Ultra Clean Holdings, Inc. (NASDAQ:UCTT) Q3 2023 Earnings Conference Call October 25, 2023 4:45 PM ET Company Participants Rhonda Bennetto - SVP IR Jim Scholhamer - CEO Sheri Savage - CFO Conference Call Participants Robert Mertens - TD Cowen Operator Good day, and welcome to the Ultra Clean Q3 2023 Earnings Call and Webcast. All participants will be in listen-only mode. [Operator instructions] Please note, this event is being recorded. I would now like to turn the conference over to Rhonda Bennetto, Invest ...

| --- | --- | --- | |-------|-------|----------| | | | | | | | Investor | 2 This presentation 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 simil ...

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50646 Ultra Clean Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 61-1430858 (State or other juris ...

Financial Data and Key Metrics Changes - Total revenue for Q2 2023 was $421.5 million, down from $433.3 million in the prior quarter [41] - Products division revenue decreased to $362.5 million from $368.6 million [41] - Services division revenue fell to $59 million from $64.7 million [41] - Total gross margin for Q2 was 16.7%, down from 17.3% in the previous quarter [20] - Operating margin remained relatively flat at 5% compared to 5.1% in Q1 [21] - Cash and cash equivalents were $320.8 million, slightly down from $322.1 million last quarter [22] - Cash from operations increased to $36.4 million from $28 million in the prior quarter [22] Business Line Data and Key Metrics Changes - Products gross margin was 14.5%, compared to 14.7% in the prior quarter [20] - Services gross margin decreased to 30.3% from 31.7% in Q1 [20] - Operating expenses decreased to $49.4 million from $52.7 million, representing 11.7% of revenue compared to 12.2% in the prior quarter [42] Market Data and Key Metrics Changes - The semiconductor industry faced challenges in certain segments, particularly in PC and consumer markets, while trailing edge and server markets remained strong [5][6] - Elevated inventory levels and macroeconomic factors such as interest rates and inflation continue to impact the industry [6] Company Strategy and Development Direction - The company is focused on cost reduction initiatives and optimizing its footprint to align with current demand [11][12] - There is an expectation for incremental improvements in gross margin as efficiencies increase over time [14] - The company aims to prepare for a ramp in 2024, with optimism about the long-term growth trajectory of the semiconductor industry, projecting a $1 trillion chip industry by 2030 [19] Management's Comments on Operating Environment and Future Outlook - Management noted that the current cycle is challenging, with inventory levels needing to be cleared before significant recovery can occur [26] - There is cautious optimism that conditions may improve before worsening, despite ongoing headwinds [26] - The company is managing working capital to ensure financial stability during this period [44] Other Important Information - UCT received Intel's Distinguished Supplier Award, recognizing its commitment to excellence [17] - The company is consolidating factories to increase capacity and efficiency [54] Q&A Session Summary Question: How does inventory reduction by customers affect the company? - Management acknowledged that significant inventory and deferred revenue exist between the company and its customers, leading to a conservative outlook for the next few quarters [25][26] Question: Are shipments to Chinese semiconductor companies still occurring? - The company confirmed that it continues to ship to trailing edge investments in China, with strong business from companies like AMEC and Piotech [28] Question: How scalable is the cost structure in response to changing revenue? - Management indicated readiness to scale down costs quickly, while scaling up may be more challenging due to hiring and capacity management [29] Question: What is the outlook for Services revenue and utilization rates? - Management expects Services revenue to remain flat or slightly increase, with no further declines anticipated [31][50] Question: How is the company positioned for market share during the downturn? - The company is seeing new program wins and is confident in holding or improving market share even during the downturn [35][53]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (State or other jurisdiction of incorporation or organization) 26462 Corporate Avenue, Hayward, California 94545 (Address of principal executive offices) (Zip Code) Commission file number 000-50646 Ultra Clean Holdings, Inc. (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF ...

Ultra Clean Holdings, Inc. (NASDAQ:UCTT) Q1 2023 Earnings Conference Call April 26, 2023 4:45 PM ET Company Participants Jim Scholhamer - CEO Sheri Savage - CFO Rhonda Bennetto - SVP IR Conference Call Participants Trevor Janoskie - Needham Christian Schwab - Craig-Hallum Capital Group Robert Mertens - Cowen Operator Good day, and welcome to the Ultra Clean First Quarter 2023 Earnings Call and Webcast. All participants will be in listen-only mode. [Operator Instructions]. After today's presentation, there w ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-50646 Ultra Clean Holdings, Inc. (Exact name of Registrant as specified in its charter) Delaware 61-1430858 (State or other jurisdict ...

