-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mvhru3ATXRzBzqxVKmaTw1HfQ2dQc7F8JnHNXxPl2pW7KGfoJrER0ThWaOujYDIy M3bfjFD43JKzP7ko6whPfA== 0000891092-04-002094.txt : 20040429 0000891092-04-002094.hdr.sgml : 20040429 20040429165106 ACCESSION NUMBER: 0000891092-04-002094 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040429 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRA CLEAN HOLDINGS INC CENTRAL INDEX KEY: 0001275014 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 611430858 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50646 FILM NUMBER: 04765756 MAIL ADDRESS: STREET 1: 150 INDEPENDENCE DRIVE CITY: MENLO PARK STATE: CA ZIP: 94025 8-K 1 e17701_8k.txt FORM 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 29, 2004 (April 29, 2004) ULTRA CLEAN HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE (State or Other Jurisdiction of Incorporation) 000-50646 61-1430858 (Commission File Number) (IRS Employer Identification No.) 150 INDEPENDENCE DRIVE, MENLO PARK, CALIFORNIA 94025 (Address of Principal Executive Offices) (Zip Code) (650) 323-4100 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) ---------- ================================================================================ Item 7. Financial Statements and Exhibits 99.1 Press Release dated April 29, 2004 Item 12. Results of Operations and Financial Condition Attached hereto as Exhibit 99.1 is the press release dated April 29, 2004, announcing the financial results of Ultra Clean Holdings, Inc. (the "Company") for the quarter ended March 31, 2004. The information furnished in this report, 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 Securities and Exchange Commission 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. 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 29, 2004 By: /s/ Clarence L. Granger ------------------------------- Name: Clarence L. Granger Title: Chief Executive Officer EXHIBIT INDEX 99.1 Press Release dated April 29, 2004 EX-99.1 2 e17701ex99-1.txt PRESS RELEASE Exhibit 99.1 Ultra Clean Holdings Reports First Quarter 2004 Results Announces 59% Sequential Sales Increase to Record Revenue of $40.8 million MENLO PARK, Calif., April 29 /PRNewswire-FirstCall/ -- Ultra Clean Holdings, Inc. (Nasdaq: UCTT), a developer and supplier of critical subsystems for the semiconductor capital equipment industry, focusing on gas delivery systems, today announced operating results for the first quarter ended March 31, 2004. Among the highlights for the first quarter, the Company announced record sales of $40.8 million and completed its $47.0 million initial public offering of common stock. Sales for the quarter were $40.8 million, representing a 58.5% sequential increase from sales of $25.8 million for the quarter ended December 31, 2003, and a 131.7% year-over-year increase from sales of $17.6 during the quarter ended March 31, 2003. The Company reported $1.4 million of net income for the quarter ended March 31, 2004 compared to net income of $0.7 million for the quarter ended December 31, 2003, and a net loss of ($0.4) million in the quarter ended March 31, 2003. On a fully-diluted basis, this equates to $0.13 of earnings per share in the first quarter of 2004, compared to $0.06 of earnings per share in the quarter ended December 31, 2003, and a loss of ($0.04) per share in the quarter ended March 31, 2003. Clarence Granger, UCT's President and Chief Executive Officer, commented on the first quarter results: "We are extremely pleased with UCT's first quarter revenues and net income. Our growth rate during the quarter eclipsed that of the broader semiconductor capital equipment industry and we were able to achieve a record level of revenues. Our revenues have more than doubled over the last two quarters, as we have continued to gain market share with our customers, and we expect our gross margins to improve as we better utilize the resources we have put in place to support these customers." Net income for the first quarter included a $545,000 charge associated with the repurchase of the Series A Senior Notes held by members of the UCT management team. On a non-GAAP basis, excluding this non-recurring charge, first quarter 2004 net income would have been $1.7 million and net earnings per diluted share would have been $0.16. The repurchase of the Series A Senior Notes was completed using proceeds from the Company's initial public offering of common stock, and the associated charge is not representative of ongoing operations. Gross margin in the first quarter was 14.9%. As expected, this was down from the 15.8% gross margin recorded in the fourth quarter of 2003, and significantly higher than the 7.8% gross margin recorded during the first quarter of 2003. The gross margin decline during the first quarter of 2004 was driven primarily by inefficiencies associated with the rapid ramp in manufacturing, as quarterly revenues grew from $16.7 million to $40.8 million over two quarters. Gross margins are expected to improve as the Company recaptures efficiencies and recently-added resources become more productive. Operating income for the first quarter was $2.7 million, representing a 55.5% sequential increase from operating income of $1.8 million for the quarter ended December 31, 2003 and a $2.9 million year-over-year increase from an operating loss of $0.2 million in the quarter ended March 31, 2003. On a non-GAAP basis, excluding the non-recurring charge mentioned above, operating income for the first quarter of 2004 would have been $3.3 million, representing an 83.4% sequential increase from the quarter ended December 31, 2003. UCT successfully completed its initial public offering of common stock on March 25, 2004, raising $39.1 million of net proceeds for the Company after underwriters' fees. These proceeds, which appear on the March 31, 2004 balance sheet as an account receivable for subscribed stock, were received in April 2004 and were used in part to repay the Company's $30.6 million of Series A Senior Notes plus accrued interest. The redemption of the Series A Senior Notes leaves the Company's balance sheet free of any debt obligations. During the first quarter, the Company also increased its cash balance by $1.2 million, from $6.0 million at