false000127501400012750142024-03-062024-03-06

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): May 6, 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 May 6, 2024, Ultra Clean Holdings, Inc. (“UCT,” the “Company” or “We”) issued a press release announcing its financial results for its first fiscal quarter ended March 29, 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:May 6, 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 First Quarter 2024 Financial Results

HAYWARD, Calif., May 6, 2024 /PRNewswire/ Ultra Clean Holdings, Inc. (Nasdaq: UCTT), today reported its financial results for the first quarter ended March 29, 2024.

“UCT’s first quarter revenue and earnings came in above midpoint due to pockets of strength in shipments related to High Bandwidth Memory and advanced packaging supporting AI as well as the operational efficiencies associated with those shipments.” said Jim Scholhamer. "While not a clear sign of a broader industry recovery right now, we anticipate these areas remaining strong.”

First Quarter 2024 GAAP Financial Results
Total revenue was $477.7 million. Products contributed $418.5 million and Services added $59.2 million. Total gross margin was 17.3%, operating margin was 3.6%, and net loss was $(9.4) million or $(0.21) per diluted share. This compares to total revenue of $444.8 million, gross margin of 16.0%, operating margin of 1.0%, and net loss of $(3.8) million or $(0.08) per diluted share, in the prior quarter.

First Quarter 2024 Non-GAAP Financial Results
On a non-GAAP basis, gross margin was 17.9%, operating margin was 6.5%, and net income was $12.1 million or $0.27 per diluted share. This compares to gross margin of 16.7%, operating margin of 5.2%, and net income of $8.5 million or $0.19 per diluted share in the prior quarter.

Second Quarter 2024 Outlook
The Company expects revenue in the range of $465 million to $515 million. The Company expects GAAP diluted net loss per share to be between $(0.13) and $0.07 and non-GAAP diluted net income per share to be between $0.16 and $0.36.

Conference Call
The conference call and webcast will take place on Monday, May 6, 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 78395#. 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, legal-related 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
March 29, 2024March 31, 2023
Revenues:
Product$418.5 $368.6 
Services59.2 64.7 
Total revenues477.7 433.3 
Cost of revenues:
Product354.0 315.1 
Services41.1 45.2 
Total cost revenues395.1 360.3 
Gross margin82.6 73.0 
Operating expenses:
Research and development7.0 7.1 
Sales and marketing13.7 13.1 
General and administrative44.6 40.4 
Total operating expenses65.3 60.6 
Income from operations17.3 12.4 
Interest income1.4 0.5 
Interest expense(12.2)(11.8)
Other income (expense), net(3.8)2.8 
Income before provision for income taxes2.7 3.9 
Provision for income taxes9.9 3.5 
Net income (loss)(7.2)0.4 
Less: Net income attributable to noncontrolling interests2.2 3.8 
Net loss attributable to UCT$(9.4)$(3.4)
Net loss per share attributable to UCT common stockholders:
Basic$(0.21)$(0.08)
Diluted$(0.21)$(0.08)
Shares used in computing net loss per share:
Basic44.6 44.8 
Diluted44.6 44.8 




ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited; in millions)
March 29, 2024December 29, 2023
ASSETS
Current assets:
Cash and cash equivalents$293.0 $307.0 
Accounts receivable, net of allowance for credit losses194.5 180.8 
Inventories388.1 374.5 
Prepaid expenses and other current assets33.1 30.9 
Total current assets908.7 893.2 
Property, plant and equipment, net329.2 328.3 
Goodwill265.2 265.2 
Intangible assets, net207.6 215.3 
Deferred tax assets, net3.3 3.1 
Operating lease right-of-use assets163.4 151.7 
Other non-current assets10.2 10.9 
Total assets$1,887.6 $1,867.7 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Bank borrowings$17.0 $17.6 
Accounts payable215.7 192.9 
Accrued compensation and related benefits37.1 47.7 
Operating lease liabilities18.3 18.1 
Other current liabilities41.3 33.7 
Total current liabilities329.4 310.0 
Bank borrowings, net of current portion458.2 461.2 
Deferred tax liabilities18.9 19.0 
Operating lease liabilities153.4 143.0 
Other liabilities38.6 37.3 
Total liabilities998.5 970.5 
Equity:
UCT stockholders’ equity:
Common stock 500.1 496.6 
Retained earnings337.3 346.7 
Accumulated other comprehensive loss(6.5)(4.4)
Total UCT stockholders' equity830.9 838.9 
Noncontrolling interests58.2 58.3 
Total equity889.1 897.2 
Total liabilities and equity$1,887.6 $1,867.7 



