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): July 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 July 23, 2012, the Company issued a press release announcing its financial results for the second quarter ended June 29, 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, as amended, or the Securities Exchange Act of 1934, as amended, 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 July 23, 2012

SIGNATURES

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

		ULTRA CLEAN HOLDINGS, INC.
Date:	July 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 July 23, 2012

EX-99.1

Press Release                                                                                Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Second Quarter 2012 Financial Results

Monday, July 23, 2012 4:45 pm EDT

Company Meets Quarterly Revenue and EPS Guidance and Completes Merger with Advanced Integration Technologies.

HAYWARD, Calif., July 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 second quarter ended June 29, 2012.

Revenue for the second quarter of 2012 was $101.9 million, a decrease of 7.8% from the first quarter of 2012 and a decrease of 23.8% from the same period a year ago.  Semiconductor revenue was 86.1% of total revenue for the second quarter of 2012 compared to 85.1% in the previous quarter and revenue outside the U.S. accounted for 36.7% of the total revenue for the second quarter of 2012 compared to 32.2% for the previous quarter. Gross margin for the second quarter of 2012 was 14.0%, compared to 14.2% for the previous quarter and 14.2% for the same period a year ago.

The Company recorded net income of $3.9 million, or $0.17 per share in the second quarter of 2012 compared to net income of $4.7 million, or $0.20 per share in the previous quarter, and net income of $7.0 million, or $0.30 per share for the same period a year ago.  The company’s tax rate for the second quarter of 2012 was 20.0%.

Cash at the end of the second quarter of 2012 was $51.1 million, a decrease of $3.6 million from the previous quarter after paying off our line of credit balance of $19.5 million.  Net liquidity was $47.5 million, an increase of $16.5 million from the prior quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer stated: “I am pleased with UCT’s operating performance in the second quarter. Our continued focus on operational improvement and inventory management resulted in a decrease in inventory of $16.5 million which helped contribute to the highest net liquidity in the history of UCT.  Also, on July 3, we announced that UCT completed the merger with Advanced Integration Technologies, which we believe significantly strengthens the value proposition for customers in all of our markets.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “With the combination of Advanced Integration Technologies we expect revenue for the third quarter of 2012 to range between $107 million to $112 million, with earnings per share in the range of $0.10 to $0.14. We are forecasting a tax rate of 32% for the third quarter and a tax rate of 28% for the year.”

Ultra Clean will conduct a conference call today, Monday, July 23, beginning at 1:45 p.m. PDT at 866-297-2991 (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 98323838 (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 third quarter 2012 revenue and earnings per share and our forecasted tax rate for the third quarter of fiscal 2012 and the full fiscal year 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 and our quarterly report on Form 10-Q for the quarter ended March 30, 2012 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						For the six months ended
	June 29, 2012			July 1, 2011			June 29, 2012			July 1, 2011
Sales	$	101,949		$	133,741		$	212,514		$	260,460
Cost of goods sold		87,695			114,748			182,600			223,915
Gross profit		14,254			18,993			29,914			36,545
Operating expenses:
Research and development		1,288			1,437			2,694			3,042
Sales and marketing		1,666			2,018			3,410			4,075
General and administrative		6,384			6,045			12,627			11,748
Total operating expenses		9,338			9,500			18,731			18,865
Income from operations		4,916			9,493			11,183			17,680
Interest and other income (expense), net		(14	)		(367	)		(119	)		(735	)
Income before income taxes		4,902			9,126			11,064			16,945
Income tax provision		979			2,168			2,481			4,167
Net income	$	3,923		$	6,958		$	8,583		$	12,778
Net income per share:
Basic	$	0.17		$	0.31		$	0.37		$	0.57
Diluted	$	0.17		$	0.30		$	0.36		$	0.54
Shares used in computing net income per share:
Basic		23,292			22,734			23,289			22,597
Diluted		23,710			23,482			23,893			23,528

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	June 29,			December 30,
ASSETS	2012			2011
Current assets:
Cash and cash equivalents	$	51,137		$	52,155
Accounts receivable		41,942			41,051
Inventory		44,451			55,473
Other current assets		6,364			5,441
Total current assets		143,894			154,120
Equipment and leasehold improvements, net		8,762			10,009
Purchased intangibles, net		8,987			8,987
Other non-current assets		5,177			5,183
Total assets	$	166,820		$	178,299
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	2,736		$	2,931
Accounts payable		25,797			29,451
Other current liabilities		7,083			4,360
Total current liabilities		35,616			36,742
Bank debt and other long-term liabilities		2,928			24,272
Total liabilities		38,544			61,014
Stockholders' equity
Common stock		108,032			105,501
Accumulated other comprehensive loss		(123	)		-
Retained earnings		20,367			11,784
Total stockholders' equity		128,276			117,285
Total liabilities and stockholders' equity	$	166,820		$	178,299