10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

( Mark One)

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

For the quarterly period ended June 30, 2005

or

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 000-50646

Ultra Clean Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	61-1430858 (I.R.S. Employer Identification No.)
150 Independence Drive, Menlo Park, California (Address of principal executive offices)	94025-1136 (Zip Code)

(650) 323-4100
Registrant’s telephone number, including area code

     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 þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     Number of shares outstanding of the issuer’s common stock as of August 2, 2005: 16,429,856.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	Item 1. Financial Statements
	Item 2. Managements Discussion And Analysis of Financial Condition And Results Of Operations
	Item 3. Quantitative and Qualitative Disclosures About Market Risk
	Item 4. Controls and Procedures
PART II. OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in thousands, except share amounts)

	June 30,			December 31,
	2005			2004
ASSETS
Current assets:
Cash and cash equivalents	$	11,292		$	11,440
Accounts receivable		17,170			13,785
Inventory, net		13,503			15,133
Deferrred income taxes		2,340			2,340
Prepaid expenses and other		1,487			1,960
Total current assets		45,792			44,658
Equipment and leasehold improvements, net		4,934			5,392
Goodwill		6,617			6,617
Tradename		8,987			8,987
Deferred income taxes		1,768			1,768
Other non-current assets		326			276
Total assets	$	68,424		$	67,698
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Bank borrowings	$	2,326		$	—
Accounts payable		8,526			12,302
Accrued compensation and related benefits		1,000			1,546
Capital lease obligations, current portion		77			102
Other current liabilities		1,383			847
Total current liabilities		13,312			14,797
Capital lease obligations and other liabilities		386			426
Total liabilities		13,698			15,223
Commitments and contingencies (See note 7)		—			—
Stockholders’ equity:
Common stock — $0.001 par value, 90,000,000 authorized; 16,427,148 and 16,366,466 shares issued and outstanding, in 2005 and 2004, respectively		46,497			46,237
Deferred stock-based compensation		(466	)		(571	)
Retained earnings		8,695			6,809
Total stockholders’ equity		54,726			52,475
Total liabilities and stockholders’ equity	$	68,424		$	67,698

See notes to condensed consolidated financial statements.

1

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in thousands, except per share data)

	Three months ended June 30,					Six months ended June 30,
	2005		2004			2005		2004
Sales	$	39,289	$	54,508		$	81,214	$	95,345
Cost of goods sold		33,698		45,586			68,974		80,342
Gross profit		5,591		8,922			12,240		15,003
Operating expenses:
Research and development		749		661			1,436		1,213
Sales and marketing		864		941			1,758		1,645
General and administrative		2,807		2,099			6,118		3,575
Stock and other deferred compensation		53		52			105		656
Total operating expenses		4,473		3,753			9,417		7,089
Income from operations		1,118		5,169			2,823		7,914
Interest and other income (expense), net		28		(21	)		55		(411	)
Income before provision for income taxes		1,146		5,148			2,878		7,503
Income tax provision		454		2,059			992		3,001
Net income	$	692	$	3,089		$	1,886	$	4,502
Net income per share:
Basic	$	0.04	$	0.19		$	0.12	$	0.34
Diluted	$	0.04	$	0.18		$	0.11	$	0.32
Shares used in computing net income per share
Basic		16,217		16,046			16,203		13,078
Diluted		17,227		17,210			17,116		13,996

See notes to condensed consolidated financial statements.

2

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)

	Six months ended June 30,
	2005			2004
Cash flows from operating activities:
Net income	$	1,886		$	4,502
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		1,069			802
Loss on sale of equipment		30			—
Deferred income tax		—			(624	)
Tax benefit from stock-based compensation		33			—
Amortization of deferred compensation		105			656
Changes in assets and liabilities:
Accounts receivable		(3,385	)		(9,911	)
Inventory		1,630			(9,258	)
Prepaid expenses and other		473			(289	)
Other assets		(50	)		(14	)
Accounts payable		(3,776	)		9,916
Accrued compensation and related benefits		(546	)		1,197
Accrued expenses and other liabilities		478			781
Net cash used in operating activities		(2,053	)		(2,242	)
Cash flows from investing activities:
Purchases of equipment and leasehold improvements		(650	)		(867	)
Proceeds from sale of equipment and leasehold improvements		9			—
Net cash used in investing activites		(641	)		(867	)
Cash flows from financing activities:
Principal payments on capital lease obligations		(40	)		(62	)
Proceeds from bank borrowings		2,326			—
Principal payments on notes to related parties		—			(30,593	)
Proceeds from issuance of common stock		260			35,205
Net cash provided by financing activities		2,546			4,550
Net increase (decrease) in cash		(148	)		1,441
Cash at beginning of period		11,440			6,035
Cash at end of period	$	11,292		$	7,476
Supplemental cash flow information:
Income taxes paid	$	—		$	2,669
Interest paid	$	22		$	492
Noncash investing and financing activities:
Acquisition of equipment under capital lease	$	—		$	99
Restricted stock issued	$	—		$	438

See notes to condensed consolidated financial statements.

3

ULTRA CLEAN HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. Organization, Basis of Presentation and Significant Accounting Policies

     Organization — The Company is a developer and supplier of critical subsystems for the semiconductor capital equipment industry, producing primarily gas delivery systems along with other subsystems, including frame and top plate assemblies and process modules. The Company’s products improve efficiency and reduce the costs of our customers’ design and manufacturing processes. The Company’s customers are primarily original equipment manufacturers (“OEMs”) of semiconductor capital equipment.

     Basis of Presentation — The unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with generally accepted accounting principles in the United States of America. This financial information reflects all adjustments, which are, in the opinion of the Company, of a normal and recurring nature and necessary to present fairly the statements of financial position, results of operations and cash flows for the dates and periods presented. The Company’s December 31, 2004 balance sheet data was derived from audited financial statements as of that date. All significant intercompany transactions and balances have been eliminated.

     The presentation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. However, future events are subject to change and the best estimates and judgments routinely require adjustment. Actual amounts may differ from those estimates.

     The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2004 included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2005. The Company’s results of operations for the three and six months ended June 30, 2005 are not necessarily indicative of the results to be expected for any future periods.

     Concentration of Credit Risk — Financial instruments that subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. The Company sells its products to U.S.-based semiconductor capital equipment manufacturers. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral.

     The Company had significant sales to three customers, each accounting for 10% or more of sales: Applied Materials, Inc., Lam Research Corporation and Novellus Systems, Inc. As a group these three customers accounted for 90% of the Company’s sales for the three and six months ended June 30, 2005 and 93% of the Company’s sales for the three and six months ended June 30, 2004.

     Fiscal Year — Effective January 1, 2003, the Company adopted a 52-53 week fiscal year ending on the Friday nearest to December 31. For presentation purposes, the Company presents each fiscal period as if it ended on the last day of the month. However, the second quarter of the 2005 fiscal year actually

4

ended on July 1, 2005 using the 52-53 week fiscal year. All references to quarters refer to fiscal quarters.

     Comprehensive Income — In accordance with SFAS No. 130, Reporting Comprehensive Income, the Company reports by major components and as a single total, the change in its net assets during the period from non-owner sources. Comprehensive income for the three and six month periods ended June 30, 2005 and 2004, respectively, was the same as net income.

     Stock-Based Compensation — The Company accounts for its employee stock purchase plan and employee stock-based compensation plan in accordance with the provisions of Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees, and Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 44, Accounting for Certain Transactions Involving Stock Compensation. Accordingly, no compensation is recognized for purchase rights issued through the employee stock purchase plan or employee stock-based awards granted with exercise prices greater than or equal to the fair value of the underlying common stock at the date of grant. The Company complies with the disclosure provisions of FASB Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”.

     SFAS No. 123, Accounting for Stock-Based Compensation, requires the disclosure of pro forma net income as though the Company had adopted the fair value method since the inception of the Company. Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which differ significantly from the Company’s stock option awards. These models also require the use of subjective assumptions, including expected time to exercise, which greatly affect the calculated values.

