US Market News
2月前
Ultra Clean Announces Retirement of the Chief Financial Officer Sheri SavageApril 28, 2026 5:25 PM
PR Newswire (US)
HAYWARD, Calif., April 28, 2026 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today announced that Sheri Savage, CFO, will be retiring from the company.
"On behalf of the Board and the entire UCT team, I want to extend my deepest gratitude to Sheri for her remarkable 17 years of leadership and service," said James Xiao, CEO. "Throughout her tenure, Sheri has played a pivotal role in shaping UCT's financial strength, operational discipline, and long-term strategic direction. Her steady leadership, deep expertise, and unwavering commitment to excellence have helped guide the company through multiple industry cycles, positioning UCT for the next phase of growth. Sheri has been a trusted partner to me, the Board, and the broader global finance team, and her positive impact on this company will be lasting. We thank her sincerely for her dedication and wish her all the very best in her well-earned retirement.""It has been an incredible honor to be part of UCT's journey over the past 17 years. I am deeply proud of what we have built together - strengthening our financial foundation, supporting our customers, and growing alongside a truly talented and committed global team," said Sheri. "I am grateful for the trust and support I've received from my colleagues, our leadership team, and the Board throughout my tenure. UCT is well positioned for the future, and I look forward to watching the company continue to grow and succeed in the years ahead."The Board has initiated a comprehensive search for Sheri's successor, considering both internal and external candidates, and will provide an update in due course.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.Contact:Rhonda Bennetto
SVP Investor Relations
rbennetto@uct.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/ultra-clean-announces-retirement-of-the-chief-financial-officer-sheri-savage-302756290.htmlSOURCE Ultra Clean Holdings, Inc.
Original: Ultra Clean Announces Retirement of the Chief Financial Officer Sheri Savage
US Market News
2月前
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
US Market News
4月前
Ultra Clean Prices Upsized $525.0 Million Convertible Senior Notes OfferingFebruary 26, 2026 11:41 PM
PR Newswire (US)
HAYWARD, Calif., Feb. 26, 2026 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT) today announced the pricing of its offering of $525.0 million aggregate principal amount of 0.00% convertible senior notes due 2031 (the "notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering size was increased from the previously announced offering size of $400.0 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on March 3, 2026, subject to customary closing conditions. Ultra Clean also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $75.0 million principal amount of notes.
Ultra Clean estimates that the net proceeds from the offering will be approximately $511.1 million (or approximately $584.2 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions and estimated offering expenses. Ultra Clean intends to use the net proceeds from the offering as follows:approximately $21.9 million of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below;approximately $40.0 million of the net proceeds from the offering to repurchase 672,608 shares of its common stock; andthe remainder for working capital, prepayment of a portion of the company's outstanding term loan under its amended and restated credit agreement or other general corporate purposes.If the initial purchasers exercise their option to purchase additional notes, then Ultra Clean intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions, as described below, and the remainder for the purposes described above.The notes will be senior, unsecured obligations of Ultra Clean. The notes will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted. Before December 16, 2030, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after December 16, 2030, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Ultra Clean will settle conversions in cash and, if applicable, shares of its common stock. The initial conversion rate is 11.8001 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $84.75 per share of common stock. The initial conversion price represents a premium of approximately 42.5% over the last reported sale price of $59.47 per share of Ultra Clean's common stock on February 26, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. If a "make-whole fundamental change" (as defined in the indenture for the notes) occurs, then Ultra Clean will, in certain circumstances, increase the conversion rate for a specified period of time for holders who convert their notes in connection with that make-whole fundamental change.The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Ultra Clean's option at any time, and from time to time, on or after March 20, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Ultra Clean's common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date. If Ultra Clean calls any or all notes for redemption, then holders of notes called for redemption may convert their notes during the related redemption conversion period, and such conversions will also constitute a make-whole fundamental change with respect to the notes so converted.If a "fundamental change" (as defined in the indenture for the notes) occurs, then, subject to a limited exception, noteholders may require Ultra Clean to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the applicable repurchase date.In connection with the pricing of the notes, Ultra Clean entered into privately negotiated capped call transactions with certain of the initial purchasers or their affiliates and certain other financial institutions (the "option counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Ultra Clean's common stock initially underlying the notes. If the initial purchasers exercise their option to purchase additional notes, Ultra Clean expects to enter into additional capped call transactions with the option counterparties.The cap price of the capped call transactions will initially be $104.0725 per share, which represents a premium of 75.0% over the last reported sale price of Ultra Clean's common stock of $59.47 per share on February 26, 2026, and