Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the second quarter ended June 27, 2025.
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“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, 2025 June 28, 2024 June 27, 2025 June 28, 2024Revenues:Products $ 454.9 $ 452.7 $ 911.9 $ 871.2Services 63.9 63.4 125.5 122.7Total revenues 518.8 516.1 1,037.4 993.9Cost of revenues:Products 393.3 383.9 783.5 738.0Services 46.0 43.7 90.4 84.8Total cost revenues 439.3 427.6 873.9 822.8Gross margin 79.5 88.5 163.5 171.1Operating expenses:Research and development 7.8 7.1 15.4 14.1Sales and marketing 15.5 14.8 30.5 28.5General and administrative 46.9 43.7 95.4 88.3Impairment of goodwill 151.1 – 151.1 -Total operating expenses 221.3 65.6 292.4 130.9Income (loss) from operations (141.8) 22.9 (128.9) 40.2Interest income 0.8 1.4 1.9 2.8Interest expense (10.1) (11.7) (20.0) (23.9)Other income (expense), net (2.2) 17.4 (1.3) 13.5Income (loss) before provision for income taxes (153.3) 30.0 (148.3) 32.6Provision for income taxes 7.2 8.5 14.6 18.4Net income (loss) (160.5) 21.5 (162.9) 14.2Less: Net income attributable to noncontrolling interests 1.5 2.4 4.1 4.5Net income (loss) attributable to UCT $ (162.0) $ 19.1 $ (167.0) $ 9.7Net income (loss) per share attributable to UCTcommon stockholders:Basic $ (3.58) $ 0.43 $ (3.70) $ 0.22Diluted $ (3.58) $ 0.42 $ (3.70) $ 0.21Shares used in computing net income (loss) per share:Basic 45.2 44.9 45.2 44.7Diluted 45.2 45.4 45.2 45.3
ULTRA CLEAN HOLDINGS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited; in millions) June 27, 2025 December 27, 2024ASSETSCurrent assets:Cash and cash equivalents $ 327.4 $ 313.9Accounts receivable, net of allowance for credit losses 206.7 241.1Inventories 375.6 381.0Prepaid expenses and other current assets 46.1 34.1Total current assets 955.8 970.1Property, plant and equipment, net 336.7 325.9Goodwill 114.2 265.3Intangible assets, net 170.6 184.9Deferred tax assets, net 2.8 3.1Operating lease right-of-use assets 153.9 161.0Other non-current assets 11.6 9.6Total assets $ 1,745.6 $ 1,919.9LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Bank borrowings $ 10.0 $ 16.0Accounts payable 202.2 212.5Accrued compensation and related benefits 47.6 50.1Operating lease liabilities 18.6 18.6Other current liabilities 33.6 38.4Total current liabilities 312.0 335.6Bank borrowings, net of current portion 468.4 476.5Deferred tax liabilities 16.2 16.1Operating lease liabilities 151.4 149.2Other liabilities 7.8 6.7Total liabilities 955.8 984.1Equity:UCT stockholders' equity:Common stock 0.1 0.1Additional paid-in capital 568.8 558.4Common shares held in treasury (48.4) (45.0)Retained earnings 203.4 370.4Accumulated other comprehensive loss (4.5) (10.3)Total UCT stockholders' equity 719.4 873.6Noncontrolling interests 70.4 62.2Total equity 789.8 935.8Total 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, June 28, 2025 2024Cash flows from operating activities:Net income (loss) $ (162.9) $ 14.2Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization 23.4 22.7Amortization of intangible assets 14.3 15.3Stock-based compensation 10.0 8.0Amortization of debt issuance costs 1.1 1.9Impairment of goodwill 151.1 -Change in the fair value of financial instruments (0.1) (22.6)Deferred income taxes 0.6 (0.5)Loss on sale of property, plant and equipment 0.1 0.1Changes in assets and liabilities:Accounts receivable 34.3 (26.1)Inventories 5.4 (25.4)Prepaid expenses and other current assets (7.8) (1.5)Other non-current assets (0.5) 0.7Accounts payable (11.9) 41.4Accrued compensation and related benefits (2.6) 1.5Income taxes payable (4.2) 1.4Operating lease assets and liabilities 11.1 0.5Other liabilities (4.0) 1.4Net cash provided by operating activities 57.4 33.0Cash flows from investing activities:Purchases of property, plant and equipment (29.2) (31.0)Proceeds from sale of equipment 0.1 0.1Net cash used in investing activities (29.1) (30.9)Cash flows from financing activities:Proceeds from issuance of common stock 1.1 0.9Principal 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 – 67.7Extinguishment 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) 12.5Effect of exchange rate changes on cash and cash equivalents 4.0 (2.1)Net increase in cash and cash equivalents 13.5 12.5Cash and cash equivalents at beginning of period 313.9 307.0Cash and cash equivalents at end of period $ 327.4 $ 319.5
