Ultra Clean (UCTT) - 2025 Q2 - Quarterly Results

Executive Summary & Financial Highlights Ultra Clean Holdings reported Q2 2025 GAAP net loss due to goodwill impairment, while non-GAAP results showed a slight decline, with Q3 2025 outlook projecting stable revenue Second Quarter 2025 Performance Overview Ultra Clean Holdings reported its Q2 2025 financial results, reflecting a dynamic environment, experiencing a significant GAAP net loss due to a goodwill impairment, while non-GAAP results showed a slight decline in net income compared to the prior quarter CEO Commentary CEO commentary highlights a dynamic environment, stable near-term revenue, and confidence in outperforming semiconductor industry growth - UCT's second quarter results reflect the impact of a highly dynamic environment across a diverse customer base and product portfolio[2] - Expect near-term revenue to remain relatively stable, with benefits from operating expense reductions anticipated later this year[2] - Confident in ability to outperform broader semiconductor industry growth by navigating evolving conditions, expanding addressable market, gaining share, and delivering innovative products[2] GAAP Financial Results Q2 2025 GAAP results show a significant net loss of $(162.0) million, primarily due to a $151.1 million goodwill impairment charge Second Quarter 2025 GAAP Financial Highlights | Metric | Q2 2025 (Millions) | Q1 2025 (Millions) | Change (QoQ) | | :--------------------- | :----------------- | :----------------- | :----------- | | Total Revenue | $518.8 | $518.6 | +$0.2 | | Products Revenue | $454.9 | N/A | N/A | | Services Revenue | $63.9 | N/A | N/A | | Gross Margin | 15.3% | 16.2% | -0.9 pp | | Operating Margin | (27.3)% | 2.5% | -29.8 pp | | Net Loss | $(162.0) | $(5.0) | $(157.0) | | Diluted EPS | $(3.58) | $(0.11) | $(3.47) | - Q2 2025 GAAP results include a pre-tax noncash charge of $151.1 million from goodwill impairments[3] Non-GAAP Financial Results Q2 2025 Non-GAAP results indicate a net income of $12.1 million, with a slight quarter-over-quarter decline in gross and operating margins Second Quarter 2025 Non-GAAP Financial Highlights | Metric | Q2 2025 (Millions) | Q1 2025 (Millions) | Change (QoQ) | | :--------------------- | :----------------- | :----------------- | :----------- | | Gross Margin | 16.3% | 16.7% | -0.4 pp | | Operating Margin | 5.5% | 5.2% | +0.3 pp | | Net Income | $12.1 | $12.7 | $(0.6) | | Diluted EPS | $0.27 | $0.28 | $(0.01) | Third Quarter 2025 Outlook For Q3 2025, the company projects revenue between $480 million and $530 million, with GAAP diluted net loss per share expected between $(0.09) and $(0.29), and non-GAAP diluted net income per share between $0.14 and $0.34 Third Quarter 2025 Financial Outlook | Metric | Q3 2025 Outlook (Range) | | :----------------------------- | :---------------------- | | Revenue | $480M - $530M | | GAAP Diluted Net Loss Per Share| $(0.09) - $(0.29) | | Non-GAAP Diluted Net Income Per Share | $0.14 - $0.34 | Company Information & Disclosures This section provides an overview of Ultra Clean Holdings, its use of non-GAAP measures, and a safe harbor statement regarding forward-looking information 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 serving the semiconductor industry - Leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry[7] - Products division offers integrated outsourced solutions for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing[7] - Services Division provides tool chamber parts cleaning and coating, as well as micro-contamination analytical services[7] Use of Non-GAAP Measures Management utilizes non-GAAP measures (gross margin, operating margin, net income) to assess core business performance and trends, believing they offer investors a clearer view from management's perspective, though they are not a substitute for GAAP results - Management uses non-GAAP gross margin, operating margin, and net income to evaluate operating and financial results, believing it's useful for analyzing core business, trends, and comparing performance[8] - Non-GAAP