UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2014
or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period to

Commission file number: 001-34133

GT Advanced Technologies Inc.

(Exact name of registrant as specified in its charter)

Delaware  (State of incorporation)	03-0606749  (I.R.S. Employer Identification No.)
243 Daniel Webster Highway Merrimack, New Hampshire  (Address of principal executive offices)	03054 (Zip Code)

Registrant’s telephone number, including area code: (603) 883-5200

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 ý No ¨

Indicated by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

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

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ (Do not check if asmaller reporting company) Smaller reporting company ¨

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

As of August 1, 2014, approximately 137,539,773 shares of the registrant’s common stock, $0.01 par value per share, were issued and outstanding.

GT ADVANCED TECHNOLOGIES INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED June 28, 2014

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Operations (unaudited)	2
	Condensed Consolidated Statements of Comprehensive (Loss) Income (unaudited)	3
	Condensed Consolidated Statements of Cash Flows (unaudited)	3
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	42
Item 4.	Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	48
Signatures		50

PART I—FINANCIAL INFORMATION

Item 1—Financial Statements

GT Advanced Technologies Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

	June 28, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	333,147		$	498,213
Restricted cash	87			1,330
Accounts receivable, net	14,021			12,377
Inventories	132,647			39,087
Deferred costs	11,480			2,977
Vendor advances	14,471			1,341
Deferred income taxes	24,392			17,881
Refundable income taxes	2,758			2,759
Prepaid expenses and other current assets	16,179			7,003
Total current assets	549,182			582,968
Restricted cash	—			93,419
Property, plant and equipment, net	611,465			209,760
Intangible assets, net	93,896			95,943
Goodwill	56,888			54,279
Other assets	196,579			150,912
Total assets	$	1,508,010		$	1,187,281
Liabilities and stockholders’ equity
Current liabilities:
Current portion of prepayment obligation	$	43,900		$	—
Accounts payable	184,614			77,303
Accrued expenses	63,656			39,115
Contingent consideration	6,265			234
Customer deposits	48,165			38,995
Deferred revenue	46,257			19,724
Accrued income taxes	678			301
Total current liabilities	393,535			175,672
Prepayment obligation, net of current portion	306,700			172,475
Convertible notes	294,209			283,914
Deferred income taxes	16,039			23,448
Customer deposits	55,598			55,598
Deferred revenue	173,081			99,672
Contingent consideration	14,521			15,173
Other non-current liabilities	17,711			808
Accrued income taxes	20,787			28,116
Total liabilities	1,292,181			854,876
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, 10,000 shares authorized, none issued and outstanding	—			—
Common stock, $0.01 par value; 500,000 shares authorized, 137,346 and 134,463 shares issued and outstanding as of June 28, 2014 and December 31, 2013, respectively	1,373			1,345
Additional paid-in capital	367,560			355,916
Accumulated other comprehensive income	789			1,259
Accumulated deficit	(153,893		)	(26,115		)
Total stockholders' equity	215,829			332,405
Total liabilities and stockholders' equity	$	1,508,010		$	1,187,281

See accompanying notes to these condensed consolidated financial statements.

1

GT Advanced Technologies Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Revenue	$	58,000		$	168,330		$	80,510		$	226,106
Cost of revenue (excluding sapphire production ramp up costs)	48,657			109,714			69,809			153,875
Sapphire production ramp up costs	45,456			—			47,355			—
Total cost of revenue	94,113			109,714			117,164			153,875
Gross (loss) profit	(36,113		)	58,616			(36,654		)	72,231
Operating expenses:
Research and development	22,721			18,523			47,293			34,964
Selling and marketing	2,522			4,088			7,206			7,374
General and administrative	17,274			16,517			36,764			31,080
Contingent consideration (income) expense	(538		)	(4,310		)	1,837			(3,974		)
Restructuring charges	3,256			—			3,256			2,858
Amortization of intangible assets	3,057			2,667			6,033			5,122
Total operating expenses	48,292			37,485			102,389			77,424
(Loss) income from operations	(84,405		)	21,131			(139,043		)	(5,193		)
Other income (expense):
Interest income	91			70			187			164
Interest expense	(10,588		)	(6,526		)	(23,137		)	(14,006		)
Other, net	320			(179		)	828			11
(Loss) income before income taxes	(94,582		)	14,496			(161,165		)	(19,024		)
(Benefit) provision for income taxes	(8,201		)	2,549			(33,387		)	(12,290		)
Net (loss) Income	$	(86,381	)	$	11,947		$	(127,778	)	$	(6,734	)
Net (loss) Income per share:
Basic	$	(0.63	)	$	0.10		$	(0.94	)	$	(0.06	)
Diluted	$	(0.63	)	$	0.10		$	(0.94	)	$	(0.06	)
Weighted-average number of shares used in per share calculations:
Basic	136,677			120,481			136,066			119,920
Diluted	136,677			122,749			136,066			119,920

See accompanying notes to these condensed consolidated financial statements.

2

GT Advanced Technologies Inc.

Condensed Consolidated Statements of Comprehensive (Loss) Income

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net (loss) income	$	(86,381	)	$	11,947		$	(127,778	)	$	(6,734	)
Other comprehensive income, net of tax:
Change in fair value of cash flow hedging instruments, net of tax effect of $(1), $5, $2 and $11, respectively	(1		)	(25		)	2			(54		)
Foreign currency translation adjustments	(3		)	218			(472		)	248
Other comprehensive (loss) income	(4		)	193			(470		)	194
Comprehensive (loss) income	$	(86,385	)	$	12,140		$	(128,248	)	$	(6,540	)

See accompanying notes to these condensed consolidated financial statements.

3

GT Advanced Technologies Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended
	June 28, 2014			June 29, 2013
Cash flows from operating activities:
Net loss	$	(127,778	)	$	(6,734	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expense	6,033			5,122
Depreciation expense	16,944			8,666
Prepayment obligation and convertible notes discount amortization	15,799			5,250
Contingent consideration (income) expense	1,837			(3,974		)
Loss on asset disposals	(667		)	181
Deferred income tax benefit	(28,731		)	(14,832		)
Excess and obsolete inventory and inventory write-downs	8,947			970
Share-based compensation expense	14,363			9,328
Excess tax benefits from share-based awards	—			(3		)
Amortization of deferred financing costs	696			2,262
Other adjustments, net	2,973			275
Changes in operating assets and liabilities (excluding impact of acquired assets and assumed liabilities):
Restricted cash	1,243			—
Accounts receivable	(1,702		)	13,120
Inventories	(101,614		)	17,689
Deferred costs	(8,223		)	25,481
Vendor advances	(10,511		)	27,055
Prepaid expenses and other assets	(621		)	(579		)
Accounts payable and accrued expenses	104,316			(28,095		)
Customer deposits	9,171			(72,987		)
Deferred revenue	2,069			(53,725		)
Income taxes	(6,934		)	(10,343		)
Other, net	10			171
Net cash used in operating activities	(102,380		)	(75,702		)
Cash flows from investing activities:
Restricted cash	307,416			—
Purchases and deposits on property, plant and equipment	(380,814		)	(2,699		)
Purchase of certain assets	(3,506		)	—
Proceeds from sale of property, plant and equipment	60			—
Net cash used in investing activities	(76,844		)	(2,699		)
Cash flows from financing activities:
Proceeds from financing sale-leaseback	14,724			—
Principal payments under credit facility	—			(41,813		)
Proceeds and related excess tax benefits from exercise of share‑based awards	8,003			63
Payments related to share repurchases to satisfy statutory minimum tax withholdings	(7,680		)	(1,194		)
Deferred financing costs	(328		)	(2,266		)
Other financing activities	(136		)	(10		)
Net cash provided (used) by financing activities	14,583			(45,220		)
Effect of foreign exchange rates on cash	(425		)	213
Decrease in cash and cash equivalents	(165,066		)	(123,408		)
Cash and cash equivalents at beginning of period	498,213			418,095
Cash and cash equivalents at end of period	$	333,147		$	294,687
Supplemental cash flow information:
Cash paid for interest, net of capitalized interest	$	6,759		$	6,384
Non-cash investing and financing activities:
Increase (decrease) in accounts payable and accrued expenses for property, plant and equipment	$	22,996		$	(480	)
Fair value of shares issued for acquisition	$	—		$	14,463
Contingent consideration issued for acquisition	$	3,542		$	6,211
Unpaid deferred financing fees	$	54		$	—
Restricted cash received from Apple	$	214,000		$	—
Fair value of prepayment obligation	$	167,300		$	—

See accompanying notes to these condensed consolidated financial statements.

