Form 10-K

10-K 1 d444021d10k.htm FORM 10-K Form 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(MARK ONE)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

¨	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 000-17297

BTU INTERNATIONAL, INC.

(Exact name of Registrant as specified in its charter)

DELAWARE

04-2781248

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification Number)


23 ESQUIRE ROAD, NORTH BILLERICA, MASSACHUSETTS		01862-2596
(Address of principal executive offices)		(Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (978) 667-4111

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


Title of Each Class		Name of Each Exchange on which Registered
Common Stock, $0.01 Par Value		NASDAQ Global Market

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None.

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 than the registrant was required to submit and post such files.) Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer ¨ Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the shares of Common Stock, $0.01 par value, of the Company held by non-affiliates of the Company was $20,689,331 on June 29, 2012, based upon the closing price on that date on the NASDAQ Global Market.

Indicate number of shares outstanding of the Registrant’s Common Stock, par value $0.01 per share, as of the latest practicable date: As of March 7, 2013: 9,530,972 shares.

DOCUMENTS INCORPORATED HEREIN BY REFERENCE

The following documents are incorporated herein by reference: Part III—Portions of the Proxy Statement for the 2013 Annual Meeting of Stockholders (the “2013 Proxy Statement for BTU International, Inc.”), which is to be filed with the Securities and Exchange Commission.

BTU INTERNATIONAL, INC.

2012 FORM 10-K ANNUAL REPORT

Table of Contents


	Part I

Item 1	Business	1

Item 1A	Risk Factors	9

Item 1B	Unresolved Staff Comments	12

Item 2	Properties	12

Item 3	Legal Proceedings	13

Item 4	Mine Safety Disclosure	13

Item 4A	Executive Officers of the Registrant	13

	Part II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15

Item 6	Selected Financial Data	16

Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 7A	Quantitative and Qualitative Disclosures About Market Risk	25

Item 8	Financial Statements and Supplementary Data	25

Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	47

Item 9A	Controls and Procedures	47

Item 9B	Other Information	48

	Part III

Item 10	Directors, Executive Officers and Corporate Governance	49

Item 11	Executive Compensation	49

Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	49

Item 13	Certain Relationships and Related Transactions, and Director Independence Matters	49

Item 14	Principal Accounting Fees and Services	49

	Part IV

Item 15	Exhibits and Financial Statement Schedules	50

PART I

ITEM 1.

BUSINESS

Overview

BTU International, Inc. (“BTU” or the “Company”), which was founded in 1950, incorporated as a Delaware corporation in 1981 and headquartered in North Billerica, Massachusetts, is a global supplier and technology leader of advanced thermal processing equipment and processes to the electronic manufacturing and alternative energy markets. BTU equipment is used in the production of printed circuit board assemblies and semiconductor packaging as well as in solar cell, nuclear fuel and fuel cell manufacturing.

Our customers require high throughput, high yield and highly reliable thermal processing systems with tightly controlled temperature and atmospheric parameters. In electronics assembly, our convection solder reflow systems are used to attach electronic components to the printed circuit boards, primarily in the advanced, high-density, surface mount segments of this market. In the semiconductor market, we participate in both wafer level and die level packaging, where our thermal processing systems are used to connect and seal integrated circuits into a package. In the solar market, BTU offers processing equipment for both silicon and thin film photovoltaics. Also in alternative energy, our customers use our thermal systems for the processing of nuclear fuel.

Industry Background

Electronics Markets

Demand for increasingly sophisticated electronic devices continues, and we expect that new technologies such as wireless networks, next generation cellular phones, personal digital assistants and tablets will help to drive future growth. Electronic equipment continues to become more complex, yet end users are still demanding smaller, lighter and less expensive devices. This, in turn, requires increased performance and reduced cost, size, weight and power requirements of electronic assemblies, printed circuit boards and semiconductors. In response to these developments, manufacturers are increasingly employing more sophisticated production and assembly techniques requiring more advanced manufacturing equipment, such as that supplied by BTU.

Printed Circuit Board Assembly. In the printed circuit board assembly process, semiconductor and discrete-devices plus other components are attached to printed circuit boards. The attachment process, which creates a permanent physical and electrical bond, is called solder reflow or surface mount reflow. Manufacturers rely on high throughput and highly reliable equipment to get the maximum efficiency in their production process.

Wafer Level and Die Level Semiconductor Packaging. Semiconductor packaging processes include precision thermal processing steps. In advanced semiconductor packaging, processing takes place at both the wafer level and die level. At the wafer level, deposited solder must be thermally treated to form perfectly spherical “bumps.” At the die level, these bumps allow the integrated circuits to be bonded to the semiconductor package. Advancements in the semiconductor industry toward higher chip speeds, smaller form factors and reduced costs are driving the transition to wafer level packaging from the traditional wire bonding technique.

Across all markets, the need for more versatile, more reliable and more advanced capital equipment persists. In addition, the continued globalization of manufacturing and the shift to low cost regions such as China, particularly for electronics and silicon photovoltaic producers, has driven the demand for equipment with a lower cost of ownership.

Alternative Energy Markets

BTU’s alternative energy business primarily addresses two markets: the manufacturing of solar cells and nuclear fuels.

Photovoltaics. Silicon photovoltaic applications are served by BTU’s metallization and annealing furnaces and in-line diffusion systems.

BTU’s metallization products include the TRITAN™ and PVD systems. The TRITAN™ is the latest generation product, featuring a unique multiple belt transport system with optimized wavelength thermal heating. The TRITAN™ is capable of processing two lanes of wafers in parallel and sells in the range of $150,000 to $250,000. The PVD series is BTU’s first generation metallization drying and firing solution. It offers a wide variety of configurations from lab scale to mass production. The PVD series sells in the range of $100,000 to $200,000.

The MERIDIAN™ thermal processing system is used for phosphorous diffusion. This system is targeted for customers transitioning from batch to in-line processing. The MERIDIAN™ sells in the range of $700,000 to $1.3 million.

BTU offers solar processing equipment for both silicon and thin film photovoltaics. In thin film photovoltaics, BTU’s equipment is used for both the Copper Indium Gallium Selenide (CIGS) and Cadmium Telluride (CdTe) processes. These thin film systems generally sell in the range of $800,000 to $2.0 million.

Nuclear Fuel. Another application for BTU systems is for sintering nuclear fuel. These sintering processes operate at approximately 1780°C in a hydrogen reduction atmosphere. Our market leading product for this application is our patented Walking Beam system, which is ideally suited for the high volume manufacture of nuclear fuels. It uses a walking beam transport system to eliminate friction associated with the conveyance of heavy loads through the process chamber. Walking Beam systems, which are used to sinter gadolinium and uranium pellets used for nuclear fuel generation, generally sell in the range of $2.7 million to $3.3 million.

Technological Challenges

Continuous thermal processing systems present significant engineering challenges related to temperature control, atmosphere control, product handling, flux containment and disposal, and high system up time. Thermal processing systems must maintain accurate and uniform temperatures within their process chambers. The temperature within the process chamber is influenced by the rate at which components are moved through the system and the weight and density of the product. In addition, the thermal processing system’s heat convection and/or radiation rate must be varied and controlled as components and materials are processed. The chamber must also dispense heat uniformly across the product at precise temperatures to ensure maximum process uniformity. Products must be heated and cooled at closely preset rates in order to avoid damage caused by thermal stress.

Another technological challenge for continuous thermal processing systems is achieving precisely controlled atmospheric conditions within the process chamber. In order to facilitate thermal processing without contamination of or damage to the product, many thermal processing systems use a substantially oxygen-free atmosphere of nitrogen or hydrogen in their process chambers. If such gases are used, the exit of process gases and/or the entry of contaminating air must be minimized, even though the product enters and exits the system continuously from the ambient atmosphere. Maintaining a pure, safe and controlled atmosphere in the open process chamber, while minimizing the consumption of nitrogen or hydrogen gases in order to reduce operating costs, presents significant engineering challenges.

Handling products in thermal processing systems requires highly reliable conveyance systems that can easily be converted to process a wide variety of products having different specifications, sometimes on side-by-side tracks through the process chamber. The product handling system must also fully support a wide variety of product sizes.

The mechanical components in thermal processing systems must operate almost continuously in a demanding, elevated temperature environment with frequent thermal cycles. The use of materials that are resistant to high temperature and thermal stress is important to achieving high reliability.

In applications using flux or other process chemicals, the volatile compounds that are vaporized during the thermal processing cycle must be safely contained and collected so that they do not condense in the system or damage the environment. The efficient containment, collection and disposal of the flux or other process chemicals are important factors in achieving high system up time, high throughput and reliability.

Our Solution

We deliver a broad range of thermal processing systems to serve the needs of manufacturers that require high throughput, process yields and reliability with tightly controlled process parameters. Our systems are designed to enable our customers to increase product performance, throughput and yield for electronics assembly, solar cell processing, nuclear fuel sintering by providing precise atmospheric and temperature control. In addition to the expected high performance of our products, we believe maintaining the quality standards of our organization and our worldwide service and support are important to our success with industry leading global manufacturers.

We believe our customers continue to choose our products because of the following factors:

Accurate and Uniform Temperature. Our systems use convection, radiation and infrared heating technologies. Our high-rate convection and fully-enclosed coil heating modules are designed to provide controlled heating capacities across many different applications, thereby enabling our customers to maximize process uniformity and throughput. In addition, our systems are designed to apply heat uniformly across the product load, which is critical to ensure optimum processing. Heat up and cool down profiles are also closely controlled for process consistency and the protection of product.

Atmosphere Uniformity and Control. Our thermal processing systems are designed to provide precision control over atmospheric conditions within their process chambers by integrating our gas and physical curtain technologies. Our systems are designed to be capable of excluding virtually all oxygen from the critical process steps to maintain the safety and integrity of the process chamber atmosphere. In addition, our systems are intended to minimize the consumption of nitrogen or hydrogen, thereby reducing the operating cost of maintaining the atmosphere.

Repeatability from System to System. We design our systems to provide a high degree of repeatability from system to system through our atmospheric and temperature controls and the expected reliability of our systems. This repeatability is achieved through our industry leading closed loop convection technology that is intended to ensure the same convection rate regardless of change in altitude or temperature. This is a critical attribute because our customers must achieve consistent, uniform manufacturing performance in plants located throughout the world.

Processing Flexibility. Major electronics and solar cell manufacturers process many sizes of products and often need rapid product changeover capabilities. Our systems can process printed circuit boards or solar cells of different sizes with minimal or no reconfiguration. Rapid changeover reduces down time and increases manufacturing volume. In addition, our solar cell processing equipment can be configured for multiple process applications allowing for versatility in materials manufacturing.

Reliability. Our customers place a high premium on reliability. Reliability is a major contributor to low cost of ownership because high up time can increase the productivity and efficiency of an entire production line. We believe our systems are the most reliable advanced thermal processing systems in the world.

Systems Integration. We provide fully integrated systems that include automated handling of our products, as well as full software integration with our customers’ factory management systems. This allows our customers to monitor and analyze the process in real time from a central location.

Worldwide Customer Support. Our goal is to provide our customers with global technical service support, in-depth process engineering support and rapid delivery of our systems and parts. We provide our customer support through our on-site direct service organization and our independent sales and service representatives, supplemented with twenty-four hours a day, seven days a week telephone support and extensive customer training programs.

Our Strategy

Our objective is to be the leading provider of thermal and other processing systems to the electronics assembly and alternative energy markets. To achieve this goal and maximize value for our shareholders, our strategy includes the following elements:

Deepen relationships with key partners to facilitate product and process development for next generation technologies, particularly in the rapidly growing energy generation markets;

Continue to focus on cost reduction initiatives, including the improvement of our global supply chain and reduction in materials costs;

Further penetrate existing markets, such as electronics, and new customers by developing innovative products with a low cost of ownership and by offering exceptional customer support; and

Expand our low-cost manufacturing and engineering operations in China.

Products

We supply a broad range of primarily thermal processing systems for the electronics assembly and alternative energy markets. Our products are used for such applications as printed circuit board assembly and semiconductor packaging, solar cell manufacturing and nuclear fuel processing. Most of our products are used for thermal processing operations; typically having a processing chamber that allows products to enter and exit in a continuous mode through the process chamber via a transport mechanism— in most cases via a conveyor belt. A control system regulates a series of electric heaters to produce a consistent, even temperature profile through radiant, convection or infrared heating as required by the customers’ process.

Electronics Products

Printed Circuit Board Assembly. We currently sell thermal processing systems used in the solder reflow and curing stages of printed circuit board assembly. Our printed circuit board assembly products are used primarily in the advanced, high-density segments of the market that utilize surface mount technology.

At the end of 2012, BTU announced the DYNAMO™, the newest reflow oven platform, designed specifically for processing portable electronics. The DYNAMO™ convection reflow oven is positioned to maximize customer value for portable electronics manufacturers, where products are typically lighter, smaller and less complex than other applications. Featuring a new convection design the DYNAMO™ delivers high efficiency through innovative thermal transfer delivering excellent temperature and gas flow uniformity across the chamber. The DYNAMO platform will be initially targeted geographically in markets with high concentrations of portable electronics manufacturers such as Asia and South America.

Our PYRAMAX™ family of convection reflow systems is designed on a single platform to be rapidly configurable, which is intended to reduce the product build cycle and allow us to meet customer demands for shorter delivery lead times. We believe PYRAMAX™ products offer our customers reduced capital cost, lower nitrogen consumption and reduced scheduled maintenance cycles.

PYRAMAX™ systems provide increased process flexibility due to their ability to process printed circuit boards up to 24 inches wide. Rated up to 400°C, these products are designed to be capable of operating in air or

nitrogen atmospheres and to have increased convection flow for greater performance and lead free processes. PYRAMAX™ utilizes impingement technology to transfer heat to the substrate. These systems are offered in 6, 8, 10 and 12-zone heated lengths and are capable of processing lead free solder. They generally range in price from $40,000 to $150,000.

The market need for lead free solder reflow presents a unique challenge by requiring a process temperature that is critically close to the destruct temperature of the components that are being attached. PYRAMAX™ system’s unique closed loop convection control is designed to provide a repeatable tight temperature window that is optimized for lead free solder reflow.

The solder reflow process requires the thermal processing system to manage flux residues eliminated during the processing of the printed circuit boards. PYRAMAX™ systems are equipped with a patented flux management system that is structured to isolate the flux outside the main process chamber, thereby helping to maintain the integrity of the atmosphere and facilitate easy disposal.

Wafer Level and Die Level Semiconductor Packaging. We sell several systems for the thermal processes used in advanced semiconductor packaging.

Flip-chip reflow provides the physical and electronic bond of the semiconductor device to its package. The PYRAMAX™ families of convection reflow systems, utilizing our closed loop convection technology, rate at up to 400°C and operate in air or nitrogen atmospheres. These products utilize impingement technology to transfer heat to the substrate. Using thermal power arrays of five-kilowatt heaters, they can process substrates in dual lane, dual speed configurations, thereby enabling our customers to double production without increasing the machine’s footprint. These products are available in four models based on the heated lengths of thermal processing chambers. Heated length is based on the required production rate and loading requirements. The products generally range in price from $70,000 to $180,000.

Alternative Energy Products

The processing of advanced materials used in non-fossil fuel power generation applications is a significant target market. The cost fluctuations of fossil fuels and environmental concerns have increased demand for “clean” power. For power generation applications, we serve the solar cell and nuclear fuel markets. We support our worldwide alternative energy customers through our global sales and service network.

