Ultra Clean Reports Fourth Quarter and Full Year 2025 Financial Results

Rhea-AI Summary

Ultra Clean (Nasdaq: UCTT) reported Q4 2025 revenue of $506.6M and GAAP net loss of $3.3M (Q4 EPS $(0.07)). Full‑year 2025 revenue was $2,054.0M with a GAAP net loss of $(181.2M) or $(4.00) per diluted share, reflecting a $151.1M pre‑tax noncash goodwill impairment.

On a non‑GAAP basis, full‑year net income was $47.7M or $1.05 per diluted share. Q1 2026 revenue guidance is $505M–$545M; non‑GAAP EPS guidance is $0.18–$0.34.

Positive

• Non‑GAAP net income of $47.7M for full year 2025
• Full‑year revenue base of $2,054.0M supports scale
• Q1 2026 revenue guidance of $505M–$545M provides near‑term visibility

Negative

• GAAP net loss of $(181.2M) in 2025
• $151.1M goodwill impairment pre‑tax, noncash charge in 2025
• Non‑GAAP net income declined ~27% from $65.2M to $47.7M

Key Figures

Q4 2025 revenue: $506.6M Q4 2025 GAAP net loss: $(3.3)M Q4 2025 non-GAAP net income: $10.0M +5 more

8 metrics

Q4 2025 revenue $506.6M Fourth quarter 2025 GAAP total revenue

Q4 2025 GAAP net loss $(3.3)M Fourth quarter 2025, $(0.07) per diluted share

Q4 2025 non-GAAP net income $10.0M Fourth quarter 2025, $0.22 per diluted share

FY 2025 revenue $2,054.0M Full year 2025 GAAP total revenue

FY 2025 GAAP net loss $(181.2)M Full year 2025, $(4.00) per diluted share

Goodwill impairment $151.1M Pre-tax noncash charge in FY 2025 results

FY 2025 non-GAAP net income $47.7M Full year 2025, $1.05 per diluted share

Q1 2026 revenue outlook $505M–$545M Guidance for first quarter 2026 revenue range

Market Reality Check

Price: $61.41 Vol: Volume 1,418,230 is 1.25x...

normal vol

$61.41 Last Close

Volume Volume 1,418,230 is 1.25x the 20-day average of 1,135,730, indicating elevated pre‑earnings activity. normal

Technical Shares at $59.15 are trading above the 200-day MA of $27.95 and sit 2.79% below the 52-week high of $60.85.

Peers on Argus

UCTT was up 2.91% pre‑release, while several semiconductor equipment peers also ...

UCTT was up 2.91% pre‑release, while several semiconductor equipment peers also showed gains (e.g., PLAB +2.98%, COHU , AEHR +12.02%). However, no peers appeared in the momentum scanner, and scanner data flags this move as stock‑specific rather than a confirmed sector rotation.

Common Catalyst Only one peer (PLAB) had same‑day news related to earnings logistics, suggesting no broad, shared headline driver.

Previous Earnings Reports

5 past events · Latest: Oct 28 (Neutral)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Oct 28	Q3 2025 earnings	Neutral	-1.9%	Reported Q3 2025 results with modest GAAP loss and maintained non-GAAP profit.
Jul 28	Q2 2025 earnings	Negative	-0.6%	Q2 results included a $151.1M noncash goodwill impairment and large GAAP loss.
Apr 28	Q1 2025 earnings	Negative	-13.9%	Q1 showed softening demand with a small GAAP net loss despite non-GAAP profit.
Apr 03	Q1 2025 call date	Neutral	-14.6%	Announced timing and access details for the upcoming Q1 2025 earnings call.
Feb 24	FY 2024 earnings	Positive	-28.2%	Reported strong 2024 growth and profitability with WFE outperformance and higher capacity.

Pattern Detected

Earnings and related announcements have often coincided with downside moves, especially when results highlighted impairments or softer demand.

