[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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March 31,
2016 |
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September 30,
2015 |
||||
Assets
|
|
(Unaudited)
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
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31,818
|
|
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$
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25,852
|
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Restricted cash
|
|
535
|
|
|
638
|
|
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Accounts receivable
|
|
|
|
|
||||
Trade (less allowance for doubtful accounts of $3,537 and $5,009 at March 31, 2016, and September 30, 2015, respectively)
|
|
16,641
|
|
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14,488
|
|
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Unbilled and other
|
|
6,089
|
|
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8,494
|
|
||
Inventories
|
|
24,054
|
|
|
23,329
|
|
||
Deferred income taxes
|
|
2,050
|
|
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2,050
|
|
||
Notes and other receivable
|
|
—
|
|
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7,079
|
|
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Other
|
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3,888
|
|
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3,772
|
|
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Total current assets
|
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85,075
|
|
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85,702
|
|
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Property, Plant and Equipment - Net
|
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16,896
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|
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17,761
|
|
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Deferred income taxes - Long Term
|
|
430
|
|
|
430
|
|
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Other Assets - Long Term
|
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1,167
|
|
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3,356
|
|
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Investments
|
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3,404
|
|
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2,733
|
|
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Intangible Assets - Net
|
|
4,568
|
|
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4,939
|
|
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Goodwill
|
|
11,188
|
|
|
10,535
|
|
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Total Assets
|
|
$
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122,728
|
|
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$
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125,456
|
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Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current Liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
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15,021
|
|
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$
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15,646
|
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Current maturities of long-term debt
|
|
747
|
|
|
919
|
|
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Accrued compensation and related taxes
|
|
5,242
|
|
|
5,605
|
|
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Accrued warranty expense
|
|
859
|
|
|
793
|
|
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Deferred profit
|
|
3,431
|
|
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4,873
|
|
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Customer deposits
|
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10,495
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|
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7,154
|
|
||
Other accrued liabilities
|
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2,180
|
|
|
3,551
|
|
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Income taxes payable
|
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2,400
|
|
|
830
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|
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Total current liabilities
|
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40,375
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|
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39,371
|
|
