ICHOR HOLDINGS, LTD.
For the period ended Jun 26, 2026. Filed Aug 4, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 26, 2026 · Filed Aug 4, 2026
ICHR$30.97+10.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-27; filed 2026-05-05.
0001652535-26-000031
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-26; filed 2026-08-04.
0001652535-26-000069
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 70 previous paragraphs and 73 current paragraphs.
45 unchanged; 18 reworded; 9 added; 6 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
During the second quarter of 2026, we completed an at-the-market public offering under which we issued approximately 2.5 million ordinary shares at an average price of $80.70 per share and received net proceeds of $195.4 million. We ended the quarter with cash and cash equivalents of $256.5 million.
Current report
The increase in gross margin from the six months ended June 27, 2025 to the six months ended June 26, 2026 was primarily due to decreased employee expenses incurred relative revenue growth (+130 bps), severance and restructuring charges in 2025 that did not repeat in 2026 (+60 bps), and increased factory overhead cost leverage from higher volumes (+40bps), partially offset by an unfavorable sales mix (-50 bps).
Current report
The increase in research and development expenses from the second quarter of 2025 to the second quarter of 2026 was primarily due to the increased consumption of R&D supplies of $2.0 million.
Current report
The increase in research and development expenses from the six months ended June 27, 2025 to the six months ended June 26, 2026 was primarily due to increased consumption of R&D supplies of $2.1 million and increased share based compensation of $0.5 million, partially offset by decreased employee costs of $0.7 million.
Current report
The decrease in amortization expense from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 was primarily due to certain intangible assets becoming fully amortized during the second quarter of 2026.
Current report
(2)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2026, the second quarter of 2025, the six months ended June 26, 2026, and the six months ended June 27, 2025 are: (i) other direct and incremental facility exit-related costs of $0.1 million, $0.6 million, $0.2 million, and $0.6 million, respectively; (ii) ROU asset impairment costs of $0.0 million, $1.3 million, $0.0 million, and $1.3 million, respectively; (iii) fixed asset charges of $0.0 million, $0.6 million, $0.0 million, and $0.6 million, respectively; and (iv) severance costs associated with affected employees of $0.0 million, $0.2 million, $0.0 million, and $0.8 million, respectively.
Current report
(4)Represents the income tax effect of the adjustments used to reconcile GAAP net income (loss) to non-GAAP net income. The tax effect is calculated by determining a non-GAAP annual effective tax rate in accordance with ASC 740-270, based primarily on forecasted annual non-GAAP pre-tax income or loss by jurisdiction and the applicable statutory tax rates in those jurisdictions (including the impact of applicable tax holidays and valuation allowances which may limit or eliminate the tax effect of certain adjustments), applying that rate to non-GAAP year-to-date consolidated pre-tax income or loss, and adjusting for discrete tax items. For the three months ended June 26, 2026 and June 27, 2025, and the six months ended June 26, 2026 and June 27, 2025, on a GAAP and non-GAAP basis the United States maintains a valuation allowance against its deferred tax assets and is the primary jurisdiction impacted by the non-GAAP adjustments. The tax effect of the non-GAAP adjustments is primarily driven by the forecasted mix of earnings in domestic and international jurisdictions.
Current report
Cash provided by (used in) operating activities during the six months ended June 26, 2026 and June 27, 2025 was $(18.8) million and $11.5 million, respectively. The decrease was primarily due to unfavorable changes in operating assets and liabilities of $42.9 million, partially offset by increased net income of $12.5 million. The changes in working capital and earnings primarily reflect increased production and sales activity in response to robust customer demand.
Current report
Cash provided by (used in) financing activities during the six months ended June 26, 2026 and June 27, 2025 was $191.8 million and $(2.1) million, respectively. The increase was primarily due to net proceeds of $195.4 million from our issuance of 2.5 million ordinary shares in June 2026 in connection with our ATM Program, partially offset by a decrease in net proceeds from share-based compensation activity of $2.1 million.
Removed paragraphs (6)
Previous report
The decrease in research and development expenses from the first quarter of 2025 to the first quarter of 2026 was primarily due to a decrease in employee-related expenses, partially offset by an increase in material and service costs from our new product development programs.
Previous report
(1)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the first quarter of 2025 is severance costs associated with affected employees of $0.3 million.
Previous report
(4)Adjusts GAAP income tax expense for the impact of our non-GAAP adjustments, which are presented on a gross basis.
