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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): July 25, 2024

UCT Logo.jpg
Ultra Clean Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)


Delaware000-5064661-1430858
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
26462 Corporate Avenue
Hayward, California

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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par valueUCTTThe Nasdaq Global Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02 Results of Operations and Financial Condition.
On July 25, 2024, Ultra Clean Holdings, Inc. (“UCT,” the “Company” or “We”) issued a press release announcing its financial results for its second fiscal quarter ended June 28, 2024. 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

ExhibitExhibit Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 thereunto duly authorized.
ULTRA CLEAN HOLDINGS, INC.
Date:July 25, 2024By:/s/ Paul Y. Cho
Name: Paul Y. Cho
Title: General Counsel and Corporate Secretary



Exhibit 99.1
Press Release
Source: Ultra Clean Holdings, Inc.

Ultra Clean Reports Second Quarter 2024 Financial Results

HAYWARD, Calif., July 25, 2024 /PRNewswire/ Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the second quarter ended June 28, 2024.

“UCT executed well in Q2 due to ongoing strength in demand from the domestic China market and customers supplying High Bandwidth Memory and equipment supporting advanced packaging for AI applications,” said Jim Scholhamer, CEO, “UCT’s broad portfolio and strategic footprint are supporting our customers’ technology roadmaps in 2024 and will enable us to accelerate growth as the market strengthens.”

Second Quarter 2024 GAAP Financial Results
Total revenue was $516.1 million. Products contributed $452.7 million and Services added $63.4 million. Total gross margin was 17.1%, operating margin was 4.4%, and net income was $19.1 million or $0.42 per diluted share. This compares to total revenue of $477.7 million, gross margin of 17.3%, operating margin of 3.6%, and net loss of $(9.4) million or $(0.21) per diluted share, in the prior quarter.

Second Quarter 2024 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 17.7%, operating margin was 6.9%, and net income was $14.4 million or $0.32 per diluted share. This compares to gross margin of 17.9%, operating margin of 6.5%, and net income of $12.1 million or $0.27 per diluted share in the prior quarter.

Third Quarter 2024 Outlook
The Company expects revenue in the range of $490 million to $540 million. The Company expects GAAP diluted net income (loss) per share to be between $(0.07) and $0.13 and non-GAAP diluted net income per share to be between $0.22 and $0.42.

Conference Call
The conference call and webcast will take place on Thursday, July 25, 2024 at 1:45 p.m. PT and can be accessed by dialing 1-800-836-8184 or 1-646-357-8785. No passcode is required. A replay of the call will be available by dialing 1-888-660-6345 or 1-646-517-4150 and entering the confirmation code 53952#. The Webcast will be available on the Investor Relations section of the Company's website at http://uct.com/investors/events/.








About Ultra Clean Holdings, Inc.
Ultra Clean Holdings, Inc. is a leading developer and supplier of critical subsystems, components, parts, and ultra-high purity cleaning and analytical services, primarily for the semiconductor industry. Under its Products division, UCT offers its customers an integrated outsourced solution for major subassemblies, improved design-to-delivery cycle times, design for manufacturability, prototyping, and high-precision manufacturing. Under its Services Division, UCT offers its customers tool chamber parts cleaning and coating, as well as micro-contamination analytical services. Ultra Clean is headquartered in Hayward, California. Additional information is available at www.uct.com.

Use of Non-GAAP Measures
In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America ("GAAP"), management uses non-GAAP gross margin, non-GAAP operating margin and non-GAAP net income to evaluate the Company's operating and financial results. We believe the presentation of non-GAAP results is useful to investors for analyzing our core business and business trends and comparing performance to prior periods, along with enhancing investors' ability to view the Company's results from management's perspective. The presentation of this additional information should not be considered a substitute for results prepared in accordance with GAAP. Tables presenting reconciliations from GAAP results to non-GAAP results are included at the end of this press release.

The Company defines non-GAAP net income as net loss before amortization of intangible assets, stock-based compensation, restructuring charges, acquisition activity costs, fair value adjustments, debt refinancing costs and the tax effects of the foregoing adjustments.

A reconciliation of our guidance for non-GAAP net income per diluted share for the subsequent quarter is not available due to fluctuations in the geographic mix of our earnings from quarter to quarter, which impacts our tax rate and cannot be reasonably predicted or determined. As a result, such reconciliation is not available without unreasonable efforts and we are unable to determine the probable significance of the unavailable information.

