Mattson Technology 10Q 2015 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________________________

FORM 10-Q

____________________________________________________________________________

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________to _________

Commission file number 000-24838

MATTSON TECHNOLOGY, INC.

(Exact name of Registrant as Specified in its Charter)



Delaware	77-0208119
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

47131 Bayside Parkway

Fremont, California 94538

(Address of Principal Executive Offices including Zip Code)

(510) 657-5900

(Registrant's Telephone Number, Including Area Code)

____________________________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨	Accelerated filer	x	Non-accelerated filer	¨	Smaller reporting company	¨
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

At July 24, 2015 there were 75,106,957 shares of common stock outstanding.

MATTSON TECHNOLOGY, INC.

______________________________

TABLE OF CONTENTS




		Page
	PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 28, 2015 and June 29, 2014	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 28, 2015 and June 29, 2014	3
	Condensed Consolidated Balance Sheets as of June 28, 2015 and December 31, 2014	4
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 28, 2015 and June 29, 2014	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Default Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	38

Signatures		39

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements (unaudited)

MATTSON TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)



	Three Months Ended						Six Months Ended
	June 28, 2015			June 29, 2014			June 28, 2015			June 29, 2014
Net revenue	$	43,334		$	42,029		$	101,588		$	85,227
Cost of goods sold	27,315			28,733			64,175			57,285
Gross margin	16,019			13,296			37,413			27,942
Operating expenses:
Research, development and engineering	5,184			4,446			10,434			8,970
Selling, general and administrative	8,158			6,690			16,999			14,111
Restructuring and other charges	—			111			—			111
Total operating expenses	13,342			11,247			27,433			23,192
Income from operations	2,677			2,049			9,980			4,750
Interest income (expense), net	(33		)	(21		)	(67		)	(147		)
Other income (expense), net	15			(142		)	(428		)	(63		)
Income before income taxes	2,659			1,886			9,485			4,540
Provision for (benefit from) income taxes	78			(30		)	599			159
Net income	$	2,581		$	1,916		$	8,886		$	4,381
Net income per share:
Basic	$	0.03		$	0.03		$	0.12		$	0.06
Diluted	$	0.03		$	0.03		$	0.12		$	0.06
Shares used in computing net income per share:
Basic	74,920			73,532			74,611			69,943
Diluted	77,019			74,679			76,973			71,405

The accompanying notes are an integral part of these condensed consolidated financial statements.

MATTSON TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)



	Three Months Ended				Six Months Ended
	June 28, 2015		June 29, 2014		June 28, 2015			June 29, 2014
Net income	$	2,581	$	1,916	$	8,886		$	4,381
Other comprehensive income (loss)
Changes in foreign currency translation adjustments	492		133		(1,042		)	(483		)
Other comprehensive income (loss)	492		133		(1,042		)	(483		)
Comprehensive income	$	3,073	$	2,049	$	7,844		$	3,898

The accompanying notes are an integral part of these condensed consolidated financial statements.

MATTSON TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except par value)



	June 28, 2015			December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	30,863		$	22,760
Accounts receivable, net of allowance for doubtful accounts of $683 as of June 28, 2015 and $669 as of December 31, 2014	26,294			33,578
Advance billings	3,329			4,653
Inventories	42,768			40,579
Prepaid expenses and other current assets	7,515			9,767
Total current assets	110,769			111,337
Property and equipment, net	9,587			7,534
Restricted cash	1,979			1,993
Other assets	530			623
Total assets	$	122,865		$	121,487
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	13,128		$	22,434
Accrued compensation and benefits	7,017			4,601
Deferred revenues, current	7,371			9,110
Other current liabilities	6,739			6,630
Total current liabilities	34,255			42,775
Deferred revenues, non-current	755			1,160
Other liabilities	2,504			2,442
Total liabilities	37,514			46,377
Commitments and contingencies (Note 6)
Stockholders' equity:
Preferred stock, 2,000 shares authorized; none issued and outstanding	—			—
Common stock, par value $0.001, 120,000 shares authorized; 79,376 shares issued and 75,021 shares outstanding as of June 28, 2015; 78,267 shares issued and 74,009 shares outstanding as of December 31, 2014	79			78
Additional paid-in capital	690,685			687,871
Accumulated other comprehensive income	17,129			18,171
Treasury stock, 4,355 shares as of June 28, 2015 and 4,258 shares as of December 31, 2014	(38,501		)	(38,083		)
Accumulated deficit	(584,041		)	(592,927		)
Total stockholders' equity	85,351			75,110
Total liabilities and stockholders' equity	$	122,865		$	121,487

The accompanying notes are an integral part of these condensed consolidated financial statements.

MATTSON TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



	Six Months Ended
	June 28, 2015			June 29, 2014
Cash flows from operating activities:
Net income	$	8,886		$	4,381
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	1,205			1,378
Stock-based compensation	1,094			685
Other non-cash items	195			93
Changes in assets and liabilities:
Accounts receivable	7,225			1,768
Advance billings	1,324			(493		)
Inventories	(5,088		)	(9,279		)
Prepaid expenses and other assets	1,822			(994		)
Accounts payable	(9,141		)	(6,752		)
Accrued compensation and benefits and other current liabilities	2,331			1,582
Deferred revenues	(2,144		)	(3,165		)
Other liabilities	263			(88		)
Net cash provided by (used in) operating activities	7,972			(10,884		)
Cash flows from investing activities:
Purchases of property and equipment	(1,050		)	(452		)
Other	—			1
Net cash used in investing activities	(1,050		)	(451		)
Cash flows from financing activities:
Repayment of revolving credit facility	—			(14,000		)
Proceeds from issuance of common stock, net	1,302			31,921
Net cash provided by financing activities	1,302			17,921
Effect of exchange rate changes on cash and cash equivalents	(121		)	(497		)
Net increase in cash and cash equivalents	8,103			6,089
Cash and cash equivalents, beginning of period	22,760			14,578
Cash and cash equivalents, end of period	$	30,863		$	20,667

Supplemental disclosure of non-cash transactions:
Transfer of inventories into property and equipment	$	1,988		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

MATTSON TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1.	BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Mattson Technology, Inc. (referred to in this Quarterly Report on Form 10-Q as "Mattson," "we," "us," or "our") was incorporated in California in 1988 and reincorporated in Delaware in 1997. We design, manufacture, market and globally support semiconductor wafer processing equipment used in the fabrication of integrated circuits.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the instructions to Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by such accounting principles for complete financial statements. In the opinion of management, all adjustments (which include normal recurring adjustments) considered necessary to present fairly each of the statement of financial position as of June 28, 2015, the statements of operations for the three and six months ended June 28, 2015 and June 29, 2014, statements of comprehensive income for the three and six months ended June 28, 2015 and June 29, 2014, and the statements of cash flows for the six months ended June 28, 2015 and June 29, 2014, as applicable, have been made. The condensed consolidated balance sheet as of December 31, 2014 has been derived from our audited financial statements as of such date, but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2014, which are included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 12, 2015.

The condensed consolidated financial statements include the accounts of Mattson Technology, Inc. and our wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated.

The results of operations for the three and six months ended June 28, 2015 are not necessarily indicative of results that may be expected for the entire year ending December 31, 2015.

Fiscal Year

Our fiscal year ends on December 31. We close our first fiscal quarter on the Sunday closest to March 31. Our second and third fiscal quarters are each 13 weeks long and our fourth quarter closes on December 31.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods. We evaluate our estimates on an ongoing basis, including those related to the useful lives and fair value of long-lived assets, estimates used to determine facility lease loss liabilities, measurement of warranty obligations, valuation allowances for deferred tax assets, the fair value of stock-based compensation, estimates for allowance for doubtful accounts, and valuation of excess and obsolete inventories. Our estimates and assumptions can be subjective and complex and, consequently, actual results could differ materially from those estimates.

Reclassifications

For presentation purposes, certain prior period amounts have been reclassified to conform to the reporting in the current period financial statements. These reclassifications do not affect our net income, cash flows or stockholders' equity.

Recent Developments

On July 28, 2005, our Board of Directors declared a dividend distribution of one preferred stock purchase right (collectively, the “Rights”) for each outstanding share of common stock, par value $0.001 per share, to stockholders of record at the close of business on August 15, 2005. The description and terms of the Rights are set forth in a Rights Agreement between us and Computershare Trust Company, N.A. (the “Rights Agent”), as successor to Mellon Investor Services, LLC, dated July 28, 2005 (as amended from time to time, the “Rights Agreement”). On May 5, 2015, we entered into Amendment No. 3 to Rights Agreement (the “Amendment”) to change the “Final Expiration Date” of the Rights Agreement from July 27, 2015 to May 5, 2015. As a result of the Amendment, effective as of the close of business on May 5, 2015, the Rights expired and were no longer outstanding and the Rights Agreement terminated by its terms.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, Simplifying the Presentation of Debt Issuance Costs. Debt issuance costs are specified incremental costs, other than those paid to the lender, that are directly attributable to issuing a debt instrument (i.e., third party costs). Prior to the adoption of this standard, debt issuance costs were required to be presented in the balance sheet as a deferred charge (i.e., an asset). This presentation differed from the presentation for a debt discount, which is a direct adjustment to the carrying value of the debt (i.e., a contra liability). This new standard requires that all costs incurred to issue debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. This new standard does not affect the recognition and measurement of debt issuance costs. ASU 2015-03 will be effective for us in the first quarter of fiscal 2016, with early adoption permitted. We do not expect the adoption of this accounting standard to have a material impact on our financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. The FASB issued ASU 2014-09 to clarify the principles for recognizing revenue and to develop a common revenue standard for GAAP and International Financial Reporting Standards. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance. In July 2015, the FASB delayed the effective date of this standard by one year. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017, which is effective for us as of the first quarter of our fiscal year ending December 31, 2018. We are currently evaluating the impact that the implementation of this standard will have on our financial statements.

There were no other recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 28, 2015 compared to the recent accounting pronouncements described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 that are of significance or potential significance to us.


2.	BALANCE SHEET DETAILS

We had restricted cash of $2.0 million for each of the periods ended June 28, 2015 and December 31, 2014, respectively, which is primarily related to secured standby letters of credit for our long-term leases. Accordingly, such amounts are classified as long term in the accompanying condensed consolidated balance sheets. See Note 6. Commitments and Contingencies.

Components of inventories as of June 28, 2015 and December 31, 2014 are shown below (in thousands):



	June 28, 2015		December 31, 2014
Inventories:
Purchased parts and raw materials	$	31,099	$	28,143
Work-in-process	9,567		10,832
Finished goods	2,102		1,604
	$	42,768	$	40,579

Components of prepaid expenses and other current assets as of June 28, 2015 and December 31, 2014 are shown below (in thousands):



	June 28, 2015		December 31, 2014
Prepaid expenses and other current assets:
Value-added tax	$	3,059	$	4,184
Other current assets	4,456		5,583
	$	7,515	$	9,767

Components of property and equipment as of June 28, 2015 and December 31, 2014 are shown below (in thousands):



	June 28, 2015			December 31, 2014
Property and equipment, net:
Machinery and equipment	$	41,866		$	40,777
Furniture and fixtures	8,634			9,079
Leasehold improvements	16,471			17,646
	66,971			67,502
Less: accumulated depreciation	(57,384		)	(59,968		)
	$	9,587		$	7,534

Components of other current liabilities as of June 28, 2015 and December 31, 2014 are shown below (in thousands):



	June 28, 2015		December 31, 2014
Other current liabilities:
Warranty	$	3,466	$	2,803
Value-added tax	1,035		1,547
Accrued restructuring charge, current	112		366
Other	2,126		1,914
	$	6,739	$	6,630


3.	FAIR VALUE MEASUREMENT

We measure certain assets and liabilities at fair value, which is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The authoritative guidance on fair value measurements establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2. Include other inputs that are directly or indirectly observable in the marketplace.

Level 3. Unobservable inputs that are supported by little or no market activities.

Our money market funds are classified within Level 1 of the fair value hierarchy, as these instruments are valued using quoted market prices. Specifically, we value our investments in money market securities on quoted market prices in active markets. As of June 28, 2015 and December 31, 2014, we had no assets or liabilities classified within Level 2 or Level 3 and there were no transfers of instruments between Level 1, Level 2 and Level 3 regarding fair value measurement.