4

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements

(In thousands, except per share data)

1. Basis of Presentation

These accompanying unaudited condensed consolidated financial statements of GT Advanced Technologies Inc. and

subsidiaries (the "Company") have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and the Securities and Exchange Commission's ("SEC") instructions for interim financial information. In the opinion of management, the accompanying financial statements contain all adjustments consisting of normal recurring adjustments necessary to present fairly in all material respects the financial position, results of operations and cash flows for the periods presented. The results for the three and six months endedJune 28, 2014 are not necessarily indicative of the results to be expected for any other interim period or for any future year. The accompanying financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company's Annual Report on Form 10-K ("Annual Report") for the fiscal year ended December 31, 2013, filed with the SEC on March 10, 2014.

The condensed consolidated balance sheet as of December 31, 2013 has been derived from the audited financial statements as of that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

Recent Developments

Since the Company's subsidiary, GTAT Corp. entered into the Master Development and Supply Agreement (“MDSA”), facility lease and related agreements with Apple Inc., on October 31, 2013, the Company has expended significant capital resources in order to fund the establishment of its sapphire growth and fabrication facility in Mesa, Arizona ("the facility"). During the three and six months ended June 28, 2014, the Company incurred significant costs in connection with (i) the purchase, installation and qualification of production equipment and related production processes, and (ii) inventory losses and production inefficiencies to date at the facility. Such inventory losses and production inefficiencies are discussed in additional detail below within Note 2, Significant Accounting Policies under the heading Sapphire Production Ramp Up Costs. The capital resources expended in connection with the purchase and installation of production equipment and the costs incurred in commencement of operations have had a significant impact on our liquidity and financial results.

For the three month period ended June 28, 2014, the Company recorded a loss from operations of $84,405 and a net loss of $86,381. For the six month period ended June 28, 2014, the Company incurred a loss from operations of $139,043, a net loss of $127,778, and used $102,380 in cash for operating activities.

Under its Prepayment Agreement with Apple (as described in Note 3, Significant Agreements), the Company is required to repay the Prepayment Amount (as defined in Note 3, Significant Agreements) ratably (on a quarterly basis) over a five year period beginning in January 2015, either as a credit against amounts due from Apple's purchases of sapphire goods under the MDSA or as a direct cash payment. The Prepayment Amount is non-interest bearing. The Company’s obligation to repay the Prepayment Amount may be accelerated under certain circumstances, including if the Company does not meet certain operating metrics or financial covenants. See Note 3 for additional information on the Prepayment Agreement.

The Company is currently in compliance, and based on the Company’s operational plans and financial forecasts, the Company expects to maintain compliance with the operating metrics and financial covenants in the Prepayment Agreement and management believes that the Company will have sufficient cash resources to fund operations for at least the next twelve months.

2. Significant Accounting Policies

Other than as set forth below, the Company’s significant accounting policies are disclosed in Note 2 to the Consolidated Financial Statements included in the Annual Report for the fiscal year ended December 31, 2013.

Sapphire Production Ramp up Costs

In the eight months from October 31, 2013, the date the Company's subsidiary, GTAT Corp. entered into the Master Development and Supply Agreement (“MDSA”), facility lease and related agreements with Apple Inc., to June 28, 2014, the

5

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

Company has expended significant capital resources in order convert the 1.3 million square foot building in Mesa, Arizona ("the facility") into a sapphire growth and fabrication facility. During the three and six months ended June 28, 2014, the Company incurred significant costs in connection with inventory losses and production inefficiencies as a result of the qualification of sapphire growth and fabrication equipment and the establishment of production processes at the facility. Inventory losses include charges to write down ending inventory to net realizable value, losses realized on inventory produced not deemed to be saleable and inventory spoilage losses resulting from plant construction related interruptions. Production inefficiencies resulted from production process refinements necessary to generate saleable material, qualification of consumable materials that are necessary for the operation of the equipment at the site and the qualification of the supply chain for this operation.

Due to the aforementioned issues, the Mesa operation is operating at a per unit and total cost structure substantially above the targeted cost structure for the facility.

Production start-up expenses were relabeled to Sapphire production ramp up costs and were reclassified from operating expenses to cost of goods sold to correct the presentation in the accompanying consolidated financial statements and footnotes.

Recent Accounting Pronouncements

On May 28, 2014, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) its final standard on revenue from contracts with customers. ASU 2014-09 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In applying the revenue model to contracts within its scope, an entity identifies the contract(s) with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to the performance obligations in the contract and recognizes revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 applies to all contracts with customers that are within the scope of other topics in the FASB Accounting Standards Codification ("ASC"). Certain of ASU 2014-09’s provisions also apply to transfers of nonfinancial assets, including in-substance nonfinancial assets that are not an output of an entity’s ordinary activities (i.e., property plant and equipment; real estate; or intangible assets). Existing accounting guidance applicable to these transfers has been amended or superseded. ASU 2014-09 also requires significantly expanded disclosures about revenue recognition. ASU 2014-09 is effective for the Company on January 1, 2017. The Company is currently assessing the potential impact of the adoption of ASU 2014-09 on its consolidated financial statements.

3. Apple Agreements

On October 31, 2013, GTAT Corp. (a wholly-owned subsidiary of the Company) and Apple Inc. (“Apple”) entered into the Master Development and Supply Agreement (“MDSA”), pursuant to which GTAT Corp. will supply sapphire material to Apple. The Company has granted Apple certain intellectual property rights in connection with its sapphire growth technologies and the right to purchase a license for certain other intellectual property of the Company. Pursuant to the terms of the MDSA, the Company granted exclusive rights to Apple under which it agreed to not sell sapphire material or related sapphire growth equipment or technology for use in certain applications. Such exclusivity rights are considered to be a deliverable in the arrangement (as described below). While the MDSA specifies GTAT Corp.'s minimum and maximum supply commitments, Apple has no minimum purchase requirements under the terms of the MDSA.

On October 31, 2013, the Company also entered into a Prepayment Agreement with Apple pursuant to which GTAT Corp. is eligible to receive $578,000 (the “Prepayment Amount”), in four separate installments, receipt of such installments is subject to meeting certain conditions, including technical and performance metrics. The Prepayment Amount is to be used exclusively to purchase components necessary for the manufacture of ASF systems and related equipment principally for use at the Arizona facility leased from an affiliate of Apple. The ASF systems and related equipment will be used exclusively to supply sapphire material to Apple, subject to certain exceptions under which such sapphire can be provided to other parties. The Company is required to repay the Prepayment Amount ratably (on a quarterly basis) over a five year period beginning in January 2015, either as a credit against amounts due from Apple purchases of sapphire goods under the MDSA or as a direct cash payment. The Prepayment Amount is non-interest bearing. The Company’s obligation to repay the Prepayment Amount

6

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

may be accelerated under certain circumstances, including if the Company does not meet certain financial metrics or meet certain technical and performance covenants. The Company’s obligations under the Prepayment Agreement and MDSA are secured by (i) the assets held by GT Equipment Holdings LLC (see below) (a wholly-owned subsidiary of the Company and the legal owner of the ASF systems and related equipment used in the Arizona facility that were purchased with the Prepayment Amount) and (ii) a pledge of all of the equity interests of GT Equipment Holdings LLC. Due to the debt-like characteristics of the Prepayment Amount, the Company determined the installments of the Prepayment Amount that it receives should be recorded as debt at fair value on the date each installment is received. The difference between the fair value of the debt and the Prepayment Amount proceeds received (“debt discount”) is consideration under the MDSA and accounted for as deferred revenue. The debt discount is being amortized to interest expense over a 6-year period ending December 2019, and interest expense of $10,824 was recognized in the six months endedJune 28, 2014. The first three installments of $225,000, $111,000, and $103,000 were received on November 15, 2013, January 23, 2014, and April 4, 2014, respectively. As of June 28, 2014, $350,600 is reflected within prepayment obligation and $100,795 is recorded as deferred revenue.