Solar Cells. BTU offers solar processing equipment for both silicon and thin film photovoltaics. Silicon photovoltaic applications are served by BTU’s metallization, in-line diffusion, and annealing processes and systems. Our MERIDIAN™ In-line Diffusion system features the MERIDIAN™ diffusion furnace and phosphorus coater, which includes key advances such as back-side and top-side coating and an integrated dryer. The system can be configured to achieve up to 1500 (156mm) wafers per hour and can also be configured to use third party coating applications. The in-line process offers reduced wafer handling and greater throughput than traditional batch processing. Reduced handling translates into lower breakage rates, improved yield and lower cost of ownership. The MERIDIAN™ system price starts at $700,000 and varies depending on configuration.

For the metallization process, BTU offers a complete line of Rapid Thermal Processing furnaces utilizing near infrared heating technology. Systems come in varying lengths and widths to suit specific throughput requirements. The product line has been specifically designed for the solar cell metallization process and is used for contact drying and firing. Specialized features include rapid heating via densely spaced tungsten lamps and rapid cooling rates obtained through proprietary water cooling technology. These systems generally range in price from $100,000 to $250,000.

To improve solar cell efficiency and reduce manufacturing cost, the solar market invests aggressively in new technologies. BTU offers next generation thermal processing equipment to enable such new technologies.

Annealing of additional and/or novel layers and plating are becoming important process steps. BTU has developed products for these applications, providing production scale equipment to several key solar companies and pilot units to others. We expect this to be an emerging business in the years to come, and we are well positioned to be a leader in this emerging area.

In thin film photovoltaics, BTU leverages its experience with large-scale, custom, in-line thermal processing systems. System designs are scalable and are sold for lab, pilot and production sized applications. These systems generally sell for in excess of $1 million, although the price can vary widely based on size and features.

Nuclear Fuels. We offer both walking beam and pusher systems for sintering nuclear fuel. These processes operate at temperatures in the range of 1750°C in a hydrogen reduction atmosphere. Our most important product for this market is our patented Walking Beam system designed for high volume manufacture of nuclear fuels. It uses a walking beam transport system to eliminate friction associated with the conveyance of heavy loads. Walking Beam systems are used to sinter gadolinium and uranium fuel-pellets used for nuclear power generation. These systems generally sell in the range of $2.7 million to $3.3 million.

Customers

Many of our principal customers are large-volume global manufacturers that use our products in multiple facilities worldwide. Of our top ten revenue generating customers in 2012, one customer accounted for $7.3 million or 12.5% of total net sales and another customer accounted for $6.5 million or 11.2% of total net sales.

Sales and Support

We market and sell our products primarily through our direct sales force and independent sales representatives throughout the world. Our on-site direct service organization and our independent sales representatives provide ongoing support to customers using our products. These services include implementing continuous improvement tools related both to the cost of our products and to their technical performance. As well as process support, our strong global support infrastructure allows us to market future sales within our current customer base and contributes to our competitive position. Our management and sales teams participate in periodic trade conventions, through which we market our products to potential customers.

We have implemented a software based quotation system to simplify and accelerate our sales process for our customers.

Research, Development and Engineering

Our efforts in 2012 were directed towards development of new products for both the electronics and alternative energy businesses, improvements to our offerings in the solar cell equipment market, as well as upgrades to our core in-line furnace business. Product platform extensions are being handled by our US and China technical team, while most new technology is being developed in the USA. BTU’s recently announced DYNAMO™ solder reflow platform was designed through a collaboration between our China and USA teams. Our engineering and applications teams are working with a number of partners to further develop processes related to metallization, annealing and In Line Diffusion for both standard and next generation high efficiency cells which would uniquely benefit from our type of low cost process.

Our development team is looking at and modeling our heating, cooling, conveyance methods, insulation, and materials of construction to enhance our furnace performance and widen the possible number of process applications available to us. A number of these ideas are already being made available to our customers, and this will continue in 2013. We are also piloting a novel heating system and investigating possible applications for this.

Our research, development, and engineering costs for the years ending December 31, 2012, 2011, and 2010 can be found in our “Consolidated Statement of Operations Data” in Item 6, which is incorporated herein by reference.

Manufacturing and Suppliers

Our principal manufacturing operations consist of final assembly, systems integration and testing at our facilities in North Billerica, Massachusetts and Shanghai, China. We outsource the manufacture of many of our subsystems to a number of key suppliers and maintain close relationships with them while also maintaining qualified alternative suppliers. In 2004, our manufacturing facility in Shanghai, China was established for our electronics assembly products and solar cell metallization products, as well as local sourcing of materials.

In the past few years, we have substantially improved our global supply chain and reduced our material costs. We have upgraded and reorganized our operations organization in the U.S. In addition, we have leveraged our presence in China to widen the supply base for our Shanghai manufactured electronics assembly and solar cell metallization products.

Continuous improvement in the supply chain is a key strategic imperative. We have established a global sourcing organization, based in China, to further develop high quality, cost effective suppliers throughout the world.

Our commitment to developing new products, a desire to increase collaboration between engineering teams located in the U.S. and China, and the need to protect our intellectual property led us to implement an enterprise data management system in our North Billerica and Shanghai design centers. In addition to the overall benefits of increased collaboration and information control, the system has significantly improved the productivity of China-based engineers, speeding migration of new products to manufacturing facilities in Shanghai.

We have outsourced the manufacture of most of our significant component systems, thereby reducing cycle time and increasing our inventory turnover. We seek to adhere closely to the principles of total quality management and have been ISO 9001 certified since 1998. In our North Billerica facility, we converted to ISO 9001:2008 in October 2009, and our Shanghai, China manufacturing operations has been ISO 9001:2008 certified since July 2009. Our customers, suppliers and employees are strongly encouraged to provide feedback and suggestions for improvements in products and services.

Intellectual Property

We seek to protect our intellectual property by filing patents on proprietary features of our advanced thermal processing systems and by challenging third parties that we believe infringe on our patents. We also protect our intellectual property rights, including our trademarks, trade secrets and copyrights with nondisclosure and confidentiality agreements with employees, consultants and key customers. As a global supplier of equipment, we recognize that the laws of certain foreign countries may not protect our intellectual property to the same extent as the laws of the U.S. Our current portfolio includes 66 issued patents, 2 trademarks that are registered or pending and 29 pending patent applications.

We license software programs from third party developers and incorporate them into our products. Generally, these agreements grant us non-exclusive licenses to use the software and terminate only upon a material breach by us. We believe that such licenses are generally available on commercial terms from a number of licensors.

Backlog

Backlog as of December 31, 2012, was $6.2 million, compared to $11.7 million as of December 31, 2011. As of December 31, 2012, we expected to ship our year-end backlog within 40 weeks. Most of our backlogs for solar applications are expected to be shipped in 8 – 20 weeks. Solder reflow systems are typically shipped within

3 to 8 weeks. The backlog of our custom systems is expected to be shipped within 12 to 40 weeks. We include in backlog only those orders for which the customer has issued a purchase order and for which we have a defined delivery schedule within 12 months. Due to possible changes in delivery schedules, lead time variations and order cancellations, our backlog at any particular date is not necessarily representative of sales for any subsequent period.

Competition

Several companies compete with us in selling thermal processing systems. Although price is a factor in buying decisions, we believe that technological leadership, process capability, throughput, environmental safeguards, uptime, mean time-to-repair, cost of ownership and after-sale support have become increasingly important factors. We compete primarily on the basis of these criteria, rather than on the basis of price only.

Our principal competitors for printed circuit board assembly equipment and advanced semiconductor packaging vary by product application. Our principal competitors for solder reflow systems are Vitronics-Soltec, Heller, Furakawa, ERSA, and Rehm. Our principal competitors for advanced semiconductor packaging are Vitronics-Soltec and Heller. Our systems for the alternative energy markets and other applications compete primarily against products offered by Despatch, Amtech, Centrotherm, SierraTherm, Smit and Harper. We also face competition from emerging low cost Asian manufacturers and other established European manufacturers.

Employees

As of December 31, 2012, we had 302 employees, of whom 73 were engaged in sales, marketing and service, 23 in research, development and engineering, 34 in finance and administration and 172 in operations. Of these 302 employees, 193 reside outside of the U.S. None of our employees are represented by a collective bargaining agreement, and we believe that we have satisfactory relations with our employees.

Environmental

One of our core values is protecting the environment in which we operate and the environment in which our equipment operates. Compliance with laws and regulations regarding the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had any material effects on our capital expenditures, earnings or competitive position. We do not anticipate any material capital expenditures for environmental control in our facilities in 2013.

As an equipment manufacturer, we generate and dispose of small quantities of solid waste that is considered hazardous under Environmental Protection Agency (“EPA”) regulations. Because we used a waste disposal firm that disposed the solid waste at a site that the EPA has designated as a Superfund site, we have been named by the EPA as one of the entities responsible for a portion of the expected clean-up costs. Based on our proportional responsibility, as negotiated with and agreed to by the EPA, our liability related to this matter is $225,140. This amount is included in Other Current Liabilities on the Consolidated Balance Sheet as of December 31, 2012 as it had not been paid as of that date.

Our Web Site

Our web site is www.btu.com . It provides information about us, and allows you to obtain, free of charge, a copy of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and any amendments to those reports filed or furnished with the Securities and Exchange Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. We make these reports available through our web site as soon as reasonably practicable after our electronic filing of such materials with, or the furnishing of them to, the Securities and Exchange Commission. The information contained or incorporated on our web site is not a part of this Annual Report on Form 10-K.

ITEM 1A.

RISK FACTORS

Risks Relating to Our Business

Our industry has historically been cyclical and experienced periodic downturns.

Our business depends on capital spending by electronics, semiconductor, solar cell and nuclear fuel manufacturers, which in turn depends on current and anticipated market demand for printed circuit boards, integrated circuits and solar panels and the products that use them as well as the need for nuclear fuel for power generation. We continue to experience a significant downturn in the solar industry. Capital equipment demand by the solar industry has been heavily impacted as a result of the worldwide over capacity of solar manufacturing driven by the following: meaningful reduction in governmental subsidies worldwide, and significant capacity additions in China and anti dumping legislation. Significant reductions in material and solar-cell costs are likely to have a positive impact in the long term on the demand for solar panels.

The electronics and semiconductor industries have historically been cyclical and have experienced periodic downturns that have had a material adverse effect on the demand for equipment that we manufacture and market.

We have made substantial investments in our organization to develop new products for the alternative energy market. Sales of our products to the alternative energy generation markets are subject to substantial risks.

Solar Energy. The solar energy sector is primarily dependent upon continuation of governmental subsidies which have been scaled back. A further decline in these subsidies would reduce our ability to grow our business in this market segment due to reduced capital spending by the manufacturers of solar panels. The solar industry is currently facing overcapacity in its production capacity. This overcapacity has a meaningful negative impact on demand for capital equipment supplied to this industry.

Nuclear Energy. The market for nuclear fuel pellets used in power generation is dependent upon further growth in nuclear power production. Consequently, without growth in the production of nuclear power, our opportunities to grow in this area will be limited. In addition, we may need export licenses to supply this type of equipment to certain countries. Failure to maintain such licenses or obtain new required licenses may impact our ability to expand our revenue from this market.

Our strategy of developing products for the solar market has yet to achieve consistent positive cash flows, and we are relying on a combination of cash on hand and cash flow from sales of our products to the non-solar market to fund our operations and our investment in the solar market strategy.

Since 2005, we have been pursuing a strategy of developing and selling thermal products for the solar market. Although this strategy produced meaningful sales in the solar market in 2010 and 2011, the significant decline in the solar market in 2012 has meant that we have not achieved the results we had hoped for. Although we continue to believe that the solar market presents an attractive opportunity for our products, in the near term we are funding our investments and operations in the solar market from cash flows from sales of our products to the non-solar market and our cash on hand. If the solar market does not improve, or if our products do not gain the acceptance we have planned, our cash resources will not allow us to continue making investments in the solar market and we will need to take action to restructure the company. Such actions, which could include exiting the solar business, selling assets or workforce reductions, could have a material adverse effect on our financial condition and result of operations and on the price of our stock.

If we are unable to increase sales and reduce costs, our profitability and liquidity may be affected negatively.

We had an operating loss of $10.4 million in 2012 compared to operating loss of $1.6 million in 2011. We attribute a large portion of the decrease in operating income in 2012 to decreases in sales and lower gross profits caused primarily by an increase in our inventory obsolescence reserve due to slow demand for solar equipment, the under-absorption of costs in our facilities and bad debt reserves. We may not experience growth in our alternative energy business in 2013, which will negatively impact our profitability and liquidity.

Our future success will depend on our ability to effectively develop and market our products against those of our competitors.

The industry in which we do business is highly competitive. Some of our competitors have substantially greater financial, engineering, manufacturing and customer support capabilities and offer more extensive product offerings. If customers prefer products offered by our competitors, we will have difficulty maintaining or increasing our revenue. Our principal competitors for solder reflow systems are Vitronics-Soltec, Heller, Furakawa, ERSA, and Rehm. Our principal competitors for advanced semiconductor packaging are Vitronics-Soltec and Heller. Our systems for the alternative energy markets and other applications compete primarily against products offered by Centrotherm, Amtech, Factory 48, Despatch, SierraTherm, Smit and Harper. We expect our competitors to continue to improve the design and performance of their current products and to introduce new products with improved performance capabilities. Our failure to introduce new products in a timely manner, or the introduction by our competitors of products with perceived or actual advantages, could result in reduced sales of, or lower margins on, our products. In future years, we expect to face increased competition based on price, particularly from companies in Asia. If we are unable to reduce the costs of our products or introduce new lower cost products, we may lose sales to these competitors.

A significant amount of our cash is in China and may not be brought back to the United States without tax consequences, which reduces our flexibility in deploying our liquidity.

We do not accrue incremental U.S. taxes on our revenues from China as these earnings are considered to be indefinitely reinvested outside of the United States. While we have no plans to do so, events may occur in the future that could effectively force us to change our intent not to repatriate our foreign earnings. If we change our intent and repatriate such earnings, we will have to accrue the applicable amount of taxes associated with such earnings and pay taxes at a substantially higher rate than our effective income tax rate in 2012. These increased taxes could materially adversely affect our financial condition and results of operations and therefore reduce the flexibility we have to deploy our cash.

Sales made by our international operations are subject to the economic, political, legal and business environments of the countries in which we do business, and our failure to operate successfully or adapt to changes in these environments could cause our international sales and operations to be limited or disrupted.

Our international sales accounted for 84.9% of our consolidated revenue for 2012. We expect to continue to generate a significant percentage of our revenue outside the United States for the foreseeable future. In addition, we have direct investments in a number of subsidiaries outside of the U.S., primarily in Asia and Europe. Our international operations could be limited or disrupted, and the value of our direct investments may be diminished, by any of the following:

•

fluctuations in currency exchange rates;

•

the imposition of governmental controls;

•

import and export license requirements;

•

political instability;

•

difficulties enforcing contractual and intellectual property rights;

•

terrorist activities and armed conflict;

•

restrictions on direct investments by foreign entities and trade restrictions;

•

changes in tax laws and tariffs;

•

costs and difficulties in staffing and managing international operations; and

•

longer customer payment cycles.

