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 March 31, 1996 OR [ ] 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 0-21970 ------------------------ MATTSON TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 77-0208119 (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 3550 WEST WARREN AVENUE FREMONT, CALIFORNIA 94538 (Address of principal executive offices) (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 such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Number of shares of common stock outstanding as of MAY 10, 1996: 13,864,110 PART I -- FINANCIAL INFORMATION 1. FINANCIAL STATEMENTS MATTSON TECHNOLOGY, INC. CONDENSED CONSOLIDATED BALANCE SHEET (in thousands) (unaudited) ASSETS MAR. 31, DEC. 31, 1996 1995 ---- ---- Current assets: Cash and cash equivalents $ 25,751 $ 14,310 Short-term investments 14,019 27,861 Accounts receivable, net 19,126 13,988 Inventories 12,446 10,839 Prepaid expenses and other current assets 3,196 2,440 --------- --------- Total current assets 74,538 69,438 Property and equipment, net 6,968 4,651 --------- --------- $ 81,506 $ 74,089 --------- --------- --------- --------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 4,494 $ 3,887 Accrued liabilities 12,354 9,126 --------- --------- Total current liabilities 16,848 13,013 --------- --------- Shareholders' equity: Common stock 55,951 55,898 Deferred compensation (60) (73) Net unrealized loss on investments 12 - Cumulative translation adjustments (26) (16) Retained earnings 8,805 5,267 --------- --------- Total shareholders' equity 64,658 61,076 --------- --------- $ 81,506 $ 74,089 --------- --------- --------- --------- See accompanying notes to condensed consolidated financial statements. 2 MATTSON TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENT OF INCOME (in thousands, except per share amounts) (unaudited) THREE MONTHS ENDED ------------------------ MAR. 31, APR. 2, 1996 1995 --------- --------- Net sales $ 22,002 $ 9,437 Cost of sales 9,181 4,532 --------- --------- Gross profit 12,821 4,905 Operating expenses: --------- --------- Research, development and engineering 2,648 1,034 Selling, general and administrative 5,266 1,896 --------- --------- Total operating expenses 7,914 2,930 --------- --------- Income from operations 4,907 1,975 Interest and other income 610 347 --------- --------- Income before income taxes 5,517 2,322 Tax provision 1,979 642 --------- --------- Net income $ 3,538 $ 1,680 --------- --------- --------- --------- Net income per share $ 0.23 $ 0.12 --------- --------- --------- --------- Shares used in computing net income per share 15,276 13,962 --------- --------- --------- --------- See accompanying notes to condensed consolidated financial statements. 3 MATTSON TECHNOLOGY, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) (unaudited) THREE MONTHS ENDED ------------------ MAR. 31, APR. 2, 1996 1995 ---- ---- Cash flows from operating activities: Net income $ 3,538 $ 1,680 Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation and amortization 296 81 Deferred compensation related to stock options 13 14 Changes in assets and liabilities: Accounts receivable (5,138) 444 Inventories (2,643) (1,112) Prepaid expenses and other current assets (756) (190) Accounts payable 607 307 Accrued liabilities 3,228 813 --------- --------- Net cash provided by (used in) operating activities (855) 2,037 Cash flows from investing activities: Acquisition of property and equipment (1,577) (227) Purchases of short-term investments (5,961) (3,555) Sales and maturities of short-term investments 19,791 1,048 --------- --------- Net cash provided by (used in) investing activities 12,253 (2,734) Cash flows from financing activities: Proceeds from the issuance of Common Stock, net 53 19 --------- --------- Effect of exchange rate changes on cash and cash equivalents (10) - --------- --------- Net increase (decrease) in cash and cash equivalents 11,441 (678) Cash and cash equivalents, beginning of period 14,310 12,617 --------- --------- Cash and cash equivalents, end of period $ 25,751 $ 11,939 --------- --------- --------- --------- Supplemental disclosure of non-cash operating activities: During the first three months of 1996 and 1995, inventory totaling $1 million and $465,000 respectively was capitalized and transferred to property and equipment. See accompanying notes to condensed consolidated financial statements. 4 MATTSON TECHNOLOGY, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The financial statements should be read in conjunction with the audited financial statements included in the Company's Annual Report for the year ended December 31, 1995. The results of operations for the three month period ended March 31, 1996 are not necessarily indicative of results that may be expected for the entire year ending December 31, 1996. NOTE 2 BALANCE SHEET DETAIL (IN THOUSANDS): MAR. 31, DEC. 31,, 1996 1995 ----------- ----------- Inventories: Purchased parts and raw materials $ 6,043 $ 5,227 Work-in-process 5,829 4,070 Finished goods 108 1,072 Evaluation systems 466 470 ----------- ----------- $ 12,446 $ 10,839 ----------- ----------- ----------- ----------- Accrued liabilities: Warranty reserve $ 2,747 $ 2,384 