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Long-term Debt
|
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9,351
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8,448
|
|
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Income Taxes Payable - Long Term
|
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5,960
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|
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4,990
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|
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Total liabilities
|
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55,686
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|
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52,809
|
|
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Commitments and Contingencies
|
|
|
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|
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Stockholders' Equity
|
|
|
|
|
||||
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: 13,173,197 and 13,150,469 at March 31, 2016, and September 30, 2015, respectively |
|
132
|
|
|
131
|
|
||
Additional paid-in capital
|
|
110,930
|
|
|
110,191
|
|
||
Accumulated other comprehensive loss
|
|
(8,611
|
)
|
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(8,666
|
)
|
||
Retained deficit
|
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(34,335
|
)
|
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(28,822
|
)
|
||
Total stockholders' equity
|
|
68,116
|
|
|
72,834
|
|
||
Noncontrolling interest
|
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(1,074
|
)
|
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(187
|
)
|
||
Total equity
|
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67,042
|
|
|
72,647
|
|
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Total Liabilities and Stockholders' Equity
|
|
$
|
122,728
|
|
|
$
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125,456
|
|
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Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
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2016
|
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2015
|
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2016
|
|
2015
|
||||||||
Revenues, net of returns and allowances
|
$
|
22,483
|
|
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$
|
24,273
|
|
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$
|
44,557
|
|
|
36,669
|
|
|
Cost of sales
|
16,482
|
|
|
17,384
|
|
|
32,601
|
|
|
26,352
|
|
||||
Gross profit
|
6,001
|
|
|
6,889
|
|
|
11,956
|
|
|
10,317
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
7,448
|
|
|
8,075
|
|
|
15,044
|
|
|
14,459
|
|
||||
Research, development and engineering
|
2,160
|
|
|
750
|
|
|
4,447
|
|
|
2,586
|
|
||||
Operating loss
|
(3,607
|
)
|
|
(1,936
|
)
|
|
(7,535
|
)
|
|
(6,728
|
)
|
||||
Gain on sale of other assets
|
2,576
|
|
|
—
|
|
|
2,576
|
|
|
—
|
|
||||
Income from equity method investment
|
688
|
|
|
—
|
|
|
671
|
|
|
—
|
|
||||
Interest expense and other income, net
|
33
|
|
|
(217
|
)
|
|
(169
|
)
|
|
(120
|
)
|
||||
Loss before income taxes
|
(310
|
)
|
|
(2,153
|
)
|
|
(4,457
|
)
|
|
(6,848
|
)
|
||||
Income tax provision
|
1,670
|
|
|
170
|
|
|
1,970
|
|
|
350
|
|
||||
Net loss
|
(1,980
|
)
|
|
(2,323
|
)
|
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(6,427
|
)
|
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(7,198
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)
|
||||
|
|
|
|
|
|
|
|
||||||||
Add: net loss (income) attributable to noncontrolling interest
|
481
|
|
|
2
|
|
|
914
|
|
|
(317
|
)
|
||||
Net loss attributable to Amtech Systems, Inc.
|
$
|
(1,499
|
)
|
|
$
|
(2,321
|
)
|
|
$
|
(5,513
|
)
|
|
$
|
(7,515
|
)
|
|
|
|
|
|
|
|
|
||||||||
Loss Per Share:
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Basic loss per share attributable to Amtech shareholders
|
$
|
(0.11
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.69
|
)
|
Weighted average shares outstanding
|
13,169
|
|
|
11,997
|
|
|
13,161
|
|
|
10,914
|
|
||||
Diluted loss per share attributable to Amtech shareholders
|
$
|
(0.11
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.69
|
)
|
Weighted average shares outstanding
|
13,169
|
|
|
11,997
|
|
|
13,161
|
|
|
10,914
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
$
|
(1,980
|
)
|
|
$
|
(2,323
|
)
|
|
$
|
(6,427
|
)
|
|
$
|
(7,198
|
)
|
Foreign currency translation adjustment
|
617
|
|
|
(2,322
|
)
|
|
82
|
|
|
(3,380
|
)
|
||||
Comprehensive loss
|
