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Winning firms will focus on what they can control, weather the rest, as triple-shock brakes private equity’s latest revival –Bain & Company 2026 Midyear PE report

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Trifecta of early-year shocks puts brakes on global PE’s latest revival for a second consecutive year as ‘Groundhog Day’ dynamic hits dealmaking again

Winning firms need to lean into value creation, AI adoption, disciplined bets, talent and operational execution as PE confronts a more challenging era

MSCI data shows ‘SaaSpocalypse’ hit private software valuations less than listed SaaS players – even as investors refocus on more AI-proof sectors; separate MSCI analysis shows over 75% of assets still exit at valuations above next-to-last marks, maintaining historical pattern

Ontra’s NDA-based leading indicator for PE deal activity points to deal flow remaining roughly flat through July 2026: stable, but far from a broad-based recovery

BOSTON and LONDON, June 8, 2026 /PRNewswire/ — The global private equity recovery that was gathering momentum at the start of this year has stalled once again, as three rapid-fire market shocks dampened dealmaking, fundraising, and exit activity in the first half of the year, Bain & Company concludes in its 2026 Private Equity Midyear Report, released today.

But as the PE industry grapples with the latest market disruptions, Bain urges that winning PE players should focus on what they can control, while weathering other challenges. The best placed firms will lean into value creation plans, including proactively harnessing AI, and focus scarce resources on disciplined bets to create a true ‘right to win’, Bain advises.

Today’s report charts an 18-month-long ‘Groundhog Day’ dynamic in global PE. A year ago, early optimism was dashed by tariff turmoil. This year, the buyout market had largely shaken off those concerns, with dealmaking back on the rise, only for that revival to be derailed once again. This time, the setback was triggered by abrupt jolts, in quick succession, from an AI-driven rout in software valuations, redemption stress in private credit, and the energy price spike triggered by the Iran conflict.

Bain’s analysis finds that, by midyear, the reversal in PE market conditions sparked by these shocks has been sharp and wide-ranging: bid-ask spreads have widened, investment committees have pulled back, and recovering exit momentum has again run out of steam. Select PE transactions do continue to clear at high prices, but these deals are mostly those involving top-tier assets, Bain reports.

Yet despite these headwinds, Bain’s analysis also emphasizes a backdrop for PE dealmakers where there is nothing fundamentally broken in financial markets. Pumped-up public equities continue to defy gravity, the global economy remains in expansion mode, debt markets are open, and there is abundant dry powder to fund deals.

With intensifying pressure on PE general partners (GPs) to buy and sell companies, Bain concludes that it would not take much to unlock a wave of new dealmaking in the second half of 2026, but cautions that a truly sustained PE upturn will depend on the market finding a more fundamental equilibrium lasting more than a quarter or two.

“There’s no question the fog will lift eventually – it always does. The firms best positioning themselves to lead out of the present slump are giving intense attention to what they can control now, not what they can’t,” said Hugh MacArthur, chairman of the global PE practice at Bain & Company. “Private equity has entered a much more difficult and competitive era. Generating consistent outperformance will require an ever-sharper strategic focus and, crucially, the disciplined value creation system to back it up.”

Bain’s analysis sets out a clear prescription for PE’s demanding new era under which leading firms can shape a differentiated right to win, building repeatable models for underwriting deals and operational value creation. With hold periods for PE portfolios lengthening, firm resources constrained, and persistent market disruption, Bain also cautions that for PE players the premium on specialization, operational capability, talent, and disciplined execution to set the conditions for success has never been higher.

“The hard work done in market downturns to develop competitive capabilities is often what determines who leads in the next cycle,” said Rebecca Burack, head of the global Private Equity practice at Bain & Company. “The uncertainty that’s slowing down dealmaking will resolve eventually. The critical opportunity right now is to determine where you can win, and to dig in to make it happen.”

Dislocations leave green and red zones for dealmakers as technology valuations slump

Amid 2026’s ‘Groundhog Day’ dynamic of market revival followed by renewed retreat, Bain’s analysis of the first-half’s dislocations finds a general slowdown in investment and buyout activity, but with an uneven trend across sectors. With the PE industry’s overhang of dry powder, GPs are being forced to hunt for deals where they can find them, across ‘green zones’ where greater conviction exists, and ‘red zones’ for sectors suffering the greatest uncertainty.

The technology sector falls somewhere in between these green and red zones, Bain concludes. As anxieties over AI’s impact clouded valuations for the tech industry, and particularly the software sector, tech deal value slumped by 70% from Q4 2025 to Q1 2026, as fewer large software transactions cleared, the analysis notes.

