Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Mar. 31, 2015 | 1-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AMTECH SYSTEMS INC | |
Entity Central Index Key | 720500 | |
Current Fiscal Year End Date | -21 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 13,072,214 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Current Assets | ||
Cash and cash equivalents | $32,607 | $27,367 |
Restricted cash | 1,584 | 2,380 |
Accounts receivable | ||
Trade (less allowance for doubtful accounts of $3,423 and $2,846 at March 31, 2015, and September 30, 2014, respectively) | 17,312 | 8,896 |
Unbilled and other | 9,450 | 6,880 |
Inventories | 33,057 | 16,760 |
Deferred income taxes | 1,650 | 1,060 |
Other | 6,637 | 2,082 |
Total current assets | 102,297 | 65,425 |
Property, Plant and Equipment - Net | 20,179 | 9,752 |
Deferred Income Taxes - Long Term | 120 | 1,300 |
Intangible Assets - Net | 5,378 | 2,678 |
Goodwill | 14,596 | 8,323 |
Other Assets - Long Term | 3,212 | 2,426 |
Total Assets | 145,782 | 89,904 |
Current Liabilities | ||
Accounts payable | 22,517 | 6,003 |
Current maturities of long-term debt | 670 | 0 |
Accrued compensation and related taxes | 6,574 | 4,269 |
Accrued warranty expense | 1,051 | 628 |
Deferred profit | 5,497 | 6,908 |
Customer deposits | 11,894 | 4,992 |
Other accrued liabilities | 7,426 | 5,346 |
Income taxes payable | 4,090 | 4,990 |
Total current liabilities | 59,719 | 33,136 |
Long-term Debt | 8,548 | 0 |
Income Taxes Payable - Long-Term | 5,140 | 3,180 |
Deferred Income Taxes - Long-Term | 250 | 0 |
Total liabilities | 73,657 | 36,316 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock; 100,000,000 shares authorized; none issued | 0 | 0 |
Common stock; $0.01 par value; 100,000,000 shares authorized; shares issued and outstanding: 13,067,057 and 9,848,253 at March 31, 2015, and September 30, 2014, respectively | 131 | 98 |
Additional paid-in capital | 109,100 | 81,884 |
Accumulated other comprehensive loss | -8,992 | -5,790 |
Retained deficit | -28,566 | -21,051 |
Total stockholders' equity | 71,673 | 55,141 |
Noncontrolling interest | 452 | -1,553 |
Total equity | 72,125 | 53,588 |
Total Liabilities and Stockholders' Equity | $145,782 | $89,904 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Current Assets | ||
Allowance for doubtful accounts | $3,423 | $2,846 |
Stockholders' Equity | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,067,057 | 9,848,253 |
Common stock, shares outstanding | 13,067,057 | 9,848,253 |
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Income Statement [Abstract] | ||||
Revenues, net of returns and allowances | $24,273 | $12,717 | $36,669 | $27,488 |
Cost of sales | 17,384 | 9,819 | 26,352 | 20,055 |
Gross profit | 6,889 | 2,898 | 10,317 | 7,433 |
Selling, general and administrative | 8,075 | 5,277 | 14,459 | 9,402 |
Research, development and engineering | 750 | 2,155 | 2,586 | 3,044 |
Operating loss | -1,936 | -4,534 | -6,728 | -5,013 |
Interest and other income, net | -217 | -20 | -120 | 87 |
Loss before income taxes | -2,153 | -4,554 | -6,848 | -4,926 |
Income tax provision | 170 | 0 | 350 | 560 |
Net loss | -2,323 | -4,554 | -7,198 | -5,486 |
Add: net loss (income) attributable to noncontrolling interest | 2 | 803 | -317 | 941 |
Net loss attributable to Amtech Systems, Inc. | ($2,321) | ($3,751) | ($7,515) | ($4,545) |
Loss Per Share: | ||||
Basic loss per share attributable to Amtech shareholders (dollars per share) | ($0.19) | ($0.39) | ($0.69) | ($0.47) |
Weighted average shares outstanding (in shares) | 11,997 | 9,679 | 10,914 | 9,619 |
Diluted loss per share attributable to Amtech shareholders (dollars per share) | ($0.19) | ($0.39) | ($0.69) | ($0.47) |
Weighted average shares outstanding (in shares) | 11,997 | 9,679 | 10,914 | 9,619 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | ($2,323) | ($4,554) | ($7,198) | ($5,486) |
Foreign currency translation adjustment | -2,322 | 36 | -3,380 | 741 |
Comprehensive loss | -4,645 | -4,518 | -10,578 | -4,745 |
Comprehensive (income) loss attributable to noncontrolling interest | 175 | 762 | -138 | 923 |
Comprehensive loss attributable to Amtech Systems, Inc. | ($4,470) | ($3,756) | ($10,716) | ($3,822) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating Activities | ||
Net loss | ($7,198) | ($5,486) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,641 | 1,206 |
Write-down of inventory | 81 | 93 |
Deferred income taxes | -901 | 0 |
Non-cash share based compensation expense | 568 | 373 |
Provision for (reversal of) allowance for doubtful accounts | -281 | 1,408 |
Changes in operating assets and liabilities: | ||
