[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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AMTECH SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
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Arizona
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86-0411215
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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|
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131 South Clark Drive, Tempe, Arizona
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85281
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer [ ]
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Accelerated filer [x]
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|
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller Reporting Company [ ]
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Page
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Item 1.
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Condensed Consolidated Financial Statements
|
|
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December 31,
2011 |
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September 30,
2011 |
||||
|
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(Unaudited)
|
|
|
||||
Assets
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
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$
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54,936
|
|
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$
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67,382
|
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Restricted cash
|
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6,854
|
|
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6,571
|
|
||
Accounts receivable
|
|
|
|
|
||||
Trade (less allowance for doubtful accounts of $298 and $246 at December 31, 2011 and September 30, 2011, respectively)
|
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10,560
|
|
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14,447
|
|
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Unbilled and other
|
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22,950
|
|
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30,822
|
|
||
Inventories
|
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37,451
|
|
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37,162
|
|
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Deferred income taxes
|
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9,530
|
|
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9,560
|
|
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Prepaid income taxes
|
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4,400
|
|
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4,260
|
|
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Other
|
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4,729
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|
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4,647
|
|
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Total current assets
|
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151,410
|
|
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174,851
|
|
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Property, Plant and Equipment - Net
|
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12,059
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|
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12,680
|
|
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Intangible Assets - Net
|
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4,738
|
|
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5,021
|
|
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Goodwill
|
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13,117
|
|
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13,313
|
|
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Total Assets
|
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$
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181,324
|
|
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$
|
205,865
|
|
|
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December 31,
2011 |
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September 30,
2011 |
||||
|
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(Unaudited)
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
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$
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6,510
|
|
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$
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8,928
|
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Accrued compensation and related taxes
|
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6,600
|
|
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10,686
|
|
||
Accrued warranty expense
|
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2,313
|
|
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2,265
|
|
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Deferred profit
|
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21,633
|
|
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27,608
|
|
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Customer deposits
|
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5,646
|
|
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7,862
|
|
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Other accrued liabilities
|
|
2,357
|
|
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6,775
|
|
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Income taxes payable
|
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16,220
|
|
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16,670
|
|
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Total current liabilities
|
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61,279
|
|
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80,794
|
|
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Income Taxes Payable Long-term
|
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2,360
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|
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2,630
|
|
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Deferred Income Taxes Long-term
|
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60
|
|
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110
|
|
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Total liabilities
|
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63,699
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|
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83,534
|
|
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|
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Commitments and Contingencies
|
|
|
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|
||||
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|
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Stockholders' Equity
|
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|
|
|
||||
Preferred stock; 100,000,000 shares authorized; none issued
|
|
—
|
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—
|
|
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Common stock; $0.01 par value; 100,000,000 shares authorized;
shares issued and outstanding: 9,478,457 and 9,431,393 at December 31, 2011 and September 30, 2011, respectively
|
|
95
|
|
|
94
|
|
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Additional paid-in capital
|
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83,672
|
|
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83,207
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|
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Accumulated other comprehensive (loss)
|
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(5,809
|
)
|
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(2,078
|
)
|
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Retained Earnings
|
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34,222
|
|
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35,096
|
|
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Total Amtech Systems Inc. stockholders' equity
|
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112,180
|
|
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116,319
|
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Noncontrolling interest
|
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5,445
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|
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6,012
|
|
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Total Equity
|
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117,625
|
|
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122,331
|
|
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Total Liabilities and Stockholders' Equity
|
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$
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181,324
|
|
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$
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205,865
|
|
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Three Months Ended December 31,
|
||||||
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2011
|
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2010
|
||||
Revenues, net of returns and allowances
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$
|
24,728
|
|
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$
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53,712
|
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Cost of sales
|
17,527
|
|
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34,115
|
|
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Gross profit
|
7,201
|
|
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19,597
|
|
||
|
|
|
|
||||
Selling, general and administrative
|
6,292
|
|
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10,397
|
|
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Research and development
|
2,753
|
|
|
848
|
|
||
Operating income (loss)
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(1,844
|
)
|
|
8,352
|
|
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|
|
|
|
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Interest and other income (expense), net
|
87
|
|
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(30
|
)
|
||
Income (loss) before income taxes
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(1,757
|
)
|
|
8,322
|
|
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|
|
|
|
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Income tax provision (benefit)
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(320
|
)
|
|
3,330
|
|
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|
|
|
|
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Net income (loss)
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(1,437
|
)
|
|
4,992
|
|
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|
|
|
|
||||
Add: Net Loss Attributable to noncontrolling interest
|
561
|
|
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—
|
|
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Net income (loss) attributable to Amtech Systems, Inc.