ULTRA CLEAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in millions)
Three Months Ended
March 29,
2024		March 31,
2023
Cash flows from operating activities:
Net income (loss)$(7.2)$0.4 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization11.5 8.9 
Amortization of intangible assets7.7 5.8 
Stock-based compensation3.5 3.7 
Change in the fair value of financial instruments1.8 0.2 
Amortization of debt issuance costs1.0 1.0 
Deferred income taxes(0.7)(0.6)
Changes in assets and liabilities:
Accounts receivable(13.7)63.4 
Inventories(13.6)10.9 
Prepaid expenses and other current assets(0.8)6.3 
Other non-current assets0.7 (1.7)
Accounts payable25.1 (50.5)
Accrued compensation and related benefits(10.6)(14.7)
Income taxes payable2.1 (1.6)
Operating lease assets and liabilities(1.1)(0.3)
Other liabilities4.1 (3.2)
Net cash provided by operating activities9.8 28.0 
Cash flows from investing activities:
Purchases of property, plant and equipment(18.0)(27.3)
Proceeds from sale of equipment0.1 — 
Net cash used in investing activities(17.9)(27.3)
Cash flows from financing activities:
Principal payments on bank borrowings(4.5)(22.0)
Repurchase of shares— (14.2)
Net cash used in financing activities(4.5)(36.2)
Effect of exchange rate changes on cash and cash equivalents(1.4)(1.2)
Net decrease in cash and cash equivalents(14.0)(36.7)
Cash and cash equivalents at beginning of period307.0 358.8 
Cash and cash equivalents at end of period$293.0 $322.1 



ULTRA CLEAN HOLDINGS, INC.
REPORTABLE SEGMENTS
GAAP TO NON-GAAP RECONCILIATION
(Unaudited; dollars in millions)
GAAPNon-GAAP
Three Months EndedThree Months Ended
March 29, 2024March 29, 2024
ProductsServicesConsolidatedProductsServicesConsolidated
Revenues$418.5 $59.2 $477.7 $418.5 $59.2 $477.7 
Gross profit$64.5 $18.1 $82.6 $66.4 $19.1 $85.5 
Gross margin15.4 %30.6 %17.3 %15.8 %32.3 %17.9 %
Income from operations$14.7 $2.6 $17.3 $25.0 $6.0 $31.0 
Operating margin3.5 %4.4 %3.6 %6.0 %10.1 %6.5 %
Three Months Ended
March 29, 2024
ProductsServicesConsolidated
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis$64.5 $18.1 $82.6 
Amortization of intangible assets (1)1.3 1.0 2.3 
Stock-based compensation expense (2)0.6 — 0.6 
Non-GAAP gross profit$66.4 $19.1 $85.5 
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis15.4 %30.6 %17.3 %
Amortization of intangible assets (1)0.3 %1.7 %0.5 %
Stock-based compensation expense (2)0.1 %— %0.1 %
Non-GAAP gross margin15.8 %32.3 %17.9 %
Reconciliation of GAAP Income (loss) from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis$14.7 $2.6 $17.3 
Amortization of intangible assets (1)4.8 2.9 7.7 
Stock-based compensation expense (2)3.4 0.5 3.9 
Restructuring charges (3)1.8 — 1.8 
Acquisition-related costs (4)0.3 — 0.3 
Non-GAAP income from operations$25.0 $6.0 $31.0 
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis3.5 %4.4 %3.6 %
Amortization of intangible assets (1)1.1 %4.9 %1.6 %
Stock-based compensation expense (2)0.8 %0.8 %0.8 %
Restructuring charges (3)0.5 %— %0.4 %
Acquisition-related costs (4)0.1 %— %0.1 %
Non-GAAP operating margin6.0 %10.1 %6.5 %
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




ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP ADJUSTED RESULTS
Three Months Ended
March 29, 2024March 31, 2023December 29, 2023
Reconciliation of GAAP Net Loss to Non-GAAP Net Income (in millions)
Reported net loss attributable to UCT on a GAAP basis$(9.4)$(3.4)$(3.8)
Amortization of intangible assets (1)7.7 5.8 7.2 
Stock-based compensation expense (2)3.9 3.7 3.6 
Restructuring charges (3)1.8 0.2 3.4 
Acquisition related costs (4)0.3 — 3.4 
Fair value related adjustments (5)1.3 — 2.5 
Legal-related costs (6)— — 0.5 
Income tax effect of non-GAAP adjustments (7)(3.0)(1.6)(3.4)
Income tax effect of valuation allowance (8)9.5 2.9 (4.9)
Non-GAAP net income attributable to UCT$12.1 $7.6 $8.5 
Reconciliation of GAAP Income from operations to Non-GAAP Income from operations (in millions)
Reported income from operations on a GAAP basis$17.3 $12.4 $4.6 
Amortization of intangible assets (1)7.7 5.8 7.2 
Stock-based compensation expense (2)3.9 3.7 3.6 
Restructuring charges (3)1.8 0.2 3.4 
Acquisition related costs (4)0.3 — 3.4 
Fair value related adjustments (5)— — 0.4 
Legal-related costs (6)— — 0.5 
Non-GAAP income from operations$31.0 $22.1 $23.1 
Reconciliation of GAAP Operating margin to Non-GAAP Operating margin
Reported operating margin on a GAAP basis3.6 %2.9 %1.0 %
Amortization of intangible assets (1)1.6 %1.3 %1.6 %
Stock-based compensation expense (2)0.8 %0.9 %0.8 %
Restructuring charges (3)0.4 %— %0.8 %
Acquisition related costs (4)0.1 %— %0.1 %
Fair value related adjustments (5)— %— %0.1 %
Legal-related costs (5)— %— %0.8 %
Non-GAAP operating margin6.5 %5.1 %5.2 %
Reconciliation of GAAP Gross profit to Non-GAAP Gross profit (in millions)
Reported gross profit on a GAAP basis$82.6 $73.0 $71.1 
Amortization of intangible assets (1)2.3 1.5 2.0 
Stock-based compensation expense (2)0.6 0.3 0.5 
Restructuring charges (3)— — 0.4 
Fair value related adjustments (5)— — 0.4 
Non-GAAP gross profit$85.5 $74.8 $74.4 
Reconciliation of GAAP Gross margin to Non-GAAP Gross margin
Reported gross margin on a GAAP basis17.3 %16.8 %16.0 %



Amortization of intangible assets (1)0.5 %0.4 %0.4 %
Stock-based compensation expense (2)0.1 %0.1 %0.1 %
Restructuring charges (3)— %— %0.1 %
Fair value related adjustments (5)— %— %0.1 %
Non-GAAP gross margin17.9 %17.3 %16.7 %
Reconciliation of GAAP Interest and other income (expense) to Non-GAAP Interest and other income (expense) (in millions)
Reported interest and other income (expense) on a GAAP basis$(14.6)$(8.5)$(12.3)
Fair value related adjustments (5)1.3 — 2.1 
Non-GAAP interest and other income (expense)$(13.3)$(8.5)$(10.2)
Reconciliation of GAAP Loss Per Diluted Share to Non-GAAP Earnings Per Diluted Share
Reported net loss on a GAAP basis$(0.21)$(0.08)$(0.08)
Amortization of intangible assets (1)0.17 0.13 0.16 
Stock-based compensation expense (2)0.09 0.08 0.08 
Restructuring charges (3)0.04 — 0.08 
Acquisition related costs (4)0.01 — 0.08 
Fair value related adjustments (5)0.03 — 0.05 
Legal-related costs (6)— — 0.01 
Income tax effect of non-GAAP adjustments (7)(0.07)(0.03)(0.08)
Income tax effect of valuation allowance (8)0.21 0.07 (0.11)
Non-GAAP net earnings$0.27 $0.17 $0.19 
Weighted average number of diluted shares (in millions) on a non-GAAP basis45.1 45.3 44.9 
ULTRA CLEAN HOLDINGS, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP EFFECTIVE INCOME TAX RATE
Three Months Ended
Provision (benefit) for income taxes on a GAAP basis$9.9 $3.5 $(6.2)
Income tax effect of non-GAAP adjustments (7)3.0 1.6 3.4 
Income tax effect of valuation allowance (8)(9.5)(2.9)4.9 
Non-GAAP provision for income taxes$3.4 $2.2 $2.1 
Income (loss) before income taxes on a GAAP basis$2.7 $3.9 $(7.7)
Amortization of intangible assets (1)7.7 5.8 7.2 
Stock-based compensation expense (2)3.9 3.7 3.6 
Restructuring charges (3)1.8 0.2 3.4 
Acquisition related costs (4)0.3 — 3.4 
Fair value related adjustments (5)1.3 — 2.5 
Legal-related costs (6)— — 0.5 
Non-GAAP income before income taxes$17.7 $13.6 $12.9 
Effective income tax rate on a GAAP basis366.7 %89.7 %80.5 %
Non-GAAP effective income tax rate19.7 %16.0 %16.4 %
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
6 Represents estimated costs related to certain legal proceedings
7 Tax effect of items (1) through (6) above based on the non-GAAP tax rate
8 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


v3.24.1.u1
Cover
Mar. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 06, 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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