results should not be considered a substitute for GAAP results[8] - Non-GAAP net income is defined as net income (loss) before amortization of intangible assets, stock-based compensation, restructuring charges, acquisition activity costs, fair value adjustments, debt refinancing costs, impairment of goodwill, legal-related costs, and their tax effects[9] - Reconciliation of non-GAAP net income per diluted share guidance for the subsequent quarter is not available due to unpredictable fluctuations in geographic earnings mix impacting the tax rate[10] Safe Harbor Statement The report includes forward-looking statements, identified by specific terminology, which involve risks and uncertainties, where actual results may differ materially from predictions, and the company undertakes no obligation to update these statements unless legally required - The report contains 'forward-looking statements' reflecting current views on future events and financial performance, identified by words like 'anticipates,' 'outlook,' 'expects,' etc[11] - All forward-looking statements address matters that involve risks and uncertainties, and actual results may differ materially from predictions due to factors identified in SEC filings (Form 10-K)[11] - Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements unless required by law[11] Condensed Consolidated Financial Statements (GAAP) This section presents the company's GAAP condensed consolidated statements of operations, balance sheets, and cash flows Statements of Operations For the three months ended June 27, 2025, total revenues were $518.8 million, resulting in a net loss attributable to UCT of $(162.0) million, primarily due to a significant goodwill impairment charge, and for the six months, total revenues were $1,037.4 million with a net loss of $(167.0) million Condensed Consolidated Statements of Operations (Unaudited; in millions, except per share data) | Metric | Three Months Ended June 27, 2025 | Three Months Ended June 28, 2024 | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :----------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues: | | | | | | Products | $454.9 | $452.7 | $911.9 | $871.2 | | Services | $63.9 | $63.4 | $125.5 | $122.7 | | Total revenues | $518.8 | $516.1 | $1,037.4 | $993.9 | | Cost of revenues: | | | | | | Products | $393.3 | $383.9 | $783.5 | $738.0 | | Services | $46.0 | $43.7 | $90.4 | $84.8 | | Total cost revenues | $439.3 | $427.6 | $873.9 | $822.8 | | Gross margin | $79.5 | $88.5 | $163.5 | $171.1 | | Operating expenses: | | | | | | Research and development | $7.8 | $7.1 | $15.4 | $14.1 | | Sales and marketing | $15.5 | $14.8 | $30.5 | $28.5 | | General and administrative | $46.9 | $43.7 | $95.4 | $88.3 | | Impairment of goodwill | $151.1 | — | $151.1 | — | | Total operating expenses | $221.3 | $65.6 | $292.4 | $130.9 | | Income (loss) from operations | $(141.8) | $22.9 | $(128.9) | $40.2 | | Interest income | $0.8 | $1.4 | $1.9 | $2.8 | | Interest expense | $(10.1) | $(11.7) | $(20.0) | $(23.9) | | Other income (expense), net | $(2.2) | $17.4 | $(1.3) | $13.5 | | Income (loss) before provision for income taxes | $(153.3) | $30.0 | $(148.3) | $32.6 | | Provision for income taxes | $7.2 | $8.5 | $14.6 | $18.4 | | Net income (loss) | $(160.5) | $21.5 | $(162.9) | $14.2 | | Less: Net income attributable to noncontrolling interests | $1.5 | $2.4 | $4.1 | $4.5 | | Net income (loss) attributable to UCT | $(162.0) | $19.1 | $(167.0) | $9.7 | | Net income (loss) per share attributable to UCT common stockholders: | | | | | | Basic | $(3.58) | $0.43 | $(3.70) | $0.22 | | Diluted | $(3.58) | $0.42 | $(3.70) | $0.21 | | Shares used in computing net income (loss) per share: | | | | | | Basic | 45.2 | 44.9 | 45.2 | 44.7 | | Diluted | 45.2 | 45.4 | 45.2 | 45.3 | Balance Sheets As of June 27, 2025, total assets decreased to $1,745.6 million from $1,919.9 million at December 27, 2024, primarily driven by a reduction in goodwill and accounts receivable, while total liabilities also decreased from $984.1 million to $955.8 million Condensed Consolidated