term debt, less current portion, net	291,459		293,218
Lease liabilities, less current portion	31,988		31,828
Deferred tax liabilities, net	29		29
Other non-current liabilities	4,986		4,879
Total liabilities	446,687		496,246
Shareholders’ equity:
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding)	—		—
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 29,034,946 and 28,861,949 shares outstanding, respectively; 33,472,385 and 33,299,388 shares issued, respectively)	3		3
Additional paid in capital	437,388		431,415
Treasury shares at cost (4,437,439 shares)	(91,578)		(91,578)
Retained earnings	247,651		247,656
Total shareholders’ equity	593,464		587,496
Total liabilities and shareholders’ equity	$	1,040,151	$	1,083,742

The accompanying notes are an integral part of these consolidated financial statements.

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ICHOR HOLDINGS, LTD.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended
	March 31, 2023		April 1, 2022
Net sales	$	225,870	$	293,146
Cost of sales	192,630		249,214
Gross profit	33,240		43,932
Operating expenses:
Research and development	4,313		4,851
Selling, general, and administrative	20,167		23,267
Amortization of intangible assets	3,966		5,349
Total operating expenses	28,446		33,467
Operating income	4,794		10,465
Interest expense, net	4,550		1,532
Other expense, net	784		84
Income (loss) before income taxes	(540)		8,849
Income tax expense (benefit)	(535)		810
Net income (loss)	$	(5)	$	8,039
Net income (loss) per share
Basic	$	0.00	$	0.28
Diluted	$	0.00	$	0.28
Shares used to compute Net income (loss) per share:
Basic	28,984,878		28,592,629
Diluted	28,984,878		29,023,455

The accompanying notes are an integral part of these consolidated financial statements.

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ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

(unaudited)


For the three months ending March 31, 2023	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at December 30, 2022	28,861,949	$	3	$	431,415	4,437,439	$	(91,578)	$	247,656	$	587,496
Ordinary shares issued from exercise of stock options	92,766	—		2,126		—	—		—		2,126
Ordinary shares issued from vesting of restricted share units	32,527	—		(692)		—	—		—		(692)
Ordinary shares issued from employee share purchase plan	47,704	—		902		—	—		—		902
Share-based compensation expense	—	—		3,637		—	—		—		3,637
Net loss	—	—		—		—	—		(5)		(5)
Balance at March 31, 2023	29,034,946	$	3	$	437,388	4,437,439	$	(91,578)	$	247,651	$	593,464


For the three months ending April 1, 2022	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at December 31, 2021	28,551,160	$	3	$	417,438	4,437,439	$	(91,578)	$	174,852	$	500,715
Ordinary shares issued from exercise of stock options	42,753	—		955		—	—		—		955
Ordinary shares issued from vesting of restricted share units	34,994	—		(777)		—	—		—		(777)

Share-based compensation expense	—	—		2,897		—	—		—		2,897
Net income	—	—		—		—	—		8,039		8,039
Balance at April 1, 2022	28,628,907	$	3	$	420,513	4,437,439	$	(91,578)	$	182,891	$	511,829

The accompanying notes are an integral part of these consolidated financial statements.

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ICHOR HOLDINGS, LTD.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended
	March 31, 2023		April 1, 2022
Cash flows from operating activities:
Net income (loss)	$	(5)	$	8,039
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	8,489		9,315
Share-based compensation	3,637		2,897
Deferred income taxes	(1,023)		(37)
Amortization of debt issuance costs	116		117



Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	13,628		(10,544)
Inventories	12,122		(27,718)
Prepaid expenses and other assets	2,705		(650)
Accounts payable	(43,018)		(18,209)
Accrued liabilities	(1,797)		2,182
Other liabilities	(5,727)		(1,670)
Net cash used in operating activities	(10,873)		(36,278)
Cash flows from investing activities:
Capital expenditures	(6,819)		(3,417)




Net cash used in investing activities	(6,819)		(3,417)
Cash flows from financing activities:
Issuance of ordinary shares under share-based compensation plans	2,626		1,368
Employees' taxes paid upon vesting of restricted share units	(692)		(777)




Repayments on term loan	(1,875)		(1,875)
Net cash provided by (used in) financing activities	59		(1,284)
Net decrease in cash	(17,633)		(40,979)
Cash at beginning of period	86,470		75,495
Cash at end of period	$	68,837	$	34,516
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	4,745	$	1,395
Cash paid during the period for taxes, net of refunds	$	104	$	106
Supplemental disclosures of non-cash activities:
Capital expenditures included in accounts payable	$	2,426	$	2,278
Right-of-use assets obtained in exchange for new operating lease liabilities, including those acquired through acquisitions	$	2,261	$	6,067

The accompanying notes are an integral part of these consolidated financial statements.

