8-K

UNITED STATES 

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 22, 2015

ULTRA CLEAN HOLDINGS, INC. 

(Exact Name of Registrant 

as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50646  (Commission File Number)	61-1430858  (IRS Employer Identification No.)
26462 CORPORATE AVENUE, HAYWARD, CA  (Address of Principal Executive Offices)	94545  (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 22, 2015, Ultra Clean Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 25, 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 October 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:	October 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 October 22, 2015

EX-99.1

Exhibit 99.1

Press Release Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Third Quarter 2015 Financial Results

Company completes acquisition of Miconex; opening new markets

HAYWARD, Calif., October 22, 2015, 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 third quarter ended September 25, 2015.

The Company reported revenue of $122.8 million for the third quarter of 2015, an increase of 4.5% compared to the second quarter of 2015, and a 4.9% increase compared to the same period a year ago. Net income was $1.7 million, or $0.05 per diluted share, for the third quarter of 2015, and $3.1 million, or $0.10 per diluted share, after excluding pre-tax intangible asset amortization charges of $1.6 million and $0.4 million of costs related to the acquisition of Miconex. The Company ended the quarter with a decrease in cash of $16.8 million compared to the prior quarter due primarily to the acquisition of Miconex.

“Global demand for our products this quarter was influenced by the beginning of the industry-wide semiconductor pullback,” said Jim Scholhamer, UCT’s Chief Executive Officer. “With the addition of our second accretive acquisition in the last three quarters, we are adding important manufacturing capabilities to our growing portfolio to position us to outpace the semiconductor equipment market when the ramp of next-generation technologies begins.”

Semiconductor equipment revenue for the third quarter of 2015 was 92.0% of total revenue, compared to 93.9% for the second quarter of 2015 and 82.6% for the third quarter of 2014. Revenue outside the U.S. accounted for 35.6% of total revenue for the third quarter of 2015 compared to 32.6% and 30.7% in the prior quarter and same quarter of the previous year, respectively. Gross margin for the third quarter of 2015 was 15.4% compared to 16.0% in second quarter of 2015 and 8.8% in the third quarter of 2014.

The Company recorded net income of $1.7 million, or $0.05 per share (basic and diluted), in the third quarter of 2015 compared to net income of $2.2 million, or $0.07 per share (basic and diluted), in the previous quarter and net loss of $5.3 million, or $0.18 per share (basic and diluted), for the third quarter of 2014. Net income for the third quarter of 2015 includes pre-tax charges for intangible asset amortization costs of $1.6 million and $0.4 million cost related to the acquisition of Miconex. Net income for the second quarter of 2015 included pre-tax charges for intangible asset amortization costs of $1.4 million. Net income for the third quarter of 2014 included pre-tax intangible asset amortization costs of $1.2 million. Excluding these charges, the Company’s earnings were $0.10 per diluted share for the third quarter of 2015, $0.10 per diluted share for the second quarter of 2015 and loss of $0.14 per share for the third quarter of 2014.

Cash and cash equivalents at the end of the third quarter of 2015 was $59.8 million, a decrease of $16.8 million over the prior quarter and a decrease of $19.2 million from the end of fiscal year 2014. Outstanding debt was $76.9 million at the end of the third quarter of 2015, an increase of $2.5 million from the prior quarter and an increase of $28.8 million from the end of fiscal year 2014.

Fourth Quarter 2015 Outlook

The Company expects revenue to be in the range between $98.0 million to $103.0 million and diluted loss per share in the range of ($0.08) to ($0.05) based on an effective tax rate of 28%. Excluding intangible asset amortization costs of $1.6 million, the Company expects diluted loss per share to be in the range of ($0.04) to ($0.01).

Conference Call

Ultra Clean will conduct a conference call today, Thursday, October 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: 51749579 (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 2015 revenue and earnings per share and our forecasted tax rate for the fourth quarter of fiscal 2015, as well as our anticipated competitive position, trends in our industries and and the impact of recent acquisitions on our results. 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 and quarterly report on Form 10-Q for the quarter ended June 26, 2015, each 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						Nine months ended
	September 25,			September 26,			September 25,			September 26,
	2015			2014			2015			2014
Sales	$	122,816		$	117,041		$	365,683		$	393,942
Cost of goods sold		103,868			106,734			307,994			339,172
Gross profit		18,948			10,307			57,689			54,770
Operating expenses:
Research and development		2,352			1,806			7,319			5,371
Sales and marketing		2,844			2,493			8,494			7,746
General and administrative		10,673			9,971			32,721			28,395
Total operating expenses		15,869			14,270			48,534			41,512
Income from operations		3,079			(3,963	)		9,155			13,258
Interest and other income (expense), net		(756	)		(437	)		(2,071	)		(1,520	)
Income before provision for income taxes		2,323			(4,400	)		7,084			11,738
Income tax provision		647			862			2,028			3,913
Net income	$	1,676		$	(5,262	)	$	5,056		$	7,825
Net income per share:
Basic	$	0.05		$	(0.18	)	$	0.16		$	0.27
Diluted	$	0.05		$	(0.18	)	$	0.16		$	0.26
Shares used in computing net income per share:
Basic		31,993			29,477			31,359			29,242
Diluted		32,155			29,477			31,653			29,912

ULTRA CLEAN HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 (Unaudited; in thousands, except share amounts)

	September 25,		December 26,
	2015		2014
ASSETS
Current assets:
Cash and cash equivalents	$	59,783	$	78,997
Accounts receivable, net of allowance		57,534		61,817
Inventory		75,564		56,850
Other current assets		12,498		10,783
Total current assets		205,379		208,447
Equipment and leasehold improvements, net		16,968		10,841
Goodwill		84,495		55,918
Purchased intangibles, net		44,952		16,824
Other non-current assets		4,312		4,112
Total assets	$	356,106	$	296,142
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank borrowings	$	11,207	$	9,541
Accounts payable		47,503		48,944
Other current liabilities		11,815		7,683
Total current liabilities		70,525		66,168
Bank debt and other long-term liabilities		70,742		41,422
Total liabilities		141,267		107,590
Stockholders’ equity:
Common stock		171,085		149,834
Retained earnings		43,754		38,718
Total stockholders’ equity		214,839		188,552
Total liabilities and stockholders’ equity	$	356,106	$	296,142