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): October 21, 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 October 21, 2013, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third 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 October 21, 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:	October 21, 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 October 21, 2013

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Third Quarter Financial Results

Monday, October 21, 2013 4:45 pm EDT

Company delivers strong gross margin performance and EPS at the high-end of guidance.

HAYWARD, Calif., October 21, 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 third quarter ended September 27, 2013.

Revenue for the third quarter of 2013 was $107.2 million, a decrease of 2.7% compared to the second quarter of 2013 and an increase of 6.3% compared to the same period a year ago.  Semiconductor revenue was 88.4% of total revenue and revenue outside the U.S. accounted for 33.1% of total revenue for the third quarter of 2013. Gross margin was 14.8%, compared to 14.6% for the previous quarter and 14.2% for the same period a year ago.

The Company recorded net income of $2.0 million, or $0.07 per share in the third quarter of 2013 compared to net income of $2.3 million, or $0.08 per share, in the previous quarter and a net loss of $1.1 million, or $(0.04) per share, for the same period a year ago. The net income for the third quarter of 2013 includes pre-tax charges of $1.5 million for amortization costs associated with the AIT transaction. Excluding these charges the Company would have reported earnings of $0.12 per share. The Company’s tax rate for the third quarter of 2013 was 15.5%.

Cash at the end of the third quarter of fiscal year 2013 was $65.9 million, a decrease of $5.4 million from the previous quarter.  Outstanding debt was $56.5 million at the end of the third quarter of fiscal year 2013, a decrease of $11.9 million from the previous quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer, stated: “Our net liquidity increased by nearly $6.5 million from the previous quarter as we continue to generate cash through operations and significantly reduce our bank debt. Our gross margins were the highest since the second quarter of 2007.  Overall, I am pleased with the strength of our balance sheet, the progress we are making on gross margin, and our business outlook into the future.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “We expect revenue for the fourth quarter of 2013 to range between $120 million to $125 million, with earnings per share in the range of $0.14 to $0.18. Excluding amortization associated with the merger with AIT we expect earnings per share to be in the range of $0.18 to $0.22. We are forecasting a tax rate of 20% for the fourth quarter.”

Ultra Clean will conduct a conference call today, Monday, October 21, beginning at 1:45 p.m. PDT.

The call-in number is (888) 561-5097 (domestic) and (706) 679-7569 (international).  A replay of the conference will be available for fourteen days following the call at (855) 859-2056 (domestic) and (404) 537-3406 (international).  The confirmation number for live broadcast and replay is 73327438 (all callers). 

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 fourth quarter 2013 revenue and earnings per share and our forecasted tax rate for the fourth quarter of fiscal 2013 and the full fiscal year 2013, our expectations regarding our integration with 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 and our quarterly report on Form 10-Q for the quarter ended June 28, 2013, each as 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 September 27, 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 nine months ended
	September 27,  2013			September 28, 2012			September 27, 2013			September 28, 2012
Sales	$	107,183		$	100,849		$	317,754		$	313,363
Cost of goods sold		91,350			86,526			271,995			269,126
Gross profit		15,833			14,323			45,759			44,237
Operating expenses:
Research and development		1,410			1,309			4,156			4,003
Sales and marketing		2,561			1,805			7,344			5,215
General and administrative		8,471			9,812			26,619			22,893
Acquistions costs		-			2,063			-			2,063
Total operating expenses		12,442			14,989			38,119			34,174
Income (loss) from operations		3,391			(666	)		7,640			10,063
Interest and other income (expense), net		(968	)		(813	)		(2,656	)		(932	)
Income (loss) before income taxes		2,423			(1,479	)		4,984			9,131
Income tax provision (benefit)		375			(356	)		931			2,804
Net income (loss)	$	2,048		$	(1,123	)	$	4,053		$	6,327
Net income (loss) per share:
Basic	$	0.07		$	(0.04	)	$	0.14		$	0.25
Diluted	$	0.07		$	(0.04	)	$	0.14		$	0.25
Shares used in computing net income (loss) per share:
Basic		28,451			27,656			28,265			24,851
Diluted		28,979			27,656			28,879			25,493

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

 (Unaudited; in thousands)

	September 27,		December 28,
ASSETS	2013		2012
Current assets:
Cash and cash equivalents	$	65,941	$	54,311
Accounts receivable		49,728		50,074
Inventory		50,293		53,965
Other current assets		7,065		6,769
Total current assets		173,027		165,119
Equipment and leasehold improvements, net		8,756		9,282
Goodwill		55,918		56,662
Purchased intangibles, net		23,235		27,702
Other non-current assets		6,417		7,164
Total assets	$	267,353	$	265,929
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	36,706	$	48,706
Accounts payable		37,770		23,485
Other current liabilities		6,459		7,045
Total current liabilities		80,935		79,236
Bank debt and other long-term liabilities		23,002		29,913
Total liabilities		103,937		109,149
Stockholders' equity:
Common stock		142,426		139,843
Retained Earnings		20,990		16,937
Total stockholders' equity		163,416		156,780
Total liabilities and stockholders' equity	$	267,353	$	265,929