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ICHOR HOLDINGS, LTD.

Notes to Consolidated Financial Statements

(dollar figures in tables in thousands, except per share amounts)

(unaudited)


Note 1 – Basis of Presentation and Selected Significant Accounting Policies

Basis of Presentation

These consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to consolidated financial statements are in thousands, except per share amounts. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by the SEC's rules and regulations for interim reporting. These consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10‑K for the year ended December 30, 2022.

Year End

We use a 52- or 53-week fiscal year ending on the last Friday in December. Our fiscal years ending December 29, 2023 and December 30, 2022 each are 52 weeks. References to 2023 and 2022 relate to the fiscal years then ended. The three-month periods ended March 31, 2023 and April 1, 2022 each are 13 weeks. References to the first quarter of 2023 and 2022 relate to the three-month periods then ended.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include inventory valuation and impairment analysis for both definite‑lived intangible assets and goodwill.

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits and financial instruments which are readily convertible into cash and have original maturities of 90 days or less at the time of acquisition.

Fair Value of Financial Instruments

The carrying values of our financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and long-term debt, net of unamortized debt issuance costs, approximate fair value.

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Revenue Recognition

We recognize revenue when control of promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations.

Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales.

Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within twelve months. Product sales are recognized at a point-in-time, generally upon delivery, as such term is defined within the contract, as that is when control of the promised good has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under ASC 460, Guarantees, and not as a separate performance obligation.

Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer but are generally due within 15-60 days. Historically, we have not incurred significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented.

Accounting Pronouncements Recently Adopted

In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2021‑08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (Topic 805). This ASU requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities (deferred revenue) from acquired contracts using the revenue recognition guidance in Topic 606. At the acquisition date, the acquirer applies the revenue model as if it had originated the acquired contracts. We adopted the ASU on the first day of 2023 and it did not have a material impact on our consolidated financial statements.


Note 2 – Inventories

Inventories consist of the following:


	March 31, 2023		December 30, 2022
Raw materials	$	196,504	$	197,726
Work in process	39,733		56,291
Finished goods	54,306		47,186
Excess and obsolete adjustment	(19,005)		(17,543)
Total inventories	$	271,538	$	283,660

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Note 3 – Property and Equipment and Other Noncurrent Assets

Property and equipment consist of the following:


	March 31, 2023		December 30, 2022
Machinery	$	96,338	$	90,507
Leasehold improvements	43,556		43,129
Computer software, hardware, and equipment	10,053		9,664
Office furniture, fixtures, and equipment	1,354		1,337
Vehicles	401		401
Construction-in-process	21,510		19,869
	173,212		164,907
Less accumulated depreciation	(71,731)		(66,852)
Total property and equipment, net	$	101,481	$	98,055

Depreciation expense was $4.3 million and $4.0 million for the first quarter of 2023 and 2022, respectively.

Cloud Computing Implementation Costs

We capitalize implementation costs associated with hosting arrangement that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To-date, these costs are those incurred to implement a new company-wide ERP system. The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $11.4 million and $11.6 million as of March 31, 2023 and December 30, 2022, respectively, and is included in other assets on our consolidated balance sheets. The related amortization expense was $0.2 million and $0.2 million during the first quarter of 2023 and 2022, respectively, and is included in selling, general, and administrative expense on our consolidated statements of operations.


Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:


	March 31, 2023
	Gross value		Accumulated amortization		Accumulated impairment charges		Carrying amount		Weighted average useful life
Customer relationships	117,022		(55,202)		—		61,820		8.4 years
Developed technology	11,047		(4,811)		—		6,236		10.0 years
Total intangible assets	$	128,069	$	(60,013)	$	—	$	68,056


	December 30, 2022
	Gross value		Accumulated amortization		Accumulated impairment charges		Carrying amount		Weighted average useful life
Customer relationships	117,022		(51,337)		—		65,685		8.4 years
Developed technology	11,047		(4,710)		—		6,337		10.0 years
Total intangible assets	$	128,069	$	(56,047)	$	—	$	72,022

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Note 5 – Leases

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and operating lease liabilities, we use the non-cancelable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

We lease facilities under various non-cancelable operating leases expiring through 2031. In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities.