On October 31, 2013, GTAT Corp. also entered into a lease agreement (the “Arizona Lease”) with an affiliate of Apple in order to lease a facility in Mesa, Arizona that GTAT Corp. uses for the purpose of manufacturing the sapphire material under the MDSA. The annual rent payable by GTAT Corp. is below market and, in accordance with the Arizona Lease, the facility is being leased to GTAT Corp. in phases. The Arizona Lease represents an operating lease with below market rental rates and therefore the Company has recorded a deferred rent asset (favorable lease asset) at fair value at the lease commencement date, with the offset recorded to deferred revenue. As of June 28, 2014, the lease term had commenced for approximately 80% of the facility and the Company has recorded a deferred rent asset of $51,265 that will be recognized as rent expense over the seven-year term of the Arizona Lease on a ratable basis.  Rent expense of $2,388 was recognized in the six months endedJune 28, 2014.

The Company has determined the deliverables under its agreements with Apple should be accounted for under the multiple element arrangement guidance. The Company has identified three deliverables in the arrangement, namely, the supply deliverable (supply of sapphire material pursuant to the MDSA), the exclusivity deliverable (which represents the exclusivity rights granted to Apple), and the equipment lease deliverable (as described in the following sentence). The Company concluded that since the arrangement conveys to Apple the right to control the use of the equipment, the arrangement represents an operating lease of the equipment at the Arizona facility to Apple. The Company has estimated the selling price of each deliverable using its best estimate of the selling price (“ESP”). For the supply deliverable, the Company considered the cost to manufacture the product, plus an estimated gross profit margin. The Company considered several factors in estimating the profit margin including its historical experience in selling similar deliverables and normal profit margins in other contract manufacturing environments. Estimated selling price for the exclusivity deliverable was determined using a comparative of multiple discounted cash flow analysis to consider the value of opportunities not available to the Company due to the existence of the exclusivity term. The Company considered several factors in analyzing multiple cash flow scenarios including estimated revenue growth, estimated cost of production and estimated capital expenditure requirements. The discounted cash flow scenarios were compared to produce a cash flow differential that was discounted to present value to arrive at the estimated selling price of the exclusivity deliverable. The estimated selling price for the equipment lease deliverable was determined using a market approach. The key assumptions used in the analysis were the cost of similar leased assets with an estimated market rate of return, an estimated salvage value for similar leased assets and an estimated average service life for comparable assets in the market.

At June 28, 2014, the Company has allocated the deferred revenue from the Prepayment Amount and deferred rent asset of an aggregate of $154,525 to the three deliverables based on their relative selling prices. The arrangement consideration allocated to the supply deliverable is recognized as revenue in proportion to the actual number of units of the sapphire material delivered compared to the total number of units of the sapphire material expected to be delivered over the term of the MDSA. The arrangement consideration allocated to the exclusivity provision is recognized on a straight-line basis over the exclusivity period and the arrangement consideration allocated to the equipment lease deliverable, which is accounted for as an operating lease, is recognized on a straight line basis over the term of the MDSA once the assets are placed into service.

During the three months ended June 28, 2014, the Company sold equipment to Apple for $14,724, which had previously been purchased by the Company for the same amount. This equipment has been leased-back to the Company for the term of the MDSA for no explicit lease payment. The Company determined the lease meets the criteria for classification as a capital lease and as a result of the Company retaining substantially all of the benefits and risks of the equipment, has

7

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

accounted for the sale-leaseback transaction as a financing. The proceeds received from the sale of such equipment to Apple have been recorded by the Company as a financing liability and presented within both other current and non-current liabilities in the Company's Condensed Consolidated Balance Sheets. The financing liability will be accreted to recognize interest cost and will be de-recognized over time as sapphire material is purchased by Apple. The leased equipment is being depreciated over its estimated useful life of seven years and is classified within "Property, plant and equipment, net".

In connection with the agreements entered into with Apple, the Company also established a wholly-owned subsidiary, GT Advanced Equipment Holding LLC (the “LLC”). This entity is the legal owner of the ASF systems and related equipment that is being purchased with the Prepayment Amount and, as noted above, the assets of the LLC and the equity interests in the LLC secure the Company’s obligations under the MDSA and the Prepayment Agreement. Upon the receipt of a prepayment installment, GTAT Corp. is required to loan the funds to the LLC for the purpose of purchasing components necessary for the manufacture of ASF systems and related equipment. The LLC will then lease the equipment back to GTAT Corp. for operating purposes. The funds loaned to the LLC are presented as restricted cash until such time as the funds are used to purchase the components necessary for the manufacture of ASF systems and related equipment.

At June 28, 2014, the LLC has legal title to assets totaling $439,000, comprised of machinery and equipment purchased with funds loaned from GTAT Corp.

4. Acquisitions

Acquisition of Certain Assets of Thermal Technology, LLC

On May 16, 2013, the Company acquired substantially all of the business of Thermal Technology, LLC, (“Thermal Technology”), a developer and seller of a wide range of high temperature thermal and vacuum products used in the fabrication of advanced materials that are deployed across multiple industries. This acquisition was achieved by the Company acquiring an entity to which certain assets and trade payables of Thermal Technology had been transferred immediately prior to the acquisition. The purchase consideration consisted of 3,400 shares of the Company's common stock valued at $14,463 (as of the date of acquisition) and potential contingent consideration of $35,000 based upon the Company meeting certain financial metrics. The fair value of the contingent consideration was $6,211 at the date of acquisition.

The transaction has been accounted for as a business combination and is included in the Company's results of operations from May 16, 2013, the date of acquisition. The acquired business contributed revenues of $6,796 and a net loss of $5,387 to the Company for the period from acquisition to December 31, 2013. The results of the acquired business are included in the Company's Sapphire business reporting segment.

During the second quarter of 2014, the purchase price (including the estimated contingent consideration) and related allocations for the acquisition were finalized. As a result of the purchase price allocation, the Company recognized $6,258 of goodwill, which was primarily due to the expected future cash flows from synergies with the operations of the Company and assembled workforce. The goodwill created by the transaction is nondeductible for tax purposes. A summary of the purchase price allocation for the acquisition of Thermal Technology is as follows:

Fair Value of consideration transferred:
Common stock	$	14,463
Contingent consideration obligations	6,211
Net working capital adjustment	(735		)
Total fair value of consideration	$	19,939

8

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

Fair value of assets acquired and liabilities assumed:
Accounts receivable	$	1,008
Inventory	7,861
Property, plant and equipment	1,700
Deferred tax asset	411
Other assets	439
Intangible assets	14,500
Goodwill	6,258
Accounts payable and accrued expenses	(7,057		)
Customer deposits	(2,509		)
Deferred tax liability	(2,663		)
Other current liabilities	(9		)
Total net assets acquired	$	19,939

The purchase consideration included contingent consideration payable by the Company upon the attainment of certain financial targets through the period ending December 31, 2018. Specifically, the contingent consideration is based upon a portion of annual revenue achieved through 2018, subject to certain thresholds and a cap on total payments. The Company determined the fair value of the contingent consideration obligations based on a probability-weighted income approach derived from future revenue estimates. The undiscounted range of outcomes that the Company used to value the contingent consideration arrangement was between $7,507 and $20,205. During the three months ended June 28, 2014, the Company recorded contingent consideration expense of $200, related to an increase in the fair value of the liability from the acquisition date.

The acquired intangible assets is comprised of technology of $11,300 and customer relationships of $3,200, with weighted average amortization periods of 8.2 years and 7 years, respectively.