Additionally, we are subject to the Foreign Corrupt Practices Act, which may place us at a competitive disadvantage to foreign companies that are not subject to similar regulations.

We conduct only a small portion of our sales in currencies other than the U.S. dollar. We recognize foreign currency gains or losses arising from our operations in the period in which we incur those gains or losses. As a result, currency fluctuations among the U.S. dollar and the other currencies in which we do business have caused foreign currency transaction gains and losses in the past and will likely do so in the future. Because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates, we may suffer foreign currency transaction losses in the future due to the effect of exchange rate fluctuations.

Over the past few years, a majority of our revenue has been generated from sales in the Asia Pacific region. Our operations are particularly vulnerable to instability in this region and competition from organizations based in this region.

During 2012, 66.5% of our revenue was generated from sales in the Asia Pacific region. Political or economic instability in any of the major Asia Pacific economies may adversely impact the demand for capital equipment, including equipment of the type we manufacture and market. In addition, we face competition from a number of suppliers based in the Asia Pacific region that have certain advantages over U.S. suppliers, including us. These advantages include, among other things, lower operating and regulatory costs, proximity to customers, favorable tariffs and affiliation with significantly larger organizations. In addition, changes in the amount or price of electronics or solar cells produced in the Asia Pacific region could negatively impact spending by our customers.

If we fail to maintain positive relationships with key personnel, we may be unable to successfully grow our business.

Our future operating results depend substantially upon the continued service of our key personnel, who are not bound by employment agreements. Our future operating results also depend in significant part upon our ability to attract and retain qualified management, manufacturing, technical, engineering, marketing, sales and support personnel. Competition for qualified personnel, particularly those with technical skills, is intense, and we may fail to attract and retain qualified personnel. Our business, financial condition and results of operations could be materially adversely affected by the loss of any of our key employees, by the failure of any key employee to perform in his or her current position, or by our inability to attract and retain skilled employees.

The income tax rate on our consolidated income before taxes is subject to variables beyond our control.

Our net income and cash flow can be adversely affected by innumerable conditions affecting income taxes which are outside of our control. To name but a few of the potential uncontrollable circumstances that could affect the consolidated tax rate:

•

We sell and operate globally, with manufacturing in both the United States and China. Disagreements could occur on the jurisdiction of income and taxation among different country governmental tax authorities. Potential areas of disputes could include transfer pricing values, inter-company cross charges and inter-company balances.

•

We are subject to a China withholding tax on certain non-tangible charges made under our transfer pricing agreements. The interpretation of what charges are subject to the tax and when the liability for the tax occurs has varied and could change in the future.

•

In the United States, new tax disclosure regulations, unfavorable interpretations and unforeseen enforcements by the government tax authorities of various provisions of the federal and state tax codes, could have an unfavorable impact on the amount and timing of our tax provision and cash flow.

Failure of critical suppliers to deliver sufficient quantities of parts in a timely and cost-effective manner would adversely impact our operations.

Although we use numerous vendors to supply components for the manufacture of our products, not all are qualified suppliers for all of our parts. Some key parts may only be available from a single supplier. Accordingly, we may experience problems in obtaining adequate and reliable quantities of various components. In addition, suppliers may cease manufacturing certain components that are difficult to replace without significant reengineering of our products. Our results of operations will be materially adversely impacted if we are unable to obtain adequate supplies of components in a timely and cost effective manner.

The occurrence of natural disasters in the Asia Pacific region may adversely impact our operations and sales.

We have an expanding engineering and manufacturing facility in China, and the majority of our sales are made to destinations in the Asia Pacific region. This region is known for being vulnerable to natural disasters and other risks, such as earthquakes and floods, which at times have disrupted the local economies. A significant earthquake or other crisis could materially affect our operating results. We are not insured for most losses and business interruptions of this kind, and we do not have redundant, multiple site capacity in the event of a natural disaster. In the event of such a disaster, our business would suffer.

Provisions in our organizational documents could prevent or frustrate attempts by stockholders to replace our current management and could make acquisitions more difficult.

Our certificate of incorporation and by-laws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. Our certificate of incorporation provides that our stockholders may not take action by written consent. This provision may have the effect of preventing or hindering attempts by our stockholders to replace our current management. Furthermore, Delaware law prohibits a corporation from engaging in a business combination with any holder of 15% or more of its capital stock until the holder has held the stock for three years unless, among other possibilities, the corporation’s board of directors approves the transaction. Our board of directors may use this provision to prevent changes in our management. Also, our board of directors may adopt additional anti-takeover measures in the future.

Our officers and directors may be able to block proposals for a change in control.

Paul J. van der Wansem, our chairman and chief executive officer, beneficially owns approximately 20.1% of our outstanding common stock as of December 31, 2012. Due to this concentration of ownership, Mr. van der Wansem may be able to prevail on all matters requiring a stockholder vote, including:

•

the election of directors;

•

the amendment of our organizational documents; or

•

the approval of a merger, sale of assets, or other major corporate transaction.

ITEM 1B. UNRESOLVED

STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Facilities

We maintain our headquarters in North Billerica, Massachusetts, where we own a 150,000 square foot facility. We also operate an approximately 45,000 square foot leased manufacturing, engineering, sales and service facility in Shanghai, China.

In England, we lease a facility for our European and Near East sales and service operations. In the Asia Pacific region, we lease sales and service offices in Singapore and Malaysia.

ITEM 3. LEGAL

PROCEEDINGS

On October 25, 2011, one of the Company’s overseas customers filed an appeal with the Grenoble Court of Appeals, Grenoble, France, seeking to overturn a decision of the lower court denying its request to nominate an expert to examine allegations that furnaces it had purchased from the Company in 2006 had not functioned properly. The Company has prepared a response to deny this customer’s allegations and is vigorously contesting this matter. On July 6, 2011, in a separate proceeding involving this customer, the Company filed a request for arbitration with the International Court of Arbitration of the International Chamber of Commerce in Paris, France asking the arbitrators to certify that the customer is barred from receiving any remedy. In addition the Company has filed claims for reimbursements of work performed, as well as reimbursements of legal costs related to the arbitration proceedings. The customer has filed a counterclaim for damages. Each party has nominated an arbitrator and these two arbitrators have selected a neutral arbitrator who will act as the chairman of the tribunal. The Company strongly believes that the equipment the customer purchased met all applicable specifications, that there is no basis for a valid warranty claim and that the risk that a loss has occurred with respect to this matter is reasonably possible. An estimate or a range of any possible loss cannot be made at this juncture due to the early stage of the proceedings. However, because litigation is inherently uncertain and unpredictable and excessive outcomes do occur, we could incur a judgment or enter into a settlement or revise our estimate of the outcome of this matter in a way that could result in a material adverse effect on the Company’s results of operations and financial condition.

ITEM 4. MINE

SAFETY DISCLOSURE

Not applicable.

ITEM 4A. EXECUTIVE

OFFICERS OF THE REGISTRANT

The following table lists our executive officers and their ages. Executive officers are elected by, and serve at the pleasure of, the board of directors. Following the table is a description of the business experience of each of our executive officers


Name	Age		Position

Paul J. van der Wansem		73	Chairman and Chief Executive Officer (principal executive officer)

Peter J. Tallian		54	Chief Operating Officer, and Principal Financial and Accounting Officer (principal financial and accounting officer)

James M. Griffin		55	Vice President Sales and Service, and Corporate Officer

John J. McCaffrey, Jr.		61	Vice President Operations and Engineering, and Corporate Officer

Paul J. van der Wansem, the Chairman of our board of directors since 1979, returned as our Chief Executive Officer in October 2004 after a two-year hiatus. He previously served as our Chief Executive Officer from 1979 to July of 2002. From December 1977 to 1981, he served as Vice President of Holec, N.V., a Dutch electronics company, and from 1978 through 1981 he was President of Holec (USA), Inc. From 1973 to 1977, Mr. van der Wansem worked as a Management Consultant for the Boston Consulting Group, Inc., and from 1970 through 1973, Mr. van der Wansem worked as an Adjunct Director of First National City Bank in Amsterdam and New York. Mr. van der Wansem received an undergraduate degree in automotive engineering from Bromsgrove College, England, and holds an M.B.A. from IMD, Switzerland.

Peter J. Tallian was named Chief Operating Officer of BTU in November, 2012. He joined BTU as our Chief Financial Officer in April 2009. He previously served as Chief Financial Officer of Distributed Energy Systems Corporation and Chief Accounting Officer of Northern Power Systems, Inc., companies that serve the

alternative energy market from October 2006 to April 2009. Prior to that, Mr. Tallian served as Senior Vice President, Chief Financial Officer and Treasurer at Transwitch Corporation, a leading provider of semiconductor solutions to the communications industry. He also served as Executive Vice President and Chief Financial Officer of Metavante Corporation. Mr. Tallian began his career in finance with a number of strategic roles at IBM. Mr. Tallian holds a bachelor’s degree in economics from the Wharton School of the University of Pennsylvania and an M.B.A. from the University of Chicago.

James M. Griffin has been our Vice President Sales and Service since April 2005. Previously, Mr. Griffin was our Vice President Sales-Americas, and has held a number of positions within our sales organization. He has been with us for 29 years. Mr. Griffin attended Worcester Polytechnic Institute in the mechanical engineering program.

John J. McCaffrey, Jr. joined BTU in early 2008 as Vice President Operations and Engineering. After graduating from the U.S. Naval Academy and serving as a nuclear engineer officer, he held a variety of positions at Polaroid. Mr. McCaffrey joined Evergreen Solar as a startup in 1999, where he designed, built, and operated their U.S. pilot and initial manufacturing facilities, achieving required margin and revenue targets. He next worked with Q Cells to design the initial 30 megawatt EverQ factory in Germany. He then moved to Daystar Technologies, a CIGS thin film solar company, setting up their pilot line for foil, and led the initial design for their 25 megawatt glass manufacturing facility in California. Mr. McCaffrey was also responsible for product development at both companies.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Price Range of Common Stock

Our common stock is quoted on the NASDAQ Global Market under the symbol “BTUI.” The following table sets forth, for the periods indicated, the high and low sale prices per share of our common stock as reported on the NASDAQ Global Market.


	High		Low
Year Ended December 31, 2011
First Quarter		13.41		8.97
Second Quarter		12.45		6.70
Third Quarter		7.76		3.95
Fourth Quarter		4.71		2.43
Year Ended December 31, 2012
First Quarter		3.69		2.53
Second Quarter		3.21		2.64
Third Quarter		2.78		2.10
Fourth Quarter		2.36		1.89

As of February 7, 2013, we had 403 record holders of our common stock.

Dividend Policy

Our policy is to retain earnings to provide funds for the operation and expansion of our business. We have not paid cash dividends on our common stock and do not anticipate that we will do so in the foreseeable future. The payment of dividends in the future will depend on our growth, profitability, financial condition and other factors that our board of directors may deem relevant.

Equity Compensation Plan Information

The graph below compares the cumulative 5-Year total return of holders of BTU International, Inc.’s common stock with the cumulative total returns of the S&P 500 index and the S&P Information Technology index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes (with the reinvestment of all dividends) from 12/31/2007 to 12/31/2012.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among BTU International, Inc., the S&P 500 Index,

and the S&P Information Technology Index

LOGO

*	$100 invested on 12/31/07 in stock or index, including reinvestment of dividends.

Fiscal year ending December 31.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

ITEM 6.

SELECTED FINANCIAL DATA

The selected consolidated statement of operations data for each of the years ended December 31, 2012, December 31, 2011 and December 31, 2010 and the selected consolidated balance sheet data as of December 31, 2012 and December 31, 2011 have been derived from our consolidated financial statements audited by independent registered public accountants, which are included elsewhere in this Form 10-K. The selected consolidated statement of operations data for the years ended December 31, 2009 and December 31, 2008 and the selected consolidated balance sheet data as of December 31, 2010, December 31, 2009 and December 31, 2008 have been derived from audited financial statements not included in this Form 10-K. This data should be read together with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Form 10-K.


	Years Ended December 31,
Consolidated Statement of Operations Data:	2012			2011			2010			2009			2008
	(In thousands, except per share data)
Net sales	$	58,089		$	76,128		$	81,607		$	45,086		$	72,266
Cost of goods sold		41,617			47,542			47,851			32,706			41,542

Gross profit		16,472			28,586			33,756			12,380			30,724
Selling, general and administrative		20,965			22,721			23,063			18,957			23,168
Research, development and engineering		5,450			7,056			6,575			6,882			7,273
Restructuring		424			401			—			—			—

Operating income (loss)		(10,367	)		(1,592	)		4,118			(13,459	)		283
Interest income		63			77			81			236			354
Interest expense		(462	)		(481	)		(601	)		(673	)		(697	)
Foreign exchange gain (loss)		(224	)		(139	)		(33	)		(278	)		40
Other income (loss), net		58			365			(6	)		44			1

Income (loss) before provision for income taxes		(10,932	)		(1,770	)		3,559			(14,130	)		(19	)
Provision for income taxes		65			952			1,378			435			1,077

Net income (loss)	$	(10,997	)	$	(2,722	)	$	2,181		$	(14,565	)	$	(1,096	)

Income (loss) per share:
Basic	$	(1.16	)	$	(0.29	)	$	0.24		$	(1.58	)	$	(0.12	)
Diluted	$	(1.16	)	$	(0.29	)	$	0.23		$	(1.58	)	$	(0.12	)
Weighted average shares outstanding:
Basic		9,509			9,434			9,277			9,222			9,375
Diluted		9,509			9,434			9,428			9,222			9,375


	December 31,
Consolidated Balance Sheet Data:	2012		2011		2010		2009		2008
	(In thousands)
Cash and cash equivalents	$	20,218	$	18,948	$	22,753	$	25,397	$	27,464
Working capital		31,894		41,634		41,537		37,132		50,120
Total assets		48,669		56,718		67,645		58,794		71,315
Total liabilities		19,189		17,266		27,805		23,101		21,735
Stockholders’ equity		29,480		39,452		39,840		35,693		49,580

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Annual Report on Form 10-K contains expressed or implied forward-looking statements. The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “may,” “intends,” “believes,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are neither promises nor guarantees but rather are subject to risks and uncertainties described in this report, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements are made pursuant to the “safe harbor” provisions established by the federal securities laws, and are based on the assumptions and expectations of our management at the time such statements are made. Important factors that could cause actual results to differ include, but are not limited to, the condition of the world economy, the timely availability and acceptance of new products in the electronics, semiconductor and alternative energy generation industries, manufacturing problems with our foreign operations in China, the impact of competitive products and pricing, particularly from companies in Asia, and other risks detailed above under “Risk Factors.” Actual results

may vary materially. Unless otherwise required by law, we disclaim any obligation to revise or update this information in order to reflect future events or developments, whether or not anticipated. Accordingly, you should not place undue reliance on any forward-looking statements, which speak only as of the date made.

Overview

Critical Accounting Policies and Significant Estimates

The following is a discussion of those accounting policies that we deem to be “critical”—that is, they are important to the portrayal of our financial condition and results of operations, and they reflect management’s reliance on estimates regarding matters that are inherently uncertain.

Revenue Recognition. We recognize revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, “ Revenue Recognition” (“ASC 605”). Under these guidelines, we recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Under these requirements, we recognize revenue upon acceptance when the terms of sale include customer acceptance provisions and compliance with those customer acceptance provisions has not been previously demonstrated. Furthermore, we recognize revenue upon completion of installation for products that require installation for which the installation is essential to functionality or is not inconsequential or perfunctory. Revenue for products sold where installation is not essential to functionality and is deemed inconsequential or perfunctory are recognized upon shipment with estimated installation and warranty costs accrued.