Ultra Clean Holdings Inc (NASDAQ:UCTT) Q4 2022 Results Conference Call February 22, 2023 4:45 PM ET Company Participants Rhonda Bennetto - SVP Investor Relations Jim Scholhamer - CEO Sheri Savage - CFO Conference Call Participants Quinn Bolton - Needham & Company Krish Sankar - Cowen Christian Schwab - Craig-Hallum Capital Group Operator Good day, and welcome to the Ultra Clean Fourth Quarter and Full Year 2022 Conference Call. [Operator Instructions] This event is being recorded. I would now like to turn ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=3&type=section&id=ITEM%201.%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section presents the Company's unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, comprehensive income, cash flows, and stockholders' equity, along with detailed explanatory notes, providing a comprehensive overview of financial position, performance, and cash movements. [Condensed Consolidated Balance Sheets](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) Condensed Consolidated Balance Sheets (In millions) | Metric | Sep 30, 2022 | Dec 31, 2021 | | :-------------------------------- | :----------- | :----------- | | Cash and cash equivalents | $453.5 | $466.5 | | Accounts receivable, net | $236.0 | $250.1 | | Inventories | $405.1 | $379.2 | | Total current assets | $1,136.1 | $1,137.1 | | Property, plant and equipment, net| $242.3 | $242.3 | | Goodwill | $248.8 | $270.0 | | Intangible assets, net | $194.8 | $245.7 | | Total assets | $1,956.0 | $2,025.4 | | Total current liabilities | $407.4 | $469.1 | | Bank borrowings, net of current portion | $509.2 | $529.9 | | Total liabilities | $1,053.9 | $1,132.7 | | Total UCT stockholders' equity | $856.7 | $848.9 | | Total equity | $902.1 | $892.7 | | Total liabilities and stockholders' equity | $1,956.0 | $2,025.4 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) Condensed Consolidated Statements of Operations (In millions, except per share amounts) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenues: Products | $556.3 | $482.0 | $1,575.2 | $1,270.1 | | Revenues: Services | $78.7 | $71.7 | $232.7 | $216.4 | | Total revenues | $635.0 | $553.7 | $1,807.9 | $1,486.5 | | Total cost of revenues | $510.6 | $439.6 | $1,451.3 | $1,185.6 | | Gross profit | $124.4 | $114.1 | $356.6 | $300.9 | | Total operating expenses | $88.1 | $63.5 | $280.0 | $178.0 | | Income from operations | $36.3 | $50.6 | $76.6 | $122.9 | | Net income attributable to UCT | $9.7 | $31.9 | $12.5 | $74.0 | | Diluted EPS | $0.21 | $0.70 | $0.28 | $1.69 | [Condensed Consolidated Statements of Comprehensive Income (Loss)](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20(LOSS)) Condensed Consolidated Statements of Comprehensive Income (Loss) (In millions) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income | $12.9 | $34.0 | $22.0 | $77.6 | | Total other comprehensive loss | $(10.9) | $(3.7) | $(24.0) | $(4.2) | | Comprehensive income (loss) attributable to UCT | $6.5 | $28.2 | $(3.8) | $69.8 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Condensed Consolidated Statements of Cash Flows (In millions) | Metric | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $86.0 | $170.0 | | Net cash used in investing activities | $(64.2) | $(390.3) | | Net cash provided by (used in) financing activities | $(27.2) | $477.9 | | Net increase (decrease) in cash and cash equivalents | $(13.0) | $256.7 | | Cash and cash equivalents at end of period | $453.5 | $457.0 | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20STOCKHOLDERS'%20EQUITY) Total UCT Stockholders' Equity (In millions) | Date | Amount | | :--- | :----- | | Sep 30, 2022 | $856.7 | | Dec 31, 2021 | $848.9 | Key Changes (Nine Months Ended Sep 30, 2022, in millions) | Item | Change | | :--- | :----- | | Additional paid-in capital | +$11.6 | | Retained earnings | +$12.5 | | Accumulated other comprehensive loss | $(16.3) | | Net income attributable to UCT | +$12.5 | | Other comprehensive loss | $(16.3) | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=NOTES%20TO%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [1. Organization and Significant Accounting Policies](index=9&type=section&id=1.%20ORGANIZATION%20AND%20SIGNIFICANT%20ACCOUNTING%20POLICIES) * Ultra Clean Holdings, Inc. (UCT) is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry[19](index=19&type=chunk) * The Company operates two reportable segments: Products (design, engineer, and manufacture production tools, components, and subsystems) and Services (ultra-high purity parts cleaning, recoating, and micro-contamination analysis)[19](index=19&type=chunk)[23](index=23&type=chunk) Significant Customers (Percentage of Total Revenues) | Customer | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | | :---------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Lam Research Corporation | 40.0% | 42.3% | 39.4% | 40.8% | | Applied Materials, Inc. | 24.2% | 24.3% | 23.4% | 23.4% | | **Total** | **64.2%** | **66.6%** | **62.8%** | **64.2%** | [2. Business Combinations](index=13&type=section&id=2.