Ultra Clean Holdings Inc【UCTT】株式ニュース

Ultra Clean Reports First Quarter 2026 Financial ResultsApril 28, 2026 4:05 PM
PR Newswire (US)

HAYWARD, Calif., April 28, 2026 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the first quarter ended March 27, 2026.

"UCT delivered first quarter results above the midpoint of guidance, supported by demand across our customer base," said James Xiao, CEO. "Our customers' accelerated technology roadmaps give us confidence that we are in the early stages of a multi-year, AI driven expansion and we are executing with urgency to support them. Our focus on ramp-readiness and driving efficiencies across our global footprint positions us well to deliver sustained growth over the long-term."First Quarter 2026 GAAP Financial Results
Total revenue was $533.7 million. Products contributed $465.7 million and Services added $68.0 million. Total gross margin was 15.8%, operating margin was 2.1%, and net loss was $(17.9) million or $(0.40) per diluted share. This compares to total revenue of $506.6 million, gross margin of 15.2%, operating margin of 2.2%, and net loss of $(3.3) million or $(0.07) per diluted share, in the prior quarter.First Quarter 2026 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 16.5%, operating margin was 5.1%, and net income was $14.5 million or $0.31 per diluted share. This compares to gross margin of 16.1%, operating margin of 4.9%, and net income of $10.0 million or $0.22 per diluted share in the prior quarter.Second Quarter 2026 Outlook
The Company expects revenue in the range of $565 million to $605 million. The Company expects GAAP diluted net income per share to be between $0.20 and $0.36 and non-GAAP diluted net income per share to be between $0.44 and $0.60.Conference Call
The call will take place at 1:45 p.m. PT and can be accessed by dialing 1-800-836-8184 or 1-646-357-8785. No passcode is required. A replay of the call will be available by dialing 1-888-660-6345 or 1-646-517-4150 and entering the confirmation code 90449#. The Webcast will be available on the Investor Relations section of the Company's website at http://uct.com/investors/events/.About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.Use of Non-GAAP Measures
In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America ("GAAP"), management uses non-GAAP gross margin, non-GAAP operating margin and non-GAAP net income to evaluate the Company's operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing our core business and business trends and comparing performance to prior periods, along with enhancing investors' ability to view the Company's results from management's perspective. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP. Tables presenting reconciliations from GAAP results to non-GAAP results are included at the end of this press release.The Company defines non-GAAP net income as net loss before amortization of intangible assets, stock-based compensation, restructuring charges, fair value adjustments, debt refinancing costs, legal-related costs, unrealized loss (gain) on foreign exchange, and the tax effects of the foregoing adjustments.A reconciliation of our guidance for non-GAAP net income per diluted share for the subsequent quarter is not available due to fluctuations in the geographic mix of our earnings from quarter to quarter, which impacts our tax rate and cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and we are unable to determine the probable significance of the unavailable information.Safe Harbor Statement
The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "projection," "outlook," "forecast," "believes," "plan," "expect," "future," "intends," "may," "will," "estimates," "see," "predicts," "should" and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company's actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in our annual report on Form 10-K for the year ended December 26, 2025, as filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.Contact:
Rhonda Bennetto
SVP Investor Relations
rbennetto@uct.com ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share data)

Three Months Ended
March 27,
2026
March 28,
2025Revenues:

Products$           465.7
$           457.0Services68.0
61.6Total revenues533.7
518.6Cost of revenues:

Products400.7
390.3Services48.6
44.3Total cost revenues449.3
434.6Gross margin84.4
84.0Operating expenses:

Research and development8.5
7.6Sales and marketing15.5
14.9General and administrative49.0
48.6Total operating expenses73.0
71.1Income from operations11.4
12.9Interest income1.4
1.1Interest expense(7.3)
(9.9)Other income (expense), net(1.3)
0.8Income before provision for income taxes4.2
4.9Provision for income taxes19.2
7.4Net loss(15.0)
(2.5)Less: Net income attributable to noncontrolling interests2.9
2.5Net loss attributable to UCT$           (17.9)
$             (5.0)

Net loss per share attributable to UCT common stockholders:

Basic$           (0.40)
$           (0.11)Diluted$           (0.40)
$           (0.11)Shares used in computing net loss per share:

Basic45.3
45.1Diluted45.3
45.1 ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)

March 27,
2026
December 26,
2025ASSETS

Current assets:

Cash and cash equivalents$           323.5
$           311.8Accounts receivable, net of allowance for credit losses232.8
208.8Inventories481.9
390.9Prepaid expenses and other current assets59.6
48.2Total current assets1,097.8
959.7Property, plant and equipment, net319.4
324.6Goodwill114.2
114.2Intangible assets, net149.9
156.8Deferred tax assets, net3.6
3.5Operating lease right-of-use assets158.4
157.2Other non-current assets11.9
13.0Total assets$        1,855.2
$        1,729.0LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Current portion of long-term debt$               —
$              9.9Accounts payable263.4
194.9Accrued compensation and related benefits47.2
51.1Operating lease liabilities20.5
20.2Other current liabilities26.4
24.6Total current liabilities357.5
300.7Long-term debt601.9
467.0Deferred tax liabilities28.4
13.8Operating lease liabilities158.0
156.6Other liabilities7.3
6.8Total liabilities1,153.1
944.9Equity:

UCT stockholders' equity:

Common stock 0.1
0.1Additional paid-in capital556.8
578.7Common shares held in treasury(88.7)
(48.4)Retained earnings171.3
189.2Accumulated other comprehensive loss(11.6)
(8.6)Total UCT stockholders' equity627.9
711.0Noncontrolling interests74.2
73.1Total equity702.1
784.1Total liabilities and equity$        1,855.2
$        1,729.0 ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)

Three Months Ended
March 27,
2026
March 28,
2025(In millions)

Cash flows from operating activities:

Net loss$           (15.0)
$             (2.5)Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization12.3
11.7Amortization of intangible assets6.9
7.3Stock-based compensation3.2
2.9Amortization of debt issuance costs0.7
0.6Loss on extinguishment of debt3.0
—Loss on disposal of property, plant and equipment1.0
—Change in the fair value of financial instruments—
(0.1)Deferred income taxes14.6
(0.3)Changes in assets and liabilities:

Accounts receivable(24.0)
23.1Inventories(91.0)
6.4Prepaid expenses and other current assets(7.3)
(0.6)Other non-current assets1.1
0.2Accounts payable68.0
(8.5)Accrued compensation and related benefits(4.0)
(10.4)Income taxes payable(2.8)
(0.7)Operating lease right-of-use assets and operating lease liabilities0.4
1.4Other liabilities(0.4)
(2.3)Net cash provided by (used in) operating activities(33.3)
28.2Cash flows from investing activities:

Purchases of property, plant and equipment(9.6)
(12.4)Proceeds from sale of equipment0.1
—Net cash used in investing activities(9.5)
(12.4)Cash flows from financing activities:

Proceeds from the issuance of convertible notes600.0
—Payment of debt issuance costs(15.3)
(0.2)Repurchase of common stock(40.0)
—Payment for capped call transactions(25.1)
—Principal payments on bank borrowings(462.0)
(12.0)Net cash provided by (used in) financing activities57.6
(12.2)Effect of exchange rate changes on cash and cash equivalents(3.1)
0.1Net increase in cash and cash equivalents11.7
3.7Cash and cash equivalents at beginning of period311.8
313.9Cash and cash equivalents at end of period$           323.5
$           317.6 ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in millions)

GAAP
Non-GAAP
Three Months Ended
Three Months Ended
March 27, 2026
March 27, 2026
Products
Services
Consolidated
Products
Services
ConsolidatedRevenues$ 465.7
$   68.0
$     533.7
$     465.7
$       68.0
$     533.7Gross profit$   65.0
$   19.4
$       84.4
$       67.8
$       20.4
$       88.2Gross margin14.0 %
28.5 %
15.8 %
14.6 %
30.0 %
16.5 %Income from operations$    7.0
$    4.4
$       11.4
$       19.3
$         7.8
$       27.1Operating margin1.5 %
6.4 %
2.1 %
4.2 %
11.5 %
5.1 %

Three Months Ended

March 27, 2026

Products
Services
ConsolidatedReconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)Reported gross profit on a GAAP basis
$       65.0
$       19.4
$       84.4Amortization of intangible assets (1)
1.3
1.0
2.3Stock-based compensation expense (2)
1.2
—
1.2Restructuring charges (3)

0.3
—
0.3Non-GAAP gross profit
$       67.8
$       20.4
$       88.2

Reconciliation of GAAP Gross margin to Non-GAAP Gross marginReported gross margin on a GAAP basis
14.0 %
28.5 %
15.8 %Amortization of intangible assets (1)
0.3 %
1.5 %
0.4 %Stock-based compensation expense (2)
0.2 %
— %
0.2 %Restructuring charges (3)

0.1 %
— %
0.1 %Non-GAAP gross margin
14.6 %
30.0 %
16.5 %

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)Reported income from operations on a GAAP basis
$        7.0
$         4.4
$       11.4Amortization of intangible assets (1)
4.0
2.9
6.9Stock-based compensation expense (2)
3.5
0.5
4.0Restructuring charges (3)
4.8
—
4.8Non-GAAP income from operations
$       19.3
$         7.8
$       27.1

Reconciliation of GAAP Operating margin to Non-GAAP Operating marginReported operating margin on a GAAP basis
1.5 %
6.4 %
2.1 %Amortization of intangible assets (1)
0.9 %
4.3 %
1.3 %Stock-based compensation expense (2)
0.8 %
0.8 %
0.8 %Restructuring charges (3)
1.0 %
— %
0.9 %Non-GAAP operating margin
4.2 %
11.5 %
5.1 %

1    Amortization of intangible assets related to the Company's business acquisitions2    Represents compensation expense for stock granted to employees and directors3    Represents costs associated with employee separation, severance, retention, and other expenses related to facility closures ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

Three Months Ended
March 27,
2026
March 28,
2025
December 26,
2025Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (in millions)Reported net income (loss) attributable to UCT on a GAAP basis$       (17.9)
$        (5.0)
$        (3.3)Amortization of intangible assets (1)6.9
7.3
6.9Stock-based compensation expense (2)4.0
2.6
4.9Restructuring charges (3)4.8
3.6
1.6Fair value related adjustments (4)—
(0.1)
—Debt refinancing costs expensed (5)3.0
—
—Legal-related costs (6)—
0.7
0.7Unrealized loss (gain) on foreign exchange (7)(1.1)
(2.7)
1.1Income tax effect of non-GAAP adjustments (8)(3.5)
(2.2)
(3.2)Income tax effect of valuation allowance (9)18.3
6.4
2.2Non-GAAP net income attributable to UCT$        14.5
$        10.6
$        10.9