     The Company amortizes deferred stock-based compensation on the straight-line method over the vesting periods of the stock options, generally four years. Had compensation expense been determined based on the fair value at the grant date for all employee awards, consistent with the provisions of SFAS No. 123, the Company’s pro forma net income and net income per share would have been as follows (in thousands, except per share data):

	Three months ended June 30						Six months ended June 30,
	2005			2004			2005			2004
Net income as reported	$	692		$	3,089		$	1,886		$	4,502
Add: stock-based employee compensation included in reported net income, net of tax		36			31			72			394
Less: total stock-based compensation determined under the fair value based method for all awards, net of tax		(187	)		(84	)		(219	)		(489	)
Pro forma net income	$	541		$	3,036		$	1,739		$	4,407
Basic net income per share:
As reported	$	0.04		$	0.19		$	0.12		$	0.34
Pro forma	$	0.03		$	0.19		$	0.11		$	0.34
Diluted net income per share:
As reported	$	0.04		$	0.18		$	0.11		$	0.32
Pro forma	$	0.03		$	0.18		$	0.10		$	0.31

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     These calculations were made using the Black-Scholes option pricing model for the three and six months ended June 30, 2005 and 2004. The weighted average estimated fair value of employee stock option grants for the three and six months ended June 30, 2005 was $3.53. The weighted average estimated fair value of employee stock option grants for the three and six months ended June 30, 2004 was $4.80 and $4.30, respectively. The following assumptions were used:

	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Expected dividend yield		0	%		0	%		0	%		0	%
Expected volatility		57.7	%		69.8	%		58.1	%		69.9	%
Risk-free interest rate		3.8	%		3.5	%		3.8	%		2.9	%
Expected life (in years)		5			5			5			5

     Under SFAS 123, pro forma compensation cost is calculated for the fair market value of the stock purchase rights granted under our Employee Stock Purchase Plan. For the three and six months ended June 30, 2005, the weighted average estimated fair value of employee purchase rights granted under the Employee Stock Purchase Plan was $1.98. The Company did not have an Employee Stock Purchase Plan in the comparable periods of the prior year. The following weighted average assumptions are included in the estimated grant date fair value calculations for rights to purchase stock under the Employee Stock Purchase Plan: (i) an expected dividend yield of 0%, (ii) an expected stock price volatility of 47.3%, (iii) a risk-free interest rate of 3.0% and (iv) an expected life of 0.5 years.

     The Company’s calculations are based on the single option valuation approach, and forfeitures are recognized as they occur.

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). SFAS 123(R) replaces SFAS No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. SFAS 123(R) requires companies to expense the fair value of employee stock options and similar awards, including purchases made under an Employee Stock Purchase Plan. For the Company, SFAS 123(R) will be effective on January 1, 2006. SFAS 123(R) applies to all outstanding and unvested share-based payment awards at adoption. The Company is currently evaluating the method of adoption and the impact of SFAS 123(R) on the Company’s financial position and results of operations. The Company is also evaluating the form of any stock based incentive compensation it may offer in the future.

     Product Warranty — The Company provides a warranty on its products for a period of up to two years, and provides for warranty costs at the time of sale based on historical activity. Changes in the warranty obligation during the period are as follows (in thousands):

	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Beginning Balance		107			91			127			88
Additions related to sales		169			53			177			35
Warranty costs incurred		(135	)		(32	)		(163	)		(11	)
Ending Balance		141			112			141			112

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2. Initial Public Offering

     On March 24, 2004, the Company entered into an agreement with respect to its initial public offering (“IPO”) to sell 6,000,000 shares of its common stock at a price to the public of $7.00 per share. After deducting the underwriting discount of $0.49 per share, the net proceeds to the Company were approximately $39.1 million. The Company received the proceeds during the second quarter of 2004. Of the net proceeds, approximately $31.1 million was used to redeem the Company’s outstanding Series A Senior Notes plus accrued interest.

     On April 21, 2004, as part of the Company’s IPO, FP-Ultra Clean, LLC, the Company’s controlling stockholder, sold 720,350 shares of the Company’s common stock in connection with the exercise by the underwriters of an over-allotment option. The Company did not receive any of the proceeds from the exercise of the over-allotment option.

     The Company’s expenses associated with the IPO totaled approximately $3.9 million, including a $2 million advisory fee paid to Francisco Partners, L.P., an affiliate of FP-Ultra Clean LLC, the Company’s controlling stockholder.

3. Inventory

     Inventory consisted of the following (in thousands):

	June 30,		December 31,
	2005		2004
Raw materials	$	10,145	$	9,659
Work in process		2,699		4,830
Finished goods		659		644
Total	$	13,503	$	15,133

4. Equipment and Leasehold Improvements, Net

     Equipment and leasehold improvements, net, consisted of the following (in thousands):

	June 30,			December 31,
	2005			2004
Computer equipment and software	$	1,789		$	1,648
Furniture and fixtures		308			294
Machinery and equipment		2,866			3,101
Leasehold improvements		3,833			3,613
Sub-total		8,796			8,656
Accumulated depreciation and amortization		(3,862	)		(3,264	)
Total	$	4,934		$	5,392

5. Notes Payable and Borrowing Arrangements

     Series A Senior Notes — The Company issued Series A Senior Notes in aggregate principal amounts of $24,130,000, $2,730,000 and $3,733,000 on November 15, 2002, November 26, 2002 and

7

December 2, 2002, respectively. These notes accrued interest at a rate of 5% per annum, were not redeemable by the holder and could be repaid, in whole or in part, with outstanding accrued interest at any time without penalty. All Series A Senior Notes were held by related parties and employees of the Company.

     Of the Series A Senior Notes issued on November 26, 2002, notes in an aggregate principle amount of $1,342,000 were issued to employees of the Company for $536,000 in cash and $806,000 in deferred compensation. The deferred compensation amount vested, in equal annual installments, over four years from the grant date. Compensation expense was recognized and the corresponding debt amounts were accreted on a straight line basis over four years from the grant date. In connection with the IPO, the balance of $580,000 in deferred compensation vested on March 24, 2004.

     As of April 2, 2004, the Company had redeemed all of the outstanding Series A Senior Notes plus accrued interest.

     Bank Line of Credit — In November 2004, the Company entered into a loan and security agreement providing for revolver loans of up to $20,000,000 (with a $5,000,000 sublimit for letters of credit). The loan and security agreement requires compliance with certain financial covenants. These covenants include a tangible net worth target and minimum profitability and liquidity ratios. The revolver loans bear interest, at the Company’s option, at a rate equal to 1.5% per annum plus LIBOR or the reference rate established from time to time by the lender. Interest on the revolving loans is payable monthly, and the revolving facility matures on September 30, 2005. At any time prior to the revolving maturity date, the Company may elect to convert up to $10,000,000 of outstanding revolving borrowings into a three year term loan with quarterly payments of principal and interest. The term loan will bear interest, at the Company’s option, at a rate equal to 1.75% per annum plus LIBOR or 0.25% plus the reference rate. Obligations under the agreement are secured by a lien on substantially all of the Company’s assets. The obligations will be guaranteed by the Company’s domestic subsidiaries, and such guarantees will be secured by a lien on substantially all of their assets.

     During the first quarter of fiscal year 2005, the Company entered into a loan and security agreement providing for revolver loans of up to $3,000,000 with a bank in China. The three revolver loans covered under the agreement are denominated in Chinese Yuan and are secured by a standby letter of credit issued under the Company’s credit facility described above. Interest on two of the loans is 5.3% per annum. Interest on the third loan is equal to .95% per annum plus LIBOR which totaled 4.5% per annum at June 30, 2005. Interest is payable quarterly and principal is payable within 12 months. As of June 30, 2005, the balance owing under the revolver loans was $2,326,000.

6. Net Income Per Share

     Basic net income per share excludes dilution and is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if outstanding securities or other contracts to issue common stock were exercised or converted into common stock.

