What changed in this filing

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Item 1. Financial Statements

2025-04-29 compared with 2024-10-30 · 207 added, 328 removed, 376 unchanged (59% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 27,

2025 December 27,

2 unchanged sentences

Cash and cash equivalents $ 317.6 $ 313.9

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

Accounts receivable, net of allowance for credit losses of $ 1.4 and $ 2.1 at March 28, 2025 and December 27, 2024, respectively

Inventories 374.6 381.0

26 unchanged sentences

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 September 27, 2024 and December 29, 2023, respectively

46.6 and 46.6 shares issued and 45.1 and 45.1 shares outstanding at March 28, 2025 and December 27, 2024, respectively

Additional paid-in capital 561.3 558.4

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

Common shares held in treasury, at cost, 1.5 and 1.5 shares at March 28, 2025 and December 27, 2024, respectively

( 45.0 ) ( 45.0 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Three Months Ended

2025 March 29,

(In millions, except per share amounts)

Product $ 479.0 $ 380.9 $ 1,350.2 $ 1,112.0

Products $ 457.0 $ 418.5

Services 61.6 59.2

1 unchanged sentence

Cost of revenues:

Product 403.3 329.3 1,141.2 955.5

Products 390.3 354.0

Services 44.3 41.1

12 unchanged sentences

Provision for income taxes 7.4 9.9

Net income (loss) 0.3 ( 12.8 ) 14.5 ( 20.6 )

Net loss ( 2.5 ) ( 7.2 )

Net income attributable to noncontrolling interests 2.5 2.2

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

Net income (loss) per share attributable to UCT common stockholders:

Net loss attributable to UCT $ ( 5.0 ) $ ( 9.4 )

Net loss per share attributable to UCT common stockholders:

Basic $ ( 0.11 ) $ ( 0.21 )

6 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Three Months Ended

2025 March 29,

(In millions)

Net income (loss) $ 0.3 $ ( 12.8 ) $ 14.5 $ ( 20.6 )

Net loss $ ( 2.5 ) $ ( 7.2 )

Other comprehensive income (loss):

Change in cumulative translation adjustment, net of tax 0.6 ( 4.4 )

Change in pension net actuarial gain, net of tax — ( 0.2 ) — ( 0.4 )

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

Total other comprehensive income (loss) 0.6 ( 4.4 )

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

Comprehensive income, attributable to noncontrolling interests 5.5 0.6 6.7 8.0

Comprehensive income (loss) attributable to UCT $ 1.2 $ ( 15.7 ) $ 7.9 $ ( 32.6 )

Comprehensive loss ( 1.9 ) ( 11.6 )

Comprehensive income (loss), attributable to noncontrolling interests 2.6 ( 0.1 )

Comprehensive loss attributable to UCT $ ( 4.5 ) $ ( 11.5 )

(See accompanying Notes to Condensed Consolidated Financial Statements)

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 27,

2024 September 29,

Three Months Ended

2025 March 29,

(In millions)

Cash flows from operating activities:

Net income (loss) $ 14.5 $ ( 20.6 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net loss $ ( 2.5 ) $ ( 7.2 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 11.7 11.5

4 unchanged sentences

Deferred income taxes ( 0.3 ) ( 0.7 )

Loss (gain) on sale of property, plant and equipment 1.2 ( 1.1 )

Changes in assets and liabilities:

14 unchanged sentences

Cash flows from financing activities:

Proceeds from bank borrowings 67.7 —

Proceeds from issuance of common stock 0.9 —

Extinguishment of bank borrowings ( 44.2 ) —

Principal payments on bank borrowings ( 12.0 ) ( 4.5 )

Payment of debt issuance costs ( 2.5 ) ( 0.3 )

Employees' taxes paid upon vesting of restricted stock units ( 2.5 ) ( 2.2 )

Payments of dividends to a joint venture shareholder ( 0.5 ) ( 0.1 )

Repurchase of shares — ( 23.7 )

Net cash provided by (used in) financing activities 8.8 ( 61.0 )

Other financing activities ( 0.2 ) —

Net cash used in financing activities ( 12.2 ) ( 4.5 )

Effect of exchange rate changes on cash and cash equivalents 0.1 ( 1.4 )

11 unchanged sentences

Three Months Ended

September 27, 2024

March 28, 2025

Common Stock Treasury shares

7 unchanged sentences

(In millions)

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

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

Employees' taxes paid upon vesting of restricted stock units 0.0 0.0 ( 0.3 ) — — — — ( 0.3 ) — ( 0.3 )

Balance December 27, 2024 45.1 $ 0.1 $ 558.4 1.5 $ ( 45.0 ) $ 370.4 $ ( 10.3 ) $ 873.6 $ 62.2 $ 935.8

Stock-based compensation expense — — 2.9 — — — — 2.9 — 2.9

Net income (loss) — — — — — ( 5.0 ) — ( 5.0 ) 2.5 ( 2.5 )

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

Other comprehensive income — — — — — — 0.5 0.5 0.1 0.6

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

Nine Months Ended

September 27, 2024

Common Stock Treasury shares

Amount Additional

Shares Amount

Comprehensive

Income (Loss)

Stockholders’

Equity of UCT

Noncontrolling

(In millions)

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 0.0 0.9 — — — — 0.9 — 0.9

Employees' taxes paid upon vesting of restricted stock units ( 0.1 ) 0.0 ( 2.5 ) — — — — ( 2.5 ) — ( 2.5 )

Stock-based compensation expense — — 12.7 — — — — 12.7 — 12.7

Net income — — — — — 7.4 — 7.4 7.1 14.5

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

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

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

Balance March 28, 2025 45.1 $ 0.1 $ 561.3 1.5 $ ( 45.0 ) $ 365.4 $ ( 9.8 ) $ 872.0 $ 64.8 $ 936.8

Three Months Ended

September 29, 2023

Common Stock Treasury shares

Amount Additional

Shares Amount

Comprehensive

Income (Loss)

Stockholders’

Equity of UCT

Noncontrolling

(In millions)

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

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

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

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

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

Nine Months Ended

September 29, 2023

March 29, 2024

Common Stock Treasury shares

8 unchanged sentences

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 0.5 0.0 0.0 — — — — 0.0 — 0.0

Employees' taxes paid upon vesting of restricted stock units ( 0.1 ) 0.0 ( 2.2 ) — — — — ( 2.2 ) — ( 2.2 )

Repurchase shares ( 0.8 ) 0.0 — 0.8 ( 23.7 ) — — ( 23.7 ) — ( 23.7 )

Stock-based compensation expense — — 3.5 — — — — 3.5 — 3.5

Net income (loss) — — — — — ( 9.4 ) — ( 9.4 ) 2.2 ( 7.2 )

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

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

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

Other comprehensive loss — — — — — — ( 2.1 ) ( 2.1 ) ( 2.3 ) ( 4.4 )

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

ULTRA CLEAN HOLDINGS, INC.

1 unchanged sentence

Organization and Significant Accounting Policies

Business Combinations

Balance Sheet Information

6 unchanged sentences

Revenue Recognition

Net Income (Loss) Per Share

Net Loss Per Share

Reportable Segments

9 unchanged sentences

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.

Basis of Presentation — The unaudited Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q include the accounts of the Company and its majority-owned subsidiaries and have been prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

This financial information reflects all adjustments which are, in the opinion of the Company, normal, recurring and necessary for a fair statement of the results of operations, financial position, and cash flows for the interim periods presented.

Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with GAAP, have been condensed or omitted from the interim financial statements in this Quarterly Report on Form 10-Q.

Certain information and footnote disclosures normally included in our annual financial statements, prepared in accordance with U.S.

GAAP, have been condensed or omitted from the interim financial statements in this Quarterly Report on Form 10-Q.

Therefore, these unaudited financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 27, 2024.

3 unchanged sentences

Significant Accounting Policies — There were no changes to the accounting policies disclosed in Note 1, Organization and Significant Accounting Polices of the Company’s Annual Report on Form 10-K for the year ended December 27, 2024 that had a material impact on the Company’s condensed consolidated financial statements and related notes.

Impairment Testing of Long-Lived Assets and Goodwill — In the second quarter of 2024, the Company conducted an interim impairment test of its long-lived assets and goodwill associated with its HIS Innovations Group (“HIS”) reporting unit due to the presence of an indicator of potential impairment.

This indicator included lower-than-expected financial performance.

The Company reviewed the HIS asset group’s long-lived assets for impairment by comparing the carrying value to the estimated undiscounted future cash flows expected to be generated by the assets.

Based on this assessment, the Company determined that the estimated undiscounted future cash flows exceeded the carrying values of the long-lived assets.

Consequently, no impairment loss was recognized in the period.

The Company performed a quantitative assessment of goodwill for the HIS reporting unit using the income approach.

The income approach involves estimating the future cash flows attributable and discounting these cash flows to their present value using an appropriate discount rate.

The fair value of the reporting unit was then compared to its carrying amount, including goodwill.

The results of this quantitative assessment indicated that the fair value of the reporting unit exceeded its carrying amount.

As a result, the Company concluded that no impairment of goodwill was necessary.

Accounting Standards Recently Adopted

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

Index to Notes

Accounting Standards Not Yet Adopted

In November 2023, FASB issued Accounting Standard Update (ASU) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, 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.

The ASU 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 is required to adopt this standard in the fiscal year 2024 for the annual reporting ending December 27, 2024, with retrospective disclosure of prior periods presented.

The Company expects this ASU to only impact its disclosures with no impact to its results of operations, cash flows and financial condition.

In December 2023, the FASB issued ASU No.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which amends the guidance in ASC 740, Income Taxes.

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 is required to adopt this standard prospectively in fiscal year 2025 for the annual reporting period ending December 26, 2025.

The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.

BUSINESS COMBINATIONS

On October 25, 2023, the Company acquired 100 % of the shares of 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.

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:

Improvements to Income Tax Disclosures (“ASU No.

2023-09 enhances the transparency and usefulness of income tax disclosures by requiring consistent categories and greater disaggregation in the rate reconciliation, as well as disaggregation of income taxes paid by jurisdiction.

The ASU also includes other amendments aimed at improving the effectiveness of income tax disclosures.

The Company adopted ASU No.

2023-09 prospectively in the first quarter of fiscal year 2025.

The adoption did not have a material impact on the Company’s interim condensed consolidated financial statements but is expected to result in expanded annual income tax disclosures beginning with the Company’s Form 10-K for the fiscal year ending December 26, 2025.

Accounting Standards Not Yet Adopted

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 requires entities to provide disaggregated disclosure of certain expense categories, including but not limited to, inventory purchases, employee compensation, depreciation, amortization, and depletion, within relevant income statement captions.

Index to Notes

(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:

Life Intangible

(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 HIS have been included in the Company's condensed consolidated financial statements since the date of the acquisition.

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

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

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

In January 2025, the FASB issued ASU No.

2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date, which confirmed that the guidance in ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The guidance is to be applied prospectively, although retrospective application is allowed.

The Company is currently evaluating the impact of ASU 2024-03 and ASU 2025-01 on its financial statement disclosures.

BALANCE SHEET INFORMATION

Inventories consisted of the following:

(In millions) September 27,

(In millions) March 28,

2025 December 27,

3 unchanged sentences

Total $ 374.6 $ 381.0

Index to Notes

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

(In millions) September 27,

(In millions) March 28,

2025 December 27,

8 unchanged sentences

Total $ 328.6 $ 325.9

Long-lived assets used in operations are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable and the undiscounted cash flows estimated to be generated by the asset are less than the asset’s carrying value.

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

Capitalized interest was not significant for the three months ended March 28, 2025, or for the fiscal year ended December 27, 2024.

Index to Notes

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.

2 unchanged sentences

Reporting Date Using

Description September 27, 2024 Quoted Prices in

Description March 28, 2025 Quoted Prices in

Active Markets for

2 unchanged sentences

(In millions)

Other non-current assets:

Plan assets $ 0.5 $ — $ — $ 0.5

Other current liabilities:

Forward contracts $ 0.5 $ — $ 0.5 $ —

Other liabilities:

Pension obligation $ 1.9 $ — $ — $ 1.9

Contingent earn-out $ 7.1 $ — $ — $ 7.1

Fair Value Measurement at

7 unchanged sentences

Plan assets $ 0.1 $ — $ — $ 0.1

Other current liabilities:

Forward contracts $ 0.1 $ — $ 0.1 $ —

Other liabilities:

1 unchanged sentence

Contingent earn-out $ 0.1 $ — $ — $ 0.1

Index to Notes

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.

1 unchanged sentence

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

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

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

As of March 28, 2025, the Company’s aggregate pension benefit obligations was $ 12.6 million and the fair value of the pension plan assets was $ 10.7 million, resulting in underfunded pension benefit obligations of $ 1.9 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 each of calendar years 2024 and 2025.

Prior to March 28, 2025, the Company measured 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 included the forecasted operating profit of the acquired business during the earn-out period ending in 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.

2 unchanged sentences

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

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

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

There were no transfers from Level 1 or Level 2.

As of March 28, 2025, the Company reassessed the fair value of the contingent earn-out associated with the acquisition of HIS, decreasing the fair value from $ 0.1 million as of December 27, 2024, to zero as of March 28, 2025.

The $ 0.1 million decrease was recorded as Other income (expense), net in the Condensed Consolidated Statements of Operations.

The change in fair value was primarily due to lower-than-expected financial performance.

For the three months ended March 29, 2024, the Company recorded $ 1.3 million loss related to the change in the fair value of contingent earn-out.

This amount was also recorded as other income (expense), net in the Condensed Consolidated Statements of Operations.

There were no transfers in or out of any level during the three months ended March 28, 2025 and March 29, 2024.

Fair value adjustments were noncash, and therefore did not impact the Company’s liquidity or capital resources.

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 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.

Index to Notes

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

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

GOODWILL AND INTANGIBLE ASSETS

Goodwill represents the excess of the consideration transferred over the fair value of the tangible and identifiable intangible assets acquired, less the liabilities assumed in a business combination.

There were no changes in the carrying amount of goodwill by segment during the three months ended March 28, 2025.

Details of aggregate goodwill of the Company are as follows:

(In millions) Products Services Total

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

Balance at March 28, 2025 $ 191.8 $ 73.5 $ 265.3

Historically, the Products segment was organized into four reporting units, Fluid Solutions, HIS, Fluid Delivery Systems and Core Products.

The Company reevaluated its reporting units and determined that as of December 28, 2024, HIS no longer qualified as a separate reporting unit.

As a result, since that date, HIS and Core Products are combined in a single reporting unit.

Accordingly, the Company performed the required impairment assessments directly before and immediately after the change in reporting units and concluded that it was not more likely than not that the fair values of any of the Company’s previous or new reporting units were less than their respective carrying amounts.

During the three months ended March 28, 2025, the Company did not recognize any impairment charges or additions to goodwill.

Intangible Assets

3 unchanged sentences

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.

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

Details of intangible assets were as follows:

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

As of March 28, 2025 As of December 27, 2024

(Dollars in millions) Useful Life

13 unchanged sentences

Developed technology 5 4.6 ( 1.3 ) 3.3 4.6 ( 1.1 ) 3.5

Backlog 1 0.6 ( 0.6 ) — 0.6 ( 0.3 ) 0.3

Total $ 375.0 $ ( 197.4 ) $ 177.6 $ 375.0 $ ( 190.1 ) $ 184.9

1 unchanged sentence

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

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

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

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

Amortization expense was approximately $ 7.3 million and $ 7.7 million for the three months ended March 28, 2025 and March 29, 2024, respectively.

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

Index to Notes

general and administrative expense.

As of March 28, 2025, future estimated amortization expense is expected to be as follows:

(In millions) Amortization

2 unchanged sentences

Total $ 168.6

Index to Notes

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 Condensed Consolidated Statements of Operations for the three and nine month period ended September 27, 2024.

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

The revolving credit facility has an available commitment of $ 150.0 million and a maturity date of August 27, 2027.

On October 8, 2024, the Company entered into the Seventh Amendment to its Credit Agreement, originally dated August 27, 2018, as amended.

The Seventh Amendment, among other changes, reduced the interest rate on the term loan facility by 0.25 % per annum.

The term loan facility 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 since October 8, 2024, with the remaining principal paid upon maturity.

The revolving credit facility has aggregate commitments 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 September 27, 2024, the Company had $ 146.0 million, net of $ 4.0 million of outstanding letters of credit, available under this revolving credit facility.

Outstanding letters of credit reduce the availability of the revolving credit facility and, as of March 28, 2025, the Company had $ 146.4 million, net of $ 3.6 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 September 27, 2024, the Company had $ 4.0 million of outstanding letters of credit and $ 46.0 million of available commitments remaining under the letter of credit facility.

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

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) 3.25 % for such Eurodollar term loans and (y) 2.25 % for such ABR term loans or (ii) at all other times, (x) 3.50 % for such Eurodollar term loans and (y) 2.50 % 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 September 27, 2024, the Company had an outstanding amount under the Term Loan of $ 493.8 million, gross of unamortized debt issuance costs of $ 7.7 million.

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

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

The Company pays a quarterly fee in arrears on the dollar equivalent of all outstanding letters of credit equal to the applicable margin for the revolving credit facility, and a fronting fee equal to 0.125 % of the undrawn and unexpired amount of each letter of credit.

As of March 28, 2025, the Company had $ 3.6 million of outstanding letters of credit and $ 46.4 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 “Term SOFR” (as defined in the Credit Agreement), plus the applicable margin.

The applicable margin for the Term Loan is equal to a rate per annum equal 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 Term SOFR loans and (y) 2.00 % for such ABR term loans or (ii) at all other times, (x) 3.25 % for such Term SOFR 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 Term SOFR 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 March 28, 2025, the Company had an outstanding amount under the Term Loan of $ 487.5 million, gross of unamortized debt issuance costs of $ 6.6 million.

As of March 28, 2025, the interest rate on the outstanding Term Loan was 7.6 %.

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

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

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

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

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

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

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

As of March 28, 2025, the Company was in compliance with the financial covenants contained within the Credit Agreement.

The Company maintains credit agreements with a local bank in Czechia and with a financial institution in Israel, which provide for revolving credit facilities of up to 7.0 million euros (approximately $ 7.5 million) and $ 5.0 million, respectively.

As of March 28, 2025, there were no borrowings outstanding under these facilities.

As of March 28, 2025, the Company’s total bank debt was $ 480.9 million, net of unamortized debt issuance costs of $ 6.6 million.

As of March 28, 2025, the Company had $ 146.4 million, $ 5.0 million, and $ 7.5 million available to draw from its credit facilities in the U.S., Israel and Czechia, respectively.

Index to Notes

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

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

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

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

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

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

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

The Company’s effective tax rate was 151.0 % and 366.7 % for the three months ended March 28, 2025 and March 29, 2024, respectively.

The income tax provision was $ 7.4 million and $ 9.9 million for the three months ended March 28, 2025 and March 29, 2024, respectively.

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

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

Company management continuously evaluates the need for a valuation allowance and, as of March 28, 2025, concluded that a full valuation allowance on its U.S.

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

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

As of March 28, 2025 and March 29, 2024, the Company’s gross liability for unrecognized tax benefits, excluding interest, was $ 2.4 million and $ 2.9 million, respectively.

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

Although it is possible that 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 Organization for Economic Co-operation and Development and the G20 Inclusive Framework on Base Erosion and Profit Shifting (the “Inclusive Framework”) have put forth Pillar Two proposals that ensure a minimal level of taxation.

Several countries in which the Company operates have adopted legislation to implement the Inclusive Framework’s global corporate minimum tax rate of fifteen percent.

This legislation became effective in certain jurisdictions the Company operates in for the current fiscal year, ending December 26, 2025.

Based on the Company’s current analysis of the enacted Pillar Two provisions and transitional safe harbor provisions, Pillar Two will not have a significant impact on the Company's financial statements for fiscal year 2025

RETIREMENT PLANS

8 unchanged sentences

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

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

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

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

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

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

As of March 28, 2025, the benefit obligation of the plans was $ 12.6 million and the fair value of the benefit plan assets was $ 10.7 million which are invested in several fixed deposit accounts with financial institutions.

As of March 28, 2025, the underfunded balance of the plans of $ 1.9 million has been recorded by the Company and is included in other liabilities.

Amounts recognized in accumulated other comprehensive income (loss) and contributions made for the three months ended March 28, 2025 and March 29, 2024 were negligible.

As of March 28, 2025, the Company’s future estimated payment obligations for the respective fiscal years are as follows:

Index to Notes

6 unchanged sentences

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

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

The Company made discretionary employer contributions of $ 1.0 million to the 401(k) Plan for each of the three months ended March 28, 2025 and March 29, 2024.

COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

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

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

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

No shares were repurchased under this program for the three months ended March 28, 2025 and March 29, 2024.

As of March 28, 2025, 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.

10 unchanged sentences

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 1.3 million.

Stock-based compensation expense includes compensation costs related to estimated fair values of awards granted.

1 unchanged sentence

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

Three Months Ended Nine Months Ended

(In millions) September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Three Months Ended

(In millions) March 28,

2025 March 29,

Cost of revenues (1) $ 0.4 $ 0.4

3 unchanged sentences

Total stock-based compensation $ 2.9 $ 3.5

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

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

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

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

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

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

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

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

(1) Stock-based compensation expense capitalized in inventory for the three months ended March 28, 2025 and March 29, 2024 were immaterial.

For the three months ended March 28, 2025 and March 29, 2024, 51 thousand and 24 thousand RSUs were granted with a weighted average fair value of $ 25.61 and $ 44.21 per share, respectively.

No PSUs were granted for the three months ended March 28, 2025 and March 29, 2024.

For the three months ended March 28, 2025, 1 thousand RSAs were granted with a weighted fair value of $ 24.96 .

No RSAs were granted for the three months ended March 29, 2024.

The following table summarizes the Company’s combined RSU, PSU and RSA activity for the three months ended March 28, 2025:

(In millions) Number of

1 unchanged sentence

Outstanding at December 27, 2024 1.4 $ 52.0

Vested ( 0.4 )

Forfeited ( 0.4 )

Outstanding at September 27, 2024 1.4 56.7

Expected to vest at September 27, 2024 1.4 $ 56.7

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

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

Outstanding at March 28, 2025 1.1 24.9

Expected to vest at March 28, 2025 1.1 $ 24.8

As of March 28, 2025, approximately $ 21.8 million of unrecognized stock-based compensation cost related to employee and director awards remains to be amortized on a straight-line basis over a weighted average period of 1.6 years, and will be adjusted for subsequent changes in future grants.

The total unamortized expense of the Company’s unvested RSAs as of March 28, 2025 was $ 0.2 million.

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

2 unchanged sentences

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,

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

Index to Notes

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

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

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.

Employee Stock Purchase Plan

1 unchanged sentence

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

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

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

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

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

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

The aggregate number of shares authorized for issuance under the plan is 1.1 million.

The Company recorded $ 0.2 million of expense related to ESPP for each of the three months ended March 28, 2025 and March 29, 2024.

No shares were issued under the ESPP during either of these periods.

REVENUE RECOGNITION

17 unchanged sentences

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

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

As of March 28, 2025, the total unpaid rebates amounted to $ 2.3 million, of which $ 0.6 million was recorded as a reduction to accounts receivable, and $ 1.7 million was recorded within accounts payable.

Accruals for unpaid customer rebates of $ 2.3 million as of December 27, 2024, were netted against accounts receivable.

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

The Company’s principal markets include America, Asia Pacific and EMEA.

The Company's foreign operations are conducted primarily through its subsidiaries in China, Malaysia, Singapore, Israel, Taiwan, South Korea, United Kingdom

Certain services performed by the Company related to products sold to customers are included in Products revenue in the Condensed Consolidated Statement of Operations.

These services are not material for any of the periods 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

Index to Notes

and the Czech Republic.

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:

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

The following table sets forth revenue by geographic area (in millions):

Three Months Ended

2025 March 29,

Singapore $ 203.60 $ 157.3

3 unchanged sentences

South Korea 29.7 23.6

Malaysia 24.5 7.2

Taiwan 13.3 15.5

1 unchanged sentence

Total $ 518.6 $ 477.7

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

Three Months Ended Nine Months Ended

September 27,

2024 September 29,

2023 September 27,

2024 September 29,

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:

Three Months Ended

2025 March 29,

Lam Research Corporation 36.1 % 31.4 %

Applied Materials, Inc.

21.8 25.7 22.4 22.9

Total 58.9 % 54.1 %

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

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

Two customers’ gross accounts receivable balances, Lam Research Corporation and ASML Holding NV, were individually greater than 10% of gross accounts receivable as of March 28, 2025, in the aggregate approximately 26.7 % of the Company’s total gross accounts receivable.

Three customers’ gross accounts receivable balances, Applied Materials, Inc., Lam Research Corporation and ASML Holding NV were individually greater than 10% of gross accounts receivable as of December 27, 2024, in the aggregate approximately 41.9 % of total gross accounts receivable.

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

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

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

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

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

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

Index to Notes

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:

Three Months Ended Nine Months Ended

(In millions, except share amounts) September 27,

2024 September 29,

2023 September 27,

2024 September 29,

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

Shares used in computation — basic:

Weighted average common shares outstanding 45.0 44.8 44.8 44.8

Shares used in computation — diluted:

Weighted average common shares outstanding 45.0 44.8 44.8 44.8

Effect of potential dilutive securities:

Employee stock plans — — 0.6 —

Shares used in computing diluted net income (loss) per share 45.0 44.8 45.4 44.8

Net income (loss) per share attributable to UCT — basic $ ( 0.05 ) $ ( 0.32 ) $ 0.16 $ ( 0.61 )

Net income (loss) per share attributable to UCT — diluted $ ( 0.05 ) $ ( 0.32 ) $ 0.16 $ ( 0.61 )

NET LOSS PER SHARE

Potential common shares from employee stock plans totaling 0.3 million and 0.5 million for the three months ended March 28, 2025 and March 29, 2024, respectively, were excluded from the computation of diluted loss per share because their effect would have been antidilutive due to the net loss incurred in those periods.

The table below presents the calculation of basic and diluted loss per share:

Three Months Ended

(In millions, except share amounts) March 28,

2025 March 29,

Net loss attributable to UCT $ ( 5.0 ) $ ( 9.4 )

Basic weighted average common shares outstanding 45.1 44.6

Diluted weighted average common shares outstanding 45.1 44.6

Net loss per share attributable to UCT:

Basic $ ( 0.11 ) $ ( 0.21 )

Diluted $ ( 0.11 ) $ ( 0.21 )

REPORTABLE SEGMENTS

The Company prepares financial results based on three operating segments (Products, Services, and HIS) and two reportable segments (Products and Services).

The Products and HIS operating segments have been aggregated into the Products reportable segment based upon consistency of economic characteristics, nature of products, similarity of production process, and class of customers.

The Company’s Chief Executive Officer (chief operating decision maker) views and evaluates operations based on the results of each of the operating segments.

The following table describes each reportable segment:

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 Condensed 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.

The Company prepared financial results based on two operating segments (Products and Services) and two reportable segments (Products and Services).

The following table describes each segment:

Segment Product or Services Primary Markets Served Geographic Areas

3 unchanged sentences

Coating Semiconductor Americas

The Company uses segment profit or loss as the primary measure of profitability to evaluate operating performance and to allocate capital resources.

Segment profit or loss is defined as a segment’s income or loss from continuing operations before other income and income taxes included in the accompanying Condensed Consolidated Statements of Operations.

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.

There were no significant intercompany eliminations for the periods presented.

Index to Notes

Three Months Ended Nine Months Ended

(In millions) September 27,

2024 September 29,

2023 September 27,

2024 September 29,

Three Months Ended

(In millions) March 28,

2025 March 29,

Products $ 457.0 $ 418.5

1 unchanged sentence

Total segment revenues $ 518.6 $ 477.7

Gross margin:

Index to Notes

Cost of revenues:

Products $ 390.3 $ 354.0

Services 44.3 41.1

Total segment gross margin $ 93.4 $ 65.2 $ 264.5 $ 206.3

Income from operations:

Total segment cost of revenues $ 434.6 $ 395.1

Operating expenses:

Research and development $ 5.2 $ 4.6

Sales and marketing 12.0 11.0

General and administrative 39.4 34.2

Total Products operating expenses $ 56.6 $ 49.8

Research and development $ 2.4 $ 2.4

Sales and marketing 2.9 2.7

General and administrative 9.2 10.4

Total Services operating expenses $ 14.5 $ 15.5

Total segment operating expenses $ 71.1 $ 65.3

Segment operating profit:

Products $ 10.1 $ 14.7

Services 2.8 2.6

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

(In millions) September 27,

Total segment operating profit $ 12.9 $ 17.3

Reconciliation of segment operating profit:

Total segment operating profit $ 12.9 $ 17.3

Interest income 1.1 1.4

Interest expense ( 9.9 ) ( 12.2 )

Other income (expense), net 0.8 ( 3.8 )

Income before provision for income taxes $ 4.9 $ 2.7

Expenditures for segment property, plant and equipment

Products $ 9.3 $ 11.7

Services 3.2 6.3

Total expenditures for segment assets $ 12.5 $ 18.0

Depreciation and amortization

Products $ 12.7 $ 13.1

Services 6.4 6.1

Total depreciation and amortization $ 19.1 $ 19.2

(In millions) March 28,

2025 December 27,

2 unchanged sentences

Total segment assets $ 1,891.0 $ 1,919.9

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

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

Index to Notes

Long-lived assets comprised of operating lease right-of-use assets and property, plant and equipment, net, are 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 $ 176.1 million, $ 83.8 million, $ 75.4 million, $ 49.3 million and $ 101.2 million, respectively as of March 28, 2025, and $ 176.9 million, $ 83.2 million, $ 75.2 million, $ 49.8 million and $ 101.8 million, respectively as of December 27, 2024.

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

What changed 10-Q

Item 1. Financial Statements