(1,363
|
)
|
|
(4,645
|
)
|
|
(6,345
|
)
|
|
(10,578
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive (income) loss attributable to noncontrolling interest
|
454
|
|
|
175
|
|
|
887
|
|
|
(138
|
)
|
||||
Comprehensive loss attributable to Amtech Systems, Inc.
|
$
|
(909
|
)
|
|
$
|
(4,470
|
)
|
|
$
|
(5,458
|
)
|
|
$
|
(10,716
|
)
|
|
Six months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
|
|
|
||||
Net loss
|
$
|
(6,427
|
)
|
|
$
|
(7,198
|
)
|
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
1,529
|
|
|
1,641
|
|
||
Write-down of inventory
|
74
|
|
|
81
|
|
||
Deferred income taxes
|
(5
|
)
|
|
901
|
|
||
Non-cash share based compensation expense
|
708
|
|
|
568
|
|
||
Gain on sale of other assets
|
(2,576
|
)
|
|
—
|
|
||
Income from equity method investment
|
(671
|
)
|
|
—
|
|
||
Reversal of allowance for doubtful accounts
|
(122
|
)
|
|
(281
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Restricted cash
|
97
|
|
|
844
|
|
||
Accounts receivable
|
475
|
|
|
(1,406
|
)
|
||
Inventories
|
(656
|
)
|
|
(7,482
|
)
|
||
Accrued income taxes
|
1,939
|
|
|
(922
|
)
|
||
Other assets
|
(120
|
)
|
|
(2,027
|
)
|
||
Accounts payable
|
(707
|
)
|
|
7,664
|
|
||
Accrued liabilities and customer deposits
|
1,515
|
|
|
5,269
|
|
||
Deferred profit
|
(1,440
|
)
|
|
(643
|
)
|
||
Net cash used in operating activities
|
(6,387
|
)
|
|
(2,991
|
)
|
||
Investing Activities
|
|
|
|
||||
Purchases of property, plant and equipment
|
(192
|
)
|
|
(125
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
8,595
|
|
||
Proceeds from partial sale of subsidiary
|
7,012
|
|
|
—
|
|
||
Proceeds from sale of other assets
|
4,884
|
|
|
—
|
|
||
Net cash provided by investing activities
|
11,704
|
|
|
8,470
|
|
||
Financing Activities
|
|
|
|
||||
Proceeds from the exercise of stock options
|
30
|
|
|
55
|
|
||
Payments on long-term debt
|
(259
|
)
|
|
(121
|
)
|
||
Borrowings on long-term debt
|
830
|
|
|
335
|
|
||
Net cash provided by financing activities
|
601
|
|
|
269
|
|
||
Effect of Exchange Rate Changes on Cash
|
48
|
|
|
(508
|
)
|
||
Net Increase in Cash and Cash Equivalents
|
5,966
|
|
|
5,240
|
|
||
Cash and Cash Equivalents, Beginning of Period
|
25,852
|
|
|
27,367
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
31,818
|
|
|
$
|
32,607
|
|
|
|
|
|
||||
Supplemental Cash Flow Information:
|
|
|
|
||||
Cash paid for interest
|
$
|
176
|
|
|
$
|
58
|
|
Issuance of common stock for acquisitions
|
$
|
—
|
|
|
$
|
26,625
|
|
1.
|
Summary of Significant Accounting Policies
|
1.
|
For the Company's equipment business, transactions where legal title passes to the customer upon shipment, revenue is recognized upon shipment for those products where the customer’s defined specifications have been met with at least
two
similarly configured systems and processes for a comparably situated customer. Selling prices may include both equipment and services, i.e., installation and start-up services performed by our service technicians. The equipment and services are multiple deliverables. Certain equipment that has a positive track record of successful installation and customer acceptance are considered to be routine systems. Revenue recognition upon delivery of such equipment that has been routinely installed and accepted is equal to the total selling price minus the relative selling price of the undelivered services.
|
2.
|
For products where the customer’s defined specifications have not been met with at least two similarly configured systems and processes, the revenue and directly related costs are deferred at the time of shipment and later recognized at the time of customer acceptance or when this criterion has been met. On occasion, the Company has experienced longer than expected delays in receiving cash from certain customers pending final installation or system acceptance. If some customers refuse to pay the final payment, or otherwise delay final acceptance or installation, the deferred revenue would not be recognized, adversely affecting future cash flows and operating results.
|
3.
|
Sales of certain equipment, spare parts and consumables are recognized upon shipment, as there are no post shipment obligations other than standard warranties.
|
4.
|
Service revenue is recognized upon performance of the services requested by the customer. Revenue related to service contracts is recognized ratably over the period of the contract or in accordance with the terms of the contract, which generally coincides with the performance of the services requested by the customer.
