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 22, 2013
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 22, 2013, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year 2013. A copy of the Company's press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including the exhibit, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference into the Company’s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits
	(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release dated April 22, 2013

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 22, 2013	By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated April 22, 2013

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports First Quarter Financial Results

Monday, April 22, 2013 4:45 pm EDT

Revenue increases as semiconductor equipment industry improves

HAYWARD, Calif., April 22, 2013 /PRNewswire/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a leading developer and supplier of critical systems and subsystems for the semiconductor capital equipment, flat panel, medical, energy and research industries, today reported its financial results for the first quarter ended March 29, 2013.

Revenue for the first quarter of 2013 was $100.5 million, an increase of 11.5% compared to the fourth quarter of 2012 and a decrease of 9.1% compared to the same period a year ago.  Semiconductor revenue was 85% of total revenue for the first quarter of 2013 and revenue outside the U.S. accounted for 21% of total revenue. Gross margin for the first quarter of 2013 was 13.8%, compared to 12.8% for the previous quarter and 14.2% for the same period a year ago.

The Company recorded a net loss of $0.3 million, or $(0.01) per share in the first quarter of 2013 compared to a net loss of $1.7 million, or $(0.06) per share in the previous quarter and net income of $4.7 million, or $0.20 per share for the same period a year ago.  The net loss for the first quarter of 2013 includes pre-tax charges of $1.6 million for amortization and other costs associated with the AIT transaction. Excluding these charges the Company would have reported earnings of $0.04 per share. The company’s tax rate for the first quarter of 2013 was 7.4% and the Company is estimating the tax rate for fiscal 2013 at 24%. The financial information presented for the first quarter of 2012 does not include the operations of Advanced Integration Technologies (“AIT”), which Ultra Clean acquired on July 3, 2012.

Cash at the end of the first quarter of fiscal year 2013 was $64.9 million, an increase of $10.6 million from the previous quarter.  Outstanding debt on our bank facility, which was used to finance the AIT transaction, was $70.8 million at the end of the first quarter of fiscal year 2013, a decrease of $4.9 million from the previous quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer, stated: “I am pleased that during the quarter we began to see some recovery in the semiconductor equipment industry.   In addition, our cash balance was at an all-time high at $64.9 million, which is the result, in part, of our focus on reducing inventory even as revenue is increasing. The first quarter was a period of continued transition as we identified additional synergies and related cost savings between UCT and AIT.  We look forward to the potential that the addition of AIT brings to UCT.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “We expect revenue for the second quarter of 2013 to range between $106 million to $111 million, with earnings per share in the range of $0.04 to $0.07. Excluding amortization associated with the merger with AIT we expect earnings per share to be in the range of $0.07 to $0.11. We are forecasting a tax rate of 24% for the second quarter and a tax rate of 24% for the year.”

Ultra Clean will conduct a conference call today, Monday, April 22, beginning at 1:45 p.m. PDT at888-561-5097 (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 28948501 (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 systems and 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," "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 second quarter 2013 revenue and earnings per share and our forecasted tax rate for the second quarter of fiscal 2013 and the full fiscal year 2013, our expectations with respect to business conditions in fiscal year 2013 and our expectations regarding synergies and related cost savings in connection with our acquisition of AIT. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, the Company’s 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 28, 2012 filed with the Securities and Exchange Commission. Additional information will also be set forth in our quarterly report on Form 10-Q for the quarter ended March 29, 2013.  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 unless required by law.

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 29, 2013			March 30, 2012
Sales	$	100,464		$	110,565
Cost of goods sold		86,641			94,905
Gross profit		13,823			15,660
Operating expenses:
Research and development		1,257			1,406
Sales and marketing		2,319			1,744
General and administrative		9,626			6,243
Total operating expenses		13,202			9,393
Income from operations		621			6,267
Interest and other income (expense), net		(957	)		(105	)
Income (loss) before income taxes		(336	)		6,162
Income tax provision (benefit)		(25	)		1,502
Net income (loss)	$	(311	)	$	4,660
Net income (loss) per share:
Basic	$	(0.01	)	$	0.20
Diluted	$	(0.01	)	$	0.20
Shares used in computing net income (loss) per share:
Basic		27,978			23,013
Diluted		27,978			23,688

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	March 29,		December 28,
ASSETS	2013		2012
Current assets:
Cash and cash equivalents	$	64,943	$	54,311
Accounts receivable		49,571		50,074
Inventory		51,171		53,965
Other current assets		6,642		6,769
Total current assets		172,327		165,119
Equipment and leasehold improvements, net		8,734		9,282
Goodwill		56,662		56,662
Purchased intangibles, net		26,203		27,702
Other non-current assets		6,486		7,164
Total assets	$	270,412	$	265,929
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	48,706	$	48,706
Accounts payable		34,587		23,485
Other current liabilities		5,485		7,045
Total current liabilities		88,778		79,236
Bank debt and other long-term liabilities		24,978		29,913
Total liabilities		113,756		109,149
Stockholders' equity:
Common stock		140,030		139,843
Retained Earnings		16,626		16,937
Total stockholders' equity		156,656		156,780
Total liabilities and stockholders' equity	$	270,412	$	265,929