Ultra Clean Holdings, Inc.: Q2 FY2025 earnings call

What management said about Q2 FY2025, from the documents filed with the SEC on 28 July 2025: press release. Guidance figures: 1 raised, 2 lowered. The quarter’s numbers.

Key takeaways

Goodwill impairment in the quarter: The second-quarter GAAP results include a $151.1 million pre-tax noncash charge for goodwill impairments. Source
Non-GAAP net income slightly lower: Non-GAAP net income was $12.1 million, or $0.27 per diluted share, compared with $12.7 million, or $0.28, in the prior quarter. Source
Goodwill charge split across segments: The $151.1 million impairment was $77.6 million in products and $73.5 million in services. Each segment recorded GAAP operating losses of $(70.9) million. Source
Environment highly dynamic: Management attributed the second-quarter results to a highly dynamic environment across its diverse customer base and product portfolio. Source
Expense actions described as underway: Management said its actions to reduce operating expenses are well underway. Source

“UCT’s second quarter results reflect the impact of a highly dynamic environment across a diverse customer base and product portfolio”
Clarence Granger, Chairman and Interim CEO

Guidance

Area	Period	Figure	Against last quarter
Revenue Source	third quarter 2025	$480 million to $530 million	Raised from $475 million to $525 million
GAAP diluted net income (loss) per share Source	third quarter 2025	between $(0.09) and $(0.29)	Lowered from between $(0.06) and $(0.26)
Non-GAAP diluted net income per share Source	third quarter 2025	between $0.14 and $0.34	Lowered from between $0.17 and $0.37

What changed from last quarter

Guidance raised: The third-quarter revenue range moved up by $5 million at each end, to $480 million to $530 million from $475 million to $525 million. Source
Guidance lowered: The third-quarter GAAP diluted net loss per share range is more negative than the prior range, now $(0.09) to $(0.29) against $(0.06) to $(0.26). Source
Guidance lowered: The third-quarter non-GAAP diluted net income per share range is now $0.14 to $0.34, against $0.17 to $0.37 previously. Source
New: Operating expense reduction actions are described as well underway; the prior release referred to controlling costs and maximizing efficiency. Source
New: The non-GAAP net income definition now also excludes impairment of goodwill; the prior release's definition did not list it. Source
New: Clarence Granger is now described as Chairman and Interim CEO; the prior release described him as Interim CEO only. Source

Results and growth drivers

Revenue flat, GAAP net loss: Total revenue was $518.8 million, against $518.6 million in the prior quarter. GAAP net loss attributable to UCT was $(162.0) million, or $(3.58) per diluted share. Source
Goodwill impairment in the quarter: The second-quarter GAAP results include a $151.1 million pre-tax noncash charge for goodwill impairments. Source
Non-GAAP net income slightly lower: Non-GAAP net income was $12.1 million, or $0.27 per diluted share, compared with $12.7 million, or $0.28, in the prior quarter. Source
Six-month revenue higher year on year: Six-month revenue was $1,037.4 million, compared with $993.9 million a year earlier. Six-month GAAP net loss attributable to UCT was $(167.0) million. Source

Products and services segments

Products sales held near prior level: Products revenue was $454.9 million, against $457.0 million in the prior quarter. Services revenue was $63.9 million, against $61.6 million. Source
Goodwill charge split across segments: The $151.1 million impairment was $77.6 million in products and $73.5 million in services. Each segment recorded GAAP operating losses of $(70.9) million. Source
Non-GAAP segment operating income: Products non-GAAP income from operations was $21.8 million, a 4.8% margin. Services was $6.7 million, a 10.5% margin. Source

“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”
Clarence Granger, Chairman and Interim CEO

Operating costs

Operating expenses include impairment: Total operating expenses were $221.3 million, against $65.6 million a year earlier. The total includes the goodwill impairment. Source
General and administrative costs eased: General and administrative expense was $46.9 million, against $48.6 million in the prior quarter and $43.7 million a year earlier. Source
Restructuring charges rose: Restructuring charges were $4.8 million, against $3.6 million in the prior quarter. Legal-related costs were $0.3 million. Source
Research and sales spending steady: Research and development was $7.8 million and sales and marketing was $15.5 million, against $7.6 million and $14.9 million in the prior quarter. Source

Margins and tax rate

GAAP operating margin turned negative: GAAP loss from operations was $(141.8) million, a (27.3)% operating margin, against a 2.5% operating margin in the prior quarter. Source
Non-GAAP operating margin higher: Non-GAAP operating margin was 5.5%, against 5.2% in the prior quarter and 6.9% a year earlier. Source
GAAP tax rate below non-GAAP rate: The GAAP effective income tax rate was (4.7)%, against a non-GAAP effective rate of 20.0%. Source

Demand and revenue expectations

Environment highly dynamic: Management attributed the second-quarter results to a highly dynamic environment across its diverse customer base and product portfolio. Source
Late-quarter softness cited previously: The prior release said first-quarter results were affected by softening demand late in the quarter as customers reassessed spending.