Cash and cash equivalents and restricted cash are carried at fair value. Accounts receivable and accounts payable are valued at their carrying amounts, which approximate fair value due to their short-term nature.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Assets and liabilities measured at fair value on a recurring basis are shown in the table below by their corresponding balance sheet caption and consisted of the following types of instruments as of June 28, 2015 and December 31, 2014 (in thousands):



	June 28, 2015				December 31, 2014
	Fair Value Measurements at Reporting Date Using				Fair Value Measurements at Reporting Date Using
	(Level 1)		Total		(Level 1)		Total
Assets measured at fair value:
Cash equivalents:
Money market funds	$	15,009	$	15,009	$	7,007	$	7,007
Restricted cash:
Money market funds	1,807		1,807		1,806		1,806
Total assets measured at fair value	$	16,816	$	16,816	$	8,813	$	8,813


4.	REVOLVING CREDIT FACILITY

On April 12, 2013, we entered into a three-year $25.0 million senior secured revolving credit facility with Silicon Valley Bank. On October 21, 2014, we entered into Amendment Agreement No. 4 with Silicon Valley Bank, which (i) extended the term of our credit facility to October 12, 2017, (ii) amended and/or waived compliance with certain financial covenants, and (iii) granted us the ability to make a one-time request to increase the existing credit facility up to an additional $25.0 million. As of June 28, 2015 and December 31, 2014, we had no outstanding borrowings under the credit facility.

For a further discussion of our credit facility, see Note 5. Revolving Credit Facility in the notes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014.


5.	RESTRUCTURING AND OTHER CHARGES

In December 2011, our management approved and initiated a cost reduction plan ("2011 Restructuring Plan") as part of a broad-based cost reduction initiative. The 2011 Restructuring Plan included the consolidation of our manufacturing and research and development facilities, including contract termination costs related to two vacant facilities; moving a portion of our outsourced spare parts logistics operations in-house; and workforce reductions. We are continuing to make payments related to these restructuring activities through fiscal year 2015.

As of June 28, 2015 and December 31, 2014, we had accrued restructuring charges of $0.1 million and $0.4 million, respectively, which were classified within other current liabilities in the condensed consolidated balance sheets. During the three and six months ended June 28, 2015, we did not incur any restructuring and other charges. During the three and six months ended June 29, 2014, we incurred $0.1 million in restructuring charges related to workforce reductions.


6.	COMMITMENTS AND CONTINGENCIES

Warranty

The warranty offered by us on our system sales is generally twelve months, and excludes certain consumable maintenance items. A provision for the estimated cost of warranty, based on historical costs, is recorded as cost of goods sold when the revenue is recognized. Our warranty obligations require us to repair or replace defective products or parts during the warranty period at no cost to the customer. The actual system performance and/or field warranty expense profiles may differ from historical experience, and in those cases, we adjust our warranty accruals accordingly.

The following table summarizes changes in our product warranty accrual for the three and six months ended June 28, 2015 and June 29, 2014 (in thousands):



	Three Months Ended						Six Months Ended
	June 28, 2015			June 29, 2014			June 28, 2015			June 29, 2014
Beginning balance	$	3,343		$	1,932		$	2,803		$	1,786
Warranties issued in the period	777			599			1,649			1,151
Costs to service warranties	(879		)	(1,099		)	(1,861		)	(1,682		)
Warranty accrual adjustments	225			656			875			833
Ending balance	$	3,466		$	2,088		$	3,466		$	2,088

Guarantees

In the ordinary course of business, our bank provides standby letters of credit or other guarantee instruments on our behalf to certain parties as required. The standby letters of credit are secured by bank accounts and money market funds, which are classified as restricted cash in the accompanying condensed consolidated balance sheets. We have never recorded any liability in connection with these guarantee arrangements beyond what is required to appropriately account for the underlying transaction being guaranteed. We do not believe, based on historical experience and information currently available, that it is probable that any amounts will be required to be paid under such guarantee arrangements. As of June 28, 2015, the maximum potential amount that we could be required to pay was $1.9 million, the total amount of outstanding standby letters of credit, which were secured by $2.0 million in bank accounts and money market collateral accounts. This amount was recorded as restricted cash as of June 28, 2015.

In connection with our acquisition of Vortek Industries, Ltd. ("Vortek") in 2004, we became party to an agreement between Vortek and the Canadian Minister of Industries (the "Minister") relating to an investment in Vortek by Technology Partnerships Canada. Under the agreement, as amended, we, or Vortek (renamed Mattson Technology, Canada, Inc. ("MTC")) agreed to various terms, including (i) payment by us of a royalty to the Minister of 1.4 percent of net sales from certain Flash RTP products, up to a total of C$14.3 million (approximately $11.6 million based on the applicable exchange rate as of June 28, 2015), (ii) MTC maintaining a specified average workforce of employees in Canada, making certain investments and complying with certain manufacturing requirements, each, through October 27, 2009, and (iii) certain other covenants concerning protection of intellectual property rights. Under the provisions of this agreement, if MTC is dissolved, files for bankruptcy or we, or MTC, do not materially satisfy the obligations pursuant to any material terms or conditions, the Minister could demand payment of liquidated damages in the amount of C$14.3 million less any royalties paid to the Minister. As of October 27, 2009, we were no longer subject to covenant (ii), as discussed above but are still subject to the remaining terms and conditions until the earlier of payment of royalty of C$14.3 million less any royalties paid to date, or through December 31, 2020. We have recorded approximately C$0.6 million in cumulative royalty charges to date. The movement of our Canadian operations to Germany did not result in the dissolution of MTC.

We are a party to a variety of agreements, pursuant to which we may be obligated to indemnify other parties with respect to certain matters. Typically, these obligations arise in the context of contracts under which we may agree to hold other parties harmless against losses arising from a breach of representations or with respect to certain intellectual property, operations or tax-related matters. Our obligations under these agreements may be limited in terms of time and/or amount, and in some instances, we may have defenses to asserted claims and/or recourse against third parties for payments made. It is not possible to predict the maximum potential amount of future payments under these or similar agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these agreements have not had a material effect on our financial position, results of operations or cash flows. We believe if we were to incur a loss in any of these matters, such loss would not have a material effect on our financial position, results of operations or cash flows.

We indemnify our directors and certain employees as permitted by law, and have entered into indemnification agreements with our directors and certain senior officers. We have not recorded a liability associated with these indemnification agreements, as we historically have not incurred any material costs associated with such indemnification agreements. Costs associated with such indemnification agreements may be mitigated, in whole or only in part, by insurance coverage that we maintain.

Litigation

In the ordinary course of business, we are subject to claims and litigation, including claims that we infringe third party patents, trademarks and other intellectual property rights. Although we believe that it is unlikely that any current claims or actions will have a material adverse impact on our operating results or our financial position, given the uncertainty of litigation, we cannot be certain of this. The defense of claims or actions against us, even if without merit, could result in the expenditure of significant financial and managerial resources.

We record a legal liability when we believe it is both probable that a liability has been incurred, and the amount can be reasonably estimated. We monitor developments in our legal matters that could affect the estimate we have previously accrued. Significant judgment is required to determine both probability and the estimated amount.


7.	EMPLOYEE STOCK PLANS

As of June 28, 2015, we had approximately 3.9 million shares available for future grants under our 2012 Equity Incentive Plan (the "2012 Plan").

On May 28, 2015, the stockholders approved an amendment to our 2012 Plan, (i) increasing the number of shares reserved for issuance under the 2012 Plan by an additional 2.5 million shares bringing the total number of shares reserved thereunder, to 19,475,000 shares; and (ii) removing the 1.75 share accounting ratio applicable to stock awards and restricted stock units.

Stock Options

Options to purchase common stock granted under the 2012 Plan generally have terms not exceeding seven years. Options to purchase stock under our equity incentive plans are generally granted at exercise prices that are at least 100 percent of the fair market value of our common stock on the date of grant. Generally, options granted to new employees typically vest over a period of four years at a rate of 25 percent after the first year and 1/48th of the initial amount granted each month thereafter, and beginning in 2014, options granted to established employees with more than 1-year of service, typically vest over a period of four years at a rate of 1/48th each month.

The following table summarizes the stock option activity under all of our equity incentive plans for the six months ended June 28, 2015:



	Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Term	Aggregate Intrinsic Value
	(thousands)		(per share)		(years)	(thousands)
Outstanding as of December 31, 2014	4,920		$	2.01
Granted	711		$	3.38	��
Exercised	(776	)	$	2.05
Forfeited or expired	(279	)	$	5.07
Outstanding as of June 28, 2015	4,576		$	2.03	4.6	$	6,651
Exercisable as of June 28, 2015	2,690		$	1.75	3.8	$	4,657

The aggregate intrinsic value represents the pre-tax differences between the exercise price of stock options and the quoted market price of our stock on June 26, 2015 for all in-the-money options.

The following table provides supplemental information pertaining to our stock options for the six months ended June 28, 2015 and June 29, 2014 (in thousands, except weighted-average fair values):



	Six Months Ended
	June 28, 2015		June 29, 2014
Weighted-average fair value of options granted, per share	$	1.70	$	1.24
Intrinsic value of options exercised	$	2,013	$	358
Cash received from options exercised	$	1,588	$	256

Restricted Stock Units

The 2012 Plan provides for grants of time-based and performance-based restricted stock units ("RSUs"). As of June 28, 2015, we only had time-based RSUs outstanding.

Time-Based Restricted Stock Units

Historically, 25 percent of the time-based RSUs vest on each anniversary of the vesting commencement date or date of grant. In December 2013, our Board of Directors approved a quarterly vesting schedule for RSUs. On occasion, we grant time-based RSUs for varying purposes with different vesting schedules. Time-based RSUs granted prior to May 28, 2015 under the 2012 Plan are counted against the total number of shares of common stock available for grant under the 2012 Plan at 1.75 shares of common stock for every one share of common stock subject thereto.

The associated stock-based compensation expense on time-based RSUs is determined based on the fair value of our common stock on the date of grant of the RSU and recognized over the vesting period.

The following table summarizes RSU activity under all of our equity incentive plans for the six months ended June 28, 2015:



	Number of Shares		Weighted Average Grant Date Fair Value
	(thousands)		(per share)
Outstanding as of December 31, 2014	877		$	2.06
Granted	921		$	3.37
Released	(293	)	$	2.33
Forfeited	(57	)	$	2.78
Outstanding as of June 28, 2015	1,448		$	2.81

Employee Stock Purchase Plan

Our 1994 Employee Stock Purchase Plan ("1994 Plan") is a non-compensatory employee stock purchase plan ("ESPP"), which allows each eligible employee to withhold up to 15 percent of gross compensation over semi-annual six month ESPP periods to purchase shares of our common stock, limited to 4,000 shares per ESPP period in 2015. Under the ESPP, employees purchase stock at a price equal to 90 percent of the fair market value (generally the closing price of our common stock) on the last trading day prior to the end of the six month ESPP offering period.

We reserved 6.2 million shares of common stock for issuance under the ESPP, of which 2.5 million shares were available for issuance as of June 28, 2015. We issued approximately 40,000 shares during the first ESPP period in 2015, with an average purchase price of $3.51.


8.	STOCK-BASED COMPENSATION

We account for stock-based compensation in accordance with the applicable authoritative guidance, which requires the measurement of stock-based compensation on the date of grant based on the fair value of the award, and the recognition of the expense over the requisite service period for the employee. Compensation related to RSUs is the intrinsic value on the date of grant, which is the closing price of our common stock less the employee exercise price, if any. Compensation related to stock options is determined using a stock option valuation model.

