ichr-20250627

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 27, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __ to __

Commission File Number: 001-37961

_________________________________________________________________________________________________________________________

ICHOR HOLDINGS, LTD.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________________________________________________________________________


Cayman Islands						Not Applicable
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
3185 Laurelview Ct. Fremont, California						94538
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (510) 897-5200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.0001	ICHR	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non‑accelerated filer

Small reporting company

Emerging Growth Company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes o No x

As of July 29, 2025, the registrant had 34,327,355 ordinary shares, $0.0001 par value per share, outstanding.

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1
	Consolidated Balance Sheets	1
	Consolidated Statements of Operations	2
	Consolidated Statements of Shareholders' Equity	3
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 4.	CONTROLS AND PROCEDURES	25

PART II - OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	26
ITEM 1A.	RISK FACTORS	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	26
ITEM 4.	MINE SAFETY DISCLOSURES	26
ITEM 5.	OTHER INFORMATION	26
ITEM 6.	EXHIBITS	27

	SIGNATURES	28

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

ICHOR HOLDINGS, LTD.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	June 27, 2025		December 27, 2024
Assets
Current assets:
Cash and cash equivalents	$	92,224	$	108,669
Accounts receivable, net	80,821		86,619
Inventories	259,373		250,102
Prepaid expenses and other current assets	6,710		7,230
Total current assets	439,128		452,620
Property and equipment, net	108,907		94,867
Operating lease right-of-use assets	39,313		44,461
Other noncurrent assets	14,715		15,182
Deferred tax assets, net	3,043		4,316
Intangible assets, net	44,560		48,716
Goodwill	335,402		335,402
Total assets	$	985,068	$	995,564
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	90,581	$	91,719
Accrued liabilities	16,477		15,992
Other current liabilities	10,387		8,965
Current portion of long-term debt	7,500		7,500
Current portion of lease liabilities	11,478		11,494
Total current liabilities	136,423		135,670
Long-term debt, less current portion, net	117,505		121,023
Lease liabilities, less current portion	30,300		34,189
Deferred tax liabilities, net	1,555		1,555
Other non-current liabilities	5,138		4,791
Total liabilities	290,921		297,228
Shareholders’ equity:
Preferred shares ($0.0001 par value; 20,000,000 shares authorized; 0 shares issued and outstanding)	—		—
Ordinary shares ($0.0001 par value; 200,000,000 shares authorized; 34,243,283 and 33,859,542 shares outstanding, respectively; 38,680,722 and 38,296,981 shares issued, respectively)	3		3
Additional paid in capital	615,838		606,060
Treasury shares at cost (4,437,439 shares)	(91,578)		(91,578)
Retained earnings	169,884		183,851
Total shareholders’ equity	694,147		698,336
Total liabilities and shareholders’ equity	$	985,068	$	995,564

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Net sales	$	240,285	$	203,227	$	484,750	$	404,610
Cost of sales	213,083		177,670		429,026		356,059
Gross profit	27,202		25,557		55,724		48,551
Operating expenses:
Research and development	5,710		5,926		11,584		11,296
Selling, general, and administrative	24,254		19,807		45,996		39,026
Amortization of intangible assets	2,078		2,086		4,156		4,232
Total operating expenses	32,042		27,819		61,736		54,554
Operating loss	(4,840)		(2,262)		(6,012)		(6,003)
Interest expense, net	1,635		1,858		3,281		5,954
Other expense, net	193		50		274		289
Loss before income taxes	(6,668)		(4,170)		(9,567)		(12,246)
Income tax expense	2,740		942		4,400		1,855
Net loss	$	(9,408)	$	(5,112)	$	(13,967)	$	(14,101)
Net loss per share
Basic	$	(0.28)	$	(0.15)	$	(0.41)	$	(0.44)
Diluted	$	(0.28)	$	(0.15)	$	(0.41)	$	(0.44)
Shares used to compute Net loss per share:
Basic	34,179,382		33,548,071		34,088,873		31,779,521
Diluted	34,179,382		33,548,071		34,088,873		31,779,521

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

(unaudited)


For the three months ending June 27, 2025	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at March 28, 2025	34,113,204	$	3	$	612,644	4,437,439	$	(91,578)	$	179,292	$	700,361