The Company incurred transaction costs of $1,188, which consisted primarily of advisory services and due diligence-related expenses.These costs were recorded as general and administrative expense for the fiscal year ended December 31, 2013. The acquisition of Thermal Technology's business did not have a material effect on the Company's results of operations. Pro forma results of operations have not been presented due to the immaterial impact the amounts would have had on the Company's historical results of operations.

5. Fair Value Measurements

Fair value is an exit price, representing the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants based on assumptions that market participants would use in pricing an asset or liability. As a basis for classifying the assumptions used, a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value, is applied as follows: (Level 1) observable inputs such as quoted prices in active markets for identical assets or liabilities; (Level 2) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which requires the Company to develop its own assumptions. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. There were no transfers between such levels in the three and six month period ended June 28, 2014.

The following table provides the assets and liabilities measured and reported at fair value on a recurring basis at June 28, 2014 and December 31, 2013:

9

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

	June 28, 2014
			Fair Value Measurements Using
	Total Carrying Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market mutual funds		$206,092		$206,092		$—		$—
Liabilities:
Contingent consideration		$20,786		$—		$—		$20,786

	December 31, 2013
			Fair Value Measurements Using
	Total Carrying Value		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market mutual funds		$462,908		$462,908		$—		$—
Liabilities:
Contingent consideration		$15,407		$—		$—		$15,407

The Company's money market mutual funds are valued using readily available quoted market prices for identical assets.

The Company has classified contingent consideration related to its acquisitions within Level 3 of the fair value hierarchy because the fair value is derived using significant unobservable inputs, which include discount rates and probability-weighted cash flows. The Company determined the fair value of its contingent consideration obligations based on a probability-weighted income approach derived from financial performance estimates and probability assessments of the attainment of certain targets. The Company establishes discount rates to be utilized in its valuation models based on the cost to borrow that would be required by a market participant for similar instruments. In determining the probability of attaining certain technical, financial and operational targets, the Company utilizes data regarding similar milestone events from its own experience, while considering the inherent difficulties and uncertainties in developing a product. On a quarterly basis, the Company reassesses the probability factors associated with the financial, operational and technical targets for its contingent consideration obligations. Significant judgment is employed in determining the appropriateness of these assumptions as of the acquisition date and for each subsequent period.

The key assumptions, as of June 28, 2014, related to the contingent consideration from the acquisition of certain assets of Twin Creeks used in the model include a discount rate of 28% for purposes of discounting the low and base case scenarios associated with achievement of the financial based earn-out. The probabilities assigned to these scenarios were 25% and 75% for the low and base case scenarios, respectively. An increase or decrease in the probability of achievement of any scenario could result in a significant increase or decrease to the estimated fair value of the contingent consideration liability.

The key assumptions, as of June 28, 2014, related to the contingent consideration from the acquisition of the business of Thermal Technology used in the model include a discount rate of 20% for purposes of discounting the low and base case scenarios associated with achievement of the revenue based earn-out. The probabilities assigned to these scenarios were 50% each. An increase or decrease in the probability of achievement of any scenario could result in a significant increase or decrease to the estimated fair value of the contingent consideration liability.

During the three months ended June 28, 2014, the Company completed an immaterial acquisition of certain assets. The key assumptions, as of June 28, 2014, related to the contingent consideration from the acquisition of these certain assets were based on a probability-weighted approach derived from assessments of achieving future milestones. The milestones were discounted based on management's estimates of the likelihood of achieving each individual milestone. Such probability of achievement estimates range from 25% to 100%. An increase or decrease in the probability of achievement of any milestone could result in a significant increase or decrease to the estimated fair value of the contingent consideration liability.

The Company recorded contingent consideration (income) expense in the condensed consolidated statements of operations of ($538) and $1,837, respectively, for the three and six months endedJune 28, 2014, and ($4,310) and ($3,974) for the three and six months endedJune 29, 2013. In each period, the entire amount was allocated to the corporate services reporting segment.

10

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

Changes in the fair value of the Company's Level 3 contingent consideration obligations during the three and six months ended June 28, 2014 and three and six months ended June 29, 2013 were as follows:

	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014		June 29, 2013
Fair value as of the beginning of the period	$	17,782		$	10,651		$	15,407	$	10,315
Acquisition date fair value of contingent consideration obligations related to acquisitions	3,542			6,211			3,542		6,211
Changes in the fair value of contingent consideration obligations	(538		)	(4,310		)	1,837			($3,974	)
Fair value at the end of the period	$	20,786		$	12,552		$	20,786	$	12,552

The carrying amounts reflected in the Company’s condensed consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and customer deposits approximate fair value due to their short-term maturities. The Company did not hold any short-term investments at June 28, 2014 or December 31, 2013.

The following table provides the carrying and fair values of the Company’s prepayment obligations and convertible notes as of June 28, 2014 and December 31, 2013:

			Fair Value Measurements Using
Description	Total Carrying Value		(Level 1)		(Level 2)		(Level 3)		Fair Value
3.00% Senior Convertible Notes due 2017
June 28, 2014	$	173,969	$	—	$	537,988	$	—	537,988
December 31, 2013	$	168,153	$	—	$	300,168	$	—	300,168
3.00% Senior Convertible Notes due 2020
June 28, 2014	$	120,240	$	—	$	368,872	$	—	368,872
December 31, 2013	$	115,761	$	—	$	217,745	$	—	217,745
Prepayment Obligation
June 28, 2014	$	350,600	$	—	$	350,582	$	—	350,582
December 31, 2013	$	172,475	$	—	$	172,482	$	—	172,482

The fair values of the 3.00% Senior Convertible Notes due 2017 and 3.00% Senior Convertible Notes due 2020 were calculated using a market approach. The inputs used in the calculation included assumptions at the valuation date of stock price, conversion price, risk-free rate, expected annual dividend yield, expected volatility, bond yield and recovery rate.

The fair value of the prepayment obligation was calculated using a market approach. The inputs used in the calculation were based on comparable long term debt instruments in the market with similar characteristics and terms at the valuation date.

During the six months ended June 28, 2014, certain assets have been measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The following table presents the fair value of the asset as of the measurement date, valuation techniques and related unobservable inputs of the asset:

	Fair Value		Valuation Technique(s)	Unobservable Input	Range, Median or Average
Arizona deferred rent benefit	$	51,194	Market Approach	Discount rate	Range

The fair value of the below market operating lease benefit in connection with the Arizona Lease at the lease commencement date was calculated using a market approach. The inputs used in the calculation were based on comparable lease signings and market rents in the surrounding area. The discount rate used, in the opinion of management, best reflects the current market interest rate of a comparable lease arrangement with similar characteristics and terms.

Significant increases or decreases in any of the significant unobservable inputs used could result in significantly higher or lower fair value measurements.

11

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

12

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

6. Goodwill and Other Intangible Assets

The following table contains the change in the Company’s goodwill during the six months ended June 28, 2014:

	Photovoltaic			Sapphire		Total
	Business			Business
Balance as of December 31, 2013
Goodwill	$	61,399		$	49,917	$	111,316
Accumulated impairment losses	(57,037		)	—		(57,037		)
	4,362			49,917		54,279
Goodwill from immaterial acquisition	—			2,609		2,609
Balance as of June 28, 2014
Goodwill	61,399			52,526		113,925
Accumulated impairment losses	(57,037		)	—		(57,037		)
	$	4,362		$	52,526	$	56,888

No impairment losses have been recorded on the Company's goodwill during the six months ended June 28, 2014.