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$
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(876
|
)
|
|
$
|
4,992
|
|
|
|
|
|
||||
Earnings (Loss) Per Share:
|
|
|
|
||||
|
|
|
|
||||
Basic income (loss) per share attributable to Amtech shareholders
|
$
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(0.09
|
)
|
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$
|
0.54
|
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Weighted average shares outstanding
|
9,446
|
|
|
9,278
|
|
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Diluted income (loss) per share attributable to Amtech shareholders
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$
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(0.09
|
)
|
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$
|
0.52
|
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Weighted average shares outstanding
|
9,446
|
|
|
9,609
|
|
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Three Months Ended December 31,
|
||||||
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2011
|
|
2010
|
||||
Operating Activities
|
|
|
|
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Net income (loss)
|
$
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(1,437
|
)
|
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$
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4,992
|
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Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
|
|
|
|
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Depreciation and amortization
|
769
|
|
|
647
|
|
||
Write-down of inventory
|
20
|
|
|
499
|
|
||
Deferred income taxes
|
—
|
|
|
(2,075
|
)
|
||
Non-cash stock based compensation expense
|
465
|
|
|
374
|
|
||
Provision for allowance for doubtful accounts
|
78
|
|
|
47
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
(420
|
)
|
|
3,495
|
|
||
Accounts receivable
|
10,128
|
|
|
(23,569
|
)
|
||
Inventories
|
(1,886
|
)
|
|
(3,476
|
)
|
||
Accrued income taxes
|
(752
|
)
|
|
2,469
|
|
||
Prepaid expenses and other assets
|
(251
|
)
|
|
(1,838
|
)
|
||
Accounts payable
|
(2,164
|
)
|
|
3,678
|
|
||
Accrued liabilities and customer deposits
|
(5,757
|
)
|
|
5,358
|
|
||
Deferred profit
|
(4,906
|
)
|
|
5,098
|
|
||
Net cash used in operating activities
|
(6,113
|
)
|
|
(4,301
|
)
|
||
Investing Activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(465
|
)
|
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(609
|
)
|
||
Net cash used in investing activities
|
(465
|
)
|
|
(609
|
)
|
||
Financing Activities
|
|
|
|
||||
Proceeds from issuance of common stock
|
—
|
|
|
1,223
|
|
||
Repurchase of common stock
|
(4,080
|
)
|
|
—
|
|
||
Payments on long-term obligations
|
(11
|
)
|
|
(31
|
)
|
||
Excess tax benefit of stock options
|
—
|
|
|
727
|
|
||
Net cash provided by (used in) financing activities
|
(4,091
|
)
|
|
1,919
|
|
||
Effect of Exchange Rate Changes on Cash
|
(1,777
|
)
|
|
(566
|
)
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(12,446
|
)
|
|
(3,557
|
)
|
||
Cash and Cash Equivalents, Beginning of Period
|
67,382
|
|
|
56,764
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
54,936
|
|
|
$
|
53,207
|
|
Supplemental Cash Flow Information:
|
|
|
|
||||
Income tax payments
|
$
|
422
|
|
|
$
|
2,168
|
|
1.
