What changed in this filing

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Item 1. Financial Statements

2024-10-30 compared with 2024-07-26 · 131 added, 133 removed, 573 unchanged (32% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 27,

2024 December 29,

2 unchanged sentences

Cash and cash equivalents $ 318.2 $ 307.0

Accounts receivable, net of allowance for credit losses of $ 2.1 and $ 1.0 at June 28, 2024 and December 29, 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 2.1 and $ 1.0 at September 27, 2024 and December 29, 2023, respectively

Inventories 402.6 374.5

26 unchanged sentences

Common stock — $ 0.001 par value, 90.0 shares authorized;

46.5 and 46.1 shares issued and 45.0 and 44.6 shares outstanding at June 28, 2024 and December 29, 2023, respectively

46.6 and 46.1 shares issued and 45.1 and 44.6 shares outstanding at September 27, 2024 and December 29, 2023, respectively

Additional paid-in capital 552.6 541.5

Common shares held in treasury, at cost, 1.5 and 1.5 shares at June 28, 2024 and December 29, 2023, respectively

Common shares held in treasury, at cost, 1.5 and 1.5 shares at September 27, 2024 and December 29, 2023, respectively

( 45.0 ) ( 45.0 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Six Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

(In millions, except per share amounts)

30 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended Six Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

(In millions)

4 unchanged sentences

Change in fair value of derivatives, net of tax — — — 0.2

Total other comprehensive loss ( 2.0 ) — ( 6.3 ) ( 1.7 )

Total other comprehensive income (loss) 6.4 ( 2.3 ) 0.1 ( 4.0 )

Comprehensive income (loss) 6.7 ( 15.1 ) 14.6 ( 24.6 )

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

2024 June 30,

Nine Months Ended

September 27,

2024 September 29,

(In millions)

47 unchanged sentences

Three Months Ended

June 28, 2024

September 27, 2024

Common Stock Treasury shares

7 unchanged sentences

(In millions)

Balance March 29, 2024 44.6 $ 0.1 $ 545.0 1.5 $ ( 45.0 ) $ 337.3 $ ( 6.5 ) $ 830.9 $ 58.2 $ 889.1

Balance June 28, 2024 45.0 $ 0.1 $ 548.2 1.5 $ ( 45.0 ) $ 356.4 $ ( 7.4 ) $ 852.3 $ 59.4 $ 911.7

Issuance under employee stock plans 0.1 0.0 0.0 — — — — 0.0 — 0.0

1 unchanged sentence

Stock-based compensation expense — — 4.7 — — — — 4.7 — 4.7

Net income — — — — — 19.1 — 19.1 2.4 21.5

Net income (loss) — — — — — ( 2.3 ) — ( 2.3 ) 2.6 0.3

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.4 ) ( 0.4 )

Other comprehensive loss — — — — — — ( 0.9 ) ( 0.9 ) ( 1.1 ) ( 2.0 )

Balance June 28, 2024 45.0 $ 0.1 $ 548.2 1.5 $ ( 45.0 ) $ 356.4 $ ( 7.4 ) $ 852.3 $ 59.4 $ 911.7

Six Months Ended

June 28, 2024

Other comprehensive income — — — — — — 3.5 3.5 2.9 6.4

Balance September 27, 2024 45.1 $ 0.1 $ 552.6 1.5 $ ( 45.0 ) $ 354.1 $ ( 3.9 ) $ 857.9 $ 64.5 $ 922.4

Nine Months Ended

September 27, 2024

Common Stock Treasury shares

13 unchanged sentences

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.5 ) ( 0.5 )

Other comprehensive loss — — — — — — ( 3.0 ) ( 3.0 ) ( 3.3 ) ( 6.3 )

Balance June 28, 2024 45.0 $ 0.1 $ 548.2 1.5 $ ( 45.0 ) $ 356.4 $ ( 7.4 ) $ 852.3 $ 59.4 $ 911.7

Other comprehensive income (loss) — — — — — — 0.5 0.5 ( 0.4 ) 0.1

Balance September 27, 2024 45.1 $ 0.1 $ 552.6 1.5 $ ( 45.0 ) $ 354.1 $ ( 3.9 ) $ 857.9 $ 64.5 $ 922.4