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)Reported income from operations on a GAAP basis$        11.4
$        12.9
$        10.9Amortization of intangible assets (1)6.9
7.3
6.9Stock-based compensation expense (2)4.0
2.6
4.9Restructuring charges (3)4.8
3.6
1.6Legal-related costs (6)—
0.7
0.7Non-GAAP income from operations$        27.1
$        27.1
$        25.0

Reconciliation of GAAP Operating margin to Non-GAAP Operating marginReported operating margin on a GAAP basis2.1 %
2.5 %
2.2 %Amortization of intangible assets (1)1.3 %
1.4 %
1.3 %Stock-based compensation expense (2)0.8 %
0.5 %
1.0 %Restructuring charges (3)0.9 %
0.7 %
0.3 %Legal-related costs (6)— %
0.1 %
0.1 %Non-GAAP operating margin5.1 %
5.2 %
4.9 %

Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)Reported gross profit on a GAAP basis$        84.4
$        84.0
$        77.3Amortization of intangible assets (1)2.3
2.3
2.2Stock-based compensation expense (2)1.2
0.2
0.3Restructuring charges (3)0.3
—
1.8Non-GAAP gross profit$        88.2
$        86.5
$        81.6

Reconciliation of GAAP Gross margin to Non-GAAP Gross marginReported gross margin on a GAAP basis15.8 %
16.2 %
15.2 %Amortization of intangible assets (1)0.4 %
0.5 %
0.4 %Stock-based compensation expense (2)0.2 %
0.0 %
0.1 %Restructuring charges (3)0.1 %
— %
0.4 %Non-GAAP gross margin16.5 %
16.7 %
16.1 %

Reconciliation of GAAP Other income (expense), net to Non-GAAP Other income (expense), net (in millions)Reported Other income (expense), net on a GAAP basis$        (1.3)
$          0.8
$        (1.4)Fair value related adjustments (4)—
(0.1)
—Debt refinancing costs expensed (5)3.0
—
—Unrealized loss (gain) on foreign exchange (7)(1.1)
(2.7)
1.1Non-GAAP Other income (expense), net$          0.6
$        (2.0)
$        (0.3)

Reconciliation of GAAP Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted ShareReported net loss on a GAAP basis$       (0.40)
$       (0.11)
$       (0.07)Amortization of intangible assets (1)0.15
0.16
0.15Stock-based compensation expense (2)0.09
0.06
0.11Restructuring charges (3)0.10
0.08
0.03Fair value related adjustments (4)0.00
0.00
—Debt refinancing costs expensed (5)0.06
—
—Legal-related costs (6)—
0.01
0.02Unrealized loss (gain) on foreign exchange (7)(0.02)
(0.06)
0.02Income tax effect of non-GAAP adjustments (8)(0.08)
(0.05)
(0.07)Income tax effect of valuation allowance (9)0.40
0.14
0.05Impact of dilutive shares0.01
—
—Non-GAAP net earnings$        0.31
$        0.23
$        0.24Weighted average number of diluted shares (in millions) on a non-GAAP basis46.3
45.4
45.8

ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE

Three Months Ended
March 27,
2026
March 28,
2025
December 26,
2025Provision for income taxes on a GAAP basis$        19.2
$          7.4
$          2.6Income tax effect of non-GAAP adjustments (8)3.5
2.2
3.2Income tax effect of valuation allowance (9)(18.3)
(6.4)
(2.2)Non-GAAP provision for income taxes$          4.4
$          3.2
$          3.6

Income before income taxes on a GAAP basis$          4.2
$          4.9
$          2.0Amortization of intangible assets (1)6.9
7.3
6.9Stock-based compensation expense (2)4.0
2.6
4.9Restructuring charges (3)4.8
3.6
1.6Fair value related adjustments (4)—
(0.1)
—Debt refinancing costs expensed (5)3.0
—
—Legal-related costs (6)—
0.7
0.7Unrealized loss (gain) on foreign exchange (7)(1.1)
(2.7)
1.1Non-GAAP income before income taxes$        21.8
$        16.3
$        17.2Effective income tax rate on a GAAP basis457.1 %
151.0 %
130.0 %Non-GAAP effective income tax rate20.0 %
19.6 %
20.9 %

1    Amortization of intangible assets related to the Company's business acquisitions2    Represents compensation expense for stock granted to employees and directors3    Represents costs associated with employee separation, severance, retention, and other expenses related to facility closures4    Fair value adjustments related to contingent consideration5    Represents the third party transaction costs related to the amended credit agreement and the previously capitalized costs of extinguished debt6    Represents estimated costs related to certain legal proceedings7    Represents unrealized foreign exchange gains and losses arising from the remeasurement of monetary assets and liabilities8    Tax effect of items (1) through (7) above based on the non-GAAP tax rate 9    The Company's GAAP tax expense is generally higher than the Company's non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The Company's non-GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance position in effect

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Original: Ultra Clean Reports First Quarter 2026 Financial Results

Ultra Clean Reports Fourth Quarter and Full Year 2025 Financial ResultsFebruary 23, 2026 4:05 PM
PR Newswire (US)

HAYWARD, Calif., Feb. 23, 2026 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the fourth quarter and full year ended December 26, 2025.