Restricted cash | 844 | 2,846 |
Accounts receivable | -1,406 | -9,646 |
Inventories | -7,482 | 4,860 |
Income taxes refundable and payable, net | -922 | 5,849 |
Prepaid expenses and other assets | -2,027 | 716 |
Accounts payable | 7,664 | 456 |
Accrued liabilities and customer deposits | 5,269 | -8,799 |
Deferred profit | -643 | 4,234 |
Net cash used in operating activities | -2,991 | -1,890 |
Investing Activities | ||
Purchases of property, plant and equipment | -125 | -214 |
Net cash provided by (used in) investing activities | 8,595 | 0 |
Net cash provided by (used in) investing activities | 8,470 | -214 |
Financing Activities | ||
Proceeds from the exercise of stock options | 55 | 1,116 |
Payments on long-term debt | -121 | 0 |
Borrowings on long-term debt | 335 | 0 |
Excess tax benefit of stock options | 0 | 100 |
Net cash provided by financing activities | 269 | 1,216 |
Effect of Exchange Rate Changes on Cash | -508 | 341 |
Net Increase (Decrease) in Cash and Cash Equivalents | 5,240 | -547 |
Cash and Cash Equivalents, Beginning of Period | 27,367 | 37,197 |
Cash and Cash Equivalents, End of Period | 32,607 | 36,650 |
Supplemental Cash Flow Information: | ||
Income tax refunds | 0 | 5,471 |
Issuance of common stock for acquisitions | $26,625 | $0 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended | |||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||
Basis of Presentation | Basis of Presentation | |||||||||||||||||||||
Nature of Operations and Basis of Presentation – Amtech Systems, Inc. (the “Company” or "Amtech") is a global supplier of advanced thermal processing equipment to the solar, semiconductor, electronics and LED manufacturing markets, and includes diffusion, atomic layer deposition ("ALD") and plasma-enhanced chemical vapor deposition ("PECVD") systems, ion implanters and solder reflow systems. The Company also supplies wafer handling automation and polishing equipment and related consumable products. The Company sells these products worldwide, particularly in Asia, the United States and Europe. | ||||||||||||||||||||||
The Company serves markets in industries that are experiencing rapid technological advances and which historically have been very cyclical. Therefore, future profitability and growth depend on the Company’s ability to develop or acquire and market profitable new products and on its ability to adapt to cyclical trends. | ||||||||||||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and consequently do not include all disclosures normally required by accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly our financial position, results of operations and cash flows. Certain information and note disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014. | ||||||||||||||||||||||
The consolidated results of operations for the three and six months ended March 31, 2015, are not necessarily indicative of the results to be expected for the full fiscal year. | ||||||||||||||||||||||
Principles of Consolidation – The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and subsidiaries in which it has a controlling interest. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company's equity. All material intercompany accounts and transactions have been eliminated in consolidation. | ||||||||||||||||||||||
Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||||||||||
Revenue Recognition - We review product and service sales contracts with multiple deliverables to determine if separate units of accounting are present. Where separate units of accounting exist, revenue allocated to delivered items is the lower of the relative selling price of the delivered items in the sales arrangement or the portion of the selling price that is not contingent upon performance of the service. | ||||||||||||||||||||||
We recognize revenue when persuasive evidence of an arrangement exists; the product has been delivered and title has transferred, or services have been rendered; and the seller’s price to the buyer is fixed or determinable and collectability is reasonably assured. For us, this policy generally results in revenue recognition at the following points: | ||||||||||||||||||||||
1 | For our equipment business, transactions where legal title passes to the customer upon shipment, we recognize revenue 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. Our 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. Our recognition of revenue upon delivery of equipment is limited to the lesser of (i) the total selling price minus the relative selling price of the undelivered services or (ii) the non-contingent amount. Since we defer only those costs directly related to installation or other unit of accounting not yet delivered and the portion of the contract price is often considerably greater than the relative selling price of those items, our policy at times will result in deferral of profit that is disproportionate in relation to the deferred revenue. When this is the case, the gross margin recognized in one period will be lower and the gross margin reported in a subsequent period will improve. | |||||||||||||||||||||