|
|
March 31,
2016 |
|
September 30,
2015 |
||||
|
(dollars in thousands)
|
||||||
Deferred revenues
|
$
|
5,746
|
|
|
$
|
7,280
|
|
Deferred costs
|
2,315
|
|
|
2,407
|
|
||
Deferred profit
|
$
|
3,431
|
|
|
$
|
4,873
|
|
|
March 31,
2016 |
|
September 30,
2015 |
||||
|
(dollars in thousands)
|
||||||
Purchased parts and raw materials
|
$
|
10,707
|
|
|
$
|
11,587
|
|
Work-in-process
|
6,797
|
|
|
5,089
|
|
||
Finished goods
|
6,550
|
|
|
6,653
|
|
||
|
$
|
24,054
|
|
|
$
|
23,329
|
|
|
March 31,
2016 |
|
September 30,
2015 |
||||
|
(dollars in thousands)
|
||||||
Land, building and leasehold improvements
|
$
|
18,266
|
|
|
$
|
18,095
|
|
Equipment and machinery
|
9,831
|
|
|
9,709
|
|
||
Furniture and fixtures
|
5,482
|
|
|
5,465
|
|
||
|
33,579
|
|
|
33,269
|
|
||
Accumulated depreciation and amortization
|
(16,683
|
)
|
|
(15,508
|
)
|
||
|
$
|
16,896
|
|
|
$
|
17,761
|
|
|
Solar
|
|
Semiconductor
|
|
Polishing
|
|
Total
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Goodwill
|
$
|
6,617
|
|
|
$
|
4,463
|
|
|
$
|
728
|
|
|
$
|
11,808
|
|
Accumulated impairment losses
|
(1,273
|
)
|
|
—
|
|
|
—
|
|
|
(1,273
|
)
|
||||
Carrying value at September 30, 2015
|
5,344
|
|
|
4,463
|
|
|
728
|
|
|
10,535
|
|
||||
Goodwill recognized due to acquisitions
|
—
|
|
|
600
|
|
|
—
|
|
|
600
|
|
||||
Net foreign exchange differences
|
53
|
|
|
—
|
|
|
—
|
|
|
53
|
|
||||
Carrying value at March 31, 2016
|
$
|
5,397
|
|
|
$
|
5,063
|
|
|
$
|
728
|
|
|
$
|
11,188
|
|
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
6,685
|
|
|
$
|
5,063
|
|
|
$
|
728
|
|
|
$
|
12,476
|
|
Accumulated impairment losses
|
(1,288
|
)
|
|
—
|
|
|
—
|
|
|
(1,288
|
)
|
||||
Carrying value at March 31, 2016
|
$
|
5,397
|
|
|
$
|
5,063
|
|
|
$
|
728
|
|
|
$
|
11,188
|
|
|
Useful Life
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
||||||||||||
|
|
|
March 31, 2016
|
|
September 30, 2015
|
||||||||||||||||
|
|
|
(dollars in thousands)
|
||||||||||||||||||
Customer lists
|
10 years
|
|
$
|
2,441
|
|
$
|
(884
|
)
|
$
|
1,557
|
|
|
$
|
2,434
|
|
$
|
(808
|
)
|
$
|
1,626
|
|
Technology
|
5-10 years
|
|
3,255
|
|
(1,649
|
)
|
1,606
|
|
|
3,223
|
|
(1,368
|
)
|
1,855
|
|
||||||
Trade names
|
10-15 years
|
|
1,458
|
|
(125
|
)
|
1,333
|
|
|
1,456
|
|
(72
|
)
|
1,384
|
|
||||||
Other
|
2-10 years
|
|
301
|
|
(229
|
)
|
72
|
|
|
278
|
|
(204
|
)
|
74
|
|
||||||
|
|
|
$
|
7,455
|
|
$
|
(2,887
|
)
|
$
|
4,568
|
|
|
$
|
7,391
|
|
$
|
(2,452
|
)
|
$
|
4,939
|
|
|
Six Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(dollars in thousands)
|
||||||
Beginning balance
|
$
|
793
|
|
|
$
|
628
|
|
Warranty - merger
|
—
|
|
|
806
|
|
||
Additions for warranties issued during the period
|
430
|
|
|
211
|
|
||
Reductions in the liability for payments made under the warranty
|
(382
|
)
|
|
$
|
(673
|
)
|
|
Changes related to pre-existing warranties
|
3
|
|
|
180
|
|
||
Currency translation adjustment
|
15
|
|
|
$
|
(102
|
)
|
|
Ending balance
|
$
|
859
|
|
|
$
|
1,050
|
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(dollars in thousands)
|
|
|
|
|
||||||||||
Effect on income before income taxes (1)
|
$
|
(366
|
)
|
|
$
|
(336
|
)
|
|
$
|
(708
|
)
|
|
$
|
(568
|
)
|
Effect on income taxes
|
51
|
|
|
58
|
|
|
98
|
|
|
95
|
|
||||
Effect on net income
|
$
|
(315
|
)
|
|
$
|
(278
|
)
|
|
$
|
(610
|
)
|
|
$
|
(473
|
)
|
(1)
|
Stock-based compensation expense is included in selling, general and administrative expenses.