%20BUSINESS%20COMBINATIONS) * On March 31, 2021, the Company acquired Ham-Let (Israel-Canada) Ltd. for a total purchase consideration of **$362.9 million in cash**, financed by an additional **$355.0 million** from its existing credit facility[53](index=53&type=chunk) * In the first quarter of fiscal year 2022, the Company completed its acquisition accounting, resulting in a **$1.5 million reduction in goodwill** due to a reduction in tax liabilities[55](index=55&type=chunk) Unaudited Pro Forma Consolidated Results (Nine Months Ended Sep 24, 2021, in millions, except per share amounts) | Metric | Amount | | :----------- | :----- | | Revenues | $1,542.8 | | Net income | $87.8 | | Basic income per share | $2.05 | | Diluted income per share | $2.00 | [3. Business Divestitures](index=15&type=section&id=3.%20BUSINESS%20DIVESTITURES) * In 2022, the Company divested three non-semiconductor operating subsidiaries and committed to sell a majority interest in another Fluid Solutions entity to focus on its core semiconductor business[60](index=60&type=chunk) Net Loss on Divestitures (In millions) | Period | Amount | | :------------------------------ | :----- | | Three Months Ended Sep 30, 2022 | $20.8 | | Nine Months Ended Sep 30, 2022 | $77.4 | * The recorded net loss includes the write-off of **$27.8 million in intangible assets**, **$19.7 million in goodwill**, and **$33.3 million in net assets**[60](index=60&type=chunk) [4. Balance Sheet Information](index=15&type=section&id=4.%20BALANCE%20SHEET%20INFORMATION) Inventories (In millions) | Category | Sep 30, 2022 | Dec 31, 2021 | | :--------------- | :----------- | :----------- | | Raw materials | $230.8 | $220.9 | | Work in process | $116.3 | $102.5 | | Finished goods | $58.0 | $55.8 | | **Total** | **$405.1** | **$379.2** | Property, Plant and Equipment, net (In millions) | Category | Sep 30, 2022 | Dec 31, 2021 | | :--------------- | :----------- | :----------- | | Total | $242.3 | $242.3 | [5. Fair Value Measurements](index=16&type=section&id=5.%20FAIR%20VALUE%20MEASUREMENTS) * Foreign currency forward contracts are classified as **Level 2 fair value measurements**, based on quoted market prices for similar derivative contracts[62](index=62&type=chunk) * The pension obligation is classified as a **Level 3 fair value measurement**, valued using a projected unit credit method with unobservable inputs such as discount rate (**2.1% to 2.7%**), rate of return (**1.7% to 2.1%**), and salary increase rate (**2.0% to 3.0%**)[63](index=63&type=chunk)[64](index=64&type=chunk) Fair Value Measurement at Sep 30, 2022 (In millions) | Description | Fair Value | Level 1 | Level 2 | Level 3 | | :---------------- | :--------- | :------ | :------ | :------ | | Forward contracts | $2.4 | $— | $2.4 | $— | | Pension obligation | $3.2 | $— | $— | $3.2 | [6. Goodwill and Intangible Assets](index=16&type=section&id=6.%20GOODWILL%20AND%20INTANGIBLE%20ASSETS) * In connection with business divestitures in fiscal year 2022, the Company wrote off **$19.7 million in goodwill** and **$27.8 million in intangible assets, net**[67](index=67&type=chunk) Goodwill Balance (In millions) | Segment | Dec 31, 2021 | Sep 30, 2022 | | :-------- | :----------- | :----------- | | Products | $196.5 | $175.3 | | Services | $73.5 | $73.5 | | **Total** | **$270.0** | **$248.8** | Intangible Assets, net (In millions) | Category | Sep 30, 2022 | Dec 31, 2021 | | :------------------------ | :----------- | :----------- | | Customer relationships | $94.2 | $121.5 | | Tradenames | $12.7 | $19.3 | | Intellectual property/know-how | $22.8 | $36.3 | | Recipes | $58.3 | $61.0 | | Standard operating procedures | $6.8 | $7.2 | | Backlog | $— | $0.4 | | **Total** | **$194.8** | **$245.7** | Future Estimated Amortization Expense (In millions) | Year | Amount | | :---------------- | :----- | | 2022 (remaining) | $6.9 | | 2023 | $22.5 | | 2024 | $21.9 | | 2025 | $19.9 | | 2026 | $19.0 | | Thereafter | $95.6 | | **Total** | **$185.8** | [7. Borrowing Arrangements](index=18&type=section&id=7.%20BORROWING%20ARRANGEMENTS) Total Bank Debt (In millions) | Item | Sep 30, 2022 | | :---------------------- | :----------- | | U.S. Term Loan | $532.3 | | Ham-Let Credit Facilities | $8.1 | | Debt issuance costs | $(11.1) | | **Total** | **$529.3** | * As of September 30, 2022, the U.S. Term Loan outstanding was **$532.3 million (gross)** with an interest rate of **6.3%**, maturing on August 27, 2025[74](index=74&type=chunk)[155](index=155&type=chunk) * The revolving credit facility was increased to **$150.0 million** on August 19, 2022, with **$146.6 million available** as of September 30, 2022[75](index=75&type=chunk)[76](index=76&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk) * The Company was in compliance with all financial covenants (consolidated fixed charge coverage ratio of at least **1.25 to 1.00** and consolidated leverage ratio of no greater than **3.75 to 1.00**) as of September 30, 2022[79](index=79&type=chunk)[159](index=159&type=chunk) [8. Income Tax](index=19&type=section&id=8.