Proprietary data shows ‘SaaSpocalypse’ hit private software valuations less, even as investors refocus on more ‘AI-proof’ sectors

Bain’s report also provides the first concrete view of how that AI-fueled uncertainty and so-called ‘SaaSpocalypse’ in software have translated into private company valuations in software and tech, via a proprietary MSCI analysis of Q1 buyout marks. Through March 31, software valuations in PE portfolios declined by roughly 8% overall. This was far less than the corresponding public market correction affecting the sector, but still meaningful. The decline was also notably more muted in Europe, where software marks fell 4.2%, versus 8.9% in the US.

As tech-focused GPs adjust to the new realities of an AI-inflected world, Bain’s analysis warns that uncertainty over tech and software companies’ valuations is likely to persist for buyers and sellers, as well as in other sectors significantly impacted by AI. In the meantime, Bain reports that PE firms are rotating capital and investment resources towards businesses perceived as less exposed to near-term AI disruption and macro volatility as PE firms seek deals that allow underwriting confidence.

Deal cost index shows record high, intensifying imperative for ‘new math’ on value creation and stronger earnings

Bain’s analysis also sets out a ‘deal cost index’ combining purchase multiples and financing costs that have been pushed up by interest rate levels. A record level for this index shows that PE deals are now arguably more expensive than at any point in the industry’s history, Bain finds. It notes that while entry multiples have occasionally been higher in the past, and interest rates have been higher in some periods, the combined measure is near all-time highs.

The expensiveness of deals in turn magnifies the imperative for PE to generate operational value and earnings growth, the report observes. Bain’s ’12 is the new 5′ framework, introduced in its 2026 Global PE Report, captures the new math needed: a deal that required only 5% annual EBITDA growth to generate a 2.5x return a decade ago now requires closer to around 10% to 12%.

NDA data points to stable short-term conditions but with signs of a broad-based upturn still to be seen

Considering the outlook for PE for the rest of 2026, Bain examines a leading indicator of likely prospects, using early signal data from Ontra, an AI workflow platform for private markets that processes a significant volume of the industry’s non-disclosure agreements (NDAs).

Historically, there has been a strong correlation between NDA activity and deal closings roughly three months later. Bain reports that the latest Ontra NDA data points to PE deal activity remaining roughly flat through July 2026, signaling stable conditions but with signs of a broad-based recovery still to emerge.

Exit logjam and liquidity crunch persist but MSCI data shows valuation marks still hold at realization

Alongside investments, PE exit activity also remains stalled, with Bain reporting little signs of progress towards easing the industry’s exit logjam or the resulting liquidity crunch that has slowed the PE capital cycle for years, despite optimism on this at the end of last year.

The industry is coming off a four-year stretch of record-low distributions as a percentage of net asset value (NAV), with the implied capital cycle and holding periods for PE assets now running to approximately seven years – well beyond historical norms. In parallel, PE firms are sitting on around 33,000 unsold portfolio companies.

Growing tension around valuations reflects a self-reinforcing dynamic in the GP-LP model, Bain suggests. A recent poll by the Institutional Limited Partners Association (ILPA) found a majority of LPs losing confidence in any GP when the discount to last mark for assets exceeds 5% on a full exit. Bain’s analysis finds that this is creating a powerful incentive for GPs to hold on to portfolio companies and wait for them to “grow into” marks, rather than risk a markdown that could prove fatal to fundraising. Yet the longer assets sit, the more LPs question whether stated valuations reflect intrinsic value.

Despite these tensions, today’s report cites a second proprietary MSCI analysis that offers the more reassuring data point that roughly 75% of buyout assets are still exiting above their next-to-last quarterly mark – the GP valuation preceding the final mark before sale, and a cleaner measure of valuation accuracy before significant price discovery occurs during an active sale process. This is broadly consistent with historical patterns, suggesting that in spite of growing skepticism about private market valuations, the premium that buyers have historically paid above marks on exit has not disappeared.

Fundraising remains a grind as LP patience sees its limits tested

With exits continuing to drag and the impact on PE’s liquidity and capital cycle preventing the return of capital to LPs, fundraising by GPs also remains mired in the doldrums, Bain reports. It notes that fundraising is the last part of the capital flywheel to recover during PE upturns, with current conditions proving this again.

Overall momentum in fundraising remains uninspiring despite several headline fund closings so far in 2026, including KKR’s North America Fund XIV and Bain Capital’s Asia Fund VI, Bain says. It concludes that this reflects a bifurcated market in which funds with strong distributions to LPs in relation to paid-in capital (DPI) and internal rates of return (IRR), can still hit targets quickly, but where the broader picture remains difficult.

