8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 21, 2016


Ultratech, Inc.
(Exact name of registrant as specified in its charter)

Delaware	0-22248	94-3169580
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3050 Zanker Road, San Jose, California	95134
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(408) 321-8835

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02        Results of Operations and Financial Condition.

On July 21, 2016, Ultratech, Inc. (“the Registrant”) issued a press release to report its financial results for its second quarter ended July 2, 2016.  The press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 9.01        Financial Statements and Exhibits.

(d)       Exhibits

Exhibit            Description

99.1                  Press Release Announcing Ultratech’s Second Quarter 2016 Results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:     July 21, 2016

ULTRATECH, INC.
By:	/s/ Bruce R. Wright
	Bruce R. Wright
	Senior Vice President, Finance and Chief
	Financial Officer (Duly Authorized Officer
	and Principal Financial and Accounting Officer)

Exhibit Index

Exhibit	Description
99.1	Press Release Announcing Ultratech’s Second Quarter 2016 Results

EX-99.1

Exhibit 99.1

Ultratech Announces Second Quarter 2016 Results

2Q 2016 Revenue of $48.9 million, up 8% sequentially

2Q 2016 GAAP Net Income of $2.6 million, up 326% sequentially

SAN JOSE, Calif.--(BUSINESS WIRE)--July 21, 2016--Ultratech, Inc. (Nasdaq: UTEK) a leading supplier of lithography, laser-processing and inspection systems used to manufacture semiconductor devices and high-brightness LEDs (HB-LEDs), today announced unaudited results for the three-month period ended July 2, 2016.

For the second quarter of fiscal 2016, Ultratech reported net sales of $48.9 million as compared to $45.9 million during the second quarter of fiscal 2015.

On a GAAP basis, Ultratech's net income for the second quarter of fiscal 2016 was $2.6 million, or $0.10 per share, as compared to net income of $1.5 million, or $0.06 per share, for the same quarter last year.

On a non-GAAP basis, Ultratech's net income for the second quarter of fiscal 2016 was $6.3 million, or $0.23 per share, as compared to net income of $5.8 million, or $0.21 per share, for the same quarter last year.

Arthur W. Zafiropoulo, Chairman and Chief Executive Officer, stated, “Second quarter revenue growth was driven by strong demand for our laser spike annealing, advanced packaging, and inspection product lines. We continue to benefit from positive trends related to the extension of the 28-nm node and the expansion of fan-out packaging technologies to manufacture semiconductor chips. With order momentum and positive leverage in our model, we remain well-positioned to take advantage of the current up-cycle in our industry and anticipate strong growth in the second half of 2016.”

At July 2, 2016, Ultratech had $260.6 million in cash, cash equivalents and short-term investments. Working capital was $326.2 million and stockholders' equity was $13.06 per share based on 26,765,322 total shares outstanding as of July 2, 2016.

Recent Business Highlights

• In June and July, Ultratech continued to supply LSA101 systems to major foundries for 28-nm and 40-nm production, with two announcements of follow-on orders.
• Ultratech’s proprietary LXA nanosecond melt laser annealing technology was highlighted for record achievement of enabling the world's lowest contact resistivity for FinFETs in an R&D environment.
• Also in June, Ultratech announced receipt of a multiple-system, follow-on order from a leading semiconductor manufacturer for its advanced packaging AP300 lithography systems to be utilized for high-volume, fan-out wafer-level packaging (FOWLP) applications used to manufacture leading-edge chips.

Conference Call Information

The conference call will be broadcast live over the Internet beginning at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time today. To listen to the call, dial 888-523-1225 (toll free) or 719-325-2362 (international) 10 minutes prior to the start time. The passcode is 7517246. A live webcast will also be available on the Investor Relations section of Ultratech’s website at http://ir.ultratech.com. A replay of the call will be available at the same location or by dialing 888-203-1112 and entering access code 7517246.

Non-GAAP Financial Measures

Ultratech prepares its financial statements in accordance with generally accepted accounting principles (GAAP) for the United States and supplements its GAAP financial results by providing non-GAAP measures to evaluate the operating performance of the company. Ultratech’s presentation of non-GAAP net income is defined as GAAP net income excluding the impact of share-based compensation, restructuring, amortization of purchased intangible assets and non-recurring legal expenses. Management believes the presentation of this non-GAAP measure provides useful information to both management and investors by enhancing the overall understanding of Ultratech’s core operating performance and enabling the comparison of Ultratech’s results of operations to its historical results operations as well as to the results of operations of its competitors. Ultratech believes excluding share-based compensation enhances the ability of management and investors to evaluate its performance without reference to this expense and to provide an alternate measure for comparing Ultratech’s performance historically and to its competitors. Further, management believes presenting a non-GAAP financial measure that excludes restructuring, amortization of purchased intangible assets and non-recurring legal expenses provides management and investors an alternate measure to evaluate Ultratech’s performance without reference to charges that it does not believe are reflective of its core operating performance or ongoing operations. A description of the non-GAAP calculations and a reconciliation to comparable GAAP financial measures are provided in the accompanying table entitled “Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income (Loss).” Readers are reminded that non-GAAP information is merely a supplement to, and not a replacement for, GAAP financial measures.

