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, 2015
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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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, 2015, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 26, 2015. 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, 2015

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:	July 22, 2015	By:	/s/ Kevin C. Eichler
			Name:	Kevin C. Eichler
			Title:	President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated July 22, 2015

EX-99.1

Exhibit 99.1

Press Release                                                                                Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Second Quarter 2015 Financial Results

Exceeded Revenue Expectations, Improved Margins and

Generated Strong Cash Flow

HAYWARD, Calif., July 22, 2015 /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 26, 2015.

The Company reported revenue of $117.5 million for the second quarter of 2015, a decrease of 6.2% compared to the first quarter of 2015, and an 11.4% decrease compared to the same period a year ago. Net profit was $2.2 million, or $0.10 per diluted share, for the second quarter of 2015 after excluding pre-tax intangible asset amortization charges of $1.4 million. The Company ended the quarter with an increase in cash of $7.0 million compared to the prior quarter.

“Second quarter performance exceeded our expectations and we won important new business with semiconductor customers,” said Jim Scholhamer, UCT’s Chief Executive Officer. “We continue to position UCT for future strategic investments that will extend our leadership position by focusing on the expansion of our capabilities for new and existing customers, winning new designs and improving profitability.”

Semiconductor equipment revenue for the second quarter of 2015 was 93.9% compared to 90.0% for the first quarter of 2015 and 76.6% for the second quarter of 2014. Revenue outside the U.S. accounted for 32.6% of total revenue for the second quarter of 2015 compared to 31.8% and 32.8% in the prior quarter and same quarter of the previous year, respectively. Gross margin for the second quarter of 2015 was 16.0% compared to 15.9% in both the first quarter of 2015 and second quarter of 2014.

The Company recorded a net profit of $2.2 million, or $0.07 per share (basic and diluted), in the second quarter of 2015 compared to net income of $1.2 million, or $0.04 per share (basic and diluted), in the previous quarter and net income of $6.0 million, or $0.20 per share (basic and diluted), for the second quarter of 2014. Net income for the second quarter of 2015 includes pre-tax charges for intangible asset amortization costs of $1.4 million. Net income for the first quarter of 2015 included pre-tax charges for intangible asset amortization costs of $1.1 million and $3.2 million of other charges as previously reported. Net income for the second quarter of 2014 included pre-tax intangible asset amortization costs of $1.2 million. Excluding these charges, the Company would have reported earnings of $0.10, $0.14 and $0.23 per diluted share for the second quarter of 2015, first quarter of 2015 and second quarter of 2014, respectively.

Cash and cash equivalents at the end of the second quarter of 2015 was $76.6 million, an increase of $7.0 million over the prior quarter and a decrease of $2.4 million from the end of fiscal year 2014. Outstanding debt was $74.4 million at the end of the second quarter of 2015, a decrease of $1.2 million from the prior quarter and an increase of $26.2 million from the end of fiscal year 2014.

Third Quarter 2015 Outlook

The Company expects revenue to be in the range between $117.0 million to $122.0 million and diluted earnings per share in the range of $0.05 to $0.09 based on an effective tax rate of 28%. Excluding intangible asset amortization costs of $1.4 million, the Company expects diluted earnings per share to be in the range of $0.09 to $0.12.

Conference Call

Ultra Clean will conduct a conference call today, Wednesday, July 22, 2015, beginning at 1:45 p.m. PDT. The call-in numbers are: (888) 561-5097 (domestic) and (706) 679-7569 (international). An audio replay of the conference call will be made available approximately one hour after the conclusion of the call and will remain available for fourteen days. The call-in numbers for the replay are: (855) 859-2056 (domestic) and (404) 537-3406 (international). The confirmation number for live broadcast and replay is: 83490395 (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 third quarter 2015 revenue and earnings per share and our forecasted tax rate for the third quarter of fiscal 2015, as well as our anticipated competitive position and integration of Marchi. 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 26, 2014 as filed with the Securities and Exchange Commission. UCT 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 OPERATIONS

(Unaudited; in thousands, except per share data)

	Three months ended						Six months ended
	June 26, 2015			June 27, 2014			June 26, 2015			June 27, 2014
Sales	$	117,549		$	132,677		$	242,867		$	276,901
Cost of goods sold		98,727			111,525			204,126			232,438
Gross profit		18,822			21,152			38,741			44,463
Operating expenses:
Research and development		2,401			1,798			4,967			3,565
Sales and marketing		2,805			2,592			5,650			5,254
General and administrative		10,188			8,703			22,048			18,424
Total operating expenses		15,394			13,093			32,665			27,243
Income from operations		3,428			8,059			6,076			17,220
Interest and other income (expense), net		(359	)		(452	)		(1,315	)		(1,081	)
Income before provision for income taxes		3,069			7,607			4,761			16,139
Income tax provision		862			1,575			1,381			3,051
Net income	$	2,207		$	6,032		$	3,380		$	13,088
Net income per share:
Basic	$	0.07		$	0.20		$	0.11		$	0.45
Diluted	$	0.07		$	0.20		$	0.11		$	0.44
Shares used in computing net income per share:
Basic		31,615			29,438			31,042			29,157
Diluted		31,777			29,882			31,358			29,905

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited; in thousands, except share amounts)

	June 26, 2015		December 26, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	76,614	$	78,997
Accounts receivable, net of allowance		57,513		61,817
Inventory		64,647		56,850
Other current assets		12,411		10,783
Total current assets		211,185		208,447
Equipment and leasehold improvements, net		14,850		10,841
Goodwill		74,298		55,918
Purchased intangibles, net		37,702		16,824
Other non-current assets		3,517		4,112
Total assets	$	341,552	$	296,142
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank borrowings	$	6,514	$	9,541
Accounts payable		46,476		48,944
Other current liabilities		9,220		7,683
Total current liabilities		62,210		66,168
Bank debt and other long-term liabilities		70,692		41,422
Total liabilities		132,902		107,590
Stockholders’ equity:
Common stock		166,552		149,834
Retained earnings		42,098		38,718
Total stockholders’ equity		208,650		188,552
Total liabilities and stockholders’ equity	$	341,552	$	296,142