     A summary of the Company’s net income per share for the three and six months ended June 30, 2005 and 2004 is as follows (in thousands, except per share amounts):

8

	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Net income	$	692		$	3,089		$	1,886		$	4,502
Shares used in computation — basic:
Weighted average common shares outstanding		16,398			16,310			16,384			13,319
Weighted average common shares outstanding subject to repurchase		(181	)		(264	)		(181	)		(241	)
Shares used in computing basic
Net income per share		16,217			16,046			16,203			13,078
Shares used in computation — diluted:
Weighted average common shares outstanding		16,217			16,046			16,203			13,078
Dilutive effect of common shares outstanding subject to repurchase		134			264			134			241
Dilutive effect of options outstanding		876			900			779			677
Shares used in computing diluted
Net income per share		17,227			17,210			17,116			13,996
Net income per share — basic	$	0.04		$	0.19		$	0.12		$	0.34
Net income per share — diluted	$	0.04		$	0.18		$	0.11		$	0.32

     The Company had securities outstanding which could potentially dilute basic earnings per share in the future, but the incremental shares from the assumed exercise of these securities were excluded in the computation of diluted net income per share, as their effect would have been anti-dilutive. Such outstanding securities consisted of the following (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2005		2004		2005		2004
Shares of common stock subject to repurchase		47		—		47		63
Outstanding options		453		58		928		266

7. Commitments and Contingencies

     At June 30, 2005, the Company had purchase commitments totaling $6,200,000 that primarily related to the purchase of inventory.

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Item 2. Managements Discussion And Analysis of Financial Condition And Results Of Operations

     The information set forth in this quarterly report on Form 10-Q contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. 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,” “believes,” “plans,” “expects,” “future,” “intends,” “may,” “will,” “should,” “estimates,” “predicts,” “potential,” “continue” and similar expressions to identify these forward-looking statements. Forward-looking statements contained in this quarterly report include, among others, statements made regarding (1) estimates made with respect to industry conditions, (2) our ability to fund future operations with cash flows from operations, existing cash balances and debt, (3) our expansion program in China (4) new product revenues, (5) our lease agreements and renewal options under those agreements, (6) customer and employee relationships, and (7) protection of our proprietary rights. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, you should not rely on forward-looking statements, as there are or will be important factors that could cause our actual results, as well as those of the markets we serve and operate in, levels of activity, performance, achievements and prospects to differ materially from the results predicted or implied by these forward-looking statements. These risks, uncertainties and other factors include, among others, those identified below in “Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ and “Risk Factors.” We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

Overview

     We are a developer and supplier of critical subsystems for the semiconductor capital equipment industry, producing primarily gas delivery systems along with other subsystems such as frame and top plate assemblies and process modules. Our products improve efficiency and reduce the costs of our customers’ design and manufacturing processes. Our customers are primarily original equipment manufacturers, or “OEMs”, of semiconductor capital equipment.

     Ultra Clean Holdings, Inc. was founded in November 2002 for the purpose of acquiring Ultra Clean Technology Systems and Service, Inc., which we refer to as our “predecessor.” Our predecessor was founded in 1991 by Mitsubishi Corporation and was operated as a subsidiary of Mitsubishi until November 2002. Following the acquisition of our predecessor, which we refer to as the Ultra Clean Acquisition, we were approximately 95% owned by FP-Ultra Clean, LLC, a wholly-owned subsidiary of Francisco Partners, L.P. FP-Ultra Clean, LLC now owns approximately 55% of our outstanding common stock. We conduct our operating activities primarily through Ultra Clean Technology Systems and Service, Inc. and Ultra Clean Technology (Shanghai) Co., LTD., our wholly-owned subsidiaries.

Financial Highlights

     We experienced sequential sales growth for three consecutive quarters from the fourth quarter of 2003 through the second quarter of 2004. In the third quarter of 2004, however, we started to experience a weakening in new orders and a rise in customer requests for cancellations and postponements of existing orders that has continued through the second quarter of 2005. This weakness was due to a general softening in demand throughout the semiconductor capital equipment industry and a downturn in our particular market sector. As a result, revenues and gross margins for the second quarter of 2005 declined in comparison with the first quarter of 2005. For the second quarter of 2005, sales were $39.3 million, a decrease of $2.6 million, or 6.2%, as compared with the first quarter of 2005. Gross profit also declined sequentially to $5.6 million, or 14.2% of sales from $6.6 million, or 15.9% of

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sales, in the first quarter of 2005. These declines were partially offset by cost controls focused on curtailing operating expenses instituted during the second quarter. As a result, operating expenses during the second quarter of 2005 decreased sequentially to $4.5 million from $4.9 million in the previous quarter. Net income of $0.7 million during the second quarter of 2005 reflects the decrease in gross margins we experienced during the quarter, partially offset by lower operating expenses.

Critical Accounting Policies, Significant Judgments and Estimates

     In December 2004, the FASB issued FASB Statement No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). SFAS 123(R) replaces FASB Statement No. 123, “Accounting for Stock-Based Compensation”, and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”. In our case, SFAS 123(R) will be effective on January 1, 2006. SFAS 123(R) requires companies to expense the fair value of employee stock options and similar awards, including purchases made under an Employee Stock Purchase Plan. SFAS 123(R) applies to all outstanding and unvested share-based payment awards at adoption. We are currently evaluating the method of adoption and the impact of SFAS 123(R) on our financial position and results of operations. We are also evaluating the form of any stock based incentive compensation we may offer in the future.

     Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosure at the date of our financial statements. Estimates and judgments are reviewed on an on-going basis, including those related to sales, inventories, intangible assets, stock compensation and income taxes. The estimates and judgments are based on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis of the judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. We consider certain accounting policies related to the Ultra Clean acquisition, revenue recognition, inventory valuation, accounting for income taxes, valuation of intangible assets and goodwill and equity incentives to employees to be critical policies due to the estimates and judgments involved in each. A further discussion can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on March 30, 2005.

Results of Operations

     For the periods indicated, the following table sets forth certain costs and expenses and other income items as a percentage of sales. The table and subsequent discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included elsewhere in our quarterly report.

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	Three months ended June 30,						Six months ended June 30,
	2005			2004			2005			2004
Sales		100	%		100	%		100	%		100	%
Cost of goods sold		85.8	%		83.6	%		84.9	%		84.3	%
Gross profit		14.2	%		16.4	%		15.1	%		15.7	%
Operating expenses:
Research and development		1.9	%		1.2	%		1.8	%		1.3	%
Sales and marketing		2.2	%		1.7	%		2.2	%		1.7	%
General and administrative		7.1	%		3.9	%		7.5	%		3.7	%
Stock and other deferred compensation		0.1	%		0.1	%		0.1	%		0.7	%
Total operating expenses		11.3	%		6.9	%		11.6	%		7.4	%
Income from operations		2.9	%		9.5	%		3.5	%		8.3	%
Interest and other income (expense), net		0.1	%		0.0	%		0.1	%		-0.4	%
Income before provision for income taxes		3.0	%		9.5	%		3.6	%		7.9	%
Income tax provision		1.2	%		3.8	%		1.2	%		3.1	%
Net income		1.8	%		5.7	%		2.4	%		4.8	%

Sales

     We generate revenue primarily from the sale of gas delivery systems. We also manufacture other subsystems such as frame and top plate assemblies and process modules. We began shipping frame and top plate assemblies in late 2004 and process modules in 2005. Sales in the second quarter of 2005 decreased 27.9% to $39.3 million from $54.5 million in the second quarter of 2004. The decline reflects the continued softness we have been experiencing in demand as customers continue to reduce or delay semiconductor equipment orders. The decline was tempered by sales of new products. New product sales included sales of process modules and frame and top plate assemblies, which accounted for $2.4 million of net sales in the second quarter of 2005. Revenues from our China subsidiary accounted for $1.4 million of net sales in the second quarter of 2005. Sales in the second quarter of 2005 also included approximately $179,000 for a bill and hold revenue transaction that was collected prior to the filing of the 10-Q. Sales for the six months ended June 30, 2005 decreased 14.8% to $81.2 million from $95.3 million in the six months ended June 30, 2004. The decrease reflects the general slowdown in the semiconductor equipment industry and our particular market sector, partially offset by $4.5 million in sales of new non-gas panel products sold in the six months ended June 30, 2005. We expect new product and China subsidiary sales to contribute a larger percentage of total net sales in future periods.

     Historically, a relatively small number of OEM customers have accounted for a significant portion of our sales. In the three and six months ended June 30, 2005 and 2004, respectively, we had three customers that each accounted for 10% or more of sales: Applied Materials, Inc., Lam Research Corporation and Novellus Systems, Inc. As a group these three customers accounted for 90% of our

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sales for the three and six months ended June 30, 2005 and 93% of our sales for the three and six months ended June 30, 2004. We expect a moderate decline in revenues in the third quarter of 2005.