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. We have, on occasion, experienced longer than expected delays in receiving cash from certain customers pending final installation or system acceptance. If some of our customers refuse to pay the final payment, or otherwise delay final acceptance or installation, the deferred revenue would not be recognized, adversely affecting our 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. | |||||||||||||||||||||
Deferred Profit – Revenue deferred pursuant to the Company’s revenue recognition policy, net of the related deferred costs, if any, is recorded as deferred profit in current liabilities. The components of deferred profit are as follows: | ||||||||||||||||||||||
March 31, | September 30, | |||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Deferred revenues | $ | 8,338 | $ | 8,118 | ||||||||||||||||||
Deferred costs | 2,841 | 1,210 | ||||||||||||||||||||
Deferred profit | $ | 5,497 | $ | 6,908 | ||||||||||||||||||
Concentrations of Credit Risk – Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of trade accounts receivable and cash. The Company’s customers, located throughout the world, consist of manufacturers of solar cells, semiconductors, semiconductor wafers, light-emitting diodes (LEDs) and micro-electro-mechanical systems (MEMS). Credit risk is managed by performing ongoing credit evaluations of the customers’ financial condition, by requiring significant deposits where appropriate, and by actively monitoring collections. Letters of credit are required of certain customers depending on the size of the order, type of customer or its creditworthiness, and its country of domicile. Reserves for potentially uncollectible receivables are maintained based on an assessment of collectability. | ||||||||||||||||||||||
The Company maintains its cash, cash equivalents and restricted cash in multiple financial institutions. Balances in the United States (approximately 60% of total cash balances) are primarily invested in U.S. Treasuries or are in financial institutions insured by the Federal Deposit Insurance Corporation (FDIC). The remainder of the Company’s cash is maintained in banks in The Netherlands, France, China, and other foreign jurisdictions that are uninsured. | ||||||||||||||||||||||
As of March 31, 2015, one customer accounted for 12% of accounts receivable. | ||||||||||||||||||||||
Restricted Cash – Restricted cash is $1.6 million and $2.4 million as of March 31, 2015, and September 30, 2014, respectively. The balance includes collateral for bank guarantees required by certain customers from whom deposits have been received in advance of shipment and cash received from research and development grants related to our ion implant technology to be used for research and development projects. | ||||||||||||||||||||||
Accounts Receivable - Unbilled and Other – Unbilled and other accounts receivable consist mainly of the contingent portion of the sales price that is not collectible until successful installation of the product. These amounts are generally billed upon final customer acceptance. For the majority of these amounts, a liability has been accrued in deferred profit. | ||||||||||||||||||||||
Inventories – Inventories are stated at the lower of cost or net realizable value. Approximately 50% and 70% of inventory is valued on an average cost basis with the remainder determined on a first-in, first-out (FIFO) basis at March 31, 2015, and September 30, 2014, respectively. The components of inventories are as follows: | ||||||||||||||||||||||
March 31, | September 30, | |||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Purchased parts and raw materials | $ | 14,410 | $ | 8,797 | ||||||||||||||||||
Work-in-process | 11,111 | 4,809 | ||||||||||||||||||||
Finished goods | 7,536 | 3,154 | ||||||||||||||||||||
$ | 33,057 | $ | 16,760 | |||||||||||||||||||
Property, Plant and Equipment – Property, plant and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred. The cost of property retired or sold and the related accumulated depreciation are removed from the applicable accounts when disposition occurs and any gain or loss is recognized. Depreciation is computed using the straight-line method. Useful lives for equipment, machinery and leasehold improvements range from three to seven years; for furniture and fixtures from five to ten years; and for buildings 20-25 years. | ||||||||||||||||||||||