Valuation Assumptions

We use the Black-Scholes valuation model to determine the fair value of stock options. The Black-Scholes model requires the input of highly subjective assumptions, which are summarized in the table below for the three and six months ended June 28, 2015 and June 29, 2014:



	Three Months Ended		Six Months Ended
	June 28, 2015	June 29, 2014	June 28, 2015	June 29, 2014
Expected dividend yield	—	—	—	—
Expected stock price volatility	65%	67%	66%	67%
Risk-free interest rate	1.3%	1.3%	1.1%	1.3%
Expected life of options in years	4.0	4.0	4.0	4.0

We estimate the expected life of options based on an analysis of our historical experience of employee exercise and post-vesting termination behavior considered in relation to the contractual life of the option. Expected volatility is based on the historical volatility of our common stock; and the risk-free interest rate is the rate on a U.S. Treasury Bill, with a maturity approximating the expected life of the option. We do not currently pay cash dividends on our common stock and do not anticipate doing so in the foreseeable future. Accordingly, the expected dividend yield is zero.

Our stock-based compensation for the three and six months ended June 28, 2015 and June 29, 2014 was as follows (in thousands):



	Three Months Ended				Six Months Ended
	June 28, 2015		June 29, 2014		June 28, 2015		June 29, 2014
Stock-based compensation by type of award:
Stock options	$	266	$	249	$	511	$	496
Restricted stock units	307		126		573		165
Employee stock purchase plan	5		12		10		24
	$	578	$	387	$	1,094	$	685
Stock-based compensation by category of expense:
Cost of goods sold	$	39	$	8	$	73	$	11
Research, development and engineering	70		47		133		87
Selling, general and administrative	469		332		888		587
	$	578	$	387	$	1,094	$	685

We did not capitalize any stock-based compensation into inventory in the three and six months ended June 28, 2015 and June 29, 2014, as such amounts were immaterial. As of June 28, 2015, we had $1.8 million in unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock options which will be recognized over a weighted-average period of 2.6 years. As of June 28, 2015, we had $3.0 million in unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested RSUs which will be recognized over a weighted-average period of 3.0 years.


9.	GEOGRAPHIC AND CUSTOMER CONCENTRATION INFORMATION

The authoritative guidance on segment reporting and disclosure defines an operating segment as a component of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. For the purposes of evaluating our reportable segments, our Chief Executive Officer is the chief operating decision maker.

We have one operating segment in which we design, manufacture and market advanced fabrication equipment for the semiconductor manufacturing industry. As our business is completely focused on one industry segment, the design, manufacture and marketing of advanced fabrication equipment to the semiconductor manufacturing industry, management believes that we have one reportable segment. Our net revenue and profits are generated from the sales of systems and services in this one segment.

The following table summarizes net revenue by geographic areas based on the installation locations of the systems and the location of services rendered (in thousands, except percentages):



	Three Months Ended						Six Months Ended
	June 28, 2015			June 29, 2014			June 28, 2015			June 29, 2014
	Amount		Percent	Amount		Percent	Amount		Percent	Amount		Percent
Net revenue:
United States	$	3,006	7	$	6,392	15	$	11,574	11	$	10,575	12
South Korea	26,742		62	23,863		57	60,740		60	34,122		40
China	5,115		12	2,268		5	8,715		9	15,349		18
Taiwan	2,518		6	5,498		13	8,038		8	16,320		19
Other Asia	4,866		11	1,589		4	10,230		10	3,870		5
Europe and others	1,087		2	2,419		6	2,291		2	4,991		6
	$	43,334	100	$	42,029	100	$	101,588	100	$	85,227	100

For the three months ended June 29, 2014, two customers accounted for 10 percent or more of our total net revenue, representing approximately 60 percent and 14 percent of our total net revenue, respectively. For the six months ended June 29, 2014, two customers accounted for 10 percent or more of our total net revenue, representing approximately 60 percent and 10 percent of our total net revenue, respectively.

As of June 28, 2015, one customer accounted for 10 percent or more of our total net accounts receivable, representing approximately 59 percent of our total net accounts receivable. As of December 31, 2014, one customer accounted for 10 percent or more of our net accounts receivable, representing approximately 74 percent of our total net accounts receivable.

Geographical information relating to our property and equipment, net, as of June 28, 2015 and December 31, 2014 was as follows (in thousands):



	June 28, 2015		December 31, 2014
Property and equipment, net:
United States	$	4,294	$	4,140
Germany	5,099		3,185
Others	194		209
	$	9,587	$	7,534


10.	INCOME TAXES

On a quarterly basis, we record our income tax expense or benefit based on our year-to-date results and expected results for the remainder of the year.

For the three and six months ended June 28, 2015, we recorded an income tax provision of $0.1 million and $0.6 million, respectively. For the three and six months ended June 29, 2014, we recorded a minimal income tax benefit and a $0.2 million income tax provision, respectively. The net tax provision for all periods was the result of the mix of profits earned by us in tax jurisdictions with a broad range of income tax rates.


11.	NET INCOME PER SHARE

We present both basic and diluted net income per share on the face of our condensed consolidated statements of operations in accordance with the authoritative guidance on earnings per share. Basic net income per common share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share of common stock is computed using the weighted average number of shares of common stock outstanding plus the effect of common stock equivalents, unless the common stock equivalents are anti-dilutive. The potential dilutive shares of our common stock are determined using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost yet to be recognized for future service, and the amount of tax benefits that is to be recorded when the award becomes deductible are assumed to be used to repurchase shares.

The following table presents the computation of net income per share of common stock (in thousands, except per share data):



	Three Months Ended				Six Months Ended
	June 28, 2015		June 29, 2014		June 28, 2015		June 29, 2014
Numerator:
Net income	$	2,581	$	1,916	$	8,886	$	4,381
Denominator:
Weighted-average shares outstanding - basic	74,920		73,532		74,611		69,943
Effect of dilutive stock options and restricted stock units	2,099		1,147		2,362		1,462
Weighted-average shares outstanding - diluted	77,019		74,679		76,973		71,405
Net income per share of common stock:
Basic	$	0.03	$	0.03	$	0.12	$	0.06
Diluted	$	0.03	$	0.03	$	0.12	$	0.06

For the three and six months ended June 28, 2015, options and RSUs totaling 0.8 million shares and 0.7 million shares, respectively, were excluded from diluted net income per share because their inclusion would have been anti-dilutive. For the three and six months ended June 29, 2014, options and RSUs totaling 2.9 million shares and 2.5 million shares, respectively, were excluded from diluted net income per share because their inclusion would have been anti-dilutive effect.


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This quarterly report on Form 10-Q contains forward-looking statements, which are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and beliefs, including estimates and projections about our industry. Forward-looking statements typically are identified by use of terms such as "anticipates," "expects," "intends," "plans," "seeks," "estimates," "believes" and similar expressions, although some forward-looking statements are expressed differently. Our forward-looking statements may include statements that relate to our future net revenue, earnings, cash flow and cash position; growth of the industry and the size of our served available market; market demand for our products, the timing of significant customer orders for our products; our ability to attract new customers, customer acceptance of delivered products and our ability to collect amounts due upon shipment and upon acceptance; end-user demand for semiconductors, including the growing mobile device industry; customer demand for semiconductor manufacturing equipment; our ability to timely manufacture, deliver and support ordered products; our ability to bring new products to market, to gain market share with such products and the overall mix of our products; our ability to generate significant net revenue, customer rate of adoption of new technologies; risks inherent in the development of complex technology; the timing and competitiveness of new product releases by our competitors; margins; product development plans and levels of research, development and engineering activity; our ability to align our cost structure with market conditions, including operating expenses, and our quarterly break-even point; tax expenses; excess inventory reserves, including the level of our vendor commitments compared to our requirements; economic conditions in general and in our industry; our dependence on international sales and our expectation of growth in international markets; the impact of any litigation or investigation on our operating results or financial position; any offering and sale of securities pursuant to our shelf registration statement or otherwise; volatility in our stock price and any delisting of our stock from NASDAQ for the failure to maintain a minimum bid price; the sufficiency of our financial resources, including availability under our revolving credit agreement, to support future operations and capital expenditures and the availability of all financing resources; compliance with financial covenants related to our revolving credit facility and our control environment including our disclosure control and procedures, internal control over our financial reporting, and any related remediation efforts. These statements are not guarantees of future performance and are subject to numerous risks, uncertainties and assumptions that are difficult to predict. Such risks and uncertainties include those set forth in Part II, Item 1A under "Risk Factors" and this Part I, Item 2 under "Management's Discussion and Analysis of Financial Condition and Results of Operations." Our actual results could differ materially from those anticipated by these forward-looking statements. The forward-looking statements in this report speak only as of the time they are made and do not necessarily reflect our outlook at any other point in time. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future event, or for any other reason. This discussion should be read in conjunction with the condensed consolidated financial statements and notes presented in this Quarterly Report on Form 10-Q and the consolidated financial statements and notes in our last filed Annual Report on Form 10-K for the year ended December 31, 2014.

Overview

We are a supplier of semiconductor wafer processing equipment used in the fabrication of integrated circuits ("ICs"). Our manufacturing equipment is primarily used for semiconductor manufacturing, utilizing innovative technology to deliver advanced processing capabilities and high productivity for the fabrication of current and next-generation ICs. We were incorporated in California in 1988 and reincorporated in Delaware in 1997.

Our business depends upon capital expenditures by the manufacturers of semiconductor devices. The level of capital expenditures by these manufacturers depends upon the current and anticipated market demand for such devices which is dependent upon the consumer product industry. Since the demand for semiconductor devices is highly cyclical, the demand for wafer processing equipment also is highly cyclical. The semiconductor equipment industry is typically characterized by wide swings in operating results as the industry rotates between cycles.

We continue to focus on the advances we have made in the market position for each of our major products.

•

Our etch products, specifically our paradigmE XP, are established process tools of record in advanced DRAM, NAND and 3D-NAND production fabs. We are also established as a development tool of record in advanced foundry for sub-20 nanometer front-end of line processes. The combination of the paradigmE XP’s technical capabilities and high productivity have established a growing etch market position in the memory segment.

•

The Helios XP, our conventional RTP product, continues to run high-volume production for DRAM, NAND and foundry customers. The Helios XP has established industry leading technical performance in 20 nanometer production with its dual side wafer heating and differential thermal energy control. When the transition to sub-20 nanometer and 3D technologies ramps up, we anticipate increasing shipments of our Helios products in the memory segment.

•

Our millisecond anneal system, the Millios, has been qualified and released for high volume advanced foundry/logic production at multiple manufacturing sites. The Millios, with our proprietary arc lamp technology, has achieved leading device performance as well as higher production throughput and system availability. We expect the Millios to play an important role in the volume production of sub-20 nanometer devices.


•	Our dry strip products, including our Suprema XP, continue to make a steady contribution to our business as our established customers in foundry/logic and memory are expected to continue to make investments.

The future success of our business will depend on numerous factors, including, but not limited to, the market demand for semiconductors and semiconductor wafer processing equipment. Such factors also will include our ability to (a) enhance our competitiveness and profitability; (b) develop and bring to market new products that address our customers' needs; (c) grow customer loyalty through collaboration with and support of our customers; (d) maintain a cost structure that will enable us to operate effectively and profitably throughout changing industry cycles; and (e) generate the gross margin necessary to enable us to make the necessary investments in our business.

Critical Accounting Policies and Use of Estimates

Management's discussion and analysis of financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during the reporting periods.

On an on-going basis, we evaluate our estimates and judgments, including those related to reserves for excess and obsolete inventory, warranty, bad debts, intangible assets, income taxes, restructuring costs, stock-based compensation, contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances. These form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

There were no significant changes to our critical accounting policies during the six months ended June 28, 2015. For information about critical accounting policies, see Note 1. Basis of Presentation and Summary of Significant Accounting Policies of notes to consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2014.

