UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Number of shares outstanding of the issuer’s common stock as of November 3, 2023:
ULTRA CLEAN HOLDINGS, INC.
TABLE OF CONTENTS
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ITEM 1. |
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3 |
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ITEM 2. |
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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24 |
ITEM 3. |
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32 |
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ITEM 4. |
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32 |
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ITEM 1. |
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34 |
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ITEM 1A. |
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34 |
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ITEM 2. |
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UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
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34 |
ITEM 3. |
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34 |
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ITEM 4. |
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34 |
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ITEM 5. |
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34 |
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ITEM 6. |
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35 |
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36 |
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- 2 -
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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September 29, |
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December 30, |
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2023 |
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2022 |
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(In millions, except par value) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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Accounts receivable, net of allowance for credit losses of $ |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Goodwill |
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Intangible assets, net |
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Deferred tax assets, net |
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Operating lease right-of-use assets |
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Other non-current assets |
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Total assets |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Bank borrowings |
$ |
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$ |
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Accounts payable |
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Accrued compensation and related benefits |
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Operating lease liabilities |
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Other current liabilities |
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Total current liabilities |
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Bank borrowings, net of current portion |
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Deferred tax liabilities |
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Operating lease liabilities |
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Other liabilities |
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Total liabilities |
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and contingencies (See Note 9) |
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Equity: |
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UCT stockholders’ equity: |
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Preferred stock — $ |
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Common stock — $ |
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Additional paid-in capital |
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Common shares held in treasury, at cost, |
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Retained earnings |
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Accumulated other comprehensive loss |
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( |
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Total UCT stockholders' equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
$ |
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$ |
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(See accompanying Notes to Condensed Consolidated Financial Statements)
- 3 -
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 29, |
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September 30, |
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September 29, |
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September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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(In millions, except per share amounts) |
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Revenues: |
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Product |
$ |
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$ |
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$ |
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$ |
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Services |
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Total revenues |
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Cost of revenues: |
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Product |
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Services |
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Total cost revenues |
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Gross margin |
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Operating expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Net loss on divestitures |
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Total operating expenses |
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Income from operations |
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Interest income |
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Interest expense |
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( |
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( |
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Other expense, net |
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( |
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( |
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Income (loss) before provision for income taxes |
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( |
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Provision for income taxes |
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Net income (loss) |
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( |
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( |
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Less: Net income attributable to noncontrolling interests |
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Net income (loss) attributable to UCT |
$ |
( |
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$ |
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$ |
( |
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$ |
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Net income (loss) per share attributable to UCT common stockholders: |
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Basic |
$ |
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$ |
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$ |
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$ |
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Diluted |
$ |
( |
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$ |
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$ |
( |
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$ |
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Shares used in computing net income (loss) per share: |
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Basic |
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Diluted |
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(See accompanying Notes to Condensed Consolidated Financial Statements)
- 4 -
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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Three Months Ended |
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Nine Months Ended |
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September 29, |
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September 30, |
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September 29, |
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September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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(In millions) |
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Net income (loss) |
$ |
( |
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$ |
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$ |
( |
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$ |
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Other comprehensive income (loss): |
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Change in cumulative translation adjustment, net of tax |
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( |
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Change in pension net actuarial gain, net of tax |
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Change in fair value of derivatives, net of tax |
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Total other comprehensive loss |
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( |
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( |
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( |
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Comprehensive income (loss) |
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( |
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( |
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( |
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Comprehensive income (loss), attributable to noncontrolling interests |
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( |
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Comprehensive loss (income) attributable to UCT |
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( |
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( |
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( |
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(See accompanying Notes to Condensed Consolidated Financial Statements)
- 5 -
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Nine Months Ended |
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September 29, |
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September 30, |
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2023 |
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2022 |
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(In millions) |
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Cash flows from operating activities: |
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Net income (loss) |
$ |
( |
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$ |
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Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
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Depreciation and amortization |
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Amortization of intangible assets |
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Stock-based compensation |
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Amortization of debt issuance costs |
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Gain on sale of property, plant and equipment |
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Deferred income taxes |
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Change in the fair value of financial instruments |
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( |
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Net loss on divestitures |
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Changes in assets and liabilities: |
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Accounts receivable |
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Inventories |
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( |
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Prepaid expenses and other current assets |
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( |
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Other non-current assets |
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( |
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Accounts payable |
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( |
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( |
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Accrued compensation and related benefits |
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( |
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Income taxes payable |
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( |
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( |
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Operating lease assets and liabilities |
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( |
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( |
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Other liabilities |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of property, plant and equipment |
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( |
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Proceeds from sale of property, plant and equipment |
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Divestiture of subsidiaries |
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Net cash used in investing activities |
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( |
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Cash flows from financing activities: |
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Principal payments on bank borrowings |
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( |
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( |
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Repurchase of shares |
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( |
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Employees' taxes paid upon vesting of restricted stock units |
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( |
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( |
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Payments of debt issuance costs |
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( |
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( |
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Payments of dividends to a joint venture shareholder |
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Proceeds from bank borrowings |
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Proceeds from issuance of common stock |
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Net cash used in financing activities |
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( |
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( |
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Effect of exchange rate changes on cash and cash equivalents |
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( |
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Net decrease in cash and cash equivalents |
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( |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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Supplemental cash flow information: |
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Income taxes paid, net of income tax refunds |
$ |
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$ |
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Interest paid |
$ |
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$ |
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Non-cash investing and financing activities: |
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Property, plant and equipment purchased included in accounts payable |
$ |
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$ |
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(See accompanying Notes to Condensed Consolidated Financial Statements)
- 6 -
ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
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Three Months Ended |
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September 29, 2023 |
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Common Stock |
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Treasury shares |
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Shares |
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Amount |
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Additional |
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Shares |
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Amount |
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Retained |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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(In millions) |
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Balance June 30, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
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( |
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Other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balance September 29, 2023 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Nine Months Ended |
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September 29, 2023 |
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Common Stock |
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Treasury shares |
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Shares |
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Amount |
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Additional |
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Shares |
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Amount |
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Retained |
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Accumulated |
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Total |
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Noncontrolling |
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Total |
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(In millions) |
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Balance December 30, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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Issuance under employee stock plans |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Employees' taxes paid upon vesting of restricted stock units |
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( |
) |
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— |
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( |
) |
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— |
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