%20INCOME%20TAX) Effective Tax Rate | Period | Sep 30, 2022 | Sep 24, 2021 | | :----- | :----------- | :----------- | | Q3 | 48.4% | 19.8% | | 9M | 57.2% | 21.8% | * The increase in the effective tax rate is primarily due to no tax benefit on losses related to divestitures in fiscal year 2022 and the mandatory capitalization and amortization of research and development expenses[83](index=83&type=chunk) * A full valuation allowance on U.S. federal and state and certain foreign deferred tax assets was deemed appropriate as of September 30, 2022[84](index=84&type=chunk) [9. Retirement Plans](index=19&type=section&id=9.%20RETIREMENT%20PLANS) * The unfunded balance of the defined benefit pension plans for Cinos Korea and Ham-Let Israel was **$3.2 million** as of September 30, 2022[87](index=87&type=chunk) 401(k) Employer Contributions (In millions) | Period | Sep 30, 2022 | Sep 24, 2021 | | :----- | :----------- | :----------- | | Q3 | $0.9 | $0.6 | | 9M | $2.4 | $1.8 | [10. Commitments and Contingencies](index=20&type=section&id=10.%20COMMITMENTS%20AND%20CONTINGENCIES) * The Company had commitments to purchase inventories totaling approximately **$645.2 million** as of September 30, 2022[90](index=90&type=chunk) * The Company does not believe that any current legal proceedings or claims will have a material adverse effect on its consolidated financial condition, results of operations, or cash flows[91](index=91&type=chunk) [11. Stockholders' Equity and Noncontrolling Interests](index=20&type=section&id=11.%20STOCKHOLDERS'%20EQUITY%20AND%20NONCONTROLLING%20INTERESTS) * In April 2021, the Company completed a public offering of **3.7 million shares of common stock**, generating net proceeds of approximately **$192.8 million**[92](index=92&type=chunk) * Noncontrolling interests primarily relate to partially-owned entities Cinos Korea, Cinos China, and Rovac Pte, Ltd[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) * A loss of **$5.2 million** was recorded in Q2 2022 related to the write-off of goodwill and intangible assets due to the planned sale of the majority interest in Rovac Pte, Ltd[95](index=95&type=chunk) [12. Employee Stock Plans](index=21&type=section&id=12.%20EMPLOYEE%20STOCK%20PLANS) Stock-Based Compensation Expense (In millions) | Period | Sep 30, 2022 | Sep 24, 2021 | | :----- | :----------- | :----------- | | Q3 | $4.7 | $4.3 | | 9M | $14.8 | $11.5 | * As of September 30, 2022, approximately **$31.1 million** of unrecognized stock-based compensation cost remains to be amortized over a weighted average period of **1.3 years**[101](index=101&type=chunk) * Under the Employee Stock Purchase Plan (ESPP), **24,400 shares** were issued during the nine months ended September 30, 2022, with **$0.1 million** of related expense[103](index=103&type=chunk) [13. Revenue Recognition](index=22&type=section&id=13.%20REVENUE%20RECOGNITION) * Revenue is recognized when performance obligations are satisfied, evidenced by the transfer of control of promised goods or services to customers, primarily in the semiconductor capital equipment industry[104](index=104&type=chunk)[107](index=107&type=chunk) * The Company's revenues are highly concentrated and dependent upon a small number of customers[105](index=105&type=chunk) Revenues by Geographic Area (Nine Months Ended Sep 30, 2022, in millions) | Geographic Area | Revenue | | :---------------- | :------ | | Singapore | $684.9 | | United States | $558.9 | | South Korea | $119.8 | | China | $97.0 | | Austria | $84.8 | | Rest of the world | $262.5 | | **Total** | **$1,807.9** | [14. Leases](index=23&type=section&id=14.%20LEASES) Total Lease Cost (In millions) | Period | Sep 30, 2022 | Sep 24, 2021 | | :----- | :----------- | :----------- | | Q3 | $6.8 | $5.4 | | 9M | $18.8 | $14.8 | Operating Lease Liabilities (In millions) as of Sep 30, 2022 | Item | Amount | | :-------------------------- | :----- | | Total minimum lease payments | $99.8 | | Less: imputed interest | $14.7 | | **Lease liability** | **$85.1** | * The weighted-average remaining lease term for operating leases was **7.2 years**, with a weighted-average discount rate of **4.7%** as of September 30, 2022[111](index=111&type=chunk) [15. Net Income Per Share](index=23&type=section&id=15.%20NET%20INCOME%20PER%20SHARE) Net Income Per Share Attributable to UCT (In millions, except share amounts) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income attributable to UCT | $9.7 | $31.9 | $12.5 | $74.0 | | Basic EPS | $0.21 | $0.71 | $0.28 | $1.73 | | Diluted EPS | $0.21 | $0.70 | $0.28 | $1.69 | | Weighted average common shares outstanding (Diluted) | 45.6 | 45.4 | 45.7 | 43.7 | [16. Reportable Segments](index=24&type=section&id=16.%20REPORTABLE%20SEGMENTS) * The Company operates two reportable segments: Products (Assembly, Weldments, Machining, Fabrication) and Services (Cleaning, Coating, Analytics), primarily serving the semiconductor industry across Americas, Asia Pacific, and EMEA[113](index=113&type=chunk) Segment Revenues (In millions) | Segment | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | | :-------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Products | $556.3 | $482.0 | $1,575.2 | $1,270.1 | | Services | $78.7 | $71.7 | $232.7 | $216.4 | | **Total** | **$635.0** | **$553.7** | **$1,807.9** | **$1,486.5** | Segment Operating Profit (Loss) (In millions) | Segment | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | | :-------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Products | $26.8 | $43.8 | $50.1 | $102.0 | | Services | $9.5 | $6.8 | $26.5 | $20.9 | | **Consolidated income (loss) from operations** | **$36.3** | **$50.6** | **$76.6** | **$122.9** | [17. Subsequent Events](index=24&type=section&id=17.