December 31, 2003 to $7.2 million at March 31, 2004. Among the additional highlights of the first quarter: -- the Company expanded its Austin facility's clean room space by more than 40%, substantially increasing revenue capacity -- the Company completed the transition of all manufacturing for a key customer to its Portland facility -- the Company shipped its first catalytic steam generator based on its proprietary CSGS technology to a new customer -- the Company received its first order for a subassembly module outside of the gas-delivery systems market from a key customer Mr. Granger commented on UCT's recent IPO: "We are also very pleased with the success of our initial public offering. The proceeds from the IPO were used to repay all of UCT's outstanding debt, which significantly improved the Company's balance sheet. I would like to thank our employees for their dedication and hard work, our customers for their commitment to UCT, and our new investors for their show of confidence in our business model and our team." Outlook Commenting on UCT's corporate outlook, Granger noted, "We are both confident in and well positioned to capitalize on the current semiconductor industry upturn, and we have invested in the resources we will need to meet the increasing demands of our customers. We expect our sales to increase between 10% and 20% in the second quarter, and we anticipate substantial gross margin improvement as we continue to improve the efficiency of our expanded workforce. We anticipate net income of between $2.5 million and $2.9 million during the second quarter of 2004. Overall, we continue to look forward to a record-setting operating performance at UCT during 2004." GAAP v. non-GAAP Results The financial measures set forth above which present net income and earnings per share excluding an unusual charge, are not in accordance with Accounting Principles Generally Accepted in the United States of America (GAAP). The Company believes that these non-GAAP financial measures provide further insight into the results of ongoing operations and enhance the comparability of those results to results in prior periods, because they assist shareholders in understanding the effects of unusual charges on the quarter's results. Safe Harbor Statement The foregoing information contains, or may be deemed to contain, "forward- looking statements" (as defined in the U.S. 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," "believes," "plans," "expects," "future,"' "intends," "may," "will," "should," "estimates," "predicts," "potential," "continue" and similar expressions to identify these forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, you should not rely on forward-looking statements, as there are or will be important factors that could cause our actual results, as well as those of the markets we serve, levels of activity, performance, achievements and prospects to differ materially from the results predicted or implied by these forward- looking statements. These risks, uncertainties and other factors include, among others, those identified in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in our S-1 registration statement 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. About Ultra Clean Holdings, Inc. Ultra Clean Holdings, Inc. is a developer and supplier of critical subsystems for the semiconductor capital equipment industry, focusing on gas delivery systems. Ultra Clean offers its customers a complete outsourced solution for gas delivery systems, improved design-to-delivery cycle times, component neutral design and manufacturing and component testing capabilities. Ultra Clean's customers are primarily original equipment manufacturers of semiconductor capital equipment. The Company is headquartered in Menlo Park, California. Additional information is available at www.uct.com. ULTRA CLEAN HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (Unaudited) December 31, March 31, 2003 2004 ASSETS Current assets: Cash $6,035 $7,235 Accounts receivable, subscribed stock -- 39,060 Accounts receivable 11,724 19,679 Inventories 9,123 15,064 Deferred income taxes 1,802 2,013 Prepaid expenses and other 210 224 Total current assets 28,894 83,275 Equipment and leasehold improvements, net 3,573 3,556 Goodwill 6,617 6,617 Tradename 8,987 8,987 Deferred income taxes 1,731 1,617 Other non-current assets 353 359 Total assets $50,155 $104,411 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable 9,805 22,354 Accrued expenses and other liabilities 1,459 4,510 Income taxes payable -- 1,301 Capital lease obligations, current portion 111 126 Total current liabilities 11,375 28,291 Capital lease obligations and other liabilities 447 509 Series A Senior Notes to related parties, net of deferred Compensation of $580 and $0, respectively 30,013 30,593 Total liabilities 41,835 59,393 Commitments and contingencies Stockholders' equity: Common stock -- $0.001 par value, authorized 90,000,000; issued and outstanding, 10,245,395 and 16,307,895 shares, respectively 10,377 46,074 Deferred stock-based compensation (316) (728) Accumulated deficit (1,741) (328) Total stockholders' equity 8,320 45,018 Total liabilities and stockholders' equity $50,155 $104,411 ULTRA CLEAN HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three months ended March 31, 2003 2004 Sales $17,626 $40,837 Cost of goods sold 16,245 34,756 Gross profit 1,381 6,081 Operating expenses: Research and development 259 552 Sales and marketing 471 704 General and administrative 755 1,476 Stock based compensation 67 604 Total operating expenses 1,552 3,336 Income (loss) from operations (171) 2,745 Other income (expense) Interest expense and other, net (405) (390) Income (loss) before income taxes (576) 2,355 Income tax (provision) benefit 132 942 Net income (loss) $(444) $1,413 Net income (loss) per share: Basic (0.04) 0.14 Diluted (0.04) 0.13 Shares used in computing net income (loss) per share: Basic 9,977 10,110 Diluted 9,977 10,965 SOURCE Ultra Clean Holdings, Inc. -0- 04/29/2004 /CONTACT: Kevin Griffin, Chief Financial Officer of Ultra Clean Technology, +1-650-323-4100, or kgriffin@uct.com/ /Web site: http://www.uct.com / (UCTT) CO: Ultra Clean Holdings, Inc. 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