Ultra Clean Holdings, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accountin g Firms ( PCAOB ID: 23 8 and PCAOB ID: 659 ) 41 Consolidated Balance Sheets as of December 2 7 , 202 4 and December 29, 2023 44 Consolidated Statements of Operations for the years ended December 2 7 , 202 4 , December 29, 2023 and December 30, 2022 45 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 27, 2024, December 29, 2023 and December 30, 2022 46 Consolidated Statements of Cash Flows for the years ended December 27, 2024, December 29, 2023 and December 30, 2022 47 Consolidated Statements of Stockholders’ Equity for the years ended December 27, 2024, December 29, 2023 and December 30, 2022 49 Notes to Consolidated Financial Statements 50 40 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Ultra Clean Holdings, Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheet of Ultra Clean Holdings, Inc. and its subsidiaries (the “Company”) as of December 27, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity, and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 27, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 27, 2024, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 27, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date as the Company did not design and maintain effective controls relating to the: (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives across the Company, (ii) sufficiency of competent personnel to analyze risks of material misstatement and develop internal control activities to support the achievement of the Company’s internal control objectives, (iii) monitoring of control activities in accordance with established policies in a timely manner, (iv) information technology general controls over program change and user access for certain information systems for certain of the Fluid Solutions operating subsidiaries in the Products segment that are relevant to the preparation of the Company’s consolidated financial statements, and (v) segregation of duties across various business processes, including journal entries for certain other international operating subsidiaries in the Products segment. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. 41 Table of Contents Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Valuation of Inventories – Provisions for Excess or Obsolete Inventories As described in Notes 1 and 4 to the consolidated financial statements, the Company values its inventories at the lower of cost (first-in, first-out) or net realizable value. Obsolete inventory or inventory in excess of management’s estimated usage is written down to its estimated market value less costs to sell, if less than its cost. As disclosed by management, inherent in the estimates of demand and market value in determining inventory valuation are management’s estimates related to economic trends, market conditions, and future demand for the Company’s products. Inventory write downs inherently involve judgments based on assumptions about expected future demand and the impact of market conditions on those assumptions. Although the Company believes that the assumptions used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. As of December 27, 2024, the Company’s consolidated inventories balance was $381.0 million. The principal considerations for our determination that performing procedures relating to the valuation of inventories, specifically the provisions for excess or obsolete inventories, is a critical audit matter are (i) the significant judgment by management when developing the provisions for excess or obsolete inventories, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to future demand, and (iii) as previously disclosed by management, a material weakness existed during the year related to this matter. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s provisions for excess or obsolete inventories, including controls over the development of assumption related to future demand. These procedures also included, among others (i) testing management’s process for developing the provisions for excess or obsolete inventories; (ii) evaluating the appropriateness of management’s estimates; (iii) testing the completeness and accuracy of underlying data used by management in developing the estimate; and (iv) evaluating the reasonableness of the significant assumption used by management related to future demand. Evaluating management’s assumption related to future demand involved evaluating whether the assumption used by management was reasonable considering (i) current and past results, and (ii) whether this assumption was consistent with evidence obtained in other areas of the audit. /s/ PricewaterhouseCoopers LLP San Jose, California February 25, 2025 We have served as the Company’s auditor since 2024. 42 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Ultra Clean Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Ultra Clean Holdings, Inc. (the “Company”) as of December 29, 2023, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the years ended December 29, 2023, and December 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 29, 2023 and the consolidated results of its operations and its cash flows for the years ended December 29, 2023, and December 30, 2022, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Moss Adams LLP San Francisco, California March 6, 2024, except for Note 16 to the consolidated financial statements, as to which the date is February 25, 2025. We served as the Company’s auditor from 2015 to 2024. 43 Table of Contents Ultra Clean Holdings, Inc. Consolidated Balance Sheets December 27, 2024 December 29, 2023 (In millions, except par value) ASSETS Current assets: Cash and cash equivalents $ 313.9 $ 307.0 Accounts receivable, net of allowance for credit losses of $ 2.1 and $ 1.0 at December 27, 2024 and December 29, 2023, respectively 241.1 180.8 Inventories 381.0 374.5 Prepaid expenses and other current assets 34.1 30.9 Total current assets 970.1 893.2 Property, plant and equipment, net 325.9 328.3 Goodwill 265.3 265.2 Intangible assets, net 184.9 215.3 Deferred tax assets, net 3.1 3.1 Operating lease right-of-use assets 161.0 151.7 Other non-current assets 9.6 10.9 Total assets $ 1,919.9 $ 1,867.7 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Bank borrowings $ 16.0 $ 17.6 Accounts payable 212.5 192.9 Accrued compensation and related benefits 50.1 47.7 Operating lease liabilities 18.6 18.1 Other current liabilities 38.4 33.7 Total current liabilities 335.6 310.0 Bank borrowings, net of current portion 476.5 461.2 Deferred tax liabilities 16.1 19.0 Operating lease liabilities 149.2 143.0 Other liabilities 6.7 37.3 Total liabilities 984.1 970.5 Commitments and contingencies (See Note 10) Equity: UCT stockholders’ equity: Preferred stock — $ 0.001 par value, 10.0 shares authorized; none outstanding — — Common stock — $ 0.001 par value, 90.0 shares authorized; 46.6 and 46.1 shares issued and 45.1 and 44.6 shares outstanding at December 27, 2024 and December 29, 2023, respectively 0.1 0.1 Additional paid-in capital 558.4 541.5 Common shares held in treasury, at cost, 1.5 and 1.5 shares at December 27, 2024 and December 29, 2023, respectively ( 45.0 ) ( 45.0 ) Retained earnings 370.4 346.7 Accumulated other comprehensive loss ( 10.3 ) ( 4.4 ) Total UCT stockholders' equity 873.6 838.9 Noncontrolling interests 62.2 58.3 Total equity 935.8 897.2 Total liabilities and equity $ 1,919.9 $ 1,867.7 (See accompanying Notes to Consolidated Financial Statements) 44 Table of Contents Ultra Clean Holdings, Inc. Consolidated Statements of Operations Year Ended December 27, 2024 December 29, 2023 December 30, 2022 (In millions, except per share amounts) Revenues: Product $ 1,853.7 $ 1,501.6 $ 2,074.7 Services 243.9 232.9 299.6 Total revenues 2,097.6 1,734.5 2,374.3 Cost of revenues: Product 1,569.7 1,290.5 1,712.3 Services 171.6 166.7 197.0 Total cost revenues 1,741.3 1,457.2 1,909.3 Gross margin 356.3 277.3 465.0 Operating expenses: Research and development 28.3 28.3 28.5 Sales and marketing 57.3 51.8 54.4 General and administrative 179.5 162.0 184.3 Net loss on divestitures — — 77.4 Total operating expenses 265.1 242.1 344.6 Income from operations 91.2 35.2 120.4 Interest income 4.8 4.1 0.9 Interest expense ( 46.5 ) ( 48.8 ) ( 33.9 ) Other income (expense), net 17.7 ( 1.8 ) 0.9 Income (loss) before provision for income taxes 67.2 ( 11.3 ) 88.3 Provision for income tax 32.7 10.9 37.9 Net income (loss) 34.5 ( 22.2 ) 50.4 Less: Net income attributable to noncontrolling interests 10.8 8.9 10.0 Net income (loss) attributable to UCT $ 23.7 $ ( 31.1 ) $ 40.4 Net income (loss) per share attributable to UCT common stockholders: Basic $ 0.53 $ ( 0.70 ) $ 0.89 Diluted $ 0.52 $ ( 0.70 ) $ 0.88 Shares used in computing net income (loss) per share: Basic 44.9 44.7 45.2 Diluted 45.3 44.7 45.7 (See accompanying Notes to Consolidated Financial Statements) 45 Table of Contents Ultra Clean Holdings, Inc. Consolidated Statements of Comprehensive Income (Loss) Year Ended December 27, 2024 December 29, 2023 December 30, 2022 (In millions) Net income (loss) $ 34.5 $ ( 22.2 ) $ 50.4 Other comprehensive income (loss): Change in cumulative translation adjustment, net of tax ( 11.3 ) 1.5 ( 9.9 ) Change in pension net actuarial gain (loss), net of tax ( 1.0 ) 0.4 1.2 Change in fair value of derivatives, net of tax — ( 0.4 ) 1.0 Total other comprehensive income (loss) ( 12.3 ) 1.5 ( 7.7 ) Comprehensive income (loss) 22.2 ( 20.7 ) 42.7 Comprehensive income, attributable to noncontrolling interests ( 4.4 ) ( 9.4 ) ( 7.5 ) Comprehensive income (loss) attributable to UCT $ 17.8 $ ( 30.1 ) $ 35.2 (See accompanying Notes to Consolidated Financial Statements) 46 Table of Contents Ultra Clean Holdings, Inc. Consolidated Statements of Cash Flows Year Ended December 27, 2024 December 29, 2023 December 30, 2022 (In millions) Cash flows from operating activities: Net income (loss) $ 34.5 $ ( 22.2 ) $ 50.4 Adjustments to reconcile net income (loss) to net cash provided by operating activities (excluding assets acquired, liabilities assumed and noncontrolling interests at acquisition): Depreciation