|
Basis of Presentation
|
|
December 31,
2011 |
|
September 30,
2011 |
|||||
|
(dollars in thousands)
|
|||||||
Deferred revenues
|
$
|
23,106
|
|
12,577
|
|
$
|
29,666
|
|
Deferred costs
|
1,473
|
|
1,138
|
|
2,058
|
|
||
Deferred profit
|
$
|
21,633
|
|
|
$
|
27,608
|
|
|
December 31,
2011 |
|
September 30,
2011 |
|||||
|
(dollars in thousands)
|
|||||||
Purchased parts and raw materials
|
$
|
27,434
|
|
12,894
|
|
$
|
24,925
|
|
Work-in-process
|
5,929
|
|
9,497
|
|
8,257
|
|
||
Finished goods
|
4,088
|
|
1,926
|
|
3,980
|
|
||
|
$
|
37,451
|
|
|
$
|
37,162
|
|
|
December 31,
2011 |
|
September 30,
2011 |
||||
|
(dollars in thousands)
|
||||||
Land, building and leasehold improvements
|
$
|
10,549
|
|
|
$
|
10,636
|
|
Equipment and machinery
|
5,814
|
|
|
6,003
|
|
||
Furniture and fixtures
|
5,286
|
|
|
5,434
|
|
||
|
21,649
|
|
|
22,073
|
|
||
Accumulated depreciation and amortization
|
(9,590
|
)
|
|
(9,393
|
)
|
||
|
$
|
12,059
|
|
|
$
|
12,680
|
|
|
Three Months Ended
|
||
|
December 31, 2011
|
||
|
(dollars in thousands)
|
||
Beginning balance
|
$
|
13,313
|
|
Goodwill recognized due to acquisition
|
—
|
|
|
Net exchange differences
|
(196
|
)
|
|
Ending balance
|
$
|
13,117
|
|
|
Useful Life
|
|
December 31, 2011
|
|
September 30, 2011
|
||||
|
|
|
(dollars in thousands)
|
||||||
Non-compete agreements
|
4-8 years
|
|
$
|
1,058
|
|
|
$
|
1,066
|
|
Customer lists
|
10 years
|
|
834
|
|
|
876
|
|
||
Technology
|
5-10 years
|
|
2,353
|
|
|
2,436
|
|
||
Licenses
|
10 years
|
|
500
|
|
|
500
|
|
||
In-process research and development
|
(1)
|
|
1,600
|
|
|
1,600
|
|
||
Other
|
2-10 years
|
|
92
|
|
|
97
|
|
||
|
|
|
6,437
|
|
|
6,575
|
|
||
Accumulated amortization
|
|
|
(1,699
|
)
|
|
(1,554
|
)
|
||
|
|
|
$
|
4,738
|
|
|
$
|
5,021
|
|
(1)
|
The in-process research and development will be amortized over its useful life when it has reached technological feasibility.
|
Name of Plan
|
|
Shares
Authorized
|
|
Shares
Available
|
|
Options
Outstanding
|
|
Plan
Expiration
|
|||
2007 Employee Stock Incentive Plan
|
|
1,400,000
|
|
|
342,987
|
|
|
696,859
|
|
|
Apr. 2017
|
1998 Employee Stock Option Plan
|
|
500,000
|
|
|
—
|
|
|
80,022
|
|
|
Jan. 2008
|
Non-Employee Directors Stock Option Plan
|
|
350,000
|
|
|
90,600
|
|
|
122,853
|
|
|
Jul. 2015
|
|
|
|
|
433,587
|
|
|
899,734
|
|
|
|
|
Three Months Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(dollars in thousands, except per share amounts)
|
||||||
Effect on income before income taxes (1)
|
$
|
(465
|
)
|
|
$
|
(374
|
)
|
Effect on income taxes
|
117
|
|
|
167
|
|
||
Effect on net income
|
$
|
(348
|
)
|
|
$
|
(207
|
)
|
(1)
|
Stock-based compensation expense is included in selling, general and administrative expenses.
