EX-99.1 2 q22025pressrelease.htm EX-99.1 Document

Exhibit 99.1
Press ReleaseSource: Ultra Clean Holdings, Inc.

Ultra Clean Reports Second Quarter 2025 Financial Results

HAYWARD, Calif., July 28, 2025 /PRNewswire/ Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the second quarter ended June 27, 2025.

“UCT’s second quarter results reflect the impact of a highly dynamic environment across a diverse customer base and product portfolio,” said Clarence Granger, Chairman and Interim CEO. “Although we expect near-term revenue to remain relatively stable, our actions to reduce operating expenses are well underway, and we anticipate realizing the benefits of these actions later this year. We are confident in our ability to outperform broader semiconductor industry growth, supported by our ability to navigate evolving conditions, expand our addressable market, gain share, and deliver innovative products and services that advance our multi-year growth strategy.”

Second Quarter 2025 GAAP Financial Results
Total revenue was $518.8 million. Products contributed $454.9 million and Services added $63.9 million. Total gross margin was 15.3%, operating margin was (27.3)%, and net loss was $(162.0) million or $(3.58) per diluted share. This compares to total revenue of $518.6 million, gross margin of 16.2%, operating margin of 2.5%, and net loss of $(5.0) million or $(0.11) per diluted share, in the prior quarter. The financial results for the second quarter include a pre-tax noncash charge of $151.1 million from goodwill impairments.

Second Quarter 2025 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 16.3%, operating margin was 5.5%, and net income was $12.1 million or $0.27 per diluted share. This compares to gross margin of 16.7%, operating margin of 5.2%, and net income of $12.7 million or $0.28 per diluted share in the prior quarter.

Third Quarter 2025 Outlook
The Company expects revenue in the range of $480 million to $530 million. The Company expects GAAP diluted net loss per share to be between $(0.09) and $(0.29) and non-GAAP diluted net income per share to be between $0.14 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 48157#. 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, acquisition activity costs, fair value adjustments, debt refinancing costs, impairment of goodwill, legal-related 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.com



 ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share data)
Three Months Ended Six Months Ended
June 27, 2025June 28, 2024June 27, 2025June 28, 2024
Revenues:
Products$454.9 $452.7 $911.9 $871.2 
Services63.9 63.4 125.5 122.7 
Total revenues518.8 516.1 1,037.4 993.9 
Cost of revenues:
Products393.3 383.9 783.5 738.0 
Services46.0 43.7 90.4 84.8 
Total cost revenues439.3 427.6 873.9 822.8 
Gross margin79.5 88.5 163.5 171.1 
Operating expenses:
Research and development7.8 7.1 15.4 14.1 
Sales and marketing15.5 14.8 30.5 28.5 
General and administrative46.9 43.7 95.4 88.3 
Impairment of goodwill151.1 — 151.1 — 
Total operating expenses221.3 65.6 292.4 130.9 
Income (loss) from operations(141.8)22.9 (128.9)40.2 
Interest income0.8 1.4 1.9 2.8 
Interest expense(10.1)(11.7)(20.0)(23.9)
Other income (expense), net(2.2)17.4 (1.3)13.5 
Income (loss) before provision for income taxes(153.3)30.0 (148.3)32.6 
Provision for income taxes7.2 8.5 14.6 18.4 
Net income (loss)(160.5)21.5 (162.9)14.2 
Less: Net income attributable to noncontrolling interests1.5 2.4 4.1 4.5 
Net income (loss) attributable to UCT$(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:
Basic45.2 44.9 45.2 44.7 
Diluted45.2 45.4 45.2 45.3 



ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)
June 27, 2025December 27, 2024
ASSETS
Current assets:
Cash and cash equivalents$327.4 $313.9 
Accounts receivable, net of allowance for credit losses206.7 241.1 
Inventories375.6 381.0 
Prepaid expenses and other current assets46.1 34.1 
Total current assets955.8 970.1 
Property, plant and equipment, net336.7 325.9 
Goodwill114.2 265.3 
Intangible assets, net170.6 184.9 
Deferred tax assets, net2.8 3.1 
Operating lease right-of-use assets153.9 161.0 
Other non-current assets11.6 9.6 
Total assets$1,745.6 $1,919.9 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank borrowings$10.0 $16.0 
Accounts payable202.2 212.5 
Accrued compensation and related benefits47.6 50.1 
Operating lease liabilities18.6 18.6 
Other current liabilities33.6 38.4 
Total current liabilities312.0 335.6 
Bank borrowings, net of current portion468.4 476.5 
Deferred tax liabilities16.2 16.1 
Operating lease liabilities151.4 149.2 
Other liabilities7.8 6.7 
Total liabilities955.8 984.1 
Equity:
UCT stockholders’ equity:
Common stock 0.1 0.1 
Additional paid-in capital568.8 558.4 
Common shares held in treasury(48.4)(45.0)
Retained earnings203.4 370.4 
Accumulated other comprehensive loss(4.5)(10.3)
Total UCT stockholders’ equity719.4 873.6 
Noncontrolling interests70.4 62.2 
Total equity789.8 935.8 
Total liabilities and equity$1,745.6 $1,919.9 



ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
Six Months Ended
June 27,
2025		June 28,
2024
Cash flows from operating activities:
Net income (loss)$(162.9)$14.2 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization23.4 22.7 
Amortization of intangible assets14.3 15.3 
Stock-based compensation10.0 8.0 
Amortization of debt issuance costs1.1 1.9 
Impairment of goodwill151.1 — 
Change in the fair value of financial instruments(0.1)(22.6)
Deferred income taxes0.6 (0.5)
Loss on sale of property, plant and equipment0.1 0.1 
Changes in assets and liabilities:
Accounts receivable34.3 (26.1)
Inventories5.4 (25.4)
Prepaid expenses and other current assets(7.8)(1.5)
Other non-current assets(0.5)0.7 
Accounts payable(11.9)41.4 
Accrued compensation and related benefits(2.6)1.5 
Income taxes payable(4.2)1.4 
Operating lease assets and liabilities11.1 0.5 
Other liabilities(4.0)1.4 
Net cash provided by operating activities57.4 33.0 
Cash flows from investing activities:
Purchases of property, plant and equipment(29.2)(31.0)
Proceeds from sale of equipment0.1 0.1 
Net cash used in investing activities(29.1)(30.9)
Cash flows from financing activities:
Proceeds from issuance of common stock1.1 0.9 
Principal payments on bank borrowings(15.1)(7.1)
Repurchase of shares(3.4)— 
Employees’ taxes paid upon vesting of restricted stock units(0.7)(2.2)
Payments of dividends to a joint venture shareholder(0.1)(0.1)
Proceeds from bank borrowings— 67.7 
Extinguishment of bank borrowings— (44.2)
Payment of debt issuance costs— (2.5)
Other financing activities(0.6)— 
Net cash provided by (used in) financing activities(18.8)12.5 



Effect of exchange rate changes on cash and cash equivalents4.0 (2.1)
Net increase in cash and cash equivalents13.5 12.5 
Cash and cash equivalents at beginning of period313.9 307.0 
Cash and cash equivalents at end of period$327.4 $319.5 



ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in millions)
GAAPNon-GAAP
Three Months EndedThree Months Ended
June 27, 2025June 27, 2025
ProductsServicesConsolidatedProductsServicesConsolidated
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 $84.6 
Gross margin13.5 %28.0 %15.3 %14.4 %29.9 %16.3 %
Income from operations$(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 %
Three Months Ended
June 27, 2025
ProductsServicesConsolidated
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis$61.6 $17.9 $79.5 
Amortization of intangible assets (1)1.3 1.0 2.3 
Stock-based compensation expense (2)0.4 — 0.4 
Restructuring charges (3)2.2 0.2 2.4 
Non-GAAP gross profit$65.5 $19.1 $84.6 
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis13.5 %28.0 %15.3 %
Amortization of intangible assets (1)0.3 %1.6 %0.4 %
Stock-based compensation expense (2)0.1 %— %0.1 %
Restructuring charges (3)0.5 %0.3 %0.5 %
Non-GAAP gross margin14.4 %29.9 %16.3 %
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis$(70.9)$(70.9)$(141.8)
Amortization of intangible assets (1)4.1 2.9 7.0 
Stock-based compensation expense (2)6.5 0.6 7.1 
Restructuring charges (3)4.2 0.6 4.8 
Legal-related costs (4)0.3 — 0.3 
Impairment of goodwill (5)77.6 73.5 151.1 
Non-GAAP income from operations$21.8 $6.7 $28.5 
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis(15.6)%(110.9)%(27.3)%



Amortization of intangible assets (1)0.9 %4.6 %1.3 %
Stock-based compensation expense (2)1.4 %0.9 %1.4 %
Restructuring charges (3)0.9 %0.9 %0.9 %
Legal-related costs (4)0.1 %— %0.1 %
Impairment of goodwill (5)17.1 %115.0 %29.1 %
Non-GAAP operating margin4.8 %10.5 %5.5 %
1 Amortization of intangible assets related to the Company’s business acquisitions
2 Represents compensation expense for stock granted to employees and directors
3 Represents costs associated with employee separation, severance, retention, and facility related closures expenses
4 Represents estimated costs related to certain legal proceedings and a cybersecurity incident
5 Represents non-cash charges related to the impairment of goodwill



ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
Three Months Ended
June 27, 2025June 28, 2024March 28, 2025
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (in millions)
Reported net income (loss) attributable to UCT on a GAAP basis$(162.0)$19.1 $(5.0)
Amortization of intangible assets (1)7.0 7.6 7.3 
Stock-based compensation expense (2)7.1 4.7 2.6 
Restructuring charges (3)4.8 0.5 3.6 
Fair value related adjustments (4)— (24.1)(0.1)
Debt refinancing costs expensed (5)— 3.6 — 
Legal-related costs (6)0.3 — 0.7 
Impairment of goodwill (7)151.1 — — 
Income tax effect of non-GAAP adjustments (8)(34.1)1.9 (2.8)
Income tax effect of valuation allowance (9)37.9 1.1 6.4 
Non-GAAP net income attributable to UCT$12.1 $14.4 $12.7 
Reconciliation of GAAP Income (loss) from operations to Non-GAAP Income from operations (in millions)
Reported income (loss) from operations on a GAAP basis$(141.8)$22.9 $12.9 
Amortization of intangible assets (1)7.0 7.6 7.3 
Stock-based compensation expense (2)7.1 4.7 2.6 
Restructuring charges (3)4.8 0.5 3.6 
Legal-related costs (6)0.3 — 0.7 
Impairment of goodwill (7)$151.1 $— $— 
Non-GAAP income from operations$28.5 $35.7 $27.1 
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis(27.3)%4.4 %2.5 %
Amortization of intangible assets (1)1.3 %1.5 %1.4 %
Stock-based compensation expense (2)1.4 %0.9 %0.5 %
Restructuring charges (3)0.9 %0.1 %0.7 %
Legal-related costs (6)0.1 %— %0.1 %
Impairment of goodwill (7)29.1 %— %— %
Non-GAAP operating margin5.5 %6.9 %5.2 %
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis$79.5 $88.5 $84.0 
Amortization of intangible assets (1)2.3 2.3 2.3 
Stock-based compensation expense (2)0.4 0.5 0.2 
Restructuring charges (3)2.4 0.2 — 
Non-GAAP gross profit$84.6 $91.5 $86.5 
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis15.3 %17.1 %16.2 %
Amortization of intangible assets (1)0.4 %0.5 %0.5 %



Stock-based compensation expense (2)0.1 %0.1 %— %
Restructuring charges (3)0.5 %0.0 %— %
Non-GAAP gross margin16.3 %17.7 %16.7 %
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$(2.2)$17.4 $0.8 
Fair value related adjustments (4)— (24.1)(0.1)
Debt refinancing costs expensed (5)— 3.6 — 
Non-GAAP Other income (expense), net$(2.2)$(3.1)$0.7 
Reconciliation of GAAP Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted Share
Diluted net income (loss) on a GAAP basis$(3.58)$0.42 $(0.11)
Amortization of intangible assets (1)0.15 0.17 0.16 
Stock-based compensation expense (2)0.16 0.10 0.06 
Restructuring charges (3)0.10 0.01 0.08 
Fair value related adjustments (4)0.00 (0.53)0.00 
Debt refinancing costs expensed (5)— 0.08 — 
Legal-related costs (6)0.01 — 0.01 
Impairment of goodwill (7)3.34 — 
Income tax effect of non-GAAP adjustments (8)(0.75)0.04 (0.06)
Income tax effect of valuation allowance (9)0.84 0.03 0.14 
Non-GAAP net earnings$0.27 $0.32 $0.28 
Weighted average number of diluted shares (in millions) on a non-GAAP basis45.3 45.4 45.4 
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE
Three Months Ended
June 27, 2025June 28, 2024March 28, 2025
Provision for income taxes on a GAAP basis$7.2 $8.5 $7.4 
Income tax effect of non-GAAP adjustments (8)34.1 (1.9)2.8 
Income tax effect of valuation allowance (9)(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 
Amortization of intangible assets (1)7.0 7.6 7.3 
Stock-based compensation expense (2)7.1 4.7 2.6 
Restructuring charges (3)4.8 0.5 3.6 
Fair value related adjustments (4)— (24.1)(0.1)
Debt refinancing costs expensed (5)— 3.6 — 
Legal-related costs (6)0.3 — 0.7 
Impairment of goodwill (7)151.1 — — 
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 rate20.0 %24.7 %20.0 %
1 Amortization of intangible assets related to the Company’s business acquisitions
2 Represents compensation expense for stock granted to employees and directors
3 Represents costs associated with employee separation, severance, retention, and facility related closures expenses
4 Fair value adjustments related to contingent consideration
5 Represents the third party transaction costs related to the amended credit agreement and the previously capitalized costs of extinguished debt
6 Represents estimated costs related to certain legal proceedings and a cybersecurity incident
7 Represents non-cash charges related to the impairment of goodwill
8 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