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 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 July 22, 2013, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second 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 July 22, 2013

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 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 July 22, 2013

EX-99.1

Exhibit 99.1

Press Release                                                                                Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Second Quarter Financial Results

Monday, July 22, 2013 4:45 pm EDT

Revenue increases as Company delivers best gross margin performance since 2007.

HAYWARD, Calif., July 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 second quarter ended June 28, 2013.

Revenue for the second quarter of 2013 was $110.1 million, an increase of 9.6% compared to the first quarter of 2013 and an increase of 8% compared to the same period a year ago.  Semiconductor revenue was 86% of total revenue and revenue outside the U.S. accounted for 30% of total revenue for the second quarter of 2013. Gross margin was 14.6%, compared to 13.8% for the previous quarter and 14.0% for the same period a year ago.

The Company recorded net income of $2.3 million, or $0.08 per share in the second quarter of 2013 compared to a net loss of $0.3 million, or $(0.01) per share, in the previous quarter and net income of $2.8 million, or $0.12 per share, for the same period a year ago. The company’s tax rate for the second quarter of 2013 was 20.1%. The financial information presented for the second 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 second quarter of fiscal year 2013 was $71.3 million, an increase of $6.4 million from the previous quarter.  Outstanding debt was $68.4 million at the end of the second quarter of fiscal year 2013, a decrease of $2.4 million from the previous quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer, stated: “I am pleased that during the quarter we had several noteworthy achievements as we continued to see a recovery in the semiconductor capital equipment industry. Our cash balance was at an all-time high of $71.3 million while we reduced our debt by nearly $2.4 million. Our gross margins improved by nearly a full percentage point quarter over quarter and our inventory levels continued to decline with increased operational focus. We also continued our integration activities with AIT as we focus on the synergies created by combining the two companies.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “We expect revenue for the third quarter of 2013 to range between $103 million to $110 million, with earnings per share in the range of $0.03 to $0.08. Excluding amortization associated with the merger with AIT we expect earnings per share to be in the range of $0.06 to $0.12. We are forecasting a tax rate of 24% for the third quarter and a tax rate of 24% for the year.”

Ultra Clean will conduct a conference call today, Monday, July 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 14924104 (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 third quarter 2013 revenue and earnings per share and our forecasted tax rate for the third 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 June 28, 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						For the six months ended
	June 28, 2013			June 29, 2012			June 28, 2013			June 29, 2012
Sales	$	110,107		$	101,949		$	210,571		$	212,514
Cost of goods sold		94,004			87,695			180,645			182,600
Gross profit		16,103			14,254			29,926			29,914
Operating expenses:
Research and development		1,489			1,288			2,746			2,694
Sales and marketing		2,465			1,666			4,784			3,410
General and administrative		8,522			6,838			18,148			13,081
Total operating expenses		12,476			9,792			25,678			19,185
Income from operations		3,627			4,462			4,248			10,729
Interest and other income (expense), net		(730	)		(14	)		(1,687	)		(119	)
Income before income taxes		2,897			4,448			2,561			10,610
Income tax provision		581			1,658			556			3,160
Net income	$	2,316		$	2,790		$	2,005		$	7,450
Net income per share:
Basic	$	0.08		$	0.12		$	0.07		$	0.32
Diluted	$	0.08		$	0.12		$	0.07		$	0.31
Shares used in computing net income per share:
Basic		28,370			23,292			28,172			23,289
Diluted		28,757			23,710			28,750			23,893

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	June 28,		December 28,
ASSETS	2013		2012
Current assets:
Cash and cash equivalents	$	71,333	$	54,311
Accounts receivable		47,070		50,074
Inventory		48,672		53,965
Other current assets		6,838		6,769
Total current assets		173,913		165,119
Equipment and leasehold improvements, net		8,494		9,282
Goodwill		55,918		56,662
Purchased intangibles, net		24,761		27,702
Other non-current assets		6,244		7,164
Total assets	$	269,330	$	265,929
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	48,706	$	48,706
Accounts payable		30,069		23,485
Other current liabilities		7,882		7,045
Total current liabilities		86,657		79,236
Bank debt and other long-term liabilities		22,624		29,913
Total liabilities		109,281		109,149
Stockholders' equity:
Common stock		141,107		139,843
Retained Earnings		18,942		16,937
Total stockholders' equity		160,049		156,780
Total liabilities and stockholders' equity	$	269,330	$	265,929