Recent Company History

Over the last year, Ultra Clean’s earnings history shows a shift from strong 2024 performance into a more challenging 2025. Q4 and full‑year 2024 results featured revenue of $2,097.6M and GAAP net income of $23.7M, but 2025 quarters brought softening demand and a major $151.1M goodwill impairment. Earnings updates in Q1–Q3 2025 consistently reported net losses on a GAAP basis, with non‑GAAP profitability. Historically, earnings‑tagged releases have often seen negative price reactions.

Historical Comparison

-11.8% avg move · Over the past year, UCTT reported 5 earnings-related releases with an average next-day move of -11.8...

earnings

-11.8%

Average Historical Move earnings

Over the past year, UCTT reported 5 earnings-related releases with an average next-day move of -11.84%, framing expectations for how markets have typically reacted to its financial updates.

Earnings events show a progression from strong, profitable 2024 results toward 2025 quarters marked by softening demand and a large $151.1M goodwill impairment, with non-GAAP profitability partially offsetting GAAP losses.

Market Pulse Summary

This announcement details Q4 and full-year 2025 results showing GAAP losses but continued non‑GAAP p...

Analysis

This announcement details Q4 and full-year 2025 results showing GAAP losses but continued non‑GAAP profitability and a major $151.1M goodwill impairment. Guidance for Q1 2026 revenue of $505M–$545M and non‑GAAP EPS of $0.18–$0.34 frames expectations against prior quarters that also featured softening demand. Investors may track how AI-related demand, margin trends, and future impairment or restructuring charges evolve across upcoming earnings cycles.

Key Terms

non-GAAP, goodwill impairments

2 terms

non-GAAP financial

"Fourth Quarter 2025 Non-GAAP Financial ResultsOn a non-GAAP basis, gross margin..."

Non-GAAP refers to financial measures that companies use to show their earnings or performance without including certain expenses or income that are often added back to give a different picture. It matters because it can make a company's results look better or more favorable, but it may also hide important costs, so investors need to look at both GAAP (official rules) and non-GAAP numbers to get a full understanding.

goodwill impairments financial

"The financial results for fiscal year 2025 reflect a pre-tax, noncash charge of $151.1 million related to goodwill impairments."

Goodwill impairments are an accounting write-down that reduces the recorded value of the extra amount a buyer paid when acquiring another business — think of it like recognizing that a purchased bundle of assets is worth less than originally estimated. For investors, impairments matter because they lower reported assets and can produce a big hit to earnings in the period they’re taken, signaling that past acquisitions didn’t deliver expected value and potentially affecting future returns.

AI-generated analysis. Not financial advice.

HAYWARD, Calif., Feb. 23, 2026 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the fourth quarter and full year ended December 26, 2025.

"UCT delivered fourth quarter results in line with expectations, reflecting disciplined execution in a dynamic operating environment," said James Xiao, CEO. "As AI adoption gains momentum, we are increasing our ramp-readiness initiatives and accelerating the speed of execution worldwide to align with roadmaps and position UCT to support the sustained, multi-year growth anticipated by our customers. With a strong global manufacturing network and a broad, differentiated Products and Services portfolio, UCT is well positioned to capture an outsized share of the many opportunities ahead."

Fourth Quarter 2025 GAAP Financial Results
Total revenue was $506.6 million. Products contributed $442.4 million and Services added $64.2 million. Total gross margin was 15.2%, operating margin was 2.2%, and net loss was $(3.3) million or $(0.07) per diluted share. This compares to total revenue of $510.0 million, gross margin of 16.1%, operating margin of 2.1%, and net loss of $(10.9) million or $(0.24) per diluted share, in the prior quarter.

Fourth Quarter 2025 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 16.1%, operating margin was 4.9%, and net income was $10.0 million or $0.22 per diluted share. This compares to gross margin of 17.0%, operating margin of 5.7%, and net income of $12.9 million or $0.28 per diluted share in the prior quarter.