Results of Operations

A summary of our results of operations for the three and six months ended June 28, 2015 and June 29, 2014 are as follows (in thousands, except for percentages):



	Three Months Ended
	June 28, 2015					June 29, 2014					Increase (Decrease)
	Amount			Percent		Amount			Percent		Amount			Percent
Net revenue	$	43,334		100.0		$	42,029		100.0		$	1,305		3.1
Cost of goods sold	27,315			63.0		28,733			68.4		(1,418		)	(4.9	)
Gross margin	16,019			37.0		13,296			31.6		2,723			20.5
Operating expenses:
Research, development and engineering	5,184			12.0		4,446			10.6		738			16.6
Selling, general and administrative	8,158			18.8		6,690			15.9		1,468			21.9
Restructuring and other charges	—			—		111			0.3		(111		)	(100.0	)
Total operating expenses	13,342			30.8		11,247			26.8		2,095			18.6
Income from operations	2,677			6.2		2,049			4.8		628			30.6
Interest income (expense), net	(33		)	(0.1	)	(21		)	—		(12		)	57.1
Other income (expense), net	15			—		(142		)	(0.3	)	157			n/m		⁽¹⁾
Income before income taxes	2,659			6.1		1,886			4.5		773			41.0
Provision for (benefit from) income taxes	78			0.1		(30		)	(0.1	)	108			n/m		(1)
Net income	$	2,581		6.0		$	1,916		4.6		$	665		34.7

⁽¹⁾Not meaningful.



	Six Months Ended
	June 28, 2015					June 29, 2014					Increase (Decrease)
	Amount			Percent		Amount			Percent		Amount			Percent
Net revenue	$	101,588		100.0		$	85,227		100.0		$	16,361		19.2
Cost of goods sold	64,175			63.2		57,285			67.2		6,890			12.0
Gross margin	37,413			36.8		27,942			32.8		9,471			33.9
Operating expenses:
Research, development and engineering	10,434			10.3		8,970			10.5		1,464			16.3
Selling, general and administrative	16,999			16.7		14,111			16.6		2,888			20.5
Restructuring and other charges	—			—		111			0.1		(111		)	(100.0	)
Total operating expenses	27,433			27.0		23,192			27.2		4,241			18.3
Income from operations	9,980			9.8		4,750			5.6		5,230			110.1
Interest income (expense), net	(67		)	(0.1	)	(147		)	(0.2	)	80			(54.4	)
Other income (expense), net	(428		)	(0.4	)	(63		)	(0.1	)	(365		)	579.4
Income before income taxes	9,485			9.3		4,540			5.3		4,945			108.9
Provision for income taxes	599			0.6		159			0.2		440			276.7
Net income	$	8,886		8.7		$	4,381		5.1		$	4,505		102.8

⁽¹⁾Not meaningful.

Net Revenue

A summary of our net revenue for the three and six months ended June 28, 2015 and June 29, 2014 is as follows (in thousands, except for percentages):



	Three Months Ended									Six Months Ended
	June 28, 2015		June 29, 2014		Increase (Decrease)					June 28, 2015		June 29, 2014		Increase (Decrease)
	June 28, 2015		June 29, 2014		Amount			Percent		June 28, 2015		June 29, 2014		Amount			Percent
Net revenue:
United States	$	3,006	$	6,392	$	(3,386	)	(53	)	$	11,574	$	10,575	$	999		9
International:
South Korea	26,742		23,863		2,879			12		60,740		34,122		26,618			78
China	5,115		2,268		2,847			126		8,715		15,349		(6,634		)	(43	)
Taiwan	2,518		5,498		(2,980		)	(54	)	8,038		16,320		(8,282		)	(51	)
Other Asia	4,866		1,589		3,277			206		10,230		3,870		6,360			164
Europe and others	1,087		2,419		(1,332		)	(55	)	2,291		4,991		(2,700		)	(54	)
	40,328		35,637		4,691			13		90,014		74,652		15,362			21
Total net revenue	$	43,334	$	42,029	$	1,305		3		$	101,588	$	85,227	$	16,361		19

The increase of $1.3 million in net revenue during the three months ended June 28, 2015, as compared to the three months ended June 29, 2014, was mainly attributable to higher overall net revenue of our thermal processing systems into the foundry and logic sectors and an increase in our spare parts revenue, partially offset by lower revenue from our etch and strip systems as a result of delays in our customer's spending in DRAM in the first half of 2015. The increase of $16.4 million in net revenue during the six months ended June 28, 2015, as compared to the six months ended June 29, 2014, was largely attributable to higher overall net revenue of our thermal processing systems into the foundry and logic sectors and an increase in our spare parts revenue. On a long-term basis, we expect investment in capital equipment to remain positive, predominantly driven by a memory investment cycle and foundry spending for 20 and sub-20 nanometer processing technologies.

During the first half of 2015, net revenue from customers in Asia continued to account for a significant portion of our total net revenue. For the three months ended June 28, 2015 and June 29, 2014, international sales comprised approximately 93 percent and 85 percent, respectively, of our total net revenue. For the six months ended June 28, 2015 and June 29, 2014, international sales comprised 89 percent and 88 percent, respectively, of our total net revenue.

For the three months ended June 28, 2015, one customer accounted for 10 percent or more of our total net revenue, representing approximately 67 percent of our total net revenue. For the three months ended June 29, 2014, two customers accounted for 10 percent or more of our total net revenue, representing approximately 60 percent and 14 percent of our total net revenue, respectively. For the six months ended June 28, 2015, one customer accounted for 10 percent or more of our total net revenue, representing approximately 65 percent of our total net revenue. For the six months ended June 29, 2014, two customers accounted for 10 percent or more of our total net revenue, representing approximately 60 percent and 10 percent of our total net revenue, respectively.

Cost of Goods Sold and Gross Margin

Our cost of goods sold consists of the costs associated with manufacturing our products, and includes the purchase of raw materials and related overhead, labor, warranty costs and charges for excess and obsolete inventory.

Our gross margin percentage increased approximately 5 percentage points, from 32 percent during the three months ended June 29, 2014 to 37 percent during the three months ended June 28, 2015. The increase is primarily attributable to better inventory management, as well as a more favorable product mix.

Our gross margin percentage increased approximately 4 percentage points, from 33 percent during the six months ended June 29, 2014 to 37 percent during the six months ended June 28, 2015. The increase is primarily attributable to better inventory management, improved absorption of fixed costs resulting from the increase in production as well as a more favorable product mix.

Our gross margin has varied over the years and will continue to be affected by many factors, including competitive pressures, product mix, inventory reserves, economies of scale, material and other costs, overhead absorption levels and the timing of revenue recognition.

Research, Development and Engineering

Research, development and engineering expenses consist primarily of salaries and related costs of employees engaged in research, development and engineering activities, costs of product development and depreciation on equipment used in the course of research, development and engineering activities.

Research, development and engineering expenses increased by $0.7 million, or 17 percent, during the three months ended June 28, 2015 as compared with the three months ended June 29, 2014. This increase was largely attributable to an increase in activities related to development of new process applications for our products, including employee-related costs and an increase of $0.4 million in engineering materials.

Research, development and engineering expenses increased by $1.5 million, or 16 percent, during the six months ended June 28, 2015 as compared with the six months ended June 29, 2014. This increase was largely attributable to an increase in activities related to development of new process applications for our products, including employee-related costs and an increase of $0.8 million in engineering materials.

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of employee-related expenses, as well as legal and professional fees, insurance costs, amortization of evaluation systems and certain facilities and information technology costs.

Selling, general and administrative expenses increased by $1.5 million, or 22 percent, during the three months ended June 28, 2015 as compared with the three months ended June 29, 2014. Selling, general and administrative expenses increased by $2.9 million, or 20 percent, during the six months ended June 28, 2015 as compared with the six months ended June 29, 2014. These increases were primarily due to increased employee-related costs to support customer engagements and general business activities.

Interest Income (Expense), net

Interest expense was minimal during the three and six months ended June 28, 2015 and during the three and six months ended June 29, 2014. Interest expense relates primarily to fees associated with our unused borrowings under our credit facility.

Other Income (Expense), net

Other income (expense), net was $15,000 in income and $0.1 million in expense during the three months ended June 28, 2015 and June 29, 2014, respectively, and $0.4 million and $0.1 million in expense during the six months ended June 28, 2015 and June 29, 2014, respectively. The other income (expense), net for all periods presented primarily consisted of foreign exchange gains and losses from the revaluation of foreign currency denominated inter-company balances.

Provision for (Benefit from) Income Taxes

On a quarterly basis, we record our income tax expense or benefit based on our year-to-date results and expected results for the remainder of the year. The income tax provision for all periods presented was the result of the mix of profits earned by us in tax jurisdictions with a broad range of income tax rates.

Liquidity and Capital Resources

Our cash and cash equivalents as of June 28, 2015 and December 31, 2014 were $30.9 million and $22.8 million, respectively. Working capital as of June 28, 2015 was $76.5 million, compared to $68.6 million as of December 31, 2014. Stockholders' equity as of June 28, 2015 was $85.4 million, compared to $75.1 million as of December 31, 2014. The aforementioned increases in working capital and stockholders' equity are primarily related to cash proceeds from the exercise of options related to 0.8 million shares of common stock during the period and $8.0 million of cash generated through our operating activities.



	Six Months Ended
	June 28, 2015			June 29, 2014
Net cash provided by (used in) operating activities	$	7,972		$	(10,884	)
Net cash used in investing activities	(1,050		)	(451		)
Net cash provided by financing activities	1,302			17,921
Effect of exchange rate changes on cash and cash equivalents	(121		)	(497		)
Net increase in cash and cash equivalents	$	8,103		$	6,089

Liquidity and Capital Resources Outlook

As of June 28, 2015, our primary sources of liquidity were $30.9 million of cash and cash equivalents, as well as $25.0 million available to us under our credit facility, along with the ability to make a one-time request to increase the existing credit facility up to an additional $25.0 million. As of June 28, 2015, we had no outstanding borrowing under the credit facility.

We believe our available financial resources are sufficient to fund our working capital and other capital requirements over the course of the next twelve months. Our operations require careful management of our cash and working capital balances. Our liquidity is affected by many factors including, among others, fluctuations in our net revenue, gross margin and operating expenses, as well as changes in our operating assets and liabilities. The cyclical nature of the semiconductor industry makes it difficult to predict our future liquidity needs with certainty. Any upturn in the semiconductor industry would result in short-term uses of cash to fund inventory purchases. In addition, any ineffectiveness in our cost containment efforts may cause us to incur additional losses in the future and lower our cash balances. We may need additional funds to support our working capital requirements and operating expenses, or for other requirements.

Improvements in our results of operations and resulting cash position are largely dependent upon an improvement in the semiconductor equipment industry. We periodically review our liquidity position and may decide to raise additional funds on an opportunistic basis from sources such as an asset-backed financing agreement or the issuance of equity or debt securities through public or private financings. We currently have an effective omnibus shelf registration statement on file with the SEC that registers up to $25.5 million in securities that we may offer. These financing options may not be available on a timely basis, or on terms acceptable to us, and could be dilutive to our stockholders. If adequate funds are not available on acceptable terms, our ability to achieve our intended long-term business objectives could be limited.

Operating Activities

Net cash provided by operations was $8.0 million for the six months ended June 28, 2015, comprised primarily of $8.9 million in net income and $2.5 million in non-cash charges, partially offset by $3.4 million of cash decreases reflected in the net change in assets and liabilities. Non-cash charges consisted primarily of $1.2 million of depreciation and amortization and $1.1 million of stock-based compensation. Cash flow decreases resulting from the net change in assets and liabilities consisted primarily of a $9.1 million decrease in accounts payable largely attributable to the timing of purchases and payments to vendors and service providers; a $5.1 million increase in inventory resulting from the receipt of inventory intended for sale in future quarters and a $2.0 million transfer of prior year inventories into property and equipment; a $2.1 million decrease in deferred revenue; partially offset by a $8.5 million decrease in accounts receivable and advance billings attributable to the timing of shipments and collections; a $2.3 million increase in accrued compensation and benefits and other current liabilities, which primarily consists of a $0.7 million increase in warranty reserves related to the higher revenue levels in the first half of the year and a $2.4 million increase in accrued compensation and benefits related to increased employee-related costs to support the higher revenue levels, partially offset by a $0.5 million decrease in accrued value-added taxes and a $0.3 million decrease in accrued restructuring liabilities; a $1.8 million decrease in prepaid expenses and other assets; and a $0.3 million increase in other liabilities.