|
|
Three Months Ended December 31,
|
||||||||||||||
|
2011
|
|
2010
|
||||||||||||
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
||||||||
Outstanding at beginning of period
|
611,384
|
|
|
$
|
10.02
|
|
|
636,283
|
|
|
$
|
7.59
|
|
||
Granted
|
288,400
|
|
|
7.98
|
|
|
139,233
|
|
|
17.12
|
|
||||
Exercised
|
(50
|
)
|
|
6.15
|
|
|
(162,226
|
)
|
|
7.54
|
|
||||
Forfeited
|
—
|
|
|
—
|
|
|
(1,000
|
)
|
|
6.93
|
|
||||
Outstanding at end of period
|
899,734
|
|
|
$
|
9.37
|
|
|
612,290
|
|
|
$
|
9.77
|
|
||
|
|
|
|
|
|
|
|
||||||||
Exercisable at end of period
|
366,216
|
|
|
$
|
9.18
|
|
|
205,068
|
|
|
$
|
7.91
|
|
||
Weighted average fair value of options
granted during the period
|
$
|
4.95
|
|
|
|
|
$
|
10.77
|
|
|
|
|
Three Months Ended December 31,
|
||
|
2011
|
|
2010
|
Risk free interest rate
|
1.12%
|
|
1.67%
|
Expected life
|
6 years
|
|
6 years
|
Dividend rate
|
0%
|
|
0%
|
Volatility
|
70%
|
|
70%
|
Forfeiture rate
|
3%
|
|
4%
|
|
Three Months Ended December 31,
|
||||||||||||
|
2011
|
|
2010
|
||||||||||
|
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
Beginning Outstanding
|
120,970
|
|
|
$
|
9.42
|
|
|
128,751
|
|
|
$
|
6.34
|
|
Awarded
|
60,600
|
|
|
7.98
|
|
|
35,517
|
|
|
17.28
|
|
||
Released
|
(47,014
|
)
|
|
8.53
|
|
|
(37,376
|
)
|
|
6.27
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Ending Outstanding
|
134,556
|
|
|
$
|
9.09
|
|
|
126,892
|
|
|
$
|
9.43
|
|
|
Three Months Ended
|
||||||
|
December 31,
2011 |
|
December 31,
2010 |
||||
|
(dollars in thousands)
|
||||||
Research and development
|
$
|
2,838
|
|
|
$
|
946
|
|
Grants earned
|
(85
|
)
|
|
(98
|
)
|
||
Net research and development
|
$
|
2,753
|
|
|
$
|
848
|
|
2.
|
Income Taxes
|
3.
|
Earnings Per Share
|
|
Three Months Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(in thousands, except per share amounts)
|
||||||
Basic Earnings (Loss) Per Share Computation
|
|
|
|
||||
Net income (loss) attributable to Amtech Systems, Inc.
|
$
|
(876
|
)
|
|
$
|
4,992
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Common stock
|
9,446
|
|
|
9,278
|
|
||
Basic earnings (loss) per share attributable to Amtech shareholders
|
$
|
(0.09
|
)
|
|
$
|
0.54
|
|
Diluted Earnings (Loss) Per Share Computation
|
|
|
|
||||
Net income (loss) attributable to Amtech Systems, Inc.
|
$
|
(876
|
)
|
|
$
|
4,992
|
|
Weighted Average Shares Outstanding:
|
|
|
|
||||
Common stock
|
9,446
|
|
|
9,278
|
|
||
Common stock equivalents (1)
|
—
|
|
|
331
|
|
||
Diluted shares
|
9,446
|
|
|
9,609
|
|
||
Diluted earnings (loss) per share attributable to Amtech shareholders
|
$
|
(0.09
|
)
|
|
$
|
0.52
|
|
(1)
|
The number of common stock equivalents is calculated using the treasury stock method and the average market price during the period.
|
4.
|
Comprehensive Income (Loss)
|
|
Three Months Ended December 31,
|
||||||
|
2011
|
|
2010
|
||||
|
(dollars in thousands)
|
||||||
Net income (loss), as reported
|
$
|
(1,437
|
)
|
|
$
|
4,992
|
|
Foreign currency translation adjustment
|
(3,737
|
)
|
|
(1,454
|
)
|
||
Comprehensive income (loss)
|
(5,174
|
)
|
|
3,538
|
|
||
|
|
|
|
||||
Comprehensive loss attributable to noncontrolling interest
|
567
|
|
|
—
|
|
||
Comprehensive income (loss) attributable to Amtech Systems, Inc.
|
$
|
(4,607
|
)
|
|
$
|
3,538
|
|
5.
|
Major Customers and Foreign Sales
|
6.
|
Commitments and Contingencies
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Overview
|
•
|
Results of Operations
|
•
|
Liquidity and Capital Resources
|
•
|
Off – Balance Sheet Arrangements
|
•
|
Contractual Obligations
|
•
|
Critical Accounting Policies
|
•
|
Impact of Recently Issued Accounting Pronouncements
|
|
Three Months Ended
|
||||
|
December 31,
2011 |
|
December 31,
2010 |
||
Net revenue
|
100
|
%
|
|
100
|
%
|
Cost of goods sold
|
71
|
%
|
|
64
|
%
|
Gross margin
|
29
|
%
|
|
36
|
%
|
Operating expenses:
|
|
|
|
||
Selling, general and administrative
|
25
|
%
|
|
19
|
%
|
Research and Development
|
11
|
%
|
|
2
|
%
|
Total operating expenses
|
36
|
%
|
|
21
|
%
|
Income (loss) from operations
|
(7
|
)%
|
|
15
|
%
|
Interest income (expense), net
|
0
|
%
|
|
0
|
%
|
Income (loss) before income taxes
|
(7
|
)%
|
|
15
|
%
|
Income taxes
|
(1
|
)%
|
|
6
|
%
|
Net Income (loss)
|
(6
|
)%
|
|
9
|
%
|
Add: net loss attributable to noncontrolling interest
|
2
|
%
|
|
0
|
%
|
Net income (loss) attributable to Amtech Systems, Inc.