is subject to certain adjustments under the terms of the capped call transactions.The capped call transactions are expected generally to reduce the potential dilution to Ultra Clean's common stock upon any conversion of the notes and/or offset any potential cash payments Ultra Clean is required to make in excess of the principal amount of converted notes, as the case may be, upon conversion of the notes. If, however, the market price per share of Ultra Clean's common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.Ultra Clean has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Ultra Clean's common stock and/or purchase shares of Ultra Clean's common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Ultra Clean's common stock or the notes at that time.In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Ultra Clean's common stock and/or purchasing or selling Ultra Clean's common stock or other securities of Ultra Clean in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during the relevant valuation period under the capped call transactions and (y) are likely to do so following any early conversion or repurchase of the notes by Ultra Clean, if Ultra Clean elects to unwind a corresponding portion of the capped call transactions in connection with such early conversion or repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Ultra Clean's common stock or the notes, which could affect the ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares of common stock and value of the consideration that noteholders will receive upon conversion of the notes.Concurrently with the pricing of the notes, Ultra Clean entered into privately negotiated transactions with or through one of the initial purchasers of the notes in this offering to use approximately $40.0 million of the net proceeds from the notes offering to repurchase shares of Ultra Clean's common stock at a purchase price of $59.47 per share. These share repurchases could increase (or reduce the size of any decrease in) the market price of Ultra Clean's common stock or the notes, and could result in a higher effective conversion price for the notes. The offering of the notes is not contingent upon the repurchase of any common stock.The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.Forward-Looking StatementsThis press release includes forward-looking statements, including statements regarding the completion of the offering and the share repurchases, the expected amount and intended use of the net proceeds and the effects of entering into the capped call transactions described above. Forward-looking statements represent Ultra Clean's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Ultra Clean's business, including those described in periodic reports that Ultra Clean files from time to time with the SEC. Ultra Clean may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Ultra Clean does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.ContactRhonda Bennetto
SVP Investor Relations
rbennetto@uct.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/ultra-clean-prices-upsized-525-0-million-convertible-senior-notes-offering-302699294.htmlSOURCE Ultra Clean Holdings, Inc.
Original: Ultra Clean Prices Upsized $525.0 Million Convertible Senior Notes Offering
US Market News
4月前
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
US Market News
5月前
Ultra Clean Appoints Robert Wunar as Chief Operating OfficerJanuary 28, 2026 12:30 PM
PR Newswire (US)
HAYWARD, Calif., Jan. 28, 2026 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT) today announced that Harjinder Bajwa has departed the company effective January 25, 2026, and that Robert Wunar has been appointed Chief Operating Officer effective March 23, 2026.
Mr. Wunar brings more than 30 years of deep operations and supply chain leadership within the semiconductor capital equipment industry. Most recently, he served as the COO/Managing Director of Business Unit Operations at Applied Materials, Inc., where he was accountable for revenue, profitability, and end-to-end supply and demand execution for numerous product lines. His experience spans global manufacturing, cost optimization, cycle-time reduction, supply-chain resilience, and scaling operations to support major industry ramps. Additionally, Mr. Wunar's customer-centric, people-focused leadership style will enhance UCT's strategic partnerships with key customers."Robert is a proven operations leader with a deep understanding of what it takes to execute at scale in our industry," said James Xiao, CEO. "His experience driving operational excellence, combined with his focus on speed and agility, will be instrumental as we prepare UCT for the next semiconductor ramp. Robert's ability to translate strategy into disciplined execution across global operations will help ensure we are ready to support our customers with the quality, responsiveness, reliability and trust they expect."Throughout his career, Mr. Wunar has demonstrated a strong track record of driving gross-margin improvement, improving on-time delivery, reducing manufacturing cycle times, and building global manufacturing and supplier capabilities to support growth. He has led operations across the full product lifecycle—from R&D and new product introduction through high-volume manufacturing—while maintaining a strong focus on quality, execution discipline, and customer outcomes.Mr. Wunar holds a Bachelor of Science degree in Electronics Engineering Technology from DeVry Institute of Technology and has spent his career building and leading high-performance, cross-functional teams in complex manufacturing environments."I would like to thank Harjinder for his many contributions to UCT," continued James Xiao, CEO. "During his tenure, Harjinder played an important role in strengthening our operational foundation and positioning UCT for the future. We are grateful for his leadership and wish him continued success in his next chapter."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.Contact:Rhonda Bennetto
SVP Investor Relations
rbennetto@uct.com
View original content to download multimedia:https://www.prnewswire.com/news-releases/ultra-clean-appoints-robert-wunar-as-chief-operating-officer-302672170.htmlSOURCE Ultra Clean Holdings, Inc.
Original: Ultra Clean Appoints Robert Wunar as Chief Operating Officer
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