Safe Harbor

This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as “anticipates,” “expects,” “may,” “remains,” “thinks,” “intends,” “believes,” “estimates,” “provides,” “demonstrates,” and similar expressions and include management's current expectation of its longer term prospects for success. These forward-looking statements are based on our current expectations, estimates, assumptions and projections about our business and industry, and the markets and customers we serve, and they are subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. Such risks and uncertainties include the timing and possible delays, deferrals and cancellations of orders by customers; quarterly revenue fluctuations; industry and sector cyclicality, instability and unpredictability; market demand for consumer devices utilizing semiconductors produced by our clients; our ability to manage costs; new product introductions, market acceptance of new products and enhanced versions of our existing products; reliability and technical acceptance of our products; our lengthy sales cycles, and the timing of system installations and acceptances; lengthy and costly development cycles for laser-processing and lithography technologies and applications; competition and consolidation in the markets we serve; improvements, including in cost and technical features, of competitors' products; rapid technological change; pricing pressures and product discounts; our ability to collect receivables; customer and product concentration and lack of product revenue diversification; inventory obsolescence; general economic, financial market and political conditions and other factors outside of our control; domestic and international tax policies; acquisitions, cybersecurity threats in the United States and globally that could impact our industry, customers, and technologies; and other factors described in our SEC reports including our Annual Report on Form 10-K filed for the year ended December 31, 2015. Due to these and other factors, the statements, historical results and percentage relationships set forth herein are not necessarily indicative of the results of operations for any future period. We undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date of this release.

About Ultratech: Ultratech, Inc. (Nasdaq: UTEK) designs, builds and markets manufacturing systems for the global technology industry. Founded in 1979, Ultratech serves three core markets: front-end semiconductor, back-end semiconductor, and nanotechnology. The company is the leading supplier of lithography products for bump packaging of integrated circuits and high-brightness LEDs. Ultratech is also the market leader and pioneer of laser spike anneal technology for the production of advanced semiconductor devices. In addition the company offers solutions leveraging its proprietary coherent gradient sensing (CGS) technology to the semiconductor wafer inspection market, and provides atomic layer deposition (ALD) tools to leading research organizations, including academic and industrial institutions. Visit Ultratech online at: www.ultratech.com.

(UTEKF)

ULTRATECH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
	Three Months Ended						Six Months Ended
	Jul 2,			Jul 4,			Jul 2,			Jul 4,
(In thousands, except per share amounts)	2016			2015			2016			2015
Total net sales*	$	48,924		$	45,921		$	94,134		$	87,807
Cost of sales:
Cost of products sold		23,084			21,546			47,263			41,151
Cost of services		2,924			2,904			5,788			6,153
Total cost of sales		26,008			24,450			53,051			47,304
Gross profit		22,916			21,471			41,083			40,503
Operating expenses:
Research, development and engineering		9,175			7,993			17,410			16,417
Selling, general, and administrative		11,144			12,015			22,458			24,058
Operating income		2,597			1,463			1,215			28
Interest expense		(11	)		(20	)		(29	)		(51	)
Interest and other (expense) income, net		58			48			231			187
Income before income taxes		2,644			1,491			1,417			164
Provision (benefit) for income taxes		34			(48	)		(39	)		312
Net income (loss)	$	2,610		$	1,539		$	1,456		$	(148	)
Earnings per share - basic:
Net income (loss)	$	0.10		$	0.06		$	0.05		$	(0.01	)
Number of shares used in per share calculations - basic		26,959			27,780			26,908			27,799
Earnings per share - diluted:
Net income (loss)	$	0.10		$	0.06		$	0.05		$	(0.01	)
Number of shares used in per share calculations - diluted		27,193			27,980			27,136			27,799
* Systems sales	$	40,810		$	37,080		$	79,302		$	69,269
Parts sales		5,316			5,079			9,082			10,911
Service sales		2,598			3,562			5,350			7,327
License sales		200			200			400			300
Total sales	$	48,924		$	45,921		$	94,134		$	87,807

ULTRATECH, INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS)
(UNAUDITED)
	Three Months Ended				Six Months Ended
	Jul 2,		Jul 4,		Jul 2,		Jul 4,
(In thousands, except per share amounts)	2016		2015		2016		2015
GAAP net income (loss)	$	2,610	$	1,539	$	1,456	$	(148	)
Share-based compensation		3,001		3,849		6,450		8,210
Amortization of purchased intangible assets		417		428		835		856
Nonrecurring legal expenses		307		-		307		-
Non-GAAP net income	$	6,335	$	5,816	$	9,048	$	8,918
Earnings per share - diluted:
As reported	$	0.10	$	0.06	$	0.05	$	(0.01	)
Add back: per share impact of Non-GAAP adjustments	$	0.13	$	0.15	$	0.28	$	0.32
Non-GAAP per share income	$	0.23	$	0.21	$	0.33	$	0.31

ULTRATECH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	Jul 2,		Dec 31,
(In thousands)	2016		2015*
ASSETS	(Unaudited)
Current assets:
Cash, cash equivalents and short-term investments	$	260,594	$	251,901
Accounts receivable		45,431		28,108
Inventories, net		54,390		65,398
Prepaid expenses and other current assets		2,980		3,862
Total current assets		363,395		349,269
Equipment and leasehold improvements, net		15,054		17,280
Intangibles assets, net		11,453		12,288
Other assets		10,563		10,359
Total assets	$	400,465	$	389,196
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable	$	1,100	$	5,120
Accounts payable		10,437		12,080
Deferred product and service income		9,448		4,499
Other current liabilities		16,167		12,146
Total current liabilities		37,152		33,845
Other liabilities		13,834		13,474
Stockholders' equity		349,479		341,877
Total liabilities and stockholders' equity	$	400,465	$	389,196
* The balance sheet as of December 31, 2015 has been derived from the audited financial statements as of that date.

CONTACT:
Ultratech, Inc.
Company Contact:
Bruce R. Wright, 408-321-8835
Senior Vice President and CFO
or
Investor Relations:
The Blueshirt Group
Suzanne Schmidt, 415-217-4962
suzanne@blueshirtgroup.com
Melanie Solomon, 415-217-4964
melanie@blueshirtgroup.com