Net cash used in operations was $10.9 million for the six months ended June 29, 2014, comprised primarily of $17.4 million of cash decreases reflected in the net change in assets and liabilities, partially offset by $4.4 million in net income and $2.2 million in non-cash charges. Cash flow decreases resulting from the net change in assets and liabilities consisted primarily of a $9.3 million increase in inventory; a $5.2 million decrease in accounts payable and accrued compensation and benefits and other current liabilities; a $3.2 million decrease in deferred revenue; and a $1.0 million increase in prepaid expenses and other assets; partially offset by a $1.3 million decrease in accounts receivable and advance billings. The increase in inventory primarily resulted from the receipt of inventory intended for sale in future quarters. The decrease in accounts payable, accrued compensation and benefits and other current liabilities was largely attributable to the timing of purchases and payments to vendors and services providers. The decrease in deferred revenue was primarily related to the timing of revenue recognition for deliverables under a volume purchase agreement. Non-cash charges consisted primarily of $1.4 million of depreciation and amortization and $0.7 million of stock-based compensation.

Cash provided by operations may fluctuate in future periods as a result of a number of factors, including fluctuations in our net revenue and operating results, amount of revenue deferred, inventory purchases, collection of accounts receivable and timing of payments.

Investing Activities

Net cash used in investing activities was $1.1 million and $0.5 million during the six months ended June 28, 2015 and June 29, 2014, respectively, which primarily consisted of our capital spending in each period.

Financing Activities

Net cash provided by financing activities was $1.3 million for the six months ended June 28, 2015, which consisted of $1.6 million in proceeds from the issuance of common stock through stock option exercises and $0.1 million in proceeds from the issuance of common stock through the employee stock purchase plan, partially offset by $0.4 million in payments for withholding taxes related to the net share settlement of restricted stock units.

Net cash provided by financing activities was $17.9 million for the six months ended June 29, 2014, which primarily consisted of $31.7 million in net proceeds from our February 2014 stock offering and $0.2 million in proceeds from the issuance of common stock under our employee stock plans, partially offset by the repayment of $14.0 million of borrowings under our revolving credit facility.

Off-Balance Sheet Arrangements

As of June 28, 2015, we did not have any significant "off-balance sheet" arrangements, as defined in Item 303 (a)(4)(ii) of Regulation S-K.

Contractual Obligations

Under U.S. GAAP, certain obligations and commitments are not required to be included in our condensed consolidated balance sheets. These obligations and commitments, while entered into in the normal course of business, may have a material impact on our liquidity. For further discussion of our contractual obligations, see our 2014 Annual Report on Form 10-K.

Recent Accounting Pronouncements

Information with respect to recent accounting pronouncements may be found in Note 1. Basis of Presentation and Significant Accounting Policies in the notes to condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

We are exposed to various market risks related to fluctuations in foreign currency exchange rates and interest rates. We may use derivative financial instruments to mitigate certain risks related foreign exchange rates. We do not use derivatives or other financial instruments for trading or speculative purposes.

Interest Rate Risk

We are exposed to interest rate risk related to our borrowings. On April 12, 2013, we entered into a three-year $25.0 million senior secured revolving credit facility with Silicon Valley Bank. On October 21, 2014, we entered into Amendment Agreement No. 4 with Silicon Valley Bank, (i) extending the term of our credit facility to October 12, 2017, (ii) amending and/or waiving compliance with certain financial covenants, and (iii) allowing us to make a one-time request to increase the existing credit facility up to an additional $25.0 million.

At our option, the borrowings under this credit facility can bear interest at an Alternate Base Rate (“ABR”) or Eurodollar Rate. ABR loans bear interest at a per annum rate equal to the greater of the Federal Funds Effective Rate plus 0.50 percent or the prime rate. Eurodollar loans bear interest at a margin over British Bankers' Association LIBOR Rate divided by 1 minus Eurocurrency Reserve Requirements. As of June 28, 2015, we had no borrowings outstanding under the credit facility. An increase in the interest rate on the credit facility by 1.0 percent would increase the annual interest expense by $0.3 million, assuming we had borrowed $25.0 million for the entire year.

Since we generally invest most of our cash in non-interest bearing bank accounts or low yield money market funds, an immediate increase or decrease in interest rates of 100 basis points would not have a material adverse effect on the fair value of our investment portfolio.

Foreign Currency Risk

The functional currency of our foreign subsidiaries is their local currencies. Accordingly, all assets and liabilities of these foreign operations are translated using exchange rates in effect at the end of the period, and net sales and costs are translated using average exchange rates for the period. Gains or losses from translation of foreign operations are included as a component of accumulated other comprehensive income in the accompanying condensed consolidated balance sheets. Foreign currency transaction gains and losses are recognized in the accompanying condensed consolidated statements of operations as they are incurred. Because much of our net revenues and capital spending are transacted in U.S. dollars, we are subject to fluctuations in foreign currency exchange rates that could have a material adverse effect on our overall financial position, results of operations or cash flows, depending on the strength of the U.S. dollar relative to the currencies of other countries in which we operate. Exchange rate fluctuations of greater than ten percent, primarily for the U.S. dollar relative to the Euro, South Korean won, New Taiwan dollar and Singapore dollar, could have a material impact on our financial statements. Additionally, foreign currency transaction gains and losses fluctuate depending upon the mix of foreign currency denominated assets and liabilities and whether the local currency of an entity strengthens or weakens during a period. As of June 28, 2015, our U.S. operations had approximately $3.9 million, net, in foreign denominated operating inter-company payables. It is estimated that a ten percent fluctuation in the U.S. dollar relative to these foreign currencies would lead to a profit of $0.4 million (U.S. dollar strengthening), or a loss of $0.4 million (U.S. dollar weakening) on the re-measurement of these inter-company payables, which would be recorded as other income (expense), net in our condensed consolidated statement of operations.

We recorded a $0.4 million and a $0.1 million foreign currency exchange loss during the six months ended June 28, 2015 and June 29, 2014, respectively, in other income (expense), net in the accompanying condensed consolidated statements of operations.


ITEM 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Quarterly Report on Form 10-Q, to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of June 28, 2015.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended June 28, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

In the ordinary course of business, we are subject to claims and litigation, including claims that we infringe third party patents, trademarks and other intellectual property rights. Although we believe it is unlikely that any current claims or actions will have a material adverse impact on our operating results or our financial position, given the uncertainty of litigation, we cannot be certain of this. Moreover, the defense of claims or actions against us, even if not meritorious, could result in the expenditure of significant financial and managerial resources.

Our involvement in any patent dispute, other intellectual property dispute or action to protect trade secrets and know-how could result in a material adverse effect on our business. Adverse determinations in current litigation or any other litigation in which we may become involved and regulatory non-compliance, including with respect to export regulations, could subject us to significant liabilities to third parties or government agencies, require us to grant licenses to or seek licenses from third parties and prevent us from manufacturing and selling our products. Any of these situations could have a material adverse effect on our business.

ITEM 1A. RISK FACTORS

Because of the following factors, as well as other variables affecting our operating results, cash flows and financial condition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our results of operations, cash flows and financial condition.

We are dependent on a highly concentrated customer base, and any delays, reduction or cancellation of purchases by these customers could harm our business. Additionally, we may not achieve anticipated revenue levels if we are not selected as “vendor of choice” for new or expanded customer fabrication facilities.

We derive most of our net revenue from the sale of systems to a relatively small number of customers, which makes our relationship with each customer critical to our business. For example, for the three months ended June 28, 2015, one customer accounted for 10 percent or more of our total net revenue, representing approximately 67 percent of our total net revenue. For each of the years ended December 31, 2014, 2013 and 2012, our three largest customers accounted for approximately 76 percent, 73 percent and 60 percent of our net revenue, respectively. We currently depend on a few customers for a significant portion of our net revenue, and the delay, significant reduction in, or loss of, orders from these customers would significantly reduce our revenue and adversely impact our operating results. See Item 1. Business - Customers in this Annual Report on Form 10-K for a detailed description of our customer concentration.

Because semiconductor manufacturers must make a substantial investment to install and integrate capital equipment into a semiconductor fabrication facility, these manufacturers will tend to choose semiconductor equipment manufacturers based on product compatibility and proven performance. Changes in forecasts or the timing of orders from customers could expose us to the risks of inventory shortages, such as the shortages that resulted from the number of Helios XP system orders from foundry customers in the third quarter of 2013, or excess inventory, which occurred in the second quarter of 2012 as a result of the delay in orders for certain SUPREMA strip systems to a foundry. In addition, changes in customer demand and order cancellations, could result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses. Any such changes, delays and cancellations in orders in turn could cause our operating results to fluctuate. If customer relationships are disrupted due to an inability to deliver sufficient products or for any other reason, it could have a significant negative impact on our business.

Although we maintain a backlog of customer orders with expected shipment dates within the next 12 months, customers may request delivery delays or cancellations, as they have been doing more regularly in our business, including the delay in the second quarter of 2012 described above. More recently, we have seen delays in our customer's spending in DRAM and across sub-20 nanometer foundry and logic businesses during the first half of 2015. Customers in some regions place orders a few weeks before the shipment. As a result, our backlog may not be a reliable indication of future net revenue. If shipments of orders in backlog are canceled or delayed, net revenue could fall below our expectations and the expectations of market analysts and investors.

Once a semiconductor manufacturer selects a particular vendor’s capital equipment, the manufacturer generally relies upon equipment from this vendor of choice (“VOC”) for the specific production line application. In addition, the semiconductor manufacturer frequently will attempt to consolidate other capital equipment requirements with the same

vendors. Accordingly, we may face narrow windows of opportunity to be selected as the VOC by new customers with significant needs. It may be difficult for us to sell to a particular customer for a significant period of time once that customer selects a competitor’s product. If we are unable to achieve broader market acceptance of our systems and technology, we may be unable to maintain and grow our business and our operating results and financial condition will be adversely affected.

The cyclical nature of the semiconductor industry has caused us to experience losses and reduced liquidity, and it may continue to negatively impact our financial performance.

The semiconductor equipment industry is highly cyclical and periodically has severe and prolonged downturns, which causes our operating results to fluctuate significantly. We are exposed to the risks associated with industry overcapacity, including decreased demand for our products and increased price competition.

The semiconductor industry has historically experienced periodic downturns due to sudden changes in customers’ requirements for new manufacturing capacity and advanced technology, which depend in part on customers’ capacity utilization, production volumes, access to affordable capital, end-user demand, consumer buying patterns, and inventory levels relative to demand, as well as the rate of technology transitions, and general economic conditions. Our business depends, in significant part, upon capital expenditures by manufacturers of semiconductor devices, including manufacturers that open new or expand existing facilities. Periods of overcapacity and reductions in capital expenditures by our customers cause decreases in demand for our products. This could result in significant under-utilization in our factories. If existing customer fabrication facilities are not expanded and new facilities are not built, we may be unable to generate significant new orders and sales for our systems. During periods of declining demand for semiconductor manufacturing equipment, our customers typically reduce purchases, delay delivery of ordered products and/or cancel orders, resulting in reduced net sales and backlog, delays in revenue recognition and excess inventory for us. For example, during the first half of 2015, we have seen delays in our customer's spending in DRAM and across sub-20 nanometer foundry and logic businesses. Also, during the second quarter of 2012, we experienced a delay in the shipment of SUPREMA strip systems as a result of softness in the industry, resulting in a reduction in our net sales in the quarter and the year, and consequently, lower results of operations and cash from operations. Increased price competition may also result as we compete for the smaller demand in the market, causing pressure on our gross margin and net income.

We are dependent on our revenue and the success of our cost reduction measures to ensure adequate liquidity and capital resources during the next twelve months.

We incurred operating losses from 2008 through 2013 and have generated negative cash flows from operating activities from 2008 through 2014. As of June 28, 2015, we had cash and cash equivalents of $30.9 million and working capital of $76.5 million. Our operations require careful management of our cash and working capital balances. Our liquidity is affected by many factors including, among others, fluctuations in our revenue, gross margin and operating expenses, as well as changes in our operating assets and liabilities, and availability of financing sources, including under our revolving credit facility. The cyclicality of the semiconductor industry makes it difficult for us to predict our future liquidity needs with certainty. Any upturn in the semiconductor industry would result in short-term uses of our cash to fund inventory purchases. In addition, the ineffectiveness of our cost reduction efforts may cause us to incur additional losses in the future and lower our cash balances.