Gross Profit

     Cost of goods sold consists primarily of purchased materials, labor and overhead, including depreciation associated with the design and manufacture of products sold. Gross profit for the second quarter of 2005 decreased to $5.6 million, or 14.2% of net sales, from $8.9 million, or 16.4% of net sales, in the second quarter of 2004. Gross profit for the six months ended June 30, 2005 decreased to $12.2 million, or 15.1% of net sales, from $15.0 million, or 15.7% of net sales, in the six months ended June 30, 2004. The decrease was due primarily to lower factory absorption start-up costs at our China facility and, to a lesser extent, an unfavorable product mix. We expect continued pricing pressure from our customers and we expect to continue to realize component price improvements from our suppliers. We expect the impact of these changes generally to offset each other. Further, the projected soft demand and the resulting lower overhead absorption will likely negatively impact gross margins in the third quarter of 2005.

Research and Development Expense

     Research and development expense consists primarily of activities related to new component testing and evaluation, test equipment and fixture development, product design, and other product development activities. Research and development expense for both the second quarter of 2005 and 2004 was approximately $0.7 million. As a percentage of sales, research and development expense increased to 1.9% of net sales in the second quarter of 2005 from 1.2% of net sales in the second quarter of 2004 due primarily to a higher revenue base in the comparable prior year period. Research and development expense increased to $1.4 million, or 1.8% of net sales, for the six months ended June 30, 2005 from $1.2 million, or 1.3% of net sales, for the six months ended June 30, 2004. This increase was primarily due to increased research and development spending related to product design and other product development activities for our new sub-assembly business.

Sales and Marketing Expense

     Sales and marketing expense consists primarily of salaries and commissions paid to our sales and service employees, salaries paid to our engineers who work with the sales and service employees to help determine the components and configuration requirements for new products and other costs related to the sales of our products. Sales and marketing expense for both the second quarter of 2005 and 2004 was approximately $0.9 million. As a percentage of sales, sales and marketing expense increased to 2.2% of net sales in the second quarter of 2005 from 1.7% of net sales in the second quarter of 2004 due primarily to a higher revenue base in the comparable prior year period. Sales and marketing expense increased to $1.8 million, or 2.2% of net sales, for the six months ended June 30, 2005 from $1.6 million, or 1.7% of net sales, for the six months ended June 30, 2004. The increase was primarily attributable costs associated with new product evaluation units sent to customers.

General and Administrative Expense

     General and administrative expense consists primarily of salaries paid to, and the overhead associated with our administrative staff and professional fees. General and administrative expense for the second quarter of 2005 increased $0.7 million to $2.8 million, or 7.1% of net sales, from $2.1 million, or 3.9% of net sales, for the second quarter of 2004. The increase was primarily attributable to the addition of 13 general and administrative personnel for our facility in China, increased salary levels for employees and costs associated with a reduction in force that were fully paid out during the current

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quarter. General and administrative expense for the six months ended June 30, 2005 increased $2.5 million to $6.1 million, or 7.5% of net sales, from $3.6 million, or 3.7% of net sales, for the second quarter of 2004. The increase was due to the addition of personnel in China as discussed above, accounting and consulting costs relating to Sarbanes-Oxley 404 compliance and severance costs associated with the departure of our former Chief Financial Officer.

Stock and Other Deferred Compensation

     Stock and other deferred compensation expense for the second quarter of 2005 remained flat at $0.1 million compared with the second quarter of 2004. Stock and other deferred compensation expense for the six months ended June 30, 2005 declined to $0.1 million from $0.7 million in the six months ended June 30, 2004. This decrease was primarily attributable to the absence of stock charges relating to the vesting of our Series A Senior Notes following our IPO.

Interest and Other Income (Expense), net

     The increase in interest and other income (expense), net for the second quarter of 2005 and six months ended June 30, 2005 over the comparable prior periods is attributable to a decline in interest expense as a result of the retirement of all of our outstanding Series A Senior Notes in 2004.

Income Tax Provision

     Our effective tax rate for the second quarter and first six months of fiscal 2005 was 39.6% and 34.5%, respectively. The effective tax rate for the second quarter and first six months of 2004 was 40.0%. The decreased rate in 2005 reflects the inclusion of tax credits in our provision for the extraterritorial income exclusion and the manufacturers’ tax deduction for qualified production activities.

Liquidity and Capital Resources

     As of June 30, 2005, we had cash of $11.3 million as compared to $11.4 million as of December 31, 2004.

     Net cash used in operating activities for the six months ended June 30, 2005 decreased $0.2 million from the comparable period in fiscal 2004 to $2.0 million. Cash flows benefited by $10.9 million from lower inventory purchases and $6.5 million from lower working capital needs in accounts receivable. Cash flows were negatively impacted by $13.7 million in accounts payable and $1.7 million in accrued compensation and benefits as a result of lower working capital requirements.

     Net cash used in investing activities for the six months ended June 30, 2005 decreased $0.3 million to $0.6 million from $0.9 million in the comparable period of fiscal 2004. The decrease was primarily due to lower equipment and software purchases at our US locations, partially offset by purchases of equipment at our new facility in China.

     Net cash generated by financing activities for the six months ended June 30, 2005 decreased $2.1 million to $2.5 million from $4.6 million in the comparable period of fiscal 2004. We generated cash of $2.3 million during first six months of fiscal 2005 primarily through bank borrowings, which were used to fund start-up costs at our new facility in China. Net cash generated during the first six months of fiscal 2004 included the net proceeds from our IPO.

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     During the first quarter of 2005, we entered into a loan and security agreement providing for revolver loans of up to $3.0 million with a bank in China. The three revolver loans covered under the agreement are denominated in Chinese Yuan and are secured by a standby letter of credit issued under our credit facility described above. Interest on two of the loans is 5.3% per annum while interest on the third loan is equal to .95% per annum plus LIBOR which totaled 4.5% per annum at June 30, 2005. Interest is payable quarterly and principal is payable within 12 months. As of June 30, 2005, the balance owing under the revolver loans was $2.3 million.

     We anticipate that we will continue to finance our operations with cash flows from operations, existing cash balances and a combination of long-term debt and/or lease financing and additional sales of equity securities. The combination and sources of capital will be determined by management based on our then current needs and prevailing market conditions. Although cash requirements will fluctuate based on the timing and extent of many factors, management believes that cash generated from operations, together with the liquidity provided by existing cash balances and borrowing capability, will be sufficient to satisfy our liquidity requirements for the next 12 months.

Contractual Obligations and Contingent Liabilities and Commitments

     Other than operating leases for certain equipment and real estate, we have no significant off-balance sheet transactions, unconditional purchase obligations or similar instruments and, other than with respect to the revolving credit facility described above, are not a guarantor of any other entities’ debt or other financial obligations. The following table presents a summary of our future minimum lease payments:

	Capital		Operating
Fiscal Year Ending December 31,	Leases		Leases*
	(in thousands)
Remaining portion of 2005	$	44	$	614
2006		79		794
2007		55		398
2008		24		149
2009		4		72
Thereafter		—		—
Total	$	206	$	2,027

* Operating lease expense reflects the fact that (1) the lease for our headquarters facility in Menlo Park, California expired on July 31, 2005. We are currently on a month-to-month arrangement which may not be terminated by our landlord upon less than nine months prior written notice, (2) the lease for one of our manufacturing facilities in Austin, Texas expired on August 1, 2005 and is on month-to-month terms, (3) the lease for a second manufacturing facility in Austin, Texas expires on September 30, 2005 and (4) the lease for our manufacturing facility in Portland, Oregon expires on November 7, 2007. We expect to continue exercising our month-to-month options on our Menlo Park lease and to renew our other leases prior to expiration or lease other facilities. We have an option to renew our lease in Portland and one of the leases on our Austin facility for an additional five years, both of which we expect to exercise. Operating lease expense set forth above will increase upon renewal of these leases.

At June 30, 2005, we had purchase commitments totaling $8.4 million that primarily related to the purchase of inventory.

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Risk Factors

The highly cyclical nature of the semiconductor industry and general economic slowdowns could harm our operating results.