Previous report
Our cash used in operating activities of $2.9 million for the first quarter of 2026 consisted of an increase in our net operating assets and liabilities of $12.7 million and a net loss of $2.5 million, partially offset by non-cash charges of $12.2 million, consisting primarily of depreciation and amortization of $7.7 million and share-based compensation expense of $3.8 million.
Previous report
The increase in our net operating assets and liabilities of $12.7 million during the first quarter of 2026 was primarily due to an increase in accounts receivable of $22.6 million and an increase in inventory of $20.5 million, partially offset by an increase in accounts payable of $27.4 million, and a decrease in prepaid expenses and other assets of $2.9 million. The decrease in cash provided by operating activities from the three months ended March 28, 2025 to the three months ended March 27, 2026 was primarily due to unfavorable changes in working capital of $23.7 million and a decrease in net non-cash charges of $0.3 million, partially offset by a decrease in net loss of $2.1 million.
Previous report
Cash provided by financing activities during the three months ended March 27, 2026 consisted of net proceeds from share-based compensation activity of $2.3 million, partially offset by net payments on our credit facilities of $1.6 million. The increase in cash provided by financing activities from the three months ended March 28, 2025 to the three months ended March 27, 2026 was primarily due to an increase in the net proceeds from share-based compensation activity of $0.4 million.
Reworded paragraphs (18)
Previous wording
The semiconductor capital equipment industry is inherently cyclical. Overall semiconductor equipment spending in 2025 increased compared to 2024 levels, and this momentum has continued into the first quarter of 2026, characterized by robust demand in our primary markets of etch and deposition. During the three months ended March 27, 2026, our net sales increased to $256.1 million, compared to $244.5 million for the same period in the prior year. This increase reflects sustained demand from our primary customers and served markets.
Current wording
Semiconductor equipment spending has continued to strengthen in 2026, characterized by robust demand in our primary markets of etch and deposition. During the second quarter of 2026, our net sales increased to $294.8 million, compared to $240.3 million for the same period in the prior year and $256.1 million for the first quarter of 2026, reflecting higher customer demand in support of expanded semiconductor manufacturing capacity and advanced process technologies.
Previous wording
To better align our global operations with evolving customer demand and drive operational efficiencies, we initiated a geographic footprint rationalization and restructuring plan in 2025. As part of this realignment, in 2025 we began transitioning certain manufacturing activities and relocating machining assets to our expanded high-volume facilities, which continued into the first quarter of 2026.
Current wording
To better align our global operations with evolving customer demand and drive operational efficiencies, we initiated a geographic footprint rationalization and restructuring plan in 2025. As part of this realignment, in 2025 we began transitioning certain manufacturing activities and relocating machining assets to our expanded high-volume facilities. We substantially completed this plan during the second quarter of 2026.
Previous wording
While macroeconomic, geopolitical, and regulatory challenges may persist in the near and intermediate term, we remain confident in our belief that long‑term demand for semiconductors, semiconductor capital equipment, and our products will continue to grow, driven by increasing requirements for expanded semiconductor manufacturing capacity and advanced process technologies.
Current wording
While macroeconomic, geopolitical, and regulatory risks continue to evolve, we remain confident that long-term demand for semiconductors, semiconductor capital equipment, and our products will continue to grow, driven by increasing requirements for expanded semiconductor manufacturing capacity and advanced process technologies.
Previous wording
Comparison of the Three Months Ended March 27, 2026 and March 28, 2025
Current wording
Comparison of the Three and Six Months Ended June 26, 2026 and June 27, 2025
Previous wording
The increase in net sales from the first quarter of 2025 to the first quarter of 2026 was primarily due to increased customer demand stemming from increased levels of spending within the semiconductor capital equipment industry in support of expanded semiconductor manufacturing capacity and advanced process technologies.
Current wording
The increase in net sales from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 was primarily due to increased customer demand stemming from increased levels of spending within the semiconductor capital equipment industry in support of expanded semiconductor manufacturing capacity and advanced process technologies.
Previous wording
The increase in gross margin from the first quarter of 2025 to the first quarter of 2026 was primarily due to severance charges of $1.1 million in the first quarter of 2025 that did not repeat in the first quarter of 2026 and increased factory utilization.
Current wording
The increase in gross margin from the second quarter of 2025 to the second quarter of 2026 was primarily due to decreased employee expenses incurred relative to revenue growth (+130 bps), severance and restructuring charges in the second quarter of 2025 that did not repeat in the second quarter of 2026 (+80 bps), and increased factory overhead cost leverage from higher volumes (+50bps).
