What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-06 compared with 2024-11-05 · 70 added, 121 removed, 323 unchanged (37% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

September 27,

2025 December 27,

43 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Three Months Ended

2025 March 29,

Net sales $ 244,465 $ 201,383

22 unchanged sentences

(in thousands, except share amounts)

For the three months ending September 27, 2024 Ordinary Shares Additional

Capital Treasury

Shares Retained

Earnings Total

Shareholders'

Shares Amount Shares Amount

Balance at June 28, 2024 33,629,331 $ 3 $ 595,881 4,437,439 $ ( 91,578 ) $ 190,570 $ 694,876

Ordinary shares issued from exercise of stock options 7,309 — 170 — — — 170

Ordinary shares issued from vesting of restricted share units 43,290 — ( 953 ) — — — ( 953 )

Ordinary shares issued from employee share purchase plan 44,987 — 1,286 — — — 1,286

Share-based compensation expense — — 4,672 — — — 4,672

Net loss — — — — — ( 2,776 ) ( 2,776 )

Balance at September 27, 2024 33,724,917 $ 3 $ 601,056 4,437,439 $ ( 91,578 ) $ 187,794 $ 697,275

For the three months ending September 29, 2023 Ordinary Shares Additional

Capital Treasury

Shares Retained

Earnings Total

Shareholders'

Shares Amount Shares Amount

Balance at June 30, 2023 29,241,561 $ 3 $ 441,883 4,437,439 $ ( 91,578 ) $ 226,995 $ 577,303

Ordinary shares issued from exercise of stock options 90,247 — 1,602 — — — 1,602

Ordinary shares issued from vesting of restricted share units 43,580 — ( 553 ) — — — ( 553 )

Share-based compensation expense — — 4,752 — — — 4,752

Net loss — — — — — ( 10,425 ) ( 10,425 )

Balance at September 29, 2023 29,375,388 $ 3 $ 447,684 4,437,439 $ ( 91,578 ) $ 216,570 $ 572,679

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

For the nine months ending September 27, 2024 Ordinary Shares Additional

For the three months ending March 28, 2025 Ordinary Shares Additional

Capital Treasury

4 unchanged sentences

Balance at December 27, 2024 33,859,542 $ 3 $ 606,060 4,437,439 $ ( 91,578 ) $ 183,851 $ 698,336

Ordinary shares issued, net of transaction costs 3,833,334 — 136,738 — — — 136,738

Ordinary shares issued from exercise of stock options 137,080 — 3,404 — — — 3,404

3 unchanged sentences

Net loss — — — — — ( 4,559 ) ( 4,559 )

Balance at September 27, 2024 33,724,917 $ 3 $ 601,056 4,437,439 $ ( 91,578 ) $ 187,794 $ 697,275

For the nine months ending September 29, 2023 Ordinary Shares Additional

Balance at March 28, 2025 34,113,204 $ 3 $ 612,644 4,437,439 $ ( 91,578 ) $ 179,292 $ 700,361

For the three months ending March 29, 2024 Ordinary Shares Additional

Capital Treasury

4 unchanged sentences

Balance at December 29, 2023 29,435,398 $ 3 $ 451,581 4,437,439 $ ( 91,578 ) $ 204,671 $ 564,677

Ordinary shares issued, net of transaction costs 3,833,334 136,738 — 136,738

Ordinary shares issued from exercise of stock options 110,950 — 2,753 — — — 2,753

3 unchanged sentences

Net loss — — — — — ( 8,989 ) ( 8,989 )

Balance at September 29, 2023 29,375,388 $ 3 $ 447,684 4,437,439 $ ( 91,578 ) $ 216,570 $ 572,679

Balance at March 29, 2024 33,467,846 $ 3 $ 593,125 4,437,439 $ ( 91,578 ) $ 195,682 $ 697,232

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(in thousands)

Nine Months Ended

September 27,

2024 September 29,

Three Months Ended

2025 March 29,

Cash flows from operating activities:

22 unchanged sentences

Repayments on term loan ( 1,875 ) ( 1,875 )

Net cash provided by (used in) financing activities 19,362 ( 17,356 )

Net increase (decrease) in cash 36,492 ( 10,537 )

Net cash provided by financing activities 116 21,855

Net increase in cash 612 22,169

Cash at beginning of period 108,669 79,955

21 unchanged sentences

References to 2025 and 2024 relate to the fiscal years then ended, respectively.