|
|
Six Months Ended March 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
||||||||
Outstanding at beginning of period
|
1,627,477
|
|
|
$
|
9.11
|
|
|
1,063,324
|
|
|
$
|
7.37
|
|
||
Granted
|
350,075
|
|
|
5.25
|
|
|
327,500
|
|
|
9.74
|
|
||||
Assumed - merger
|
—
|
|
|
—
|
|
|
367,229
|
|
|
14.19
|
|
||||
Exercised
|
(9,188
|
)
|
|
3.27
|
|
|
(11,289
|
)
|
|
4.91
|
|
||||
Forfeited
|
(62,116
|
)
|
|
13.87
|
|
|
(641
|
)
|
|
9.08
|
|
||||
Outstanding at end of period
|
1,906,248
|
|
|
$
|
8.29
|
|
|
1,746,123
|
|
|
$
|
9.26
|
|
||
|
|
|
|
|
|
|
|
||||||||
Exercisable at end of period
|
1,170,018
|
|
|
$
|
9.16
|
|
|
1,102,682
|
|
|
$
|
9.90
|
|
||
Weighted average fair value of options
granted during the period
|
$
|
3.04
|
|
|
|
|
$
|
5.91
|
|
|
|
|
Six Months Ended March 31,
|
||
|
2016
|
|
2015
|
Risk free interest rate
|
2%
|
|
2%
|
Expected life
|
6 years
|
|
6 years
|
Dividend rate
|
0%
|
|
0%
|
Volatility
|
63%
|
|
67%
|
|
Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
|
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
Beginning Outstanding
|
13,540
|
|
|
$
|
7.98
|
|
|
35,203
|
|
|
$
|
10.13
|
|
Released
|
(13,540
|
)
|
|
7.98
|
|
|
(21,663
|
)
|
|
11.47
|
|
||
Ending Outstanding
|
—
|
|
|
$
|
—
|
|
|
13,540
|
|
|
$
|
7.98
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
March 31,
2016 |
|
March 31,
2015 |
|
March 31,
2016 |
|
March 31,
2015 |
||||||||
|
(dollars in thousands)
|
|
(dollars in thousands)
|
||||||||||||
Research, development and engineering
|
$
|
2,525
|
|
|
$
|
3,540
|
|
|
$
|
5,139
|
|
|
$
|
6,113
|
|
Grants earned
|
(365
|
)
|
|
(2,790
|
)
|
|
(692
|
)
|
|
(3,527
|
)
|
||||
Net research, development and engineering
|
$
|
2,160
|
|
|
$
|
750
|
|
|
$
|
4,447
|
|
|
$
|
2,586
|
|
2.
|
Income Taxes
|
3.
|
Earnings Per Share
|
|
Three Months Ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(in thousands, except per share amounts)
|
|
(in thousands, except per share amounts)
|
||||||||||||
Basic Loss Per Share Computation
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Amtech Systems, Inc.
|
$
|
(1,499
|
)
|
|
$
|
(2,321
|
)
|
|
$
|
(5,513
|
)
|
|
$
|
(7,515
|
)
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Common stock
|
13,169
|
|
|
11,997
|
|
|
13,161
|
|
|
10,914
|
|
||||
Basic loss per share attributable to Amtech shareholders
|
$
|
(0.11
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.69
|
)
|
Diluted Loss Per Share Computation
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to Amtech Systems, Inc.