Previous wording
The increase in selling, general, and administrative expenses from the first quarter of 2025 to the first quarter of 2026 was primarily due to increased employee-related expenses of $1.3 million and incremental restructuring and facility exit costs of $0.7 million, partially offset by decreased facility costs of $0.5 million, decreased severance costs of $0.4 million, and decreased outside service provider costs of $0.3 million.
Current wording
The increase in selling, general, and administrative expenses from the six months ended June 27, 2025 to the six months ended June 26, 2026 was primarily due to increased employee-related expenses of $1.7 million and incremental restructuring and facility exit costs of $0.8 million, partially offset by decreased fixed facility costs of $0.9 million, decreased severance costs of $0.6 million, and decreased outside service provider costs of $0.2 million.
Previous wording
Interest expense, net, remained substantially unchanged from the first quarter of 2025 to the first quarter of 2026 due to a decrease in our weighted average borrowings outstanding and a decrease in our weighted average borrowing rate, offset by lower interest income.
Current wording
Interest expense, net, remained substantially unchanged from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 due to a decrease in interest expense, from a decrease in our weighted average borrowings outstanding and a decrease in our weighted average borrowing rate, partially offset by a decrease in interest income from a lower average daily cash balance.
Previous wording
The reduction in our weighted average borrowings outstanding is due to the payment of our scheduled principal payments. The decrease in our weighted average borrowing rate was due to lower Secured Overnight Financing Rate ("SOFR") rates, the variable component of our borrowing rate (-74 bps), partially offset by higher applicable margin, the fixed component of our borrowing rate, under our third quarter 2025 credit agreement (+45 bps).
Current wording
The reduction in our weighted average borrowings outstanding is due to the payment of our scheduled principal payments. The decrease in our weighted average borrowing rate was due to lower Secured Overnight Financing Rate ("SOFR") rates, the variable component of our borrowing rate (-79 and -77 bps, respectively), partially offset by higher applicable margin, the fixed component of our borrowing rate, under our third quarter 2025 credit agreement (+63 and +54 bps, respectively).
Previous wording
The change in other expense, net from the first quarter of 2025 to the first quarter of 2026 was primarily due to currency exchange rate fluctuations during the quarter related to our local currency payables of our foreign operations.
Current wording
The increase in other expense, net from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 was primarily due to currency exchange rate fluctuations during the respective periods related to the local currency payables of our foreign operations.
Previous wording
The increase in income tax expense from the first quarter of 2025 to the first quarter of 2026 was primarily due to taxes on foreign income that differs from the U.S. tax rate, the ending of the Singapore tax holiday at the end of Q1 2026, and the impact of a valuation allowance against U.S. deferred tax assets, respectively.
Current wording
The increase in income tax expense from the three and six months ended June 27, 2025 to the three and six months ended June 26, 2026 was primarily due to the forecasted mix of earnings in domestic and international jurisdictions, taxes on foreign income that differs from the U.S. tax rate, the ending of the Singapore tax holiday at the end of the first quarter of 2026, and the impact of a valuation allowance against U.S. deferred tax assets.
Previous wording
Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view our results from management’s perspective. All non-GAAP adjustments are presented on a gross basis. Non-GAAP gross profit, operating income, and net income (loss) are defined as: gross profit, operating income (loss), or net income (loss), respectively, excluding (1) amortization of intangible assets, share-based compensation expense, and discrete or infrequent charges and gains that are outside of normal business operations, including transaction-related costs, contract and legal settlement gains and losses, facility shutdown costs, inventory impairment charges, and severance costs associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss), respectively; and (2) with respect to non-GAAP net income (loss), the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including deferred tax asset valuation allowance charges. All non-GAAP adjustments are presented on a gross basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments". Non-GAAP diluted earnings per share ("EPS") is defined as non-GAAP net income divided by weighted average diluted ordinary shares outstanding during the period. Non-GAAP gross margin and non-GAAP operating margin are defined as non-GAAP gross profit and non-GAAP operating income, respectively, divided by net sales.