Ordinary shares issued from exercise of stock options	—	—		—		—	—		—		—
Ordinary shares issued from vesting of restricted share units	130,079	—		(1,033)		—	—		—		(1,033)
Ordinary shares issued from employee share purchase plan	—	—		—		—	—		—		—
Share-based compensation expense	—	—		4,227		—	—		—		4,227
Net loss	—	—		—		—	—		(9,408)		(9,408)
Balance at June 27, 2025	34,243,283	$	3	$	615,838	4,437,439	$	(91,578)	$	169,884	$	694,147


For the six months ending June 27, 2025	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at December 27, 2024	33,859,542	$	3	$	606,060	4,437,439	$	(91,578)	$	183,851	$	698,336
Ordinary shares issued from exercise of stock options	137,080	—		3,404		—	—		—		3,404
Ordinary shares issued from vesting of restricted share units	207,597	—		(3,046)		—	—		—		(3,046)
Ordinary shares issued from employee share purchase plan	39,064	—		1,070		—	—		—		1,070
Share-based compensation expense	—	—		8,350		—	—		—		8,350
Net loss	—	—		—		—	—		(13,967)		(13,967)
Balance at June 27, 2025	34,243,283	$	3	$	615,838	4,437,439	$	(91,578)	$	169,884	$	694,147

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Shareholders’ Equity

(in thousands, except share amounts)

(unaudited)


For the three months ending June 28, 2024	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at March 29, 2024	33,467,846	$	3	$	593,125	4,437,439	$	(91,578)	$	195,682	$	697,232
Ordinary shares issued, net of transaction costs	—	—		—		—	—		—		—
Ordinary shares issued from exercise of stock options	31,381	—		747		—	—		—		747
Ordinary shares issued from vesting of restricted share units	130,104	—		(1,929)		—	—		—		(1,929)
Ordinary shares issued from employee share purchase plan	—	—		—		—	—		—		—
Share-based compensation expense	—	—		3,938		—	—		—		3,938
Net loss	—	—		—		—	—		(5,112)		(5,112)
Balance at June 28, 2024	33,629,331	$	3	$	595,881	4,437,439	$	(91,578)	$	190,570	$	694,876


For the six months ending June 28, 2024	Ordinary Shares			Additional Paid-In Capital		Treasury Shares			Retained Earnings		Total Shareholders' Equity
	Shares	Amount				Shares	Amount
Balance at December 29, 2023	29,435,398	$	3	$	451,581	4,437,439	$	(91,578)	$	204,671	$	564,677
Ordinary shares issued, net of transaction costs	3,833,334	—		136,738		—	—		—		136,738
Ordinary shares issued from exercise of stock options	142,331	—		3,500		—	—		—		3,500
Ordinary shares issued from vesting of restricted share units	182,215	—		(3,272)		—	—		—		(3,272)
Ordinary shares issued from employee share purchase plan	36,053	—		1,021		—	—		—		1,021
Share-based compensation expense	—	—		6,313		—	—		—		6,313
Net loss	—	—		—		—	—		(14,101)		(14,101)
Balance at June 28, 2024	33,629,331	$	3	$	595,881	4,437,439	$	(91,578)	$	190,570	$	694,876

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended
	June 27, 2025		June 28, 2024
Cash flows from operating activities:
Net loss	$	(13,967)	$	(14,101)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	16,057		15,679
Share-based compensation	8,350		6,313
Impairment of lease right-of-use assets	1,292		—
Deferred income taxes	1,273		45
Amortization of debt issuance costs	232		232



Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable, net	5,798		1,505
Inventories	(9,271)		14,410
Prepaid expenses and other assets	4,777		1,878
Accounts payable	(468)		(144)
Accrued liabilities	305		53
Other liabilities	(2,909)		(3,574)
Net cash provided by operating activities	11,469		22,296
Cash flows from investing activities:
Capital expenditures	(25,772)		(7,337)




Net cash used in investing activities	(25,772)		(7,337)
Cash flows from financing activities:
Issuance of ordinary shares, net of fees	—		136,738
Issuance of ordinary shares under share-based compensation plans	4,654		4,719
Employees' taxes paid upon vesting of restricted share units	(3,046)		(3,272)


Repayments on revolving credit facility	—		(115,000)

Repayments on term loan	(3,750)		(3,750)
Net cash provided by (used in) financing activities	(2,142)		19,435
Net increase (decrease) in cash	(16,445)		34,394
Cash at beginning of period	108,669		79,955
Cash at end of period	$	92,224	$	114,349
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	4,344	$	7,536
Cash paid during the period for taxes, net of refunds	$	1,299	$	1,452
Supplemental disclosures of non-cash activities:
Capital expenditures included in accounts payable	$	4,291	$	1,458
Right-of-use assets obtained in exchange for new operating lease liabilities	$	773	$	2,379

The accompanying notes are an integral part of these consolidated financial statements.