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,” “outlook,” “forecast,” "believes," "plan," "expect," "future," "intends," "may," "will," "estimates," “see,” "predicts," “should” and similar expressions to identify these forward-looking statements. Forward looking statements included in this press release include our expectations about the semiconductor capital equipment market and outlook. 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 29, 2023, 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:
Rhonda Bennetto
SVP Investor Relations
rbennetto@uct.com



 ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited; in millions, except per share data)
Three Months Ended Six Months Ended
June 28, 2024June 30, 2023June 28, 2024June 30, 2023
Revenues:
Product$452.7 $362.5 $871.2 $731.1 
Services63.4 59.0 122.7 123.7 
Total revenues516.1 421.5 993.9 854.8 
Cost of revenues:
Product383.9 311.1 738.0 626.2 
Services43.7 42.3 84.8 87.5 
Total cost revenues427.6 353.4 822.8 713.7 
Gross margin88.5 68.1 171.1 141.1 
Operating expenses:
Research and development7.1 7.2 14.1 14.3 
Sales and marketing14.8 12.7 28.5 25.8 
General and administrative43.7 35.6 88.3 76.0 
Total operating expenses65.6 55.5 130.9 116.1 
Income from operations22.9 12.6 40.2 25.0 
Interest income1.4 0.8 2.8 1.3 
Interest expense(11.7)(11.8)(23.9)(23.6)
Other income (expense), net17.4 (1.5)13.5 1.3 
Income before provision for income taxes30.0 0.1 32.6 4.0 
Provision for income taxes8.5 8.3 18.4 11.8 
Net income (loss)21.5 (8.2)14.2 (7.8)
Less: Net income attributable to noncontrolling interests2.4 1.2 4.5 5.0 
Net income (loss) attributable to UCT$19.1 $(9.4)$9.7 $(12.8)
Net income (loss) per share attributable to UCT common stockholders:
Basic$0.43 $(0.21)$0.22 $(0.29)
Diluted$0.42 $(0.21)$0.21 $(0.29)
Shares used in computing net income (loss) per share:
Basic44.9 44.7 44.7 44.8 
Diluted45.4 44.7 45.3 44.8 




ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)
June 28, 2024December 29, 2023
ASSETS
Current assets:
Cash and cash equivalents$319.5 $307.0 
Accounts receivable, net of allowance for credit losses206.9 180.8 
Inventories399.9 374.5 
Prepaid expenses and other current assets34.5 30.9 
Total current assets960.8 893.2 
Property, plant and equipment, net326.6 328.3 
Goodwill265.2 265.2 
Intangible assets, net200.0 215.3 
Deferred tax assets, net3.1 3.1 
Operating lease right-of-use assets161.3 151.7 
Other non-current assets10.3 10.9 
Total assets$1,927.3 $1,867.7 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank borrowings$16.3 $17.6 
Accounts payable229.0 192.9 
Accrued compensation and related benefits49.2 47.7 
Operating lease liabilities18.7 18.1 
Other current liabilities38.2 33.7 
Total current liabilities351.4 310.0 
Bank borrowings, net of current portion478.3 461.2 
Deferred tax liabilities18.9 19.0 
Operating lease liabilities152.4 143.0 
Other liabilities14.6 37.3 
Total liabilities1,015.6 970.5 
Equity:
UCT stockholders’ equity:
Common stock 503.3 496.6 
Retained earnings356.4 346.7 
Accumulated other comprehensive loss(7.4)(4.4)
Total UCT stockholders' equity852.3 838.9 
Noncontrolling interests59.4 58.3 
Total equity911.7 897.2 
Total liabilities and equity$1,927.3 $1,867.7 



ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
Six Months Ended
June 28,
2024		June 30,
2023
Cash flows from operating activities:
Net income (loss)$14.2 $(7.8)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization22.7 18.2 
Amortization of intangible assets15.3 11.4 
Stock-based compensation8.0 4.7 
Amortization of debt issuance costs1.9 1.9 
Change in the fair value of financial instruments(22.6)(0.2)
Deferred income taxes(0.5)(0.6)
Loss (gain) on sale of property, plant and equipment0.1 (0.4)
Changes in assets and liabilities:
Accounts receivable(26.1)75.1 
Inventories(25.4)45.1 
Prepaid expenses and other current assets(1.5)5.2 
Other non-current assets0.7 (0.3)
Accounts payable41.4 (62.6)
Accrued compensation and related benefits1.5 (12.5)
Income taxes payable1.4 (4.3)
Operating lease assets and liabilities0.5 (2.9)
Other liabilities1.4 (5.6)
Net cash provided by operating activities33.0 64.4 
Cash flows from investing activities:
Purchases of property, plant and equipment(31.0)(47.0)
Proceeds from sale of equipment0.1 0.5 
Net cash used in investing activities(30.9)(46.5)
Cash flows from financing activities:
Proceeds from bank borrowings67.7 — 
Proceeds from issuance of common stock0.9 — 
Extinguishment of debt(44.2)— 
Principal payments on bank borrowings(7.1)(30.9)
Payment of debt issuance costs(2.5)— 
Employees' taxes paid upon vesting of restricted stock units(2.2)(2.2)
Payments of dividends to a joint venture shareholder(0.1)(0.1)
Repurchase of shares— (23.7)
Net cash provided by (used in) financing activities12.5 (56.9)
Effect of exchange rate changes on cash and cash equivalents(2.1)1.0 
Net increase (decrease) in cash and cash equivalents12.5 (38.0)
Cash and cash equivalents at beginning of period307.0 358.8 
Cash and cash equivalents at end of period$319.5 $320.8 



ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in millions)
GAAPNon-GAAP
Three Months EndedThree Months Ended
June 28, 2024June 28, 2024
ProductsServicesConsolidatedProductsServicesConsolidated
Revenues$452.7$63.4$516.1$452.7$63.4$516.1
Gross profit$68.8$19.7$88.5$70.8$20.7$91.5
Gross margin15.2 %31.1 %17.1 %15.6 %32.7 %17.7 %
Income from operations$18.8$4.1$22.9$28.2$7.5$35.7
Operating margin4.2 %6.5 %4.4 %6.2 %11.8 %6.9 %
Three Months Ended
June 28, 2024
ProductsServicesConsolidated
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis$68.8$19.7$88.5
Amortization of intangible assets (1)1.31.02.3
Stock-based compensation expense (2)0.5—0.5
Restructuring charges (3)0.2—0.2
Non-GAAP gross profit$70.8$20.7$91.5
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis15.2 %31.1 %17.1 %
Amortization of intangible assets (1)0.3 %1.6 %0.5 %
Stock-based compensation expense (2)0.1 %— %0.1 %
Restructuring charges (3)0.0 %— %0.0 %
Non-GAAP gross margin15.6 %32.7 %17.7 %
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis$18.8$4.1$22.9
Amortization of intangible assets (1)4.72.97.6
Stock-based compensation expense (2)4.20.54.7
Restructuring charges (3)0.5—0.5
Non-GAAP income from operations$28.2$7.5$35.7
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis4.2 %6.5 %4.4 %
Amortization of intangible assets (1)1.0 %4.5 %1.5 %
Stock-based compensation expense (2)0.9 %0.8 %0.9 %
Restructuring charges (3)0.1 %— %0.1 %
Non-GAAP operating margin6.2 %11.8 %6.9 %
1 Amortization of intangible assets related to the Company's business acquisitions
2 Represents compensation expense for stock granted to employees and directors
3 Represents severance, retention and costs related to facility closures



ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
Three Months Ended
June 28, 2024June 30, 2023March 29, 2024
Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (in millions)
Reported net income (loss) attributable to UCT on a GAAP basis$19.1$(9.4)$(9.4)
Amortization of intangible assets (1)7.65.57.7
Stock-based compensation expense (2)4.71.33.9
Restructuring charges (3)0.52.41.8
Acquisition related costs (4)—0.10.3
Fair value related adjustments (5)(24.1)1.61.3
Debt refinancing costs expensed (6)3.6——
Legal-related costs (7)—(0.9)—
Income tax effect of non-GAAP adjustments (8)1.9(1.6)(3.0)
Income tax effect of valuation allowance (9)1.18.19.5
Non-GAAP net income attributable to UCT$14.4$7.1$12.1
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis$22.9$12.6$17.3
Amortization of intangible assets (1)7.65.57.7
Stock-based compensation expense (2)4.71.33.9
Restructuring charges (3)0.52.41.8
Acquisition related costs (4)—0.10.3
Legal-related costs (7)—(0.9)—
Non-GAAP income from operations$35.7$21.0$31.0
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis4.4 %3.0 %3.6 %
Amortization of intangible assets (1)1.5 %1.3 %1.6 %
Stock-based compensation expense (2)0.9 %0.3 %0.8 %
Restructuring charges (3)0.1 %0.6 %0.4 %
Acquisition related costs (4)— %0.0 %0.1 %
Legal-related costs (7)— %(0.2)%— %
Non-GAAP operating margin6.9 %5.0 %6.5 %
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis$88.5$68.1$82.6
Amortization of intangible assets (1)2.31.52.3
Stock-based compensation expense (2)0.50.50.6
Restructuring charges (3)0.20.4—
Non-GAAP gross profit$91.5$70.5$85.5
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis17.1 %16.2 %17.3 %
Amortization of intangible assets (1)0.5 %0.3 %0.5 %