%20SUBSEQUENT%20EVENTS) * On October 20, 2022, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of **$150.0 million** of its common stock over a three-year period[116](index=116&type=chunk) [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial performance and condition, analyzing the results of operations for the three and nine months ended September 30, 2022, compared to the prior year, discussing key drivers for revenue growth, cost increases, and the significant impact of divestitures and higher interest rates on profitability, alongside an assessment of liquidity, capital resources, and critical accounting estimates. [Overview](index=25&type=section&id=Overview) * Ultra Clean Holdings, Inc. (UCT) is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry[118](index=118&type=chunk) * The Company operates two reportable segments: Products and Services, serving global customers in the semiconductor and display capital equipment markets[118](index=118&type=chunk)[119](index=119&type=chunk) * Management anticipates long-term growth in the semiconductor market driven by multi-year industry demand from 5G, new CPU architectures for cloud, artificial intelligence (AI), and Machine Learning applications[120](index=120&type=chunk) [Critical Accounting Estimates](index=25&type=section&id=Critical%20Accounting%20Estimates) * The Company's financial statements rely on significant estimates and judgments, including those related to inventory valuation, accounting for income taxes, business combinations, and the valuation of goodwill, intangible assets, and long-lived assets[121](index=121&type=chunk) * There have been no significant changes to the Company's critical accounting policies, significant judgments, and estimates disclosed in its Annual Report on Form 10-K subsequent to December 31, 2021[122](index=122&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) [Revenues](index=26&type=section&id=Revenues) Revenues by Segment (In millions) | Segment | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Percent Change | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | Percent Change | | :-------- | :------------------------------ | :------------------------------ | :------------- | :----------------------------- | :----------------------------- | :------------- | | Products | $556.3 | $482.0 | 15.4% | $1,575.2 | $1,270.1 | 24.0% | | Services | $78.7 | $71.7 | 9.8% | $232.7 | $216.4 | 7.5% | | **Total Revenues** | **$635.0** | **$553.7** | **14.7%** | **$1,807.9** | **$1,486.5** | **21.6%** | * Total Products revenues increased primarily due to increased customer demand in the semiconductor industry, particularly wafer fabrication equipment, and the full inclusion of Fluid Solutions in fiscal 2022[125](index=125&type=chunk) Revenues by Geography (In millions) | Geography | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Percent Change | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | Percent Change | | :---------- | :------------------------------ | :------------------------------ | :------------- | :----------------------------- | :----------------------------- | :------------- | | United States | $191.9 | $167.9 | 14.3% | $563.7 | $475.6 | 18.5% | | International | $443.1 | $385.8 | 14.9% | $1,244.2 | $1,010.9 | 23.1% | | **Total Revenues** | **$635.0** | **$553.7** | **14.7%** | **$1,807.9** | **$1,486.5** | **21.6%** | [Cost of Revenues](index=27&type=section&id=Cost%20of%20Revenues) Cost of Revenues by Segment (In millions) | Segment | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Percent Change | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | Percent Change | | :-------- | :------------------------------ | :------------------------------ | :------------- | :----------------------------- | :----------------------------- | :------------- | | Products | $459.3 | $393.4 | 16.8% | $1,299.9 | $1,044.9 | 24.4% | | Services | $51.3 | $46.2 | 11.0% | $151.4 | $140.7 | 7.6% | | **Total Cost of Revenues** | **$510.6** | **$439.6** | **16.2%** | **$1,451.3** | **$1,185.6** | **22.4%** | * Cost of Products revenues increased due to higher sales volume driving increased material costs, direct labor spending, and overhead costs, partly due to the full inclusion of Fluid Solutions[129](index=129&type=chunk) * Cost of Services revenues increased due to higher volumes of service orders, resulting in increased labor, material, and overhead costs[130](index=130&type=chunk) [Gross Margin](index=27&type=section&id=Gross%20Margin) Gross Profit by Segment (In millions) | Segment | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Percent Change | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | Percent Change | | :-------- | :------------------------------ | :------------------------------ | :------------- | :----------------------------- | :----------------------------- | :------------- | | Products | $97.0 | $88.6 | 9.4% | $275.3 | $225.2 | 22.2% | | Services | $27.4 | $25.5 | 7.6% | $81.3 | $75.7 | 7.4% | | **Gross profit** | **$124.4** | **$114.1** | **9.0%** | **$356.6** | **$300.9** | **18.5%** | Gross Margin by Segment | Segment | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | | :-------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Products | 17.4% | 18.4% | 17.5% | 17.7% | | Services | 34.8% | 35.6% | 34.9% | 35.0% | | **Total Company** | **19.6%** | **20.6%** | **19.7%** | **20.2%** | * Products gross margin decreased due to higher labor and overhead costs[131](index=131&type=chunk) [Research and Development](index=27&type=section&id=Research%20and%20Development) Research and Development Expenses (In millions) | Period | Sep 30, 2022 | Sep 24, 2021 | Percent Change | | :----- | :----------- | :----------- | :------------- | | Q3 | $7.4 | $6.5 | 13.2% | | 9M | $21.5 | $16.8 | 27.7% | * The increase in R&D expenses was driven by higher payroll costs, employee benefits (including bonuses and incentives), and increased headcount, with the full inclusion of Fluid Solutions contributing to the nine-month increase[133](index=133&type=chunk)[134](index=134&type=chunk) [Sales and Marketing](index=28&type=section&id=Sales%20and%20Marketing) Sales and Marketing Expenses (In millions) | Period | Sep 30, 2022 | Sep 24, 2021 | Percent Change | | :----- | :----------- | :----------- | :------------- | | Q3 | $13.5 | $13.8 | -1.9% | | 9M | $41.2 | $34.1 | 20.9% | * The Q3 decrease was due to lower variable compensation costs, while the 9M increase was primarily due to the full inclusion of Fluid Solutions and higher personnel-related expenses from increased headcount[135](index=135&type=chunk) [General and Administrative](index=28&type=section&id=General%20and%20Administrative) General and Administrative Expenses (In millions) | Period | Sep 30, 2022 | Sep 24, 2021 | Percent Change | | :----- | :----------- | :----------- | :------------- | | Q3 | $46.4 | $43.2 | 7.5% | | 9M | $139.9 | $127.1 | 10.1% | * The increases were driven by higher personnel-related expenses due to increased headcount and the full inclusion of Fluid Solutions for the nine-month period[136](index=136&type=chunk) [Net Loss on Divestitures](index=28&type=section&id=Net%20Loss%20on%20Divestitures) Net Loss on Divestitures (In millions) | Period | Amount | | :------------------------------ | :----- | | Three Months Ended Sep 30, 2022 | $20.8 | | Nine Months Ended Sep 30, 2022 | $77.4 | * These losses resulted from the sale of non-core subsidiary entities of Fluid Solutions, aligning with the Company's strategy to focus on its core semiconductor business[60](index=60&type=chunk)[137](index=137&type=chunk) [Interest and Other Income (Expense), net](index=28&type=section&id=Interest%20and%20Other%20Income%20(Expense),%20net) Interest and Other Income (Expense), net (In millions) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 24, 2021 | Percent Change | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 24, 2021 | Percent Change | | :------------------------ | :------------------------------ | :------------------------------ | :------------- | :----------------------------- | :----------------------------- | :------------- | | Interest income | $0.2 | $0.1 | 100.0% | $0.4 | $0.3 | 33.3% | | Interest expense | $(9.4) | $(6.9) | 36.2% | $(23.1) | $(17.6) | 31.3% | | Other income (expense), net | $(2.1) | $(1.4) | 50.0% | $(2.5) | $(6.4) | -60.9% | * Interest expense increased primarily due to higher interest rates resulting from higher LIBOR rates[138](index=138&type=chunk) * The decrease in other expense for the nine-month period was mainly due to the absence of an **$11.6 million loss on forward contracts** related to the Ham-Let acquisition in the prior year, partially offset by the absence of **$7.3 million in insurance proceeds**[140](index=140&type=chunk)[141](index=141&type=chunk) [Provision for Income Taxes](index=29&type=section&id=Provision%20for%20Income%20Taxes) Provision for Income Taxes (In millions) | Period | Sep 30, 2022 | Sep 24, 2021 | Percent Change | | :----- | :----------- | :----------- | :------------- | | Q3 | $12.1 | $8.4 | 44.1% | | 9M | $29.4 | $21.6 | 36.1% | Effective Tax Rate | Period | Sep 30, 2022 | Sep 24, 2021 | | :----- | :----------- | :----------- | | Q3 | 48.4% | 19.8% | | 9M | 57.2% | 21.8% | * The increase in the effective tax rate was driven by losses from divestitures in 2022 that did not generate corresponding tax benefits, and the effects of mandatory capitalization and amortization of research and development expenses[142](index=142&type=chunk) [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) [Cash and cash Equivalents](index=29&type=section&id=Cash%20and%20cash%20Equivalents) Cash and Cash Equivalents (In millions) | Date | Amount | | :----------- | :----- | | Sep 30, 2022 | $453.5 | | Dec 31, 2021 | $466.5 | Net Cash Flow Provided by (Used in) (Nine Months Ended, In millions) | Activity | Sep 30, 2022 | Sep 24, 2021 | | :------------------------ | :----------- | :----------- | | Operating activities | $86.0 | $170.0 | | Investing activities | $(64.2) | $(390.3) | | Financing