13

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

Acquired intangible assets subject to amortization at June 28, 2014 and December 31, 2013 consisted of the following:

		June 28, 2014						December 31, 2013
	Weighted Average Amortization Period (in years)	Gross Amount		Accumulated Amortization		Net		Gross Amount		Accumulated Amortization		Net
Finite-lived intangible assets
Photovoltaic:
Technology	9.5	$	74,200	$	25,126	$	49,074	$	74,200	$	21,694	$	52,506
Trade names / Trademarks	8.6	7,100		3,741		3,359		7,100		3,506		3,594
Subtotal:		81,300		28,867		52,433		81,300		25,200		56,100
Polysilicon:
Technology	2.6	1,500		1,500		—		1,500		1,500		—
Subtotal:		1,500		1,500		—		1,500		1,500		—
Sapphire:
Customer relationships	6.3	7,900		3,191		4,709		7,300		2,616		4,684
Technology	9.1	31,876		8,390		23,486		28,600		6,760		21,840
Order backlog	1.2	500		500		—		500		500		—
Trade names	8.0	1,100		539		561		1,100		470		630
Non-compete agreements	6.2	1,110		703		407		1,000		611		389
Subtotal:		42,486		13,323		29,163		38,500		10,957		27,543
Total finite-lived intangible assets		125,286		43,690		81,596		121,300		37,657		83,643
Indefinite-lived intangible assets
In-process research and development		12,300		—		12,300		12,300		—		12,300
Total intangible assets		$	137,586	$	43,690	$	93,896	$	133,600	$	37,657	$	95,943

The weighted average remaining amortization periods for the (i) photovoltaic, (ii) polysilicon and (iii) sapphire intangibles were 6.41 years, 0 years and 5.79 years years, respectively, as of June 28, 2014. As of June 28, 2014, the estimated future amortization expense for the Company's intangible assets is as follows:

Year Ending December 31,	Amortization Expense
2014 (remaining six months)		$6,248
2015	12,451
2016	12,118
2017	11,651
2018	11,589
2019	11,421
Thereafter	16,118

7. Customer Concentrations

14

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

The following customers comprised 10% or more of the Company's total revenue or accounts receivable for, or as of, the periods indicated:

Three Months Ended

Six Months Ended

As of

June 28, 2014

June 29, 2013

June 28, 2014

June 29, 2013

June 28, 2014

December 31, 2013

Revenue

% of Total

Revenue

% of Total

Revenue

% of Total

Revenue

% of Total

Accounts Receivable

% of Total

Accounts Receivable

% of Total

Photovoltaic Customers

Customer #1

*

*

*

*

*

*

*

*

$

1,584

11

%

$

5,543

45

%

Polysilicon Customers

Customer #2

*

*

100,542

60

%

*

*

100,661

45

%

*

*

*

*

Customer #3

*

*

45,268

27

%

*

*

45,268

20

%

*

*

*

*

Customer #4

*

*

*

*

*

*

*

*

1,947

14

%

*

*

Customer #5

*

*

*

*

*

*

34,915

15

%

*

*

*

*

Sapphire Customers

Customer #6

25,248

44

%

*

*

26,288

33

%

*

*

*

*

*

*

Customer #7

11,446

20

%

*

*

11,490

14

%

*

*

3,292

23

%

*

*

___________________________

* Amounts from these customers were less than 10% of the total as of, or for, the respective period.

The Company requires most of its equipment customers to either post letters of credit or make advance payments of a portion of the selling price prior to delivery of the applicable equipment. Approximately $6,147 (or 44%) and $8,391 (or 68%) of total accounts receivable as of June 28, 2014 and December 31, 2013, respectively, were secured by letters of credit.

8. Inventories

Inventories consisted of the following as of the dates indicated:

	June 28, 2014		December 31, 2013
Raw materials	$	99,872	$	29,704
Work-in-process	30,360		6,941
Finished goods	2,415		2,442
	$	132,647	$	39,087

The increase in the Company’s raw materials is attributable to the sapphire business. The Company's work-in-process inventory is also attributable to the Company’s sapphire business.

9. Other Assets

Other assets consisted of the following as of the dates indicated:

15

	June 28, 2014		December 31, 2013
Inventory	$	49,069	$	50,010
Vendor advances	30,841		37,702
Deferred financing fees	7,362		8,058
Deferred income taxes	33,653		18,872
Deferred costs	26,250		26,528
Deferred rent asset	43,276		2,048
Other	6,128		7,694
	$	196,579	$	150,912

The inventory classified in Other Assets is comprised of equipment purchases for a specific customer who placed an advanced payment to secure the supply of such equipment. The Company is contractually obligated to deliver the inventory to the customer beyond twelve months from the balance sheet date, and as such the inventory is classified in non-current assets.

10. Warranty

The following table presents warranty activities for the periods indicated:

	Six Months Ended
	June 28, 2014			June 29, 2013
Product warranty liability, beginning of the period	$	11,689		$	10,711
Accruals for warranties issued	2,079			6,637
Settlements made during the period	(2,450		)	(3,886		)
Product warranty liability, end of period	$	11,318		$	13,462

11. Property, Plant and Equipment

Property, plant and equipment, net consisted of the following as of the dates indicated:

	Estimated Useful Life	June 28, 2014			December 31, 2013
Leasehold improvements	Lesser of useful life or initial lease term	$	27,210		$	22,693
Land	0 years	1,074			1,074
Land improvements	15 years	326			326
Building	40 years	17,606			17,606
Machinery and equipment	3 to 7 years	284,154			53,153
Computer equipment and software	3 to 5 years	14,510			11,451
Furniture and fixtures	5 to 7 years	2,713			2,749
Construction in process	—	324,774			146,092
		672,367			255,144
Less accumulated depreciation		(60,902		)	(45,384		)
		$	611,465		$	209,760

Depreciation expense for the three and six months endedJune 28, 2014 was $12,795 and $16,944, respectively, compared to depreciation expense for the three and six months ended June 29, 2013 of $4,580 and $8,666, respectively.

Software costs incurred as part of an enterprise resource systems project of $455 and $2,051 were capitalized during the three and six months endedJune 28, 2014, respectively.

Machinery and equipment as of June 28, 2014 includes $14,724 of assets that are located at the Arizona facility and are subject to a lease from Apple. For further details of the leasing transaction, see Note 3, Significant Agreements.

The capitalized interest expense was $4,777 and $5,321 for the three and six months endedJune 28, 2014, respectively, compared to capitalized interest of $0 for both the three and six months ended June 29, 2013.

As of June 28, 2014, the Company has capitalized $216,020 and $307,721 within machinery and equipment and construction in process, respectively. These assets in the Arizona facility are expected to be used exclusively to supply sapphire material pursuant to the MDSA. These assets secure the Company's obligations under the MDSA and Prepayment Agreement (see Note 3, Significant Agreements). Depreciation on these assets commence after the equipment has completed validation testing and the assets are placed into service to begin producing product for sale. The estimated useful life for these assets is seven years.

16

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

12. Restructuring Charges and Asset Impairments

Realignment of Manufacturing, Engineering and Supply Chain Resources

On June 26, 2014, the Company realigned its manufacturing, engineering and supply chain resources in an effort to improve effectiveness across its diversified business portfolio. The actions taken were intended to align the Company's previously centralized personnel and operational resources directly with the Company's various businesses. As a result of the realignment, the Company (i) reduced worldwide headcount by approximately 70 positions and (ii) discontinued sapphire fabrication operations at the Company's Salem, Massachusetts facility and focused the facility solely on sapphire material growth. Sapphire fabrication operations will be conducted at another Company facility.

The total charges related to the realignment of $3,256 in the three months ended June 28, 2014 included $1,484 in lease exit costs in the sapphire business segment. In addition, the Company recorded severance charges of $744 and $722 in the photovoltaic and sapphire segments, respectively, and $306 in corporate severance costs. The Company expects to record additional restructuring charges of approximately $1,020 in the three months ended September 27, 2014, related primarily to additional lease exit costs. The estimate of the additional restructuring charges is based on the cease-use date of the fabrication production area which is still to be determined.

Hazelwood Facility Idling

On January 10, 2013, the Company announced its plan to idle operations at its Hazelwood, Missouri facility (“Hazelwood facility”), which is included in the photovoltaic segment. The idling of the Hazelwood facility was part of the Company’s effort to reduce costs and optimize its research and development activities. The idling of the facility was completed by March 30, 2013. In connection with this action, the Company terminated the employment of 37 of the Hazelwood facility employees at various dates in the first quarter of fiscal 2013. Since the announcement of the plan, the Company has recorded $40,309 of restructuring charges and asset impairments related to the Hazelwood facility, and there have been no additional charges related to this action. All activities related to the idling of the Hazelwood facility are complete.