Applying the requirements of ASC 605 to future sales arrangements used in our equipment sales may result in the deferral of the revenue for some equipment sales. Products shipped to customers that do not meet the threshold requirements for revenue recognition as outlined above remain in our inventory on the Consolidated Balance Sheet until revenue is recognized. Any cash collected from customers for products for which revenue has been deferred is recorded as Deferred Revenue on the Consolidated Balance Sheet.

We also have certain sales transactions for products which are not completed within the normal operating cycle of the business. It is our policy to account for these transactions using the percentage of completion method for revenue recognition purposes when all of the following criteria exist: (1) we received the purchase order or entered into a legally binding contract, (2) the customer is credit worthy and collection is probable or customer prepayments are required at product completion milestones or specific dates, (3) the sales value of the product to be delivered is significant in amount when compared to our other products, and (4) the costs can be reasonably estimated, there is no major technological uncertainty and the total engineering, material procurement, product assembly and test cycle time extend over a period of six months or longer.

Under the percentage of completion method, revenue and gross margins to date are recognized based upon the ratio of costs incurred to date compared to the latest estimate of total costs to complete the product as a percentage of the total contract revenue for the product. Revisions in costs and gross margin percentage estimates are reflected in the period in which the facts causing the revision become known. Provisions for total estimated losses on uncompleted contracts, if any, are made in the period in which such losses are determined. For the years ended December 31, 2012, 2011, and 2010, we recorded revenue of $1,731,686, $2,406,714 and $1,848,012, using the percentage of completion method, respectively.

Inventory Valuation. Our inventories consist of material, labor and manufacturing overhead costs. We determine the cost of inventory based on standard cost and then adjust inventories to actual cost at reasonable intervals to reflect current conditions to approximate the first-in, first-out method. We regularly review the quantity of inventories on hand and compare these quantities to the expected usage of each applicable product or product line. Our inventories are adjusted in value to the lower of costs and/or net realizable value. Since the value of our inventories depends in part on our estimates of each product’s net realizable value, adjustments may be needed to reflect changes in valuation. Any adjustments we are required to make to lower the value of the inventories are recorded as a charge to cost of sales. We recorded inventory provisions in cost of goods sold of $5,261,000, $2,294,000 and $1,588,000 for the years ended December 31, 2012, 2011, and 2010 respectively

Stock-Based Compensation. We account for share-based compensation in accordance with the provisions of FASB ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”). Under these guidelines, we expense share-based compensation under the straight-line method. The choice of a valuation technique, and the approach utilized to develop the underlying assumptions for that technique, involve significant judgments. These judgments reflect management’s assessment of the most accurate method of valuing the stock options we issue based on our historical experience, knowledge of current conditions and beliefs of what could occur in the future given available information. Our judgments could change over time as additional information becomes available to us, or the facts underlying our assumptions change over time, and any change in our judgments could have a material effect on our financial statements. We believe that our estimates incorporate all relevant information and represent a reasonable approximation in light of the difficulties involved in valuing non-traded stock options. For the years ended December 31, 2012, 2011, and 2010, we recorded share based compensation of $836,000, $1,272,000 and $1,335,000, respectively.

Accounting for Income Taxes. We determine our annual income tax provision in each of the jurisdictions in which we operate. This involves determining our current and deferred income tax expense as well as accounting for differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The future tax consequences attributable to these differences result in deferred tax assets and liabilities, which are included in our Consolidated Balance Sheets. We assess the recoverability of the deferred tax assets by considering whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. To the extent we believe that recovery does not meet this “more likely than not” standard as required in FASB ASC Topic 740, “ Income Taxes” (“ASC 740”), we must establish a valuation allowance.

Management’s judgments and estimates are required in determining our income tax provision, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. We have established a valuation allowance attributable to substantially all U.S. federal and state as well as United Kingdom deferred tax assets as of December 31, 2012 since they do not meet the “more likely than not” threshold of realization based on our ability to generate sufficient taxable income in the carryback and carryforward periods based on the criteria set forth in ASC 740. We review the recoverability of deferred tax assets during each reporting period by reviewing estimates of future taxable income, future reversals of existing taxable temporary differences, and tax planning strategies that would, if necessary, be implemented to realize the benefit of deferred tax assets before expiration.

We assess tax positions taken on tax returns, including recognition of potential interest and penalties, in accordance with the recognition thresholds and measurement attributes outlined in ASC 740. Interest and penalties recognized, if any, would be classified as a component of income tax expense. An uncertain tax position represents our expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes. The Company believes that we have appropriate support for the income tax positions taken and to be taken on our tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. As of December 31, 2012 and 2011, the Company has recorded accruals of $151,000 in connection with uncertain tax positions.

We have benefited from a partial “tax holiday” in our Shanghai manufacturing subsidiary. The Chinese government tax authorities passed legislation that imposes an equalization of income tax rates for both domestic and foreign companies at a rate of 25%. This new law became effective on January 1, 2008 and has been phased in by gradually increasing our tax rate until it reached 25% in the first quarter of 2012. For the year ended December 31, 2012, there were no material changes to the total amount of unrecognized tax benefits. We do not expect any significant increases or decreases for uncertain tax positions during the next 12 months.

The Company’s major tax jurisdictions include the United States and China. We are no longer subject to U.S. state or local and non-U.S. income tax examinations by tax authorities in our major jurisdictions for years before 2008, except to the extent of net operating loss and tax credit carryforwards from those years.

RESULTS OF OPERATIONS

The following table sets forth the percentage of net sales of certain items in our Consolidated Statements of Operations for the periods indicated.


	Years Ended December 31,
	2012			2011			2010
Net sales		100.0	%		100.0	%		100.0	%
Cost of goods sold		71.6	%		62.5	%		58.6	%

Gross profit		28.4	%		37.5	%		41.4	%
Operating expenses:
Selling, general and administrative		36.1	%		29.8	%		28.3	%
Research, development and engineering		9.4	%		9.3	%		8.1	%
Restructuring		0.7	%		0.5	%		0.0	%

Operating income (loss)		(17.8	)%		(2.1	)%		5.0	%
Interest income		0.1	%		0.1	%		0.1	%
Interest expense		(0.8	)%		(0.6	)%		(0.7	)%
Foreign exchange loss		(0.4	)%		(0.2	)%		(0.0	)%
Other income (loss), net		0.1	%		0.5	%		(0.0	)%

Income (loss) before provision for income taxes		(18.8	)%		(2.3	)%		4.4	%
Provision for income taxes		0.1	%		1.3	%		1.7	%

Net income (loss)		(18.9	)%		(3.6	)%		2.7	%

YEAR ENDED DECEMBER 31, 2012 AS COMPARED TO YEAR ENDED DECEMBER 31, 2011


	Years Ended December 31,												Percent change
	2012						2011
				( $ in thousands)
				% of net sales						% of net sales
Net sales	$	58,089			100.0	%	$	76,128			100.0	%		(23.7	)%
Cost of goods sold		41,617			71.6	%		47,542			62.5	%		(12.5	)%

Gross profit		16,472			28.4	%		28,586			37.5	%		(42.4	)%
Selling, general and administrative expenses		20,965			36.1	%		22,721			29.8	%		(7.7	)%
Research, development and engineering expenses		5,450			9.4	%		7,056			9.3	%		(22.8	)%
Restructuring		424			0.7	%		401			0.5	%		5.7	%

Operating loss		(10,367	)		(17.8	)%		(1,592	)		(2.1	)%		551.2	%
Loss before provision for income taxes		(10,932	)		(18.8	)%		(1,770	)		(2.3	)%		517.6	%

Provision for income taxes		65			0.1	%		952			1.3	%		(93.2	)%

Net loss	$	(10,997	)		(18.9	)%	$	(2,722	)		(3.6	)%		304.0	%

Net Sales. Net sales in 2012 decreased by $18.0 million or 23.7% compared to 2011. Net sales for the Company’s electronics market systems increased from $34.9 million in 2011 to $42.0 million in 2012, an increase of $7.1 million or 20.3%. The alternative energy systems sales decreased from $29.2 million in 2011 to $7.4 million in 2012, a decrease of $21.8 million or 74.6%. The parts & service and other market systems sales decreased from $11.9 million in 2011 to $8.6 million in 2012, a decrease of $3.3 million or 27.7%. The electronic market systems increase represents an increase in demand for Surface Mount Technology systems, particularly in China and an increase in demand for semiconductor packaging systems in the United States. The Company’s alternative energy systems 2012 sales decrease as compared to 2011 was due to the continued weakening of the worldwide solar industry which started in the second quarter of 2011. The other market systems, parts and service 2012 sales decrease as compared to 2011 was due to the cyclical nature of the parts and service business combined with a decrease in other market system sales.

As a result of the weakness in capital spending in the solar industry, we expect minimal revenue from solar products over the immediate future.

The following table sets forth, for the periods indicated, revenues from sales into select geographies expressed in dollars per thousand and as a percentage of total revenue. The values shown represent the amount sold into each of the listed geographical areas.


	2012				2011				2010
United States	$	8,756	15	%	$	13,199	17	%	$	7,565	9	%
Europe and Near East		9,242	16	%		5,759	8	%		9,733	12	%
Asia Pacific		38,606	66	%		53,052	70	%		61,857	76	%
Other Americas		1,485	3	%		4,118	5	%		2,452	3	%

Total Revenue	$	58,089			$	76,128			$	81,607

The above geographical revenue breakdown for the year 2012 as compared to 2011 and 2010, reflects the continued weakening of the worldwide solar market.

Gross Profit. Gross profit for 2012 decreased to $16.5 million or a decrease of 42.4% from $28.6 million in 2011. The gross profit as a percentage of sales for 2012 decreased to 28.4% from 37.5% for 2011, due primarily to lower volume, product mix and overhead under absorption at our factories combined with higher inventory

reserves. Our results of operations in future quarters could also be affected by further inventory write-downs. The Company assesses inventory at each period end and records inventory write-downs as appropriate based on market conditions.

Selling, General and Administrative (SG&A). SG&A expenses decreased by $1.8 million or 7.7% from $22.7 million in 2011 to $21.0 million in 2012, but increased as a percentage of sales from 29.8% in 2011 to 36.1% in 2012. For the year ended December 31, 2012 as compared to the year ended December 31, 2011, the decrease is primarily due to the lower commission on reduced sales and cost reduction actions taken in the Company’s service, marketing and administrative functions; offset by higher bad debt reserves in 2012. In 2012, management determined certain accounts receivables were uncollectable and recorded bad debt expense of approximately $1.4 million. Our results of operations in future quarters could also be affected by further reductions in operating expenses.

Research, Development and Engineering (RD&E). RD&E expenses decreased by $1.6 million or 22.8% to $5.5 million in 2012 from $7.1 million in 2011. The decreases are the result of headcount reductions and expense reductions in the Company’s RD&E functions as we moderated our spending on the development of new solar technologies.

Restructuring. The Company recorded a restructuring charge of $424,000 in 2012 as compared to $401,000 in 2011. This restructuring action was taken due to the continued slowdown in the Company’s solar market product line.

Operating Loss. The 23.7% net sales decrease and its associated negative effect on gross profit combined with higher inventory and bad debt reserves resulted in an operating loss in 2012 of $10.4 million as compared to an operating loss of $1.6 million in 2011.

Interest Income (Expense) . During the year ended December 31, 2012 as compared to the year ended December 31, 2011, net interest expense remained relatively flat at $0.4 million.

Foreign Exchange Loss. The foreign exchange loss in 2012 was $224,000 as compared to a loss of $139,000 in 2011. The net exchange loss is primarily the result of foreign currency exposure in the Company’s foreign operations.

Income Taxes. In 2012, we recorded an income tax provision of $65,000 as compared to $1.0 million in 2011. The Company’s income tax provision primarily relates to income and withholding taxes related to our China operations.

The significant fluctuations in the Company’s quarterly tax rate, as a percent of consolidated pre-tax income or loss is the result of the different statutory tax rates in each of the Company’s non-U.S. locations and the fluctuations of pre-tax income (loss) generated in these jurisdictions. A portion of the consolidated annual tax provision relates to Chinese withholding taxes which are not directly related to pre-tax income in China. China withholding taxes primarily result from corporate royalty charges based on our China manufacturing subsidiary’s net sales. U.S. income taxes have had no impact to the rate fluctuation as the U.S. Company operates at a loss.

Our statutory federal income tax rate is 34.0%. The Company’s statutory income tax rate for its China manufacturing subsidiary is 25% in 2012, 24% in 2011 and 22% in 2010. In 2013, the statutory tax rate for our China manufacturing subsidiary will remain at 25%.

YEAR ENDED DECEMBER 31, 2011 AS COMPARED TO YEAR ENDED DECEMBER 31, 2010

Net Sales . Net sales in 2011 decreased by $5.5 million or 6.7% compared to 2010. The alternative energy systems sales decreased from $34.7 million in 2010 to $29.2 million in 2011, a decrease of $5.5 million or 15.9%. Net sales for the year 2011 as compared to 2010 for the Company’s electronics market systems decreased

from $39.9 million in 2010 to $34.9 million in 2011, a decrease of $5.0 million or 12.5%. The parts & service and other market systems sales increased from $7.0 million in 2010 to $11.9 million in 2011, an increase of $4.9 million or 70.0%. The Company’s alternative energy systems 2011 sales decrease as compared to 2010 was due to the broad weakening of the worldwide solar marketplace which started in the second quarter of 2011. The electronic market systems decrease represents a leveling off of demand for Surface Mount Technology systems, particularly in China. The other market systems, parts and service 2011 sales increase as compared to 2010 was due to sales of specialized units and demand for parts to maintain existing customer machines.

Gross Profit. Gross profit for 2011 decreased to $28.6 million or a decrease of 15.3% as compared to $33.8 million in 2010. The gross profit as a percentage of sales for 2011 decreased to 37.5% from 41.4% for 2010. These decreases are due primarily to lower volume and underutilization at both our USA and China factories in addition to more competitive pricing in 2011.

Selling, General and Administrative (SG&A). SG&A expenses in 2011 as compared to 2010 decreased by $0.3 million or 1.5% from $23.1 million to $22.7 million, but increased as a percentage of sales from 28.3% to 29.8%. For the year ended December 31, 2011 as compared to the year ended December 31, 2010, decreases in commission expense and bonus costs were offset by increased spending for service and marketing.

Research, Development and Engineering (RD&E). RD&E expenses increased by $0.5 million or 7.3% to $7.1 million in 2011 as compared to $6.6 million in 2010. The increases are the result of the Company’s actions to develop new and improved products.

Restructuring. The Company recorded a restructuring charge of $401,000 in the year ended December 31, 2011. This restructuring action, which related primarily to severance and benefit charges, was taken due to the slowdown in the Company’s solar market business.

Operating Income (Loss). The 6.7% net sales decrease and its associated negative effect on gross profit combined with the RD&E expense increase and the restructuring charge resulted in an operating loss in 2011 of $1.6 million as compared to an operating income of $4.1 million in 2010.

Interest Income (Expense). During the year ended December 31, 2011 as compared to the year ended December 31, 2010, interest expense declined as the result of a lower mortgage interest rate entered into in the third quarter of 2010. Interest income declined in 2011 due to market interest rates which were at low levels and lower cash balances.