Full Year 2025 GAAP Financial Results
Total revenue was $2,054.0 million. Products contributed $1,799.3 million and Services added $254.7 million. Total gross margin was 15.7%, operating margin was (5.2)%, and net loss was $(181.2) million or $(4.00) per diluted share. This compares to total revenue of $2,097.6 million, gross margin of 17.0%, operating margin of 4.3%, and net income of $23.7 million or $0.52 per diluted share in the prior year. The financial results for fiscal year 2025 reflect a pre-tax, noncash charge of $151.1 million related to goodwill impairments.

Full Year 2025 Non-GAAP Financial Results
On a non-GAAP basis, the company reported gross margin of 16.5%, operating margin of 5.3%, and net income of $47.7 million or $1.05 per diluted share. This compares to gross margin of 17.5%, operating margin of 6.9%, and net income of $65.2 million or $1.44 per diluted share in the prior year.

First Quarter 2026 Outlook
The Company expects revenue in the range of $505 million to $545 million. The Company expects GAAP diluted net income (loss) per share to be between $(0.13) and $0.03 and non-GAAP diluted net income per share to be between $0.18 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 91919#. 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, legal-related costs, impairment of goodwill, debt refinancing costs, fair value adjustments, VAT settlement, acquisition activity 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				Twelve months ended
	December 26, 2025		December 27, 2024		December 26, 2025		December 27, 2024
(In millions, except per share amounts)
Revenues:
Products	$                  442.4		$                  503.5		$               1,799.3		$               1,853.7
Services	64.2		59.8		254.7		243.9
Total revenues	506.6		563.3		2,054.0		2,097.6
Cost of revenues:
Products	383.0		428.5		1,547.0		1,569.7
Services	46.3		43.0		184.1		171.6
Total cost revenues	429.3		471.5		1,731.1		1,741.3
Gross margin	77.3		91.8		322.9		356.3
Operating expenses:
Research and development	8.8		7.1		32.0		28.3
Sales and marketing	15.7		14.4		61.2		57.3
General and administrative	41.9		44.4		186.0		179.5
Impairment of goodwill	—		—		151.1		—
Total operating expenses	66.4		65.9		430.3		265.1
Income (loss) from operations	10.9		25.9		(107.4)		91.2
Interest income	0.9		0.9		3.9		4.8
Interest expense	(8.4)		(10.7)		(38.3)		(46.5)
Other income (expense), net	(1.4)		8.4		(3.9)		17.7
Income (loss) before provision for income taxes	2.0		24.5		(145.7)		67.2
Provision for income tax	2.6		4.5		25.9		32.7
Net income (loss)	(0.6)		20.0		(171.6)		34.5
Less: Net income attributable to noncontrolling interests	2.7		3.7		9.6		10.8
Net income (loss) attributable to UCT	$                     (3.3)		$                    16.3		$                (181.2)		$                    23.7
Net income (loss) per share attributable to UCT common stockholders:
Basic	$                  (0.07)		$                    0.36		$                  (4.00)		$                    0.53
Diluted	$                  (0.07)		$                    0.36		$                  (4.00)		$                    0.52
Shares used in computing net income (loss) per share:
Basic	45.4		45.1		45.3		44.9
Diluted	45.4		45.4		45.3		45.3

 

ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)
	December 26, 2025		December 27, 2024
ASSETS
Current assets:
Cash and cash equivalents	$                  311.8		$                  313.9
Accounts receivable, net of allowance for credit losses	208.8		241.1
Inventories	390.9		381.0
Prepaid expenses and other current assets	48.2		34.1
Total current assets	959.7		970.1
Property, plant and equipment, net	324.6		325.9
Goodwill	114.2		265.3
Intangible assets, net	156.8		184.9
Deferred tax assets, net	3.5		3.1
Operating lease right-of-use assets	157.2		161.0
Other non-current assets	13.0		9.6
Total assets	$               1,729.0		$               1,919.9
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$                      9.9		$                    16.0
Accounts payable	194.9		212.5
Accrued compensation and related benefits	51.1		50.1
Operating lease liabilities	20.2		18.6
Other current liabilities	24.6		38.4
Total current liabilities	300.7		335.6
Bank borrowings, net of current portion	467.0		476.5
Deferred tax liabilities	13.8		16.1
Operating lease liabilities	156.6		149.2
Other liabilities	6.8		6.7
Total liabilities	944.9		984.1
Equity:
UCT stockholders' equity:
Common stock	0.1		0.1
Additional paid-in capital	578.7		558.4
Common shares held in treasury	(48.4)		(45.0)
Retained earnings	189.2		370.4
Accumulated other comprehensive loss	(8.6)		(10.3)
Total UCT stockholders' equity	711.0		873.6
Noncontrolling interests	73.1		62.2
Total equity	784.1		935.8
Total liabilities and equity	$               1,729.0		$               1,919.9