activities | $(27.2) | $477.9 | | Net increase (decrease) | $(13.0) | $256.7 | * The lower net cash from operating activities was driven by a **$106.9 million increase in working capital** and a **$55.6 million decrease in net income**, partially offset by a **$78.5 million increase from non-cash items** (including **$77.4 million net loss on divestitures**)[145](index=145&type=chunk) * Net cash used in investing activities decreased significantly due to the absence of the **$355.2 million cash paid for the Ham-Let acquisition** in the prior year[145](index=145&type=chunk) * Cash used in financing activities shifted from a **$477.9 million inflow** in the prior year to a **$27.2 million outflow**, mainly due to **$355.0 million of debt added** and **$193.1 million from equity offering** in the prior year[145](index=145&type=chunk)[146](index=146&type=chunk) * The Company believes it has sufficient capital to fund working capital needs, debt obligations, capital equipment, and strategic acquisitions for at least the next twelve months[147](index=147&type=chunk)[149](index=149&type=chunk) [Borrowing Arrangements](index=30&type=section&id=Borrowing%20Arrangements) Borrowings as of Sep 30, 2022 (In millions) | Item | Amount | Weighted Average Interest Rate | | :---------------------- | :----- | :----------------------------- | | U.S. Term Loan | $532.3 | 4.8% | | Ham-Let Credit Facilities | $8.1 | 4.1% | | Debt issuance costs | $(11.1)| | | **Total** | **$529.3** | | * The Term Loan B facility had an outstanding amount of **$532.3 million (gross)** with an interest rate of **6.3%** as of September 30, 2022, maturing on August 27, 2025[155](index=155&type=chunk) * The revolving credit facility was increased to **$150.0 million** on August 19, 2022, with **$146.6 million available** as of September 30, 2022[156](index=156&type=chunk)[157](index=157&type=chunk)[162](index=162&type=chunk) * The Company was in compliance with all financial covenants (consolidated fixed charge coverage ratio of at least **1.25 to 1.00** and consolidated leverage ratio of no greater than **3.75 to 1.00**) as of September 30, 2022[159](index=159&type=chunk) [Capital Expenditures](index=32&type=section&id=Capital%20Expenditures) * Capital expenditures totaled **$60.1 million** during the nine months ended September 30, 2022, primarily for manufacturing facilities worldwide and the ongoing design and implementation of a new enterprise resource planning (ERP) system[164](index=164&type=chunk) * Anticipated capital expenditures for the remainder of 2022 are expected to be financed primarily from cash flow generated from operations[164](index=164&type=chunk) [Contractual Obligations](index=32&type=section&id=Contractual%20Obligations) * The Company had commitments to various third parties to purchase inventories totaling approximately **$645.2 million** as of September 30, 2022[165](index=165&type=chunk) * The Company provides standard indemnification against certain liabilities to its customers, but has not incurred significant costs to defend lawsuits or settle claims related to these arrangements, estimating their fair value as minimal[166](index=166&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) There were no significant changes to the Company's quantitative and qualitative disclosures about market risk during the period covered by this report. * No significant changes to quantitative and qualitative disclosures about market risk were reported during the period[167](index=167&type=chunk) [ITEM 4. Controls and Procedures](index=33&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management, including the principal executive officer and principal financial officer, concluded that the Company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes in internal control over financial reporting occurring during the third fiscal quarter. * The Company's disclosure controls and procedures were evaluated and concluded to be effective as of September 30, 2022[168](index=168&type=chunk) * There were no material changes in internal controls over financial reporting during the third fiscal quarter ended September 30, 2022[169](index=169&type=chunk) [PART II. OTHER INFORMATION](index=34&type=section&id=PART%20II.%20OTHER%20INFORMATION) [ITEM 1. Legal Proceedings](index=34&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, but it does not anticipate any of these to have a material adverse effect on its condensed consolidated financial condition or results of operations. * The Company is subject to various legal proceedings and claims in the ordinary course of business[172](index=172&type=chunk) * No material adverse effect on consolidated financial condition or results of operations is expected from these proceedings or claims[172](index=172&type=chunk) [ITEM 1A. Risk Factors](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS) There were no material changes during the period covered in this report to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021. * No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2021[173](index=173&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) No unregistered sales of equity