Three Months Ended

June 30, 2023

September 29, 2023

Common Stock Treasury shares

7 unchanged sentences

(In millions)

Balance March 31, 2023 44.8 $ 0.1 $ 534.3 1.4 $ ( 29.6 ) $ 374.4 $ ( 8.5 ) $ 870.7 $ 54.3 $ 925.0

Issuance under employee stock plans 0.4 — — — — — — — — —

Employees' taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 2.0 ) — — — — ( 2.0 ) — ( 2.0 )

Repurchase shares ( 0.3 ) — — 0.3 ( 9.5 ) — — ( 9.5 ) — ( 9.5 )

Balance June 30, 2023 44.8 $ 0.1 $ 533.3 1.7 $ ( 39.1 ) $ 365.0 $ ( 9.5 ) $ 849.8 $ 56.4 $ 906.2

Stock-based compensation expense — — 4.0 — — — — 4.0 — 4.0

Net income (loss) — — — — — ( 14.5 ) — ( 14.5 ) 1.7 ( 12.8 )

Dividend payments to a joint venture shareholder — — — — — — — — ( 0.1 ) ( 0.1 )

Other comprehensive income (loss) — — — — — — ( 1.0 ) ( 1.0 ) 1.0 —

Balance June 30, 2023 44.8 $ 0.1 $ 533.3 1.7 $ ( 39.1 ) $ 365.0 $ ( 9.5 ) $ 849.8 $ 56.4 $ 906.2

Six Months Ended

June 30, 2023

Other comprehensive loss — — — — — — ( 1.3 ) ( 1.3 ) ( 1.0 ) ( 2.3 )

Balance September 29, 2023 44.8 $ 0.1 $ 537.3 1.7 $ ( 39.1 ) $ 350.5 $ ( 10.8 ) $ 838.0 $ 57.1 $ 895.1

Nine Months Ended

September 29, 2023

Common Stock Treasury shares

15 unchanged sentences

Other comprehensive income (loss) — — — — — — ( 5.4 ) ( 5.4 ) 1.4 ( 4.0 )

Balance June 30, 2023 44.8 $ 0.1 $ 533.3 1.7 $ ( 39.1 ) $ 365.0 $ ( 9.5 ) $ 849.8 $ 56.4 $ 906.2

Balance September 29, 2023 44.8 $ 0.1 $ 537.3 1.7 $ ( 39.1 ) $ 350.5 $ ( 10.8 ) $ 838.0 $ 57.1 $ 895.1

ULTRA CLEAN HOLDINGS, INC.

42 unchanged sentences

Accounting Standards Recently Adopted

The Company has not adopted any new accounting standards during the six months ended June 28, 2024 that have a material impact on the Company’s condensed consolidated financial statements.

The Company has not adopted any new accounting standards during the nine months ended September 27, 2024 that have a material impact on the Company’s condensed consolidated financial statements.

Index to Notes

17 unchanged sentences

The acquisition strengthens the Company's leadership in developing and supplying critical products to the semiconductor industry, and extends our reach into the sub-fab area.

The purchase price of HIS for purposes of the Company’s preliminary purchase price allocation was determined to be $ 73.6 million, which includes initial cash consideration of $ 46.5 million and the fair value of potential earn-out payments of approximately $ 27.1 million.

The purchase price of HIS for purposes of the Company’s purchase price allocation was determined to be $ 73.6 million, which includes initial cash consideration of $ 46.5 million and the fair value of potential earn-out payments of approximately $ 27.1 million.

These potential earn-out payments represent up to $ 70.0 million of cash consideration that may be payable based on the financial performance of the acquired business during the fiscal years 2023, 2024, and 2025.

5 unchanged sentences

These estimates and assumptions were determined through established and generally accepted valuation techniques and with the assistance of a valuation specialist.

The assigned purchase price is preliminary pending the completion of various analyses and the finalization of estimates.

The primary areas of the purchase price that are not yet finalized relate to the measurement of working capital, acquired income tax related balances, and residual goodwill.

During the measurement period, which can be no more than one year from the date of acquisition, we expect to continue to obtain information to assist us in determining the final fair value of the net assets acquired at the acquisition date.

Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company.

Thus, the provisional measurements of fair value discussed above are subject to change.

The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired, liabilities assumed, and the resulting amount of goodwill.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed at the date of acquisition:

During the third quarter of fiscal year 2024, the Company completed the acquisition accounting and the valuation of the fair value of the assets acquired and the liabilities assumed.

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition, including all measurement period adjustments:

Index to Notes

23 unchanged sentences

The results of operations for HIS have been included in the Company's condensed consolidated financial statements since the date of the acquisition.

In addition, acquisition-related costs of $ 0.3 million were included in the results of operations for the six months ended June 28, 2024.

Acquisition-related costs for the three months ended June 28, 2024 and for the three and six months ended June 30, 2023 were immaterial .

In addition, acquisition-related costs of $ 0.6 million and $ 1.0 million were included in the results of operations for the three and nine months ended September 27, 2024, respectively.

Acquisition-related costs for the three and nine months ended September 29, 2023 were immaterial .

Acquisition costs are included in general and administrative expenses in the Company’s condensed consolidated results of operations.

1 unchanged sentence

Inventories consisted of the following:

(In millions) June 28,

(In millions) September 27,

2024 December 29,

5 unchanged sentences

Property, plant and equipment, net, consisted of the following:

(In millions) June 28,

(In millions) September 27,

2024 December 29,

14 unchanged sentences

Reporting Date Using

Description June 28, 2024 Quoted Prices in

Description September 27, 2024 Quoted Prices in

Active Markets for

28 unchanged sentences

These assumptions are routinely made in the appraisal process by the independent actuary resulting in a Level 3 classification.

As of June 28, 2024, the Company's aggregate pension benefit obligations was $ 11.6 million and the fair value of the pension plan assets was $ 10.8 million.

The underfunded pension benefit obligations was $ 0.8 million as of June 28, 2024.

As of September 27, 2024, the Company's aggregate pension benefit obligations was $ 12.3 million and the fair value of the pension plan assets was $ 11.2 million.

The underfunded pension benefit obligations was $ 1.1 million as of September 27, 2024.

The Company recognizes the overfunded or underfunded status of defined benefit pension plans, measured as the difference between the fair value of the plan assets and the benefit obligation.

6 unchanged sentences

Any amount paid in excess of the contingent earn-out liability on the acquisition date will be reflected as cash used in operating activities in the consolidated statements of cash flows.

For the three and six months ended June 28, 2024, the Company recorded $ 24.1 million and $ 22.8 million, respectively of gain from change in the fair value of contingent earn-out related to the acquisition of HIS.

This gain from change in the fair value was recognized as other income (expense), net in the Condensed Consolidated Statements of Operations.

For the three and nine months ended September 27, 2024, the Company recorded $( 0.8 ) million of loss and $ 22.0 million of gain, respectively from change in the fair value of contingent earn-out related to the acquisition of HIS.

This gain (loss) from change in the fair value was recognized as other income (expense), net in the Condensed Consolidated Statements of Operations.

There were no transfers from Level 1 or Level 2.

13 unchanged sentences

Index to Notes

During the three and six months ended June 28, 2024, there were no changes to the Company's reporting units, and the Company did not recognize any impairment charges or additions to goodwill.

During the three and nine months ended September 27, 2024, there were no changes to the Company's reporting units, and the Company did not recognize any impairment charges or additions to goodwill.

Refer to Note 1, “Organization and Significant Accounting Policies” for additional information regarding impairment testing of goodwill.

1 unchanged sentence

(In millions) Products Services Total

Balance at June 28, 2024 $ 191.7 $ 73.5 $ 265.2

Balance at September 27, 2024 $ 191.8 $ 73.5 $ 265.3

Intangible Assets

5 unchanged sentences

Details of intangible assets were as follows:

As of June 28, 2024 As of December 29, 2023

As of September 27, 2024 As of December 29, 2023

(Dollars in millions) Useful Life

17 unchanged sentences

The Company amortizes its intangible assets on a straight-line or accelerated basis over the estimated economic life of the assets.

Amortization expense was approximately $ 7.6 million and $ 15.3 million for the three and six months ended June 28, 2024, respectively, and $ 5.5 million and $ 11.4 million for the three and six months ended June 30, 2023, respectively.