"UCT delivered fourth quarter results in line with expectations, reflecting disciplined execution in a dynamic operating environment," said James Xiao, CEO. "As AI adoption gains momentum, we are increasing our ramp-readiness initiatives and accelerating the speed of execution worldwide to align with roadmaps and position UCT to support the sustained, multi-year growth anticipated by our customers. With a strong global manufacturing network and a broad, differentiated Products and Services portfolio, UCT is well positioned to capture an outsized share of the many opportunities ahead."Fourth Quarter 2025 GAAP Financial Results
Total revenue was $506.6 million. Products contributed $442.4 million and Services added $64.2 million. Total gross margin was 15.2%, operating margin was 2.2%, and net loss was $(3.3) million or $(0.07) per diluted share. This compares to total revenue of $510.0 million, gross margin of 16.1%, operating margin of 2.1%, and net loss of $(10.9) million or $(0.24) per diluted share, in the prior quarter.Fourth Quarter 2025 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 16.1%, operating margin was 4.9%, and net income was $10.0 million or $0.22 per diluted share. This compares to gross margin of 17.0%, operating margin of 5.7%, and net income of $12.9 million or $0.28 per diluted share in the prior quarter.Full Year 2025 GAAP Financial Results
Total revenue was $2,054.0 million. Products contributed $1,799.3 million and Services added $254.7 million. Total gross margin was 15.7%, operating margin was (5.2)%, and net loss was $(181.2) million or $(4.00) per diluted share. This compares to total revenue of $2,097.6 million, gross margin of 17.0%, operating margin of 4.3%, and net income of $23.7 million or $0.52 per diluted share in the prior year. The financial results for fiscal year 2025 reflect a pre-tax, noncash charge of $151.1 million related to goodwill impairments.Full Year 2025 Non-GAAP Financial Results
On a non-GAAP basis, the company reported gross margin of 16.5%, operating margin of 5.3%, and net income of $47.7 million or $1.05 per diluted share. This compares to gross margin of 17.5%, operating margin of 6.9%, and net income of $65.2 million or $1.44 per diluted share in the prior year.First Quarter 2026 Outlook
The Company expects revenue in the range of $505 million to $545 million. The Company expects GAAP diluted net income (loss) per share to be between $(0.13) and $0.03 and non-GAAP diluted net income per share to be between $0.18 and $0.34.Conference Call
The call will take place at 1:45 p.m. PT and can be accessed by dialing 1-800-836-8184 or 1-646-357-8785. No passcode is required. A replay of the call will be available by dialing 1-888-660-6345 or 1-646-517-4150 and entering the confirmation code 91919#. The Webcast will be available on the Investor Relations section of the Company's website at http://uct.com/investors/events/.About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.Use of Non-GAAP Measures
In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America ("GAAP"), management uses non-GAAP gross margin, non-GAAP operating margin and non-GAAP net income to evaluate the Company's operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing our core business and business trends and comparing performance to prior periods, along with enhancing investors' ability to view the Company's results from management's perspective. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP. Tables presenting reconciliations from GAAP results to non-GAAP results are included at the end of this press release.The Company defines non-GAAP net income as net income (loss) before amortization of intangible assets, stock-based compensation, restructuring charges, legal-related costs, impairment of goodwill, debt refinancing costs, fair value adjustments, VAT settlement, acquisition activity costs, and the tax effects of the foregoing adjustments.A reconciliation of our guidance for non-GAAP net income per diluted share for the subsequent quarter is not available due to fluctuations in the geographic mix of our earnings from quarter to quarter, which impacts our tax rate and cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and we are unable to determine the probable significance of the unavailable information.Safe Harbor Statement
The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates," "projection," "outlook," "forecast," "believes," "plan," "expect," "future," "intends," "may," "will," "estimates," "see," "predicts," "should" and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company's actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 27, 2024, as filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.Contact:
Rhonda Bennetto
SVP Investor Relations
rbennetto@uct.comULTRA CLEAN HOLDINGS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited; in millions, except per share data)

Three Months Ended
Twelve months ended
December 26,
2025
December 27,
2024
December 26,
2025
December 27,
2024(In millions, except per share amounts)

Revenues:

Products$                  442.4
$                  503.5
$               1,799.3
$               1,853.7Services64.2
59.8
254.7
243.9Total revenues506.6
563.3
2,054.0
2,097.6Cost of revenues:

Products383.0
428.5
1,547.0
1,569.7Services46.3
43.0
184.1
171.6Total cost revenues429.3
471.5
1,731.1
1,741.3Gross margin77.3
91.8
322.9
356.3Operating expenses:

Research and development8.8
7.1
32.0
28.3Sales and marketing15.7
14.4
61.2
57.3General and administrative41.9
44.4
186.0
179.5Impairment of goodwill—
—
151.1
—Total operating expenses66.4
65.9
430.3
265.1Income (loss) from operations10.9
25.9
(107.4)
91.2Interest income0.9
0.9
3.9
4.8Interest expense(8.4)
(10.7)
(38.3)
(46.5)Other income (expense), net(1.4)
8.4
(3.9)
17.7Income (loss) before provision for income taxes2.0
24.5
(145.7)
67.2Provision for income tax2.6
4.5
25.9
32.7Net income (loss)(0.6)
20.0
(171.6)
34.5Less: Net income attributable to noncontrolling interests2.7
3.7
9.6
10.8Net income (loss) attributable to UCT$                     (3.3)
$                    16.3
$                (181.2)
$                    23.7

Net income (loss) per share attributable to UCT common stockholders:Basic$                  (0.07)
$                    0.36
$                  (4.00)
$                    0.53Diluted$                  (0.07)
$                    0.36
$                  (4.00)
$                    0.52Shares used in computing net income (loss) per share:Basic45.4
45.1
45.3
44.9Diluted45.4
45.4
45.3
45.3 ULTRA CLEAN HOLDINGS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited; in millions)
December 26,
2025
December 27,
2024ASSETS

Current assets:

Cash and cash equivalents$                  311.8
$                  313.9Accounts receivable, net of allowance for credit losses208.8
241.1Inventories390.9
381.0Prepaid expenses and other current assets48.2
34.1Total current assets959.7
970.1Property, plant and equipment, net324.6
325.9Goodwill114.2
265.3Intangible assets, net156.8
184.9Deferred tax assets, net3.5
3.1Operating lease right-of-use assets157.2
161.0Other non-current assets13.0
9.6Total assets$               1,729.0
$               1,919.9LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Bank borrowings$                      9.9
$                    16.0Accounts payable194.9
212.5Accrued compensation and related benefits51.1
50.1Operating lease liabilities20.2
18.6Other current liabilities24.6
38.4Total current liabilities300.7
335.6Bank borrowings, net of current portion467.0
476.5Deferred tax liabilities13.8
16.1Operating lease liabilities156.6
149.2Other liabilities6.8
6.7Total liabilities944.9
984.1Equity:

UCT stockholders' equity:

Common stock0.1
0.1Additional paid-in capital578.7
558.4Common shares held in treasury(48.4)
(45.0)Retained earnings189.2
370.4Accumulated other comprehensive loss(8.6)
(10.3)Total UCT stockholders' equity711.0
873.6Noncontrolling interests73.1
62.2Total equity784.1
935.8Total liabilities and equity$               1,729.0
$               1,919.9 ULTRA CLEAN HOLDINGS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited; in millions)
Twelve months ended
December 26,
2025
December 27,
2024(In millions)

Cash flows from operating activities:

Net income (loss)$                (171.6)
$                    34.5Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization47.9
45.7Amortization of intangible assets28.1
30.4Stock-based compensation19.2
17.4Amortization of debt issuance costs2.7
3.0Impairment of goodwill151.1
—Loss (gain) on sale of property, plant and equipment0.7
1.2Change in the fair value of financial instruments(0.1)
(29.2)Deferred income taxes(2.7)
(3.0)Changes in assets and liabilities, net of effects of acquisitions:

Accounts receivable32.3
(60.3)Inventories(9.9)
(6.5)Prepaid expenses and other current assets(8.3)
(3.2)Other non-current assets(1.9)
1.3Accounts payable(17.6)
26.4Accrued compensation and related benefits1.0
2.4Income taxes payable(13.5)
1.0Operating lease assets and liabilities12.9
2.6Other liabilities(4.7)
1.3Net cash provided by operating activities65.6
65.0Cash flows from investing activities:

Purchases of property, plant and equipment(50.3)
(63.5)Other investing activities3.3
—Net cash used in investing activities(47.0)
(63.5)Cash flows from financing activities:

Proceeds from bank borrowings59.3
67.7Extinguishment of bank borrowings(59.3)
(44.2)Proceeds from issuance of common stock2.2
2.0Principal payments on bank borrowings(18.2)
(10.2)Payment of debt issuance costs(0.6)
(2.5)Employees' taxes paid upon vesting of restricted stock units(1.1)
(2.5)Payments of dividends to a joint venture shareholder(0.1)
(0.5)Repurchase of shares(3.4)
—Net cash provided by (used in) financing activities(21.2)
9.8Effect of exchange rate changes on cash and cash equivalents0.5
(4.4)Net increase (decrease) in cash and cash equivalents(2.1)
6.9Cash and cash equivalents at beginning of period313.9
307.0Cash and cash equivalents at end of period$                  311.8
$                  313.9 ULTRA CLEAN HOLDINGS, INC.REPORTABLE SEGMENTSGAAP TO NON-GAAP RECONCILIATION(Unaudited; dollars in millions)

GAAP
Non-GAAP
Three Months Ended
Three Months Ended
December 26, 2025
December 26, 2025
Products
Services
Consolidated
Products
Services
ConsolidatedRevenues$    442.4
$      64.2
$         506.6
$ 442.4
$ 64.2
$         506.6Gross profit$      59.4
$      17.9
$           77.3
$    62.5
$ 19.1
$           81.6Gross margin13.4 %
27.8 %
15.2 %
14.1 %
29.7 %
16.1 %Income from operations$        6.7
$        4.2
$           10.9
$    17.1
$    7.9
$           25.0Operating margin1.5 %
6.6 %
2.2 %
3.9 %
12.4 %
4.9 %