Foreign Exchange Loss. The foreign exchange loss in 2011 was $139,000 as compared to a loss of $33,000 in 2010. The net exchange loss is primarily the result of foreign currency exposure in the Company’s foreign operations.

Income Taxes. In 2011, we recorded an income tax provision of $1.0 million as compared to $1.4 million in 2010. The Company’s income tax provision primarily relates to income and withholding taxes related to our China operations. The significant fluctuations in the Company’s quarterly tax rate, as a percent of consolidated pre-tax income or loss, is the result of the different statutory tax rates in each of the Company’s non-U.S. locations and the fluctuations of pre-tax income (loss) generated in these jurisdictions. A portion of the consolidated annual tax provision relates to Chinese withholding taxes which are not directly related to pre-tax income in China. China withholding taxes primarily result from corporate royalty charges based on our China manufacturing subsidiary’s net sales. U.S. income taxes have had no impact to the rate fluctuation as the U.S. Company operates at a loss.

Our statutory federal income tax rate is 34.0%. The Company’s statutory income tax rate for its China manufacturing subsidiary is 24.0% in 2011 and 22% in 2010.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2012, we had $20.2 million in cash and cash equivalents, an increase of $1.3 million compared to $18.9 million at the end of 2011.

During 2012, the Company generated net cash from operating activities of approximately $1.7 million. This generation of cash was primarily the result of a decrease of accounts receivable of $1.5 million, a decrease in inventory of 2.2 million, an increase in accounts payable of $1.6 million and the adding back of non-cash expenses of depreciation and amortization of $1.7 million, stock-based compensation of $0.8 million, inventory provisions of $5.3 million and bad debt provisions of $1.4 million; offset by a net loss of $11.0 million and an increase in other current assets of $1.8 million.

On August 31, 2009, the Company entered into a pledge and assignment agreement with a bank. The bank agrees, at the Company’s request, to issue letters of credit in the bank’s name and the Company agrees to cash collateralize the letters of credit via restricted cash deposits at the bank. As of December 31, 2012, the value of the outstanding letters of credit issued by the bank for the Company and cash collateralized by the Company was $247,090. This restricted cash value is included in the Company’s balance sheet in other current assets.

The Company has a mortgage note that is secured by its real property in Billerica, Massachusetts. The original amount of the note was $10 million. This mortgage note payable has a balloon payment of $6.7 million due and payable at maturity on December 23, 2015. On September 9, 2010, the Company signed a Loan Modification Agreement with the same bank that the mortgage was entered into on December 23, 2003, and amended on March 30, 2006. The 2010 modifications resulted in lowering the annual interest rate from 6.84% to 5.50%, and lowering the monthly payment from $76,280 to $69,000. The mortgage note had an outstanding balance at December 31, 2012 of approximately $8.0 million.

As of December 31, 2012, the Company has no material commitments relating to capital expenditures.

The Company’s business forecasts project that our cash position and cash flow will be sufficient to meet our corporate, operating and capital requirements for the next twelve months.

CONTRACTUAL OBLIGATIONS

The Company’s contractual obligations at December 31, 2012 were (in thousands):


	Payments Due by Period
Contractual Obligations	Total		2013		2014- 2015		2016- 2017		2018 and Thereafter
Long-term debt(1)	$	7,964	$	400	$	7,564	$	—	$	—
Interest on long-term debt		1,215		428		787		—		—
Operating leases		311		213		97		1		—
Open purchase orders		2,043		2,043		—		—		—

Total	$	11,533	$	3,084	$	8,448	$	1	$	—

(1) Mortgage Note Payable, due 2015

(2) The Company has a liability at December 31, 2012, including potential interest and penalties, of $151,000 for uncertain tax positions that have been taken or are expected to be taken in various income tax returns. The Company does not know the ultimate resolution of these uncertain tax positions and as such, does not know the ultimate timing of payments related to this liability. Accordingly, these amounts are not included in the table above.

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income” amending the presentation requirements for comprehensive income. For public entities, this guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 with early adoption permitted. Subsequently, in December 2011, the FASB deferred the effective date of the portion of the June 2011 accounting standards update requiring separate presentation of reclassifications out of accumulated other comprehensive income. Upon adoption on January 1, 2012, we had the option to report total comprehensive income, including components of net income and components of other comprehensive income, as a single continuous statement or in two separate but consecutive statements. We elected to present comprehensive income in two separate but consecutive statements as part of the consolidated financial statements included in this Annual Report on Form 10-K. Other than a change in presentation, the implementation of this accounting pronouncement did not have a material impact on our financial statements.

In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income, that requires entities to disclose items reclassified out of accumulated other Comprehensive Income (AOCI) and into net income in their entirety, the effect of the reclassification on each affected net income line item and for AOCI reclassification items that are not reclassified in their entirety into net income, a cross reference to other required U.S. GAAP disclosures. This consolidated standard is effective for annual periods beginning after December 15, 2012 and interim periods within those years. The application of this standard will not have material impact on the Company’s consolidated financial statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

MARKET RISK DISCLOSURE

We have international subsidiaries in China, the United Kingdom, Singapore and Malaysia. These subsidiaries transact business in their functional or local currency. Therefore, we are exposed to foreign currency exchange risks and fluctuations in foreign currencies, along with economic and political instability in the foreign countries in which we operate, all of which could adversely impact our results of operations and financial condition.

As of December 31, 2012, all of our long-term debt obligations are fixed rate financial instruments. Therefore we are not exposed to interest rate risk resulting from variable interest rate of our debt.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by Item 8 of Form 10-K is presented here in the following order:


Report of Independent Registered Public Accounting Firm			26
Consolidated Balance Sheets as of December 31, 2012 and 2011			27
Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010			28
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2012, 2011 and 2010			29
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2012, 2011 and 2010			30
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010			31
Notes to Consolidated Financial Statements			32

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

BTU International, Inc:

We have audited the accompanying consolidated balance sheets of BTU International, Inc., and subsidiaries as of December 31, 2012 and 2011 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2012. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule II. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BTU International, Inc., and subsidiaries as of December 31, 2012 and 2011 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012 in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Boston, Massachusetts

March 13, 2013

BTU INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)


	As of December 31,
	2012			2011
Assets
Current assets
Cash and cash equivalents	$	20,218		$	18,948
Accounts receivable, less allowance of $1,583 and $246 at December 31, 2012 and 2011		9,623			12,422
Inventories		9,547			17,510
Other current assets		4,131			2,064

Total current assets		43,519			50,944

Property, plant and equipment, at cost
Land		210			210
Buildings and improvements		11,200			11,185
Machinery and equipment		16,168			15,664
Furniture and fixtures		1,062			957

		28,640			28,016
Less accumulated depreciation		(23,971	)		(22,366	)

Net property, plant and equipment		4,669			5,650

Other assets, net of accumulated amortization of $2,552 in 2012 and $2,491 in 2011		481			124

Total assets	$	48,669		$	56,718

Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt	$	400		$	379
Trade accounts payable		5,185			3,527
Deferred revenue		893			494
Accrued expenses		5,147			4,910

Total current liabilities		11,625			9,310
Long-term debt, less current portion		7,564			7,956

Total liabilities		19,189			17,266

Commitments and contingencies
Stockholders’ equity
Preferred stock, $1.00 par value—5,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.01 par value—25,000,000 shares authorized; 10,898,939 shares issued and 9,530,972 shares outstanding at December 31, 2012 and 10,867,778 shares issued and 9,499,811 shares outstanding at December 31, 2011		109			109
Additional paid-in capital		51,545			50,646
Accumulated deficit		(19,385	)		(8,388	)
Less: treasury stock at cost, 1,367,967 shares at December 31, 2012 and December 31, 2011		(4,990	)		(4,990	)
Accumulated other comprehensive income		2,201			2,075

Total stockholders’ equity		29,480			39,452

Total liabilities and stockholders’ equity	$	48,669		$	56,718

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

BTU INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Years Ended December 31,
	2012			2011			2010
Net sales	$	58,089		$	76,128		$	81,607
Cost of goods sold		41,617			47,542			47,851

Gross profit		16,472			28,586			33,756

Selling, general and administrative		20,965			22,721			23,063
Research, development and engineering		5,450			7,056			6,575
Restructuring		424			401			—

Operating income (loss)		(10,367	)		(1,592	)		4,118
Interest income		63			77			81
Interest expense		(462	)		(481	)		(601	)
Foreign exchange loss		(224	)		(139	)		(33	)
Other income (loss), net		58			365			(6	)

Income (loss) before provision for income taxes		(10,932	)		(1,770	)		3,559
Provision for income taxes		65			952			1,378

Net income (loss)	$	(10,997	)	$	(2,722	)	$	2,181

Income (loss) per share:
Basic	$	(1.16	)	$	(0.29	)	$	0.24
Diluted	$	(1.16	)	$	(0.29	)	$	0.23
Weighted average number of shares outstanding:
Basic		9,509			9,434			9,277
Diluted		9,509			9,434			9,428

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

BTU INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Years Ended December 31,
	2012			2011			2010
	(In thousands)
Comprehensive income (loss) is calculated as follows:
Net income (loss)	$	(10,997	)	$	(2,722	)	$	2,181
Other comprehensive income:
Foreign currency translation adjustment		126			450			255

Comprehensive income (loss)	$	(10,871	)	$	(2,272	)	$	2,436

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

BTU INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)


	Common Stock				Additional Paid-In Capital		Accumulated Deficit			Treasury Stock					Accumulated Other Comprehensive Income		Total
	# of shares		$		Additional Paid-In Capital		Accumulated Deficit			# of shares		$			Accumulated Other Comprehensive Income		Total
Balance at December 31, 2009		10,620	$	106	$	47,054	$	(7,847)			1,368	$	(4,990)		$	1,370	$	35,693
Net income		—		—		—		2,181			—		—			—		2,181
Exercise of stock options		77		1		269		—			—		—			—		270
Issuance of common stock		21		—		106		—			—		—			—		106
Translation adjustment		—		—		—		—			—		—			255		255
Stock-based compensation		—		—		1,335		—			—		—			—		1,335

Balance at December 31, 2010		10,718	$	107	$	48,764	$	(5,666	)		1,368	$	(4,990	)	$	1,625	$	39,840

Net loss		—		—		—		(2,722	)		—		—			—		(2,722	)
Exercise of stock options		123		2		519		—			—		—			—		521
Issuance of common stock		27		—		91		—			—		—			—		91
Translation adjustment		—		—		—		—			—		—			450		450
Stock-based compensation		—		—		1,272		—			—		—			—		1,272

Balance at December 31, 2011		10,868	$	109	$	50,646	$	(8,388)			1,368	$	(4,990)		$	2,075	$	39,452

Net loss		—		—		—		(10,997	)		—		—			—		(10,997	)
Exercise of stock options		3		—		10		—			—		—			—		10
Issuance of common stock		28		—		53		—			—		—			—		53
Translation adjustment		—		—		—		—			—		—			126		126
Stock-based compensation		—		—		836		—			—		—			—		836

Balance at December 31, 2012		10,899	$	109	$	51,545	$	(19,385	)		1,368	$	(4,990	)	$	2,201	$	29,480

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

BTU INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Years Ended December 31,
	2012			2011			2010
Cash flows from operating activities:
Net income (loss)	$	(10,997	)	$	(2,722	)	$	2,181
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,702			1,800			2,193
Provision (recovery) for bad debts		1,383			(49	)		71
Provision for inventory		5,261			2,294			1,588
Stock-based compensation		836			1,272			1,335
Deferred taxes		(391	)		(77	)		(252	)
Loss on disposal of fixed assets		—			6			—
Net change in operating assets and liabilities:
Accounts receivable		1,452			5,709			(7,471	)
Inventories		2,191			(592	)		(6,129	)
Other current assets		(1,785	)		(843	)		449
Other assets		(203	)		200			(52	)
Accounts payable		1,632			(6,814	)		4,439
Deferred revenue		398			(2,911	)		80
Accrued expenses		210			(780	)		295

Net cash provided by (used in) operating activities		1,689			(3,507	)		(1,273	)

Cash flows from investing activities:
Purchases of property, plant and equipment		(221	)		(711	)		(1,459	)

Net cash used in investing activities		(221	)		(711	)		(1,459	)

Cash flows from financing activities:
Principal payments under loan and capital lease agreements		(371	)		(353	)		(309	)
Issuance of common stock		53			91			106
Proceeds from the exercise of stock options		10			521			270

Net cash provided by (used in) financing activities		(308	)		259			67

Effects of exchange rates on cash		110			154			21

Net increase (decrease) in cash and cash equivalents		1,270			(3,805	)		(2,644	)
Cash and cash equivalents, beginning of period		18,948			22,753			25,397

Cash and cash equivalents, end of period	$	20,218		$	18,948		$	22,753

Supplemental disclosures of cash flow information:
Cash paid (received) during the periods for:
Interest paid	$	397		$	435		$	505
Income taxes paid ( received)	$	(35	)	$	388		$	1,118

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

BTU INTERNATIONAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

BTU International, Inc. and its wholly owned subsidiaries (the “Company”) are primarily engaged in the design, manufacture, sale, and service of thermal processing systems, which are used as capital equipment in various manufacturing processes, primarily in the electronics and alternative energy industries.

COMPREHENSIVE INCOME (LOSS)

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220, “Comprehensive Income” (“ASC 220”) as amended by Accounting Standards Update (ASU) 2011-05, “Presentation of Comprehensive Income” . ASC 220 requires companies to report all changes in equity during a period, resulting from net income (loss) and transactions from non-owner sources, in a financial statement in the period in which they are recognized. On January 1, 2012, date of adoption of ASU 2011-05, we had the option to report total comprehensive income, including components of net income and components of other comprehensive income, as a single continuous statement or in two separate but consecutive statements. We elected to present comprehensive income in two separate but consecutive statements as part of the consolidated financial statements. Other than a change in presentation, the implementation of this accounting pronouncement did not have a material impact on our consolidated financial statements.

PRINCIPLES OF CONSOLIDATION AND THE USE OF ESTIMATES

The accompanying consolidated financial statements include the accounts of the Company. All material inter-company balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting periods. The primary estimates used in the consolidated financial statements include the percentage of completion revenue method, inventory valuation, allowance for doubtful accounts, valuation of deferred income taxes, stock-based compensation and warranty reserves.

CASH AND CASH EQUIVALENTS

The Company has classified certain highly liquid financial instruments, with original maturities of three months or less, as cash equivalents.

ACCOUNTS RECEIVABLE

Accounts receivable are stated at the amount management expects to collect from outstanding balances. An allowance for doubtful accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and management’s evaluation of outstanding accounts receivable at the end of the year. Uncollectible accounts are written off against the allowance when identified. Bad debt expense (recovery) was $1,345,000, ($49,000), and $71,000 for 2012, 2011 and 2010, respectively.

INVENTORIES

Our inventories consist of material, labor and manufacturing overhead costs. We determine the cost of inventory based on a first-in, first-out method. We regularly review the quantity of inventories on hand and compare these quantities to the expected usage of each applicable product or product line. Our inventories are

adjusted in value to the lower of cost and/or net realizable value and a new cost basis is established. Since the value of our inventories depends in part on our estimates of each product’s net realizable value, adjustments may be needed to reflect changes in valuation. Any adjustments we are required to make to lower the value of the inventories are recorded as a charge to cost of sales.