 

ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
	Twelve months ended
	December 26, 2025		December 27, 2024
(In millions)
Cash flows from operating activities:
Net income (loss)	$                (171.6)		$                    34.5
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	47.9		45.7
Amortization of intangible assets	28.1		30.4
Stock-based compensation	19.2		17.4
Amortization of debt issuance costs	2.7		3.0
Impairment of goodwill	151.1		—
Loss (gain) on sale of property, plant and equipment	0.7		1.2
Change in the fair value of financial instruments	(0.1)		(29.2)
Deferred income taxes	(2.7)		(3.0)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	32.3		(60.3)
Inventories	(9.9)		(6.5)
Prepaid expenses and other current assets	(8.3)		(3.2)
Other non-current assets	(1.9)		1.3
Accounts payable	(17.6)		26.4
Accrued compensation and related benefits	1.0		2.4
Income taxes payable	(13.5)		1.0
Operating lease assets and liabilities	12.9		2.6
Other liabilities	(4.7)		1.3
Net cash provided by operating activities	65.6		65.0
Cash flows from investing activities:
Purchases of property, plant and equipment	(50.3)		(63.5)
Other investing activities	3.3		—
Net cash used in investing activities	(47.0)		(63.5)
Cash flows from financing activities:
Proceeds from bank borrowings	59.3		67.7
Extinguishment of bank borrowings	(59.3)		(44.2)
Proceeds from issuance of common stock	2.2		2.0
Principal payments on bank borrowings	(18.2)		(10.2)
Payment of debt issuance costs	(0.6)		(2.5)
Employees' taxes paid upon vesting of restricted stock units	(1.1)		(2.5)
Payments of dividends to a joint venture shareholder	(0.1)		(0.5)
Repurchase of shares	(3.4)		—
Net cash provided by (used in) financing activities	(21.2)		9.8
Effect of exchange rate changes on cash and cash equivalents	0.5		(4.4)
Net increase (decrease) in cash and cash equivalents	(2.1)		6.9
Cash and cash equivalents at beginning of period	313.9		307.0
Cash and cash equivalents at end of period	$                  311.8		$                  313.9

 

ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in millions)
	GAAP						Non-GAAP
	Three Months Ended						Three Months Ended
	December 26, 2025						December 26, 2025
	Products		Services		Consolidated		Products		Services		Consolidated
Revenues	$    442.4		$      64.2		$         506.6		$  442.4		$  64.2		$         506.6
Gross profit	$      59.4		$      17.9		$           77.3		$    62.5		$  19.1		$           81.6
Gross margin	13.4 %		27.8 %		15.2 %		14.1 %		29.7 %		16.1 %
Income from operations	$        6.7		$        4.2		$           10.9		$    17.1		$    7.9		$           25.0
Operating margin	1.5 %		6.6 %		2.2 %		3.9 %		12.4 %		4.9 %
							Three Months Ended
							December 26, 2025
							Products		Services		Consolidated
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis							$    59.4		$  17.9		$           77.3
Amortization of intangible assets (1)							1.2		1.0		2.2
Stock-based compensation expense (2)							0.3		—		0.3
Restructuring charges (3)							1.6		0.2		1.8
Non-GAAP gross profit							$    62.5		$  19.1		$           81.6
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis							13.4 %		27.8 %		15.2 %
Amortization of intangible assets (1)							0.3 %		1.6 %		0.4 %
Stock-based compensation expense (2)							0.1 %		— %		0.1 %
Restructuring charges (3)							0.3 %		0.3 %		0.4 %
Non-GAAP gross margin							14.1 %		29.7 %		16.1 %
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis							$      6.7		$    4.2		$           10.9
Amortization of intangible assets (1)							4.0		2.9		6.9
Stock-based compensation expense (2)							4.3		0.6		4.9
Restructuring charges (3)							1.4		0.2		1.6
Legal-related costs (4)							0.7		—		0.7
Non-GAAP income from operations							$    17.1		$    7.9		$           25.0
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis							1.5 %		6.6 %		2.2 %
Amortization of intangible assets (1)							0.9 %		4.5 %		1.3 %
Stock-based compensation expense (2)							1.0 %		1.0 %		1.0 %
Restructuring charges (3)							0.3 %		0.3 %		0.3 %
Legal-related costs (4)							0.2 %		— %		0.1 %
Non-GAAP operating margin							3.9 %		12.4 %		4.9 %
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 severance, retention and costs related to facility closures
4    Represents estimated costs related to certain legal proceedings