The three-month periods ended September 27, 2024 and September 29, 2023 are each 13 weeks.

References to the third quarter of 2024 and 2023 relate to the three-month periods then ended .

The three-month periods ended March 28, 2025 and March 29, 2024 are each 13 weeks.

References to the first quarter of 2025 and 2024 relate to the three-month periods then ended, respectively .

Use of Estimates

27 unchanged sentences

We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented herein .

Public Offering of Shares

In March 2024, we completed an underwritten public offering of 3.8 million ordinary shares, which included the exercise in full of the underwriters' option to purchase additional ordinary shares.

We received net proceeds from the offering of approximately $ 136.7 million, after deducting the underwriting discount of $ 1.59 per share and incremental offering expenses of $ 0.9 million.

Accounting Pronouncements Recently Issued

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280).

Accounting Pronouncements Recently Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards updated (“ASU”) 2023-07, Improvements to Reportable Segment Disclosures (Topic 280).

This ASU updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses.

1 unchanged sentence

The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted, and requires retrospective application to all prior periods prese nted in the financial statements.

We are currently evaluating the ASU's impact on the required disclosures.

The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all prior periods presented in the financial statements.

We adopted this ASU in the fourth quarter of 2024 for the annual period ended December 27, 2024, and it did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Recently Issued

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740).

4 unchanged sentences

We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40).

The ASU requires disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the financial statements.

In addition, it requires disclosure of selling expenses and its definition.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The guidance can be applied either prospectively or retrospectively.

We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.

Note 2 – Inventories

Inventories consist of the following:

September 27,

2025 December 27,

6 unchanged sentences

Property and equipment consist of the following:

September 27,

2025 December 27,

8 unchanged sentences

Total property and equipment, net $ 103,372 $ 94,867

Depreciation expense was $ 5.2 million and $ 4.9 million for the third quarter of 2024 and 2023, respectively.

Depreciation expense was $ 15.6 million and $ 13.7 million for the nine months ended September 27, 2024 and September 29, 2023, respectively.

Depreciation expense was $ 5.6 million and $ 5.2 million for the first quarter of 2025 and 2024, respectively.

Cloud Computing Implementation Costs

2 unchanged sentences

To date, these costs have been those incurred to implement a new company-wide enterprise resource planning system.

The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 10.0 million and $ 8.1 million as of September 27, 2024 and December 29, 2023, respectively, and is included in other noncurrent assets on our consolidated balance sheets.

The related amortization expense, which is included in selling, general, and administrative expense on our consolidated statements of operations, was $ 0.3 million and $ 0.3 million for the third quarter of 2024 and 2023, respectively, and $ 0.8 million and $ 0.8 million for the nine months ended September 27, 2024 and September 29, 2023, respectively.

The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 13.7 million and $ 11.2 million as of March 28, 2025 and December 27, 2024, respectively, and is included in other noncurrent assets on our consolidated balance sheets.

The related amortization expense, which is included in selling, general, and administrative expenses on our consolidated statements of operations, was $ 0.4 million and $ 0.3 million for the first quarter of 2025 and 2024, respectively.

Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:

September 27, 2024

March 28, 2025

Gross value Accumulated

19 unchanged sentences

As such, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

We lease facilities under non-cancelable operating leases that expire at various dates during the years 2024 through 2031.

We lease facilities under non-cancelable operating leases that expire at various dates from 2025 through 2037.

In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes.

1 unchanged sentence

The components of lease expense are as follows:

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Three Months Ended

2025 March 29,

Operating lease cost $ 2,745 $ 2,492

Supplemental cash flow information related to leases is as follows:

Nine Months Ended

September 27,

2024 September 29,

Three Months Ended

2025 March 29,

Cash paid for amounts included in the measurement of lease liabilities:

1 unchanged sentence

Supplemental balance sheet information related to leases is as follows:

September 27,

2025 December 27,

1 unchanged sentence

Weighted-average discount rate of operating leases 4.8 % 4.7 %

Future minimum lease payments under non-cancelable leases are as follows as of September 27, 2024:

Future minimum lease payments under non-cancelable leases are as follows as of March 28, 2025:

2025, remaining $ 8,631

3 unchanged sentences

Total lease liabilities $ 43,041

Less current portion $ ( 11,409 )

Total lease liabilities, less current portion $ 31,632

Note 6 – Income Taxes

Income tax information for the periods reported is as follows:

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Three Months Ended

2025 March 29,

Income tax expense $ 1,660 $ 913

1 unchanged sentence

Effective income tax rate ( 57.3 ) % ( 11.3 ) %

Our effective tax rate for the three and nine months ended September 27, 2024 differs from the statutory rate primarily due to taxes on foreign income that differs from the U.S.

tax rate, including a tax holiday in Singapore from which we will benefit through 2026, and a valuation allowance against U.S.