The components of lease expense are as follows:


	Three Months Ended
	March 31, 2023		April 1, 2022
Operating lease cost	$	2,411	$	2,045

Supplemental cash flow information related to leases is as follows:


	Three Months Ended
	March 31, 2023		April 1, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	2,237	$	1,823

Supplemental balance sheet information related to leases is as follows:


	March 31, 2023	December 30, 2022
Weighted-average remaining lease term of operating leases	5.2 years	5.3 years
Weighted-average discount rate of operating leases	3.2%	3.0%

Future minimum lease payments under non-cancelable leases are as follows as of March 31, 2023:


2023, remaining	$	7,117
2024	9,074
2025	8,418
2026	7,968
2027	6,968
Thereafter	5,367
Total future minimum lease payments	44,912
Less imputed interest	(3,467)
Total lease liabilities	$	41,445

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Note 6 – Income Taxes

Income tax information for the periods reported is as follows:


	Three Months Ended
	March 31, 2023			April 1, 2022
Income tax expense (benefit)	$	(535)		$	810
Income (loss) before income taxes	$	(540)		$	8,849
Effective income tax rate	99.1		%	9.2		%

Our effective tax rates for the three months ended March 31, 2023 and April 1, 2022 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. Our effective tax rate of 99.1% for the first quarter of 2023 is primarily due to projected pre-tax loss in the U.S. for 2023, which generates tax benefits, partially offset by projected pre-tax income in Singapore, our primary source of non-U.S. pre-tax income and for which we participate in a tax holiday through 2026.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $4.5 million at March 31, 2023. 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 March 31, 2023, we were under examination by the Inland Revenue Board of Malaysia for the years 2016 to 2020.


Note 7 – Employee Benefit Programs

401(k) Plan

We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50% of a participant’s annual compensation or the maximum amount otherwise allowed by law. 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 $0.9 million and $1.0 million for the first quarter of 2023 and 2022, respectively.


Note 8 – Long-Term Debt

Long‑term debt consists of the following:


	March 31, 2023		December 30, 2022
Term loan	$	140,625	$	142,500
Revolving credit facility	160,000		160,000
Total principal amount of long-term debt	300,625		302,500
Less unamortized debt issuance costs	(1,666)		(1,782)
Total long-term debt, net	298,959		300,718
Less current portion	(7,500)		(7,500)
Total long-term debt, less current portion, net	$	291,459	$	293,218

On October 29, 2021, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders underlying the agreement. The credit agreement includes a $150.0 million term loan facility and a $250.0 million revolving credit facility (together, “credit facilities”). Term loan principal payments of $1.9 million are due on a quarterly basis. The credit facilities mature on October 29, 2026.

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Interest is charged at either the Base Rate or the Bloomberg Short-Term Bank Yield (“BSBY”) Rate (as such terms are defined in the credit agreement) at our option, plus an applicable margin. The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5%, or iii) the BSBY Rate plus 1.00%. The applicable margin on Base Rate and BSBY Rate loans is 0.375-1.375% and 1.375-2.375% per annum, respectively, depending on our leverage ratio, which is based on trailing 12-month EBITDA, as defined in our credit agreement. We are also charged a commitment fee of 0.175%-0.350%, depending on our leverage ratio, on the unused portion of our revolving credit facility. Base Rate interest payments and commitment fees are due quarterly. 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 March 31, 2023, our credit facilities bore interest under the BSBY rate option of 6.51%.


Note 9 – Share‑Based Compensation

The 2016 Omnibus Incentive Plan (the “2016 Plan”) provides for grants of share‑based awards to employees, directors, and consultants. Awards may be in the form of stock options (“options”), tandem and non‑tandem stock appreciation rights, restricted share awards or restricted share units (“RSUs”), performance awards, and other share‑based awards. Forfeited or expired awards are returned to the incentive plan pool for future grants. Awards generally vest over four years, 25% on the first anniversary of the date of grant and quarterly thereafter over the remaining 3 years. Upon vesting of RSUs, shares are withheld to cover statutory minimum withholding taxes. 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 $3.6 million and $2.9 million for the first quarter of 2023 and 2022.