Amortization expense was approximately $ 7.6 million and $ 22.9 million for the three and nine months ended September 27, 2024, respectively, and $ 5.5 million and $ 16.9 million for the three and nine months ended September 29, 2023, respectively.

Amortization expense related to recipes, standard operating procedures, developed technology and certain intellectual property/know-how is charged to cost of revenues and the remainder is charged to general and administrative expense.

As of June 28, 2024, future estimated amortization expense is expected to be as follows:

As of September 27, 2024, future estimated amortization expense is expected to be as follows:

(In millions) Amortization

2 unchanged sentences

Total $ 183.4

BORROWING ARRANGEMENTS

Index to Notes

2023 (the “Existing Credit Agreement”), and the Existing Credit Agreement as further amended by the Sixth Amendment, the “Credit Agreement”).

BORROWING ARRANGEMENTS

On April 4, 2024, the Company entered into a Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement dated as of August 27, 2018 (as amended as of October 1, 2018, March 31, 2021, August 19, 2022, June 29, 2023 and July 27, 2023 (the “Existing Credit Agreement”), and the Existing Credit Agreement as further amended by the Sixth Amendment, the “Credit Agreement”).

Pursuant to the Sixth Amendment, the Existing Credit Agreement was amended to, among other things, (i) extend the final maturity date of the term loan and revolving credit facilities under the Credit Agreement by 30 months;

3 unchanged sentences

The Company capitalized additional $ 2.5 million of costs related to this amendment and continued to defer previously capitalized costs of $ 5.2 million.

The Company expensed the third party transaction costs and the previously capitalized costs of extinguished debt of $ 3.6 million which was included in the other income (expense), net in the Condensed Consolidated Statements of Operations for the three and six month period ended June 28, 2024.

The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625 % of the outstanding principal balance since April 4, 2024, with the remaining principal paid upon maturity.

1 unchanged sentence

The Company pays a quarterly commitment fee in arrears equal to 0.25 % of the average daily available commitment outstanding.

Outstanding letters of credit reduce the availability of the revolving credit facility and, as of June 28, 2024, the Company had $ 146.1 million, net of $ 3.9 million of outstanding letters of credit, available under this revolving credit facility.

Outstanding letters of credit reduce the availability of the revolving credit facility and, as of September 27, 2024, the Company had $ 146.0 million, net of $ 4.0 million of outstanding letters of credit, available under this revolving credit facility.

The letter of credit facility has an available commitment of $ 50.0 million and a maturity date of August 27, 2027.

The Company pays a quarterly fee in arrears equal to 2.5 % (subject to certain adjustments to the Term Loan) of the dollar equivalent of all outstanding letters of credit, and a fronting fee equal to 0.125 % of the undrawn and unexpired amount of each letter of credit.

As of June 28, 2024, the Company had $ 3.9 million of outstanding letters of credit and $ 46.1 million of available commitments remaining under the letter of credit facility.

As of September 27, 2024, the Company had $ 4.0 million of outstanding letters of credit and $ 46.0 million of available commitments remaining under the letter of credit facility.

On June 29, 2023, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement to replace the LIBOR-based reference interest rate option with a reference interest option based upon Term SOFR under the Credit Agreement.

2 unchanged sentences

Interest on the Term Loan is payable on (1) in the case of such ABR term loans, the last day of each calendar quarter and (2) in the case of such Eurodollar term loans, the last day of each relevant interest period and, in the case of any interest period longer than three months, on each successive date three months after the first day of such interest period.

At June 28, 2024, the Company had an outstanding amount under the Term Loan of $ 496.9 million, gross of unamortized debt issuance costs of $ 8.3 million.

As of June 28, 2024, the interest rate on the outstanding Term Loan was 9.0 %.

At September 27, 2024, the Company had an outstanding amount under the Term Loan of $ 493.8 million, gross of unamortized debt issuance costs of $ 7.7 million.

As of September 27, 2024, the interest rate on the outstanding Term Loan was 8.9 %.