Inventories consist of the following (in thousands):


	Years Ended December 31,
	2012		2011
Raw materials and manufactured components	$	4,772	$	7,614
Work-in-process		1,905		5,363
Finished goods		2,870		4,533

Total inventory	$	9,547	$	17,510

The Company recorded inventory provisions of $5,261,000, $2,294,000, and $1,588,000 for the years ended 2012, 2011 and 2010, respectively. The provisions recorded are net of sold inventory that had previously been reserved in the amounts of approximately $60,000, $485,000, and $507,000 for the years ended 2012, 2011 and 2010, respectively.

PROPERTY, PLANT AND EQUIPMENT

The Company provides for depreciation using the straight-line method over the assets’ useful lives. Leasehold improvements are amortized on a straight-line basis over the lesser of the estimated useful life of the asset or the lease term. The estimated useful lives for depreciation purposes are as follows:


Buildings and improvements			8-25 years
Machinery and equipment			2-8 years
Software			3-10 years
Furniture and fixtures			3-8 years
Leasehold improvements			3 years

Depreciation expense was approximately $1,641,000, $1,624,000 and $1,708,000 for the years ended December 31, 2012, 2011, and 2010, respectively.

Maintenance and repairs are charged to operations as incurred. When equipment and improvements are sold or otherwise disposed of, the asset cost and accumulated depreciation are removed from the accounts, and the resulting gain or loss, if any, is included in the results of operations.

The Company evaluates long-lived assets such as intangible assets and property, plant and equipment under FASB ASC 360-10-35-15, “Impairment or Disposal of Long-Lived Assets” . This statement requires that long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to future undiscounted net cash flows expected to be generated by the asset or asset group. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment of long-lived assets were identified during the years ended December 31, 2012, 2011 and 2010.

OTHER ASSETS

Other assets consist of the following (in thousands):


	2012		2011
Deferred financing costs, net of amortization	$	23	$	30
Intellectual property, net of amortization		23		77
Deferred tax asset—non-current		143		17
Long term assets		292		—

Total	$	481	$	124

Deferred financing costs, capitalized in 2006, are being amortized over ten years, the term of the mortgage note. Amortization on deferred financing costs was approximately $7,000, $7,000 and $7,000 in 2012, 2011 and 2010, respectively. Amortization on intellectual property was approximately $54,000, $169,000 and $478,000 in 2012, 2011 and 2010, respectively.

INCOME TAXES

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The amounts of deferred tax assets or liabilities are based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

TRANSLATION OF FOREIGN CURRENCIES

Assets and liabilities of the Company’s foreign operations are translated from their functional currency into U.S. dollars at year end exchange rates. Revenue and expense items are translated at weighted average rates of exchange prevailing during the year. Gains and losses arising from translation are accumulated as a separate component of stockholders’ equity, as the functional currency of the subsidiaries is their local currency, and the reporting currency of the Company is the U.S. dollar. Exchange gains and losses arising from transactions denominated in foreign currencies are included in income as incurred.

PATENTS

The Company has patents in the U.S. and certain foreign countries for some of its products and processes. No value has been assigned to these patents in the accompanying consolidated financial statements.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with FASB ASC Topic 605, “Revenue Recognition” (“ASC 605”). Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Under these requirements, when the terms of sale include customer acceptance provisions, and compliance with those provisions has not been demonstrated, revenues are recognized upon acceptance. Furthermore, revenues for products that require installation for which the installation is essential to functionality or is not deemed inconsequential or perfunctory are recognized upon completion of installation. Revenues for products sold where installation is not essential to functionality and is deemed inconsequential or perfunctory are recognized upon shipment with estimated installation and warranty costs accrued.

Applying the requirements of ASC 605 to future sales arrangements used in the Company’s equipment sales may result in the deferral of the revenue for some equipment sales. Products shipped to customers that do not meet the threshold requirements for revenue recognition as outlined above remain in the Company’s inventory on the Consolidated Balance Sheet until revenue is recognized. Any cash collected from customers for products for which revenue has been deferred is recorded as Deferred Revenue on the Consolidated Balance Sheet.

The Company also has certain sales transactions for products, which are not completed within the normal operating cycle of the business. It is the Company’s policy to account for these transactions using the percentage of completion method for revenue recognition purposes when all of the following criteria exist: (1) The Company has received the customer’s purchase order or entered into a legally binding contract, (2) The customer is credit worthy and collection is probable or customer prepayments are required at product completion milestones or specific dates, (3) The sales value of the product to be delivered is significant in amount when compared to the Company’s other products, and (4) Product costs can be reasonably estimated, there is no major technological uncertainty and the total engineering, material procurement, product assembly and test cycle time extend over a period of six months or longer.

Under the percentage of completion method, revenues and gross margins to date are recognized based upon the ratio of costs incurred to date compared to the latest estimate of total costs to complete the product as a percentage of the total contract revenue for the product. Revisions in costs and gross margin percentage estimates are reflected in the period in which the facts causing the revision become known. Provisions for total estimated losses on uncompleted contracts, if any, are made in the period in which such losses are determined. For the years ended December 31, 2012, 2011 and 2010, $1,731,686, $2,406,714 and $1,848,012, respectively, were recognized as revenue using the percentage of completion method.

The Company accounts for shipping and handling costs billed to customers in accordance with FASB ASC 605-45, “Shipping and Handling Fees and Costs”. Amounts billed to customers for shipping and handling costs are recorded as revenues with the associated costs reported as cost of goods sold.

RESEARCH, DEVELOPMENT AND ENGINEERING

Research, development and engineering costs are charged to expense as incurred.

EARNINGS PER SHARE INFORMATION

Basic EPS is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted EPS is computed using the weighted average number of common and dilutive potential common shares outstanding during the period, using the treasury stock method. Potentially dilutive securities include outstanding stock options and unvested restricted stock units (RSUs). Due to their antidilutive effect, approximately 1,376,041, 1,299,358 and 559,040 instruments to purchase common stock were excluded from the calculation of diluted income (loss) per share for the years ended December 31, 2012, 2011 and 2010, respectively. However, these potentially dilutive securities could become dilutive in future periods.

The weighted average number of common shares used to compute basic and diluted earnings per share consists of the following classification:


	Years Ended December 31,
	2012		2011		2010
	(In thousands)
Basic shares		9,509		9,434		9,277
Effect of dilutive options		—		—		151

Diluted shares		9,509		9,434		9,428

RECENT ACCOUNTING PRONOUNCEMENTS

Subsequent Events

For the fiscal year ended December 31, 2012, the Company has evaluated subsequent events for potential recognition and disclosure in the financial statements through the date these financial statements were filed with the Securities and Exchange Commission.

(2)

ACCRUED EXPENSES

Accrued expenses at December 31, 2012 and 2011 consisted of the following (in thousands):


	2012		2011
Accrued commissions	$	935	$	1,194
Accrued warranty		393		497
Accrued taxes		1,817		1,175
Accrued audit		388		373
Accrued legal		240		246
Accrued bonus		87		167
Payroll and payroll taxes		793		764
Accrued cost of sales		300		216
Accrued restructuring		111		192
Other		83		86

	$	5,147	$	4,910

Warranties

The Company provides standard warranty coverage for parts and labor for 12 months and special extended material-only coverage on certain other products. The Company estimates and records a reserve for anticipated warranty claims based on historical warranty claims as a percentage of revenue by product line. The reserve for

warranty covers the estimated costs of material, labor and travel. Actual warranty claims incurred are charged against the reserve. Factors that affect the Company’s product warranty liability include the number of installed units, the anticipated cost of warranty repairs and historical and anticipated rates of warranty claims.

The following table reflects changes in the Company’s accrued warranty account during the fiscal years ended December 31, 2012 and 2011:


	2012			2011
	(In thousands)
Beginning balance	$	497		$	512
Plus: accruals related to new sales		538			527
Less: warranty claims incurred		(642	)		(542	)

Ending balance	$	393		$	497

Restructuring

Costs associated with restructuring activities are accounted for in accordance with ASC Topic 420, Exit or Disposal Cost Obligations , or ASC Topic 712, Compensation—Nonretirement Postemployment Benefits , as applicable. Pursuant to ASC Topic 712, liabilities for employee severance are recorded when payment of severance is considered probable and the amount is estimable. For restructuring costs other than employee severance accounted under ASC Topic 712, a liability is recognized in accordance with ASC Topic 420 only when incurred.

In September 2011, the Company eliminated 17 positions. Accordingly, the Company recorded a restructuring charge of $401,000 in the year ended December 31, 2011. The decision to eliminate 17 positions was taken due to the slowdown in orders from customers in the solar industry. Due to the continued slowdown in the solar industry, the Company eliminated a combined 31 positions and recorded restructuring charges of $424,000 in the year ended December 31, 2012.

The restructuring charges were primarily severance and benefits.

The following table reflects changes in the reserves for restructuring charges for the year ended December 31, 2012 (in thousands):


	2012
Beginning balance, December 31, 2011	$	192
Plus: charges to costs and expenses		424
Less: cash payments		(505	)

Ending balance, December 31, 2012	$	111

(3)

DEBT, CAPITAL LEASES, COMMITMENTS AND CONTINGENCIES

On March 30, 2006, the Company entered into a mortgage note that is secured by our real property in Billerica, Massachusetts, in the amount of $10 million. This mortgage note payable has a balloon payment of $6.7 million due and payable at maturity on December 23, 2015. On September 9, 2010, the Company signed a Loan Modification Agreement relating to the mortgage note. The modifications resulted in a reduction of the annual interest rate from 6.84% to 5.50% and a reduction in the monthly payment from $76,280 to $69,000.

On August 31, 2009, the Company entered into a pledge and assignment agreement with a bank. The bank agrees, at the Company’s request, to issue letters of credit in the bank’s name and the Company agrees to cash collateralize letters of credit via restricted cash deposits at the bank. As of December 31, 2012 and 2011, the value of the outstanding letters of credit issued by the bank for the Company and cash collateralized by the Company was $247,090 and $225,140, respectively. This restricted cash value is included in the Company’s balance sheet in other current assets.

Long-Term Debt at December 31, 2012 and 2011 consisted of the following (in thousands):


	2012		2011
Mortgage note payable, interest rate of 5.50% at December 2012 and December 31, 2011, respectively	$	7,964	$	8,335
Less: current maturities		400		379

	$	7,564	$	7,956

Under the terms of the debt, the minimum principal repayments of long-term debt and operating lease obligations by year are as follows (in thousands):


	Mortgage		Operating Leases		Total
2013		400		213		613
2014		423		79		502
2015		7,141		18		7,159
2016		—		1		1
2017		—		—		—

	$	7,964	$	311	$	8,275

Under the Company’s operating lease agreements, the approximate future minimum obligation as of December 31, 2012 is as follows: $206,000 for real estate, $56,000 for automobiles and $49,000 for equipment.

The Company has operating leases for its Shanghai manufacturing operations that allow extensions. As of December 31, 2012, the future minimum lease commitment for this facility is approximately $83,000. The Company had an operating lease in its UK facility that expired in March 2010 but allowed for a three month extension. The Company signed a five year lease at a smaller facility for its UK operations in May 2010. As of December 31, 2012, the future minimum lease commitment for this facility is approximately $92,000 payable through May 2015. As of December 31, 2012, the future minimum lease commitment for the Malaysia office is approximately $31,000.

Rent Expense was approximately $390,000 in 2012, $477,000 in 2011 and $469,000 in 2010.

As an equipment manufacturer, the Company generates and disposes of small quantities of solid waste that are considered hazardous under Environmental Protection Agency (“EPA”) regulations. Because the Company used a waste disposal firm that disposed the solid waste at a site that the EPA has designated as a Superfund site, the Company has been named by the EPA as one of the entities responsible for a portion of the expected clean-up costs. Based on the Company’s proportional responsibility, as negotiated with and agreed to by the EPA, the Company’s liability related to this matter is $225,140. This amount is included in Other Current Liabilities on the Consolidated Balance Sheet as of December 31, 2012. On October 2, 2009, in accordance with the agreement, the Company established a letter of credit for $225,140 to the benefit of the EPA for potential cash payments as settlements for the Company’s proportional liability.

The Company is a party to various claims arising in the normal course of business. Management believes the resolution of these matters will not have a material impact on the Company’s results of operations or financial condition. On October 25, 2011, one of the Company’s overseas customers filed an appeal with the Grenoble Court of Appeals, Grenoble, France, seeking to overturn a decision of the lower court denying its request to nominate an expert to examine allegations that furnaces it had purchased from the Company in 2006 had not functioned properly. The Company has prepared a response to deny this customer’s allegations and is vigorously contesting this matter. On July 6, 2011, in a separate proceeding involving this customer, the Company filed a request for arbitration with the International Court of Arbitration of the International Chamber of Commerce in

Paris, France asking the arbitrators to certify that the customer is barred from receiving any remedy. In addition the Company has filed claims for reimbursements of work performed, as well as reimbursements of legal costs related to the arbitration proceedings. The customer has filed a counterclaim for damages. Each party has nominated an arbitrator and these two arbitrators have selected a neutral arbitrator who will act as the chairman of the tribunal. The Company strongly believes that the equipment the customer purchased met all applicable specifications, that there is no basis for a valid warranty claim and that the risk that a loss has occurred with respect to this matter is reasonably possible. An estimate or a range of any possible loss cannot be made at this juncture due to the early stage of the proceedings. However, because litigation is inherently uncertain and unpredictable and excessive outcomes do occur, we could incur a judgment or enter into a settlement or revise our estimate of the outcome of this matter in a way that could result in a material adverse effect on the Company’s results of operations and financial condition.

(4)

FOREIGN OPERATIONS

The following table shows the amounts (in thousands) and percentages of the Company’s revenues by geographic region, for the last three years:


	2012				2011				2010
United States	$	8,756	15	%	$	13,199	17	%	$	7,565	9	%
Europe and Near East		9,242	16	%		5,759	8	%		9,733	12	%
Asia Pacific		38,606	66	%		53,052	70	%		61,857	76	%
Other Americas		1,485	3	%		4,118	5	%		2,452	3	%

Total Revenue	$	58,089			$	76,128			$	81,607

The following table shows the amounts (in thousands) of the Company’s tangible long-lived assets by geographic region, at December 31, 2012 and 2011:


	December 31, 2012		December 31, 2011
United States	$	3,936	$	4,741
Asia Pacific		733		909

	$	4,669	$	5,650

(5)

CONCENTRATION OF CREDIT RISK AND SIGNIFICANT CUSTOMERS

The Company maintains the majority of its cash and cash equivalent balances with a small number of financial institutions who invest the funds in highly liquid financial instruments with terms not to exceed 90 days.

The Company has international subsidiaries in China, the United Kingdom, Singapore and Malaysia. These subsidiaries transact business in their functional or local currency. Therefore, the Company is exposed to foreign currency exchange risks and fluctuations in foreign currencies, along with economic and political instability in the foreign countries in which it operates, all of which could adversely impact its results of operations and financial condition. The Company’s revenues are primarily derived from customers in the electronics and alternative energy manufacturing industries who are not required to provide collateral for amounts owed to the Company. The Company’s customers are dispersed over a wide geographic area and are subject to periodic review under the Company’s credit policies. The Company does not believe that it is subject to any unusual credit risks, other than the normal level of risk due to operating its business.