We may need additional funds to support our working capital requirements and operating expenses, or for other requirements. Historically, we have relied on a combination of fundraising from the sale of equity securities and cash generated from product, service and royalty revenues to provide funding for our operations. On April 12, 2013, we entered into a three-year $25.0 million senior secured revolving credit facility with Silicon Valley Bank. As of June 28, 2015, we had no outstanding borrowing under the credit facility. On October 21, 2014, we entered into an amendment with Silicon Valley Bank to amend the credit facility, extending the term of the credit facility to October 12, 2017. If we do not comply with the affirmative and negative covenants contained in the credit facility, we may be in default under the credit facility, which may have a negative impact on our liquidity position through our inability to utilize any availability under the credit facility or an acceleration of any future amounts outstanding under the credit facility.

We will continue to review our expected cash requirements and take appropriate cost reduction measures to ensure that we have sufficient liquidity. Although we will pursue cost reduction measures, we are largely dependent upon improvement in the semiconductor equipment industry specifically, and general continued improvement in the economy as a whole, to increase our sales in order to improve our profitability and cash position. We periodically review our liquidity position and, in addition to the net proceeds from our February 2014 registered common stock offering of approximately $31.7 million, we may opportunistically seek to raise additional funds from a combination of sources including the issuance of equity or debt securities through public or private financings. In the event additional needs for cash arise, we also may seek to raise these funds externally through other means. The availability of additional financing will depend on a variety of factors, including

among others, market conditions, the general availability of credit, our credit ratings, and our ability to maintain our listing on NASDAQ. As a consequence, these financing options may not be available to us on a timely basis, or on terms acceptable to us, and could be dilutive to our stockholders.

Our current liquidity position may result in risks and uncertainties affecting our operations and financial position, including the following:


•	we may be required to reduce planned expenditures or investments;


•	we may be unable to compete in our newer or developing markets;


•	suppliers may require standby letters of credit before delivering goods and services, which will result in additional demands on our cash;


•	we may not be able to obtain and maintain normal terms with suppliers;


•	customers may delay or discontinue entering into contracts with us; and


•	our ability to retain management and other key individuals may be negatively affected.

Failure to generate sufficient cash flows from operations, raise additional capital or reduce spending could have a material adverse effect on our ability to achieve our intended long-term business objectives.

We face stiff competition in the semiconductor equipment industry.

The semiconductor equipment industry is both highly competitive and subject to rapid technological change. Significant competitive factors include the following:


•	system performance;


•	cost of ownership;


•	size of the installed base;


•	breadth of product line;


•	delivery speed; and


•	customer support.

Competitive pressure has been increasing in several areas. In addition to increased price competition, customers are waiting to make purchase commitments based on their end-user demand, which are then placed with requests for rapid delivery dates and increased product support. Most of our major competitors are larger than we are, have greater capital resources and may have a competitive advantage over us by virtue of having:


•	broader product lines;


•	greater experience with handling manufacturing cycles;


•	substantially larger customer bases; and


•	substantially greater customer support, financial, technical and marketing resources.

Our competitors include Applied Materials, Inc., Dainippon Screen Manufacturing Company, Lam Research Corporation, PSK, Inc., Tokyo Electron Limited and Ultratech Inc. As we derive a substantial percentage of our revenues from a limited number of products, our business, operating results, financial condition, and cash flows could be adversely affected by a decline in demand for even a limited number of our products and a failure to achieve continued market acceptance of our key products.

Growth in the semiconductor equipment industry is increasingly concentrated in the largest companies, continuing the trend in increasing industry consolidation, such as the merger of Lam Research and Novellus Systems in 2012. Semiconductor companies are consolidating their vendor base and prefer to purchase from vendors with a strong, worldwide support infrastructure.

To expand our sales we must often displace the systems of our competitors or sell new systems to customers of our competitors. Our competitors may develop new or enhanced competitive products that offer price or performance features that are superior to our systems. Our competitors also may be able to respond more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to the development, promotion, sale and on-site customer support of their product lines. We may not be able to maintain or expand our sales if competition increases and we are unable to respond effectively.

We must continually anticipate technology trends, improve our existing products and develop new products in order to be competitive. The development of new or enhanced products involves significant risks, additional costs and delays in revenue recognition. Technical and manufacturing difficulties experienced in the introduction of new products could be costly and could adversely affect our customer relationships.

The markets in which our customers and we compete are characterized by rapidly changing technology, evolving industry standards and continuous improvements in products and services. Consequently, our success depends upon our ability to anticipate future technology trends and customer needs, to develop new systems and processes that meet industry standards and customer requirements and that compete effectively on the basis of price and performance.

Our development of new products involves significant risk, since the products are very complex and the development cycle is long and expensive. The success of any new system we develop and introduce is dependent on a number of factors, including our ability to correctly predict customer requirements for new processes, to assess and select the potential technologies for research and development and to timely complete new system designs that are acceptable to the market. We may make substantial investments in new technologies before we can know whether they are technically or commercially feasible or advantageous, and without any assurance that revenue from future products or product enhancements will be sufficient to recover the associated development costs. Not all development activities result in commercially viable products. We may not be able to improve our existing systems or develop new technologies or systems in a timely manner. We may exceed the budgeted cost of reaching our research, development and engineering objectives, and planned product development schedules may require extension. Any delays or additional development costs could have a material adverse effect on our business and results of operations.

Our products are complex, and we may experience technical or manufacturing inefficiencies, delays or difficulties in the prototype introduction of new systems and enhancements, or in achieving volume production of new systems or enhancements that meet customer requirements. Our inability, or the inability of our supply chain partners, to overcome such difficulties, to meet the technical specifications of any new systems or enhancements or to manufacture and ship these systems or enhancements in the required volume and in a timely manner would materially adversely affect our business and results of operations, as well as our customer relationships.

Our revenue recognition policies require that during the initial evaluation phase of a new product, customer acceptance needs to be obtained before we can recognize revenue on the product. Customer acceptance may not be completed in a timely manner for a variety of reasons, whether or not related to the quality and performance of our products. Any delays in customer acceptance may result in revenue recognition delays and have an adverse impact on our results of operations.

We may from time to time incur unanticipated costs to ensure the functionality and reliability of our products early in their life cycles, and such costs can be substantial. If we encounter reliability or quality problems with our new products or enhancements, we could face a number of difficulties, including reduced orders, higher manufacturing costs, delays in collection of accounts receivable and additional service and warranty expenses, all of which could materially adversely affect our business and results of operations. The costs associated with our warranties may be significant, and in the event our projections and estimates of these costs are inaccurate, our financial performance could be seriously harmed. In addition, if we experience product failures at an unexpectedly high level, our reputation in the marketplace could be damaged, and our business would suffer.

We are highly dependent on international sales, and face significant international business risks.

International sales accounted for 89 percent of our net revenue for the six months ended June 28, 2015, and 86 percent and 90 percent of our net revenue for the years ended December 31, 2014 and 2013, respectively. We anticipate international sales will continue to account for the vast majority of our future net sales. Asia has been a particularly important region for our business, and we anticipate that it will continue to be important going forward. Our sales to customers located in Asia accounted for 86 percent of our net revenue for the six months ended June 28, 2015, and 81 percent and 85 percent of our net revenue for the years ended December 31, 2014 and 2013, respectively. Because of our continuing dependence upon international sales, we are subject to a number of risks associated with international business activities, including:


•	burdensome governmental controls, laws, regulations, tariffs, duties, taxes, restrictions, embargoes or export license requirements;


•	unexpected changes in laws or regulations prompted by economic stress, such as protectionism, and other attempts to rectify real or perceived international trade imbalances;


•	exchange rate volatility;


•	the need to comply with a wide variety of foreign and U.S. customs, export and other laws;


•	political and economic instability;


•	government-sponsored competition;


•	differing labor regulations;


•	reduced protection for, and increased misappropriation of, intellectual property;


•	difficulties in accounts receivable collections;


•	increased costs for product shipments and potential difficulties from shipment delays;


•	difficulties in managing distributors, representatives, contract manufacturers and suppliers;


•	difficulties in staffing and managing foreign subsidiary operations; and


•	natural disasters, acts of war, terrorism, widespread illness or other catastrophes affecting foreign countries.

Our sales to date have been denominated primarily in U.S. dollars; however future sales to Asian customers may be denominated in the customer's local currency. Our sales in foreign currencies are subject to risks of currency fluctuation. For U.S. dollar sales in foreign countries, our products may become less price competitive when the local currency is declining in value compared to the dollar. This could cause us to lose sales or force us to lower our prices, which would reduce our gross margins.

Significant fluctuations in our operating results are difficult to predict due to our lengthy sales cycle, and our results may fall short of anticipated levels, which could cause our stock price to decline.

Our systems revenues depend upon the decision of a prospective customer to increase or replace manufacturing capacity, typically involving a significant capital commitment. Accordingly, the decision to purchase our systems requires time-consuming internal procedures associated with the evaluation, testing, implementation and introduction of new technologies into our customers' manufacturing facilities. Even after the customer determines that our systems meet their qualification criteria, we may experience delays finalizing system sales while the customer obtains approval for the purchase, constructs new facilities or expands its existing facilities. Consequently, the time between our first contact with a customer regarding a specific potential purchase and the customer's placing its first order may last from one to two years or longer. We may incur significant sales and marketing expenses during this evaluation period, in addition to tying up substantial inventory in customer product evaluations. The length of this period makes it difficult to accurately forecast future sales. Also, any unexpected delays in orders could impact our revenue and operating results. If sales forecast for a specific customer are not realized, we may experience an unplanned shortfall in net revenue, and our quarterly and annual revenue and operating results may fluctuate significantly from period to period.

Our quarterly and annual revenue and operating results have varied significantly in the past and are likely to vary significantly in the future, which makes it very difficult for us to predict our future operating results. We incurred significant net losses between 2001 and 2003, yet were profitable for each of the years 2004 to 2007. We again incurred net losses from 2008 through the third quarter of 2013, due to our fluctuating revenue levels and/or declining demand as a result of the weakness in the semiconductor equipment market and the global economy. We may not achieve profitability in future quarters and years. We will need to generate significant sales to achieve profitability, and we may not be able to do so. A substantial percentage of our operating expenses are fixed in the short term and we may continue to be unable to adjust spending to compensate for shortfalls in net revenue. As a result, we may incur losses in the future, which could cause the price of our common stock to decline further or remain at a low level for an extended period of time.

Any weakness in the global economy may negatively impact our financial performance.

The recessionary conditions of 2008 and 2009 in the global economy and the slowdown in the semiconductor industry impacted customer demand for our products and correspondingly, negatively impacted our financial performance. There remains high unemployment in developed countries, concerns regarding the availability of credit, uncertainty about a sustained economic recovery in the U.S. and fears of further economic deterioration in Europe, China, and the developing world, which in turn, may lead to a global downturn. Any of these factors could have a negative impact on our business or our financial condition.

Demand for semiconductor equipment depends on consumer spending. Future economic uncertainty may lead to a decrease in consumer spending and may cause certain of our customers to cancel or delay orders. In addition, if our customers have difficulties obtaining capital or financing, this could result in lower sales. Customers with liquidity issues could lead to charges to our bad debt expense, if we are unable to collect accounts receivables. These conditions could also affect our key suppliers, which could affect their ability to supply parts to us, and result in delays of the completion of our systems and the shipment of these systems to our customers.

If as a result of any economic downturn and the uncertainty of any future decline in demand for our products due to slowdowns in the semiconductor industry, we may have to take additional, actions to reduce costs. These actions could further reduce our ability to invest in research and development at levels we believe are desirable. If we are unable to effectively align our cost structure with prevailing market conditions, we will experience additional losses and additional reductions in our cash and cash equivalents. If we are not able to suitably adapt to these economic conditions in a timely manner or at all, our performance, cash flows, results of operations and ability to access capital could be materially and adversely impacted.

Because of competition for qualified personnel, we may not be able to recruit or retain necessary personnel, which could impede development or sales of our products.