In what Bain suggests may be an early warning sign for GPs, a recent ILPA poll found that while a large majority of LPs are maintaining or increasing their buyout allocations, roughly one in five indicated that they are reducing allocations to buyouts through the strategic asset allocation process, due to liquidity pressures or concerns about long-term returns. With negotiating leverage continuing to shift in the LPs’ favor, winning a fresh funding commitment now comes at an increasing cost in terms of fees or co-investment for the average GP, Bain cautions

Controlling the controllable: four imperatives for winning firms

Bain’s report identifies four principles defining the firms best positioned to lead out of the current slump:

Apply the new deal math: With purchase multiples and financing costs simultaneously at record highs, maintaining past performance requires a dramatically increased focus on value creation—and the specialized capabilities to execute it rapidly.Lean hard into AI as an accelerator: AI is rapidly becoming one of private equity’s most important value creation levers. Inaction has become a strategic choice, not a neutral decision. The companies seeing the greatest impact are redesigning workflows, strengthening data foundations, and scaling use cases that change the economics of the business.Don’t get caught in the middle: The holding period’s middle phase is where value creation is most often lost. With duration risk to be managed aggressively, sponsors must take a disciplined approach to refreshing value creation plans—while also resetting management incentives and talent where needed.Focus resources on the winners: Portfolio resources are limited while active portfolio company counts have roughly doubled over the last decade. There is more value in turning a 3x deal into a 5x than a 1x into a 1.5x. The biggest overall return often comes from making winners even better, not spreading resources evenly.

Media contacts
Dan Pinkney (Boston) — Email: dan.pinkney@bain.com
Gary Duncan (London) — Email: gary.duncan@bain.com
Ann Lee (Singapore) — Email: ann.lee@bain.com

About Bain & Company
Bain & Company works with leaders worldwide to solve their toughest challenges and deliver enduring results. Since 1973, we’ve partnered with clients, including private equity and portfolio companies, to build the capabilities they need to stay ahead of change and help them redefine their industries. We measure our success by our clients’ success, and we proudly hold the highest levels of client advocacy in our field.

Bain is consistently recognized globally as one of the best places to work. We operate as one global team, uniting strategists, industry and functional experts, technologists, and advisors with a vibrant ecosystem of technology partners.  

Notes to Editors
Bain & Company was founded in 1973 and today has 19,000 employees across 67 cities in 40 countries. We have worked with more than two-thirds of the Global 500 and more than 9,000 companies worldwide. Bain has pledged to deliver $2 billion in pro bono consulting to nonprofit, public-sector and charitable organizations by 2035. The firm is consistently recognized as a Leader in major analyst rankings across multiple areas, including digital business, innovation, strategy, experience design, customer experience, and carbon-zero transformation.

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SOURCE Bain & Company

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Sandbox VR Expands in Miami Area with Second Location at The Falls, Opening October 30

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Sandbox VR brings the ‘best virtual reality experience on the planet’ to The Falls

MIAMI, Oct. 27, 2026 /PRNewswire/ — Sandbox VR, the world’s premier venue for virtual reality experiences, will open its second location in the Greater Miami area on October 30 at The Falls. The more than 4,100-square-foot venue at 8888 SW 136th Street, Unit 407A, will be operated by Immersa Entertainment LLC and franchise operators Carolina Brost and William Santiago. Guests who book online by October 29 can save 25% on tickets at https://sandboxvr.com/miami/the-falls.

Sandbox VR Opens October 30 at The Falls in Greater Miami: Celebrate with 25% Off When You Book by October 29

The Falls is a 55-acre open-air shopping, dining and entertainment destination in South Florida. Sandbox VR’s new venue includes four private holodecks where groups of up to six guests suit up with headsets, haptic vests, and motion trackers for full-body immersion. The technology allows players to see and physically interact with one another, creating the feeling of living inside the action together. After each session, guests receive personalized highlight videos to relive and share their adventure.

“As local business owners, we believe entertainment should be more than just an activity – it should be an opportunity to bring people together, create lasting memories, and strengthen our community. Opening our second entertainment venue with a franchise of Sandbox VR is an exciting next chapter in our commitment to delivering exceptional experiences. Our priority has always been to provide a safe, fun, and welcoming environment where families, friends, and colleagues can enjoy innovative, high-quality entertainment. We are proud to bring this world-class immersive experience to The Falls and look forward to continuing to serve the South Florida community that has supported us throughout our journey,” said Carolina Brost and William Santiago, Owners, Sandbox VR The Falls.