 

ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
	Three Months Ended						Twelve months ended
	December 26, 2025		December 27, 2024		September 26, 2025		December 26, 2025		December 27, 2024
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (in millions)
Reported net income (loss) attributable to UCT on a GAAP basis	$           (3.3)		$           16.3		$         (10.9)		$       (181.2)		$           23.7
Amortization of intangible assets (1)	6.9		7.5		6.9		28.1		30.4
Stock-based compensation expense (2)	4.9		4.7		4.6		19.2		17.8
Restructuring charges (3)	1.6		—		7.1		17.1		2.3
Legal-related costs (4)	0.7		1.1		0.2		1.9		2.7
Impairment of goodwill (5)	—		—		—		151.1		—
Debt refinancing costs expensed (6)	—		0.4		1.1		1.1		4.0
Fair value related adjustments (7)	—		(7.1)		—		(0.1)		(29.1)
VAT settlement (8)	—		—		(0.2)		(0.2)		—
Acquisition related costs (9)	—		—		—		—		1.0
Income tax effect of non-GAAP adjustments (10)	(3.0)		(1.0)		(4.5)		(45.8)		(6.1)
Income tax effect of valuation allowance (11)	2.2		1.0		8.6		56.5		18.5
Non-GAAP net income attributable to UCT	$           10.0		$           22.9		$           12.9		$           47.7		$           65.2
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis	$           10.9		$           25.9		$           10.6		$       (107.4)		$           91.2
Amortization of intangible assets (1)	6.9		7.5		6.9		28.1		30.4
Stock-based compensation expense (2)	4.9		4.7		4.6		19.2		17.8
Restructuring charges (3)	1.6		—		7.1		17.1		2.3
Legal-related costs (4)	0.7		1.1		0.2		1.9		2.7
Impairment of goodwill (5)	—		—		—		151.1		—
VAT settlement (8)	—		—		(0.2)		(0.2)		—
Acquisition related costs (9)	—		—		—		—		1.0
Non-GAAP income from operations	$           25.0		$           39.2		$           29.2		$         109.8		$         145.4
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis	2.2 %		4.6 %		2.1 %		(5.2) %		4.3 %
Amortization of intangible assets (1)	1.3 %		1.3 %		1.3 %		1.4 %		1.4 %
Stock-based compensation expense (2)	1.0 %		0.9 %		0.9 %		0.9 %		0.9 %
Restructuring charges (3)	0.3 %		— %		1.4 %		0.8 %		0.1 %
Legal-related costs (4)	0.1 %		0.2 %		0.0 %		0.1 %		0.1 %
Impairment of goodwill (5)	— %		— %		— %		7.3 %		— %
VAT settlement (8)	— %		— %		0.0 %		0.0 %		— %
Acquisition related costs (9)	— %		— %		— %		— %		0.1 %
Non-GAAP operating margin	4.9 %		7.0 %		5.7 %		5.3 %		6.9 %
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis	$           77.3		$           91.8		$           82.2		$         322.9		$         356.3
Amortization of intangible assets (1)	2.2		2.3		2.3		9.1		9.1
Stock-based compensation expense (2)	0.3		0.4		0.5		1.4		1.9
Restructuring charges (3)	1.8		—		2.1		6.3		0.3
VAT settlement (8)	—		—		(0.2)		(0.2)		—
Non-GAAP gross profit	$           81.6		$           94.5		$           86.9		$         339.5		$         367.6
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis	15.2 %		16.3 %		16.1 %		15.7 %		17.0 %
Amortization of intangible assets (1)	0.4 %		0.4 %		0.4 %		0.4 %		0.4 %
Stock-based compensation expense (2)	0.1 %		0.1 %		0.1 %		0.1 %		0.1 %
Restructuring charges (3)	0.4 %		— %		0.4 %		0.3 %		0.0 %