ICHOR HOLDINGS, LTD.

Notes to Consolidated Financial Statements

(dollar figures in tables in thousands, except per share amounts)

(unaudited)


Note 1 – Basis of Presentation and Selected Significant Accounting Policies

Basis of Presentation

These consolidated unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). All intercompany balances and transactions have been eliminated upon consolidation. All dollar figures presented in tables in the notes to the consolidated financial statements are in thousands, except per share amounts. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted as permitted by the U.S. Securities and Exchange Commission's rules and regulations for interim reporting. These consolidated financial statements should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10‑K for the year ended December 27, 2024.

Year End

We use a 52- or 53-week fiscal year ending on the last Friday in December. Our fiscal years ending December 26, 2025 and December 27, 2024 are each 52 weeks. References to 2025 and 2024 relate to the fiscal years then ended, respectively. The three-month periods ended June 27, 2025 and June 28, 2024 are each 13 weeks. References to the second quarter of 2025 and 2024 relate to the three-month periods then ended, respectively.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods presented. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from the estimates made by management. Significant estimates include inventory valuation, uncertain tax positions, valuation allowance on deferred tax assets, and impairment analysis for both definite‑lived intangible assets and goodwill.

Change in Accounting Estimate

On March 29, 2025, we changed our accounting estimate for the expected useful lives of Computer Numerical Control ("CNC") machinery. We evaluated our current asset base and reassessed the estimated useful lives of the CNC machinery in connection with our recent usage of older machinery, including considering the technological and physical obsolescence of such machinery. Based on this evaluation, we determined the expected useful life of the CNC machinery should be increased from seven to ten years to more closely reflect the estimated economic life of those assets. This change in estimate was applied prospectively effective for the second quarter of 2025 and resulted in a decrease to depreciation expense in cost of sales of $1.0 million for the second quarter of 2025. For the three and six months ended June 27, 2025, this change in estimate reduced Operating loss and Net loss by approximately $1.0 million and $1.0 million and Net loss per share by $0.02 and $0.03, respectively.

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits and financial instruments which are readily convertible into cash and have original maturities of 90 days or less at the time of acquisition.

Fair Value of Financial Instruments

The carrying values of our financial instruments, including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, and long-term debt, net of unamortized debt issuance costs, approximate fair value.

Revenue Recognition

We recognize revenue when control of promised goods or services is transferred to our customers in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This amount is recorded as net sales in our consolidated statements of operations.

Transaction price – In most of our contracts, prices are generally determined by a customer-issued purchase order and generally remain fixed over the duration of the contract. Certain contracts contain variable consideration, including early-payment discounts and rebates. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal will not occur. Variable consideration estimates are updated at each reporting date. Historically, we have not incurred significant costs to obtain a contract. All amounts billed to a customer relating to shipping and handling are classified as net sales, while all costs incurred by us for shipping and handling are classified as cost of sales.

Performance obligations – Substantially all of our performance obligations pertain to promised goods (“products”), which are primarily comprised of fluid delivery subsystems, weldments, and other components. Most of our contracts contain a single performance obligation and are generally completed within 12 months. Product sales are recognized at a point-in-time, upon "delivery," as such term is defined within the contract, which is generally at the time of shipment, as that is when control of the product has transferred. Products are covered by a standard assurance warranty, generally extended for a period of one to two years depending on the customer, which promises that delivered products conform to contract specifications. As such, we account for such warranties under Accounting Standards Codification ("ASC") Topic 460, Guarantees, and not as a separate performance obligation.