Sandbox VR operates both corporate-owned locations and a robust franchise program, and recently hit $300M in lifetime sales while scaling to 100 global locations across five continents and 13 countries since launching in 2016. The company is redefining group entertainment with immersive experiences that transform any outing into lasting memories. Built by a team of veteran developers from EA, Sony, and Ubisoft, Sandbox VR delivers full-body immersion through exclusive content and original experiences, including the recently launched Stranger Things: Catalyst, in collaboration with Netflix, and the new Age of Dinosaurs experience in partnership with the Natural History Museum of London and leading dinosaur experts.

Sandbox VR provides an unparalleled entertainment experience with over 250,000 five-star reviews from guests worldwide. With over 6 million lifetime tickets sold across five continents, the company has established itself as the global leader in location-based virtual reality. Sandbox VR is backed by Andreessen Horowitz, Alibaba Entrepreneurs Fund, Gobi Partners, Craft, and Stanford University, along with individuals such as Kevin Durant, Justin Timberlake, and Katy Perry.

To learn more or book an experience at Sandbox VR The Falls, visit https://sandboxvr.com/miami/the-falls.

ABOUT SANDBOX VR
Sandbox VR is the world’s premier destination for location-based virtual reality experiences. Operating across 100 venues around the globe through a franchise and corporate-owned model, Sandbox VR attracts over 150,000 guests each month. Sandbox VR gives guests the opportunity to step out of everyday reality into unforgettable adventures through group-play immersive experiences. Using a proprietary full-body VR platform, the company develops original and licensed content, including exclusive experiences like Stranger Things: Catalyst and Squid Game Virtuals in collaboration with Netflix, and the Sandbox VR original Deadwood series. With over 6 million tickets sold worldwide, Sandbox VR has become a leader in immersive entertainment, combining premium technology with emotionally engaging storytelling. Recognized as one of Fast Company’s Most Innovative Companies and a two-time honoree on the Inc. 5000 list of America’s fastest-growing private companies, Sandbox VR is headquartered in San Francisco with offices in Hong Kong and Vancouver. The company has raised over $70 million from investors, including Andreessen Horowitz, Alibaba Entrepreneurs Fund, Gobi Partners and Craft, with individual backers including Justin Timberlake, Kevin Durant, and Will Smith.

Media Contact:
Carolina Brost, Owner
Immersa Entertainment LLC
dba Sandbox VR The Falls
(786) 530-2020
sandboxvr.thefalls@gmail.com

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SOURCE Sandbox VR

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10x Genomics to Participate in the 2026 Jefferies Global Healthcare Conference

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PLEASANTON, Calif., Oct. 27, 2026 /PRNewswire/ — 10x Genomics, Inc. (Nasdaq: TXG), the life science technology leader focused on accelerating science and advancing human health, announced today that members of its management team will participate in a fireside chat at the 2026 Jefferies Global Healthcare Conference in London on Tuesday, November 17, at 4:30 p.m. Greenwich Mean Time.

Interested parties may access a live webcast of the fireside chat on the “Investors” section of the company’s website at: https://investors.10xgenomics.com/. The webcast will be archived and available for replay for at least 30 days after the event.

About 10x Genomics

10x Genomics is a life science technology company building products to accelerate the mastery of biology and advance human health. Our integrated research solutions include instruments, consumables and software for single cell and spatial biology, which help academic and translational researchers and biopharmaceutical companies understand biological systems at a resolution and scale that matches the complexity of biology. Our products are behind breakthroughs in oncology, immunology, neuroscience and more, fueling powerful discoveries that are transforming the world’s understanding of health and disease. To learn more, visit 10xgenomics.com or connect with us on LinkedIn, X, Facebook, Bluesky or YouTube. 

Disclosure Information

10x Genomics uses filings with the Securities and Exchange Commission, our website (www.10xgenomics.com), press releases, public conference calls, public webcasts and our social media accounts as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

Contacts

Investors: investors@10xgenomics.com

Media: media@10xgenomics.com

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SOURCE 10x Genomics, Inc.