Accrued compensation and benefits 2,656 2,270 Income taxes 3,199 1,543 Commissions 1,353 675 Deferred income 993 591 Other 1,406 1,663 ----------- ----------- $ 12,354 $ 9,126 ----------- ----------- ----------- ----------- 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. OVERVIEW Mattson Technology, Inc. ("Mattson" or the "Company") designs, manufactures and markets advanced fabrication equipment to semiconductor manufacturers worldwide. The Company began operations in 1989 and shipped its first photoresist removal product, the Aspen Strip, in 1991. The Company's current product line is based on a modular Aspen platform which accommodates two process chambers supporting increased throughput. The Company currently offers Strip, CVD and RTP processes for this platform. The Company has derived substantially all of its sales from Aspen Strip and CVD systems. In addition, the Company derives sales from spare parts and maintenance services. The Company has experienced rapid growth and there can be no assurance that the Company will be able to continue sales growth or profitability. Future results will depend on a variety of factors, including the timing of significant orders, the ability of the Company to bring new systems to market, the timing of new product releases by the Company's competitors, patterns of capital spending by the Company's customers, market acceptance of new and/or enhanced versions of the Company's systems, changes in pricing by the Company, its competitors, customers, or suppliers, the mix of products sold and the cyclicality in the semiconductor industry and the markets served by the Company's customers. The Company is increasing its expense levels to support growth. As a result, the Company is dependent upon continuous increases in sales in order to maintain profitability. If the Company's sales do not increase, the expected higher level of operating expenses could materially and adversely affect the financial results of the Company. FORWARD LOOKING STATEMENTS This report on Form 10-Q contains forward looking statements regarding, among other matters, the Company's future strategy, product development plans, and productivity gains and growth. The forward looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements address matters which are subject to a number of risks and uncertainties. In addition to the general risks associated with the development of complex technology, future results of the Company will depend on a variety of factors as described herein and in the Company's Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. 6 RESULTS OF OPERATIONS The following table sets forth the statement of income data of the Company expressed as a percentage of net sales for the period indicated: THREE MONTHS ENDED --------------------- MAR. 31, APR. 2, 1996 1995 ---- ---- Net sales 100% 100% Cost of sales 42% 48% ---- ---- Gross margin 58% 52% ---- ---- Operating expenses: Research, development and engineering 12% 11% Selling, general and administrative 24% 20% ---- ---- Total operating expenses 36% 31% ---- ---- Income from operations 22% 21% Income before income taxes 25% 25% Net income 16% 18% NET SALES Net sales for the first quarter of 1996 increased 133% to $22.0 million from $9.4 million for the first quarter of 1995. Net sales increased as a result of a 70% increase in unit shipments and a 34% increase in average selling prices (ASP's). Sales to date consist principally of single and dual chamber Aspen Strip and CVD systems and to a lesser extent, spare parts and service revenue. Higher ASP's have resulted primarily from increasing sales of the Company's dual chamber Aspen Strip systems and, to a lesser extent, sales of the Aspen ICP Strip and CVD systems. International sales, which are predominantly to customers based in Japan and the Pacific Rim (which includes Taiwan, Singapore and Korea), accounted for 87% and 98% of net sales for the first quarter of 1996 and 1995 respectively. All sales are denominated in U.S. dollars. The Company's operating results could be materially and adversely affected by any loss of business from, the cancellation of orders by, or decreases in prices of systems sold through Marubeni. The Company anticipates that international sales will continue to account for a significant portion of 1996 total net sales due primarily to orders from customers in Japan and the Pacific Rim. GROSS MARGIN The Company's gross margin for the first quarter of 1996 increased to 58% from 52% for the first quarter of 1995. The increase was due to an increase in gross margin on shipments through Marubeni as a result of the 1995 joint venture agreement. In addition, gross margin increased as a result of increases in volume which resulted in improved economies of scale, and a sales mix shift to higher ASP products. The Company's gross margin will continue to be affected by a variety of factors. The Company's gross margin on international sales, other than sales through Marubeni, is substantially the same as domestic sales. Sales to Marubeni typically carry a lower gross margin as Marubeni is primarily responsible for sales and support costs in Japan. As a result of the 1995 joint venture agreement with Marubeni, gross margins increased in the first quarter of 1996 on sales through Marubeni. However, the Company also incurred additional research, development and engineering and marketing expenses primarily through the newly established Japanese subsidiary, Mattson Technology Center K.K. ("MTC"). 