     Our business and operating results depend in significant part upon capital expenditures by manufacturers of semiconductors, which in turn depend upon the current and anticipated market demand for semiconductors. Historically, the semiconductor industry has been highly cyclical, with recurring periods of over-supply of semiconductor products that have had a severe negative effect on the demand for capital equipment used to manufacture semiconductors. We have experienced significant fluctuations in customer orders for our products. Our sales were $184.2 million in 2004, $77.5 million in 2003, and $84.3 million in 2002. Beginning in the third quarter of 2004, however, we started to experience a weakening in new orders and customer requests for cancellations and postponements of existing orders that is likely to continue into at least the latter half of 2005. Historically, semiconductor industry slowdowns have had, and future slowdowns may have, a material adverse effect on our operating results.

     In addition, the uncertainty regarding the growth rate of economies throughout the world has caused companies to reduce capital investment and may cause further reduction of such investments. These reductions have been particularly severe in the semiconductor capital equipment industry. A potential rebound in the worldwide economy in the near future will not necessarily mean that our business will experience similar effects. Moreover, if the worldwide economy does not rebound in the near future, our business may be further harmed.

Our quarterly revenue and operating results fluctuate significantly from period to period and this may cause volatility in our common stock price.

     Our quarterly revenue and operating results have fluctuated significantly in the past and we expect them to continue to fluctuate in the future for a variety of reasons, including:

• demand for and market acceptance of our products as a result of the cyclical nature of the semiconductor industry or otherwise, often resulting in reduced sales during industry downturns and increased sales during periods of industry recovery;

• changes in the timing and size of orders by our customers;

• cancellations and postponements of previously placed orders;

• pricing pressure from either our competitors or our customers, resulting in the reduction of our product prices;

• disruptions or delays in the manufacturing of our products or in the supply of components or raw materials that are incorporated into or used to manufacture our products, thereby causing us to delay the shipment of products;

• changes in design-to-delivery cycle times;

• inability to quickly reduce our costs in response to decreased demand for our products, as our costs are relatively fixed in the short-term;

• changes in our mix of products sold;

• write-offs of excess or obsolete inventory; and

• announcements by our competitors of new products, services or technological innovations, which may, among other things, render our products less competitive.

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     As a result of the foregoing, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful, and that these comparisons may not be an accurate indicator of our future performance. Changes in the timing or terms of a small number of transactions could disproportionately affect our operating results in any particular quarter. Moreover, our operating results in one or more future quarters may fail to meet the expectations of securities analysts or investors. If this occurs, we would expect to experience an immediate and significant decline in the trading price of our common stock.

We rely on a small number of customers for a significant portion of our sales, and any impairment of our relationships with these customers would adversely affect our business.

     A relatively small number of OEM customers have historically accounted for a significant portion of our sales, and we expect this trend to continue. Applied Materials, Inc., Lam Research Corporation and Novellus Systems, Inc. as a group accounted for 93% of our sales in 2004, 92% of our sales in 2003 and 98% of our sales in 2002. Because of the small number of OEMs in our industry, most of whom are already our customers, it would be difficult to replace lost revenue resulting from the loss of, or the reduction, cancellation or delay in purchase orders by, any one of these customers. Consolidation among our customers or a decision by any one or more of our customers to outsource all manufacturing and assembly work to a single equipment manufacturer may further concentrate our business in a limited number of customers and expose us to increased risks relating to dependence on a small number of customers. In addition, any significant pricing pressure exerted by a key customer could adversely affect our operating results.

     We have had to qualify, and are required to maintain our status, as a supplier for each of our customers. This is a lengthy process that involves the inspection and approval by a customer of our engineering, documentation, manufacturing and quality control procedures before that customer will place volume orders. Attempts to lessen the adverse effect of any loss of or reduction in sales to an existing customer through the rapid addition of one or more new customers would be difficult because of these qualification requirements. Consequently, our business, operating results and financial condition would be adversely affected by the loss of, or any reduction in orders by, any of our significant customers.

Because we are subject to order and shipment uncertainties, any significant reductions, cancellations or delays in customer orders could cause our revenue to decline and our operating results to suffer.

     Our revenue is difficult to forecast because we generally do not have a material backlog of unfilled orders and because of the short time frame within which we are often required to design, produce and deliver products to our customers. Most of our revenue in any quarter depends on customer orders for our products that we receive and fulfill in the same quarter. We do not have long-term purchase orders or contracts that contain minimum purchase commitments from our customers. Instead, we receive non-binding forecasts of the future volume of orders from our customers. At times, we order and build component inventory in advance of the receipt of actual customer orders. Customers may cancel order forecasts, change production quantities from forecasted volumes or delay production for reasons beyond our control. Furthermore, reductions, cancellations or delays in customer order forecasts occur without penalty to or compensation from the customer. Reductions, cancellations or delays in forecasted orders could cause us to hold inventory for longer than anticipated, which could reduce our gross profit, restrict our ability to fund our operations and cause us to incur unanticipated reductions or delays in revenue. If we do not obtain orders as we anticipate, we could have excess component inventory for a specific product that we would not be able to sell to another customer, likely resulting in inventory write-offs, which could have a material adverse affect on our business, financial condition and operating results. In

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addition, because many of our costs are fixed in the short-term, we could experience deterioration in our gross profit when our production volumes decline.

The manufacturing of our products is highly complex, and if we are not able to effectively manage our manufacturing and procurement process, our business and operating results would suffer.

     The manufacturing of our products is a highly complex process that involves the integration of multiple components and requires effective management of our supply chain while meeting our customers’ design-to-delivery cycle time requirements. Through the course of the manufacturing process, our customers may modify design and system configurations in response to changes in their own customers’ requirements. In order to rapidly respond to these modifications and deliver our products to our customers in a timely manner, we must effectively manage our manufacturing and procurement process. If we fail to effectively manage this process, we risk losing customers and damaging our reputation. In addition, if we acquire inventory in excess of demand or that does not meet customer specifications, we would incur excess or obsolete inventory costs. As a result, this could limit our growth and have a material adverse effect on our business, financial condition and operating results.

OEMs may not continue to outsource subsystem manufacturing for their capital equipment which would adversely impact our operating results.

     The success of our business depends on OEMs continuing to outsource the manufacturing of gas delivery systems for their semiconductor capital equipment. Most of the largest OEMs have already outsourced a significant portion of their gas delivery systems. If OEMs do not continue to outsource gas delivery systems for their capital equipment, our revenue would be significantly reduced, which would have a material adverse affect on our business, financial condition and operating results. In addition, if we are unable to obtain additional business from OEMs even if they continue to outsource their production of gas delivery systems, our business, financial condition and operating results could be adversely affected.

We may experience difficulties and incur significant costs as a result of evaluating or completing acquisitions of companies, assets, businesses or technologies, and the anticipated benefits of any such completed acquisitions may never be realized.

     We frequently evaluate acquisitions of, or significant investments in, complementary companies, assets, businesses or technologies. Even if an acquisition or other investment is not completed, we may incur significant costs in evaluating such acquisition or investment, which could have an adverse effect on our results of operations. Any future acquisitions would be accompanied by risks such as:

• difficulties in assimilating the operations and personnel of acquired companies or businesses;

• difficulties in integrating information systems of acquired companies or businesses;

• diversion of management’s attention from ongoing business concerns;

• potential inability to maximize our financial and strategic position through the successful incorporation of acquired technology into our products;

• additional expense associated with amortization of depreciation of acquired assets;

• maintenance of uniform standards, controls, procedures and policies;

• impairment of existing relationships with employees, suppliers and customers as a result of the integration of new personnel;

• dilution to our stockholders in the event we issue stock as consideration to finance an acquisition; and

• increased leverage if we incur debt to finance an acquisition.

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We may not be able to successfully integrate any business, products, technologies or personnel that we might acquire in the future, and our failure to do so could have a material adverse effect on our business, financial condition and operating results.

We have recently established operations in China, which exposes us to new risks associated with operating in a foreign country.

     We are exposed to political, economic, legal and other risks associated with operating in China, including:

• foreign currency exchange fluctuations;

• political, civil and economic instability;

• tariffs and other barriers;

• timing and availability of export licenses;

• disruptions to our and our customers’ operations due to the outbreak of communicable diseases, such as SARS;

• disruptions in operations due to the weakness of China’s domestic infrastructure, including transportation and energy;

• difficulties in attracting new international customers;

• difficulties in accounts receivable collections;

• difficulties in staffing and managing a distant international subsidiary and branch operations;

• the burden of complying with foreign and international laws and treaties; and

• potentially adverse tax consequences.