The Credit Agreement requires the Company to maintain certain financial covenants including a consolidated fixed charge coverage ratio and a consolidated leverage ratio (as defined in the Credit Agreement) as of the last day of any fiscal quarter.

The Company currently has no revolving loans outstanding under the Credit Agreement.

As of June 28, 2024, the Company was in compliance with the financial covenants contained within the Credit Agreement.

As of September 27, 2024, the Company was in compliance with the financial covenants contained within the Credit Agreement.

The Company has a credit agreement with a local bank in the Czech Republic that provides for a revolving credit facility in the aggregate of up to 7.0 million euros (approximately $ 7.8 million).

As of June 28, 2024, no debt was outstanding under this revolving credit facility.

As of September 27, 2024, no debt was outstanding under this revolving credit facility.

Fluid Solutions has credit facilities with various financial institutions in Israel that provides borrowing up to $ 11.0 million.

As of June 28, 2024, Fluid Solutions had a $ 6.0 million outstanding balance under these facilities with average interest rate ranges from 7.5 % to 7.8 %.

As of June 28, 2024, the Company’s total bank debt was $ 494.6 million, net of unamortized debt issuance costs of $ 8.3 million.

As of June 28, 2024, the Company had $ 146.1 million, $ 5.0 million, and $ 7.5 million available to draw from its credit facilities in the U.S., Israel and Czech Republic, respectively.

As of September 27, 2024, Fluid Solutions had a $ 6.1 million outstanding balance under these facilities with interest rate of 7.1 %.

Index to Notes

As of September 27, 2024, the Company’s total bank debt was $ 492.2 million, net of unamortized debt issuance costs of $ 7.7 million.

As of September 27, 2024, the Company had $ 146.0 million, $ 4.9 million, and $ 7.8 million available to draw from its credit facilities in the U.S., Israel and Czech Republic, respectively.

The fair value of the Company’s long-term debt was based on Level 2 inputs, and fair value was determined using quoted prices for similar liabilities in inactive markets.

The Company’s carrying value approximates fair value for the Company’s long-term debt.

Index to Notes

The Company's effective tax rate was 28.3 % and 8300.0 % for the three months ended June 28, 2024 and June 30, 2023, respectively, and 56.4 % and 295.0 % for the six months ended June 28, 2024 and June 30, 2023, respectively.

The Company’s income tax provision was $ 8.5 million and $ 8.3 million for the three months ended June 28, 2024 and June 30, 2023, respectively, and $ 18.4 million and $ 11.8 million for the six months ended June 28, 2024 and June 30, 2023, respectively.

The Company's effective tax rate was 97.1 % and ( 70.7 )% for the three months ended September 27, 2024 and September 29, 2023, respectively, and 66.0 % and ( 488.6 )% for the nine months ended September 27, 2024 and September 29, 2023, respectively.

The Company’s income tax provision was $ 9.9 million and $ 5.3 million for the three months ended September 27, 2024 and September 29, 2023, respectively, and $ 28.2 million and $ 17.1 million for the nine months ended September 27, 2024 and September 29, 2023, respectively.

The change in respective tax rates reflects, primarily, changes in the geographic mix of worldwide earnings and financial results in jurisdictions which are taxed at different rates and the impact of losses in jurisdictions with full valuation allowances on deferred tax assets.

Company management continuously evaluates the need for a valuation allowance and, as of June 28, 2024, concluded that a full valuation allowance on its U.S.

Company management continuously evaluates the need for a valuation allowance and, as of September 27, 2024, concluded that a full valuation allowance on its U.S.

federal and state and certain of its foreign deferred tax assets was still appropriate.

During the three months ended June 28, 2024, the Company received final approval for the renewal of a reduced tax rate incentive on qualified earnings of one of the Company's subsidiaries in Singapore, effective beginning of the Company's 2024 fiscal year through December 31, 2028.

The reduced tax rate on the qualifying income was reflected in the effective tax rate and income tax provision for the three and six months ended June 28, 2024 and June 30, 2023.

As of June 28, 2024 and June 30, 2023, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $ 3.1 million and $ 2.7 million, respectively.

As of September 27, 2024 and September 29, 2023, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $ 3.1 million and $ 2.7 million, respectively.