Stock-based compensation expense (2)0.1 %0.1 %0.1 %
Restructuring charges (3)0.0 %0.1 %— %
Non-GAAP gross margin17.7 %16.7 %17.9 %
Reconciliation of GAAP Other income (expense), net to Non-GAAP Other income (expense), net (in millions)
Reported Other income (expense), net on a GAAP basis$17.4$(1.5)$(3.8)
Fair value related adjustments (5)(24.1)2.91.3
Debt refinancing costs expensed (6)3.6——
Non-GAAP Other income (expense), net$(3.1)$1.4$(2.5)
Reconciliation of GAAP Income (Loss) Per Diluted Share to Non-GAAP Earnings Per Diluted Share
Reported net income (loss) on a GAAP basis$0.42$(0.21)$(0.21)
Amortization of intangible assets (1)0.170.120.17
Stock-based compensation expense (2)0.100.030.09
Restructuring charges (3)0.010.050.04
Acquisition related costs (4)—0.010.01
Fair value related adjustments (5)(0.53)0.040.03
Debt refinancing costs expensed (6)0.08——
Legal-related costs (7)—(0.02)—
Income tax effect of non-GAAP adjustments (8)0.04(0.04)(0.07)
Income tax effect of valuation allowance (9)0.030.180.21
Non-GAAP net earnings$0.32$0.16$0.27
Weighted average number of diluted shares (in millions) on a non-GAAP basis45.445.045.1
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE
Three Months Ended
June 28, 2024June 30, 2023March 29, 2024
Provision for income taxes on a GAAP basis$8.5 $8.3 $9.9 
Income tax effect of non-GAAP adjustments (8)(1.9)1.6 3.0 
Income tax effect of valuation allowance (9)(1.1)(8.1)(9.5)
Non-GAAP provision for income taxes$5.5 $1.8 $3.4 
Income before income taxes on a GAAP basis$30.0 $0.1 $2.7 
Amortization of intangible assets (1)7.6 5.5 7.7 
Stock-based compensation expense (2)4.7 1.3 3.9 
Restructuring charges (3)0.5 2.4 1.8 
Acquisition related costs (4)— 0.1 0.3 
Fair value related adjustments (5)(24.1)2.9 1.3 
Debt refinancing costs expensed (6)3.6 — — 
Legal-related costs (7)— (0.9)— 
Non-GAAP income before income taxes$22.3 $12.3 $17.7 
Effective income tax rate on a GAAP basis28.3 %8300.0 %366.7 %
Non-GAAP effective income tax rate24.7 %14.8 %19.7 %



1 Amortization of intangible assets related to the Company's business acquisitions
2 Represents compensation expense for stock granted to employees and directors
3 Represents severance, retention and costs related to facility closures
4 Represents acquisition activity costs
5 Fair value adjustments related to contingent consideration and intercompany loan related to an acquisition, net of $1.3 million loss attributable to noncontrolling interest
6 Represents the third party transaction costs related to the amended credit agreement and the previously capitalized costs of extinguished debt
7 Represents estimated costs related to certain legal proceedings
8 Tax effect of items (1) through (7) above based on the non-GAAP tax rate
9 The Company's GAAP tax expense is generally higher than the Company's non-GAAP tax expense, primarily due to losses in the U.S. with full federal and state valuation allowances. The Company's non-GAAP tax rate and resulting non-GAAP tax expense considers the tax implications as if there was no federal or state valuation allowance position in effect


v3.24.2
Cover
Jul. 25, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 25, 2024
Entity Registrant Name Ultra Clean Holdings, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-50646
Entity Tax Identification Number 61-1430858
Entity Address, Address Line One 26462 Corporate Avenue
Entity Address, City or Town Hayward
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94545
City Area Code 510
Local Phone Number 576-4400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol UCTT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001275014
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