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Travelzoo Reports Third Quarter 2026 Results

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NEW YORK, Oct. 27, 2026 /PRNewswire/ — Travelzoo® (NASDAQ: TZOO):

Revenue of $22.9 million, up 3% year-over-yearConsolidated operating loss of $2.6 millionNon-GAAP consolidated operating loss of $2.1 millionCash flow from operations of $1.8 millionEarnings per share (EPS) of $(0.20)Club Members up 65% year-over-year

Travelzoo, the club for travel enthusiasts, today announced financial results for the third quarter ended September 30, 2026. Consolidated revenue was $22.9 million, up 3% from $22.2 million year-over-year. In constant currencies, revenue was $23.0 million. Travelzoo’s reported revenue consists of advertising revenues and commissions, derived from and generated in connection with purchases made by Travelzoo members, and membership fees.

In Q3, we continued to invest significantly in growing Club Members and accelerated the shift towards membership fees revenue. Marketing costs were expensed immediately. Membership fees revenue is recognized ratably over the subscription period of 12 months. Going forward, we expect new and recurring membership fees revenue from a growing base of members. We refer to our investor presentation.

Net Loss attributable to Travelzoo was $2.0 million for Q3 2026, or $(0.20) per share, compared with $0.01 per share in the prior-year period.

Non-GAAP operating loss was $2.1 million. Non-GAAP operating loss excludes stock option expenses ($338,000) and severance expense ($150,000). Please refer to “Non-GAAP Financial Measures” and the tabular reconciliation below.

“We will continue to leverage Travelzoo’s global reach, trusted brand, and strong relationships with top travel suppliers to negotiate more Club Offers for Club Members and add new benefits, such as our popular complimentary airport lounge access worldwide in case of a delayed flight,” said Holger Bartel, Travelzoo’s Global CEO. “Travelzoo members are affluent, active, and open to new experiences. We inspire travel enthusiasts to travel to places they never imagined they could. Travelzoo is the must-have membership for those who love to travel as much as we do.”

Travelzoo North America
North America business segment revenue increased 4% year-over-year to $14.8 million. Operating loss for Q3 2026 was $1.4 million, or 9% of revenue, compared to operating profit of $1.1 million or 8% of revenue in the prior-year period.

Travelzoo Europe
Europe business segment revenue increased 5% year-over-year to $6.9 million. Operating loss for Q3 2026 was $1.2 million, or 18% of revenue, compared to operating loss of $0.6 million, or 10% of revenue in the prior-year period.

Jack’s Flight Club
Jack’s Flight Club is a membership subscription service in which Travelzoo has a 60% ownership interest. Revenue decreased 15% year-over-year to $1.2 million. Jack’s Flight Club’s revenue from subscriptions is recognized ratably over the subscription period (quarterly, semi-annually, annually). Operating profit for Q3 2026 was $34,000, compared to operating profit of $20,000 in the prior-year period.

New Initiatives
New Initiatives business segment revenue, which includes Licensing and Travelzoo META, was $27,000. Operating loss for Q3 2026 was $3,000.

In 2020, Travelzoo entered into royalty-bearing licensing agreements with local licensees for the exclusive use of Travelzoo’s brand, business model, and members in Australia, Japan, New Zealand, and Singapore. Under these arrangements, Travelzoo’s existing members in Australia, Japan, New Zealand, and Singapore will continue to be owned by Travelzoo as the licensor. Licensing revenue from the licensee in Australia was $11,000 for Q3 2026. Licensing revenue from the licensee in Japan was $5,000 for Q3 2026. Licensing revenue is expected to increase going forward.

Reach
Travelzoo reaches 30 million travelers. This includes Jack’s Flight Club. Comparisons to prior periods are no longer meaningful due to strategic developments of the Travelzoo membership.

In 2024, we introduced a membership fee for Travelzoo. Legacy Members, who joined prior to 2024, continue to receive certain travel offers. However, Club Offers and new benefits are only available to Club Members, who pay the membership fee. Therefore, we are seeing many Legacy Members become Club Members over time—in addition to new members who join. In Q3, the number of Club Members increased by 65% year-over-year.

Income Taxes
The reported income tax benefit for Q3 2026 was $436,000.

Balance Sheet
As of September 30, 2026, cash, cash equivalents and restricted cash were $8.8 million. Cash flow from operations was $1.8 million.

Deferred revenue increased because membership fees are earned over the subscription period. Membership fees revenue is recognized ratably over the subscription period.

Share Repurchase Program
During Q3 2026, the Company repurchased 256,898 shares of its outstanding common stock.

Looking Ahead
For Q4 2026, we expect year-over-year revenue growth. We also expect revenue growth in subsequent quarters, as membership fees revenue is recognized ratably over the subscription period of 12 months, as we grow Club Members, and as more Legacy Members become Club Members. Over time, we expect profitability to increase as recurring membership fees revenue will be recognized. In the short-term, fluctuations in reported net income are likely.