The following is a summary of property, plant and equipment: | ||||||||||||||||||||||
March 31, | September 30, | |||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Land, building and leasehold improvements | $ | 18,022 | $ | 10,414 | ||||||||||||||||||
Equipment and machinery | 11,320 | 8,189 | ||||||||||||||||||||
Furniture and fixtures | 5,189 | 5,453 | ||||||||||||||||||||
34,531 | 24,056 | |||||||||||||||||||||
Accumulated depreciation | (14,352 | ) | (14,304 | ) | ||||||||||||||||||
$ | 20,179 | $ | 9,752 | |||||||||||||||||||
Goodwill - Goodwill is not subject to amortization and is reviewed for impairment on an annual basis, typically at the end of the fiscal year, or more frequently if circumstances dictate. | ||||||||||||||||||||||
The following is a summary of activity in goodwill: | ||||||||||||||||||||||
Solar | Semiconductor | Polishing | Total | |||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Gross goodwill | $ | 12,315 | $ | — | $ | 728 | $ | 13,043 | ||||||||||||||
Accumulated impairment losses | (4,720 | ) | — | — | (4,720 | ) | ||||||||||||||||
Carrying value at September 30, 2014 | 7,595 | — | 728 | 8,323 | ||||||||||||||||||
Goodwill recognized due to acquisitions | 2,272 | 4,347 | — | 6,619 | ||||||||||||||||||
Net exchange differences | (346 | ) | — | — | (346 | ) | ||||||||||||||||
Carrying value at March 31, 2015 | $ | 9,521 | $ | 4,347 | $ | 728 | $ | 14,596 | ||||||||||||||
Goodwill | $ | 14,030 | $ | 4,347 | $ | 728 | $ | 19,105 | ||||||||||||||
Accumulated impairment losses | (4,509 | ) | — | — | (4,509 | ) | ||||||||||||||||
Carrying value at March 31, 2015 | $ | 9,521 | $ | 4,347 | $ | 728 | $ | 14,596 | ||||||||||||||
Intangibles – Intangible assets are capitalized and amortized over their useful life if the life is determinable. If the life is not determinable, amortization is not recorded. On December 24, 2014, the Company acquired a 51% controlling interest in SoLayTec, B.V. (“SoLayTec”). The intangible assets of SoLayTec total $2.2 million and are included in "Other" in the table below. The fair value of the intangible assets, the allocation and the amortization period are still being evaluated by the Company. On January 30, 2015, the Company completed its merger with BTU International, Inc. ("BTU"). The intangible assets of BTU total $1.3 million, and are included in "Trade Names" in the table below. See Note 9, “Acquisitions,” for more information regarding the acquisition of SoLayTec and the merger with BTU. | ||||||||||||||||||||||
The following is a summary of intangibles: | ||||||||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||
31-Mar-15 | 30-Sep-14 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Non-compete agreements | 4-8 years | $ | 1,032 | $ | (1,032 | ) | $ | — | $ | 1,055 | $ | (955 | ) | $ | 100 | |||||||
Customer lists | 10 years | 699 | (568 | ) | 131 | 817 | (592 | ) | 225 | |||||||||||||
Technology | 5-10 years | 2,085 | (1,734 | ) | 351 | 2,319 | (1,682 | ) | 637 | |||||||||||||
In-process research and development | 5 years | 1,600 | (187 | ) | 1,413 | 1,600 | (27 | ) | 1,573 | |||||||||||||
Trade names | 15 years | 1,330 | (18 | ) | 1,312 | — | — | — | ||||||||||||||
Other | 2-12 years | 2,429 | (258 | ) | 2,171 | 321 | (178 | ) | 143 | |||||||||||||
$ | 9,175 | $ | (3,797 | ) | $ | 5,378 | $ | 6,112 | $ | (3,434 | ) | $ | 2,678 | |||||||||
Long-lived assets - Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | ||||||||||||||||||||||
Warranty – A limited warranty is provided free of charge, generally for periods of 12 to 24 months, for all purchases of the Company’s new products and systems. Accruals are recorded for estimated warranty costs at the time revenue is recognized. | ||||||||||||||||||||||
The following is a summary of activity in accrued warranty expense: | ||||||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Beginning balance | $ | 628 | $ | 1,454 | ||||||||||||||||||
Warranty expenditures | (368 | ) | (496 | ) | ||||||||||||||||||
Warranty provisions/(adjustment) | 791 | (200 | ) | |||||||||||||||||||
Ending balance | $ | 1,051 | $ | 758 | ||||||||||||||||||
Stock-Based Compensation - The Company measures compensation costs relating to share-based payment transactions based upon the grant date fair value of the award. Those costs are recognized as expense over the requisite service period, which is generally the vesting period. The benefits of tax deductions in excess of recognized compensation cost are credited to additional paid-in capital and reported as cash flow from financing activities rather than as cash flow from operating activities. | ||||||||||||||||||||||