Increases or decreases to interest and penalties on uncertain tax positions are included in the income tax provision in the Condensed Consolidated Statements of Operations.

10 unchanged sentences

The Company believes that the assumptions utilized in recording its obligations under the plans are reasonable based on its experience and market conditions.

As of June 28, 2024, the benefit obligation of the plans was $ 11.6 million and the fair value of the benefit plan assets was $ 10.8 million which are invested in several fixed deposit accounts with financial institutions.

As of June 28, 2024, the underfunded balance of the plans of $ 0.8 million has been recorded by the Company and is included in other liabilities.

Amounts recognized in accumulated other comprehensive loss and contributed for the three and six months ended June 28, 2024 were negligible.

The Company and its subsidiaries contributed $ 0.1 million during the three and six months ended June 30, 2023 and recognized $ 0.4 million and $ 0.2 million in accumulated other comprehensive loss for the three and six months ended June 30, 2023.

As of June 28, 2024, the Company's future estimated payment obligations for the respective fiscal years are as follows:

As of September 27, 2024, the benefit obligation of the plans was $ 12.3 million and the fair value of the benefit plan assets was $ 11.2 million which are invested in several fixed deposit accounts with financial institutions.

As of September 27, 2024, the underfunded balance of the plans of $ 1.1 million has been recorded by the Company and is included in other liabilities.

Amounts recognized in accumulated other comprehensive loss and contributed for the three and nine months ended September 27, 2024 were negligible.

The Company and its subsidiaries contributed $ 0.1 million during the three and nine months ended September 29, 2023 and recognized $ 0.2 million and $ 0.4 million in accumulated other comprehensive loss for the three and nine months ended September 29, 2023.

As of September 27, 2024, the Company's future estimated payment obligations for the respective fiscal years are as follows:

Index to Notes

6 unchanged sentences

The Company matches 50.0 % of each employee's contribution, up to a maximum of 6 % of the employee's eligible earnings.

The Company made $ 0.9 million and $ 1.9 million discretionary employer contributions to the 401(k) Plan for the three and six months ended June 28, 2024 and $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 2023.

The Company made $ 0.8 million and $ 2.7 million discretionary employer contributions to the 401(k) Plan for the three and nine months ended September 27, 2024 and $ 0.9 million and $ 2.5 million for the three and nine months ended September 29, 2023.

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

On October 20, 2022, the Board of Directors approved a share repurchase program authorizing the Company to purchase up to an aggregate of $ 150 million of the Company’s common stock over a three-year period.

No shares were repurchased under this program for the three and six months ended June 28, 2024.

For the three and six months ended June 30, 2023, approximately 0.3 million and 0.8 million shares were repurchased under this program with an aggregate cost of $ 9.5 million and $ 23.7 million, respectively.

No shares were repurchased under this program for the three and nine months ended September 27, 2024, and for the three months ended September 29, 2023.

For the nine months ended September 29, 2023, approximately 0.8 million shares were repurchased under this program with an aggregate cost of $ 23.7 million.

The Company may reissue these treasury shares as part of its stock-based compensation programs.

13 unchanged sentences

The following table shows the Company’s stock-based compensation expense included in the Condensed Consolidated Statements of Operations:

Three Months Ended Six Months Ended

(In millions) June 28,

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

(In millions) September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Cost of revenues (1) $ 0.5 $ 0.3 $ 1.3 $ 0.9

3 unchanged sentences

Total stock-based compensation $ 4.7 $ 4.0 $ 12.7 $ 8.7

(1) Stock-based compensation expense capitalized in inventory for the three and six months ended June 28, 2024 and June 30, 2023 were immaterial.

For the three and six months ended June 28, 2024, 451 thousand and 475 thousand RSUs were granted with a weighted average fair value of $ 41.32 and $ 41.47 per share, respectively.

For the three and six months ended June 30, 2023, 551 thousand and 553 thousand RSUs were granted with a weighted average fair value of $ 28.29 and $ 28.31 per share, respectively.

For the three and six months ended June 28, 2024, 125 thousand PSUs were granted and 145 thousand PSUs were granted for the three and six months ended June 30, 2023.

For the three and six months ended June 28, 2024, 26 thousand RSAs were granted and 37 thousand RSAs were granted for the three and six months ended June 30, 2023.