     In addition, while over the past several years, the Chinese government has pursued economic reform policies including the encouragement of private economic activity and greater economic decentralization, due to efforts to control the pace of growth or for other reasons, the Chinese government may not continue to pursue these policies or may significantly alter them to our detriment from time to time without notice. Changes in these policies by the Chinese government resulting in changes in laws, regulations, or their interpretation, the imposition of confiscatory taxation, restrictions on currency conversion or imports and sources of supply could materially and aversely affect our Chinese operations, which could result in a total loss of our investment in that country and materially and adversely affect our future operating results.

We have experienced significant growth in our business in recent periods, and we may not be able to manage our future growth successfully.

     Our ability to successfully execute our business plan in a rapidly evolving market requires an effective planning and management process. We have increased, and plan to continue to increase, the scope of our operations. Due to the cyclical nature of the semiconductor industry, however, future growth is difficult to predict. Our expansion efforts could be expensive and may strain our managerial and other resources. To manage future growth effectively, we must maintain and enhance our financial and operating systems and controls and manage expanded operations. Although we occasionally experience reductions in force, over time the number of people we employ has generally grown and we expect this number to continue to grow when our operations expand. The addition and training of new employees may lead to short-term quality control problems and place increased demands on our management and experienced personnel. If we do not manage growth properly, our business, operating results and financial condition could be adversely affected.

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Our business is largely dependent on the know-how of our employees, and we generally do not have a protected intellectual property position.

     Our business is largely dependent upon our design, engineering, manufacturing and testing know-how. We rely on a combination of trade secrets and contractual confidentiality provisions, and to a much lesser extent, patents, copyrights and trademarks, to protect our proprietary rights. Accordingly, our intellectual property position is more vulnerable than it otherwise would be if it were protected by issued patents. If we fail to successfully protect our proprietary rights, our competitive position could suffer, which could harm our operating results. We may be required to spend significant resources to monitor and protect our proprietary rights. In addition, we may not be able to detect infringement of our proprietary rights and may lose our competitive position in the market if any such infringement occurs. In addition, competitors may design around our technology or develop competing technologies and know-how.

Third parties may claim we are infringing their intellectual property which could subject us to litigation or licensing expenses, and we may be prevented from selling our products if any such claims prove successful.

     We may from time to time become subject to claims by third parties that we are infringing their intellectual property rights. In addition, we may be unaware of intellectual property rights of others that may be applicable to our products. Any litigation regarding patents or other intellectual property could be costly and time-consuming and divert our management and key personnel from our business operations, any of which could have a material and adverse effect on our business and results of operations. The complexity of the technology involved in our products and the uncertainty of intellectual property litigation increase these risks. Claims of intellectual property infringement may also require us to enter into costly license agreements. However, we may not be able to obtain licenses on terms acceptable to us, or at all. We also may be subject to significant damages or injunctions against the development and sale of certain of our products if any such claims prove successful.

If we do not keep pace with developments in the semiconductor industry and with technological innovation generally, our products may not be competitive.

     Rapid technological innovation in semiconductor manufacturing processes requires the semiconductor capital equipment industry to anticipate and respond quickly to evolving customer requirements and could render our current product offerings and technology obsolete. Technological innovations are inherently complex. We must devote resources to technology development in order to keep pace with the rapidly evolving technologies used in the semiconductor manufacturing process. We believe that our future success will depend upon our ability to design, engineer and manufacture products that meet the changing needs of our customers. This requires that we successfully anticipate and respond to technological changes in design, engineering and manufacturing processes in a cost-effective and timely manner. If we are unable to integrate new technical specifications into competitive product designs, develop the technical capabilities necessary to manufacture new products or make necessary modifications or enhancements to existing products, our business prospects could be harmed.

     The timely development of new or enhanced products is a complex and uncertain process which requires that we:

• design innovative and performance-enhancing features that differentiate our products from those of our competitors;

• identify emerging technological trends in the semiconductor industry, including new standards for our products;

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• accurately identify and design new products to meet market needs;

• collaborate with OEMs to design and develop products on a timely and cost-effective basis;

• successfully manage development production cycles; and

• respond effectively to technological changes or product announcements by others.

The industry in which we participate is highly competitive and rapidly evolving, and if we are unable to compete effectively, our operating results would be harmed.

     Our industry is highly competitive and rapidly evolving. Our competitors are primarily companies that design and manufacture gas delivery systems for semiconductor capital equipment. Although we have not faced competition in the past from the largest subsystem and component manufacturers in the semiconductor capital equipment industry, these suppliers could compete with us in the future. Increased competition has in the past resulted, and could in the future result, in price reductions, reduced gross margins or loss of market share, any of which would harm our operating results. Pricing pressure is always present, as we attempt to increase market share with our existing customers. Competitors may introduce new products for the markets currently served by our products. These products may have better performance, lower prices and achieve broader market acceptance than our products. Further, OEMs typically own the design rights to their products and may provide these designs to subsystem manufacturers. If our competitors obtain proprietary rights to these designs such that we are unable to obtain the designs necessary to manufacture products for our OEM customers, our business, financial condition and operating results could be adversely affected.

     Our competitors may have greater financial, technical, manufacturing and marketing resources than we do. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, devote greater resources to the development, promotion, sale and support of their products, and reduce prices to increase market share. Moreover, there may be merger and acquisition activity among our competitors and potential competitors that may provide our competitors and potential competitors with an advantage over us by enabling them to expand their product offerings and service capabilities to meet a broader range of customer needs. Further, if one of our customers develops or acquires the internal capability to develop and produce gas delivery systems, the loss of that customer could have a material adverse effect on our business, financial condition and operating results. The introduction of new technologies and new market entrants may also increase competitive pressures.

We must achieve design wins to retain our existing customers and to obtain new customers.

     New semiconductor capital equipment typically has a lifespan of several years, and OEMs frequently specify which systems, subassemblies, components and instruments are to be used in their equipment. Once a specific system, subassembly, component or instrument is incorporated into a piece of semiconductor capital equipment, it will likely continue to be incorporated into that piece of equipment for a period of at least several months before the OEM switches to the product of another supplier. Accordingly, it is important that our products are designed into the new semiconductor capital equipment of OEMs, which we refer to as a design win, in order to retain our competitive position with existing customers and to obtain new customers.

     We incur technology development and sales expenses with no assurance that our products will ultimately be designed into an OEM’s semiconductor capital equipment. Further, developing new customer relationships, as well as increasing our market share at existing customers, requires a substantial investment of our sales, engineering and management resources without any assurance from prospective customers that they will place significant orders. We believe that OEMs often select their

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suppliers and place orders based on long-term relationships. Accordingly, we may have difficulty achieving design wins from OEMs that are not currently our customers. Our operating results and potential growth could be adversely affected if we fail to achieve design wins with leading OEMs.

We have and will continue to incur increased costs as a result of being a public company.

     We have and will continue to face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, the Public Company Accounting Oversight Board and the Nasdaq National Market, have required changes in the corporate governance practices of public companies. These new rules and regulations have increased our legal and financial compliance costs and have made legal, accounting and administrative activities more time-consuming and costly. For example, we have incurred substantially higher costs to obtain directors and officers insurance and create an ongoing compliance program to meet the requirements of Sarbanes-Oxley 404. In addition, as we gain experience with the requirements of being a public company combined with the increased activities of our business, we will need to continually evaluate our business processes and management structure, which could cause us to incur additional overhead costs.

We may not be able to respond quickly enough to increases in demand for our products.

     Demand shifts in the semiconductor industry are rapid and difficult to predict, and we may not be able to respond quickly enough to an increase in demand. Our ability to increase sales of our products depends, in part, upon our ability to:

• mobilize our supply chain in order to maintain component and raw material supply;

• optimize the use of our design, engineering and manufacturing capacity in a timely manner;

• deliver our products to our customers in a timely fashion;

• expand, if necessary, our manufacturing capacity; and

• maintain our product quality as we increase production.

     If we are unable to respond to rapid increases in demand for our products on a timely basis or to manage any corresponding expansion of our manufacturing capacity effectively, our customers could increase their purchases from our competitors, which would adversely affect our business.

Our dependence on our suppliers may prevent us from delivering an acceptable product on a timely basis.