Concentration of credit risk with respect to accounts receivable is limited to certain customers to whom the Company makes substantial sales. To reduce its credit risk, the Company routinely assesses the financial strength of its customers. The Company maintains an allowance for potential credit losses, but historically has not experienced any losses in excess of the loss allowance related to individual customers or groups of customers in any particular industry or geographic area.

One customer accounted for $7.3 million or 12.5% of total net sales and another customer accounted for $6.5 million or 11.2% of total net sales in 2012. One customer accounted for $11.9 million or 15.6% of total net sales and another accounted for $7.9 million or 10.4% of total net sales in 2011. One customer accounted for $17.3 million or 21.2% of total net sales and another accounted for $14.1 million or 17.3% of total net sales in 2010. As of December 31, 2012, two customers accounted for more than 10% of accounts receivable comprising 22.5% of the total. As of December 31, 2011, one customer accounted for more than 10% of accounts receivable comprising 13.4% of the total.

(6)

INCOME TAXES

The components of income (loss) before provision (benefit) for income taxes are as follows (in thousands):


	Years Ended December 31,
	2012			2011			2010
Domestic	$	(9,254	)	$	(2,366	)	$	(147	)
Foreign		(1,678	)		596			3,706

Total	$	(10,932	)	$	(1,770	)	$	3,559

For the years ended December 31, 2012, 2011 and 2010, the Company’s provision (benefit) for income taxes were as shown below (in thousands):


	Federal			State		Foreign			Total
December 31, 2012
Current	$	—		$	2	$	454		$	456
Deferred		—			—		(391	)		(391	)

	$	—		$	2	$	63		$	65


	Federal			State		Foreign			Total
December 31, 2011
Current	$	—		$	28	$	1,001		$	1,029
Deferred		—			—		(77	)		(77	)

	$	—		$	28	$	924		$	952


	Federal			State		Foreign			Total
December 31, 2010
Current	$	(42	)	$	21	$	1,651		$	1,630
Deferred		—			—		(252	)		(252	)

	$	(42	)	$	21	$	1,399		$	1,378

The differences between the statutory United States federal income tax rate of 34% and the Company’s effective tax rate are as follows (in thousands):


	2012			2011			2010
Provision (Benefit) at Statutory Rate	$	(3,752	)	$	(602	)	$	1,210
State Tax Net of Federal Benefit		(92	)		29			14
Foreign Tax Rate Differential		320			(56	)		(486	)
Losses and Credits not Benefitted		2,965			1,162			312
Non-deductible & Other		624			419			328

Net Provision	$	65		$	952		$	1,378

The components of the net deferred tax assets at December 31, 2012 and 2011 are as follows (in thousands):


Deferred Tax Assets:	2012			2011
Federal Net Operating Loss Carryforwards	$	1,674		$	582
State Net Operating Loss Carryforwards		163			12
Foreign Net Operating Loss Carryforwards		459			383
Inventory Reserve		3,441			1,669
Deferred Compensation		1,789			1,387
Federal, Foreign and Other Tax Credits		2,480			3,243
Accruals and Other		1,360			882
Intangibles		467			504

Total Deferred Tax Assets		11,833			8,662
Valuation Allowance		(10,961	)		(7,979	)

Deferred Tax Assets		872			683

Deferred Tax Liabilities:
Depreciation and Amortization		(40	)		(242	)

Net Deferred Tax Assets	$	832		$	441

Deferred tax assets at December 31, 2012 and 2011 are recorded in Other Assets.

The deferred tax valuation allowance increased by $2,982,000 and by $775,000 for the years ended December 31, 2012 and 2011, respectively. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers the scheduled reversal of deferred tax liabilities, projected future income, and tax planning strategies in making this assessment. We have recorded a full valuation allowance against the U.S net deferred tax assets since we believe that, after considering all of the available objective evidence, both positive and negative, historical and prospective, with greater weight given to historical evidence, it is not more likely than not that these assets will be realized.

The Company has federal net operating loss carryforwards of approximately $8,433,000 that expire between 2024 and 2032, $3,346,198 of which relates to excess tax deductions from share based payments, the tax benefit of which will be recorded as an increase in additional paid-in capital when the deduction reduces current taxes payable. The Company also has state net operating loss carryforwards of approximately $5,168,000 that expire between 2013 and 2032. The Company also has foreign tax credit carryforwards of approximately $2,481,000 that expire between 2018 and 2022, $253,265 of the tax benefit will be recorded as an increase in additional paid-in capital when the deduction reduces current taxes payable.

Undistributed earnings of the Company’s foreign subsidiaries amounted to approximately $4.8 million at December 31, 2012. The Company’s historical and continuing policy is that its undistributed foreign earnings are indefinitely reinvested and, accordingly, no related provision for U.S. federal and state income taxes has been provided on the $4.8 million of undistributed foreign earnings. The amount of taxes attributable to these undistributed earnings is immaterial. In 2009, in an exception to the existing policy, the Company declared a dividend of approximately $11.3 million from its China subsidiary. The 2009 provisions for U.S. federal and state income taxes on this dividend were offset by 2009 losses and utilization of net operating loss carryforwards.

The Company applies the provisions of FASB Interpretation No. 48 (“FIN 48”), “ Accounting for Uncertainty in Income Taxes”, (now codified as FASB ASC 740, “ Income Tax”). In this regard, an uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed tax return, or planned to be taken in a future tax return, that has not been reflected in measuring income tax expense for financial reporting purposes.

A reconciliation of the beginning and ending amount of our unrecognized tax benefits is summarized as follows:


	2012		2011		2010
Balance at beginning of period	$	151	$	151	$	49
Increase (decrease) related to current year tax positions		—		—		—
Increase (decrease) related to prior year tax positions		—		—		102

Balance at end of period	$	151	$	151	$	151

The unrecognized tax benefits at December 31, 2012, if recognized, would reduce the Company’s effective tax rate in the period recognized. For the year ended December 31, 2012, there were no material changes to the total amount of unrecognized tax benefits. We do not expect any significant increases or decreases for uncertain tax positions during the next 12 months.

The Company’s major tax jurisdictions include the United States and China. The Company is no longer subject to U.S. state or local and non-U.S. income tax examinations by tax authorities in its major jurisdictions for years before 2007, except to the extent of net operating loss and tax credit carryforwards from those years. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. There are no interest or penalties accrued at December 31, 2012.

(7)

EMPLOYEE BENEFITS

The Company has management incentive and profit sharing plans for its executives and all of its employees. These plans provide for bonuses upon the attainment of certain financial targets. Under these plans, $70,000, $217,000 and $1,067,000 was expensed in 2012, 2011 and 2010, respectively.

The Company has a deferred 401(k) contribution plan that is available to cover all domestic employees of the Company. Subject to non-discriminatory restrictions on highly compensated employees, participants can voluntarily contribute a percentage of their compensation up to the plan limits, and the Company, at its discretion, may match this contribution up to a stipulated percentage. The Company’s expense under the plan was approximately $269,000, $321,000 and $337,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

(8)

STOCK OPTION AND PURCHASE PLANS

The Company accounts for share-based compensation in accordance with the provisions of SFAS No. 123R, “Share-Based Payment” (now codified as FASB ASC Topic 718, “Compensation—Stock Compensation” (“ASC 718”)). This statement establishes standards for accounting for transactions in which an entity exchanges its equity instruments for goods or services. The Company’s stock option compensation expense was approximately $808,000, $1,234,000 and $1,301,000 for the years ended December 31, 2012 2011 and 2010 respectively. These amounts do not include expense related to restricted stock awards or the employee stock purchase plan.

The fair value of each option is estimated on the date of grant using the Black-Scholes option-pricing model. This model incorporates certain assumptions for inputs including a risk-free market interest rate, expected dividend yield of the underlying common stock, expected option life and expected volatility in the market value of the underlying common stock. The Company is also required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. Historical data is used to estimate pre-vesting forfeitures and record stock-based compensation expense only for those awards that are expected to vest. Accordingly, awards ultimately expected to vest were reduced for annualized estimated forfeitures of 4% for each of the years ended December 31, 2012, 2011 and 2010. We used the following assumptions for options issued during the years ended December 31, 2012, 2011 and 2010, respectively:


Calculation of Fair Values—Assumptions Used:	Dec. 31, 2012			Dec. 31, 2011			Dec. 31, 2010
Expected Volatility		66.6	%		63.7	%		66.1	%
Expected Life		4.15			4.64			4.69
Risk-Free Interest Rate		0.57	%		1.23	%		1.52	%
Expected Dividend Yield		0			0			0

Expected volatilities are based on the weighted average historical volatility of the Company’s common stock for the expected life of the option. The Company has significant historical data to help evaluate the expected lives of options in developing its assumption. The risk-free interest rate is based upon quoted market yields for United States Treasury debt securities with a term approximating the expected life of the options. The expected dividend yield is based upon the Company’s history of having never issued a dividend and management’s current expectation of future action surrounding dividends.

The Company has two stock option plans for employees, the 1993 Equity Incentive Plan (“1993 Plan”), which expired in 2003 with 254,791 unissued options, and the 2003 Equity Incentive Plan (“2003 Plan”). These plans allow for the award of stock and stock options to employees, directors and consultants. Under the terms of the plans, other stock awards can also be granted at the discretion of the Company’s Board of Directors. The Company also has two stock option plans for non-employee directors, the 1989 Stock Plan for Directors (“1989 Plan”), which expired in 2008 and the 1998 Stock Option Plan for Non-Employee Directors (“1998 Plan”). Under each plan, the exercise price of the options is not less than the fair market value at the date of the grant. Options expire from a minimum of two years to a maximum of ten years from the date of the grant. All new grants, for both employees and directors, are now issued from the same plan, the 2003 Equity Incentive Plan.

In May 2003, the shareholders approved the 2003 Plan, which allows for up to 700,000 shares to be awarded (plus the addition of up to 300,000 options that could be forfeited under the expired 1993 Plan). Also in May 2003, the shareholders approved an amendment to add 70,000 shares to the 1998 Plan.

In May 2008, the shareholders approved an amendment to add 450,000 shares to the 2003 Plan. Also in May 2008, the shareholders approved an amendment to add 50,000 shares to the 1998 Plan.

In May 2011, the shareholders approved an amendment to add 600,000 shares to the 2003 Plan.

Shares available for future stock option and restricted stock unit grants, pursuant to the 2003 and 1998 Plans were 789,327 at December 31, 2012.

A summary of all stock option activity for the years ended December 31, 2012, 2011 and 2010 is as follows:


	2012					2011					2010
	Number of Shares			Weighted Average Price per Share		Number of Shares			Weighted Average Price per Share		Number of Shares			Weighted Average Price per Share
Outstanding at beginning of year		1,299,358		$	6.72		1,277,264		$	6.56		1,177,028		$	6.55
Granted		217,695			2.54		180,855			6.24		273,244			6.15
Exercised		(3,250	)		3.00		(122,220	)		4.26		(77,528	)		3.48
Forfeited/Cancelled		(160,662	)		5.48		(36,541	)		7.04		(95,480	)		7.71

Outstanding at end of year		1,353,141		$	6.20		1,299,358		$	6.72		1,277,264		$	6.56

Options exercisable at end of year		855,671		$	7.21		666,797		$	7.57		513,860		$	7.66

At December 31, 2012, the outstanding options have exercise prices ranging from $2.00 to $16.70 and a weighted average remaining contractual life of 3.8 years. The aggregate intrinsic value of options exercised during the year ended December 31, 2012 was $0. There were no exercisable in-the-money options as of December 31, 2012.

The following table summarizes information for options outstanding and for options exercisable at December 31, 2012:


			Options Outstanding				Options Exercisable
Range of Prices	Number		Weighted Average Remaining Life		Weighted Average Exercise Price		Number		Weighted Average Exercise Price
2.00 to 3.00		126,360		6.53	$	2.17		—	$	—
3.01 to 3.34		97,239		5.59		3.07		9,504		3.28
3.35 to 5.01		399,987		3.56		4.21		316,987		4.33
5.02 to 6.68		276,192		3.87		5.62		180,942		5.66
6.69 to 8.35		109,070		4.67		7.02		57,870		7.04
8.36 to 10.02		82,483		4.83		9.12		28,558		9.28
10.03 to 11.69		97,010		2.40		10.08		97,010		10.08
11.70 to 13.36		156,800		0.93		12.48		156,800		12.48
13.37 to 15.03		—		—		—		—		—
15.04 to 16.70		8,000		0.38		16.70		8,000		16.70

		1,353,141		3.81	$	6.20		855,671	$	7.21

The aggregate intrinsic value of the outstanding options represents the total pre-tax intrinsic value, based on the Company’s closing stock price of $1.95 as of December 31, 2012 which would have been received by the option holders had all option holders exercised their options as of that date. As of December 31, 2012, there was $992,755 of total unrecognized compensation cost related to non-vested options granted under all of the Company’s option plans. That cost is expected to be recognized over a weighted average period of 1.80 years. The total fair value of shares vested during the year ended December 31, 2012 was $1,125,711.

A summary of the status of the Company’s non-vested options as of December 31, 2012 and 2011 is presented below:


	December 31, 2012					December 31, 2011
Nonvested Activity:	Shares			Weighted- Fair Value		Shares			Weighted- Fair Value
Balance—Beginning		632,561		$	3.60		763,404		$	4.07
Granted		217,695		$	1.29		180,855		$	3.24
Vested		(272,490	)	$	4.13		(287,797	)	$	4.52
Nonvested Forfeited		(80,296	)	$	3.07		(23,901	)	$	4.73

Nonvested		497,470		$	2.38		632,561		$	3.60

In June and November 2012, the Company granted 10,200 and 13,700 restricted stock units to various employees. The fair value of the restricted stock units at the date of the grant in June and November 2012 was $3.03 and $2.00, respectively. These stock units vest over a two-year term. The Company has recorded compensation expense of $9,137 and $0 during the years ended December 31, 2012 and December 31, 2011, respectively, related to these grants. As of December 31, 2012, there was $40,942 of unrecognized compensation costs related to these grants. These grants have a remaining life of 1.64 years.

The Company has an Employee Stock Purchase Plan. Under the terms of the plan, employees are entitled to purchase shares of common stock at the lower of 85% of fair market value at either the beginning or the end of each six-month option period. A total of 500,000 shares have been reserved for issuance under this plan, of which 55,122 remain available at December 31, 2012. During 2012, a total of 27,911 shares were purchased at prices ranging from $1.66 to $2.18 per share. The Company has recorded a compensation charge of $18,721, $38,417, and $34,612 in 2012, 2011 and 2010, respectively, related to this plan.

(9)

DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the requirements of FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”) , the Company groups its financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

•

Level 1—Valuation is based upon quoted market price for identical instruments traded in active markets.

•

Level 2—Valuation is based on quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

•

Level 3—Valuation is generated from model-based techniques that use significant assumptions not observable in the market. Valuation techniques include use of discounted cash flow models and similar techniques.

In accordance with the requirements of ASC 820, it is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, the fair value measurement is based on models that use primarily market based parameters including interest rate yield curves, option volatilities and currency rates. In certain cases where market rate assumptions are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. Changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.

At December 31, 2012 and 2011, the Company did not have any financial assets and liabilities that required being measured at fair value in accordance with FASB ASC Topic 820.

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the instruments’ short-term nature. Long-term debt is also reported at carrying value and approximates fair value as the interest rate on the mortgage note payable of 5.5% approximates the current market interest rate.