The Company reports expense for its restructuring charges and asset impairments separately in the condensed consolidated statements of operations. The aggregate restructuring charges and accrued expenses for the realignment of manufacturing, engineering and supply chain resources in June 2014 and the idling of the Hazelwood Facility, which are included in accrued expenses on the Company’s condensed consolidated balance sheet as of June 28, 2014, are as follows:

	Employee Related Benefits			Lease Exit and Contract Termination Costs			Total
Balance as of December 31, 2013	$	114		$	1,463		$	1,577
Restructuring charges	1,772			1,484			3,256
Cash payments	(32		)	(269		)	(301		)
Balance as of June 28, 2014	$	1,854		$	2,678		$	4,532

13. Income Taxes

The Company accounts for income taxes at each interim period using its estimated annual effective tax rate which takes into account operations in the U.S. and in other tax jurisdictions. Changes in the mix of pre-tax income recognized between the U.S. and foreign tax jurisdictions impacts the Company’s effective tax rate. Any discrete tax adjustments are recorded in the specific quarter they arise.

The Company’s effective tax rate was 20.72% (benefit) for the six months endedJune 28, 2014 and 64.6% (benefit) for the six months endedJune 29, 2013. The effective tax rate for the six months endedJune 28, 2014, was impacted by the recording of a valuation allowance against certain U.S. deferred tax assets, expiration of the U.S. federal research and development tax credit, an unfavorable permanent adjustment related to executive compensation limitations under Section 162(m) of the Internal Revenue Code which is non-deductible for tax purposes, and the jurisdictional mix of income/loss. 

17

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

Based upon the Company's cumulative U.S. operating results over the current and prior two years and an assessment of expected U.S. future results, the Company concluded in the three months ended June 28, 2014 that it is more likely than not that it would not be able to realize a portion of its U.S. net deferred tax assets generated this year. In determining the amount of the valuation allowance required, the Company considered the net operating losses available to be carried back as well as the realization of research and development and foreign tax credits.

The Company reviews its expected annual effective income tax rates and makes changes on a quarterly basis as necessary based on certain factors such as changes in forecasted annual operating income by jurisdiction; changes to actual or forecasted permanent book to tax differences; impacts from future tax settlements with state, federal or foreign tax authorities; and impacts from tax law changes. Due to the volatility of these factors, the Company’s consolidated effective income tax rate may change significantly on a quarterly basis.

A reconciliation of the change in unrecognized tax benefits for the six months endedJune 28, 2014 is as follows:

Unrecognized tax benefits at December 31, 2013		$25,613
Increases related to current year tax positions	1,284
Decreases related to prior year tax positions	(26		)
Settlements with tax authorities		($1,157	)
Unrecognized tax benefits at June 28, 2014		$25,714

The Company also recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. During the six months endedJune 28, 2014, the Company recorded an income tax provision of $623, related to interest and penalty accruals.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is subject to examination by federal, state, and foreign tax authorities. The Company's U.S. tax returns have been settled through fiscal years ending March 31, 2008. The Company’s U.S. tax returns are currently in appeals for fiscal years ended March 28, 2009 and April 3, 2010, and the Company plans to vigorously defend all tax positions taken. The Company has settled examination with the New Hampshire Department of Revenue for its fiscal years ended April 3, 2010, April 2, 2011 and March 31, 2012. The statute of limitations is open for the remainder of the states and all foreign jurisdictions. During the six months endedJune 28, 2014 and June 29, 2013, the Company paid $1,937 and $15,804 for estimated taxes, respectively.

14. Commitments and Contingencies

Purchase Commitments

The Company's commitments to purchase raw materials, equipment, research and development and other services from various suppliers and vendors are estimated to be $425,654 and $473,640 as of June 28, 2014 and December 31, 2013, respectively. The majority of these commitments as of June 28, 2014 are due within the next 12 months.

The Company may terminate purchase commitments for DSS inventory components in fiscal 2014 and beyond. The gross amount outstanding under these purchase orders was $3,189 as of June 28, 2014, and the Company will negotiate with the vendors to determine the amount payable upon termination of these purchase orders, as applicable. As of June 28, 2014, $600 has been accrued as certain purchase orders were canceled as of June 28, 2014.

Supply Commitments

In connection with the agreements made with Apple Inc., the Company is required to maintain levels of supply of sapphire material in accordance with the MDSA.

Pledged Collateral

In connection with the acquisition of Confluence Solar, the Company has acquired certain assets which are pledged as collateral against customer deposits of $1,987 as of June 28, 2014.

The Company has pledged (i) all of the equity interests of GT Equipment Holdings LLC and (ii) all of the assets held by GT Equipment Holdings LLC to secure its obligations under the Prepayment Agreement and the MDSA.

Litigation Contingencies

The Company is subject to various legal proceedings and claims incidental to its business, which management believes will not have a material effect on the Company's financial position, results of operations or cash flows.

Indemnification

In certain cases, the Company indemnifies, under pre-determined conditions and limitations, its customers for infringement of third-party intellectual property rights by the Company's products or services (and, in limited instances, the Company also indemnifies other third parties for certain potential damages). The Company generally seeks to limit its liability for such indemnity to an amount not to exceed the sales price of the products or services (or the price paid for products or services) subject to its indemnification obligations, but not all agreements contain such limitations on liability. The Company does not believe, based on information available, that it is probable that any material amounts will be paid under these indemnification provisions.

15. Prepayment Obligation and Convertible Notes

Prepayment Agreement with Apple Inc.

On October 31, 2013, the Company also entered into a Prepayment Agreement with Apple pursuant to which GTAT Corp., a wholly-owned subsidiary, is eligible to receive $578,000 (the “Prepayment Amount”), in four separate installments, receipt of such installments is subject to meeting certain conditions, including technical and performance metrics. The Prepayment Amount is to be used exclusively to purchase components necessary for the manufacture of ASF systems and related equipment principally for use at the Arizona facility leased from Apple. The ASF systems and related equipment will be used exclusively to supply sapphire material to Apple, subject to certain exceptions under which such sapphire can be provided to other parties. The Company is required to repay the Prepayment Amount ratably (on a quarterly basis) over a five year period beginning in January 2015, either as a credit against amounts due from Apple purchases of sapphire goods under the MDSA or as a direct cash payment. The Prepayment Amount is non-interest bearing. The Company’s obligation to repay the Prepayment Amount may be accelerated under certain circumstances, including if the Company does not meet certain financial metrics or meet certain technical and performance covenants. The Company’s obligations under the Prepayment Agreement are secured by (i) the assets held by GT Equipment Holdings LLC (a wholly-owned subsidiary of the Company and the legal owner of the ASF systems and related equipment used in the Arizona facility that were purchased with the Prepayment Amount) and (ii) a pledge of all of the equity interests of GT Equipment Holdings LLC. While the MDSA specifies the Company’s minimum and maximum supply commitments, Apple has no minimum purchase requirements under

18

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

the terms of the MDSA. The Company determined the installments of the Prepayment Amount that it receives should be recorded as debt at fair value on the date of receipt of each installment. The difference between the fair value of the debt and the Prepayment Amount proceeds received (“debt discount”) is consideration under the MDSA and accounted for as deferred revenue. The debt discount is being amortized to interest expense over a 6-year period ending December 2019 with an effective interest rate of 7.44%, and interest expense of $6,406 and $10,824 was recognized in the three and six months endedJune 28, 2014, respectively.  The first three installments of $225,000, $111,000, and $103,000 were received on November 15, 2013, January 23, 2014, and April 4, 2014, respectively. As of June 28, 2014, $350,600 is reflected as Prepayment Obligation and $100,795 is recorded as deferred revenue.

