What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 101 added, 46 removed, 347 unchanged (30% of the section changed)

48 unchanged sentences

(in thousands, except share and per share amounts)

Three Months Ended

2025 March 29,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Net sales $ 240,285 $ 203,227 $ 484,750 $ 404,610

22 unchanged sentences

(in thousands, except share amounts)

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

For the three months ending June 27, 2025 Ordinary Shares Additional

Capital Treasury

3 unchanged sentences

Shares Amount Shares Amount

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

Ordinary shares issued from exercise of stock options — — — — — — —

Ordinary shares issued from vesting of restricted share units 130,079 — ( 1,033 ) — — — ( 1,033 )

Ordinary shares issued from employee share purchase plan — — — — — — —

Share-based compensation expense — — 4,227 — — — 4,227

Net loss — — — — — ( 9,408 ) ( 9,408 )

Balance at June 27, 2025 34,243,283 $ 3 $ 615,838 4,437,439 $ ( 91,578 ) $ 169,884 $ 694,147

For the six months ending June 27, 2025 Ordinary Shares Additional

Capital Treasury

Shares Retained

Earnings Total

Shareholders'

Shares Amount Shares Amount

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

4 unchanged sentences

Net loss — — — — — ( 13,967 ) ( 13,967 )

Balance at June 27, 2025 34,243,283 $ 3 $ 615,838 4,437,439 $ ( 91,578 ) $ 169,884 $ 694,147

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 three months ending June 28, 2024 Ordinary Shares Additional

Capital Treasury

Shares Retained

Earnings Total

Shareholders'

Shares Amount Shares Amount

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

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

Ordinary shares issued, net of transaction costs — — — — — — —

Ordinary shares issued from exercise of stock options 31,381 — 747 — — — 747

Ordinary shares issued from vesting of restricted share units 130,104 — ( 1,929 ) — — — ( 1,929 )

Ordinary shares issued from employee share purchase plan — — — — — — —

Share-based compensation expense — — 3,938 — — — 3,938

Net loss — — — — — ( 5,112 ) ( 5,112 )

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

For the six months ending June 28, 2024 Ordinary Shares Additional

Capital Treasury

10 unchanged sentences

Net loss — — — — — ( 14,101 ) ( 14,101 )

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

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

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

2 unchanged sentences

(in thousands)

Three Months Ended

2025 March 29,

Six Months Ended

2025 June 28,

Cash flows from operating activities:

3 unchanged sentences

Share-based compensation 8,350 6,313

Impairment of lease right-of-use assets 1,292 —

Deferred income taxes 1,273 45

17 unchanged sentences

Repayments on term loan ( 3,750 ) ( 3,750 )

Net cash provided by financing activities 116 21,855

Net increase in cash 612 22,169

Net cash provided by (used in) financing activities ( 2,142 ) 19,435

Net increase (decrease) in cash ( 16,445 ) 34,394

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 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 .

The three-month periods ended June 27, 2025 and June 28, 2024 are each 13 weeks.

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

Use of Estimates

3 unchanged sentences

Significant estimates include inventory valuation, uncertain tax positions, valuation allowance on deferred tax assets, and impairment analysis for both definite‑lived intangible assets and goodwill.

Change in Accounting Estimate

On March 29, 2025, we changed our accounting estimate for the expected useful lives of Computer Numerical Control ("CNC") machinery.

We evaluated our current asset base and reassessed the estimated useful lives of the CNC machinery in connection with our recent usage of older machinery, including considering the technological and physical obsolescence of such machinery.

Based on this evaluation, we determined the expected useful life of the CNC machinery should be increased from seven to ten years to more closely reflect the estimated economic life of those assets.

This change in estimate was applied prospectively effective for the second quarter of 2025 and resulted in a decrease to depreciation expense in cost of sales of $ 1.0 million for the second quarter of 2025.

For the three and six months ended June 27, 2025, this change in estimate reduced Operating loss and Net loss by approximately $ 1.0 million and $ 1.0 million and Net loss per share by $ 0.02 and $ 0.03 , respectively.

Cash and Cash Equivalents

22 unchanged sentences

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

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.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, and any additional measures of a segment's profit or loss used by the CODM when deciding how to allocate resources.

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

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

31 unchanged sentences

Total property and equipment, net $ 108,907 $ 94,867

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

Depreciation expense was $ 5.5 million and $ 5.3 million for the second quarter of 2025 and 2024, respectively.

Depreciation expense was $ 11.1 million and $ 10.4 million for the six months ended June 27, 2025 and June 28, 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 $ 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 balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $ 13.3 million and $ 11.2 million as of June 27, 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 second quarter of 2025 and 2024, respectively, and $ 0.8 million and $ 0.5 million for the six months ended June 27, 2025 and June 28, 2024, respectively.

Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:

March 28, 2025

June 27, 2025

Gross value Accumulated

22 unchanged sentences

As these amounts are variable, they are not included in lease liabilities.