Contract balances – Accounts receivable represents our unconditional right to receive consideration from our customers. Accounts receivable are carried at invoice price less an estimate for doubtful accounts and estimated payment discounts. Payment terms vary by customer, but payment is generally due within 15 to 60 days of purchase. Historically, we have not experienced significant payment issues with our customers. We had no significant contract assets or liabilities on our consolidated balance sheets in any of the periods presented herein.

Accounting Pronouncements Recently Issued

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). This ASU is intended to enhance the transparency, decision usefulness, and effectiveness of income tax disclosures. The ASU requires a public entity to disclose a tabular tax rate reconciliation, using both percentages and currency, with specific categories. The ASU also requires a public entity to provide a qualitative description of the state and local income tax category and the net amount of income taxes paid, disaggregated by federal, state, and foreign taxes as well as by individual jurisdictions. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption and retrospective application are permitted. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires disaggregation of certain expense captions into specified natural expense categories in the disclosures within the notes to the financial statements. In addition, it requires disclosure of selling expenses and its definition. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The guidance can be applied either prospectively or retrospectively. We are currently evaluating the effect that the adoption of this ASU may have on our consolidated financial statements.


Note 2 – Inventories

Inventories consist of the following:


	June 27, 2025		December 27, 2024
Raw materials	$	200,954	$	197,975
Work in process	49,641		45,075
Finished goods	45,844		43,445
Excess and obsolete adjustment	(37,066)		(36,393)
Total inventories	$	259,373	$	250,102


Note 3 – Property and Equipment and Other Noncurrent Assets

Property and equipment consist of the following:


	June 27, 2025		December 27, 2024
Machinery	$	140,086	$	123,509
Leasehold improvements	47,901		48,487
Computer software, hardware, and equipment	9,093		8,707
Office furniture, fixtures, and equipment	1,598		1,593
Vehicles	393		395
Construction-in-process	18,965		12,612
	218,036		195,303
Less accumulated depreciation	(109,129)		(100,436)
Total property and equipment, net	$	108,907	$	94,867

Depreciation expense was $5.5 million and $5.3 million for the second quarter of 2025 and 2024, respectively.

Depreciation expense was $11.1 million and $10.4 million for the six months ended June 27, 2025 and June 28, 2024, respectively.

Cloud Computing Implementation Costs

We capitalize implementation costs associated with hosting arrangements that are service contracts. These costs are recorded to prepaid expenses or other noncurrent assets. To date, these costs have been those incurred to implement a new company-wide enterprise resource planning system. The balance of capitalized cloud computing implementation costs, net of accumulated amortization, was $13.3 million and $11.2 million as of June 27, 2025 and December 27, 2024, respectively, and is included in other noncurrent assets on our consolidated balance sheets. The related amortization expense, which is included in selling, general, and administrative expenses on our consolidated statements of operations, was $0.4 million and $0.3 million for the second quarter of 2025 and 2024, respectively, and $0.8 million and $0.5 million for the six months ended June 27, 2025 and June 28, 2024, respectively.


Note 4 – Intangible Assets

Definite‑lived intangible assets consist of the following:


	June 27, 2025
	Gross value		Accumulated amortization		Accumulated impairment charges		Carrying amount		Weighted average useful life
Customer relationships	$	73,142	$	(32,398)	$	—	$	40,744	9.9 years
Developed technology	11,047		(7,231)		—		3,816		10.0 years
Total intangible assets	$	84,189	$	(39,629)	$	—	$	44,560


	December 27, 2024
	Gross value		Accumulated amortization		Accumulated impairment charges		Carrying amount		Weighted average useful life
Customer relationships	$	73,142	$	(28,779)	$	—	$	44,363	9.9 years
Developed technology	11,047		(6,694)		—		4,353		10.0 years
Total intangible assets	$	84,189	$	(35,473)	$	—	$	48,716


Note 5 – Leases

Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. For purposes of calculating operating lease ROU assets and liabilities, we use the non-cancelable lease term plus options to extend that we are reasonably certain to take. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. Our leases generally do not provide an implicit rate. As such, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

We lease facilities under non-cancelable operating leases that expire at various dates from 2025 through 2037. In addition to base rental payments, we are generally responsible for our proportionate share of operating expenses, including facility maintenance, insurance, and property taxes. As these amounts are variable, they are not included in lease liabilities.