Our growth will depend on our ability to attract and retain qualified, experienced employees. Our ability to attract employees may be harmed by our recent financial losses, which have impacted our available cash and our ability to provide performance-based annual cash incentives. Also, part of our total compensation program includes share-based compensation. Share-based compensation is an important tool in attracting and retaining employees in our industry. If the market price of our common shares declines or remains low, it may adversely affect our ability to attract or retain employees.

During periods of growth in the semiconductor industry, there is substantial competition for experienced engineering, technical, financial, sales and marketing personnel in our industry. In particular, we must attract and retain highly skilled design and process engineers. If we are unable to retain existing key personnel, or attract and retain additional qualified personnel, we may from time to time experience inadequate levels of staffing to develop and market our products and perform services for our customers. As a result, our growth could be limited, we could fail to meet our delivery commitments or we could experience deterioration in service levels or decreases in customer satisfaction.

The price of our common stock has fluctuated in the past and may continue to fluctuate significantly in the future, which may lead to losses by investors, delisting, securities litigation or hostile or otherwise unfavorable takeover offers.

The market price of our common stock has been highly volatile in the past, and our stock price may decline in the future. For example, for the year ended December 31, 2014, the closing price range for our common stock was between $1.84 and $3.68 per share. Our stock may be subject to eventual delisting from NASDAQ if we do not maintain a minimum $1.00 per share trading price. In late 2012, we received a warning letter from NASDAQ as a result of our stock trading below $1.00 for a sustained period of time. While our stock price recovered to trade above $1.00 since January 7, 2013, any future decline below

$1.00 per share may trigger a possible delisting by NASDAQ, and any delisting from NASDAQ would likely lead to less liquidity for our shareholders and increased volatility in our stock price.

The relatively low stock price makes us attractive to hedge funds and other short-term investors. This could result in substantial stock price volatility and cause fluctuations in trading volumes for our stock. Fluctuations in the trading price or liquidity of our common stock may harm the value of your investment in our common stock.

In addition, in recent years the stock market in general, and the market for shares of high technology stocks in particular, has experienced extreme price fluctuations. These fluctuations have frequently been unrelated to the operating performance of the affected companies. In the past, securities class action litigation often has been instituted against a company following periods of volatility in its stock price. This type of litigation, if filed against us, could result in substantial costs and divert our management's attention and resources.

Our stock price has been below the 2010 to 2014 five-year peak of $5.46 for several years, and if net revenue does not return to the peak 2011 levels or we are unable to sustain profitability in the near term, we could be an attractive target for acquisition or be impacted by mergers and acquisitions by our competitors or other consolidation in the industry. An acquisition or merger could be hostile or on terms unfavorable to us, and may result in substantial costs and potential disruption to our business.

Other factors that may have a significant impact on the market price and marketability of our securities include changes in securities analysts' recommendations, short selling, and halting or suspension of trading in our common stock by NASDAQ.

We may outsource select manufacturing activities to third-party service providers, which decreases our control over the performance of these functions and quality of our products.

From time to time, we may outsource product manufacturing to third-party service providers. Outsourcing has a number of risks and reduces our control over the performance of the outsourced functions. Significant performance problems by these third-party service providers could result in cost overruns, delayed deliveries, shortages, quality issues or other problems that could result in significant customer dissatisfaction and could materially and adversely affect our business, financial condition and results of operations. If for any reason one or more of these third-party service providers becomes unable or unwilling to continue to provide services of acceptable quality, at acceptable costs and in a timely manner, our ability to deliver our products to our customers could be severely impaired.

We depend upon a limited number of suppliers for some components and sub-assemblies, and supply shortages or the loss of these suppliers could result in increased cost or delays in the manufacture and sale of our products.

We rely, to a substantial extent, on outside vendors to provide many of the components and sub-assemblies of our systems. We obtain some of these components and sub-assemblies from a sole source or a limited group of suppliers. We generally acquire these components on a purchase order basis and not under long-term supply contracts. Because of our reliance on these vendors and suppliers, we may be unable to obtain an adequate supply of required components. When demand for semiconductor equipment is strong, our suppliers may have difficulty providing components on a timely basis.

In addition, during periods of shortages of components, we may have reduced control over pricing and timely delivery of components. We often quote prices to our customers and accept customer orders for our products prior to purchasing components and sub-assemblies from our suppliers. If our suppliers increase the cost of components or sub-assemblies, we may not have alternative sources of supply and may no longer be able to increase the price of the system being evaluated by our customers to cover all or part of the increased cost of components.

The manufacture of some of these components is an extremely complex process and requires long lead times. If we are unable to obtain adequate and timely deliveries of our required components, we may have to seek alternative sources of supply or manufacture such components internally. This could delay our ability to manufacture or ship our systems in a timely manner, causing us to lose sales, incur additional costs, delay new product introductions and harm our reputation. Historically, we have not experienced any significant delays in manufacturing due to an inability to obtain components, and we are not currently aware of any specific problems regarding the availability of components that might significantly delay the manufacturing of our systems in the future. Any inability to obtain adequate deliveries, or any other circumstance that would require us to seek alternative sources of supply or to manufacture such components internally, could delay our ability to ship our systems and could have a material adverse effect on us.

Our gross margins may be impacted if we do not effectively manage our inventory and costs.

We need to manage our inventory of component parts, work-in-process and finished goods (principally comprised of products undergoing customer evaluations) effectively to meet customer delivery demands at an acceptable risk and cost. For both the inventories that support manufacture of our products and our spare parts inventories, if the anticipated customer demand does not materialize in a timely manner, we will incur increased carrying costs and some inventory could become excess or obsolete, resulting in write-offs, which would adversely affect our cash position and results of operations. The sale of this inventory during periods of increasing revenue could temporarily impact our gross margins favorably due to the adjusted carrying value of this inventory, and could result in future unpredictability in our gross margin estimates. In addition, we may be subject to higher production costs due to increasing freight, labor and other operating expenses in connection with the shipment of our products due to market factors, particularly heightened when we experience accelerated shipment schedules.

Our gross margins for sales of products that we manufacture in Germany may fluctuate due to changes in the value of the Euro.

We develop and manufacture our Millios product in Germany, where our costs for labor and materials are primarily denominated in Euros. Future increases in the value of the Euro, if any, could increase our development costs, our costs to manufacture systems, and our costs to purchase spare parts for products from our suppliers, which would make it more difficult for us to compete and could adversely affect our results of operations.

We primarily manufacture our products at one manufacturing facility and are thus subject to risk of disruption.

Although, from time to time, we outsource select core product manufacturing to third parties, we continue to produce our latest generation products at our principal manufacturing plant in Fremont, California and produce our Millios product at our research and manufacturing facility in Dornstadt, Germany. We have limited ability to interchangeably produce our products at either facility, and in the event of a disruption of operations at one facility, our other facility may not be able to make up the capacity loss. Our operations could be subject to disruption for a variety of reasons, including, but not limited to, natural disasters, including earthquakes in California, work stoppages, operational facility constraints and terrorism. Such disruption could cause delays in shipments of products to our customers, result in cancellation of orders or loss of customers and seriously harm our business.

We self-insure certain risks including earthquake risk. If one or more of the uninsured events occurs, we could suffer major financial losses.

We purchase insurance to help mitigate the economic impact of certain insurable risks; however, certain other risks are uninsurable or are insurable only at significant cost or cannot be mitigated with insurance. An earthquake could significantly disrupt our principal manufacturing operations in Fremont, California, an area highly susceptible to earthquakes. It could also significantly delay our research and development efforts on new products, a significant portion of which is conducted in California. We self-insure earthquake risks because we believe this is a prudent financial decision based on the high cost and limited coverage available in the earthquake insurance market. If a major earthquake were to occur, we could suffer a major financial loss and face significant disruption in our business.

If we are unable to protect our intellectual property, we may lose valuable assets and experience reduced market share. Efforts to protect our intellectual property may be costly to resolve, require costly litigation and could divert management attention. We also agree to indemnify customers for certain claims, and such obligations are more likely to increase during downturns.

We rely on a combination of patents, copyrights, trademark and trade secret laws, non-disclosure agreements, and other intellectual property protection methods to protect our proprietary technology. Despite our efforts to protect our intellectual property, we may from time to time be subject to claims of infringement of other parties' patents or other proprietary rights. If this occurs, we may not be able to prevent their use of such technology. Our means of protecting our proprietary rights may not be adequate and our patents may not be sufficiently broad to protect our technology. Any patents owned by us could be challenged, invalidated or circumvented and any rights granted under any patent may not provide adequate protection to us.

Furthermore, we may not have sufficient resources to protect our rights. When we outsource portions of our manufacturing, we are less able to protect our intellectual property, and rely more on our service providers to do so. Our service providers may not always be able to assure that their employees or former employees do not use our intellectual property for their own account to compete with us. Our competitors may independently develop similar technology, or design around patents that may be issued to us. In addition, the laws of some foreign countries may not protect our proprietary rights to as great an extent as do the laws of the United States and it may be more difficult to monitor the use of our intellectual property in

such foreign countries. As a result of these threats to our proprietary technology, we may have to resort to costly litigation to enforce our intellectual property rights.

Customers may request that we indemnify them or otherwise compensate them because of claims of intellectual property infringement made against them by third parties. Our involvement in any patent dispute or other intellectual property dispute or action to protect trade secrets, even if the claims are without merit, could be very expensive to defend and could divert the attention of our management. Adverse determinations in any litigation could subject us to significant liabilities to third parties, require us to seek costly licenses from third parties and prevent us from manufacturing and selling our products. Royalty or license agreements, if required, may not be available on terms acceptable to us, or at all. Any of these situations could have a material adverse effect on our business and operating results in one or more countries where we do business.

In the normal course of business, we indemnify customers with respect to certain matters, for example if our tool infringes the intellectual property rights of any third party or if we breach any promise in our contract with the customer. During downturns in general or adverse industry specific economic conditions, our customers may feel they have greater leverage in negotiating with us and may require that the extent and scope of our obligation to indemnify them be expanded. In the future, our financial performance could be materially adversely affected if we expend significant amounts in defending or settling any claims raised under customer indemnification provisions in our contract.

Data breaches and cyber-attacks could compromise our operations, or the operations of our third party service providers whom we rely upon, and cause significant damage to our business and reputation.

Over the past year, cyber-attacks have become more prevalent and much harder to detect and defend against. We believe that companies have been increasingly subject to a wide variety of security incidents, cyber-attacks and other attempts to gain unauthorized access. These threats can come from a variety of sources, all ranging in sophistication from an individual hacker to a state-sponsored attack. Cyber threats may be generic, or they may be custom-crafted against our information systems.

In the ordinary course of our business, we maintain sensitive data on our networks, including our intellectual property and proprietary or confidential business information relating to our business and that of our customers and business partners. The secure maintenance of this information is critical to our business and reputation. Our network and storage applications may be subject to unauthorized access by hackers or breached due to operator error, malfeasance or other system disruptions. It is often difficult to anticipate or immediately detect such incidents and the damage caused by such incidents. These data breaches and any unauthorized access or disclosure of our information or intellectual property could compromise our intellectual property and expose sensitive business information. A data security breach could also lead to public exposure of personal information of our employees, customers and others. Cyber-attacks could cause us to incur significant remediation costs, result in product development delays, disrupt key business operations and divert attention of management and key information technology resources. These incidents could also subject us to liability, expose us to significant expense and cause significant harm to our reputation and business.

We also rely on third party service providers to maintain some of our networks and information technology infrastructure. All of these third party service providers face risks relating to cyber-security similar to ours, which could disrupt their businesses and therefore materially impact ours.

We are exposed to various risks relating to compliance with the regulatory environment, including export control laws material contracts provisions and conflict-mineral reporting, and non-compliance or non-performance with any of these items could result in adverse consequences and monetary fines or damages.

We are subject to various risks related to (1) disagreements and disputes between national and regional regulatory agencies related to international trade; (2) new, inconsistent and conflicting rules by regulatory agencies in the countries in which we operate; and (3) interpretation and application of different laws and regulations. If we are found by a court or regulatory agency to not be in compliance with the applicable laws and regulations, our business, financial condition and results of operations could be adversely affected.