|
(4
|
)%
|
|
9
|
%
|
|
Three Months Ended
|
|||||||||||||
|
December 31,
2011
|
|
December 31,
2010
|
|
Incr.
(Decr.)
|
|
% change
|
|||||||
|
(dollars in thousands)
|
|
|
|
|
|||||||||
Research and development
|
$
|
2,838
|
|
|
$
|
946
|
|
|
$
|
1,892
|
|
|
200
|
%
|
Grants earned
|
(85
|
)
|
|
(98
|
)
|
|
13
|
|
|
13
|
%
|
|||
Net research and development
|
$
|
2,753
|
|
|
$
|
848
|
|
|
$
|
1,905
|
|
|
225
|
%
|
Percent of net revenue
|
11
|
%
|
|
2
|
%
|
|
|
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1A.
|
Risk Factors
|
Item 6.
|
Exhibits
|
3.1
|
Amended and Restated Articles of Incorporation
|
*
|
|
|
|
10.1
|
Second Amended and Restated Employment Agreement by and between Amtech Systems, Inc. and Jong S. Whang dated February 9, 2012.
|
*
|
|
|
|
31.1
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
|
*
|
|
|
|
31.2
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
|
*
|
|
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
*
|
|
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
*
|
|
|
|
101.INS
|
XBRL Instance Document
|
**
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
**
|
|
|
|
101.PRE
|
Taxonomy Presentation Linkbase Document
|
**
|
|
|
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
**
|
|
|
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
**
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
**
|
*
|
Filed herewith.
|
**
|
Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions or other liability provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. In addition, users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.
|
|
By
|
/s/ Robert T. Hass
|
|
Dated:
|
February 9, 2012
|
|
|
Robert T. Hass
|
|
|
|
|
|
Vice President and Chief Accounting Officer
|
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Page of
Method of Filing
|
3.1
|
|
Amended and Restated Articles of Incorporation
|
|
*
|
|
|
|
|
|
10.1
|
|
Second Amended and Restated Employment Agreement by and between Amtech Systems, Inc. and Jong S. Whang dated February 9, 2012.
|
|
*
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
|
|
*
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
|
|
*
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
*
|
|
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
*
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
**
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
**
|
|
|
|
|
|
101.PRE
|
|
Taxonomy Presentation Linkbase Document
|
|
**
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
**
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
|
**
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
**
|
*
|
Filed herewith.
|
**
|
Pursuant to applicable securities laws and regulations, the Company is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions or other liability provisions of the federal securities laws as long as the Company has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fail to comply with the submission requirements. In addition, users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Amtech Systems, Inc. (the “registrant”),
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By
|
/s/ Fokko Pentinga
|
Fokko Pentinga
|
|
President and Chief Executive Officer
|
|
Amtech Systems, Inc.
|
|
Date:
|
February 9, 2012
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Amtech Systems, Inc. (the “registrant”),
|
2.
|
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By
|
/s/ Bradley C. Anderson
|
Bradley C. Anderson
|
|
Executive Vice President – Finance and Chief Financial Officer
|
|
Amtech Systems, Inc.
|
|
Date:
|
February 9, 2012
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By
|
/s/ Fokko Pentinga
|
Fokko Pentinga
|
|
President and Chief Executive Officer
|
|
Amtech Systems, Inc.
|
|
Date:
|
February 9, 2012
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By
|
/s/ Bradley C. Anderson
|
Bradley C. Anderson
|
|
Executive Vice President-Finance and Chief Financial Officer
|
|
Amtech Systems, Inc.
|
|
Date:
|
February 9, 2012
|