During the three and six months ended June 27, 2025, we recorded a $1.3 million non-cash impairment charge in connection with the abandonment of an ROU lease asset associated with the exit from our Scotland operations. The impairment of the ROU lease asset is included in selling, general, and administrative expenses within the accompanying consolidated statement of operations.

The components of lease expense are as follows:


	Three Months Ended				Six Months Ended
	June 27, 2025		June 28, 2024		June 27, 2025		June 28, 2024
Operating lease cost	$	2,885	$	2,492	$	5,630	$	4,984

Supplemental cash flow information related to leases is as follows:


	Six Months Ended
	June 27, 2025		June 28, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	5,762	$	4,851

Supplemental balance sheet information related to leases is as follows:


	June 27, 2025	December 27, 2024
Weighted-average remaining lease term of operating leases	5.8 years	6.1 years
Weighted-average discount rate of operating leases	4.9%	4.7%

Future minimum lease payments under non-cancelable leases are as follows as of June 27, 2025:


2025, remaining	$	5,727
2026	11,478
2027	10,519
2028	5,835
2029	3,229
Thereafter	12,269
Total future minimum lease payments	49,057
Less imputed interest	(7,279)
Total lease liabilities	$	41,778
Less current portion	$	(11,478)
Total lease liabilities, less current portion	$	30,300


Note 6 – Income Taxes

On July 4, 2025, a budget and reconciliation package referred to as the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA enacts significant changes to U.S. tax and related laws, including, among other things, expensing of domestic research expenses, increasing the limit of the interest expense deduction to thirty percent of EBITDA, and one hundred percent bonus depreciation on eligible property acquired after January 19, 2025. We are currently evaluating the impact the new tax law will have on our financial condition and results of operations. We do not anticipate a material change to our effective income tax rate or our net deferred federal income tax assets as a result of these changes. We expect the impact of the tax law changes from the OBBBA to be included in our financial statements beginning in the three months ending September 26, 2025.

Income tax information for the periods reported is as follows:


	Three Months Ended						Six Months Ended
	June 27, 2025			June 28, 2024			June 27, 2025			June 28, 2024
Income tax expense	$	2,740		$	942		$	4,400		$	1,855
Loss before income taxes	$	(6,668)		$	(4,170)		$	(9,567)		$	(12,246)
Effective income tax rate	(41.1)		%	(22.6)		%	(46.0)		%	(15.1)		%

Our effective tax rate for the three and six months ended June 27, 2025 differs from the statutory rate primarily due to taxes on foreign income that differs from the U.S. tax rate, including an accrual for the Organization for Economic Co-operation and Development's (“OECD”) Global Anti-Base Erosion Model Rules ("Pillar Two") taxes, the impact of stock option exercises, and the impact of a valuation allowance against U.S. deferred tax assets. Pillar Two taxes primarily impact our Singapore operations, wherein we were granted and currently participate in a tax holiday expiring in 2026.

The ending balance for the unrecognized tax benefits for uncertain tax positions was approximately $4.2 million as of June 27, 2025. The related interest was insignificant, and the related penalties were $0.7 million. The uncertain tax positions that are reasonably possible to decrease in the next twelve months are insignificant.

As of June 27, 2025, we were under examination by California tax authorities for fiscal years 2020-2022.


Note 7 – Employee Benefit Programs

401(k) Plan

We sponsor a 401(k) plan available to employees of our U.S.‑based subsidiaries. Participants may make salary deferral contributions not to exceed 50% of a participant’s annual compensation or the maximum amount otherwise allowed by law. Eligible employees receive a discretionary matching contribution equal to 50% of a participant’s deferral, up to an annual matching maximum of 4% of a participant’s annual compensation. Matching contributions were $0.7 million and $0.6 million for the second quarter of 2025 and 2024, respectively, and $1.5 million and $1.4 million for the six months ended June 27, 2025 and June 28, 2024, respectively.


Note 8 – Long-Term Debt

Long‑term debt consists of the following:


	June 27, 2025		December 27, 2024
Term loan	$	125,625	$	129,375
Revolving credit facility	—		—
Total principal amount of long-term debt	125,625		129,375
Less unamortized debt issuance costs	(620)		(852)
Total long-term debt, net	125,005		128,523
Less current portion	(7,500)		(7,500)
Total long-term debt, less current portion, net	$	117,505	$	121,023

SEC Form 10-Q filed by Ichor Holdings