As an exporter, we must comply with various laws and regulations relating to the export of products and technology from the U.S. and other countries having jurisdiction over our operations. In the U.S. these laws include the International Traffic in Arms Regulations (“ITAR”) administered by the State Department's Directorate of Defense Trade Controls, the Export Administration Regulations (“EAR”) administered by the Bureau of Industry and Security (“BIS”), and trade sanctions against embargoed countries and destinations administered by the U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”). The EAR governs products, parts, technology and software which present military or weapons proliferation concerns, so-called “dual use” items, and ITAR governs military items listed on the United States Munitions List. Prior to

shipping certain items, we must obtain an export license or verify that license exemptions are available. In addition, we must comply with certain requirements related to documentation, record keeping, plant visits and hiring of foreign nationals. Any failures to comply with these laws and regulations could result in fines, adverse publicity and restrictions on our ability to export our products, and repeat failures could carry more significant penalties. In 2008, we self-disclosed to BIS certain inadvertent EAR violations, and in April 2012, we entered into a settlement agreement with BIS that resolved in full all matters contained in our voluntary self-disclosure and paid a civil penalty of $250,000.

We are a party to a governmental contract with the Canadian Minister of Industries ("Minister"), that provides for liquidated damages in the event that we fail to comply with their covenants or requirements. Under the provisions of this agreement, if Mattson Technology, Canada, Inc. ("MTC") is dissolved, files for bankruptcy or we, or MTC, do not materially satisfy the obligations pursuant to any material terms or conditions, the Minister could demand payment of liquidated damages in the amount of C$14.3 million less any royalties paid to the Minister. These liquidated damage payments could be significant and may adversely impact our financial condition or results of operations.

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC established new disclosure and reporting requirements for those companies who use "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries in their products, whether or not these products are manufactured by third parties. These new requirements could affect the sourcing and availability of minerals used in the manufacture of our products. We have to date incurred costs and expect to incur additional costs associated with complying with the disclosure requirements, including for example, due diligence in regard to the sources of any conflict minerals used in our products and the initial filing that reported our results, in addition to the cost of remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. Additionally, we may face reputational challenges with our customers and other stakeholders because we have, to date, been unable to sufficiently verify the origins of all minerals used in our products through the due diligence procedures that we implement. We may also face challenges with government regulators and our customers and suppliers if we are unable to sufficiently verify that the metals used in our products are conflict free. We expect to continue to incur significant costs associated with complying with the disclosure requirements, such as costs related to determining the source of certain minerals used in our products.

Our failure to comply with environmental or safety regulations could result in substantial liability.

We are subject to a variety of federal, state, local and foreign laws, rules, and regulations relating to environmental protection and workplace safety. These laws, rules and regulations govern the use, storage, discharge and disposal of hazardous chemicals during manufacturing, research and development and sales demonstrations, as well as governmental standards for workplace safety. If we fail to comply with present or future regulations, especially in our manufacturing facilities in the U.S. and Germany, we could be subject to substantial liability for cleanup efforts, personal injury, fines or suspension or cessation of our operations. We may be subject to liability if we have past violations. Restrictions on our ability to expand or continue to operate at our present locations could be imposed upon us as a result of such laws, rules and regulations, and we could be required to acquire costly remediation equipment or incur other significant expenses.

Any future business divestitures or acquisitions may disrupt our business, diminish stockholder value or distract management attention.

We may seek to divest of certain assets or businesses from time to time, especially if we need additional liquidity or capital resources. When we make a decision to sell assets or a business, we may encounter difficulty completing the transaction as a result of a range of possible factors such as new or changed demands from the buyer. These circumstances may cause us to incur additional time or expense or to accept less favorable terms, which may adversely affect the overall benefits of the transaction.

As part of our ongoing business strategy, we may consider acquisitions of, or significant investments in, businesses that offer products, services and technologies complementary to our own. Such acquisitions could materially adversely affect our operating results and/or the price of our common stock. Acquisitions also entail numerous risks, including:


•	difficulty of assimilating the operations, products and personnel of the acquired businesses and possible impairments caused by this;


•	potential disruption of our ongoing business;


•	unanticipated costs associated with the acquisition;


•	inability of management to manage the financial and strategic position of acquired or developed products, services and technologies;


•	inability to maintain uniform standards, controls, policies and procedures; and


•	impairment of relationships with employees and customers that may occur as a result of integration of the acquired business.

To the extent that shares of our stock or other rights to purchase stock are issued in connection with any future acquisitions, dilution to our existing stockholders will result, and our earnings per share may suffer. We may be required to incur debt to pay for any future acquisitions, which could subject us to restrictive financial covenants and other leverage limitations. Any future acquisitions may not generate additional revenue or provide any benefit to our business, and we may not achieve a satisfactory return on our investment in any acquired businesses.

Divestitures, acquisitions and other transactions are inherently risky, and we cannot provide any assurance that our previous or future transactions will be successful. The inability to effectively manage the risks associated with these transactions could materially and adversely affect our business, financial condition or results of operations.

To the extent we are leveraged financially, it could adversely affect our ability to adjust our business to respond to competitive pressures and to obtain sufficient funds to satisfy our future research and development needs, to protect and enforce our intellectual property and other needs.

In April 2013, we entered into a three-year $25.0 million senior secured revolving credit facility with Silicon Valley Bank. In October 2014, we entered into an amendment to the credit facility, extending the term of the loan, among other things. As of June 28, 2015, we had no outstanding borrowing under the credit facility and had availability to borrow an additional $25.0 million under the credit facility. The degree to which we are leveraged could have important consequences, including, but not limited to, the following:


•	our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, litigation, general corporate or other purposes may be limited;


•	a substantial portion of our cash flows from operations in the future will be dedicated to the repayment of the credit facility; and


•	we may be more vulnerable to economic downturns, less able to withstand competitive pressures and less flexible in responding to changing business and economic conditions.

In 2014, we entered into several amendments and waivers of our credit facility with Silicon Valley Bank that amended certain financial covenants and waived compliance with certain financial covenants. We may not be able to obtain waivers of covenants in the future, and a failure to comply with the covenants and other provisions of the credit facility could result a lack of availability for borrowing under the credit facility or events of default, which could permit acceleration of repayment of all amounts due under the credit facility. Any required repayment of our credit facility as a result of a fundamental change or other acceleration would lower our current cash on hand such that we would not have those funds available for use in our business.

If we are at any time unable to generate sufficient cash flows from operations to service our indebtedness when payment is due, we may be required to attempt to renegotiate the terms of the instruments relating to the indebtedness, seek to refinance all or a portion of the indebtedness or obtain additional financing. There can be no assurance that we will be able to successfully renegotiate such terms, that any such refinancing would be possible or that any additional financing could be obtained on terms that are favorable or acceptable to us.

Our failure to establish and maintain effective internal control over financial reporting could result in our failure to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which in turn could cause the trading price of our common stock to decline.

In connection with our assessment of the effectiveness of internal control over financial reporting and the preparation of our financial statements for the year ended December 31, 2013, we identified three significant deficiencies in our internal control over financial reporting with respect to inventory that, when aggregated, constituted a material weakness in our internal control over financial reporting as of December 31, 2013. While none of these significant deficiencies was individually considered a material weakness, our management determined that, in the aggregate, these control deficiencies constituted a material weakness, because they could result in a material misstatement of the consolidated financial statements that would not be prevented or detected. Because of this material weakness, which arose from our failure to maintain effective controls over the accounting for the existence, valuation and presentation of inventory, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2013.

During the year ended December 31, 2014, we implemented new enhancements to our internal controls over financial reporting, including new processes and procedures to ensure inventory is valued timely and accurately. Our remediation efforts, including the testing of these controls continued throughout 2014. Once these controls were shown to be operational for a sufficient period of time to allow management to conclude that these controls were operating effectively, the material weakness related to the accounting for the existence, valuation and presentation of inventory was considered remediated in the fourth quarter of 2014.

We cannot assure you that similar material weaknesses will not recur. Any failure to maintain or implement new or improved internal controls, or any difficulties that we may encounter in their maintenance or implementation, could result in additional significant deficiencies or material weaknesses, result in material misstatements in our financial statements and cause us to fail to meet our reporting obligations, which in turn could cause the trading price of our common stock to decline. In addition, any such failure could, in the future, adversely affect the results of our periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002.

Changes in tax rates or tax liabilities could affect results.

We are subject to taxation in the U.S. and various other countries. Significant judgment is required to determine and estimate worldwide tax liabilities. Our future annual and quarterly tax rates could be affected by numerous factors, including changes in the applicable tax laws, composition of earnings in countries with differing tax rates or our valuation and utilization of deferred tax assets and liabilities. In addition, we are subject to regular examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. Although we believe our tax estimates are reasonable, there can be no assurance that any final determination will not be materially different from the treatment reflected in our historical income tax provisions and accruals, which could materially and adversely affect our results of operations.

Our restated certificate of incorporation and restated bylaws and Delaware law contain provisions that could discourage transactions resulting in a change in control, which may negatively affect the market price of our common stock.

Our restated certificate of incorporation, our restated bylaws and Delaware law contain provisions that might enable our management to discourage, delay or prevent a change in control. In addition, these provisions could limit the price that investors would be willing to pay in the future for shares of our common stock. Pursuant to such provisions:


•	our board of directors is authorized, without prior stockholder approval, to create and issue preferred stock, commonly referred to as “blank check” preferred stock, with rights senior to those of common stock;


•	our board of directors is staggered into three classes, only one of which is elected at each annual meeting;


•	stockholder action by written consent is prohibited;


•	nominations for election to our board of directors and the submission of matters to be acted upon by stockholders at a meeting are subject to advance notice requirements;


•	certain provisions in our bylaws and certificate of incorporation such as notice to stockholders, the ability to call a stockholder meeting, advance notice requirements and action of stockholders by written consent may only be amended with the approval of stockholders holding 66 2/3 percent of our outstanding voting stock;


•	the ability of our stockholders to call special meetings of stockholders is prohibited; and


•	subject to certain exceptions requiring stockholder approval, our board of directors is expressly authorized to make, alter or repeal our bylaws.

We are subject to Section 203 of the Delaware General Corporation Law, which provides, subject to enumerated exceptions, that if a person acquires 15 percent or more of our outstanding voting stock, the person is an “interested stockholder” and may not engage in any “business combination” with us for a period of three years from the time the person acquired 15 percent or more of our outstanding voting stock.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.	OTHER INFORMATION

None.


ITEM 6.	EXHIBITS




Exhibit		Incorporated By Reference			Filed
Number	Description	Form	Date	Number	Within
3.1	Amended and Restated Certificate of Incorporation of Mattson Technology, Inc.	8-K/A	1/30/2001	3(i)
3.2	Amended and Restated Bylaws of Mattson Technology, Inc.	8-K	12/22/2010	3.1
3.3	Certificate of Elimination of Series A Preferred Stock of Mattson Technology, Inc.	8-K	5/5/2015	3.1
4.1	Amendment No. 3 to Rights Agreement, dated May 5, 2015, between Mattson Technology, Inc. and Computershare Trust Company, N.A., as Rights Agent and successor to Mellon Investor Services, LLC.	8-K	5/5/2015	4.1
10.1	Mattson Technology, Inc. 2012 Equity Incentive Plan	8-K	5/29/2015	10.1
31.1	Certification of Chief Executive Officer Pursuant to Sarbanes‑Oxley Act Section 302(a)				X
31.2	Certification of Chief Financial Officer Pursuant to Sarbanes‑Oxley Act Section 302(a)				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350				X
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension Schema Document.				X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.				X
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.				X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.				X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.				X

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.



	MATTSON TECHNOLOGY, INC.
	(Registrant)

July 31, 2015



	By: /s/ FUSEN E. CHEN
	Fusen E. Chen President and Chief Executive Officer (Principal Executive Officer)

July 31, 2015



	By: /s/ J. MICHAEL DODSON
	J. Michael Dodson Chief Operating Officer, Chief Financial Officer, Executive Vice President and Secretary (Principal Financial Officer)

July 31, 2015



	By: /s/ TYLER PURVIS
	Tyler Purvis Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. sophomore Good

Mattson Technology (MTSN) Inactive 10-Q2015 Q2 Quarterly report

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