Three Months Ended

December 26, 2025

Products
Services
ConsolidatedReconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)Reported gross profit on a GAAP basis
$    59.4
$ 17.9
$           77.3Amortization of intangible assets (1)
1.2
1.0
2.2Stock-based compensation expense (2)
0.3
—
0.3Restructuring charges (3)
1.6
0.2
1.8Non-GAAP gross profit
$    62.5
$ 19.1
$           81.6

Reconciliation of GAAP Gross margin to Non-GAAP Gross marginReported gross margin on a GAAP basis
13.4 %
27.8 %
15.2 %Amortization of intangible assets (1)
0.3 %
1.6 %
0.4 %Stock-based compensation expense (2)
0.1 %
— %
0.1 %Restructuring charges (3)
0.3 %
0.3 %
0.4 %Non-GAAP gross margin
14.1 %
29.7 %
16.1 %

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)Reported income from operations on a GAAP basis
$      6.7
$    4.2
$           10.9Amortization of intangible assets (1)
4.0
2.9
6.9Stock-based compensation expense (2)
4.3
0.6
4.9Restructuring charges (3)
1.4
0.2
1.6Legal-related costs (4)
0.7
—
0.7Non-GAAP income from operations
$    17.1
$    7.9
$           25.0

Reconciliation of GAAP Operating margin to Non-GAAP Operating marginReported operating margin on a GAAP basis
1.5 %
6.6 %
2.2 %Amortization of intangible assets (1)
0.9 %
4.5 %
1.3 %Stock-based compensation expense (2)
1.0 %
1.0 %
1.0 %Restructuring charges (3)
0.3 %
0.3 %
0.3 %Legal-related costs (4)
0.2 %
— %
0.1 %Non-GAAP operating margin
3.9 %
12.4 %
4.9 %

1    Amortization of intangible assets related to the Company's business acquisitions2    Represents compensation expense for stock granted to employees and directors3    Represents severance, retention and costs related to facility closures4    Represents estimated costs related to certain legal proceedings ULTRA CLEAN HOLDINGS, INC.UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS

Three Months Ended
Twelve months ended
December 26,
2025
December 27,
2024
September 26,
2025
December 26,
2025
December 27,
2024Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (in millions)Reported net income (loss) attributable to UCT on a GAAP basis$           (3.3)
$           16.3
$         (10.9)
$       (181.2)
$           23.7Amortization of intangible assets (1)6.9
7.5
6.9
28.1
30.4Stock-based compensation expense (2)4.9
4.7
4.6
19.2
17.8Restructuring charges (3)1.6
—
7.1
17.1
2.3Legal-related costs (4)0.7
1.1
0.2
1.9
2.7Impairment of goodwill (5)—
—
—
151.1
—Debt refinancing costs expensed (6)—
0.4
1.1
1.1
4.0Fair value related adjustments (7)—
(7.1)
—
(0.1)
(29.1)VAT settlement (8)—
—
(0.2)
(0.2)
—Acquisition related costs (9)—
—
—
—
1.0Income tax effect of non-GAAP adjustments (10)(3.0)
(1.0)
(4.5)
(45.8)
(6.1)Income tax effect of valuation allowance (11)2.2
1.0
8.6
56.5
18.5Non-GAAP net income attributable to UCT$           10.0
$           22.9
$           12.9
$           47.7
$           65.2

Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)Reported income from operations on a GAAP basis$           10.9
$           25.9
$           10.6
$       (107.4)
$           91.2Amortization of intangible assets (1)6.9
7.5
6.9
28.1
30.4Stock-based compensation expense (2)4.9
4.7
4.6
19.2
17.8Restructuring charges (3)1.6
—
7.1
17.1
2.3Legal-related costs (4)0.7
1.1
0.2
1.9
2.7Impairment of goodwill (5)—
—
—
151.1
—VAT settlement (8)—
—
(0.2)
(0.2)
—Acquisition related costs (9)—
—
—
—
1.0Non-GAAP income from operations$           25.0
$           39.2
$           29.2
$         109.8
$         145.4

Reconciliation of GAAP Operating margin to Non-GAAP Operating marginReported operating margin on a GAAP basis2.2 %
4.6 %
2.1 %
(5.2) %
4.3 %Amortization of intangible assets (1)1.3 %
1.3 %
1.3 %
1.4 %
1.4 %Stock-based compensation expense (2)1.0 %
0.9 %
0.9 %
0.9 %
0.9 %Restructuring charges (3)0.3 %
— %
1.4 %
0.8 %
0.1 %Legal-related costs (4)0.1 %
0.2 %
0.0 %
0.1 %
0.1 %Impairment of goodwill (5)— %
— %
— %
7.3 %
— %VAT settlement (8)— %
— %
0.0 %
0.0 %
— %Acquisition related costs (9)— %
— %
— %
— %
0.1 %Non-GAAP operating margin4.9 %
7.0 %
5.7 %
5.3 %
6.9 %

Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)Reported gross profit on a GAAP basis$           77.3
$           91.8
$           82.2
$         322.9
$         356.3Amortization of intangible assets (1)2.2
2.3
2.3
9.1
9.1Stock-based compensation expense (2)0.3
0.4
0.5
1.4
1.9Restructuring charges (3)1.8
—
2.1
6.3
0.3VAT settlement (8)—
—
(0.2)
(0.2)
—Non-GAAP gross profit$           81.6
$           94.5
$           86.9
$         339.5
$         367.6

Reconciliation of GAAP Gross margin to Non-GAAP Gross marginReported gross margin on a GAAP basis15.2 %
16.3 %
16.1 %
15.7 %
17.0 %Amortization of intangible assets (1)0.4 %
0.4 %
0.4 %
0.4 %
0.4 %Stock-based compensation expense (2)0.1 %
0.1 %
0.1 %
0.1 %
0.1 %Restructuring charges (3)0.4 %
— %
0.4 %
0.3 %
0.0 %VAT settlement (8)— %
— %
— %
0.0 %
— %Non-GAAP gross margin16.1 %
16.8 %
17.0 %
16.5 %
17.5 %

Reconciliation of GAAP Other income (expense), net to Non-GAAP Other income (expense), net (in millions)Reported Other income (expense), net on a GAAP basis$           (1.4)
$             8.4
$           (1.2)
$           (3.9)
$           17.7Debt refinancing costs expensed (6)—
0.4
1.1
1.1
4.0Fair value related adjustments (7)—
(7.1)
—
(0.1)
(29.1)Non-GAAP Other income (expense), net$           (1.4)
$             1.7
$           (0.1)
$           (2.9)
$           (7.4)

Reconciliation of GAAP Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted ShareReported net income (loss) on a GAAP basis$         (0.07)
$           0.36
$         (0.24)
$         (4.00)
$           0.52Amortization of intangible assets (1)0.15
0.17
0.15
0.62
0.67Stock-based compensation expense (2)0.11
0.10
0.10
0.42
0.39Restructuring charges (3)0.03
—
0.16
0.38
0.05Legal-related costs (4)0.02
0.03
—
0.04
0.06Impairment of goodwill (5)—
—
—
3.32
—Debt refinancing costs expensed (6)—
0.01
0.02
0.02
0.09Fair value related adjustments (7)—
(0.16)
—
(0.00)
(0.64)VAT settlement (8)—
—
(0.00)
(0.00)
—Acquisition related costs (9)—
—
—
—
0.02Income tax effect of non-GAAP adjustments (10)(0.07)
(0.02)
(0.10)
(1.01)
(0.13)Income tax effect of valuation allowance (11)0.05
0.02
0.19
1.24
0.41Impact of dilutive shares—
—
—
0.02
—Non-GAAP net earnings$           0.22
$           0.51
$           0.28
$           1.05
$           1.44Weighted average number of diluted shares (in millions) on a non-GAAP basis45.8
45.4
45.6
45.5
45.3

ULTRA CLEAN HOLDINGS, INC.UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE

Three Months Ended
Twelve months ended
December 26,
2025
December 27,
2024
September 26,
2025
December 26,
2025
December 27,
2024Provision for income taxes on a GAAP basis$             2.6
$             4.5
$             8.7
$           25.9
$           32.7Income tax effect of non-GAAP adjustments (10)3.0
1.0
4.5
45.8
6.1Income tax effect of valuation allowance (11)(2.2)
(1.0)
(8.6)
(56.5)
(18.5)Non-GAAP provision for income taxes$             3.4
$             4.5
$             4.6
$           15.2
$           20.3

Income before income taxes on a GAAP basis$             2.0
$           24.5
$             0.6
$       (145.7)
$           67.2Amortization of intangible assets (1)6.9
7.5
6.9
28.1
30.4Stock-based compensation expense (2)4.9
4.7
4.6
19.2
17.8Restructuring charges (3)1.6
—
7.1
17.1
2.3Legal-related costs (4)0.7
1.1
0.2
1.9
2.7Impairment of goodwill (5)—
—
—
151.1
—Debt refinancing costs expensed (6)—
0.4
1.1
1.1
4.0Fair value related adjustments (7)—
(7.1)
—
(0.1)
(29.1)VAT settlement (8)—
—
(0.2)
(0.2)
—Acquisition related costs (9)—
—
—
—
1.0Non-GAAP income before income taxes16.1
31.1
20.3
72.5
96.3Effective income tax rate on a GAAP basis130.0 %
18.4 %
1450.0 %
(17.8) %
48.7 %Non-GAAP effective income tax rate21.0 %
14.5 %
22.7 %
21.0 %
21.1 %
1    Amortization of intangible assets related to the Company's business acquisitions2    Represents compensation expense for stock granted to employees and directors3    Represents severance, retention and costs related to facility closures4    Represents estimated costs related to certain legal proceedings5    Represents non-cash charges related to the impairment of goodwill6    Represents the third party transaction costs related to the amended credit agreement and the previously capitalized costs of extinguished debt7    Fair value adjustments related to contingent consideration8    Represents impact of value added tax ruling9    Represents acquisition activity costs10    Tax effect of items (1) through (9) above based on the non-GAAP tax rate11    The Company's GAAP tax expense is generally higher than the Company's non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The Company's non-GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance position in effect ULTRA CLEAN HOLDINGS, INC.Revised Historical Non-GAAP Financial InformationRevised Historical Reconciliations (1)