(10)

SEGMENT REPORTING

Segments are defined as components of an enterprise about 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. The Company operates as a single business segment called Thermal Processing Capital Equipment.

The Thermal Processing Capital Equipment segment consists of the designing, manufacturing, selling and servicing of thermal processing equipment and related process controls for use in the electronics, alternative energy, automotive and other industries. This business segment includes the supply of solder reflow systems used for surface mount applications in printed circuit board assembly. Thermal processing equipment is used in: low temperature curing/encapsulation; hybrid integrated circuit manufacturing; integrated circuit packaging and sealing; and processing multi-chip modules. In addition, the thermal process equipment is used for solar cell processing, sintering nuclear fuel for commercial power generation, as well as brazing and the sintering of ceramics and powdered metals, and the deposition of precise thin film coatings. The business segment’s customers are multinational original equipment manufacturers and contract manufacturing companies.

(11)

SELECTED QUARTERLY FINANCIAL INFORMATION (Unaudited)

The following tables set forth selected quarterly financial information for the fiscal years ended December 31, 2012 and 2011. The operating results for any given quarter are not necessarily indicative of results for any future period.


	Quarters Ended
	Apr. 03, 2011			July 03, 2011			Oct. 02, 2011			Dec. 31, 2011			Apr. 01, 2012			July 01, 2012			Sep. 30, 2012			Dec. 31, 2012
	(in thousands, except per share data)
Net sales	$	25,350		$	19,035		$	16,865		$	14,878		$	16,272		$	14,598		$	14,137		$	13,082
Cost of goods sold		14,624			11,379			10,506			11,033			10,994			9,891			10,018			10,714

Gross profit		10,726			7,656			6,359			3,845			5,278			4,707			4,119			2,368
Selling, general and administrative		5,924			5,984			6,013			4,800			5,413			5,240			4,925			5,387
Research, development and engineering		1,867			1,764			1,914			1,511			1,482			1,306			1,333			1,329
Restructuring		—			—			352			49			55			121			—			248

Operating income (loss)		2,935			(92	)		(1,920	)		(2,515	)		(1,672	)		(1,960	)		(2,139	)		(4,596	)
Interest expense, net		(120	)		(100	)		(98	)		(86	)		(98	)		(98	)		(104	)		(99	)
Foreign exchange gain (loss)		(76	)		(73	)		(23	)		33			(62	)		10			(3	)		(169	)
Other income (loss), net		215			10			6			134			—			1			1			56

Income (loss) before provision (benefit) for income taxes		2,954			(255	)		(2,035	)		(2,434	)		(1,832	)		(2,047	)		(2,245	)		(4,808	)
Provision (benefit) for income taxes		1,125			(241	)		179			(111	)		175			102			153			(365	)

Net income (loss)	$	1,829		$	(14	)	$	(2,214	)	$	(2,323	)	$	(2,007	)	$	(2,149	)	$	(2,398	)	$	(4,443	)

Income (loss) per share:
Basic	$	0.20		$	(0.00	)	$	(0.23	)	$	(0.25	)	$	(0.21	)	$	(0.23	)	$	(0.25	)	$	(0.47	)
Diluted	$	0.19		$	(0.00	)	$	(0.23	)	$	(0.25	)	$	(0.21	)	$	(0.23	)	$	(0.25	)	$	(0.47	)
Weighted average number of shares outstanding:
Basic		9,370			9,424			9,462			9,481			9,502			9,503			9,516			9,516
Diluted		9,758			9,424			9,462			9,481			9,502			9,503			9,516			9,516


	Quarters Ended
	Apr. 03, 2011			July 03, 2011			Oct. 02, 2011			Dec. 31, 2011			Apr. 01, 2012			July 01, 2012			Sep. 30, 2012			Dec. 31, 2012
PERCENTAGE OF NET SALES:
Net sales		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		57.7	%		59.8	%		62.3	%		74.2	%		67.6	%		67.8	%		70.9	%		81.9	%

Gross profit		42.3	%		40.2	%		37.7	%		25.8	%		32.4	%		32.2	%		29.1	%		18.1	%
Selling, general and administrative		23.4	%		31.4	%		35.7	%		32.3	%		33.3	%		35.9	%		34.8	%		41.2	%
Research, development and engineering		7.4	%		9.3	%		11.3	%		10.2	%		9.1	%		8.9	%		9.4	%		10.2	%
Restructuring		0.0	%		0.0	%		2.1	%		0.3	%		0.3	%		0.8	%		0.0	%		1.9	%

Operating income (loss)		11.6	%		(0.5	)%		(11.4	)%		(16.9	)%		(10.3	)%		(13.4	)%		(15.1	)%		(35.1	)%
Interest expense, net		(0.5	)%		(0.5	)%		(0.6	)%		(0.6	)%		(0.6	)%		(0.7	)%		(0.7	)%		(0.8	)%
Foreign exchange gain (loss)		(0.3	)%		(0.4	)%		(0.1	)%		0.2	%		(0.4	)%		0.1	%		(0.0	)%		(1.3	)%
Other income (loss), net		0.8	%		0.1	%		0.0	%		0.9	%		0.0	%		0.0	%		0.0	%		0.4	%

Income (loss) before provision (benefit) for income taxes		11.7	%		(1.3	)%		(12.1	)%		(16.4	)%		(11.3	)%		(14.0	)%		(15.9	)%		(36.8	)%
Provision (benefit) for income taxes		4.4	%		(1.3	)%		1.1	%		(0.7	)%		1.1	%		0.7	%		1.1	%		(2.8	)%

Net income (loss)		7.2	%		(0.1	)%		(13.1	)%		(15.6	)%		(12.3	)%		(14.7	)%		(17.0	)%		(34.0	)%

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

CONTROLS AND PROCEDURES

1. Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Operating Officer and Principal Financial and Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company’s management carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer and the Chief Operating Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of December 31, 2012, pursuant to the evaluation of these controls and procedures required by Rule 13a-15 of the Securities Exchange Act of 1934.

Based upon that evaluation, management concluded as of the period covered by this Annual Report on Form 10-K that our disclosure controls and procedures were effective.

2. Management’s Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over its financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Operating Officer and Principal Financial and Accounting Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control—Integrated Framework.” Management’s assessment of the Company’s internal control over financial reporting as of December 31, 2012 had no material weaknesses in the Company’s internal control over financial reporting. As a result, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2012. Management believes that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented.

3. Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information relating to the executive officers of the Company is included in Item 4A of Part I.

Information relating to the directors of the Company is included under the caption “Election of Directors” in the 2013 Proxy Statement for BTU International, Inc. and is incorporated herein by reference. Other information regarding the directors of the Company required by this Item 10 is also included in the 2013 Proxy Statement for BTU International, Inc. and is incorporated herein by reference.

Information related to compliance with Section 16(a) of the Exchange Act is included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2013 Proxy Statement for BTU International, Inc. and is incorporated herein by reference.

We have adopted a code of ethics that applies to all employees, as well as our principal executives, that is available on our website, www.btu.com. Any person may request to receive a copy of our code of ethics by contacting Peter Tallian at (978) 667-4111 or at 23 Esquire Road, North Billerica, Massachusetts. We will post any amendments or waivers to our code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or people performing similar functions on our website.

ITEM 11.

EXECUTIVE COMPENSATION

Information relating to executive compensation is included under the caption “Executive Compensation” in the 2013 Proxy Statement for BTU International, Inc. and is incorporated herein by reference.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following chart sets forth information for the year ended December 31, 2012, regarding equity based compensation plans of the Company.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities to be issued)
Equity compensation plans approved by security holders		1,353,141	$	6.20		789,327
Equity compensation plans not approved by security holders		N/A		N/A		N/A

Total		1,353,141	$	6.20		789,327

Information relating to the security ownership of certain beneficial owners and management is included under the caption “Beneficial Ownership of Shares” and is included in the 2013 Proxy Statement for BTU International, Inc. and is incorporated herein by reference.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE MATTERS

There were no transactions with related persons during 2012 or 2011. Information relating to director independence is included under the caption “Election of Directors” in the 2013 Proxy Statement for BTU International, Inc. and is incorporated herein by reference.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Information relating to the principal accounting fees and services is included under the caption “Principal Accounting Fees and Services” in the 2013 Proxy Statement for BTU International, Inc. and is incorporated herein by reference.

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1.

Financial Statements. The financial statements listed in Item 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA, above are filed as part of this Annual Report on Form 10-K.

2.	Financial Statement Schedule. The financial statement Schedule II—VALUATION AND QUALIFYING ACCOUNTS is filed as part of this Annual Report on Form 10-K.

Exhibits.

Schedule II

BTU INTERNATIONAL, INC.

VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

For the Year Ended December 31, 2012


			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions- (A)			Balance at End of Period
Allowance for doubtful accounts	$	246	$	1,383	$	—	$	(46	)	$	1,583

For the Year Ended December 31, 2011


			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Other Accounts		Deductions- (A)			Balance at End of Period
Allowance for doubtful accounts	$	327	$	(58	)	$	—	$	(23	)	$	246

For the Year Ended December 31, 2010


			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Charged to Other Accounts		Deductions- (A)			Balance at End of Period
Allowance for doubtful accounts	$	273	$	71	$	—	$	(17	)	$	327

A)	Amounts indicated as deductions are for amounts charged against these reserves in the ordinary course of business or the reduction of required reserves based on management’s evaluation of the accounts considered to be uncollectable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: March 13, 2013


BTU INTERNATIONAL, INC.

By:		/S/ PAUL J. VAN DER WANSEM
		Paul J. van der Wansem, President, Chief Executive Officer (principal executive officer) and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: March 13, 2013




By:		/S/ PAUL J. VAN DER WANSEM
		Paul J. van der Wansem, President, Chief Executive Officer (principal executive officer) and Chairman of the Board of Directors

Date: March 13, 2013




By:		/S/ PETER J. TALLIAN
		Peter J. Tallian, Chief Operating Officer and Principal Financial and Accounting Officer (principal financial and accounting officer)

Date: March 13, 2013




By:		/S/ JOSEPH F. WRINN
		Joseph F. Wrinn, Director

Date: March 13, 2013




By:		/S/ JOHN E. BEARD
		John E. Beard, Director

Date: March 13, 2013




By:		/S/ G. MEAD WYMAN
		G. Mead Wyman, Director

Date: March 13, 2013




By:		/S/ J. SAMUEL PARKHILL
		J. Samuel Parkhill, Director

Date: March 13, 2013




By:		/S/ BERTRAND LOY
		Bertrand Loy, Director

EXHIBIT INDEX

The following designated exhibits are, as indicated below, either filed herewith or have heretofore been filed with the Securities and Exchange Commission under the Securities Act of 1933 and the Securities Exchange Act of 1934 and are referred to and incorporated herein by reference to the following SEC Filings: Registration Statement Filing on Form S-1 (“33-24882”), the annual report as reported on the 1994 Form 10-K (“1994 10-K”), the annual report as reported on the 1999 Form 10-K (“1999 10-K”), the annual report as reported on the 2002 Form 10-K (“2002 10-K”), the annual report as reported on the 2003 Form 10-K (“2003 10-K”), the annual report as reported on the 2004 Form 10-K (“2004 10-K”), the annual report as reported on the 2005 Form 10-K (“2005 10-K”), the quarterly report as reported on 6-28-98 Form 10-Q (“6-28-98 10-Q”), the quarterly report as reported on 7-1-01 Form 10-Q (“7-1-01 10-Q”), the quarterly report as reported on 6-1-07 Form 10-Q (“6-1-07 10-Q”), the quarterly report as reported on 3-29-09 Form 10-Q (“3-29-09 10-Q”), or the proxy statement as reported on the 5-16-03 Schedule 14A (“2003 Proxy”). All exhibits incorporated by reference from the Company’s annual or quarterly reports are from File number 000-17297.


	Exhibit		SEC Docket
EXHIBIT 3. ARTICLES OF INCORPORATION AND BY-LAWS

3.1 Amended and Restated Certificate of Incorporation		3.1	7-1-01 10-Q

3.2 Amended and Restated By-Laws		3.2	6-29-08 10-Q

EXHIBIT 4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING DEBENTURES

4.0 Specimen Common Stock Certificate		4.0	33-24882

EXHIBIT 10. MATERIAL CONTRACTS

* 10.1 1988 Employee Stock Purchase Plan		10.1	1999 10-K

* 10.2 Amendment No. 1 to 1988 Employee Stock Purchase Plan dated June 15, 1989		10.2	1999 10-K

* 10.3 Amendment No. 2 to 1988 Employee Stock Purchase Plan dated February 20, 1991		10.3	1999 10-K

* 10.4 1993 Equity Incentive Plan		10.4	1999 10-K

* 10.5 Amendment No. 1 to the 1993 Equity Incentive Plan		10.5	6-28-98 10-Q

* 10.6 Amendment No. 2 to the 1993 Equity Incentive Plan		10.6	1999 10-K

* 10.7 1998 Stock Option Plan for Non-Employee Directors		10.7	1999 10-K

* 10.8 Amendment No. 1 to 1998 Stock Option Plan for Non-Employee Directors		10.8	2008 Proxy

* 10.9 Executive Retirement Agreement		10.9	2002 10-K

* 10.10 2003 Equity Incentive Plan		10.10	2003 Proxy

* 10.11 Amendment No. 1 to the 2003 Equity Incentive Plan		10.11	2008 Proxy

* 10.12 Amendment No. 2 to the 2003 Equity Incentive Plan		10.12	2009 Proxy

* 10.13 Employment contract between the Company and Paul J. van der Wansem		10.13	2005 10-K

* 10.14 Officer’s Retention Agreement		10.14	2005 10-K


	Exhibit		SEC Docket

10.15 BTU (UK) Limited and RD International (UK) Limited underlease, relating to Unit B15 Southwood Summit Centre		10.15	1994 10-K

10.16 Mortgage note with Salem Five dated December 23, 2003		10.16	2003 10-K

10.17 Amended and Restated Loan Agreement dated as of December 31, 2006 with Sovereign Bank		10.17	6-1-07 10-Q

* 10.18 Offer Letter to John J. McCaffrey Jr.		10.18	3-29-09 10-Q

* 10.19 Retention Agreement with John J. McCaffrey Jr.		10.19	3-29-09 10-Q

* 10.20 Offer Letter to Peter J. Tallian		10.20	3-29-09 10-Q

* 10.21 Retention Agreement with Peter J. Tallian		10.21	3-29-09 10-Q

* 10.22 Retention Agreement with James M. Griffin		10.22	2009 10-K

10.23 Loan Modification Agreement		10.23	10-03-10 10-Q

* 10.24 Form of Amendment to Peter J. Tallian’s Offer Letter and Retention Agreement			**

EXHIBIT 21. SUBSIDIARIES OF THE REGISTRANT

21.0 Subsidiaries of the Registrant.		21.0	2004 10-K

EXHIBIT 23. CONSENTS OF EXPERTS AND COUNSEL

23.1 Consent of KPMG LLP			**

EXHIBIT 31. CERTIFICATIONS

31.1 Certification			**

31.2 Certification			**

32.1 Section 906 Certification			**

32.2 Section 906 Certification			**

EXHIBIT 101 XBRL DOCUMENTS

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Label Linkbase Document

101.PRE XBRL Taxonomy Presentation Linkbase Document

* designates management contracts or compensatory plans or agreements

** filed herewith