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 28, 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 April 28, 2014, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 28, 2014. 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 28, 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:	April 28, 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 April 28, 2014

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports First Quarter 2014 Financial Results

Monday, April 28, 2014 4:45 pm EDT

Ultra Clean achieves highest quarterly revenue results in company history.

HAYWARD, Calif., April 28, 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 first quarter ended March 28, 2014.

Revenue for the first quarter of 2014 was $144.2 million, an increase of 14.2% compared to the fourth quarter of 2013 and an increase of 43.6% compared to the same period a year ago.  Semiconductor revenue was 85.2% of total revenue and revenue outside the U.S. accounted for 25.6% of total revenue for the first quarter of 2014. Gross margin for the first quarter of 2014 was 16.2%, compared to 17.1% for the previous quarter and 13.8% for the same period a year ago.

The Company recorded net income of $7.1 million, or $0.24 per share (basic and diluted) in the first quarter of 2014 compared to net income of $6.4 million, or $0.22 per share (basic and diluted), in the previous quarter and a net loss of $0.3 million, or a loss of $0.01 per share (basic and diluted), for the same period a year ago. The net income for the first quarter of 2014 includes pre-tax charges of $1.2 million for amortization costs associated with the AIT transaction. Excluding these charges the Company would have reported earnings of $0.27 per diluted share for the first quarter of 2014. The Company’s tax rate for the first quarter of 2014 was 17.3%.

Cash at the end of the first quarter of 2014 was $74.3 million, an increase of $13.9 million from the end of fiscal year 2013. Outstanding debt was $63.7 million at the end of the first quarter of 2014, an increase of $8.6 million from the end of fiscal year 2013.

Clarence Granger, Ultra Clean’s Chairman and Chief Executive Officer, stated: “Results for the last quarter were mixed for UCT.  We had our best revenue results ever and we exceeded our revenue guidance for the quarter. However, our gross margins for the quarter were lower than expected when we compare this quarter to what we achieved in the previous quarter.  As I have mentioned previously, one of our goals has been to achieve gross margins in the 15-18% range, and I am pleased that we continue to operate within this range.”

Commenting on Ultra Clean’s corporate guidance, Granger noted: “We expect revenue for the second quarter of 2014 to range between $128 million to $133 million, with diluted earnings per share in the range of $0.15 to $0.18. Excluding amortization costs associated with the merger with AIT we expect diluted earnings per share to be in the range of $0.18 to $0.21. We are forecasting a tax rate of 20% for the second quarter of 2014.”

Ultra Clean will conduct a conference call today, Monday, April 28, 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 23792401 (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 second quarter 2014 revenue and earnings per share and our forecasted tax rate for the second 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 27, 2013 as 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 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 28, 2014			March 29, 2013
Sales	$	144,224		$	100,464
Cost of goods sold		120,913			86,641
Gross profit		23,311			13,823
Operating expenses:
Research and development		1,767			1,257
Sales and marketing		2,661			2,319
General and administrative		9,722			9,626
Total operating expenses		14,150			13,202
Income from operations		9,161			621
Interest and other income (expense), net		(629	)		(957	)
Income (loss) before income taxes		8,532			(336	)
Income tax provision (benefit)		1,476			(25	)
Net income (loss)	$	7,056		$	(311	)
Net income (loss) per share:
Basic	$	0.24		$	(0.01	)
Diluted	$	0.24		$	(0.01	)
Shares used in computing net income (loss) per share:
Basic		28,877			27,978
Diluted		29,918			27,978

Ultra Clean Holdings, Inc
Condensed Consolidated Balance Sheets
(Unaudited; in thousands)
	March 28, 2014		December 27, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	74,289	$	60,415
Accounts receivable		72,197		67,450
Inventory		67,461		63,942
Other current assets		8,783		8,652
Total current assets		222,730		200,459
Equipment and leasehold improvements, net		8,167		8,534
Goodwill		55,918		55,918
Purchased intangibles, net		20,487		21,708
Other non-current assets		5,633		5,924
Total assets	$	312,935	$	292,543
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Bank borrowings	$	48,825	$	37,705
Accounts payable		55,381		53,962
Other current liabilities		8,914		8,377
Total current liabilities		113,120		100,044
Bank debt and other long-term liabilities		18,008		20,570
Total liabilities		131,128		120,614
Stockholders' equity:
Common stock		147,392		144,568
Retained Earnings		34,415		27,361
Total stockholders' equity		181,807		171,929
Total liabilities and stockholders' equity	$	312,935	$	292,543