Q1 2024
Q2 2024
Q3 2024
Q4 2024
Full Year
2024
Q1 2025
Q2 2025
Q3 2025
Q4 2025
Full Year
2025Non-GAAP net income reconciliation (in millions) (2)

GAAP Net income (loss)$(9.4)
$19.1
$(2.3)
$16.3
$23.7
$(5.0)
$(162.0)
$(10.9)
$(3.3)
$(181.2)Amortization of intangible assets7.7
7.6
7.6
7.5
30.4
7.3
7.0
6.9
6.9
28.1Stock-based compensation expense3.9
4.7
4.5
4.7
17.8
2.6
7.1
4.6
4.9
19.2Restructuring charges1.8
0.5
0.3
—
2.3
3.6
4.8
7.1
1.6
17.1Legal-related costs—
—
1.3
1.1
2.7
0.7
0.3
0.2
0.7
1.9Impairment of goodwill —
—
—
—
—
—
151.1
—
—
151.1Debt refinancing costs expensed—
3.6
—
0.4
4.0
—
—
1.1
—
1.1Fair value related adjustments1.3
(24.1)
0.8
(7.1)
(29.1)
(0.1)
—
—
—
(0.1)VAT Settlement—
—
—
—
—
—
—
(0.2)
—
(0.2)Acquisition related costs0.3
—
0.6
—
1.0
—
—
—
—
—Income tax effect of non-GAAP adjustments(3.0)
1.9
(4.1)
(1.0)
(6.1)
(2.8)
(34.1)
(4.5)
(3.0)
(44.4)Income tax effect of valuation allowance9.5
1.1
7.2
1.0
18.5
6.4
37.9
8.6
2.2
55.1Non-GAAP net income - AS REPORTED$12.1
$14.4
$15.9
$22.9
$65.2
$12.7
$12.1
$12.9
$10.0
$47.7Adjust for unrealized foreign exchange:

Unrealized (gain) loss on foreign exchange(0.1)
0.3
7.0
(4.5)
2.7
(2.7)
3.7
(2.4)
1.1
(0.3)Income taxes (3)0.0
(0.1)
(1.5)
1.0
(0.6)
0.6
(0.8)
0.5
(0.2)
0.1Non-GAAP net income - AS ADJUSTED$12.0
$14.6
$21.4
$19.4
$67.3
$10.6
$15.0
$11.0
$10.9
$47.5

Non-GAAP earnings per diluted share - AS REPORTED$0.27
$0.32
$0.35
$0.51
$1.44
$0.28
$0.27
$0.28
$0.22
$1.05Impact from unrealized (gain) loss on foreign
exchange (after tax)(0.00)
0.00
0.12
(0.08)
0.05
(0.05)
0.06
(0.04)
0.02
(0.01)Non-GAAP earnings per diluted share - AS ADJUSTED$0.27
$0.32
$0.47
$0.43
$1.49
$0.23
$0.33
$0.24
$0.24
$1.04

Weighted average number of diluted shares (in
millions) on a non-GAAP basis45.1
45.4
45.5
45.4
45.3
45.4
45.3
45.6
45.8
45.5
1    This information provides revised reconciliations of non-GAAP net income and non-GAAP EPS to the financial information presented in our consolidated condensed statements of operations. UCT has determined that it is appropriate to exclude the impact of unrealized foreign exchange gains and losses from its non-GAAP measures, including non-GAAP net income and non-GAAP EPS. We believe that excluding these non-cash, non-operational impacts from our non-GAAP financial measures provides a more transparent and consistent measure of our core operating performance across reporting periods. Accordingly, this schedule provides revised reconciliations to these non-GAAP measures that exclude the respective unrealized foreign exchange gains and losses for fiscal years 2024 and 2025 and each quarterly reporting period therein. The "As Reported" lines reflect the respective non-GAAP measures as originally reported. The "As Adjusted" lines reflect the results of adjustments to exclude unrealized foreign exchange gains and losses for all periods presented.
Going forward, we intend to exclude the impact of unrealized foreign exchange gains and losses from our non-GAAP financial measures, commencing with the first quarter of 2026.
2    This information provides non-GAAP net income and non-GAAP EPS, which are non-GAAP financial measures. Management believes that both measures—which add back amortization of intangible assets, stock-based compensation, restructuring charges, legal-related costs, impairment of goodwill, debt refinancing costs, fair value adjustments, VAT settlement, acquisition-related costs, and the tax effects of the foregoing adjustments—provide additional useful information to investors regarding the Company's ongoing financial condition and results of operations. The "As Reported" lines reflect the respective non-GAAP measures as originally reported. The "As Adjusted" lines reflect the results of adjustments to exclude unrealized foreign exchange gains and losses for all periods presented.
3    Income tax adjustments reflect the tax effect of unrealized (gain) loss on foreign exchange based on the annual non-GAAP tax rate of 21.1% for fiscal year 2024 and 21.0% for fiscal year 2025.

View original content to download multimedia:https://www.prnewswire.com/news-releases/ultra-clean-reports-fourth-quarter-and-full-year-2025-financial-results-302694911.htmlSOURCE Ultra Clean Holdings, Inc.

Original: Ultra Clean Reports Fourth Quarter and Full Year 2025 Financial Results