ULTRA CLEAN HOLDINGS, INC.REPORTABLE SEGMENTSGAAP TO NON-GAAP RECONCILIATION(Unaudited; dollars in millions) GAAP Non-GAAP ThreeMonthsEnded ThreeMonthsEnded June 27, 2025 June 27, 2025 Products Services Consolidated Products Services ConsolidatedRevenues $ 454.9 $ 63.9 $ 518.8 $ 454.9 $ 63.9 $ 518.8Gross profit $ 61.6 $ 17.9 $ 79.5 $ 65.5 $ 19.1 $ 84.6Gross margin 13.5% 28.0% 15.3% 14.4% 29.9% 16.3%Income from operations $ (70.9) $ (70.9) $ (141.8) $ 21.8 $ 6.7 $ 28.5Operating margin (15.6)% (110.9)% (27.3)% 4.8% 10.5% 5.5% ThreeMonthsEnded June 27, 2025 Products Services ConsolidatedReconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)Reported gross profit on a GAAP basis $ 61.6 $ 17.9 $ 79.5Amortization of intangible assets (1) 1.3 1.0 2.3Stock-based compensation expense (2) 0.4 – 0.4Restructuring charges (3) 2.2 0.2 2.4Non-GAAP gross profit $ 65.5 $ 19.1 $ 84.6Reconciliation of GAAP Gross margin to Non-GAAP Gross marginReported gross margin on a GAAP basis 13.5% 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 margin 14.4% 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 7.0Stock-based compensation expense (2) 6.5 0.6 7.1Restructuring charges (3) 4.2 0.6 4.8Legal-related costs (4) 0.3 – 0.3Impairment of goodwill (5) 77.6 73.5 151.1Non-GAAP income from operations $ 21.8 $ 6.7 $ 28.5Reconciliation of GAAP Operating margin to Non-GAAP Operating marginReported 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 margin 4.8% 10.5% 5.5%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 facility related closures expenses4 Represents estimated costs related to certain legal proceedings and a cybersecurity incident5 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, 2025 June 28, 2024 March 28, 2025Reconciliation 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 7.3Stock-based compensation expense (2) 7.1 4.7 2.6Restructuring charges (3) 4.8 0.5 3.6Fair value related adjustments (4) – (24.1) (0.1)Debt refinancing costs expensed (5) – 3.6 -Legal-related costs (6) 0.3 – 0.7Impairment 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 6.4Non-GAAP net income attributable to UCT $ 12.1 $ 14.4 $ 12.7Reconciliation 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 $ 12.9Amortization of intangible assets (1) 7.0 7.6 7.3Stock-based compensation expense (2) 7.1 4.7 2.6Restructuring charges (3) 4.8 0.5 3.6Legal-related costs (6) 0.3 – 0.7Impairment of goodwill (7) $ 151.1 $ – $ -Non-GAAP income from operations $ 28.5 $ 35.7 $ 27.1Reconciliation of GAAP Operating margin to Non-GAAP Operating marginReported 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 margin 5.5% 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 $ 84.0Amortization of intangible assets (1) 2.3 2.3 2.3Stock-based compensation expense (2) 0.4 0.5 0.2Restructuring charges (3) 2.4 0.2 -Non-GAAP gross profit $ 84.6 $ 91.5 $ 86.5Reconciliation of GAAP Gross margin to Non-GAAP Gross marginReported gross margin on a GAAP basis 15.3% 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 margin 16.3% 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 $ 0.8Fair 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) $ 0.7Reconciliation of GAAP Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted ShareDiluted net income (loss) on a GAAP basis $ (3.58) $ 0.42 $ (0.11)Amortization of intangible assets (1) 0.15 0.17 0.16Stock-based compensation expense (2) 0.16 0.10 0.06Restructuring charges (3) 0.10 0.01 0.08Fair value related adjustments (4) 0.00 (0.53) 0.00Debt refinancing costs expensed (5) – 0.08 -Legal-related costs (6) 0.01 – 0.01Impairment 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 0.14Non-GAAP net earnings $ 0.27 $ 0.32 $ 0.28Weighted average number of diluted shares (in millions) on a non-GAAP basis 45.3 45.4 45.4ULTRA CLEAN HOLDINGS, INC.UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE Three Months Ended June 27, 2025 June 28, 2024 March 28, 2025Provision for income taxes on a GAAP basis $ 7.2 $ 8.5 $ 7.4Income tax effect of non-GAAP adjustments (8) 34.1 (1.9) 2.8Income tax effect of valuation allowance (9) (37.9) (1.1) (6.4)Non-GAAP provision for income taxes $ 3.4 $ 5.5 $ 3.8Income (loss) before income taxes on a GAAP basis $ (153.3) $ 30.0 $ 4.9Amortization of intangible assets (1) 7.0 7.6 7.3Stock-based compensation expense (2) 7.1 4.7 2.6Restructuring charges (3) 4.8 0.5 3.6Fair value related adjustments (4) – (24.1) (0.1)Debt refinancing costs expensed (5) – 3.6 -Legal-related costs (6) 0.3 – 0.7Impairment of goodwill (7) 151.1 – -Non-GAAP income before income taxes $ 17.0 $ 22.3 $ 19.0Effective 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%
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 facility related closures expenses4 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 proceedings and a cybersecurity incident7 Represents non-cash charges related to the impairment of goodwill8 Tax effect of items (1) through (7) above based on the non-GAAP tax rate9 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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SOURCE Ultra Clean Holdings, Inc.
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