Current wording
Management uses certain non-GAAP metrics to evaluate our operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing business trends and comparing performance to prior periods, along with enhancing investors’ ability to view our results from management’s perspective. All non-GAAP adjustments are presented on a gross basis. Non-GAAP gross profit, operating income, and net income (loss) are defined as: gross profit, operating income (loss), or net income (loss), respectively, excluding (1) amortization of intangible assets, share-based compensation expense, and discrete or infrequent charges and gains that are outside of normal business operations, including transaction-related costs, contract and legal settlement gains and losses, facility shutdown costs, and severance costs associated with reduction-in-force programs, to the extent they are present in gross profit, operating income (loss), and net income (loss), respectively; and (2) with respect to non-GAAP net income (loss), the tax impacts associated with these non-GAAP adjustments, as well as non-recurring discrete tax items, including deferred tax asset valuation allowance charges. All non-GAAP adjustments are presented on a gross basis; the related income tax effects, including current and deferred income tax expense, are included in the adjustment line under the heading "Tax adjustments related to non-GAAP adjustments". Non-GAAP diluted earnings per share ("EPS") is defined as non-GAAP net income divided by weighted average diluted ordinary shares outstanding during the period. Non-GAAP gross margin and non-GAAP operating margin are defined as non-GAAP gross profit and non-GAAP operating income, respectively, divided by net sales. Beginning in the second quarter of 2026, we revised the definition of non-GAAP financial measures to no longer exclude inventory impairment charges. Prior period non-GAAP financial measures have been recast to conform to the current definition.
Previous wording
(2)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the first quarter of 2026 and for the first quarter of 2025 are other direct and incremental facility exit-related costs of $0.1 million and severance costs associated with affected employees of $0.6 million, respectively.
Current wording
(1)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2025 and for the six months ended June 27, 2025 are severance costs associated with affected employees of $0.1 million and $0.4 million, respectively.
Previous wording
(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the first quarter of 2026 are: other direct and incremental restructuring related costs of $0.4 million and fixed asset charges of $0.1 million.
Current wording
(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the second quarter of 2026 and the six months ended June 26, 2026 are: (i) fixed asset charges of $1.3 million and $1.4 million respectively; (ii) ROU asset impairment costs of $0.9 million and $0.9 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.5 million and $0.9 million respectively.
Previous wording
(2)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the first quarter of 2026 and for the first quarter of 2025 are other direct and incremental facility exit-related costs of $0.1 million and severance costs associated with affected employees of $0.6 million, respectively.
Current wording
(2)Represents costs associated with the exit from our Scotland and Korea operations. Included in this amount for the second quarter of 2026, the second quarter of 2025, the six months ended June 26, 2026, and the six months ended June 27, 2025 are: (i) other direct and incremental facility exit-related costs of $0.1 million, $0.6 million, $0.2 million, and $0.6 million, respectively; (ii) ROU asset impairment costs of $0.0 million, $1.3 million, $0.0 million, and $1.3 million, respectively; (iii) fixed asset charges of $0.0 million, $0.6 million, $0.0 million, and $0.6 million, respectively; and (iv) severance costs associated with affected employees of $0.0 million, $0.2 million, $0.0 million, and $0.8 million, respectively.
Previous wording
(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the first quarter of 2026 are other direct and incremental restructuring related costs of $0.4 million and fixed asset charges of $0.1 million.
Current wording
(1)Represents the costs associated with our Consolidation Restructuring Plan. Included in this amount for the second quarter of 2026 and the six months ended June 26, 2026 are: (i) fixed asset charges of $1.3 million and $1.4 million respectively; (ii) ROU asset impairment costs of $0.9 million and $0.9 million, respectively; and (iii) other direct and incremental restructuring related costs of $0.5 million and $0.9 million respectively.
Previous wording
We ended the first quarter of 2026 with cash and cash equivalents of $89.1 million, a decrease of $9.2 million from the prior year ended December 26, 2025. The decrease of $9.2 million for the first quarter of 2026 was primarily due to capital expenditures of $7.1 million and cash used in operating activities of $2.9 million.
Current wording
We ended the second quarter of 2026 with cash and cash equivalents of $256.5 million, an increase of $158.2 million from the prior year ended December 26, 2025. The increase was primarily due to net proceeds of $195.4 million from our issuance of 2.5 million ordinary shares in June 2026 in connection with our ATM Program, partially offset by cash used in operating activities of $18.8 million and capital expenditures of $14.8 million.
Previous wording
Cash used in investing activities during the three months ended March 27, 2026 and March 28, 2025 consisted of capital expenditures.
Current wording
Cash used in investing activities during the six months ended June 26, 2026 and June 27, 2025 was $(14.8) million and $(25.8) million, respectively, and consists of capital expenditures for both periods. The decrease in cash used in investing activities from 2025 to 2026 was primarily due to reduced capital expenditures in Malaysia and Mexico, as planned capacity expansions approach completion.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The decrease in selling, general, and administrative expenses from the second quarter of 2025 to the second quarter of 2026 was primarily due to decreased fixed facility costs of $0.7 million, partially offset by increased employee-related expenses of $0.4 million and incremental restructuring and facility exit costs of $0.2 million.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Amortization expense remained substantially unchanged from the first quarter of 2025 to the first quarter of 2026.