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the six months ended June 28, 2024:

(1) Stock-based compensation expense capitalized in inventory for the three and nine months ended September 27, 2024 and September 29, 2023 were immaterial.

For the three and nine months ended September 27, 2024, 27 thousand and 502 thousand RSUs were granted with a weighted average fair value of $ 39.72 and $ 41.37 per share, respectively.

For the three and nine months ended September 29, 2023, 14 thousand and 567 thousand RSUs were granted with a weighted average fair value of $ 32.55 and $ 28.41 per share, respectively.

For the nine months ended September 27, 2024 and September 29, 2023, 125 thousand and 145 thousand PSUs were granted, respectively.

No PSUs were granted for the three months ended September 27, 2024 and September 29, 2023.

For the nine months ended September 27, 2024and September 29, 2023, 26 thousand and 37 thousand RSAs were granted, respectively.

No RSAs were granted for the three months ended September 27, 2024 and September 29, 2023.

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the nine months ended September 27, 2024:

(In millions) Number of

3 unchanged sentences

Forfeited ( 0.3 )

Outstanding at June 28, 2024 1.4 70.4

Expected to vest at June 28, 2024 1.4 $ 69.8

As of June 28, 2024, approximately $ 33.0 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 2.1 years, and will be adjusted for subsequent changes in future grants.

The total unamortized expense of the Company’s unvested RSAs as of June 28, 2024 was $ 1.1 million.

Outstanding at September 27, 2024 1.4 56.7

Expected to vest at September 27, 2024 1.4 $ 56.7

As of September 27, 2024, approximately $ 29.4 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 1.9 years, and will be adjusted for subsequent changes in future grants.

The total unamortized expense of the Company’s unvested RSAs as of September 27, 2024 was $ 0.8 million.

Under the current PSU program, performance goals are set at the time of grant and performance is reviewed at the end of a three-year period.

1 unchanged sentence

If specific performance threshold levels for the financial goals are met on an annual basis, the amount earned for that element will be applied to one-third of the participant’s PSU award granted to determine the number of total units earned.

Index to Notes

Recipients of PSU awards generally must remain employed by the Company on a continuous basis through the end of the three-year performance period in order to receive any amount of the PSUs covered by that award.

In events such as death, disability or retirement, the recipient may be entitled to pro-rata amounts of PSUs as defined in the Plan.

In events such as death,

Index to Notes

disability or retirement, the recipient may be entitled to pro-rata amounts of PSUs as defined in the Plan.

Target shares subject to PSU awards do not have voting rights of common stock until earned and issued following the end of the three-year performance period.

2 unchanged sentences

The purchase price is 85 % of the fair market value of the common stock at the end of the purchase period and is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code.

During the three and six months ended June 28, 2024, 42 thousand shares were issued under the ESPP.

The Company recorded $ 0.2 million and $ 0.3 million of expense related to ESPP for the three and six months ended June 28, 2024.

No shares were issued under the ESPP during the three and six months ended June 30, 2023.

The Company recorded $ 0.1 million of expense related to ESPP for the three and six months ended June 30, 2023.

During the nine months ended September 27, 2024, 42 thousand shares were issued under the ESPP.

No shares were issued under the ESPP during the three months ended September 27, 2024.

The Company recorded $ 0.2 million and $ 0.5 million of expense related to ESPP for the three and nine months ended September 27, 2024.

No shares were issued under the ESPP during the three and nine months ended September 29, 2023.

The Company recorded $ 0.2 million and $ 0.3 million of expense related to ESPP for the three and nine months ended September 29, 2023.

REVENUE RECOGNITION

17 unchanged sentences

We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized.

Accruals for unpaid customer rebates of $ 1.2 million and $ 2.0 million as of June 28, 2024 and December 29, 2023, respectively, were netted against accounts receivable.

Accruals for unpaid customer rebates of $ 1.8 million and $ 2.0 million as of September 27, 2024 and December 29, 2023, respectively, were netted against accounts receivable.

The Company's disaggregated revenues are apportioned by segments within the Company’s Condensed Consolidated Statement of Operations.