     We rely on both single source and sole source suppliers, some of whom are relatively small in size, for many of the components we use in our products. In addition, our customers often specify components made by particular suppliers that we must incorporate into our products. Our suppliers are under no obligation to provide us with components. As a result, the loss of or failure to perform by any of these providers could adversely affect our business and operating results. In addition, the manufacturing of certain components and subassemblies is an extremely complex process. Therefore, if a supplier was unable to provide the volume of components we require on a timely basis and at acceptable prices, we would have to identify and qualify replacements from alternative sources of supply. The process of qualifying new suppliers for these complex components is lengthy and could delay our production and adversely affect our business, operating results and financial condition. We may also experience difficulty in obtaining sufficient supplies of components and raw materials in times of significant growth in our business. For example, we have in the past experienced shortages in

22

supplies of various components, such as mass flow controllers, valves and regulators, and certain prefabricated parts, such as sheet metal enclosures, used in the manufacture of our products. In addition, one of our competitors manufactures mass flow controllers that may be specified by one or more of our customers. If we are unable to obtain these particular mass flow controllers from our competitor or convince a customer to select alternative mass flow controllers, we may be unable to meet that customer’s requirements, which could result in a loss of market share.

Defects in our products could damage our reputation, decrease market acceptance of our products, cause the unintended release of hazardous materials and result in potentially costly litigation.

     A number of factors, including design flaws, material and component failures, contamination in the manufacturing environment, impurities in the materials used and unknown sensitivities to process conditions, such as temperature and humidity, as well as equipment failures, may cause our products to contain undetected errors or defects. Problems with our products may:

• cause delays in product introductions and shipments;

• result in increased costs and diversion of development resources;

• cause us to incur increased charges due to unusable inventory;

• require design modifications;

• decrease market acceptance of, or customer satisfaction with, our products, which could result in decreased sales and product returns; or

• result in lower yields for semiconductor manufacturers.

     If any of our products contain defects or have reliability, quality or compatibility problems, our reputation might be damaged and customers might be reluctant to buy our products. We may also face a higher rate of product defects as we increase our production levels. Product defects could result in the loss of, or impair our ability to attract, customers. In addition, we may not find defects or failures in our products until after they are installed in a semiconductor manufacturer’s fabrication facility. We may have to invest significant capital and other resources to correct these problems. Our current or potential customers also might seek to recover from us any losses resulting from defects or failures in our products. Hazardous materials flow through and are controlled by our products and an unintended release of these materials could result in serious injury or death. Liability claims could require us to spend significant time and money in litigation or pay significant damages.

The technology labor market is very competitive, and our business will suffer if we are unable to hire and retain key personnel.

     Our future success depends in part on the continued service of our key executive officers, as well as our research, engineering, sales, manufacturing and administrative personnel, most of whom are not subject to employment or non-competition agreements. In addition, competition for qualified personnel in the technology industry is intense, and we operate in geographic locations in which labor markets are particularly competitive. Our business is particularly dependent on expertise which only a very limited number of engineers possess. The loss of any of our key employees and officers, including our Chief Executive Officer, Vice President of Engineering, Vice President of Sales and Vice President of Technology, or the failure to attract and retain new qualified employees, would adversely affect our business, operating results and financial condition.

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We may not be able to fund our future capital requirements from our operations, and financing from other sources may not be available on favorable terms or at all.

     We made capital expenditures of $3.4 million in 2004, $0.5 million in 2003 and $1.8 million in 2002. We made capital expenditures of $0.6 million in the first six months of fiscal 2005, most of which was for facility leasehold improvements and equipment in connection with the establishment of a manufacturing facility in Shanghai, China. The amount of our future capital requirements will depend on many factors, including:

• the cost required to ensure access to adequate manufacturing capacity;

• the timing and extent of spending to support product development efforts;

• the timing of introductions of new products and enhancements to existing products;

• changing manufacturing capabilities to meet new customer requirements; and

• market acceptance of our products.

     Although we currently have a credit facility, we may need to raise additional funds through public or private equity or debt financing if cash and cash flow from operations are insufficient to fund our future activities. Our credit facility matures on September 30, 2005 and we may not be able renew it on favorable terms. Future equity financings could be dilutive to holders of our common stock, and debt financings could involve covenants that restrict our business operations. If we cannot raise funds on acceptable terms, if and when needed, we may not be able to develop or enhance our products, take advantage of future opportunities, grow our business or respond to competitive pressures or unanticipated requirements, any of which could adversely affect our business, operating results and financial condition.

If environmental contamination were to occur in one of our manufacturing facilities, we could be subject to substantial liabilities.

     We use substances regulated under various foreign, domestic, federal, state and local environmental laws in our manufacturing facilities. Our failure or inability to comply with existing or future environmental laws could result in significant remediation liabilities, the imposition of fines or the suspension or termination of the production of our products. In addition, we may not be aware of all environmental laws or regulations that could subject us to liability.

If our facilities were to experience catastrophic loss due to natural disasters, our operations would be seriously harmed.

     Our facilities could be subject to a catastrophic loss caused by natural disasters, including fires and earthquakes. We have facilities in areas with above average seismic activity, such as our manufacturing and headquarters facilities in Menlo Park, California. If any of our facilities were to experience a catastrophic loss, it could disrupt our operations, delay production and shipments, reduce revenue and result in large expenses to repair or replace the facility. In addition, we have in the past experienced, and may in the future experience, extended power outages at our Menlo Park, California facilities. We do not carry insurance policies which cover potential losses caused by earthquakes or other natural disasters or power loss.

We may not be able to continue to secure adequate facilities to house our operations and any move to a new facility could be disruptive to our operations.

     During 2004 we completed negotiations with the landlord of our Menlo Park, California facilities. As a result of certain proposed zoning changes in the city of Menlo Park, we were unable to extend the lease. The lease is currently on a month-to-month basis and may not be terminated by our landlord upon

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less than nine months prior written notice. If we are unable to secure a lease for the Menlo Park facility on favorable terms at the end of the current lease, we will need to find new facilities and move all of our Menlo Park manufacturing, engineering, sales and marketing and administrative functions into new facilities. This move could disrupt manufacturing and we would incur additional costs associated with relocation to new facilities, which could have a material adverse effect on our results of operations.

Risks Related to Our Ownership by Francisco Partners

We will continue to be controlled by FP-Ultra Clean, LLC as long as FP-Ultra Clean, LLC owns a significant percentage of our common stock, and our other stockholders will be unable to affect the outcome of stockholder voting during such time.

     Francisco Partners, L.P., through its membership interests in FP-Ultra Clean, LLC, beneficially owns approximately 55% of our outstanding common stock. Pursuant to a stockholder’s agreement, our principal stockholder, FP-Ultra Clean, LLC, which is controlled by Francisco Partners, L.P., has the right, to nominate for election a majority of the members of our board of directors for so long as it holds at least 25% of our outstanding common stock.

     The stockholder’s agreement also provides that our board of directors may not take certain significant actions without the approval of FP-Ultra Clean, LLC as long as FP-Ultra Clean, LLC owns at least 25% of our outstanding common stock. These actions include:

• mergers, acquisitions or certain sales of assets;

• any liquidation, dissolution or bankruptcy;

• issuances of securities;

• determination of compensation and benefits for our chief executive officer and chief financial officer;

• appointment or dismissal of any of the chairman of our board of directors, chief executive officer, chief financial officer or any other executive officer in any similar capacity;

• amendments to the stockholder’s agreement or exercise or waiver of rights under the stockholders’ agreement; and

• amendments to our charter or bylaws.

     Such power could have the effect of delaying, deterring or preventing a change of control, business combination or other transaction that might otherwise be beneficial to our stockholders. FP-Ultra Clean, LLC also is not prohibited from selling a controlling interest in us to a third party or a participant in our industry. For additional information regarding our relationship with FP-Ultra Clean, LLC, you should read the section entitled “Certain Relationships and Related Party Transactions” contained in our proxy statement on Schedule 14A, as amended, filed with the Securities and Exchange Commission on May 10, 2005.

FP-Ultra Clean, LLC and its designees on our board of directors may have interests that conflict with our interests and the interests of our other stockholders.