Non-GAAP Financial Measures
Management calculates non-GAAP operating income when evaluating the financial performance of the business. Calculation of non-GAAP operating income, also called “non-GAAP operating profit” in this press release and today’s earnings conference call, excludes the following items: amortization of intangibles, stock option expenses, and severance-related expenses. This press release includes a table which reconciles GAAP operating income to the calculation of non-GAAP operating income. Non-GAAP operating income is not required by, or presented in accordance with, generally accepted accounting principles in the United States of America (“GAAP”). This information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly titled measures reported by other companies.

Conference Call
Travelzoo will host a conference call to discuss third quarter 2026 results today at 11:00 a.m. ET. Please visit http://ir.travelzoo.com/events-presentations to

download the management presentation (PDF format) to be discussed in the conference callaccess the webcast.

About Travelzoo
We, Travelzoo®, are the club for travel enthusiasts. We reach 30 million travelers. Club Members receive Club Offers negotiated and rigorously vetted by our deal experts around the globe. Our relationships with thousands of top travel companies give us access to irresistible deals. Our club and its benefits are built around the lifestyle of a modern travel enthusiast.

Certain statements contained in this press release that are not historical facts may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. These forward-looking statements may include, but are not limited to, statements about our plans, objectives, expectations, prospects and intentions, markets in which we participate and other statements contained in this press release that are not historical facts. When used in this press release, the words “expect”, “predict”, “project”, “anticipate”, “believe”, “estimate”, “intend”, “plan”, “seek” and similar expressions are generally intended to identify forward-looking statements. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including changes in our plans, objectives, expectations, prospects and intentions and other factors discussed in our filings with the SEC. We cannot guarantee any future levels of activity, performance or achievements. Travelzoo undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this press release.

Travelzoo

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

Three months ended

Nine months ended

September 30,

September 30,

2026

2025

2026

2025

Revenues

$      22,910

$      22,198

$      70,391

$      69,245

Cost of revenues

5,748

4,519

18,088

13,132

Gross profit

17,162

17,679

52,303

56,113

Operating expenses:

Sales and marketing

14,604

12,198

39,454

34,378

Product development

589

631

1,855

1,963

General and administrative

4,529

4,362

12,872

13,420

Total operating expenses

19,722

17,191

54,181

49,761

Operating income (loss)

(2,560)

488

(1,878)

6,352

Other income, net

166

(64)

436

727

Income (loss) before income taxes

(2,394)

424

(1,442)

7,079

Income tax expense (benefit)

(436)

245

124

2,158

Net income (loss)

(1,958)

179

(1,566)

4,921

Net income attributable to non-controlling interest

51

29

101

201

Net income (loss) attributable to Travelzoo

$       (2,009)

$           150

$       (1,667)

$        4,720

Net income (loss) per share—basic

$         (0.20)

$          0.01

$         (0.16)

$          0.41

Net income (loss) per share—diluted

$         (0.20)

$          0.01

$         (0.16)

$          0.39

Shares used in per share calculation—basic

10,197

10,987

10,449

11,585

Shares used in per share calculation—diluted

10,197

11,213

10,449

11,974

 

Travelzoo

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

 

September 30,
2026

December 31,
2025

Assets

Current assets:

Cash and cash equivalents

$            8,090

$          10,007

Accounts receivable, net

11,198

10,723

Prepaid income taxes

2,093

1,364

Prepaid expenses and other

1,958

1,302

Total current assets

23,339

23,396

Deposits and other

397

166

Deferred tax assets

4,964

4,202

Restricted cash

754

756

Operating lease right-of-use assets

4,737

4,047

Property and equipment, net

117

231

Intangible assets, net

1,450

1,450

Goodwill

10,944

10,944

Total assets

$          46,702

$          45,192

Liabilities and Equity

Current liabilities:

Accounts payable

$          10,468

$           7,761

Merchant payables

10,419

11,665

Accrued expenses and other

5,003

3,926

Deferred revenue

13,523

8,728

Income tax payable

27

279

Operating lease liabilities

2,197

1,811

Total current liabilities

41,637

34,170

Long-term tax liability

10,675

9,260

Long-term operating lease liabilities

4,151

4,184

Total liabilities

56,463

47,614

Common stock

100

109

Tax indemnification

(9,537)

(9,537)

Retained earnings (losses)

(151)

7,243

Accumulated other comprehensive loss

(5,368)

(5,331)

Total Travelzoo stockholders’ equity (deficit)

(14,956)

(7,516)

Non-controlling interest

5,195

5,094

Total stockholders’ equity (deficit)

(9,761)

(2,422)

Total liabilities and stockholders’ equity

$          46,702

$          45,192

 

Travelzoo

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

Three months ended

Nine months ended

September 30,

September 30,

2026

2025

2026

2025

Cash flows from operating activities:

Net income (loss)

$       (1,958)

$           179

$       (1,566)

$        4,921

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

Depreciation and amortization

44

57

153

239

Stock-based compensation

338

399

1,057

1,108

Deferred income tax

(219)

(1)

(972)

4

Net foreign currency effects

14

71

66

(224)

Provision of loss (net recoveries) on accounts receivable and refund reserve

(35)

(93)

(182)

30

Changes in operating assets and liabilities:

Accounts receivable

3,367

(988)

(490)

756

Prepaid income taxes

(271)

(154)

(846)

84

Prepaid expenses, deposits and other

(98)

(559)

(620)

(702)

Accounts payable

983

2,314

1,667

2,134

Merchant payables

(286)

(612)

(1,100)

(5,053)

Accrued expenses and other

(540)

(981)

1,193

859

Deferred revenue

783

643

4,881

2,363

Income tax payable

(44)

(576)

(165)

(2,583)

Other liabilities

(259)

(73)

927

273

Net cash (used) provided by operating activities

1,819

(374)

4,003

4,209

Cash flows from investing activities:

Purchases of property and equipment

(33)

(15)

(46)

(49)

Net cash used in investing activities

(33)

(15)

(46)

(49)

Cash flows from financing activities:

Repurchase of common stock

(530)

(1,545)

(5,735)

(12,964)

Exercise of stock options and taxes paid for net share settlement of equity awards

—

—

—

(104)

Net cash used in financing activities

(530)

(1,545)

(5,735)

(13,068)

Effect of exchange rate on cash, cash equivalents and restricted cash

(4)

(17)

(141)

415

Net increase (decrease) in cash, cash equivalents and restricted cash

1,252

(1,951)

(1,919)

(8,493)

Cash, cash equivalents and restricted cash at beginning of period

7,592

11,198

10,763

17,740

Cash, cash equivalents and restricted cash at end of period

$        8,844

$        9,247

$        8,844

$        9,247

 

Travelzoo

Segment Information from Continuing Operations

(Unaudited)

(In thousands)

 

Three months ended September 30, 2026

Travelzoo
North
America

Travelzoo
Europe

Jack’s
Flight Club

New
Initiatives

Consolidated

Revenues from unaffiliated customers

$     14,664

$       7,031

$       1,188

$            27

$        22,910

Intersegment revenues

137

(114)

(23)

—

—

Total net revenues

14,801

6,917

1,165

27

22,910

Sales and marketing expenses

9,069

5,097

438

—

14,604

Other expenses

7,108

3,035

693

30

10,866

Operating profit (loss)

(1,376)

(1,215)

34

(3)

(2,560)

Other income, net

166

Loss from operations before income taxes

(2,394)

Three months ended September 30, 2025

Travelzoo
North
America

Travelzoo
Europe

Jack’s
Flight Club

New
Initiatives

Consolidated

Revenues from unaffiliated customers

$     13,728

$       7,036

$       1,407

$            27

$        22,198

Intersegment revenues

503

(471)

(32)

—

—

Total net revenues

14,231

6,565

1,375

27

22,198

Sales and marketing expenses

6,998

4,549

651

—

12,198

Other expenses

6,105

2,655

704

48

9,512

Operating profit (loss)

1,128

(640)

20

(20)

488

Other loss, net

(64)

Income from operations before income taxes

424

Nine months ended September 30, 2026

Travelzoo
North
America

Travelzoo
Europe

Jack’s
Flight Club

New
Initiatives

Consolidated

Revenues from unaffiliated customers

$     45,539

$     20,991

$       3,800

$            61

$        70,391

Intersegment revenues

610

(561)

(49)

—

—

Total net revenues

46,149

20,430

3,751

61

70,391

Sales and marketing expenses

23,379

14,439

1,636

—

39,454

Other expenses

22,394

8,125

2,163

133

32,815

Operating profit (loss)

376

(2,134)

(48)

(72)

(1,878)

Other income, net

436

Loss from operations before income taxes

(1,442)

Nine months ended September 30, 2025

Travelzoo
North
America

Travelzoo
Europe

Jack’s
Flight Club

New
Initiatives

Consolidated

Revenues from unaffiliated customers

$     44,296

$     20,745

$       4,140

$            64

$        69,245

Intersegment revenues

1,196

(1,084)

(112)

—

—

Total net revenues

45,492

19,661

4,028

64

69,245

Sales and marketing expenses

19,400

13,101

1,877

—

34,378

Other expenses

18,551

7,856

1,963

145

28,515

Operating profit (loss)

7,541

(1,296)

188

(81)

6,352

Other income, net

727

Income from operations before income taxes 

7,079

 

Travelzoo

Reconciliation of GAAP to Non-GAAP Information

(Unaudited)

(In thousands, except per share amounts)

 

Three months ended

Nine months ended

September 30,

September 30,

2026

2025

2026

2025

GAAP operating expense

$      19,722

$      17,191

$      54,181

$      49,761

Non-GAAP adjustments:

Amortization of intangibles (A)

—

2

—

45

Stock option expenses (B)

338

399

1,057

1,108

Severance-related expenses (C)

150

167

165

395

Non-GAAP operating expense

19,234

16,623

52,959

48,213

GAAP operating income (loss)

(2,560)

488

(1,878)

6,352

Non-GAAP adjustments (A through C)

488

568

1,222

1,548

Non-GAAP operating income (loss)

(2,072)

1,056

(656)

7,900

Investor Relations:
ir@travelzoo.com 

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SOURCE Travelzoo

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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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