5 unchanged sentences

The following table sets forth revenue by geographic area:

Three Months Ended Six Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Singapore $ 173.9 $ 155.4 $ 500.0 $ 446.5

7 unchanged sentences

The Company’s most significant customers (having individually accounted for 10% or more of revenues) and their related revenues as a percentage of total revenues were as follows:

Three Months Ended Six Months Ended

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Lam Research Corporation 31.2 % 33.0 % 31.4 % 34.5 %

2 unchanged sentences

Total 53.0 % 58.7 % 53.9 % 57.4 %

Four customers’ accounts receivable balances, Lam Research Corporation, ASML Holding NV, Advanced Micro-Fabrication Equipment Inc., and Applied Materials, Inc., were individually greater than 10% of accounts receivable as of June 28, 2024, in the aggregate approximately 42.5 % of the Company's total accounts receivable.

Three customers’ accounts receivable balances, Lam Research Corporation, ASML Holding NV and Applied Materials, Inc., were individually greater than 10% of accounts receivable as of September 27, 2024, in the aggregate approximately 35.0 % of the Company's total accounts receivable.

Two customers’ accounts receivable balances, Lam Research Corporation and Applied Materials, Inc., were individually greater than 10% of accounts receivable as of December 29, 2023, in the aggregate approximately 26.8 % of total accounts receivable.

The Company leases offices, facilities and equipment in locations throughout the United States, Asia Pacific and EMEA.

There have been no material changes to the Company's operating lease commitments during the three months ended June 28, 2024.

In the six month period ended June 28, 2024, the Company commenced a 10-year lease of manufacturing space in Austin, Texas, with a single 7-year renewal option at lease end.

The Company leases land, offices, facilities and equipment in locations throughout the United States, Asia Pacific and EMEA.

In 2023, the Company entered into a 60-year land lease in Malaysia with the intent of building a manufacturing site.

The commencement date of the lease occurred in July 2024 contemporaneous with the Company obtaining control of the identified asset.

In the first quarter of 2024, the Company commenced a 10-year lease of manufacturing space in Austin, Texas, with a single 7-year renewal option at lease end.

Additionally, the Company’s subsidiary in Czech Republic entered into 8-year lease of additional manufacturing and office space.

As a result, $ 16.8 million additions were made at commencement date to the operating lease right-of-use assets and to the operating lease liabilities in the Company’s Condensed Consolidated Balance Sheet.

As a result, $ 21.9 million and $ 16.8 million were recorded at commencement date to operating lease right-of-use assets and to operating lease liabilities, respectively, in the Company’s Condensed Consolidated Balance Sheet .

Index to Notes

1 unchanged sentence

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share:

Three Months Ended Six Months Ended

(In millions, except share amounts) June 28,

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

(In millions, except share amounts) September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Net income (loss) attributable to UCT $ ( 2.3 ) $ ( 14.5 ) $ 7.4 $ ( 27.3 )

23 unchanged sentences

Index to Notes

Three Months Ended Six Months Ended

(In millions) June 28,

2024 June 30,

2023 June 28,

2024 June 30,

Three Months Ended Nine Months Ended

(In millions) September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Products $ 479.0 $ 380.9 $ 1,350.2 $ 1,112.0

9 unchanged sentences

Total segment income from operations $ 25.2 $ 5.7 $ 65.3 $ 30.7

(In millions) June 28,

(In millions) September 27,

2024 December 29,

3 unchanged sentences

Long-lived assets comprised of operating lease right-of-use assets and property, plant and equipment, net, reported based on the location of the asset.

The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $ 177.5 million, $ 84.0 million, $ 75.4 million, $ 49.0 million and $ 101.9 million, respectively as of June 28, 2024, and $ 165.4 million, $ 84.3 million, $ 74.3 million, $ 54.3 million and $ 101.7 million, respectively as of December 29, 2023.

The carrying amount of long-lived assets in United States, Malaysia, Israel, South Korea and other foreign countries were $ 176.4 million, $ 83.9 million, $ 75.7 million, $ 51.4 million and $ 102.5 million, respectively as of September 27, 2024, and $ 165.4 million, $ 84.3 million, $ 74.3 million, $ 54.3 million and $ 101.7 million, respectively as of December 29, 2023.

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