Our effective tax rate for the three months ended March 28, 2025 differs from the statutory rate primarily due to taxes on foreign income that differs from the U.S.

tax rate, including an accrual for the OECD's Global Anti-Base Erosion OECD Model Rules ("Pillar Two") taxes, the impact of stock option exercises and the impact of a valuation allowance against U.S.

deferred tax assets.

Our effective tax rate for the three and nine months ended September 29, 2023 differs from the statutory rate primarily due to a valuation allowance recorded against our U.S.

federal and state deferred tax assets, as well as taxes on foreign income that differ from the U.S.

tax rate, including a tax holiday in Singapore from which we will benefit through 2026.

We recorded an $ 11.1 million valuation allowance in the second quarter of 2023 based on an assessment of available positive and negative evidence, including an estimate of being in a three-year cumulative loss position in the U.S.

by the end of 2023, projections of future taxable income, and other quantitative and qualitative information.

We intend to maintain a full valuation allowance on our U.S.

federal and state net deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of the valuation allowance.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $ 4.4 million as of September 27, 2024, of which $ 0.5 million relates to estimated interest and penalties.

Pillar Two taxes primarily impact our Singapore operations, wherein we were granted and currently participate in a tax holiday expiring in 2026.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $ 4.0 million as of March 28, 2025.

The related interest was insignificant, and the related penalties were $ 0.6 million.

The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant.

As of September 27, 2024, we were under examination by California tax authorities.

As of March 28, 2025, we were under examination by California tax authorities for fiscal years 2020-2022.

Note 7 – Employee Benefit Programs

2 unchanged sentences

Eligible employees receive a discretionary matching contribution equal to 50 % of a participant’s deferral, up to an annual matching maximum of 4 % of a participant’s annual compensation.

Matching contributions were $ 0.6 million and $ 0.7 million for the third quarter of 2024 and 2023, respectively, and $ 2.0 million and $ 2.2 million for the nine months ended September 27, 2024 and September 29, 2023, respectively.

Matching contributions were $ 0.8 million and $ 0.7 million for the first quarter of 2025 and 2024, respectively.

Note 8 – Long-Term Debt

Long‑term debt consists of the following:

September 27,

2025 December 27,

6 unchanged sentences

Total long-term debt, less current portion, net $ 119,264 $ 121,023

On October 29, 2021, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders under the agreement.

On October 29, 2021, we entered into an amended and restated credit agreement, which includes a group of financial institutions as direct lenders under the agreement that was subsequently amended on September 30, 2024 (the "credit agreement").

The credit agreement includes a $ 150.0 million term loan facility and a $ 250.0 million revolving credit facility (together, “credit facilities”).

Term loan principal payments of $ 1.9 million are due on a quarterly basis.

The credit facilities mature, and amounts due thereunder become payable, on October 29, 2026.

As of September 27, 2024, i nterest is charged at either the Base Rate or the Bloomberg Short-Term Bank Yield (“BSBY”) Rate (as such terms are defined in the credit agreement) at our option, plus an applicable margin.

The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5 %, or iii) the BSBY Rate plus 1.00 %.

The BSBY Rate is equal to BSBY for a particular tenor matching the respective interest period.

The applicable margin on Base Rate and BSBY Rate loans is 0.375 % to 1.375 % and 1.375 % to 2.375 % per annum, respectively, depending on our leverage ratio, which is based on trailing 12-month Consolidated EBITDA, as defined in our credit agreement.

The credit agreement matures on October 29, 2026.

As of March 28, 2025, i nterest is charged at either the Base Rate or SOFR (as such terms are defined in the credit agreement) at our option, plus an applicable margin.

The Base Rate is equal to the higher of i) the Prime Rate, ii) the Federal Funds Rate plus 0.5 %, or iii) SOFR plus 1.00 %.

The applicable margin on Base Rate and SOFR loans is 0.375 % to 1.375 % and 1.375 % to 2.375 % per annum, respectively, depending on our leverage ratio, which is based on trailing 12-month consolidated EBITDA, as defined in our credit agreement.