Stock Options

The following table summarizes option activity:


	Number of Stock Options
	Service condition	Weighted average exercise price per share		Weighted average remaining contractual term	Aggregate intrinsic value
Outstanding, December 30, 2022	805,115	$	23.35
Granted	—	$	0.00
Exercised	(92,766)	$	22.91
Forfeited or expired	(1,444)	$	22.18
Outstanding, March 31, 2023	710,905	$	23.41	2.6 years	$	6,634
Exercisable, March 31, 2023	634,134	$	23.36	2.4 years	$	5,951

Restricted Share Units

The following table summarizes RSU activity:


	Number of Restricted Share Units
	Service condition	Performance condition	Market condition	Weighted average grant-date fair value per share
Unvested, December 30, 2022	860,595	57,562	86,342	$	30.26
Granted	69,675	—	—	$	27.04
Vested	(51,938)	—	—	$	33.57
Forfeited	(11,936)	—	—	$	31.81
Unvested, March 31, 2023	866,396	57,562	86,342	$	29.78

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Employee Share Purchase Plan

The 2017 Employee Stock Purchase Plan (the “2017 ESPP”) grants employees the ability to designate a portion of their base-pay to purchase ordinary shares at a price equal to 85% of the fair market value of our ordinary shares on the first or last day of each 6 month purchase period. Purchase periods begin on January 1 or July 1 and end on June 30 or December 31, or the next business day if such date is not a business day. Shares are purchased on the last day of the purchase period.

As of March 31, 2023, approximately 2.2 million ordinary shares remain available for purchase under the 2017 ESPP.


Note 10 – Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share and a reconciliation of the numerator and denominator used in the calculation:


	Three Months Ended
	March 31, 2023		April 1, 2022
Numerator:
Net income (loss)	$	(5)	$	8,039
Denominator:
Basic weighted average ordinary shares outstanding	28,984,878		28,592,629
Dilutive effect of options	—		292,828
Dilutive effect of RSUs	—		135,860
Dilutive effect of ESPP	—		2,138
Diluted weighted average ordinary shares outstanding	28,984,878		29,023,455
Securities excluded from the calculation of diluted weighted average ordinary shares outstanding (1)	1,879,000		267,000
Net income (loss) per share:
Basic	$	0.00	$	0.28
Diluted	$	0.00	$	0.28

(1)Represents potentially dilutive options and RSUs excluded from the calculation of diluted weighted average ordinary shares outstanding, because including them would have been antidilutive under the treasury stock method.


Note 11 – Segment Information

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.

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.

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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
	March 31, 2023		April 1, 2022
United States of America	$	89,052	$	142,470
Singapore	82,286		103,295
Europe	29,986		24,392
Other	24,546		22,989
Total net sales	$	225,870	$	293,146

Foreign long-lived assets, exclusive of deferred tax assets, were $52.5 million and $52.8 million at March 31, 2023 and December 30, 2022, respectively.

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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 those in 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 economic downturns and market conditions beyond our control, including periods of inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, challenges in the supply chain, export restrictions, and any disruptions in European economies as a result of the conflict in Ukraine; the quality of global financial markets; our dependence on expenditures by manufacturers in the semiconductor capital equipment industry; our reliance on a very small number of original equipment manufacturer customers for a significant portion of our sales; our customers’ significant negotiating leverage; competition in our industry; and other factors set forth in this report, and those set forth in Part I – Item 1A. Risk Factors of our 2022 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 2022 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.


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 and 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.

Table of Contents

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 the 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 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 31, 2023			April 1, 2022
	(dollars in thousands, except per share amounts)
Net sales	$	225,870		$	293,146
Gross margin	14.7		%	15.0		%
Non-GAAP gross margin	15.5		%	16.0		%
Operating margin	2.1		%	3.6		%
Non-GAAP operating margin	6.1		%	8.4		%
Net income (loss)	$	(5)		$	8,039
Non-GAAP net income	$	11,128		$	20,178
Diluted EPS	$	0.00		$	0.28

SEC Form 10-Q filed by Ichor Holdings