United States securities and exchange commission logo
August 28, 2023
Greg Swyt
Chief Financial Officer
Ichor Holdings, Ltd.
3185 Laurelview Ct.
Fremont California 94538
Re: Ichor Holdings,
Ltd.
Form 10-K For
Fiscal Year Ended December 31, 2022
Form 10-Q For
Fiscal Quarter Ended June 30, 2023
Filed August 9,
2023
File No. 001-37961
Dear Greg Swyt:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comment. In our comment, we may ask
you to provide us
with information so we may better understand your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form 10-Q For Fiscal Quarter Ended June 30, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Results, page 19
1. We note you present
non-GAAP financial measures you identify as Non-GAAP net
income and Non-GAAP
diluted EPS. We also note you added back the tax expense from
your valuation
allowance in the reconciliation for three and six-month periods ended June
30, 2023. In addition,
it appears your tax adjustments related to your Non-GAAP
adjustments resulted in
the realization of income tax benefits for the three and six-month
periods ended June 30,
2023. Please address the following:
Explain to us,
and revise your future filings to clarify, how you determined your non-
GAAP financial
measures comply with Question 102.11 of the Division of
Corporation Finance
s Compliance & Disclosure Interpretations on Non-GAAP
Greg Swyt
Ichor Holdings, Ltd.
August 28, 2023
Page 2
Financial Measures;
Given that you had Non-GAAP net income of $707,000 and
$11,835,000 for the
three and six-months periods ended June 30, 2023, specifically
explain how, and
why, you determined it was appropriate to record income tax
benefits related to your
non-GAAP adjustments for the same periods presented; and
Demonstrate to us how you calculated the income tax adjustments
for the three and
six-month periods ended June 30, 2023. Based on the amounts of
each income tax
adjustment, tell us the effective income tax rate related to your
non-GAAP financial
measures for each period and explain how you concluded the income
tax adjustments
result in income tax benefits commensurate with each non-GAAP
financial measure.
This comment is also applicable to disclosures in Earnings Releases
filed under Form 8-
K.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Andi Carpenter at 202-551-3645 or Ernest Greene at
202-551-3733
with any questions.
FirstName LastNameGreg Swyt Sincerely,
Comapany NameIchor Holdings, Ltd.
Division of
Corporation Finance
August 28, 2023 Page 2 Office of
Manufacturing
FirstName LastName