Balance Sheets (Unaudited; in millions) | ASSETS | June 27, 2025 | December 27, 2024 | | :----------------------------------------- | :------------ | :---------------- | | Current assets: | | | | Cash and cash equivalents | $327.4 | $313.9 | | Accounts receivable, net | $206.7 | $241.1 | | Inventories | $375.6 | $381.0 | | Prepaid expenses and other current assets | $46.1 | $34.1 | | Total current assets | $955.8 | $970.1 | | Property, plant and equipment, net | $336.7 | $325.9 | | Goodwill | $114.2 | $265.3 | | Intangible assets, net | $170.6 | $184.9 | | Deferred tax assets, net | $2.8 | $3.1 | | Operating lease right-of-use assets | $153.9 | $161.0 | | Other non-current assets | $11.6 | $9.6 | | Total assets | $1,745.6 | $1,919.9 | | LIABILITIES AND STOCKHOLDERS' EQUITY | | | | Current liabilities: | | | | Bank borrowings | $10.0 | $16.0 | | Accounts payable | $202.2 | $212.5 | | Accrued compensation and related benefits | $47.6 | $50.1 | | Operating lease liabilities | $18.6 | $18.6 | | Other current liabilities | $33.6 | $38.4 | | Total current liabilities | $312.0 | $335.6 | | Bank borrowings, net of current portion | $468.4 | $476.5 | | Deferred tax liabilities | $16.2 | $16.1 | | Operating lease liabilities | $151.4 | $149.2 | | Other liabilities | $7.8 | $6.7 | | Total liabilities | $955.8 | $984.1 | | Equity: | | | | Total UCT stockholders' equity | $719.4 | $873.6 | | Noncontrolling interests | $70.4 | $62.2 | | Total equity | $789.8 | $935.8 | | Total liabilities and equity | $1,745.6 | $1,919.9 | Statements of Cash Flows For the six months ended June 27, 2025, net cash provided by operating activities increased to $57.4 million from $33.0 million in the prior year, while net cash used in investing activities remained stable at $(29.1) million, and net cash used in financing activities was $(18.8) million, a shift from $12.5 million provided in the prior year Condensed Consolidated Statements of Cash Flows (Unaudited; in millions) | Cash Flows From | Six Months Ended June 27, 2025 | Six Months Ended June 28, 2024 | | :--------------------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(162.9) | $14.2 | | Net cash provided by operating activities | $57.4 | $33.0 | | Net cash used in investing activities | $(29.1) | $(30.9) | | Net cash provided by (used in) financing activities | $(18.8) | $12.5 | | Effect of exchange rate changes on cash and cash equivalents | $4.0 | $(2.1) | | Net increase in cash and cash equivalents | $13.5 | $12.5 | | Cash and cash equivalents at beginning of period | $313.9 | $307.0 | | Cash and cash equivalents at end of period | $327.4 | $319.5 | Non-GAAP Reconciliations This section provides detailed reconciliations between GAAP and Non-GAAP financial measures, including segment performance, net income, and effective tax rates Reportable Segments Reconciliation For Q2 2025, the Products segment reported GAAP gross margin of 13.5% and Non-GAAP gross margin of 14.4%, while the Services segment showed GAAP gross margin of 28.0% and Non-GAAP gross margin of 29.9%, and the consolidated Non-GAAP operating margin was 5.5%, significantly higher than the GAAP operating margin of (27.3)% due to adjustments, primarily goodwill impairment Q2 2025 GAAP to Non-GAAP Gross Profit and Margin by Segment (Unaudited; in millions) | Metric | Products (GAAP) | Services (GAAP) | Consolidated (GAAP) | Products (Non-GAAP) | Services (Non-GAAP) | Consolidated (Non-GAAP) | | :----------------- | :-------------- | :-------------- | :------------------ | :------------------ | :------------------ | :---------------------- | | Revenues | $454.9 | $63.9 | $518.8 | $454.9 | $63.9 | $518.8 | | Gross profit | $61.6 | $17.9 | $79.5 | $65.5 | $19.1 | $84.6 | | Gross margin | 13.5% | 28.0% | 15.3% | 14.4% | 29.9% | 16.3% | Q2 2025 GAAP to Non-GAAP Income from Operations and Operating Margin by Segment (Unaudited; in millions) | Metric | Products (GAAP) | Services (GAAP) | Consolidated (GAAP) | Products (Non-GAAP) | Services (Non-GAAP) | Consolidated (Non-GAAP) | | :----------------- | :-------------- | :-------------- | :------------------ | :------------------ | :------------------ | :---------------------- | | Income from operations | $(70.9) | $(70.9) | $(141.8) | $21.8 | $6.7 | $28.5 | | Operating margin | (15.6)% | (110.9)% | (27.3)% | 4.8% | 10.5% | 5.5% | - Key adjustments for reconciliation include amortization of intangible assets, stock-based compensation expense, restructuring charges, legal-related costs, and impairment of goodwill[22] GAAP to Non-GAAP Adjusted Results Reconciliation The reconciliation for Q2 2025 shows a significant adjustment from a GAAP net loss of $(162.0) million to a Non-GAAP net income of $12.1 million, primarily due to the $151.1 million goodwill impairment charge and other non-cash or non-recurring items, which also translated to a GAAP diluted EPS of $(3.58) versus a Non-GAAP diluted EPS of $0.27 GAAP to Non-GAAP Net Income (Loss) Attributable to UCT (Unaudited; in millions) | Metric | June 27, 2025 | June 28, 2024 | March 28, 2025 | | :----------------------------------------- | :------------ | :------------ | :------------- | | Reported net income (loss) attributable to UCT on a GAAP basis | $(162.0) | $19.1 | $(5.0) | | Amortization of intangible assets | $7.0 | $7.6 | $7.3 | | Stock-based compensation expense | $7.1 | $4.7 | $2.6 | | Restructuring charges | $4.8 | $0.5 | $3.6 | | Fair value related adjustments | — | $(24.1) | $(0.1) | | Debt refinancing costs expensed | — | $3.6 | — | | Legal-related costs | $0.3 | — | $0.7 | | Impairment of goodwill | $151.1 | — | — | | Income tax effect of valuation allowance | $37.9 | $1.1 | $6.4 | | Income tax effect of non-GAAP adjustments | $(34.1) | $1.9 | $(2.8) | | Non-GAAP net income attributable to UCT| $12.1 | $14.4 | $12.7 | GAAP to Non-GAAP Diluted Net Income (Loss) Per Share | Metric | June 27, 2025 | June 28, 2024 | March 28, 2025 | | :----------------------------------------- | :------------ | :------------ | :------------- | | Diluted net income (loss) on a GAAP basis | $(3.58) | $0.42 | $(0.11) | | Amortization of intangible assets | $0.15 | $0.17 | $0.16 | | Stock-based compensation expense | $0.16 | $0.10 | $0.06 | | Restructuring charges | $0.10 | $0.01 | $0.08 | | Fair value related adjustments | $0.00 | $(0.53) | $0.00 | | Debt refinancing costs expensed | — | $0.08 | — | | Legal-related costs | $0.01 | — | $0.01 | | Impairment of goodwill | $3.34 | — | — | | Income tax effect of non-GAAP adjustments | $(0.75) | $0.04 | $(0.06) | | Income tax effect of valuation allowance | $0.84 | $0.03 | $0.14 | | Non-GAAP net earnings | $0.27 | $0.32 | $0.28 | - The primary driver for the difference between GAAP and Non-GAAP results in Q2 2025 was the $151.1 million impairment of goodwill[23][24] GAAP to Non-GAAP Effective Income Tax Rate Reconciliation For Q2 2025, the GAAP effective income tax rate was (4.7)%, while the Non-GAAP effective income tax rate was 20.0%, with this significant difference primarily due to the tax effects of non-GAAP adjustments and the impact of valuation allowances on U.S. losses GAAP to Non-GAAP Effective Income Tax Rate Reconciliation | Metric | June 27, 2025 | June 28, 2024 | March 28, 2025 | | :----------------------------------------- | :------------ | :------------ | :------------- | | Provision for income taxes on a GAAP basis | $7.2 | $8.5 | $7.4 | | Income tax effect of non-GAAP adjustments | $34.1 | $(1.9) | $2.8 | | Income tax effect of valuation allowance | $(37.9) | $(1.1) | $(6.4) | | Non-GAAP provision for income taxes | $3.4 | $5.5 | $3.8 | | Income (loss) before income taxes on a GAAP basis | $(153.3) | $30.0 | $4.9 | | Non-GAAP income before income taxes | $17.0 | $22.3 | $19.0 | | Effective income tax rate on a GAAP basis | (4.7)% | 28.3% | 151.0% | | Non-GAAP effective income tax rate | 20.0% | 24.7% | 20.0% | - The Company's GAAP tax expense is generally higher than non-GAAP tax expense due to losses in the U.S. with full federal and state valuation allowances, and the non-GAAP tax rate considers the tax implications as if there was no federal or state valuation allowance position in effect[26]