securities or use of proceeds were reported for the period. * None reported[174](index=174&type=chunk) [ITEM 3. Defaults Upon Senior Securities](index=34&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) No defaults upon senior securities were reported for the period. * None reported[175](index=175&type=chunk) [ITEM 4. Mine Safety Disclosures](index=34&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the Company. * Not applicable[176](index=176&type=chunk) [ITEM 5. Other Information](index=34&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No other information was reported for the period. * None reported[177](index=177&type=chunk) [ITEM 6. Exhibits](index=34&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed with the quarterly report, including certifications from the Chief Executive Officer and Chief Financial Officer, as well as various Inline XBRL documents. * Exhibits include certifications of the Chief Executive Officer and Chief Financial Officer (31.1, 31.2, 32.1) and various Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[178](index=178&type=chunk) [SIGNATURES](index=35&type=section&id=SIGNATURES) * The report was signed by James P. Scholhamer, Chief Executive Officer, and Sheri Savage, Chief Financial Officer, on November 9, 2022[181](index=181&type=chunk)

Financial Data and Key Metrics Changes - Total revenue for Q3 2022 was $635 million, up from $608.7 million in the previous quarter, representing a growth of approximately 4.3% [15] - Products division revenue increased to $556.3 million from $532 million, while Services division revenue rose to $78.7 million from $76.7 million [15] - Gross margin for Q3 was 20.6%, slightly up from 20.3% in Q2, with Products gross margin at 18.3% compared to 17.8% and Services gross margin at 36.9% compared to 37.2% [15] - Operating expenses were $56.5 million, up from $55.9 million, but as a percentage of revenue, it decreased to 8.9% from 9.2% [16] - Earnings per share for the quarter was $1.06 on net income of $48.6 million, compared to $1.04 on net income of $47.4 million in the prior quarter [17] Business Line Data and Key Metrics Changes - The Products division showed a revenue increase of approximately 4.3% quarter-over-quarter, while the Services division also experienced growth [15] - Operating margin for the Products division improved to 10.8% from 10.2%, and Services margin increased to 18.2% from 16.9% due to reduced spending [16] Market Data and Key Metrics Changes - The company anticipates a decrease in demand fundamentals in 2023, with expectations of a pullback as chip makers draw down inventory [7] - The company expects full-year revenue to be up roughly 16% over 2021, indicating strong performance despite anticipated market challenges [7] Company Strategy and Development Direction - The company remains bullish on the semiconductor industry, driven by demand from various applications including smart electric cars, mobile devices, and AI [9] - Strategic expansion in Malaysia is highlighted as a key driver for growth, enhancing operational efficiency and supply chain infrastructure [10] - A new share repurchase program of up to $150 million has been approved to return value to shareholders while maintaining a disciplined capital allocation strategy [12][21] Management's Comments on Operating Environment and Future Outlook - Management acknowledges ongoing supply chain challenges but notes improvements and collaboration with global teams [6] - The company is preparing for a potential downturn in 2023 but remains confident in its ability to outperform the market based on historical performance [25] - Management expects to manage operating expenses carefully during the downturn while maintaining critical programs for long-term growth [29] Other Important Information - The company finalized the divestment of a non-core subsidiary, resulting in a $20.8 million pretax loss, which impacted GAAP financial results [19] - Anticipated impact from new export regulations for U.S. semiconductor technology sold in China is expected to be around $15 million in Q4 [39] Q&A Session Summary Question: How does the company view 2023 given the potential decline in WFE? - Management does not foresee a decline greater than 20% and expects to outperform the market by approximately 5% [25][26] Question: How will the company manage operating expenses during a downturn? - The company plans to flex materials and direct labor costs while maintaining critical infrastructure and continuous improvement programs [27][29] Question: What is the expected impact of the new export regulations on revenue? - No impact was seen in Q3, but a $15 million impact is anticipated in Q4 due to the new regulations [39] Question: What is the revenue run rate for the Malaysia facility? - The Malaysia facility is expected to reach a run rate of around $200 million annually, with Q3 revenue at approximately $24 million [42][43] Question: How does the company plan to capture market share during a downturn? - Management believes there are significant opportunities for market share gains, particularly in the Fluid Solutions segment, despite the overall market softness [48]