Balance sheet and goodwill

Goodwill balance fell: Goodwill was $114.2 million at June 27, 2025, against $265.3 million at December 27, 2024. Source
Receivables and inventory declined: Accounts receivable were $206.7 million, against $241.1 million at December 27, 2024. Inventories were $375.6 million, against $381.0 million. Source
Total equity lower: Total equity was $789.8 million at June 27, 2025, against $935.8 million at December 27, 2024. Source

Cash, debt and share repurchases

Operating cash flow higher: Net cash provided by operating activities was $57.4 million for the six months, against $33.0 million a year earlier. Source
Capital spending lower: Purchases of property, plant and equipment were $29.2 million for the six months, against $31.0 million a year earlier. Source
Debt repaid and shares repurchased: Principal payments on bank borrowings were $15.1 million and share repurchases were $3.4 million in the six months. Source
Cash balance higher: Cash and cash equivalents were $327.4 million at June 27, 2025, against $313.9 million at December 27, 2024. Source

Strategy and cost actions

Multi-year growth strategy cited: Management said it intends to deliver innovative products and services that advance its multi-year growth strategy. Source
Expense actions described as underway: Management said its actions to reduce operating expenses are well underway. Source
Share gain and market expansion: Management cited its ability to expand its addressable market and gain share as supporting its growth aim. Source

Legal costs and tax items

Legal costs tied to cyber incident: Legal-related costs of $0.3 million were estimated costs for certain legal proceedings and a cybersecurity incident. Source
GAAP tax expense tied to valuation allowances: The company says GAAP tax expense is generally higher than non-GAAP tax expense, mainly because of U.S. losses with full valuation allowances. Source
Provision amounts on GAAP and non-GAAP bases: The GAAP provision for income taxes was $7.2 million in the quarter, and the non-GAAP provision was $3.4 million. Source

Coming up, as management said on 28 July 2025

Expense benefits expected later this year: Management anticipates realizing the benefits of the operating expense actions later this year. Source
Next-quarter non-GAAP EPS reconciliation not provided: The company said a reconciliation of next-quarter non-GAAP net income per diluted share guidance is not available, due to quarterly changes in the geographic mix of earnings. Source

Figures management reported

Figure	Reported
Gross margin (GAAP, consolidated) Source	15.3%
Gross margin (non-GAAP, consolidated) Source	16.3%
Gross margin (GAAP, products) Source	13.5%
Gross margin (GAAP, services) Source	28.0%

Risks management discussed

Demand: Management cited a highly dynamic environment across its customer base and product portfolio as affecting results. Source
Financial: The quarter includes a noncash goodwill impairment charge, which contributed to the GAAP net loss. Source
Financial: GAAP tax expense is higher than non-GAAP tax expense because of U.S. losses carrying full valuation allowances. Source
Operational: The company recorded estimated legal-related costs tied to certain legal proceedings and a cybersecurity incident. Source

Earlier plans management reported on

Not stated: Management said its expense reduction actions are well underway and expects benefits later this year. Source
Not stated: Management said it is confident in its ability to outperform broader semiconductor industry growth. Source
Not stated: The prior release said management was focused on controlling costs and maximizing business efficiency.

Other quarters

Summarised with AI from the documents the company filed with the SEC. Every point is checked against the filing before it is shown: management’s own words word for word, figures against the line or table row they come from. A point that fails the check is left out. Source opens the filing at that line.

As filed with the SEC

Open the filing on EDGAR

Source: 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

Forward-looking statements notice

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.

	Three Months Ended		Six Months Ended
	June 27, 2025	June 28, 2024	June 27, 2025	June 28, 2024
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share data)
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

	June 27, 2025	December 27, 2024
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)
ASSETS
Current assets:
Cash and cash equivalents	$327.4	$313.9
Accounts receivable, net of allowance for credit losses	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:
UCT stockholders’ equity:
Common stock	0.1	0.1
Additional paid-in capital	568.8	558.4
Common shares held in treasury	(48.4)	(45.0)
Retained earnings	203.4	370.4
Accumulated other comprehensive loss	(4.5)	(10.3)
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

	Six Months Ended
	June 27, 2025	June 28, 2024
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
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 amortization	23.4	22.7
Amortization of intangible assets	14.3	15.3
Stock-based compensation	10.0	8.0
Amortization of debt issuance costs	1.1	1.9
Impairment 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	0.1
Changes 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)	0.7
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 liabilities	11.1	0.5
Other liabilities	(4.0)	1.4
Net cash provided by operating activities	57.4	33.0
Cash flows from investing activities:
Purchases of property, plant and equipment	(29.2)	(31.0)
Proceeds from sale of equipment	0.1	0.1
Net cash used in investing activities	(29.1)	(30.9)
Cash flows from financing activities:
Proceeds from issuance of common stock	1.1	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 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

	GAAP			Non-GAAP
	Three Months Ended			Three Months Ended
	June 27, 2025			June 27, 2025
	Products	Services	Consolidated	Products	Services	Consolidated
ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in millions)
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%
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
				Products	Services	Consolidated
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 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	7.0
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 margin	4.8%	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

	Three Months Ended
	June 27, 2025	June 28, 2024	March 28, 2025
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
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 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	$84.0
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 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	$0.8
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 basis	45.3	45.4	45.4
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE
	Three Months Ended
	June 27, 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 (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 rate	20.0%	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

Contacts
Rhonda Bennetto
SVP Investor Relations rbennetto@uct.com