8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 23, 2012
ULTRA CLEAN HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
	Delaware
	(State or Other Jurisdiction of Incorporation)
000-50646		61-1430858
(Commission File Number)		(IRS Employer Identification No.)
26462 CORPORATE AVENUE, HAYWARD, CA		94545
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code:  (510) 576-4400
n/a
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On April 23, 2012, the Company issued a press release announcing its financial results for the first quarter ended March 30, 2012. A copy of the press release announcing the Company’s financial results is included as an exhibit to and incorporated by reference in this Current Report on Form 8-K. This Current Report on Form 8-K is furnished pursuant to Item 2.02 of Form 8-K and is not intended to be incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless expressly incorporated by reference in such filings.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release dated April 23, 2012

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 hereunto duly authorized.

		ULTRA CLEAN HOLDINGS, INC.
Date:	April 23, 2012	By:	/s/ Kevin Eichler
			Name:	Kevin (Casey) Eichler
			Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated April 23, 2012

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports First Quarter 2012 Financial Results

Monday, April 23, 2012 4:45 pm EDT

Company Exceeds Quarterly EPS Guidance and Achieves Record Cash Balance in its First Quarter of Fiscal 2012.

HAYWARD, Calif., April 23, 2012 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries, today reported its financial results for the first quarter ended March 30, 2012.

Revenue for the first quarter of 2012 was $110.6 million, an increase of 27.3% from the fourth quarter of 2011 and a decrease of 12.7% from the same period a year ago.  Semiconductor revenue was 85.1% of total revenue for the first quarter of 2012 compared to 79.6% in the previous quarter and revenue outside the U.S. accounted for 32% of the total revenue for the first quarter of 2012 compared to 29% for the previous quarter. Gross margin for the first quarter of 2012 was 14.2%, compared to 11.0% for the fourth quarter of 2011 and 13.9% for the first quarter of 2011.

The Company recorded net income of $4.7 million, or $0.20 per share in the first quarter of 2012 compared to net income of $1.4 million, or $0.06 per share excluding the benefit of a tax valuation allowance of $6.4 million in the fourth quarter of 2011, and net income of $5.8 million, or $0.25 per share for the first quarter of 2011.  The company’s tax rate for the first quarter of 2012 was 24.4%.

Cash at the end of the first quarter 2012 was $54.8 million, an increase of $2.6 million from the previous quarter.  Net liquidity was $30.9 million, an increase of $3.5 million from the prior quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer stated: “I am very pleased with UCT’s operating performance in the first quarter. We exceeded the high end of our guidance range for revenue and earnings per share.  Equally important, our margins increased 29% from the previous quarter to 14.2% and we expect further improvements as we maintain our focus on operational execution. Finally, we continued to strengthen our balance sheet and achieved the highest cash position in the history of the Company.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “Revenue guidance for the second quarter 2012 is $100 million to $105 million, with earnings per share in the range of $0.16 to $0.19. We are forecasting a tax rate of 24% for the second quarter.”

Ultra Clean will conduct a conference call today, Monday, April 23, beginning at 1:45 p.m. PDT at 888-561-5097 (domestic) and 706-679-7569 (international). A replay of the webcast will be available for fourteen days following the conference call at 855-859-2056 (domestic) and 404-537-3406 (international). The confirmation number for the live broadcast and replay is 68571373 (all callers). The conference call will also be webcast live and be available for fourteen days on our website.

About Ultra Clean Holdings, Inc.

Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries. Ultra Clean offers its customers an integrated outsourced solution for gas delivery systems and other subassemblies, improved design-to-delivery cycle times, component neutral design and manufacturing and component testing capabilities. Ultra Clean's customers are primarily original equipment manufacturers for the semiconductor capital equipment, flat panel, medical, energy and research industries. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Safe Harbor Statement

The foregoing information contains, or may be deemed to contain, "forward-looking statements" (as defined in the US Private Securities Litigation Reform Act of 1995) which reflect our current views with respect to future events and financial performance. We use words such as "anticipates,", “projection”, “forecast”, "believes," "plan," "expect," "future,"' "intends," "may," "will," "should," "estimates," "predicts,"  and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations with respect to future improvement in our gross margins, second quarter 2012 revenue and earnings per share, and our expectations regarding industry demand in the markets we serve for the second quarter of fiscal 2012. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, our actual results may differ materially from the results predicted or implied by these forward- looking statements. These risks, uncertainties and other factors also include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations'' and elsewhere in our annual report on Form 10-K for the year ended December 30, 2011 filed with the Securities and Exchange Commission. Ultra Clean Holdings, Inc. undertakes no obligation to publicly update or review any forward-looking statements, whether as a result of new information future developments or otherwise.

Contact:

Ultra Clean Holdings, Inc.

Casey Eichler

CFO

510/576-4704

Ultra Clean Holdings, Inc

Condensed Consolidated Statements of Income

(Unaudited; in thousands, except per share data)

	For the three months ended
	March 30, 2012			April 1, 2011
Sales	$	110,565		$	126,719
Cost of goods sold		94,905			109,167
Gross profit		15,660			17,552
Operating expenses:
Research and development		1,406			1,605
Sales and marketing		1,744			2,057
General and administrative		6,243			5,703
Total operating expenses		9,393			9,365
Income from operations		6,267			8,187
Interest and other income (expense), net		(105	)		(368	)
Income before income taxes		6,162			7,819
Income tax provision		1,502			1,999
Net income	$	4,660		$	5,820
Net income per share:
Basic	$	0.20		$	0.26
Diluted	$	0.20		$	0.25
Shares used in computing net income per share:
Basic		23,013			22,468
Diluted		23,688			23,516

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	March 30,			December 30,
ASSETS	2012			2011
Current assets:
Cash and cash equivalents	$	54,770		$	52,155
Accounts receivable		48,974			41,051
Inventory		60,998			55,473
Other current assets		4,767			5,441
Total current assets		169,509			154,120
Equipment and leasehold improvements, net		9,518			10,009
Purchased intangibles, net		8,987			8,987
Other non-current assets		5,186			5,183
Total assets	$	193,200		$	178,299
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	2,708		$	2,931
Accounts payable		39,050			29,451
Other current liabilities		5,218			4,360
Total current liabilities		46,976			36,742
Bank debt and other long-term liabilities		23,359			24,272
Total liabilities		70,335			61,014
Stockholders' equity:
Common stock		106,595			105,501
Accumulated other comprehensive loss		(174	)		-
Retained Earnings		16,444			11,784
Total stockholders' equity		122,865			117,285
Total liabilities and stockholders' equity	$	193,200		$	178,299