3.00% Convertible Senior Notes due 2017

On September 28, 2012, the Company issued $220,000 aggregate principal amount of 3.00% Convertible Senior Notes due 2017 (the “2017 Notes”). The net proceeds from the issuance of the 2017 Notes were approximately $212,592, after deducting fees paid to the initial purchasers and other offering costs. The 2017 Notes are senior unsecured obligations of the Company, which pay interest in cash semi-annually (on April 1 and October 1 of each year) at a rate of 3.00% per annum beginning on April 1, 2013. The 2017 Notes are governed by an Indenture dated September 28, 2012 with U.S. Bank National Association, as trustee (the “Indenture”). The Notes are not redeemable by the Company.

The 2017 Notes will mature on October 1, 2017, unless earlier repurchased or converted in accordance with their terms prior to such date. The 2017 Notes may be converted, under certain conditions, based on an initial conversion rate of 129.7185 shares of common stock per $1,000 principal amount of 2017 Notes (which represents an initial effective conversion price of the Notes of $7.71 per share), subject to adjustment as described in the Indenture.

The 2017 Notes may be converted by the holder, in multiples of $1,000 principal amount, only under the following circumstances:

• prior to April 1, 2017, during any calendar quarter commencing after the calendar quarter ending on December 31, 2012 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

• prior to April 1, 2017, during the five business day period after any five consecutive trading day period in which the trading price (as defined in the Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

• prior to April 1, 2017, upon specified corporate events;

• on or after April 1, 2017 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as described in the Indenture), calculated on a proportionate basis for each trading day in a 40 consecutive trading-day conversion period (as described in the Indenture).

In addition, following certain corporate events that occur prior to the maturity date (as described in the Indenture), the Company will adjust the conversion rate for a holder of the 2017 Notes who elects to convert its 2017 Notes in connection with such a corporate event in certain circumstances.

The effective interest rate on the liability component of the 2017 Notes was 10.7% as of June 28, 2014. Interest expense incurred in connection with the 2017 Notes consisted of the following:

19

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

	Three Months Ended		Six Months Ended
	June 28, 2014		June 28, 2014
Contractual coupon rate of interest	$	1,641	$	3,273
Amortization of issuance costs and debt discount	3,186		6,299
Interest expense - Convertible Notes	$	4,827	$	9,572

The carrying value of the 2017 Notes consisted of the following:

	June 28, 2014
Principal balance	$	220,000
Discount, net of accumulated amortization of $19,086	(46,031		)
Carrying amount	$	173,969

3.00% Convertible Senior Notes due 2020

On December 10, 2013, the Company issued $214,000 aggregate principal amount of 3.00% Convertible Senior Notes due 2020 (the “2020 Notes”). The net proceeds from the issuance of the 2020 Notes were approximately $206,530, after deducting fees paid to the initial purchasers and other offering costs. The 2020 Notes are senior unsecured obligations of the Company, which pay interest in cash semi-annually (on June 15 and December 15 of each year) at a rate of 3.00% per annum beginning on June 15, 2014. The 2020 Notes are governed by an Indenture dated December 10, 2013 with U.S. Bank National Association, as trustee (the “2013 Indenture”). The 2020 Notes are not redeemable by the Company.

The 2020 Notes will mature on December 15, 2020, unless earlier repurchased or converted in accordance with their terms prior to such date. The 2020 Notes may be converted, under the conditions specified below, based on an initial conversion rate of 82.5764 shares of common stock per $1,000 principal amount of 2020 Notes (which represents an initial effective conversion price of the Notes of $12.11 per share), subject to adjustment as described in the 2013 Indenture.

The 2020 Notes may be converted by the holder, in multiples of $1,000 principal amount, only under the following circumstances: 

• prior to June 15, 2020, during any calendar quarter commencing after the calendar quarter ending on March 31, 2014 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•  prior to June 15, 2020, during the five business day period after any five consecutive trading day period in which the trading price (as defined in the 2013 Indenture) per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

• prior to June 15, 2020, upon specified corporate events;

• on or after June 15, 2020 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as described in the 2013 Indenture), calculated on a proportionate basis for each trading day in a 40 consecutive trading-day conversion period (as described in the 2013 Indenture).

20

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

In addition, following certain corporate events that occur prior to the maturity date (as described in the 2013 Indenture), the Company will adjust the conversion rate for a holder of the 2020 Notes who elects to convert its 2020 Notes in connection with such a corporate event in certain circumstances.

The effective interest rate on the liability component of the 2020 Notes was 12.99% as of June 28, 2014. Interest expense incurred in connection with the 2020 Notes consisted of the following:

	Three Months Ended		Six Months Ended
	June 28, 2014		June 28, 2014
Contractual coupon rate of interest	$	1,614	$	3,210
Amortization of issuance costs and debt discount	2,374		4,692
Interest expense - Convertible Notes	$	3,988	$	7,902

The carrying value of the 2020 Notes consisted of the following:

	June 28, 2014
Principal balance	$	214,000
Discount, net of accumulated amortization of $5,010	(93,760		)
Carrying amount	$	120,240

The Company will be required to repay the following principal amounts under the Apple Prepayment Agreement, 2017 Notes and 2020 Notes:

	Principal
Fiscal Year Ending	Payments
2014 (remaining 6 months)	$	—
2015	87,800
2016	87,800
2017	307,800
2018	87,800
2019	87,800
2020	214,000
Total	$	873,000

16. Share‑Based Compensation

The Company recorded $8,653 and $14,363 of expense related to share‑based compensation during the three and six months endedJune 28, 2014, respectively, compared to $4,904, and $9,328 of expense related to share‑based compensation during the three and six months endedJune 29, 2013, respectively. Share‑based compensation cost capitalized as part of inventory was not material for all periods presented.

During the six months endedJune 28, 2014, no option awards were granted to executives or employees of the Company.

During the six months endedJune 28, 2014, the Company granted 1,433,845 time-based restricted stock units to certain executives, employees and directors of the Company. Time-based restricted stock units provide for the holder to receive shares of the Company's common stock at the time such units vest or restrictions on such units lapse in accordance with the terms of the restricted stock unit agreement. The total fair value of the restricted stock units, which was based on the fair value of the Company's common stock on the date of grant, was $15,120 or $10.55 per share on a weighted average basis.

21

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

During the six months ended June 28, 2014, the Company granted certain executives 611,913 performance-based restricted stock units. The total fair value of these restricted stock units, which was based on the fair value of the Company’s common stock on the date of the grant, was $6,009, or $9.82 per share on a weighted average basis.

As of June 28, 2014, the Company had unamortized share-based compensation expense related to stock options, restricted stock unit awards and performance-based restricted stock unit awards of approximately $27,983, after estimated forfeitures, and the expense is expected to be recognized over an estimated weighted average remaining requisite service period of 1.63 years.

17. Stockholders’ Equity

The following table presents the changes in stockholders’ equity for the six months endedJune 28, 2014:

	Common Stock
	Shares		Par Value			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance as of January 1, 2014	134,463		$	1,345		$	355,916		$	(26,115	)	$	1,259		$	332,405
Net loss									(127,778		)				(127,778		)
Other comprehensive loss												(470		)	(470		)
Option exercises and vesting of restricted stock units	3,484		34			8,003									8,037
Share-based compensation expense						11,315									11,315
Minimum tax withholding payments for employee share-based awards	(601	)	(6		)	(7,674		)							(7,680		)
Balance as of June 28, 2014	137,346		$	1,373		$	367,560		$	(153,893	)	$	789		$	215,829

18. Accumulated Other Comprehensive Income

The following tables summarize the changes in accumulated balances of other comprehensive income for the periods presented:

22

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

	Three months ended June 28, 2014									Six months ended June 28, 2014
	Unrealized Gains and Losses on Cash Flow Hedges			Foreign Currency Items			Total			Unrealized Gains and Losses on Cash Flow Hedges			Foreign Currency Items			Total
Beginning balance	$	(587	)	$	1,380		$	793		$	(590	)	$	1,849		$	1,259
Other comprehensive (loss) income before reclassification	(1		)	(3		)	(4		)	2			(472		)	(470		)
Amounts reclassified from accumulated other comprehensive income	—			—			—			—			—			—
Ending balance	$	(588	)	$	1,377		$	789		$	(588	)	$	1,377		$	789
	Three months ended June 29, 2013									Six months ended June 29, 2013
	Unrealized Gains and Losses on Cash Flow Hedges			Foreign Currency Items			Total			Unrealized Gains and Losses on Cash Flow Hedges			Foreign Currency Items			Total
Beginning balance	$	(566	)	$	1,373		$	807		$	(537	)	$	1,343		$	806
Other comprehensive (loss) income before reclassification	26			218			244			(3		)	248			245
Amounts reclassified from accumulated other comprehensive income	(51		)	—			(51		)	(51		)	—			(51		)
Ending balance	$	(591	)	$	1,591		$	1,000		$	(591	)	$	1,591		$	1,000

The reclassification out of accumulated other comprehensive income to cost of revenue for the three and six months ended June 29, 2013 was $60 ($51 net of tax).