     FP-Ultra Clean, LLC and its designees on our board of directors may have interests that conflict with, or are different from, our own and those of our other stockholders. Francisco Partners, L.P., which is the beneficial holder of approximately 55% of our outstanding common stock, through its membership interests in FP-Ultra Clean, LLC, has invested in or acquired other businesses that are involved in the semiconductor industry and may invest in or acquire others in the future. Conflicts of interest between FP-Ultra Clean, LLC and us or our other stockholders may arise. Our amended and

25

restated certificate of incorporation does not contain any provisions designed to facilitate resolution of actual or potential conflicts of interest, or to ensure that potential business opportunities that may become available to both FP-Ultra Clean, LLC and us will be reserved for or made available to us. If an actual or potential conflict of interest develops involving one of our directors, our corporate governance guidelines provide that the director must report the matter immediately to our board of directors and audit committee for evaluation and appropriate resolution. Further, such director must recuse himself or herself from participation in the related discussion and abstain from voting on the matter. Nonetheless, conflicts of interest may not be resolved in a manner favorable to us or our other stockholders. In addition, FP-Ultra Clean, LLC and its director designees could delay or prevent an acquisition, merger or other transaction even if the transaction would benefit our other stockholders. In addition, FP-Ultra Clean, LLC’s significant concentration of share ownership may adversely affect the trading price of our common stock because investors often perceive disadvantages in owning stock in companies with controlling stockholders.

Risks Related to the Securities Markets and Ownership of Our Common Stock

Future sales of our common stock by existing stockholders could depress our stock price.

     Sales of substantial amounts of our common stock by FP-Ultra Clean, LLC, or the perception that these sales might occur, may depress prevailing market prices of our common stock. The shares owned by FP-Ultra Clean, LLC have the benefit of an agreement with us that provides for customary demand and piggyback registration rights.

The market for our stock could be subject to significant fluctuation.

     An active public market for our common stock may not develop or be sustained. The size of our public market capitalization is relatively small and the volume of our shares that are traded is low. The market price of our common stock could be subject to significant fluctuations. Among the factors that could affect our stock price are:

• quarterly variations in our operating results;

• our ability to successfully introduce new products and manage new product transitions;

• changes in revenue or earnings estimates or publication of research reports by analysts;

• speculation in the press or investment community;

• strategic actions by us or our competitors, such as acquisitions or restructurings;

• announcements relating to any of our key customers, significant suppliers or the semiconductor manufacturing and capital equipment industry generally;

• general market conditions;

• the effects of war and terrorist attacks, and

• domestic and international economic factors unrelated to our performance.

     The stock markets in general, and the markets for technology stocks in particular, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading price of our common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Market risk represents the risk of changes in value of a financial instrument caused by fluctuations in interest rates, foreign exchange rates or equity prices. During the first quarter of fiscal 2005, we entered into a loan and security agreement providing for revolver loans of up to $3.0 million with a bank in

26

China. The three revolver loans covered under the agreement are denominated in Chinese Yuan and are secured by a standby letter of credit issued under our credit facility described above. Interest on two of the loans is 5.3% per annum. Interest on the third loan is equal to .95% per annum plus LIBOR, which totaled 4.5% per annum at June 30, 2005. Interest is payable quarterly and principal is payable within 12 months. As of June 30, 2005, the balance owing under the revolver loans was $2.3 million. If and when we enter into future borrowing arrangements or borrow under our existing revolving credit facility, we may seek to manage exposure to interest rate changes by using a mix of debt maturities and variable- and fixed-rate debt, together with interest rate swaps where appropriate, to fix or lower our borrowing costs. We do not make material sales in currencies other than the United States Dollar or have material purchase obligations outside of the United States with the exception of China where we have purchase commitments totaling $2.2 million in United States Dollar equivalents. We have performed a sensitivity analysis assuming a hypothetical 10-percent movement in foreign currency exchange rates and interest rates applied to the underlying exposures described above. As of June 30, 2005, the analysis indicated that such market movements would not have a material effect on our business, financial condition or results of operations. Although we do not anticipate any significant fluctuations, there can be no assurance that foreign currency exchange risk will not have a material impact on our financial position, results of operations or cash flow in the future

Item 4. Controls and Procedures

     As of the end of the period covered by this report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer evaluated, with the participation of our management, the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rule 13a—15(e) and Rule 15(d)—15(e)). Based on the evaluation, which disclosed no significant deficiencies or material weaknesses, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were adequate and designed to ensure that material information related to us and our consolidated subsidiaries would be made known to them by others within these entities.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     From time to time, we are subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. We are not currently party to any material legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

Set forth below is information concerning each matter submitted to a vote at the Annual Meeting of Stockholders on May 20, 2005.

Proposal No. 1: The stockholders elected each of the following persons as a director to hold office until our 2006 Annual Meeting of Stockholders or until such director’s earlier retirement, resignation or removal.

Director’s Name	Votes For		Votes Withhold
Brian R. Bachman		16,022,037		135,448
Susan H. Billat		16,125,395		32,090
Dipanjan Deb		15,073,299		1,084,186
Kevin C. Eichler		16,125,595		31,890
Clarence L. Granger		15,622,457		535,028
David ibnAle		15,073,299		1,084,186
Thomas M. Rohrs		16,022,037		135,448

Proposal No. 2: The stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2005 with 16,059,395 affirmative votes, 97,440 negative votes and 650 votes abstaining.

Item 5. Other Information

None.

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Item 6. Exhibits

(a) Exhibits

Exhibits filed with the current Report on Form 10-Q for the quarter ended June 30, 2005 are as follows:

Exhibit
Number	Description
10.1	Employment Agreement among Ultra Clean Technology Systems and Service, Inc., Ultra Clean Holdings, Inc. and Jack Sexton dated June 21, 2005, incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed with the Commission on June 22, 2005.
10.2	Amendment No.2 to Employment Agreement with Clarence Granger dated May 9, 2005, incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed with the Commission on May 13, 2005.
10.3	Employment Agreement with Kevin L. Griffin dated April 19, 2005, incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed with the Commission on April 19, 2005.
10.4	Separation Agreement with Phillip A. Kagel dated April 14, 2005, incorporated by reference from Exhibit 10.2 to the current report on Form 8-K filed with the Commission on April 19, 2005.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ULTRA CLEAN HOLDINGS, INC.
		(Registrant)
August 12, 2005	By:	/s/Clarence L. Granger
	Name:	Clarence L. Granger
	Title:	President and Chief Executive Officer
August 12, 2005	By:	/s/ Jack Sexton
	Name:	Jack Sexton
	Title	Vice President and Chief Financial Officer

Exhibit Index

Exhibit
Number	Description
10.1	Employment Agreement among Ultra Clean Technology Systems and Service, Inc., Ultra Clean Holdings, Inc. and Jack Sexton dated June 21, 2005, incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed with the Commission on June 22, 2005.
10.2	Amendment No.2 to Employment Agreement with Clarence Granger dated May 9, 2005, incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed with the Commission on May 13, 2005.
10.3	Employment Agreement with Kevin L. Griffin dated April 19, 2005, incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed with the Commission on April 19, 2005.
10.4	Separation Agreement with Phillip A. Kagel dated April 14, 2005, incorporated by reference from Exhibit 10.2 to the current report on Form 8-K filed with the Commission on April 19, 2005.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Clarence L. Granger, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Ultra Clean Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2005

     /s/ Clarence L. Granger           Clarence L. Granger

          Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Jack Sexton, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Ultra Clean Holdings, Inc.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(c)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2005

     /s/ Jack Sexton

          Jack Sexton

          Chief Financial Officer

EX-32.1

EXHIBIT 32.1

ULTRA CLEAN HOLDINGS, INC.

SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

The certification set forth below is being submitted in connection with the quarterly report on Form 10-Q of Ultra Clean Holdings, Inc. for the quarter ended June 30, 2005 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United Code.

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ultra Clean Holdings, Inc.

Date: August 12, 2005

     /s/ Clarence L. Granger

          Clarence L. Granger

          Chief Executive Officer

EX-32.2

EXHIBIT 32.2

ULTRA CLEAN HOLDINGS, INC.

SARBANES-OXLEY ACT SECTION 906 CERTIFICATION

The certification set forth below is being submitted in connection with the quarterly report on Form 10-Q of Ultra Clean Holdings, Inc. for the quarter ended June 30, 2005 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United Code.

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Ultra Clean Holdings, Inc.

Date: August 12, 2005

     /s/Jack Sexton

         Jack Sexton

         Chief Financial Officer