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): February 18, 2014
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 February 18, 2014, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 27, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On February 18, 2014, Gino Addiego provided notice to the Company of his intention to resign from his position as President and Chief Operating Officer of the Company. Mr. Addiego provided notice of his intent to resign in order to pursue other opportunities and not as a result of any disagreement with the Company or any matter relating to its operations, policies or practices.  The resignation will be effective on or about March 10, 2014.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release dated February 18, 2014

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:	February 18, 2014	By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated February 18, 2014

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Fourth Quarter and Fiscal Year 2013 Financial Results

Tuesday, February 18, 2014 4:45 pm EDT

Company delivers 17.1% gross margin performance and EPS exceeds high-end of guidance.

HAYWARD, Calif., February 18, 2014 /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 fourth quarter and fiscal year ended December 27, 2013.

Revenue for the fourth quarter of 2013 was $126.3 million, an increase of 17.8% compared to the third quarter of 2013 and an increase of 40.2% compared to the same period a year ago.  Semiconductor revenue was 93.7% of total revenue and revenue outside the U.S. accounted for 29.1% of total revenue for the fourth quarter of 2013. Gross margin for the fourth quarter of 2013 was 17.1%, compared to 14.8% for the previous quarter and 12.8% for the same period a year ago.

The Company recorded net income of $6.4 million, or $0.22 per share (basic and diluted) in the fourth quarter of 2013 compared to net income of $2.0 million, or $0.07 (basic and diluted) per share, in the previous quarter and a net loss of $1.2 million, or a loss of $0.04 (basic and diluted) per share, for the same period a year ago. The net income for the fourth 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 $0.26 per diluted share for the fourth quarter of 2013. The Company’s tax rate for the fourth quarter of 2013 was 16.4%.

The financial information presented includes the operations of AIT since July 3, 2012, the date the Company acquired AIT.

For fiscal year 2013 revenue was $444.0 million, an increase of $40.6 million, or 10.1%, over fiscal year 2012. Gross margin for fiscal year 2013 was 15.2% compared to 13.8% for fiscal year 2012. The Company recorded net income of $10.4 million, or $0.36 per share (diluted) and $0.37 per share (basic) for fiscal year 2013 compared to net income of $5.2 million, or $0.20 per share (basic and diluted), for fiscal year 2012.  Net income for fiscal year 2013 includes pretax charges of $6.0 million for amortization associated with the AIT transaction. Excluding these charges the Company would have reported net income of $15.5 million, or $0.53 per share (diluted) for fiscal year 2013. Net income for fiscal year 2012 includes pretax charges of $3.8 million for amortization costs and $2.8 million of one-time transaction costs associated with the AIT transaction. Excluding these charges the Company would have reported net income of $10.2 million, or $0.39 per share (diluted) for fiscal 2012. The company’s tax rate for fiscal year 2013 was 17.3% compared to 23.1% for fiscal year 2012.

Cash at the end of the fourth quarter of fiscal year 2013 was $60.4 million, a decrease of $5.5 million from the previous quarter.  Outstanding debt was $55.1 million at the end of the fourth quarter of fiscal year 2013, a decrease of $1.4 million from the previous quarter.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer, stated:

“Last quarter was an excellent one for UCT.  We exceeded our revenue, gross margin, and EPS guidance.  For some time now, one of our goals has been to achieve gross margins in the 15-18% range. For the fiscal year 2013 our gross margin was 15.2% and for the fourth quarter it was 17.1%.  This is the highest quarterly gross margin that UCT has achieved in our nearly ten years as a publicly traded company and has been the culmination of an extensive effort by our entire operations team.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “We expect revenue for the first quarter of 2014 to range between $135 million to $140 million, with earnings per share in the range of $0.25 to $0.28.

Excluding amortization costs associated with the merger with AIT we expect earnings per share to be in the range of $0.28 to $0.31. We are forecasting a tax rate of 20% for the first quarter of 2014.”

Ultra Clean will conduct a conference call today, Tuesday, February 18, 2014, 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 53904481 (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 first quarter 2014 revenue and earnings per share and our forecasted tax rate for the first quarter of fiscal 2014. 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 September 27, 2013, each as filed with the Securities and Exchange Commission. Additional information will also be set forth in our annual report on Form 10-K for the year ended December 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 twelve months ended
	December 27, 2013			December 28, 2012			December 27, 2013			December 28, 2012
Sales	$	126,268		$	90,067		$	444,022		$	403,430
Cost of goods sold		104,698			78,516			376,693			347,642
Gross profit		21,570			11,551			67,329			55,788
Operating expenses:
Research and development		1,387			1,118			5,543			5,121
Sales and marketing		2,487			1,818			9,831			7,033
General and administrative		9,428			9,965			36,047			32,858
Acquistions costs		-			368			-			2,431
Total operating expenses		13,302			13,269			51,421			47,443
Income (loss) from operations		8,268			(1,718	)		15,908			8,345
Interest and other income (expense), net		(653	)		(716	)		(3,309	)		(1,648	)
Income (loss) before income taxes		7,615			(2,434	)		12,599			6,697
Income tax provision (benefit)		1,244			(1,260	)		2,175			1,544
Net income (loss)	$	6,371		$	(1,174	)	$	10,424		$	5,153
Net income (loss) per share:
Basic	$	0.22		$	(0.04	)	$	0.37		$	0.20
Diluted	$	0.22		$	(0.04	)	$	0.36		$	0.20
Shares used in computing net income (loss) per share:
Basic		28,582			27,854			28,346			25,698
Diluted		29,480			27,854			29,037			26,261

Ultra Clean Holdings, Inc

Condensed Consolidated Balance Sheets

(Unaudited; in thousands)

	December 27,		December 28,
ASSETS	2013		2012
Current assets:
Cash and cash equivalents	$	60,415	$	54,311
Accounts receivable		67,450		50,074
Inventory		63,942		53,965
Other current assets		8,652		6,769
Total current assets		200,459		165,119
Equipment and leasehold improvements, net		8,534		9,282
Goodwill		55,918		56,662
Purchased intangibles, net		21,708		27,702
Other non-current assets		5,924		7,164
Total assets	$	292,543	$	265,929
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	37,705	$	48,706
Accounts payable		53,962		23,485
Other current liabilities		8,377		7,045
Total current liabilities		100,044		79,236
Bank debt and other long-term liabilities		20,570		29,913
Total liabilities		120,614		109,149
Stockholders' equity:
Common stock		144,568		139,843
Retained Earnings		27,361		16,937
Total stockholders' equity		171,929		156,780
Total liabilities and stockholders' equity	$	292,543	$	265,929