|
$
|
(1,499
|
)
|
|
$
|
(2,321
|
)
|
|
$
|
(5,513
|
)
|
|
$
|
(7,515
|
)
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Common stock
|
13,169
|
|
|
11,997
|
|
|
13,161
|
|
|
10,914
|
|
||||
Diluted shares
|
13,169
|
|
|
11,997
|
|
|
13,161
|
|
|
10,914
|
|
||||
Diluted loss per share attributable to Amtech shareholders
|
$
|
(0.11
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.69
|
)
|
(1)
|
The number of common stock equivalents is calculated using the treasury stock method and the average market price during the period.
|
5.
|
Business Segment Information
|
|
Three Months ended March 31,
|
|
Six Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Net Revenues:
|
|
|
|
|
|
|
|
||||||||
Solar (1)
|
$
|
9,801
|
|
|
$
|
9,463
|
|
|
$
|
19,344
|
|
|
$
|
17,749
|
|
Semiconductor
|
10,507
|
|
|
12,088
|
|
|
21,206
|
|
|
12,820
|
|
||||
Polishing
|
2,175
|
|
|
2,722
|
|
|
4,007
|
|
|
6,100
|
|
||||
|
$
|
22,483
|
|
|
$
|
24,273
|
|
|
$
|
44,557
|
|
|
$
|
36,669
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
Solar (1)
|
$
|
(2,266
|
)
|
|
$
|
(724
|
)
|
|
$
|
(4,130
|
)
|
|
$
|
(3,219
|
)
|
Semiconductor
|
(119
|
)
|
|
730
|
|
|
(279
|
)
|
|
630
|
|
||||
Polishing
|
386
|
|
|
601
|
|
|
555
|
|
|
1,343
|
|
||||
Non-segment related
|
(1,608
|
)
|
|
(2,543
|
)
|
|
(3,681
|
)
|
|
(5,482
|
)
|
||||
|
$
|
(3,607
|
)
|
|
$
|
(1,936
|
)
|
|
$
|
(7,535
|
)
|
|
$
|
(6,728
|
)
|
|
March 31,
2016 |
|
September 30,
2015 |
||||
|
(dollars in thousands)
|
||||||
Identifiable Assets:
|
|
|
|
||||
Solar
|
$
|
46,778
|
|
|
$
|
45,717
|
|
Semiconductor
|
46,640
|
|
|
46,912
|
|
||
Polishing
|
5,714
|
|
|
5,793
|
|
||
Non-segment related
|
23,596
|
|
|
27,034
|
|
||
|
$
|
122,728
|
|
|
$
|
125,456
|
|
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
|
|
Six Months Ended
|
||||||||
|
March 31,
2016 |
|
March 31,
2015 |
|
March 31,
2016 |
|
March 31,
2015 |
||||
Net revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Cost of sales
|
73
|
%
|
|
72
|
%
|
|
73
|
%
|
|
72
|
%
|
Gross margin
|
27
|
%
|
|
28
|
%
|
|
27
|
%
|
|
28
|
%
|
Selling, general and administrative
|
33
|
%
|
|
33
|
%
|
|
34
|
%
|
|
39
|
%
|
Research, development and engineering
|
10
|
%
|
|
3
|
%
|
|
10
|
%
|
|
7
|
%
|
Operating loss
|
(16
|
)%
|
|
(8
|
)%
|
|
(17
|
)%
|
|
(18
|
)%
|
Gain on sale of other assets
|
11
|
%
|
|
0
|
%
|
|
6
|
%
|
|
0
|
%
|
Income from equity method investment
|
3
|
%
|
|
0
|
%
|
|
2
|
%
|
|
0
|
%
|
Interest expense and other income, net
|
0
|
%
|
|
(1
|
)%
|
|
1
|
%
|
|
0
|
%
|
Loss before income taxes
|
(2
|
)%
|
|
(9
|
)%
|
|
(10
|
)%
|
|
(18
|
)%
|
Income taxes provision
|
7
|
%
|
|
1
|
%
|
|
4
|
%
|
|
1
|
%
|
Net loss
|
(9
|
)%
|
|
(10
|
)%
|
|
(14
|
)%
|
|
(19
|
)%
|
Add: net loss (income) attributable to noncontrolling interest
|
2
|
%
|
|
0
|
%
|
|
2
|
%
|
|
(1
|
)%
|
Net loss attributable to Amtech Systems, Inc.
|
(7
|
)%
|
|
(10
|
)%
|
|
(12
|
)%
|
|
(20
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
||||||||||||||||||
Segment
|
2016
|
|
2015
|
|
Incr (Decr)
|
|
% Change
|
|
2016
|
|
2015
|
|
Incr (Decr)
|
|
% Change
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Solar
|
$
|
9,801
|
|
|
$
|
9,463
|
|
|
$
|
338
|
|
|
4
|
%
|
|
$
|
19,344
|
|
|
$
|
17,749
|
|
|
$
|
1,595
|
|
|
9
|
%
|
Semiconductor
|
10,507
|
|
|
12,088
|
|
|
(1,581
|
)
|
|
(13
|
)%
|
|
21,206
|
|
|
12,820
|
|
|
8,386
|
|
|
65
|
%
|
||||||
Polishing
|
2,175
|
|
|
2,722
|
|
|
(547
|
)
|
|
(20
|
)%
|
|
4,007
|
|
|
6,100
|
|
|
(2,093
|
)
|
|
(34
|
)%
|
||||||
Total net revenue
|
$
|
22,483
|
|
|
$
|
24,273
|
|
|
$
|
(1,790
|
)
|
|
(7
|
)%
|
|
$
|
44,557
|
|
|
$
|
36,669
|
|
|
$
|
7,888
|
|
|
22
|
%
|
|
Three Months ended March 31,
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
||||||||||||||||||
Segment
|
2016
|
|
2015
|
|
Incr (Decr)
|
|
% Change
|
|
2016
|
|
2015
|
|
Incr (Decr)
|
|
% Change
|
||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Solar
|
$
|
1,420
|
|
|
$
|
1,723
|
|
|
$
|
(303
|
)
|
|
(18
|
)%
|
|
$
|
3,168
|
|
|
$
|
3,760
|
|
|
$
|
(592
|
)
|
|
(16
|
)%
|
Semiconductor
|
3,882
|
|
|
4,147
|
|
|
(265
|
)
|
|
(6
|
)%
|
|
7,624
|
|
|
4,330
|
|
|
3,294
|
|
|
76
|
%
|
||||||
Polishing
|
699
|
|
|
1,019
|
|
|
(320
|
)
|
|
(31
|
)%
|
|
1,164
|
|
|
2,227
|
|
|
(1,063
|
)
|
|
(48
|
)%
|
||||||
Total gross profit
|
$
|
6,001
|
|
|
$
|
6,889
|
|
|
$
|
(888
|
)
|
|
(13
|
)%
|
|
$
|
11,956
|
|
|
$
|
10,317
|
|
|
$
|
1,639
|
|
|
16
|
%
|
|
Three Months ended March 31,
|
|
|
|
|
|
Six Months Ended March 31,
|
|
|
|
|
||||||||||||||||||
|
2016
|
|
2015
|
|
Incr.
(Decr.)
|
|
% change
|
|
2016
|
|
2015
|
|
Incr.
(Decr.)
|
|
% change
|
||||||||||||||
|
(dollars in thousands)
|
|
|
|
|
|
(dollars in thousands)
|
|
|
|
|
||||||||||||||||||
Research, development and engineering
|
$
|
2,525
|
|
|
$
|
3,540
|
|
|
$
|
(1,015
|
)
|
|
(29
|
)%
|
|
$
|
5,139
|
|
|
$
|
6,113
|
|
|
$
|
(974
|
)
|
|
(16
|
)%
|
Grants earned
|
(365
|
)
|
|
(2,790
|
)
|
|
2,425
|
|
|
(87
|
)%
|
|
(692
|
)
|
|
(3,527
|
)
|
|
2,835
|
|
|
(80
|
)%
|
||||||
Net research, development and engineering
|
$
|
2,160
|
|
|
$
|
750
|
|
|
$
|
1,410
|
|
|
188
|
%
|
|
$
|
4,447
|
|
|
$
|
2,586
|
|
|
$
|
1,861
|
|
|
72
|
%
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
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Item 1.