and amortization 45.7 37.6 38.4 Amortization of intangible assets 30.4 24.1 30.0 Stock-based compensation 17.4 12.1 19.1 Amortization of debt issuance costs 3.0 3.9 3.9 Loss (gain) on sale of property, plant and equipment 1.2 ( 0.9 ) ( 0.2 ) Change in the fair value of financial instruments ( 29.2 ) 1.7 1.0 Deferred income taxes ( 3.0 ) ( 12.4 ) ( 0.2 ) Net loss on divestiture — — 77.4 Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable ( 60.3 ) 78.5 ( 15.7 ) Inventories ( 6.5 ) 80.8 ( 84.4 ) Prepaid expenses and other current assets ( 3.2 ) 12.5 ( 4.5 ) Other non-current assets 1.3 — ( 3.4 ) Accounts payable 26.4 ( 61.5 ) ( 68.4 ) Accrued compensation and related benefits 2.4 ( 5.6 ) 7.1 Income taxes payable 1.0 ( 5.2 ) ( 0.1 ) Operating lease assets and liabilities 2.6 0.4 ( 2.2 ) Other liabilities 1.3 ( 7.9 ) ( 1.0 ) Net cash provided by operating activities 65.0 135.9 47.2 Cash flows from investing activities: Purchases of property, plant and equipment ( 63.5 ) ( 75.8 ) ( 100.1 ) Acquisition of businesses, net of cash acquired — ( 46.1 ) — Proceeds from sale of equipment — 2.2 0.5 Divestiture of subsidiaries — — 3.4 Net cash used in investing activities ( 63.5 ) ( 119.7 ) ( 96.2 ) Cash flows from financing activities: Proceeds from bank borrowings 67.7 — — Proceeds from issuance of common stock 2.0 0.8 0.7 Extinguishment of bank borrowings ( 44.2 ) — — Principal payments on bank borrowings ( 10.2 ) ( 38.6 ) ( 39.7 ) Payment of debt issuance costs ( 2.5 ) ( 0.3 ) ( 0.7 ) Employees’ taxes paid upon vesting of restricted stock units ( 2.5 ) ( 2.2 ) ( 3.9 ) Payments of dividends to a joint venture shareholder ( 0.5 ) ( 0.2 ) ( 0.3 ) Repurchase of shares — ( 29.4 ) ( 12.1 ) Net cash provided by (used in) financing activities 9.8 ( 69.9 ) ( 56.0 ) Effect of exchange rate changes on cash and cash equivalents ( 4.4 ) 1.9 ( 2.7 ) 47 Table of Contents Net increase (decrease) in cash and cash equivalents 6.9 ( 51.8 ) ( 107.7 ) Cash and cash equivalents at beginning of period 307.0 358.8 466.5 Cash and cash equivalents at end of period $ 313.9 $ 307.0 $ 358.8 Supplemental cash flow information: Income taxes paid, net of income tax refunds $ 34.3 $ 31.2 $ 36.8 Interest paid $ 40.4 $ 44.8 $ 31.9 Non-cash investing and financing activities: Property, plant and equipment purchased included in accounts payable and other liabilities $ 2.9 $ 9.7 $ 16.8 Fair value of HIS earn-out at acquisition date $ — $ 27.1 $ — (See accompanying Notes to Consolidated Financial Statements) 48 Table of Contents Ultra Clean Holdings, Inc. Consolidated Statements of Stockholders’ Equity Common Stock Treasury shares Shares Amount Additional Paid-in Capital Shares Amount Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity of UCT Noncontrolling Interests Total Equity (In millions) Balance December 31, 2021 44.9 $ 0.1 $ 514.9 0.6 $ ( 3.3 ) $ 337.4 $ ( 0.2 ) $ 848.9 $ 43.8 $ 892.7 Issuance under employee stock plans 0.7 — 0.7 — — — — 0.7 — 0.7 Repurchase of shares ( 0.3 ) — — 0.3 ( 12.1 ) — — ( 12.1 ) — ( 12.1 ) Stock-based compensation expense — 19.1 — — — — 19.1 — 19.1 Employees’ taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 3.9 ) — — — — ( 3.9 ) — ( 3.9 ) Dividend payments to a joint venture shareholder — — — — — — — — ( 0.3 ) ( 0.3 ) Divestiture of a subsidiary — — — — — — — — ( 1.9 ) ( 1.9 ) Net income — — — — — 40.4 — 40.4 10.0 50.4 Other comprehensive loss — — — — — — ( 5.2 ) ( 5.2 ) ( 2.5 ) ( 7.7 ) Balance December 30, 2022 45.2 $ 0.1 530.8 0.9 $ ( 15.4 ) $ 377.8 $ ( 5.4 ) $ 887.9 $ 49.1 $ 937.0 Issuance under employee stock plans 0.6 — 0.8 — — — — 0.8 — 0.8 Shares transfer to employee stock plans — — ( 0.5 ) — — — — — — Repurchase of shares ( 1.1 ) — — 1.1 ( 29.6 ) — — ( 29.6 ) — ( 29.6 ) Stock-based compensation expense — 12.1 — — — — 12.1 — 12.1 Employees’ taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 2.2 ) — — — — ( 2.2 ) — ( 2.2 ) Dividend payments to a joint venture shareholder — — — — — — — — ( 0.2 ) ( 0.2 ) Net income (loss) — — — — — ( 31.1 ) — ( 31.1 ) 8.9 ( 22.2 ) Other comprehensive income — — — — — — 1.0 1.0 0.5 1.5 Balance December 29, 2023 44.6 $ 0.1 $ 541.5 1.5 $ ( 45.0 ) $ 346.7 $ ( 4.4 ) $ 838.9 $ 58.3 $ 897.2 Issuance under employee stock plans 0.6 — 2.0 — — — — 2.0 — 2.0 Employees' taxes paid upon vesting of restricted stock units ( 0.1 ) — ( 2.5 ) — — — — ( 2.5 ) — ( 2.5 ) Stock-based compensation expense — — 17.4 — — — — 17.4 — 17.4 Net income — — — — — 23.7 — 23.7 10.8 34.5 Dividend payments to a joint venture shareholder — — — — — — — — ( 0.5 ) ( 0.5 ) Other comprehensive loss — — — — — — ( 5.9 ) ( 5.9 ) ( 6.4 ) ( 12.3 ) Balance December 27, 2024 45.1 $ 0.1 $ 558.4 1.5 $ ( 45.0 ) $ 370.4 $ ( 10.3 ) $ 873.6 $ 62.2 $ 935.8 (See accompanying Notes to Consolidated Financial Statements) 49 Table of Contents Ultra Clean Holdings, Inc. Notes to Consolidated Financial Statements 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Organization Ultra Clean Holdings, Inc., (the “Company” or “UCT”) a Delaware corporation, was founded in November 2002 and became a publicly traded company on the NASDAQ Global Market in March 2004. The Company is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping and part and component manufacturing, as well as tool chamber parts cleaning and coating, and micro-contamination analytical services. The Company’s Products business primarily designs, engineers and manufactures production tools, components and parts, and modules and subsystems for the semiconductor and display capital equipment markets. Products include chemical delivery modules, frame assemblies, gas delivery systems, fluid delivery systems, precision robotics, process modules, sub-fab process equipment support racks, as well as other high-level assemblies. The Company’s Services business provides ultra-high purity parts cleaning, process tool part recoating, surface encapsulation and high sensitivity micro contamination analysis primarily for the semiconductor device makers and wafer fabrication equipment markets. Fiscal Year The Company uses a 52-53 week fiscal year ending on the Friday nearest December 31. All references to quarters refer to fiscal quarters and all references to years refer to fiscal years. Principles of Consolidation The Company’s Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and all intercompany accounts and transactions have been eliminated upon consolidation. Noncontrolling interests Noncontrolling interests are recognized to reflect the portion of the equity of the majority-owned subsidiaries which is not attributable, directly or indirectly, to the controlling stockholder. The Company’s consolidated entities include partially-owned entities, which are Cinos Co., Ltd (“Cinos Korea”), a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and whose results the Company consolidates, and Cinos Xian Clean Technology, Ltd. (“Cinos China”), a Chinese entity that is majority owned by Cinos Korea. The interest held by others in Cinos Korea and in Cinos China are presented as noncontrolling interests in the accompanying Consolidated Financial Statements. The noncontrolling interests will continue to be attributed its share of gains and losses even if that attribution results in a deficit noncontrolling interests’ balance. Segments The Financial Accounting Standards Board’s (“FASB”) guidance regarding disclosure about segments in an enterprise and related information establishes standards for the reporting by public business enterprises of information about reportable segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the manner in which management organizes the reportable segments within the Company for making operational decisions and assessments of financial performance. The Company’s chief operating decision-maker is the Chief Executive Officer. The Company operates in two reportable segments: Products and Services. See Note 16 to the Company’s Consolidated Financial Statements. Foreign Currency Translation and Remeasurement As of December 27, 2024, the functional currency of the Products business’ foreign subsidiaries is the U.S. Dollar except for the subsidiaries of Ham-Let (Israel-Canada) Ltd. (“Ham-Let” or “Fluid Solutions”) in the United Kingdom and Netherlands, which is the local currency. The functional currency of the Services division’s foreign subsidiaries is the local currency, except for that of its Singapore, Scotland and Ireland entities, which is the U.S. Dollar. For the Company’s foreign subsidiaries where the local currency is the functional currency, the Company translates the financial statements of these subsidiaries to U.S. Dollars using month-end exchange rates for assets and liabilities, and average exchange rates for revenue, costs and expenses. Translation gains and losses are recorded in accumulated other 50 Table of Contents comprehensive income (loss) (“AOCI”) within UCT stockholders’ equity. For the Company’s foreign subsidiaries where the U.S. Dollar is the functional currency and functional currency differs from their local currency, any gains and losses resulting from the remeasurement of the assets and liabilities of these subsidiaries are recorded in other income (expense), net. Use of Estimates The presentation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions include, but not limited to, inventory valuation, accounting for income taxes, business combinations, contingent earn-out liabilities, valuation of goodwill, intangible assets and long-lived assets. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustments. Actual amounts may differ from those estimates. Cash and Cash Equivalents The Company considers currency on hand, demand deposits, time deposits, and all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash and cash equivalents. Cash and cash equivalents are held in various financial institutions in the United States and internationally. Accounts Receivable The majority of our accounts receivable are derived from sales to large multinational semiconductor capital equipment manufacturers throughout the world, are recorded at their invoiced amount, and do not bear interest. Allowance for Expected Credit Losses The Company maintains an allowance for expected losses resulting from the inability of its customers to make required payments. The Company evaluates its allowance for expected credit losses based on a combination of factors. In circumstances where specific invoices are deemed uncollectible, the Company provides a specific allowance against the amount due to reduce the net recognized receivable to the amount it reasonably believes will be collected. The Company also provides allowances based on its write-off history. Provision for credit loss was not material for fiscal years ended December 27, 2024, December 29, 2023 and December 30, 2022. Concentration of Credit Risk Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral. Cash is placed on deposit at large global financial institutions. Such deposits may be in excess of insured limits. Management believes that the financial institutions that hold the Company’s cash are creditworthy and, accordingly, minimal credit risk exists with respect to these balances. Fair Value of Measurements The Company measures its cash equivalents, derivative contracts, contingent earn-out liabilities and pension obligation at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. 51 Table of Contents Level 3 — Unobservable inputs that are supported by little or no market activities. The carrying values of cash and cash equivalents, accounts receivable, net, prepaid expenses and other current assets, accounts payable, accrued compensation and related benefits, and other current liabilities approximate their fair values due to their relatively short maturities as of December 27, 2024 and December 29, 2023. Derivative Financial Instruments The Company uses forward contracts to hedge a portion of, but not all, existing and anticipated foreign currency denominated transactions typically expected to occur within 24 months. The purpose of the hedge is to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated costs and eventual cash flows. The Company recognizes derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. The Company records changes in the fair value of the derivatives in the accompanying Consolidated Statements of Operations as other income (expense), net, or as a component of AOCI in the accompanying Consolidated Balance Sheets. Inventories Inventories are stated at the lower of cost (which approximates actual cost on a first-in, first-out basis) or net realizable value. The Company evaluates the valuation of all inventories, including raw materials, work-in-process, finished goods and spare parts on a periodic basis. Obsolete inventory or inventory in excess of management’s estimated usage is written down to its estimated market value less costs to sell, if less than its cost. Inherent in the estimates of market value are management’s estimates related to economic trends and future demand for the Company’s products. Inventory write downs inherently involve judgments based on assumptions about expected future demand and the impact of market conditions on those assumptions. Although the Company believes that the assumptions it used in estimating inventory write downs are reasonable, significant changes in any one of the assumptions in the future could produce a significantly different result. There can be no assurances that future events and changing market conditions will not result in significant increases in inventory write downs. For further discussion of the Company’s inventories see Note 4 of Notes to the Consolidated Financial Statements. Property, Plant and Equipment Property, plant and equipment are stated at cost, or, in the case of equipment under finance leases, the present value of future minimum lease payments at inception of the related lease. The Company also capitalizes interest on borrowings related to eligible capital expenditures. Direct costs incurred to develop software for internal use are capitalized. Costs related to the design or maintenance of internal use software are expensed as incurred. Depreciation expense is computed using the straight-line method over the estimated useful lives of assets. Leasehold improvements are depreciated over the shorter of the estimated useful lives or the term of the lease. The estimated useful life of an asset is reassessed whenever applicable facts and circumstances indicate a change in the estimated useful life of such asset has occurred. For further discussion of the Company’s property, plant and equipment see Note 4 of Notes to the Consolidated Financial Statements. Long-lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset group may not be recoverable. The Company assesses the fair value of the assets based on the amount of the undiscounted future cash flows that the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset are less than the carrying value of the asset. If the Company identifies an impairment, the Company reduces the carrying value of the group of assets to comparable market values, when available and appropriate, or to its estimated fair value based on a discounted cash flow approach. At the end of fiscal years 2024, 2023 and 2022, the Company assessed the carrying value of its long-lived assets, including property, plant and equipment as well as its intangible assets and concluded that no impairment was required. Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement and reassesses that conclusion if the arrangement is modified. When the Company determines the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or a finance lease. Operating and finance leases with lease terms of greater than one year result in the Company recording a right-of-use (“ROU”) asset and lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease 52 Table of Contents term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable or when the implicit interest rate is not readily determinable, the Company uses its incremental borrowing rate. The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization. The incremental borrowing rate is based on the Company’s collateralized borrowing capabilities over a similar term of the lease payments. The Company utilizes the incremental borrowing rate based on bank loan rates at the respective locations for leases where appropriate and the consolidated group bank loan rate where the Company does not have local bank financings. The operating lease ROU asset also includes any lease payments made in advance and is reduced by any lease incentives. Specific lease terms used in computing the ROU assets and lease liabilities may include options to extend or terminate the lease when the Company believes it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. The Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in operating lease ROU assets and in operating lease liabilities on the Company’s consolidated balance sheet. The Company’s finance leases at December 27, 2024 and December 29, 2023 were not significant. For further discussion of the Company’s leases see Note 14 of Notes to the Consolidated Financial Statements. Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if indicators of potential impairment exist. Finite-lived intangible assets are presented at cost, net of accumulated amortization, and are amortized on either a straight-line method or on an accelerated method over their estimated economic lives. The Company reviews goodwill and purchased intangible assets with indefinite lives for impairment annually and whenever events or changes in circumstances indicate that the carrying value exceeds their fair value, such as when reductions in demand or significant economic slowdowns in the semiconductor industry are present. There were no impairments of the Company’s goodwill and purchased intangible assets in fiscal year 2024 or 2023. For further discussion of the Company’s goodwill and intangible assets see Note 6 of Notes to the Consolidated Financial Statements. Deferred Debt Issuance Costs Debt issuance costs incurred in connection with obtaining debt financing are deferred and presented as a direct deduction from Bank Borrowings in the accompanying Consolidated Balance Sheets. Deferred costs are amortized on an effective interest method basis over the contractual term. Defined Benefit Pension Plan The Company has several noncontributory defined benefit pension plans covering substantially all of the employees of two of its foreign entities upon termination of their employee services. The benefits for these plans are based on expected years of service and average compensation. The net period costs are recognized as employees render the services necessary to earn the postretirement benefits. The Company records annual amounts relating to the pension plan based on calculations that incorporate various actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive gain (loss) and amortized to net periodic cost over future periods using the corridor method. The Company believes that the assumptions utilized in recording its obligations under the plan are reasonable based on its experience and market conditions. For further discussion of the Company’s defined benefit pension plan see Note 9 of Notes to the Consolidated Financial Statements. Revenue Recognition Revenue is recognized when the Company satisfies performance obligations as evidenced by the transfer of control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company performs the following five steps to determine when to recognize revenue: (1) identification of the contract(s) with its customers, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract, and (5) recognition of revenue when, or as, a performance obligation is satisfied. The Company infrequently sells certain finished goods inventory on a bill and hold basis. The terms of the bill and hold agreement provide that title to the specified inventory is transferred to the customer prior to shipment and the 53 Table of Contents Company has the right to payment (prior to physical delivery) which results in recorded revenue as determined under the revenue recognition standard. There were no significant bill and hold arrangements for fiscal