19. Earnings Per Share

Basic earnings (loss) per share is computed by dividing the Company’s earnings (loss) by only the weighted average number of common shares outstanding during the period. For a period in which the Company reports net income, diluted earnings per share is computed by dividing the Company’s earnings by the weighted average number of common shares and, when dilutive, the weighted average number of potential common shares outstanding during the period, as determined using the treasury stock method. Potential common shares consist of common stock issuable upon the exercise of outstanding stock options and the vesting of restricted stock units.

The following table sets forth the computation of the weighted average shares used in computing basic and diluted earnings per share:

	Three Months Ended		Six Months Ended
	June 28, 2014	June 29, 2013	June 28, 2014	June 29, 2013
Weighted average common shares—basic	136,677	120,481	136,066	119,920
Dilutive common stock options and restricted stock unit awards (1) (2) (3)	—	1,549	—	—
Escrow Shares (4)	—	719	—	—
Weighted average common and common equivalent shares—diluted	136,677	122,749	136,066	119,920

(1) Holders of the 3.00% Senior Convertible Notes due 2017 and 3.00% Senior Convertible Notes due 2020 may convert those Notes into shares of the Company’s common stock, at the applicable conversion rate, subject to certain conditions. Since it is the Company’s stated intent to settle the principal amount of the Notes in cash, the Company has used the treasury stock method for determining the potential dilution in the diluted earnings per share computation. The total number of shares excluded from the calculation of earnings per share because they would be anti-dilutive was 46,200 for each of the three and six months endedJune 28, 2014, respectively.

23

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

(2) Upon exercise of outstanding warrants, holders of the warrants may acquire up to 28,500 shares of the Company’s common stock at an exercise price of $9.9328. If the market price per share of the Company’s common stock for the period exceeds the established strike price, the warrants will have a dilutive effect on its diluted net income per share using the treasury-stock-type method.  These shares have been excluded from the calculation of earnings per share because they would be anti-dilutive.

(3) As the Company was in a loss position for the three and six months ended June 28, 2014, certain restricted shares have not been included in the calculation of earnings per share, as their impact would be anti-dilutive. The total number of shares excluded from the calculation of earnings per share because they would be anti-dilutive was 7,438 for both the three and six months endedJune 28, 2014, and 3,878 and 10,856 for the three and six months endedJune 29, 2013, respectively.

(4) As shares have been placed in escrow for any indemnifications and liabilities in connection with the acquisition of substantially all of the business of Thermal Technology, LLC, these shares have not been included in the calculation of basic earnings per share. Upon the resolution of any contingencies and indemnifications, which will be with the associated release of the shares from escrow, such shares will be included in basic earnings per share as calculated in the period the contingencies are resolved.

20. Segment and Geographical Information

Segment Information

The Company reports its results in three segments: the PV business, the polysilicon business and the sapphire business. The Company presents segment information in a manner consistent with the method used to report this information to management. The Company evaluates performance and allocates resources based on revenues and gross margin of each segment. The Company defines segment gross margin as the cost of goods sold associated with segment revenues. Operating expenses are reviewed and evaluated at the consolidated level and are not allocated to the respective operating segments for purposes of allocating resources or evaluating performance of the business segment. Asset information by segment is not reported to or reviewed by the Chief Operating Decision Maker (CODM), and therefore, the Company has not disclosed asset information for the segments.

The PV business manufactures and sells directional solidification, or DSS, crystallization furnaces and ancillary equipment used to cast crystalline silicon ingots by melting and cooling polysilicon in a precisely controlled process. These ingots are used to make photovoltaic wafers which are, in turn, used to make solar cells. On August 24, 2011, the Company acquired 100% of the outstanding shares of common stock of privately-held Confluence Solar. Confluence Solar is the developer of HiCz™, a continuously-fed Czochralski growth technology that is designed to enable the production of high efficiency monocrystalline solar ingots.

The polysilicon business manufactures and sells Silicon Deposition Reactors (SDR™) and related equipment used to produce polysilicon, the key raw material used in silicon-based solar wafers and cells, while also providing engineering services and related equipment. In addition, the polysilicon business sells hydrochlorination technology and equipment which is utilized to convert silicon tetrachloride into trichlorosilane (TCS), which is used as seed material in the manufacture of high purity silicon. Hydrochlorination technology is designed to improve the efficiency and lower the costs of polysilicon production.

The sapphire business manufactures and sells sapphire material, sapphire growth equipment and certain other related sapphire technologies. On May 16, 2013, the Company acquired substantially all of the business of Thermal Technology which are included in the sapphire segment. Thermal Technology is a developer and seller of a wide range of high temperature thermal and vacuum products used in the fabrication of advanced materials that have been deployed across multiple industries.

Financial information for the Company's reportable segments is as follows:

24

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Revenue:
Photovoltaic	$	11,007		$	11,411		$	24,188		$	15,775
Polysilicon	2,846			150,759			6,570			188,715
Sapphire	44,147			6,160			49,752			21,616
Total revenue	58,000			168,330			80,510			226,106
Gross (Loss) Profit :
Photovoltaic	$	4,935		$	700		$	9,858		$	(603	)
Polysilicon	337			61,949			2,472			75,086
Sapphire	(41,385		)	(4,033		)	(48,984		)	(2,252		)
Total gross (loss) profit	(36,113		)	58,616			(36,654		)	72,231
Research and development	22,721			18,523			47,293			34,964
Selling and marketing	2,522			4,088			7,206			7,374
General and administrative	17,274			16,517			36,764			31,080
Contingent consideration (income) expense	(538		)	(4,310		)	1,837			(3,974		)
Restructuring charges	3,256			—			3,256			2,858
Amortization of intangible assets	3,057			2,667			6,033			5,122
(Loss) Income from operations	(84,405		)	21,131			(139,043		)	(5,193		)
Interest income	91			70			187			164
Interest expense	(10,588		)	(6,526		)	(23,137		)	(14,006		)
Other, net	320			(179		)	828			11
(Loss) Income before income taxes	$	(94,582	)	$	14,496		$	(161,165	)	$	(19,024	)

Geographic Information

The following table presents revenue by geographic region, which is based on the destination of the shipments:

	Three Months Ended				Six Months Ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
China	$	49,686	$	11,945	$	60,845	$	30,683
Korea	276		1,606		2,869		36,548
Malaysia	1,111		100,392		2,198		100,511
Saudi Arabia	543		45,268		571		45,268
Other Asia	2,082		5,515		7,485		6,236
Europe	1,399		457		2,093		920
United States	2,845		3,084		4,387		5,860
Other	58		63		62		80
Total	$	58,000	$	168,330	$	80,510	$	226,106

25

GT Advanced Technologies Inc.

Notes to Condensed Consolidated Financial Statements (Continued)

(In thousands, except per share data)

In the prior year second quarter Quarterly Report on Form 10-Q, revenue amounts in the above table related to Malaysia and Saudi Arabia were presented as part of Other Asia. The prior year presentation has been corrected to present such amounts as separate line items in the above table.

A summary of long-lived assets by geographical region is as follows:

June 28, 2014 December 31, 2013