UCTT — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-04-29

• In March 2026, the Company completed a significant financing transaction, issuing $600.0 million of convertible notes and using a portion of the proceeds to repay its term loan and enter into capped call transactions. Separately, the Company repurchased 0.7 million shares for $40.3 million through p…

• Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure a…

• circumstances, the results of which form the basis of our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We consider certain accounting policies related to revenue recognition, inventory …

• There have been no significant changes to our critical accounting policies, significant judgments and estimates disclosed in our Annual Report on Form 10-K subsequent to December 26, 2025. For further information on our critical and other significant accounting policies and estimates, see Part II, I…

• Our fiscal year consists of a 52- or 53-week period. Fiscal year 2026 is a 53-week period ending January 1, 2027, and fiscal year 2025 was a 52-week period ended December 26, 2025. The fiscal quarters ended March 27, 2026 and March 28, 2025 were both 13-week periods.

Text removed vs the prior filing · source: 10-Q · 2025-10-29

• Our Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States, which require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure a…

• There have been no significant changes to our critical accounting policies, significant judgments and estimates disclosed in our Annual Report on Form 10-K subsequent to December 27, 2024. For further information on our critical and other significant accounting policies and estimates, see Part II, I…

• As discussed in Note 4, Goodwill and Intangible Assets Goodwill to our condensed consolidated financial statements, we performed a quantitative goodwill impairment assessment in the second quarter of 2025, which resulted in goodwill impairment charges of $151.1 million related to the Fluid Solutions…

• Revenue growth rates, operating margins, and the discount rate applied were significant assumptions used to determine the fair value of each reporting unit. The concluded fair value of our reporting units was reconciled to our market capitalization. The excess of the concluded fair value over our ma…

• If the actual results are not consistent with the assumptions and judgments we have made in determining the fair value of our reporting units, we may record additional impairment losses.

Text added vs the prior filing · source: 10-Q · 2026-04-29

• During the three months ended March 27, 2026, the Company made a voluntary prepayment of $459.0 million on its term loan facility, which significantly reduced its variable-rate debt and corresponding exposure to interest rate risk. As a result, a hypothetical 100 basis point increase in borrowing ra…

Text removed vs the prior filing · source: 10-Q · 2025-10-29

• There were no significant changes to our quantitative and qualitative disclosures about market risk during the period covered by this report. Refer to Part II, Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” included in our Annual Report on Form 10-K for our fiscal year ended D…

Text added vs the prior filing · source: 10-Q · 2026-04-29

• Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of March 27, 2026, pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934, …

• Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 27, 2026, to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Excha…

• There were no changes in our internal control over financial reporting during the quarter ended March 27, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-10-29

• Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act. Disclosure controls and proce…

• Material Weaknesses in Internal Control Over Financial Reporting

• As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 27, 2024, the Company identified the following material weaknesses in our internal control over financial reporting that continue to exist as of September 26, 2025.

• 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 inter…

• These material weaknesses contributed to the following additional material weaknesses:

Text removed vs the prior filing · source: 10-Q · 2025-10-29

• On March 24, 2025, a putative securities class action was filed in the United States District Court for the Northern District of California, captioned Ofir Schweiger v. Ultra Clean Holdings, Inc., et al., (Case No. 3:25-cv-02768), against the Company and our former Chief Executive Officer, James Sch…

Text added vs the prior filing · source: 10-Q · 2026-04-29

• We have significant existing indebtedness, which may limit our ability to expand or pursue our business strategy; and if we are unable to meet our debt obligations as they come due, including our obligations to repurchase or settle conversions of the 2031 Convertible Notes, our financial position co…

• As of March 27, 2026, we had approximately $19.4 million principal amount of indebtedness for borrowed money outstanding under our credit agreement, gross of unamortized debt costs of $1.0 million, and $600.0 million aggregate principal amount of indebtedness outstanding under our convertible notes …

• Our indebtedness could have significant adverse consequences, including: requiring us to dedicate a substantial portion of our cash flows from operations to debt service payments, reducing the cash available for working capital, capital expenditures, acquisitions, and other general corporate purpose…

• Our credit agreement also contains covenants that restrict our ability to take certain actions, including incurring additional debt, providing guarantees, creating liens, making certain investments, engaging in transactions with affiliates, and engaging in certain mergers and acquisitions. We are al…

• In addition, holders of the 2031 Convertible Notes may require us to repurchase their notes for cash upon the occurrence of certain fundamental changes. In addition, all conversions of the 2031 Convertible Notes will be settled partially or entirely in cash. We may not have sufficient cash available…