year 2024, 2023 and 2022. For further discussion of the Company’s revenue recognition see Note 13 of Notes to the Consolidated Financial Statements. Shipping and Handling Costs Shipping and handling costs are included as a component of cost of revenues. Research and Development Costs Research and development costs are expensed as incurred. Stock-Based Compensation Expense The Company maintains stock-based compensation plans which allow for the issuance of equity-based awards to directors and certain employees. These equity-based awards include restricted stock awards (“RSAs”), performance stock units (“PSUs”) and restricted stock units (“RSUs”). The RSAs and RSUs use the closing price of stock price on the day preceding the grant date as a proxy for fair value and compensation expense. The PSUs contain market conditions, and compensation expense is measured using a Monte Carlo simulation model and recognized over the requisite service period based on the expected market performance as of the grant date. Forfeitures are recognized as they occur. The Company also maintains an employee stock purchase plan (“ESPP”) that provides for the issuance of shares to all eligible employees of the Company at a discounted price. For further discussion of the Company’s employee stock plans see Note 12 of Notes to the Consolidated Financial Statements. Government Subsidies Government subsidies are recognized where there is reasonable assurance that the subsidy will be received and all attached conditions will be complied with. When the subsidy relates to an expense item, it is recognized as a reduction of that expense on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the subsidy relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. When the subsidy does not relate to specific expenses or assets, the income is accounted for in the period where there is reasonable assurance that the subsidy will be received. For further discussion of the Company’s government subsidies see Note 17 of Notes to the Consolidated Financial Statements. Income Taxes The Company utilizes the asset and liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. In evaluating our ability to realize our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate assumptions about the amount of future federal, state, and foreign pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider recent cumulative income (loss). A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. Income tax positions must meet a more likely than not recognition threshold to be recognized. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes potential accrued interest and penalties related to unrecognized tax benefits within the consolidated statements of income as income tax expense. The Company accounts for Global Intangible Low-Taxed Income as period costs when incurred. For further discussion of the Company’s income taxes see Note 8 of Notes to the Consolidated Financial Statements 54 Table of Contents Net Income (Loss) per Share Basic net income per share is computed by dividing net income by the weighted average number of shares outstanding for the period. Diluted net income per share is calculated by dividing net income by the weighted average number of common shares outstanding and common equivalent shares from dilutive restricted stock using the treasury stock method, except when such shares are anti-dilutive. In accordance with Accounting Standards Codification 718, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of in-the-money stock options and restricted stock units. This results in the assumed buyback of additional shares, thereby reducing the dilutive impact of equity awards. For further information of the Company’s income per share see Note 15 of Notes to Consolidated Financial Statements. Business Combinations The Company recognizes assets acquired (including goodwill and identifiable intangible assets), liabilities assumed and noncontrolling interest at fair value on the acquisition date. Subsequent changes to the fair value of such assets acquired and liabilities assumed are recognized in earnings, after the expiration of the measurement period, a period not to exceed 12 months from the acquisition date. Acquisition-related expenses and acquisition-related restructuring costs are recognized in earnings in the period in which they are incurred. For further discussion of the Company’s business combinations see Note 2 of Notes to the Consolidated Financial Statements Accounting Standards Recently Adopted In November 2023, FASB issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU No. 2023-07”), which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU No. 2023-07 does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The Company adopted ASU No. 2023-07 on December 27, 2024, with retrospective disclosure of prior periods presented. There was no impact to its results of operations, cash flows and financial condition. Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU No. 2023-09”), which amends the guidance in ASC 740, Income Taxes. ASU No. 2023-09 is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The Company will adopt ASU No. 2023-09 prospectively in its fiscal year 2025. In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU No. 2024-03”), which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. ASU No. 2024-03 is effective for annual periods beginning after December 15, 2026 and for interim periods beginning after December 15, 2027 on a retrospective or prospective basis, with early adoption permitted. The Company is evaluating the effect that ASU No. 2024-03 will have on its financial statement disclosures. 2. BUSINESS COMBINATIONS On October 25, 2023, the Company acquired 100 % of the shares of HIS Innovations Group (“HIS”), a privately held company based in Hillsboro, Oregon. HIS is a leading supplier to the semiconductor sub-fab segment including the design, manufacturing, and integration of components, process solutions, and fully integrated sub-systems. 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 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. The fair value of the potential earn-out payments was determined utilizing a Monte Carlo simulation model. As of 55 Table of Contents December 27, 2024, the estimated fair value of the earn-out payments was approximately $ 0.1 million. The change in the accrual is due to lower-than-expected financial performance. See Note 5 Fair Value for further discussion. The Company has assigned the purchase price of HIS to the tangible assets, liabilities and identifiable intangible assets acquired, based on their estimated fair values. The excess of purchase price over the aggregate fair value was recorded as goodwill. Goodwill associated with the acquisition is primarily attributable to the future technology, market presence and knowledgeable and experienced workforce. The fair value assigned to identifiable intangible assets acquired was determined using the income approach taking into account the Company’s consideration of a number of inputs, including a third-party analysis that was based upon estimates and assumptions provided by the Company. These estimates and assumptions were determined through established and generally accepted valuation techniques and with the assistance of a valuation specialist. 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: (In millions) Amount Cash and cash equivalents $ 0.4 Accounts receivable 5.6 Inventories 11.4 Prepaid expenses and other assets 2.7 Property, plant and equipment 9.3 Purchased intangible assets 51.6 Operating lease right-of-use assets 7.5 Accounts payable ( 8.1 ) Accrued compensation and related benefits ( 0.7 ) Other current liabilities ( 0.9 ) Deferred tax liabilities ( 12.1 ) Operating lease liabilities ( 9.6 ) Total identifiable net assets $ 57.1 Goodwill 16.5 The following table summarizes the intangible assets acquired and the useful lives of these assets: Useful Life Purchased Intangible Assets (In years) (In millions) Customer relationships 7 $ 35.2 IP knowhow 5 11.2 Developed technology 5 4.6 Backlog 1 0.6 Total purchased intangible assets $ 51.6 The results of operations for the Company for the year ended December 29, 2023 included operating activities for HIS since its acquisition date of October 25, 2023. Pro forma and historical post-closing results of operations for the HIS acquisition were not material to the Company’s Consolidated Statements of Operations. In addition, acquisition-related costs of $ 1.0 million and $ 4.7 million were included in the results of operations for the year ended December 27, 2024 and December 29, 2023, respectively. Acquisition costs are included in general and administrative expenses in the Company’s consolidated results of operations. 3. BUSINESS DIVESTITURES In 2022, the Company executed the sale of four of its non-semiconductor operating subsidiaries of Fluid Solutions. Each of these entities was reported within the Products reportable segment. The purpose of the divestitures was to allow the 56 Table of Contents Company to remain focused on its core semiconductor business. As a result of these divestitures, the Company recorded a net loss of $ 77.4 million during fiscal year 2022, which was recorded in the Consolidated Statements of Operations. The recorded net loss included the write-off of intangible assets, goodwill and net assets of $ 27.8 million, $ 19.7 million and $ 29.9 million, respectively. Goodwill was allocated to the divestitures based on the relative fair value of each component in relation to its respective reporting unit. See Note 6 Goodwill and Intangible Assets for further discussion. 4. BALANCE SHEET INFORMATION Inventories consisted of the following: (In millions) December 27, 2024 December 29, 2023 Raw materials $ 195.4 $ 197.9 Work in process 130.8 107.2 Finished goods 54.8 69.4 Total $ 381.0 $ 374.5 Property, plant and equipment, net, consisted of the following: (In millions) Useful Life (In years) December 27, 2024 December 29, 2023 Land n/a $ 5.7 $ 5.6 Buildings 50 52.2 57.1 Leasehold improvements * 138.7 110.8 Machinery and equipment 5 - 10 222.4 207.4 Computer equipment and software 3 - 10 78.2 72.2 Furniture and fixtures 5 4.8 5.0 502.0 458.1 Accumulated depreciation ( 214.0 ) ( 170.3 ) Construction in progress 37.9 40.5 Total $ 325.9 $ 328.3 * Lesser of estimated useful life or remaining lease term Capitalized interest was not significant for the fiscal years ended December 27, 2024, December 29, 2023 and December 30, 2022. 5. FAIR VALUE The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy: Fair Value Measurement at Reporting Date Using Description December 27, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In millions) Other non-current assets: Plan assets $ 0.1 $ — $ — $ 0.1 Other liabilities: Pension obligation $ 1.7 $ — $ — $ 1.7 Contingent earn-out $ 0.1 $ — $ — $ 0.1 57 Table of Contents Fair Value Measurement at Reporting Date Using Description December 29, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (In millions) Other non-current assets: Plan assets $ 1.3 $ — $ — $ 1.3 Other current liabilities: Forward contracts $ 0.1 $ — $ 0.1 $ — Other liabilities: Pension obligation $ 1.6 $ — $ — $ 1.6 Contingent earn-out $ 29.1 $ — $ — $ 29.1 The estimated fair value of foreign currency forward contracts is based upon quoted market prices obtained from independent pricing services for similar derivative contracts and these financial instruments are characterized as Level 2 assets in the fair value hierarchy. The estimated fair value of pension obligation is based on expected years of service and average compensation. The valuation model used to value pension obligation utilizes mortality rate, inflation, interest rate risks and changes in the life expectancy for pensioners. These assumptions are routinely made in the appraisal process by the independent actuary resulting in a Level 3 classification. As of December 27, 2024, the Company's aggregate pension benefit obligations is $ 12.3 million and was exceeded by the fair value of the pension plan assets of $ 10.6 million, resulting in underfunded pension benefit obligations of $ 1.7 million. 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. Each overfunded plan is recognized as an asset and each underfunded plan is recognized as a liability. The Company measures its contingent earn-out liabilities at fair value on a recurring basis using a Monte Carlo simulation model. The significant unobservable inputs used in the model include the forecasted operating profit of the acquired business during calendar year 2025. Significant increases or decreases to the forecasted results would result in a significantly higher or lower liability, with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and amount paid will be recorded in earnings. The amount paid that is less than or equal to the contingent earn-out liability on the acquisition date is reflected as cash used in financing activities in the consolidated statements of cash flows. Any amount paid in excess of the contingent earn-out liability on the acquisition date is reflected as cash used in operating activities in the consolidated statements of cash flows. In 2024 and 2023, the Company recorded $ 29.0 million gain and $ 2.0 million loss, respectively from changes in the fair value of contingent earn-out related to the acquisition of HIS. These amounts were recorded as other income (expense), net, in the Consolidated Statements of Operations. There were no transfers in or out of any level during the fiscal year ended December 27, 2024 or December 29, 2023. Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources. 6. GOODWILL AND INTANGIBLE ASSETS The Company’s methodology for allocating the purchase price relating to an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the consideration transferred over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value. Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The process of evaluating the potential impairment of goodwill and intangible 58 Table of Contents assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results. In the fourth quarters of 2024 and 2023, the Company performed qualitative impairment assessments for each of the Company's reporting units. The qualitative assessments indicated that it was more likely than not that the fair values of its reporting units exceeded its carrying value and, therefore, did not result in an impairment. In connection with the divestiture of certain Fluid Solutions subsidiaries during fiscal year 2022, the Company wrote off goodwill and intangible assets of $ 19.7 million and $ 27.8 million, respectively. Details of aggregate goodwill of the Company are as follows: (In millions) Products Services Total Balance at December 30, 2022 $ 175.3 $ 73.5 $ 248.8 Acquisition of HIS 16.4 — 16.4 Balance at December 29, 2023 $ 191.7 $ 73.5 $ 265.2 HIS Fair value adjustment 0.1 — 0.1 Balance at December 27, 2024 $ 191.8 $ 73.5 $ 265.3 Intangible Assets Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews finite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable and evaluates indefinite-lived intangible asset for impairment annually, or more frequently if indicators of potential impairment exist. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure. Details of intangible assets were as follows: As of December 27, 2024 As of December 29, 2023 (Dollars in millions) Useful Life (In years) Gross Carrying Amount Accumulated Amortization Carrying Value Gross Carrying Amount Accumulated Amortization Carrying Value Customer relationships 6 - 10 $ 207.2 $ ( 117.4 ) $ 89.8 $ 207.2 $ ( 97.5 ) $ 109.7 Recipes 20 73.2 ( 23.2 ) 50.0 73.2 ( 19.5 ) 53.7 Intellectual property/knowhow 7 - 15 48.9 ( 22.8 ) 26.1 48.9 ( 18.4 ) 30.5 Tradename 4 - 6 * 32.5 ( 22.9 ) 9.6 32.5 ( 22.1 ) 10.4 Standard operating procedures 20 8.6 ( 2.7 ) 5.9 8.6 ( 2.3 ) 6.3 Developed technology 5 4.6 ( 1.1 ) 3.5 4.6 ( 0.2 ) 4.4 Backlog 1 0.6 ( 0.6 ) — 0.6 ( 0.3 ) 0.3 Total $ 375.6 $ ( 190.7 ) $ 184.9 $ 375.6 $ ( 160.3 ) $ 215.3 * The Company concluded that the asset life of UCT tradename of $ 9.0 million is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. 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 $ 30.4 million for the year ended December 27, 2024, $ 24.1 million for the year ended December 29, 2023, and $ 30.0 million for the year ended December 30, 2022. 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 December 27, 2024, future 59 Table of Contents estimated amortization expense is expected to be as follows: (In millions) Amortization Expense 2025 $ 28.1 2026 27.2 2027 26.9 2028 23.8 2029 16.2 Thereafter 53.7 Total $ 175.9 7. 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; (ii) reduce the interest rate applicable to the term loan facility under the Credit Agreement by 0.25 % per annum; and (iii) increase the outstanding amount under the Term Loan of $ 475.4 million to $ 500 million. The Sixth Amendment resulted in the receipts of an additional $ 67.7 million of debt, net of $ 1.1 million related lender fees from new or existing syndicate lenders which was offset by syndicate lenders who reduced their positions by $ 44.2 million. 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 Consolidated Statements of Operations for the year ended December 27, 2024. On October 8, 2024, the Company entered a Seventh Amendment (the “Seventh Amendment”) to the Credit Agreement to further reduce the interest rate applicable to the term loan facility under the Credit Agreement by 0.25 % per annum. The Term Loan has a maturity date of February 25, 2028. The Company pays monthly interest payments in arrears and quarterly principal payments of 0.625 % of the outstanding principal balance as of October 8, 2024 , with the remaining principal paid upon maturity. The revolving credit facility has an available commitment of $ 150.0 million and a maturity date of August 27, 2027. 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 December 27, 2024, the Company had $ 146.5 million, net of $ 3.5 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 December 27, 2024, the Company had $ 3.5 million of outstanding letters of credit and $ 46.5 million of available commitments remaining under the letter of credit facility. Under the Credit Agreement, the Company may elect that the Term Loan bear interest at a rate per annum equal to either (a) “ABR” (as defined in the Credit Agreement), plus the applicable margin or (b) the “Eurodollar Rate” (as defined in the Credit Agreement), based on SOFR, plus the applicable margin. The applicable margin for the Term Loan is equal to a rate per annum to either (i) at any time that the Company’s corporate family rating is Ba3 (with a stable outlook) or higher from Moody’s and BB (with a stable outlook) or higher from S&P, (x) 3.00 % for such Eurodollar term loans and (y) 2.00 % for such ABR term loans or (ii) at all other times, (x) 3.25 % for such Eurodollar term loans and (y) 2.25 % for such ABR term loans. 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 December 27, 2024, the Company had an outstanding amount under the Term Loan of $ 493.8 million, gross of unamortized debt issuance costs of $ 7.2 million. As of December 27, 2024, the interest rate on the outstanding Term Loan was 7.8 %. 60 Table of Contents 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. The Company was in compliance with all financial covenants as of the fiscal year ended December 27, 2024. The Company has a credit agreement with a local bank in the Czechia that provides for a revolving credit facility in the aggregate of up to 7.0 million euros (approximately $ 7.3 million). As of December 27, 2024, no debt was outstanding under this revolving credit facility. Fluid Solutions has a credit facility with a financial institution in Israel that provides borrowing up to $ 6.0 million. As of December 27, 2024, Fluid Solutions had an $ 5.9 million outstanding balance under this facility with interest rate of 6.7 %. As of December 27, 2024, the Company’s total bank debt was $ 492.5 million, net of unamortized debt issuance costs of $ 7.2 million. As of December 27, 2024, the Company had $ 146.5 million, $ 0.1 million and $ 7.3 million available to draw from its credit facilities in the U.S., Israel and Czechia, 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. As of December 27, 2024, the Company’s future debt principal payment obligations for the respective fiscal years were as follows: (In millions) Debt (Principal only) 2025 $ 18.3 2026 12.3 2027 12.3 2028 456.8 Total $ 499.7 8. INCOME TAXES Income before provision for income taxes was generated from the following geographic areas: Year Ended (In millions) December 27, 2024 December 29, 2023 December 30, 2022 United States $ ( 106.4 ) $ ( 133.5 ) $ ( 61.9 ) Foreign 173.6 122.2 150.2 Total pretax income $ 67.2 $ ( 11.3 ) $ 88.3 The provision for income taxes consisted of the following: Year Ended (In millions) December 27, 2024 December 29, 2023 December 30, 2022 Current: Federal $ ( 0.1 ) $ 0.1 $ ( 0.8 ) State 0.5 0.3 1.1 Foreign 35.1 22.7 37.5 Total current 35.5 23.1 37.8 Deferred: Federal 0.4 ( 9.4 ) 0.3 State 0.1 ( 1.5 ) 0.2 Foreign ( 3.3 ) ( 1.3 ) ( 0.4 ) Total deferred ( 2.8 ) ( 12.2 ) 0.1 Total provision $ 32.7 $ 10.9 $ 37.9 61 Table of Contents The effective tax rate differs from the U.S. federal statutory tax rate as follows: Year Ended December 27, 2024 December 29, 2023 December 30, 2022 Federal income tax provision at statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit ( 8.1 ) % 48.5 % ( 1.6 ) % Effect of foreign operations ( 11.0 ) % 21.5 % ( 6.7 ) % Change in valuation allowance 37.4 % ( 34.0 ) % 24.3 % Foreign income inclusions 18.9 % ( 141.2 ) % 4.0 % Nondeductible executive compensation 1.4 % ( 7.0 ) % 1.8 % Stock-based compensation ( 0.5 ) % ( 3.7 ) % ( 0.3 ) % Acquisition related expenses ( 9.1 ) % ( 8.0 ) % — Tax credits ( 0.7 ) % 6.2 % ( 0.7 ) % Tax reserves ( 1.5 ) % ( 0.1 ) % 1.1 % Other 0.9 % 0.3 % — % Effective Tax Rate 48.7 % ( 96.5 ) % 42.9 % Significant components of deferred tax assets and liabilities are as follows: Year Ended (In millions) December 27, 2024 December 29, 2023 Deferred tax assets: Interest expense limitation $ 39.5 $ 29.4 Operating lease liabilities 28.3 27.3 Tax loss carryforwards 40.4 19.9 Capitalized research and development costs 12.5 10.9 Inventory valuation and basis difference 7.4 5.3 Accruals 4.6 4.4 Tax credits 6.5 7.3 Other timing differences 8.2 7.1 147.4 111.6 Valuation allowance ( 96.3 ) ( 57.9 ) Total deferred tax assets 51.1 53.7 Deferred tax liabilities: Goodwill ( 21.7 ) ( 19.7 ) Operating lease right-of-use assets ( 27.2 ) ( 26.1 ) Intangibles ( 9.6 ) ( 12.9 ) Depreciation ( 3.6 ) ( 9.0 ) Other ( 2.0 ) ( 1.9 ) Total deferred tax liabilities ( 64.1 ) ( 69.6 ) Net deferred tax liabilities $ ( 13.0 ) $ ( 15.9 ) As of December 27, 2024, the Company had undistributed earnings of certain foreign subsidiaries of approximately $ 555.0 million that are considered indefinitely reinvested and on which we have not recognized deferred taxes. It is not practicable to determine the tax liability that might be incurred if these earnings were to be distributed. For undistributed earnings of foreign subsidiaries which are not considered indefinitely reinvested deferred taxes have been accrued. As of December 27, 2024, a valuation allowance of $ 96.3 million was established for deferred tax assets related to U.S. federal and state assets and certain foreign assets. For fiscal 2024, the valuation allowance increased by $ 38.4 million. The increase in the valuation allowance is primarily due to an increase in deferred tax assets attributable to U.S. taxable losses 62 Table of Contents and additional capital losses recognized by one of our subsidiaries in Israel on its income tax return related to divestitures of certain of its subsidiaries. The Company’s gross liability for unrecognized tax benefits as of December 27, 2024 and December 29, 2023 was $ 2.3 million and $ 2.9 million, respectively. If the remaining balance of unrecognized tax benefits were recognized in a future period, it would result in a tax benefit of $ 1.4 million as of December 27, 2024 ($ 2.1 million as of December 29, 2023) and a reduction in the effective tax rate. Increases or decreases to interest and penalties on uncertain tax positions are included in the income tax provision in the Consolidated Statements of Operations. Interest related to uncertain tax positions for the periods ended December 27, 2024, December 29, 2023 and December 30, 2022, was not material. There are no penalties accrued within the liability for unrecognized benefits. Although it is possible some of the unrecognized tax benefits could be settled within the next twelve months, the Company cannot reasonably estimate the outcome at this time. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions): Balance as of December 31, 2021 $ 1.6 Increases related to prior year tax positions 0.1 Increases related to current year tax positions 1.0 Balance at December 30, 2022 $ 2.7 Increases related to current year tax positions 0.3 Settlement ( 0.1 ) Balance at December 29, 2023 $ 2.9 Increases related to prior year tax positions 0.1 Increases related to current year tax positions 0.5 Reduction due to lapse statute of limitations ( 1.2 ) Balance at December 27, 2024 $ 2.3 As of December 27, 2024, the Company had U.S. federal, state and foreign net operating loss carryforwards (“NOLs”) of approximately $ 53.9 million, $ 169.2 million and $ 18.9 million, respectively. The Company's U.S. valuation allowance includes the deferred tax asset on the NOL carryforwards. The U.S. federal NOL’s can be carried forward indefinitely. The state NOLs begin expiring after 2029 and the foreign NOLs begin expiring after 2026. The Company also had federal tax credit carryforwards of approximately $ 7.3 million which expire in various years from fiscal 2028 through 2044. As of December 27, 2024, the Company had a foreign capital loss carryforward of approximately $ 56.4 million which can be carried forward indefinitely. The Company’s foreign valuation allowance includes the deferred tax asset on the capital loss carryforward. The Company files federal, state and foreign income tax returns in several U.S. and foreign jurisdictions. The federal statute of limitation has closed for years prior to 2021. State statutes of limitation are generally closed for years prior to 2020. The statute of limitation for significant foreign jurisdictions has closed for years prior to 2020. The Company is operating under a Development and Expansion Incentive (“DEI”) in Singapore that is in effect through 2028. The DEI reduces the local tax on certain Singapore income from a statutory rate of 17 % to 5 % until December 31, 2025 and 6% from 2026 through 2028. The Company has also been granted a tax holiday in Malaysia, subject to certain conditions. The Malaysia tax holiday period which provides a zero rate of tax on qualifying income commenced in fiscal year 2022 and is effective through February 28, 2037. The tax holidays in Singapore and Malaysia are conditional upon meeting certain employment and investment thresholds. The Singapore DEI decreased foreign taxes by $ 5.4 million, $ 4.1 million, and $ 11.9 million for fiscal years 2024, 2023 and 2022, respectively. The tax benefit of the Singapore DEI on net income per share (diluted) was approximately $ 0.12 , $ 0.09 and $ 0.26 in fiscal years 2024, 2023 and 2022, respectively. The benefit of the tax holiday in Malaysia is zero for fiscal years 2024, 2023 and 2022 due to losses incurred in these years. 9. RETIREMENT PLANS Defined Benefit Plan Cinos Korea has a noncontributory defined benefit pension plan covering substantially all of its employees upon their retirement. The Company's entities in Israel also have noncontributory defined benefit pension plans covering their employees upon their retirement. The benefits for these plans are based on expected years of service and average compensation. The net period costs are recognized as employees render the services necessary to earn the postretirement benefits. The Company records annual amounts relating to the pension plan based on calculations that incorporate various 63 Table of Contents actuarial and other assumptions, including discount rates, mortality, assumed rates of return, compensation increases and turnover rates. The Company reviews its assumptions on an annual basis and makes modifications to the assumptions based on current and expected rates of return and trends when it is appropriate to do so. The effect of modifications to those assumptions is recorded in accumulated other comprehensive income and amortized to net periodic cost over future periods using the corridor method. 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 December 27, 2024, the benefit obligation of the plans was $ 12.3 million and the fair value of the benefit plan assets was $ 10.6 million which are invested in several fixed deposit accounts with financial institutions. As of December 27, 2024, the underfunded balance of the plans of $ 1.7 million has been recorded by the Company and is included in other liabilities. Amounts recognized in the Consolidated Statement of Operations for the years ended December 27, 2024 and December 29, 2023 was $ 1.7 million and $ 1.9 million, respectively. The amount recognized in accumulated other comprehensive income was $ 1.0 million and $ 0.4 million for fiscal year ended December 27, 2024 and December 29, 2023, respectively. The Company and its subsidiaries contributed $ 1.0 million and $ 1.5 million during the fiscal year ended December 27, 2024 and December 29, 2023, respectively. As of December 27, 2024, the Company’s future payment obligations for the respective fiscal years are as follows: (In millions) 2025 $ 1.7 2026 1.7 2027 2.6 2028 1.3 2029 1.2 Thereafter 11.2 Total $ 19.7 Employee Savings and Retirement Plan The Company sponsors a 401(k) savings and retirement plan (the “401(k) Plan”) for all U.S. employees who meet certain eligibility requirements. Participants can elect to contribute to the 401(k) Plan, on a pre-tax basis, up to 25 % of their salary to a maximum of the IRS limit. The Company matches 50 % of each employee's contribution up to a maximum of 6 % of the employee's eligible earnings. The Company made discretionary employer contributions of approximately $ 3.5 million, $ 3.2 million and $ 3.3 million to the 401(k) Plan in 2024, 2023 and 2022, respectively. 10. COMMITMENTS AND CONTINGENCIES Commitment The Company leases real estate and equipment under various non-cancelable operating leases. For additional information, see Note 14 of the Notes to the Consolidated Financial Statements. Contingency From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims individually or in the aggregate cannot be predicted with certainty, the Company has not had a history of outcomes to date that have been material to the statement of operations and does not believe that any of these proceedings or other claims will have a material adverse effect on its consolidated financial condition, results of operations or cash flows. 11. STOCKHOLDERS’ EQUITY AND NONCONTROLLING INTERESTS Treasury Stock 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 in fiscal year 2024. In fiscal years 2023 and 2022, approximately 1.1 million and 0.3 million shares were repurchased under this program with an aggregate cost of $ 29.4 million and $ 12.1 million and an average price of $ 29.16 and $ 35.31 per share, respectively 64 Table of Contents As of December 27, 2024, 1.4 million shares had been repurchased under the program and they are held in treasury stock. The Company records treasury stock using the cost method. The Company may reissue these treasury shares as part of its stock-based compensation programs. Non-controlling Interests The Company owns part of the outstanding shares of Cinos Korea, a South Korean company that provides outsourced cleaning and recycling of precision parts for the semiconductor industry through its operating facilities in South Korea and through a partial interest in Cinos China. The carrying value of the remaining interest held by another shareholder in Cinos Korea and the remaining interest in Cinos China are presented as noncontrolling interests in the accompanying Consolidated Financial Statements. The noncontrolling interests were estimated based on the values of Cinos Korea and Cinos China on a 100 % basis. The values were calculated based on the pro-rata portion of total Services earnings before interest expense, taxes, depreciation and amortization contributed by each entity. 12. EMPLOYEE STOCK PLANS Employee Stock Plans The Company grants stock awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”) to its employees as part of the Company’s long-term equity compensation plan. These stock awards are granted to employees with a unit purchase price of zero dollars and typically vest over three years , subject to the employee’s continued service with the Company and, in the case of PSUs, subject to achieving certain performance goals and market conditions. The Company also grants common stock to its board members in the form of restricted stock awards (“RSAs”), which vest on the earlier of the next Annual Shareholder Meeting, or 365 days from date of grant. The aggregate number of shares authorized for issuance under the plan is 12,555,695 . Stock-based compensation expense includes compensation costs related to estimated fair values of awards granted. The estimated fair value of the Company’s equity-based awards is amortized on a straight-line basis over the awards’ vesting period and is adjusted for performance as it relates to PSUs. The following table shows the Company's stock-based compensation included in the Consolidated Statements of Operations: Year Ended (In millions) December 27, 2024 December 29, 2023 December 30, 2022 Cost of revenues (1) $ 1.6 $ 1.3 $ 1.5 Research and development 0.3 0.3 0.3 Sales and marketing 1.9 1.5 1.3 General and administrative 13.6 9.0 16.0 Total stock-based compensation $ 17.4 $ 12.1 $ 19.1 _____________________________________________________________________________________ (1) Stock-based compensation expenses capitalized in inventory for fiscal years 2024, 2023 and 2022 were immaterial. As of December 27, 2024, there was $ 27.0 million of unrecognized compensation cost related to employee awards which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.7 years, and will be adjusted for subsequent changes in future grants. For each of the fiscal years ended 2024, 2023 and 2022, vested shares of 0.1 million were withheld to satisfy withholding tax obligations, resulting in the net issuance of 0.5 million, 0.5 million and 0.6 million shares, respectively. 65 Table of Contents Restricted Stock Units, Performance Stock Units and Restricted Stock Awards The following table summarizes the Company’s PSUs, RSUs and RSAs activities through the year ended December 27, 2024: Number of Shares Aggregate Intrinsic Value (In millions) Unvested restricted stock units and restricted stock awards at December 30, 2022 1.1 $ 37.6 Granted 0.8 Vested ( 0.5 ) Forfeited 0.0 Unvested restricted stock units and restricted stock awards at December 29, 2023 1.4 $ 46.1 Granted 0.7 Vested ( 0.5 ) Forfeited ( 0.2 ) Unvested restricted stock units and restricted stock awards at December 27, 2024 1.4 $ 52.0 Vested and expected to vest restricted stock units and restricted stock awards 1.4 $ 51.9 During the year ended December 27, 2024, the Company approved and granted 0.6 million RSUs to employees valued at $ 22.8 million with a weighted average grant date fair value of $ 40.83 per share. During the year ended December 27, 2024, the Company also approved and granted 0.1 million PSUs valued at $ 5.3 million with a weighted average grant date fair value of $ 42.23 per share. The total fair value of shares vested during the fiscal year 2024 was $ 17.5 million for RSUs and $ 0.7 million for PSUs. 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. The percentage to be applied to each participant’s target award ranges from zero to 200 % based upon the extent to which the financial performance goals are achieved. 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. At the end of the three-year performance period, the total units earned, if any, are adjusted by applying two modifiers, each ranging from 25.0 % to ( 25.0 %)% based on (i) the Company’s relative total shareholder return (“TSR”) compounded annual growth rate (“CAGR”) which is based on the Company’s stock price changes relative to a group of peer companies and (ii) the “average annual difference in operating margin” is defined as non-GAAP operating margin divided by total revenue comparing the annual operating plan to actual results. The TSR modifier is intended to ensure that there are limited or no payouts under the PSU program if the Company’s stock performance is significantly below the median TSR. Where the financial goals have been met and where there has been strong relative TSR performance over the three-year performance period, the PSU program may provide substantial rewards to participants with a maximum payout of two times the initial PSU award. 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. 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. For awards that contain market conditions, compensation expense is measured using a Monte Carlo simulation model and recognized over the requisite service period based on the expected market performance as of the grant date. For the PSU 66 Table of Contents awards, the Company used the following inputs for the Monte Carlo simulation: Year Ended December 27, 2024 December 29, 2023 December 30, 2022 Stock price $ 40.82 $ 28.19 $ 32.17 Term 2.68 years 2.68 years 2.68 years Expected volatilities 50.6 % 57.4 % 65.9 % Risk-free rate 4.8 % 3.9 % 2.7 % In fiscal year 2024, the Company granted 25,529 common stock valued at $ 1.2 million with a weighted average date fair value of $ 46.17 per share to its board members under the 2003 Incentive Plan. The total fair value of shares vested during the fiscal year 2024 was $ 1.7 million for RSAs. The total unamortized expense of the Company’s unvested RSAs as of December 27, 2024, is approximately $ 0.5 million. Employee Stock Purchase Plan The ESPP permits employees to purchase common stock at a discount through payroll withholdings at certain specified dates (purchase period) within a defined offering period. 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. The aggregate number of shares authorized for issuance under the plan is 1,055,343 . There were 79,072 shares issued under the ESPP during the year ended December 27, 2024. The Company recorded $ 0.7 million, $ 0.4 million and $ 0.1 million of stock-based compensation expense related to ESPP for fiscal years 2024, 2023 and 2022, respectively. 13. REVENUE RECOGNITION Revenue is recognized when the Company satisfies the performance obligations as evidenced by the transfer of control of the promised goods or services to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company sells its products and services primarily to customers in the semiconductor capital equipment industry. The Company’s revenues are highly concentrated and therefore highly dependent upon a small number of customers. Typical payment terms with our customers range from thirty to sixty days . The Company’s Products business segment provides warranty on its products for a period of up to two years and provides for warranty costs at the time of sale based on historical activity. Determination of the warranty reserve requires the Company to make estimates of product return rates and expected costs to repair or replace the products under warranty. If actual return rates and/or repair and replacement costs differ significantly from these estimates, adjustments to recognize additional cost of revenues may be required in future periods. The warranty reserve is included in other current liabilities on the Consolidated Balance Sheets and is not considered significant. The Company’s products are manufactured and services provided at the Company's locations throughout the Americas, Asia Pacific and Europe and the Middle East (“EMEA”). Sales to customers are initiated through a purchase order and are governed by our standard terms and conditions, written agreements, or both. Revenue is recognized when performance obligations under the terms of an agreement with a customer are satisfied; generally, this occurs with the transfer of control of the products or when the Company provides the services. Based on the enforceable rights included in our agreements or prevailing terms and conditions, products produced by the Company without an alternative use are not protected by an enforceable right of payment that includes a reasonable profit throughout the duration of the agreement. Consignment sales are recognized in revenue at the earlier of the period that the goods are consumed or after a period of time subsequent to receipt by the customer as specified by terms of the agreement, provided control of the promised goods or services has transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, value-add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Certain of our customers may receive cash-based incentives, such as rebates or credits, which are accounted for as variable consideration. We estimate these amounts based on the expected amount to be provided to customers and reduce revenues recognized. Accruals for unpaid customer rebates of $ 2.3 million and $ 2.0 million as of December 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 Consolidated Statement of Operations. Certain services performed by the 67 Table of Contents Company related to products sold to customers are included in Products revenue in the Consolidated Statement of Operations. These services are not material for any of the years presented. The Company’s principal markets include Americas, Asia Pacific and EMEA. The Company’s foreign operations are conducted primarily through its subsidiaries in China, Malaysia, Singapore, Israel, Taiwan, South Korea, the United Kingdom and the Czechia. Revenues by geographic area are categorized based on the customer’s location to which the products were shipped or services were performed. The following table sets forth revenue by geographic area (in millions): Year Ended December 27, 2024 December 29, 2023 December 30, 2022 Singapore $ 711.5 $ 608.7 $ 898.9 United States 566.5 526.8 738.0 Austria 178.4 124.9 117.2 China 214.7 118.1 131.4 South Korea 103.0 94.2 151.4 Taiwan 82.4 71.3 97.2 Others 241.1 190.5 240.2 Total $ 2,097.6 $ 1,734.5 $ 2,374.3 The Company’s most significant customers (having individually accounted for 10% or more of revenues) are from Products segment and their related revenues as a percentage of total revenues were as follows: Year Ended 2024 2023 2022 Lam Research Corporation 31.9 % 34.0 % 39.5 % Applied Materials, Inc. 22.6 23.4 23.2 Total 54.5 % 57.4 % 62.7 % Three customers’ gross accounts receivable balances, Applied Materials, Inc., Lam Research Corporation and ASML Holding NV were individually greater than 10.0% of gross accounts receivable as of December 27, 2024, in the aggregate approximately 41.9 % of the Company's total accounts receivable. Two customers’ gross accounts receivable balances, Lam Research Corporation and Applied Materials, Inc. were individually greater than 10.0% of gross accounts receivable as of December 29, 2023, in the aggregate approximately 26.8 % of accounts receivable. 14. LEASES The Company leases offices, facilities and equipment in locations throughout the United States, Asia Pacific and EMEA. The Company’s leases do not provide an implicit rate; thus, the Company uses an estimated incremental borrowing rate in determining the present value of lease payments. Renewal options are typically solely at our discretion and are only included within the lease obligation and right-of-use asset when we are reasonably certain that the renewal options would be exercised. The components of lease expense were summarized as follows: Year Ended (Dollars in millions) December 27, 2024 December 29, 2023 Operating lease cost $ 32.1 $ 25.6 Short-term lease cost 2.5 2.7 Sublease income ( 0.8 ) ( 0.4 ) Total lease cost $ 33.8 $ 27.9 Operating cash flows used in operating leases $ 29.9 $ 24.0 Weighted-average remaining lease term – operating leases 9.8 years 10.1 years Weighted-average discount rate – operating leases 7.2 % 6.7 % 68 Table of Contents Future minimum payments under operating leases as of December 27, 2024 were summarized as follows: (In millions) Operating Leases 2025 $ 29.9 2026 25.8 2027 25.2 2028 22.5 2029 21.4 Thereafter 116.0 Total minimum lease payments 240.8 Less: imputed interest ( 73.0 ) Lease liability $ 167.8 15. NET INCOME (LOSS) PER SHARE The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income (loss) per share: Year Ended (In millions, except share amounts) December 27, 2024 December 29, 2023 December 30, 2022 Numerator: Net income (loss) attributable to UCT $ 23.7 $ ( 31.1 ) $ 40.4 Denominator: Shares used in computation — basic: Weighted average common shares outstanding 44.9 44.7 45.2 Shares used in computation — diluted: Weighted average common shares outstanding 44.9 44.7 45.2 Dilutive effect of common shares outstanding subject to repurchase 0.4 — 0.5 Shares used in computing diluted net income (loss) per share 45.3 44.7 45.7 Net income (loss) per share attributable to UCT — basic $ 0.53 $ ( 0.70 ) $ 0.89 Net income (loss) per share attributable to UCT — diluted $ 0.52 $ ( 0.70 ) $ 0.88 69 Table of Contents 16. REPORTABLE SEGMENTS The Company’s Chief Executive Officer is the Company's chief operating decision maker (CODM). The CODM primarily uses income from operations to evaluate each segment's performance and allocate resources, primarily through periodic budgeting and segment performance reviews. Significant expenses within segment operating profit include cost of revenue, research and development, and selling, general and administrative expenses, which are each separately presented on the Company’s Consolidated Statements of Operations. The Company’s reportable segments are determined based on the nature of their revenue streams and the Company’s internal organization structure. In fiscal year 2024, the Company prepared financial results based on two operating segments (Products and Services) and two reportable segments (Products and Services). In fiscal year 2023, the Company prepared financial results based on three operating segments (Products, Services, and HIS) and two reportable segments (Products and Services). The Products and HIS operating segments were aggregated into the Products reportable segment. During fiscal year 2024, the Company no longer reported discrete financial information related to the HIS operating segment to the Chief Executive Officer, and therefore, HIS no longer represented an operating segment. The following table describes each segment: Segment Product or Services Primary Markets Served Geographic Areas Products Assembly Weldments Machining Fabrication Semiconductor Americas Asia Pacific EMEA Services Cleaning Coating Analytics Semiconductor Americas Asia Pacific EMEA The CODM uses segment operating profit or loss to evaluate performance and to allocate capital resources. Segment operating profit or loss is defined as a segment’s income or loss from continuing operations before interest and other income (expense), net and provision for income taxes. Any intercompany sales and associated profit (and any other intercompany items) are eliminated from segment results. Year Ended (In millions) December 27, 2024 December 29, 2023 December 30, 2022 Revenues: Products $ 1,853.7 $ 1,501.6 $ 2,074.7 Services 243.9 232.9 299.6 Total segment revenues $ 2,097.6 $ 1,734.5 $ 2,374.3 Cost of revenues: Product $ 1,569.7 $ 1,290.5 $ 1,712.3 Services 171.6 166.7 197.0 Total segment cost of revenues $ 1,741.3 $ 1,457.2 $ 1,909.3 70 Table of Contents Operating expenses: Products Research and development $ 18.8 $ 17.8 $ 17.6 Sales and marketing 46.7 41.4 43.9 General and administrative 139.1 122.0 210.4 Total Products operating expenses $ 204.6 $ 181.2 $ 271.9 Services Research and development $ 9.5 $ 10.5 $ 10.9 Sales and marketing 10.6 10.4 10.5 General and administrative 40.4 40.0 51.3 Total Services operating expenses 60.5 60.9 72.7 Total segment operating expenses $ 265.1 $ 242.1 $ 344.6 Segment operating profit: Products $ 79.4 $ 29.9 $ 90.4 Services 11.8 5.3 30.0 Total segment operating profit $ 91.2 $ 35.2 $ 120.4 Reconciliation of segment operating profit: Total segment operating profit $ 91.2 $ 35.2 $ 120.4 Interest income 4.8 4.1 0.9 Interest expense ( 46.5 ) ( 48.8 ) ( 33.9 ) Other income (expense), net 17.7 ( 1.8 ) 0.9 Income (loss) before provision for income taxes $ 67.2 $ ( 11.3 ) $ 88.3 Expenditures for segment property, plant and equipment Products $ 40.4 $ 62.4 $ 67.8 Services 23.1 13.4 32.3 Total expenditures for segment assets $ 63.5 $ 75.8 $ 100.1 Depreciation and amortization Products $ 51.3 $ 36.4 $ 36.3 Services 24.8 25.3 32.1 Total depreciation and amortization $ 76.1 $ 61.7 $ 68.4 (In millions) December 27, 2024 December 29, 2023 Assets Products $ 1,657.0 $ 1,617.5 Services 262.9 250.2 Total segment assets $ 1,919.9 $ 1,867.7 Long-lived assets comprise 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 $ 176.9 million, $ 83.2 million, $ 75.2 million, $ 49.8 million and $ 101.8 million, respectively as of December 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. 71 Table of Contents 17. GOVERNMENT SUBSIDIES In September 2021, the Company’s manufacturing operations in Singapore have been awarded a grant for up to $ 1.7 million from the Singapore Economic Development Board, which provides incentive grant payments for research and innovation scheme for the Company in Singapore. Under this agreement, the Company recorded subsidies of $ 0.2 million in fiscal year 2024, $ 0.8 million in fiscal year 2023 and $ 0.4 million in fiscal year 2022. These subsidies were recorded as an offset to cost of revenues and other operating expenses. The Company also received unconditional subsidies of $ 0.4 million, $ 1.9 million and $ 1.0 million from the Chinese government during fiscal years 2024, 2023 and 2022, respectively. These subsidies were recognized as other income (expense), net in the Consolidated Statements of Operations. 72 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not Applicable