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Legal Proceedings
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Item 1A.
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Risk Factors
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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Item 3.
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Defaults Upon Senior Securities
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Item 4.
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Mine Safety Disclosures
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Item 5.
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Other Information
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Item 6.
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Exhibits
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10.1
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Second Amendment to Employment Agreement, dated March 10, 2016, by and between the Amtech Systems, Inc. and Bradley C. Anderson
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*
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10.2
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Key Terms for Robert Hass Employment Agreement, dated February 22, 2016, by and between the Amtech Systems, Inc. and Robert T. Hass
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*
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31.1
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Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
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*
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31.2
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Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as Amended
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*
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32.1
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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
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*
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32.2
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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
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*
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101.INS
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XBRL Instance Document
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*
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101.SCH
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XBRL Taxonomy Extension Schema Document
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*
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101.PRE
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Taxonomy Presentation Linkbase Document
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*
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101.CAL
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XBRL Taxonomy Calculation Linkbase Document
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*
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101.LAB
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XBRL Taxonomy Label Linkbase Document
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*
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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*
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*
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Filed herewith.
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By
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/s/ Robert T. Hass
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Dated:
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May 5, 2016
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Robert T. Hass
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Vice President & Interim Chief Financial Officer
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(Principal Financial Officer & Principal Accounting Officer)
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1.
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The term “Executive” is replaced with the term “Employee” throughout the Agreement.
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Effective Date
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April 1, 2016
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Salary
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$170,000, based on a 5-day week. Flexible work week of 3-5 days/week, with salary paid on a prorate basis.
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Car Allowance
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$7,000 per year
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Vacation Accrual
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daily accrual based on actual days worked each period and 3 weeks/year
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401(k) Match
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same as other employees, except paid as additional compensation.
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Change in control agreement
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Comparable to one prior to July 2013
- 1 year salary
- prorated incentive compensation
- full vesting of options & restricted stock
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Paid holidays, sick days, bereavement days, family leave
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Based on company policies
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Group Medical and Group Insurance
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Same as other employees
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Group Dental, Life and Disability Insurance
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Same as other employees
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Group Disability Insurance
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Same as other employees
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Cafeteria 125 Plan and Health Savings Account
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Same as other employees
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Eligible for bonuses, stock options, and restricted stock in amounts
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To be determined by the company
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Expense reimbursement
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Same as company’s policy
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Severance
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Determined by company, but no less than the company’s past practice for middle managers
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Employment at will of employer.
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Amtech Systems, Inc. (the “registrant”),
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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By
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/s/ Fokko Pentinga
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Fokko Pentinga
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President and Chief Executive Officer
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Amtech Systems, Inc.
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Date:
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May 5, 2016
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1.
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I have reviewed this Quarterly Report on Form 10-Q of Amtech Systems, Inc. (the “registrant”),
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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By
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/s/ Robert T. Hass
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Robert T. Hass
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Vice President & Interim Chief Financial Officer
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(Principal Financial Officer & Principal Accounting Officer)
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Amtech Systems, Inc.
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Date:
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May 5, 2016
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By
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/s/ Fokko Pentinga
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Fokko Pentinga
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President and Chief Executive Officer
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Amtech Systems, Inc.
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Date:
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May 5, 2016
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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By
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/s/ Robert T. Hass
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Robert T. Hass
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Vice President & Interim Chief Financial Officer
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(Principal Financial Officer & Principal Accounting Officer)
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Amtech Systems, Inc.
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Date:
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May 5, 2016
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