7 Although the Company has not offered substantial discounts on its systems to date, the Company may face discounting pressures in the future which could adversely affect gross margins. The Company's reliance on outside vendors generally, and a sole or a limited group of suppliers in particular, involves several risks, including a potential inability to obtain an adequate supply of required components and reduced control over pricing and timely delivery of components. Any inability to obtain adequate deliveries or any other circumstance that would require the Company to seek alternative sources of supply or to manufacture such components internally could delay the Company's ability to ship its systems and could have a material adverse effect on the Company, including an increase in the Company's cost of sales and therefore an adverse impact on gross margin. In addition, new system introductions and enhancements may also have an adverse effect on gross margin due to the inefficiencies associated with manufacturing of new product lines. RESEARCH, DEVELOPMENT AND ENGINEERING Research, development and engineering expenses for the first quarter of 1996 were $2.6 million, or 12% of net sales, as compared to $1.0 million, or 11%, for the first quarter of 1995. The increase in expenses for the first quarter of 1996 was primarily due to salaries and related expenses which increased to $1.3 million from $0.5 million for the first quarter of 1995 and engineering project materials which increased to $0.5 million from $0.2 million for the first quarter of 1995. The increase in salaries and related expenses was due to hiring additional employees required to support the Company's growth. The increase in engineering project materials expense was due to ongoing product development. Expenses also increased due to the Company's joint venture in Japan. The Company believes that substantial investment in research and development is critical to maintaining a strong technological position in the industry and therefore expects research and development expenses to continue to increase in the foreseeable future. SELLING, GENERAL AND ADMINISTRATIVE Selling, general and administrative expenses for the first quarter of 1996 were $5.3 million, or 24% of net sales, as compared to $1.9 million, or 20%, for the first quarter of 1995. The increase in expenses for the first quarter of 1996 was primarily due to salaries, commissions and related expenses which increased to $3.4 million from $1.4 million for the first quarter of 1995. The increase in salaries, commissions and related expenses was due to the increase in sales and hiring additional employees required to support the Company's growth. Expenses also increased due to the Company's joint venture in Japan. The Company expects selling, general and administrative expenses to continue to increase in the foreseeable future. PROVISION FOR INCOME TAXES The Company provided income taxes at the expected annual rate of 36% and 28% in 1996 and 1995 respectively. The Company's provision for income taxes in 1995 reflected utilization of tax loss carryforwards. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operations during the first three months of 1996 was $0.9 million, compared to $2.0 million of net cash provided by operations during the first three months of 1995. Net cash used in operations during the first three months of 1996 was primarily attributable to increases in accounts receivable and inventories of $5.1 and $2.6 million respectively offset by net income of $3.5 million and increases in accrued liabilities of $3.2 million. Net cash provided by investing activities during the first three months of 1996 was $12.2 million, compared to $2.7 million used in investing activities during the first three months of 1995. Investing activities during the first three months of 1996 consisted primarily of purchases and maturities of short-term investments and acquisition of fixed assets. The Company believes that existing cash and short-term investment balances along with anticipated cash flows from operations will be sufficient to meet the Company's cash requirements during the next twelve months. However, 8 depending upon its rate of growth and profitability, the Company may require additional equity or debt financing to meet its working capital requirements or capital equipment needs. There can be no assurance that additional financing will be available when required or, if available, will be on terms satisfactory to the Company. 9 PART II -- OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits Exhibit 27 (Electronic filing only) (b) Reports on Form 8-K None. 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MATTSON TECHNOLOGY, INC. Date: May 10, 1996 /s/ Richard S. Mora -------------------------------------- Richard S. Mora Vice President of Finance and Chief Financial Officer (as principal financial officer and on behalf of Registrant) 11