During the three and six months ended June 27, 2025, we recorded a $ 1.3 million non-cash impairment charge in connection with the abandonment of an ROU lease asset associated with the exit from our Scotland operations.

The impairment of the ROU lease asset is included in selling, general, and administrative expenses within the accompanying consolidated statement of operations.

The components of lease expense are as follows:

Three Months Ended

2025 March 29,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Operating lease cost $ 2,885 $ 2,492 $ 5,630 $ 4,984

Supplemental cash flow information related to leases is as follows:

Three Months Ended

2025 March 29,

Six Months Ended

2025 June 28,

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

4 unchanged sentences

Weighted-average discount rate of operating leases 4.9 % 4.7 %

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

Future minimum lease payments under non-cancelable leases are as follows as of June 27, 2025:

2025, remaining $ 5,727

6 unchanged sentences

Note 6 – Income Taxes

On July 4, 2025, a budget and reconciliation package referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The OBBBA enacts significant changes to U.S.

tax and related laws, including, among other things, expensing of domestic research expenses, increasing the limit of the interest expense deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025.

We are currently evaluating the impact the new tax law will have on our financial condition and results of operations.

We do not anticipate a material change to our effective income tax rate or our net deferred federal income tax assets as a result of these changes.

We expect the impact of the tax law changes from the OBBBA to be included in our financial statements beginning in the three months ending September 26, 2025.

Income tax information for the periods reported is as follows:

Three Months Ended

2025 March 29,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Income tax expense $ 2,740 $ 942 $ 4,400 $ 1,855

1 unchanged sentence

Effective income tax rate ( 41.1 ) % ( 22.6 ) % ( 46.0 ) % ( 15.1 ) %

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.

Our effective tax rate for the three and six months ended June 27, 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 Organization for Economic Co-operation and Development's (“OECD”) Global Anti-Base Erosion Model Rules ("Pillar Two") taxes, the impact of stock option exercises, and the impact of a valuation allowance against U.S.

deferred tax assets.

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 ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $ 4.2 million as of June 27, 2025.

The related interest was insignificant, and the related penalties were $ 0.7 million.

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

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

As of June 27, 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 $ 0.8 million and $ 0.7 million for the first quarter of 2025 and 2024, respectively.

Matching contributions were $ 0.7 million and $ 0.6 million for the second quarter of 2025 and 2024, respectively, and $ 1.5 million and $ 1.4 million for the six months ended June 27, 2025 and June 28, 2024, respectively .

Note 8 – Long-Term Debt

12 unchanged sentences

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.

As of June 27, 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 %.

3 unchanged sentences

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 %.

As of June 27, 2025, our credit facilities bore interest under the SOFR option at 6.07 %.

Note 9 – Share‑Based Compensation

On March 26, 2025, our Human Capital Committee of our Board of Directors approved the Ichor Holdings, Ltd.

2025 Omnibus Incentive Plan (the "2025 Plan").

The 2025 Plan was approved by our stockholders on May 14, 2025 and allows for the issuance of 2,963,471 sh ares to be used for awards under the Plan.

The 2025 Plan replaces the Ichor Holdings, Ltd.

2016 Omnibus Incentive Plan (the "2016 Plan") in its entirety, except with respect to awards granted under the 2016 Plan prior to the effective date of the 2025 Plan.

The 2025 Omnibus Incentive Plan provides for grants of share‑based awards to employees, directors, and consultants.

4 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 $ 4.1 million and $ 2.4 million for the first quarter of 2025 and 2024, respectively.

Share‑based compensation expense across all plans for options, RSUs, and employee share purchase rights was $ 4.2 million and $ 3.9 million for the second quarter of 2025 and 2024, respectively, and $ 8.4 million and $ 6.3 million for the six months ended June 27, 2025 and June 28, 2024, respectively.

Stock Options

8 unchanged sentences

Forfeited or expired ( 11,648 ) $ 22.38

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

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

Outstanding, June 27, 2025 216,357 $ 24.03 1.2 years $ —

Exercisable, June 27, 2025 216,357 $ 24.03 1.2 years $ —

Restricted Share Units

9 unchanged sentences

Forfeited ( 39,631 ) ( 11,974 ) ( 8,497 ) $ 30.32

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

Unvested, June 27, 2025 1,161,092 200,530 206,201 $ 29.40

Employee Share Purchase Plan

2 unchanged sentences

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

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

As of June 27, 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

2025 March 29,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Net loss $ ( 9,408 ) $ ( 5,112 ) $ ( 13,967 ) $ ( 14,101 )

18 unchanged sentences

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,

Three Months Ended Six Months Ended

2025 June 28,

2024 June 27,

2025 June 28,

Singapore $ 106,870 $ 81,541 215,958 160,667

3 unchanged sentences

Total net sales $ 240,285 $ 203,227 $ 484,750 $ 404,610

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 .

Foreign long-lived assets, exclusive of deferred tax assets, were $ 68.9 million and $ 62.5 million as of June 27, 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