We are also charged a commitment fee of 0.175 % to 0.350 %, depending on our leverage ratio, on the unused portion of our revolving credit facility.

Base Rate interest payments and commitment fees are due quarterly.

BSBY Rate interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than three months.

As of September 27, 2024, our credit facilities bore interest under the BSBY rate option at 7.19 %.

SOFR interest payments are due on the last day of the applicable interest period, or quarterly for applicable interest periods longer than three months.

As of March 28, 2025, our credit facilities bore interest under the SOFR option at 6.06 %.

Note 9 – Share‑Based Compensation

5 unchanged sentences

Shares withheld are not reflected as an issuance of ordinary shares within our consolidated statements of shareholders’ equity, as the shares are never issued, and the associated tax payments are reflected as financing activities within our consolidated statements of cash flows.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 4.7 million and $ 4.8 million for the third quarter of 2024 and 2023, respectively, and $ 11.0 million and $ 12.7 million for the nine months ended September 27, 2024 and September 29, 2023, respectively.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 4.1 million and $ 2.4 million for the first quarter of 2025 and 2024, respectively.

Stock Options

8 unchanged sentences

Forfeited or expired — $ —

Outstanding, September 27, 2024 431,884 $ 24.30 1.2 years $ 3,285

Exercisable, September 27, 2024 431,884 $ 24.30 1.2 years $ 3,285

Outstanding, March 28, 2025 228,005 $ 23.95 1.4 years $ 157

Exercisable, March 28, 2025 228,005 $ 23.95 1.4 years $ 157

Restricted Share Units

9 unchanged sentences

Forfeited ( 27,145 ) ( 11,974 ) ( 8,497 ) $ 29.93

Unvested, September 27, 2024 1,096,554 178,610 201,841 $ 33.68

Unvested, March 28, 2025 935,453 143,486 149,153 $ 34.69

Employee Share Purchase Plan

2 unchanged sentences

Shares are purchased on the last day of the purchase period.

As of September 27, 2024, approximately 2.1 million ordinary shares remain available for purchase under the 2017 ESPP.

As of March 28, 2025, approximately 2.1 million ordinary shares remain available for purchase under the 2017 ESPP.

Note 10 – Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share and a reconciliation of the numerator and denominator used in the calculation:

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Three Months Ended

2025 March 29,

Net loss $ ( 4,559 ) $ ( 8,989 )

10 unchanged sentences

Note 11 – Segment Information

Our CODM, the Chief Executive Officer, reviews our results of operations on a consolidated level, and executive staff is structured by function rather than by product category.

Additionally, key resources, decisions, and assessment of performance are analyzed at a company‑wide level.

Therefore, we operate in one operating segment.

Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore and Malaysia and, to a lesser degree, Scotland, Korea, and Mexico.

We operate as a single business operating segment, which includes all activities related to the design, engineering, and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment.

Accordingly, we report as one operating segment.

The determination of a single business operating segment is consistent with the consolidated financial information regularly provided to our CODM.

The consolidated financial information provided to our CODM does not contain significant disaggregated expenses outside of what is already disclosed in our statements of operations and notes thereto included in these consolidated financial statements.

Our CODM is our Chief Executive Officer, and the CODM reviews and evaluates consolidated net income for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Foreign operations are conducted primarily through our wholly owned subsidiaries in Singapore, Malaysia and Mexico, and to a lesser degree, Scotland and Korea.

Our principal markets include North America, Asia, and, to a lesser degree, Europe.

Sales by geographic area represents sales to unaffiliated customers based upon the location to which the products were shipped.

The following table sets forth sales by geographic area:

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

United States of America $ 64,245 $ 64,529 $ 197,898 $ 215,204

The following table sets forth sales by geographic area, which represents sales to unaffiliated customers based upon the location to which the products were shipped:

Three Months Ended

2025 March 29,

Singapore $ 109,088 $ 79,126

United States of America 75,810 64,394

Europe 25,133 31,349

1 unchanged sentence

Total net sales $ 244,465 $ 201,383

Foreign long-lived assets, exclusive of deferred tax assets, were $ 49.4 million and $ 48.2 million as of September 27, 2024 and December 29, 2023, respectively .

Foreign long-lived assets, exclusive of deferred tax assets, were $ 65.3 million and $ 62.5 million as of March 28, 2025 and December 27, 2024, respectively .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements