EX-99.1 2 q32026pressrelease.htm EX-99.1 Document

Exhibit 99.1
Press ReleaseSource: Ultra Clean Holdings, Inc.

Ultra Clean Reports Third Quarter 2026 Financial Results

HAYWARD, Calif., October 27, 2026 /PRNewswire/ Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the third quarter ended September 25, 2026.

Highlights for the Third Quarter 2026 were as follows:
•Record revenue of $759 million, up 18% compared to Q2 2026 and up 49% compared to Q3 2025.
•GAAP gross margin of 16.9% and non-GAAP gross margin of 17.3%.
•GAAP EPS of $0.85 and non-GAAP EPS of $1.15.

“UCT delivered another strong quarter of growth and solid operational performance, as we responded with speed and agility to scale production and meet accelerating customer demand,” said James Xiao, CEO. “We are positioning UCT to capture more value from this next phase of AI-driven industry expansion by co-innovating with our customers, developing more advanced solutions, and executing with focus and discipline. Through UCT 3.0, we are building a more agile and efficient company that is well positioned to anticipate customer needs, accelerate innovation, and translate industry growth into lasting shareholder value.”

Third Quarter 2026 GAAP Financial Results
Total revenue was $759.0 million. Products contributed $681.9 million and Services added $77.1 million. Total gross margin was 16.9%, operating margin was 7.1%, and net income was $39.1 million or $0.85 per diluted share. This compares to total revenue of $644.9 million, gross margin of 16.1%, operating margin of 4.6%, and net income of $8.7 million or $0.19 per diluted share, in the prior quarter.

Third Quarter 2026 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 17.3%, operating margin was 9.0%, and net income was $53.2 million or $1.15 per diluted share. This compares to gross margin of 16.7%, operating margin of 7.0%, and net income of $32.3 million or $0.70 per diluted share, in the prior quarter.

Fourth Quarter 2026 Outlook
The Company expects revenue in the range of $800 million to $860 million. The Company expects GAAP diluted net income per share to be between $1.02 and $1.26, and non-GAAP diluted net income per share to be between $1.11 and $1.35.

Conference Call
The call will take place at 1:45 p.m. PT and can be accessed by dialing 1-800-836-8184 or 1-646-357-8785. No passcode is required. A replay of the call will be available by dialing 1-888-660-6345 or 1-646-517-4150 and entering the confirmation code 33664#. The Webcast will be available on the Investor Relations section of the Company's website at http://uct.com/investors/events/.







About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Use of Non-GAAP Measures
In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), management uses non-GAAP gross margin, non-GAAP operating margin and non-GAAP net income to evaluate the Company's operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing our core business and business trends and comparing performance to prior periods, along with enhancing investors' ability to view the Company's results from management's perspective. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP. Tables presenting reconciliations from GAAP results to non-GAAP results are included at the end of this press release.
The Company defines non-GAAP net income as net loss before amortization of intangible assets, stock-based compensation, restructuring charges, debt refinancing costs, legal-related costs, unrealized loss (gain) on foreign exchange, VAT settlement, and the tax effects of the foregoing adjustments.
A reconciliation of our guidance for non-GAAP net income per diluted share for the subsequent quarter is not available due to fluctuations in the geographic mix of our earnings from quarter to quarter, which impacts our tax rate and cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and we are unable to determine the probable significance of the unavailable information.

Safe Harbor Statement
The foregoing information contains, or may be deemed to contain, “forward-looking statements” (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as “anticipates,” “projection,” “outlook,” “forecast,” “believes,” “plan,” “expect,” “future,” “intends,” “may,” “will,” “estimates,” “see,” “predicts,” “should” and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company’s actual results may differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors also include, among others, those identified in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our annual report on Form 10-K for the year ended December 26, 2025, as filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise unless required by law.

Contact:
Rhonda Bennetto
SVP Investor Relations
rbennetto@uct.com



 ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share data)
Three Months Ended Nine Months Ended
September 25, 2026September 26, 2025September 25, 2026September 26, 2025
Revenues:
Products$681.9 $445.0 $1,720.3 $1,356.9 
Services77.1 65.0 217.3 190.4 
Total revenues759.0 510.0 1,937.6 1,547.3 
Cost of revenues:
Products575.7 380.4 1,465.2 1,163.9 
Services54.9 47.4 155.9 137.8 
Total cost of revenues630.6 427.8 1,621.1 1,301.7 
Gross profit128.4 82.2 316.5 245.6 
Operating expenses:
Research and development8.8 7.8 26.1 23.2 
Sales and marketing15.9 15.1 47.8 45.5 
General and administrative50.0 48.7 148.1 144.1 
Impairment of goodwill— — — 151.1 
Total operating expenses74.7 71.6 222.0 363.9 
Income (loss) from operations53.7 10.6 94.5 (118.3)
Interest income1.4 1.1 3.8 3.0 
Interest expense(1.5)(9.9)(9.8)(29.9)
Other expense, net(2.5)(1.2)(3.2)(2.5)
Income (loss) before provision for income taxes51.1 0.6 85.3 (147.7)
Provision for income taxes10.3 8.7 47.5 23.3 
Net income (loss)40.8 (8.1)37.8 (171.0)
Less: Net income attributable to noncontrolling interests1.7 2.8 7.9 6.9 
Net income (loss) attributable to UCT$39.1 $(10.9)$29.9 $(177.9)
Net income (loss) per share attributable to UCT common stockholders:
Basic$0.86 $(0.24)$0.66 $(3.93)
Diluted$0.85 $(0.24)$0.65 $(3.93)
Shares used in computing net income (loss) per share:
Basic45.4 45.4 45.3 45.2 
Diluted46.2 45.4 46.2 45.2 



ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)
September 25, 2026December 26, 2025
ASSETS
Current assets:
Cash and cash equivalents$270.9 $311.8 
Accounts receivable, net of allowance for credit losses272.4 208.8 
Inventories723.3 390.9 
Prepaid expenses and other current assets67.6 48.2 
Total current assets1,334.2 959.7 
Property, plant and equipment, net344.4 324.6 
Goodwill114.2 114.2 
Intangible assets, net136.4 156.8 
Deferred tax assets, net4.1 3.5 
Operating lease right-of-use assets156.3 157.2 
Other non-current assets14.8 13.0 
Total assets$2,104.4 $1,729.0 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt$— $9.9 
Accounts payable335.2 194.9 
Accrued compensation and related benefits63.3 51.1 
Operating lease liabilities22.3 20.2 
Other current liabilities57.8 24.6 
Total current liabilities478.6 300.7 
Long-term debt635.1 467.0 
Deferred tax liabilities13.7 13.8 
Operating lease liabilities152.7 156.6 
Other liabilities11.0 6.8 
Total liabilities1,291.1 944.9 
Equity:
UCT stockholders’ equity:
Common stock 0.1 0.1 
Additional paid-in capital601.6 578.7 
Common shares held in treasury(88.7)(48.4)
Retained earnings219.1 189.2 
Accumulated other comprehensive loss(4.6)(8.6)
Total UCT stockholders’ equity727.5 711.0 
Noncontrolling interests85.8 73.1 
Total equity813.3 784.1 
Total liabilities and equity$2,104.4 $1,729.0 



ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
Nine Months Ended
September 25,
2026		September 26,
2025
(In millions)
Cash flows from operating activities:
Net income (loss)$37.8 $(171.0)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization37.5 35.5 
Amortization of intangible assets20.4 21.2 
Stock-based compensation17.2 14.4 
Amortization of debt issuance costs2.5 2.1 
Loss on extinguishment of debt3.4 — 
Loss on disposal of property, plant and equipment1.2 0.7 
Impairment of goodwill— 151.1 
Change in the fair value of financial instruments— (0.1)
Deferred income taxes(0.6)0.4 
Changes in assets and liabilities:
Accounts receivable(63.6)41.6 
Inventories(332.4)(1.2)
Prepaid expenses and other current assets(16.0)(6.3)
Other non-current assets0.0 (1.0)
Accounts payable131.1 (22.8)
Accrued compensation and related benefits12.2 (0.6)
Income taxes payable3.3 (12.1)
Operating lease right-of-use assets and operating lease liabilities(0.9)10.2 
Other liabilities30.2 (4.6)
Net cash provided by (used in) operating activities(116.7)57.5 
Cash flows from investing activities:
Purchases of property, plant and equipment(45.3)(40.2)
Proceeds from sale of equipment0.1 3.2 
Net cash used in investing activities(45.2)(37.0)
Cash flows from financing activities:
Proceeds from the issuance of common stock under at-the-market offering, net of commissions and fees34.0 — 
At-the-market offering costs for the issuance of common stock(0.1)— 
Proceeds from the issuance of convertible notes600.0 — 
Borrowings on revolving credit facility50.0 — 
Proceeds from bank borrowings— 59.3 
Extinguishment of bank borrowings— (59.3)
Proceeds from issuance of common stock1.1 1.1 



Payment of debt issuance costs(17.4)(0.6)
Repurchase of common stock(40.0)(3.4)
Payment for capped call transactions(25.1)— 
Principal payments on bank borrowings(481.5)(18.2)
Employees’ taxes paid upon vesting of restricted stock units(4.3)(1.1)
Payments of dividends to a joint venture shareholder(0.1)(0.1)
Net cash provided by (used in) financing activities116.6 (22.3)
Effect of exchange rate changes on cash and cash equivalents4.4 2.0 
Net increase (decrease) in cash and cash equivalents(40.9)0.2 
Cash and cash equivalents at beginning of period311.8 313.9 
Cash and cash equivalents at end of period$270.9 $314.1 



ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in millions)
GAAPNon-GAAP
Three Months EndedThree Months Ended
September 25, 2026September 25, 2026
ProductsServicesConsolidatedProductsServicesConsolidated
Revenues$681.9 $77.1 $759.0 $681.9 $77.1 $759.0 
Gross profit$106.2 $22.2 $128.4 $108.3 $23.2 $131.5 
Gross margin15.6 %28.8 %16.9 %15.9 %30.1 %17.3 %
Income from operations$46.7 $7.0 $53.7 $58.1 $10.5 $68.6 
Operating margin6.8 %9.1 %7.1 %8.5 %13.6 %9.0 %
Three Months Ended
September 25, 2026
ProductsServicesConsolidated
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis$106.2 $22.2 $128.4 
Amortization of intangible assets (1)1.3 1.0 2.3 
Stock-based compensation expense (2)0.6 — 0.6 
Restructuring charges (3)0.2 — 0.2 
Non-GAAP gross profit$108.3 $23.2 $131.5 
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis15.6 %28.8 %16.9 %
Amortization of intangible assets (1)0.2 %1.3 %0.3 %
Stock-based compensation expense (2)0.1 %— %0.1 %
Restructuring charges (3)0.0 %— %0.0 %
Non-GAAP gross margin15.9 %30.1 %17.3 %
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis$46.7 $7.0 $53.7 
Amortization of intangible assets (1)3.9 2.9 6.8 
Stock-based compensation expense (2)6.3 0.6 6.9 
Restructuring charges (3)0.6 — 0.6 
Legal-related costs (4)0.6 — 0.6 
Non-GAAP income from operations$58.1 $10.5 $68.6 
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis6.8 %9.1 %7.1 %
Amortization of intangible assets (1)0.6 %3.8 %0.8 %



Stock-based compensation expense (2)0.9 %0.7 %0.9 %
Restructuring charges (3)0.1 %— %0.1 %
Legal-related costs (4)0.1 %— %0.1 %
Non-GAAP operating margin8.5 %13.6 %9.0 %
1 Amortization of intangible assets related to the Company’s business acquisitions
2 Represents compensation expense for stock granted to employees and directors
3 Represents costs associated with employee separation, severance, retention, and other expenses related to facility closures
4 Represents estimated costs related to certain legal proceedings and a cybersecurity incident



ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
Three Months Ended
September 25, 2026September 26, 2025June 26, 2026
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (in millions)
Reported net income (loss) attributable to UCT on a GAAP basis$39.1 $(10.9)$8.7 
Amortization of intangible assets (1)6.8 6.9 6.8 
Stock-based compensation expense (2)6.9 4.6 8.1 
Restructuring charges (3)0.6 7.1 0.7 
Debt refinancing costs expensed (4)— 1.1 0.7 
Legal-related costs (5)0.6 0.2 — 
Unrealized loss (gain) on foreign exchange (6)2.6 (2.4)(1.9)
VAT settlement (7)— (0.2)— 
Income tax effect of non-GAAP adjustments (8)(3.5)(4.0)(2.9)
Income tax effect of valuation allowance (9)0.1 8.6 12.1 
Non-GAAP net income attributable to UCT$53.2 $11.0 $32.3 
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis$53.7 $10.6 $29.5 
Amortization of intangible assets (1)6.8 6.9 6.8 
Stock-based compensation expense (2)6.9 4.6 8.1 
Restructuring charges (3)0.6 7.1 0.7 
Legal-related costs (5)0.6 0.2 — 
VAT settlement (7)— (0.2)— 
Non-GAAP income from operations$68.6 $29.2 $45.1 
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis7.1 %2.1 %4.6 %
Amortization of intangible assets (1)0.8 %1.3 %1.0 %
Stock-based compensation expense (2)0.9 %0.9 %1.3 %
Restructuring charges (3)0.1 %1.4 %0.1 %
Legal-related costs (5)0.1 %0.0 %— %
VAT settlement (7)— %0.0 %— %
Non-GAAP operating margin9.0 %5.7 %7.0 %
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis$128.4 $82.2 $103.7 
Amortization of intangible assets (1)2.3 2.3 2.3 
Stock-based compensation expense (2)0.6 0.5 1.5 
Restructuring charges (3)0.2 2.1 0.1 
VAT settlement (7)— (0.2)— 
Non-GAAP gross profit$131.5 $86.9 $107.6 
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis16.9 %16.1 %16.1 %



Amortization of intangible assets (1)0.3 %0.4 %0.4 %
Stock-based compensation expense (2)0.1 %0.1 %0.2 %
Restructuring charges (3)0.0 %0.4 %0.0 %
VAT settlement (7)— %0.0 %— %
Non-GAAP gross margin17.3 %17.0 %16.7 %
Reconciliation of GAAP Other income (expense), net to Non-GAAP Other income (expense), net (in millions)
Reported Other income (expense), net on a GAAP basis$(2.5)$(1.2)$0.6 
Debt refinancing costs expensed (4)— 1.1 0.7 
Unrealized loss (gain) on foreign exchange (6)2.6 (2.4)(1.9)
Non-GAAP Other income (expense), net$0.1 $(2.5)$(0.6)
Reconciliation of GAAP Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted Share
Reported net income (loss) on a GAAP basis$0.85 $(0.24)$0.19 
Amortization of intangible assets (1)0.15 0.15 0.15 
Stock-based compensation expense (2)0.15 0.10 0.18 
Restructuring charges (3)0.01 0.16 0.01 
Debt refinancing costs expensed (4)— 0.02 0.01 
Legal-related costs (5)0.01 0.00 — 
Unrealized loss (gain) on foreign exchange (6)0.06 (0.05)(0.04)
VAT settlement (7)— 0.00 — 
Income tax effect of non-GAAP adjustments (8)(0.08)(0.09)(0.06)
Income tax effect of valuation allowance (9)0.00 0.19 0.26 
Impact of dilutive shares0.00 0.00 0.00 
Non-GAAP net earnings$1.15 $0.24 $0.70 
Weighted average number of diluted shares (in millions) on a non-GAAP basis (10)46.2 45.6 46.0 
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE
Three Months Ended
September 25, 2026September 26, 2025June 26, 2026
Provision for income taxes on a GAAP basis$10.3 $8.7 $18.1 
Income tax effect of non-GAAP adjustments (8)3.5 4.0 2.9 
Income tax effect of valuation allowance (9)(0.1)(8.6)(12.1)
Non-GAAP provision for income taxes$13.7 $4.1 $8.9 
Income before income taxes on a GAAP basis$51.1 $0.6 $30.0 
Amortization of intangible assets (1)6.8 6.9 6.8 
Stock-based compensation expense (2)6.9 4.6 8.1 
Restructuring charges (3)0.6 7.1 0.7 
Debt refinancing costs expensed (4)— 1.1 0.7 
Legal-related costs (5)0.6 0.2 — 
Unrealized loss (gain) on foreign exchange (6)2.6 (2.4)(1.9)
VAT settlement (7)— (0.2)— 
Non-GAAP income before income taxes$68.6 $17.9 $44.4 



Effective income tax rate on a GAAP basis20.2 %1450.0 %60.3 %
Non-GAAP effective income tax rate20.0 %22.9 %20.0 %
1 Amortization of intangible assets related to the Company’s business acquisitions
2 Represents compensation expense for stock granted to employees and directors
3 Represents costs associated with employee separation, severance, retention, and other expenses related to facility closures
4 Represents certain third party transaction costs related to the amended credit agreement and the previously capitalized costs of extinguished debt
5 Represents estimated costs related to certain legal proceedings and a cybersecurity incident
6 Represents unrealized foreign exchange gains and losses arising from the remeasurement of monetary assets and liabilities
7 Represents impact of value added tax ruling
8 Tax effect of items (1) through (7) above based on the non-GAAP tax rate
9 The Company's GAAP tax expense is generally higher than the Company’s non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance position in effect
10 Non-GAAP diluted weighted-average common shares are adjusted to reflect the dilutive impact of our convertible note based on the capped call cap price instead of the initial conversion price