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Ultra Clean Reports Third Quarter 2026 Financial Results

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HAYWARD, Calif., Oct. 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, 2026

September 26, 2025

September 25, 2026

September 26, 2025

Revenues:

Products

$           681.9

$           445.0

$        1,720.3

$        1,356.9

Services

77.1

65.0

217.3

190.4

Total revenues

759.0

510.0

1,937.6

1,547.3

Cost of revenues:

Products

575.7

380.4

1,465.2

1,163.9

Services

54.9

47.4

155.9

137.8

Total cost of revenues

630.6

427.8

1,621.1

1,301.7

Gross profit

128.4

82.2

316.5

245.6

Operating expenses:

Research and development

8.8

7.8

26.1

23.2

Sales and marketing

15.9

15.1

47.8

45.5

General and administrative

50.0

48.7

148.1

144.1

Impairment of goodwill

—

—

—

151.1

Total operating expenses

74.7

71.6

222.0

363.9

Income (loss) from operations

53.7

10.6

94.5

(118.3)

Interest income

1.4

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 taxes

51.1

0.6

85.3

(147.7)

Provision for income taxes

10.3

8.7

47.5

23.3

Net income (loss)

40.8

(8.1)

37.8

(171.0)

Less: Net income attributable to noncontrolling interests

1.7

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:

Basic

45.4

45.4

45.3

45.2

Diluted

46.2

45.4

46.2

45.2

 

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in millions)

September 25,
2026

December 26,
2025

ASSETS

Current assets:

Cash and cash equivalents

$                       270,9

$                      311,8

Accounts receivable, net of allowance for credit losses

272,4

208,8

Inventories

723,3

390,9

Prepaid expenses and other current assets

67,6

48,2

Total current assets

1 334,2

959,7

Property, plant and equipment, net

344,4

324,6

Goodwill

114,2

114,2

Intangible assets, net

136,4

156,8

Deferred tax assets, net

4,1

3,5

Operating lease right-of-use assets

156,3

157,2

Other non-current assets

14,8

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 payable

335,2

194,9

Accrued compensation and related benefits

63,3

51,1

Operating lease liabilities

22,3

20,2

Other current liabilities

57,8

24,6

Total current liabilities

478,6

300,7

Long-term debt

635,1

467,0

Deferred tax liabilities

13,7

13,8

Operating lease liabilities

152,7

156,6

Other liabilities

11,0

6,8

Total liabilities

1 291,1

944,9

Equity:

UCT stockholders’ equity:

Common stock 

0,1

0,1

Additional paid-in capital

601,6

578,7

Common shares held in treasury

(88,7)

(48,4)

Retained earnings

219,1

189,2

Accumulated other comprehensive loss

(4,6)

(8,6)

Total UCT stockholders’ equity

727,5

711,0

Noncontrolling interests

85,8

73,1

Total equity

813,3

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 amortization

37.5

35.5

Amortization of intangible assets

20.4

21.2

Stock-based compensation

17.2

14.4

Amortization of debt issuance costs

2.5

2.1

Loss on extinguishment of debt

3.4

—

Loss on disposal of property, plant and equipment

1.2

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 assets

0.0

(1.0)

Accounts payable

131.1

(22.8)

Accrued compensation and related benefits

12.2

(0.6)

Income taxes payable

3.3

(12.1)

Operating lease right-of-use assets and operating lease liabilities

(0.9)

10.2

Other liabilities

30.2

(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 equipment

0.1

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 fees

34.0

—

At-the-market offering costs for the issuance of common stock

(0.1)

—

Proceeds from the issuance of convertible notes

600.0

—

Borrowings on revolving credit facility

50.0

—

Proceeds from bank borrowings

—

59.3

Extinguishment of bank borrowings

—

(59.3)

Proceeds from issuance of common stock

1.1

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 activities

116.6

(22.3)

Effect of exchange rate changes on cash and cash equivalents

4.4

2.0

Net increase (decrease) in cash and cash equivalents

(40.9)

0.2

Cash and cash equivalents at beginning of period

311.8

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)

GAAP

Non-GAAP

Three Months Ended

Three Months Ended

September 25, 2026

September 25, 2026

Products

Services

Consolidated

Products

Services

Consolidated

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 margin

15.6 %

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 margin

6.8 %

9.1 %

7.1 %

8.5 %

13.6 %

9.0 %

Three Months Ended

September 25, 2026

Products

Services

Consolidated

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 basis

15.6 %

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 margin

15.9 %

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

0.0

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 basis

6.8 %

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 margin

8.5 %

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,
2026

September 26,
2025

June 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 basis

7.1 %

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 margin

9.0 %

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 basis

16.9 %

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 margin

17.3 %

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 shares

0.00

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,
2026

September 26,
2025

June 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 basis

20.2 %

1450.0 %

60.3 %

Non-GAAP effective income tax rate

20.0 %

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

 

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SOURCE Ultra Clean Holdings, Inc.

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