VAT settlement (8)	— %		— %		— %		0.0 %		— %
Non-GAAP gross margin	16.1 %		16.8 %		17.0 %		16.5 %		17.5 %
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	$           (1.4)		$             8.4		$           (1.2)		$           (3.9)		$           17.7
Debt refinancing costs expensed (6)	—		0.4		1.1		1.1		4.0
Fair value related adjustments (7)	—		(7.1)		—		(0.1)		(29.1)
Non-GAAP Other income (expense), net	$           (1.4)		$             1.7		$           (0.1)		$           (2.9)		$           (7.4)
Reconciliation of GAAP Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted Share
Reported net income (loss) on a GAAP basis	$         (0.07)		$           0.36		$         (0.24)		$         (4.00)		$           0.52
Amortization of intangible assets (1)	0.15		0.17		0.15		0.62		0.67
Stock-based compensation expense (2)	0.11		0.10		0.10		0.42		0.39
Restructuring charges (3)	0.03		—		0.16		0.38		0.05
Legal-related costs (4)	0.02		0.03		—		0.04		0.06
Impairment of goodwill (5)	—		—		—		3.32		—
Debt refinancing costs expensed (6)	—		0.01		0.02		0.02		0.09
Fair value related adjustments (7)	—		(0.16)		—		(0.00)		(0.64)
VAT settlement (8)	—		—		(0.00)		(0.00)		—
Acquisition related costs (9)	—		—		—		—		0.02
Income tax effect of non-GAAP adjustments (10)	(0.07)		(0.02)		(0.10)		(1.01)		(0.13)
Income tax effect of valuation allowance (11)	0.05		0.02		0.19		1.24		0.41
Impact of dilutive shares	—		—		—		0.02		—
Non-GAAP net earnings	$           0.22		$           0.51		$           0.28		$           1.05		$           1.44
Weighted average number of diluted shares (in millions) on a non-GAAP basis	45.8		45.4		45.6		45.5		45.3
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE
	Three Months Ended						Twelve months ended
	December 26, 2025		December 27, 2024		September 26, 2025		December 26, 2025		December 27, 2024
Provision for income taxes on a GAAP basis	$             2.6		$             4.5		$             8.7		$           25.9		$           32.7
Income tax effect of non-GAAP adjustments (10)	3.0		1.0		4.5		45.8		6.1
Income tax effect of valuation allowance (11)	(2.2)		(1.0)		(8.6)		(56.5)		(18.5)
Non-GAAP provision for income taxes	$             3.4		$             4.5		$             4.6		$           15.2		$           20.3
Income before income taxes on a GAAP basis	$             2.0		$           24.5		$             0.6		$       (145.7)		$           67.2
Amortization of intangible assets (1)	6.9		7.5		6.9		28.1		30.4
Stock-based compensation expense (2)	4.9		4.7		4.6		19.2		17.8
Restructuring charges (3)	1.6		—		7.1		17.1		2.3
Legal-related costs (4)	0.7		1.1		0.2		1.9		2.7
Impairment of goodwill (5)	—		—		—		151.1		—
Debt refinancing costs expensed (6)	—		0.4		1.1		1.1		4.0
Fair value related adjustments (7)	—		(7.1)		—		(0.1)		(29.1)
VAT settlement (8)	—		—		(0.2)		(0.2)		—
Acquisition related costs (9)	—		—		—		—		1.0
Non-GAAP income before income taxes	16.1		31.1		20.3		72.5		96.3
Effective income tax rate on a GAAP basis	130.0 %		18.4 %		1450.0 %		(17.8) %		48.7 %
Non-GAAP effective income tax rate	21.0 %		14.5 %		22.7 %		21.0 %		21.1 %

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 severance, retention and costs related to facility closures

4    Represents estimated costs related to certain legal proceedings

5    Represents non-cash charges related to the impairment of goodwill

6    Represents the third party transaction costs related to the amended credit agreement and the previously capitalized costs of extinguished debt

7    Fair value adjustments related to contingent consideration

8    Represents impact of value added tax ruling

9    Represents acquisition activity costs

10    Tax effect of items (1) through (9) above based on the non-GAAP tax rate

11    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

 

ULTRA CLEAN HOLDINGS, INC.
Revised Historical Non-GAAP Financial Information
Revised Historical Reconciliations (1)
	Q1 2024		Q2 2024		Q3 2024		Q4 2024		Full Year 2024		Q1 2025		Q2 2025		Q3 2025		Q4 2025		Full Year 2025
Non-GAAP net income reconciliation (in millions) (2)
GAAP Net income (loss)	$(9.4)		$19.1		$(2.3)		$16.3		$23.7		$(5.0)		$(162.0)		$(10.9)		$(3.3)		$(181.2)
Amortization of intangible assets	7.7		7.6		7.6		7.5		30.4		7.3		7.0		6.9		6.9		28.1
Stock-based compensation expense	3.9		4.7		4.5		4.7		17.8		2.6		7.1		4.6		4.9		19.2
Restructuring charges	1.8		0.5		0.3		—		2.3		3.6		4.8		7.1		1.6		17.1
Legal-related costs	—		—		1.3		1.1		2.7		0.7		0.3		0.2		0.7		1.9
Impairment of goodwill	—		—		—		—		—		—		151.1		—		—		151.1
Debt refinancing costs expensed	—		3.6		—		0.4		4.0		—		—		1.1		—		1.1
Fair value related adjustments	1.3		(24.1)		0.8		(7.1)		(29.1)		(0.1)		—		—		—		(0.1)
VAT Settlement	—		—		—		—		—		—		—		(0.2)		—		(0.2)
Acquisition related costs	0.3		—		0.6		—		1.0		—		—		—		—		—
Income tax effect of non-GAAP adjustments	(3.0)		1.9		(4.1)		(1.0)		(6.1)		(2.8)		(34.1)		(4.5)		(3.0)		(44.4)
Income tax effect of valuation allowance	9.5		1.1		7.2		1.0		18.5		6.4		37.9		8.6		2.2		55.1
Non-GAAP net income - AS REPORTED	$12.1		$14.4		$15.9		$22.9		$65.2		$12.7		$12.1		$12.9		$10.0		$47.7
Adjust for unrealized foreign exchange:
Unrealized (gain) loss on foreign exchange	(0.1)		0.3		7.0		(4.5)		2.7		(2.7)		3.7		(2.4)		1.1		(0.3)
Income taxes (3)	0.0		(0.1)		(1.5)		1.0		(0.6)		0.6		(0.8)		0.5		(0.2)		0.1
Non-GAAP net income - AS ADJUSTED	$12.0		$14.6		$21.4		$19.4		$67.3		$10.6		$15.0		$11.0		$10.9		$47.5
Non-GAAP earnings per diluted share - AS REPORTED	$0.27		$0.32		$0.35		$0.51		$1.44		$0.28		$0.27		$0.28		$0.22		$1.05
Impact from unrealized (gain) loss on foreign exchange (after tax)	(0.00)		0.00		0.12		(0.08)		0.05		(0.05)		0.06		(0.04)		0.02		(0.01)
Non-GAAP earnings per diluted share - AS ADJUSTED	$0.27		$0.32		$0.47		$0.43		$1.49		$0.23		$0.33		$0.24		$0.24		$1.04
Weighted average number of diluted shares (in millions) on a non-GAAP basis	45.1		45.4		45.5		45.4		45.3		45.4		45.3		45.6		45.8		45.5

1    This information provides revised reconciliations of non-GAAP net income and non-GAAP EPS to the financial information presented in our consolidated condensed statements of operations. UCT has determined that it is appropriate to exclude the impact of unrealized foreign exchange gains and losses from its non-GAAP measures, including non-GAAP net income and non-GAAP EPS. We believe that excluding these non-cash, non-operational impacts from our non-GAAP financial measures provides a more transparent and consistent measure of our core operating performance across reporting periods. Accordingly, this schedule provides revised reconciliations to these non-GAAP measures that exclude the respective unrealized foreign exchange gains and losses for fiscal years 2024 and 2025 and each quarterly reporting period therein. The "As Reported" lines reflect the respective non-GAAP measures as originally reported. The "As Adjusted" lines reflect the results of adjustments to exclude unrealized foreign exchange gains and losses for all periods presented.

Going forward, we intend to exclude the impact of unrealized foreign exchange gains and losses from our non-GAAP financial measures, commencing with the first quarter of 2026.

2    This information provides non-GAAP net income and non-GAAP EPS, which are non-GAAP financial measures. Management believes that both measures—which add back amortization of intangible assets, stock-based compensation, restructuring charges, legal-related costs, impairment of goodwill, debt refinancing costs, fair value adjustments, VAT settlement, acquisition-related costs, and the tax effects of the foregoing adjustments—provide additional useful information to investors regarding the Company's ongoing financial condition and results of operations. The "As Reported" lines reflect the respective non-GAAP measures as originally reported. The "As Adjusted" lines reflect the results of adjustments to exclude unrealized foreign exchange gains and losses for all periods presented.

3    Income tax adjustments reflect the tax effect of unrealized (gain) loss on foreign exchange based on the annual non-GAAP tax rate of 21.1% for fiscal year 2024 and 21.0% for fiscal year 2025.

 

 

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SOURCE Ultra Clean Holdings, Inc.

FAQ

What were Ultra Clean (UCTT) fourth quarter 2025 results?

UCTT reported Q4 2025 revenue of $506.6M and a GAAP net loss of $3.3M. According to the company, Q4 non‑GAAP net income was $10.0M and non‑GAAP EPS was $0.22, with gross margin 16.1% on a non‑GAAP basis.

Why did Ultra Clean (UCTT) record a large GAAP loss in 2025?

The GAAP loss mainly reflects a noncash goodwill impairment of $151.1M. According to the company, that pre‑tax charge drove the full‑year GAAP net loss of $181.2M, substantially reducing reported 2025 GAAP earnings.

How did Ultra Clean (UCTT) perform on a non‑GAAP basis for full year 2025?

On a non‑GAAP basis, UCTT reported net income of $47.7M and EPS of $1.05. According to the company, non‑GAAP gross margin was 16.5% and operating margin was 5.3% for 2025.

What is Ultra Clean (UCTT) guidance for Q1 2026 revenue and EPS?

UCTT expects Q1 2026 revenue of $505M to $545M and non‑GAAP EPS $0.18 to $0.34. According to the company, GAAP diluted net income (loss) per share is expected between $(0.13) and $0.03.

How did Ultra Clean (UCTT) split Products and Services revenue in 2025?

For full year 2025, Products revenue was $1,799.3M and Services revenue was $254.7M. According to the company, Products comprised the majority of total revenue of $2,054.0M for the year.

When and how can investors access Ultra Clean (UCTT) earnings call replay?

The earnings call replay is available by phone and webcast following the live event. According to the company, the call occurred Feb 23, 2026 at 1:45 p.m. PT and a replay can be accessed via the investor relations website and provided phone numbers.