Stock-based compensation expense reduced the Company’s results of operations by the following amounts: | ||||||||||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Effect on income before income taxes (1) | $ | (336 | ) | $ | (197 | ) | $ | (568 | ) | $ | (373 | ) | ||||||||||
Effect on income taxes | 58 | 119 | 95 | 159 | ||||||||||||||||||
Effect on net income | $ | (278 | ) | $ | (78 | ) | $ | (473 | ) | $ | (214 | ) | ||||||||||
-1 | Stock-based compensation expense is included in selling, general and administrative expenses. | |||||||||||||||||||||
Stock options issued under the terms of the plans have, or will have, an exercise price equal to the fair market value of the common stock at the close of trading on the Nasdaq the day prior to the date of the option grant and expire no later than 10 years from the date of grant, with the most recent grant expiring in 2025. Options issued by the Company vest over 2 to 4 years. | ||||||||||||||||||||||
Stock option transactions and the options outstanding are summarized as follows: | ||||||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
Options | Weighted | Options | Weighted | |||||||||||||||||||
Average | Average | |||||||||||||||||||||
Exercise | Exercise | |||||||||||||||||||||
Price | Price | |||||||||||||||||||||
Outstanding at beginning of period | 1,063,324 | $ | 7.37 | 1,059,417 | $ | 6.71 | ||||||||||||||||
Granted | 327,500 | 9.74 | 220,406 | 7.01 | ||||||||||||||||||
Assumed - merger | 367,229 | 14.19 | — | — | ||||||||||||||||||
Exercised | (11,289 | ) | 4.91 | (260,726 | ) | 4.28 | ||||||||||||||||
Forfeited | (641 | ) | 9.08 | (3,464 | ) | 6.92 | ||||||||||||||||
Outstanding at end of period | 1,746,123 | $ | 9.26 | 1,015,633 | $ | 7.4 | ||||||||||||||||
Exercisable at end of period | 1,102,682 | $ | 9.9 | 664,934 | $ | 8.11 | ||||||||||||||||
Weighted average fair value of options | $ | 5.91 | $ | 4.38 | ||||||||||||||||||
granted during the period | ||||||||||||||||||||||
The fair value of options was estimated at the grant date using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
Risk free interest rate | 2% | 2% | ||||||||||||||||||||
Expected life | 6 years | 6 years | ||||||||||||||||||||
Dividend rate | 0% | 0% | ||||||||||||||||||||
Volatility | 67% | 69% | ||||||||||||||||||||
To estimate expected lives for this valuation, it was assumed that options will be exercised at varying schedules after becoming fully vested. Forfeitures have been estimated at the time of grant and will be revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based upon historical experience. Fair value computations are highly sensitive to the volatility factor assumed; the greater the volatility, the higher the computed fair value of the options granted. The Company uses historical stock prices to determine the volatility factor. | ||||||||||||||||||||||
The Company awards restricted shares under the existing share-based compensation plans. The Company's restricted share awards vest in equal annual installments over a two- to four-year period. The total value of these awards is expensed on a ratable basis over the service period of the employees receiving the grants. The “service period” is the time during which the employees receiving grants must remain employees for the shares granted to fully vest. | ||||||||||||||||||||||
Restricted stock transactions and awards outstanding are summarized as follows: | ||||||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
Awards | Weighted | Awards | Weighted | |||||||||||||||||||
Average | Average | |||||||||||||||||||||
Grant Date | Grant Date | |||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||
Beginning Outstanding | 35,203 | $ | 10.13 | 69,154 | $ | 10.13 | ||||||||||||||||
Released | (21,663 | ) | 11.47 | (30,828 | ) | 10.08 | ||||||||||||||||
Ending Outstanding | 13,540 | $ | 7.98 | 38,326 | $ | 10.17 | ||||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||||||||||
In accordance with the requirements of the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), the Company groups its financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: | ||||||||||||||||||||||
Level 1 - Valuation is based upon quoted market price for identical instruments traded in active markets. | ||||||||||||||||||||||
Level 2 - Valuation is based on quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. | ||||||||||||||||||||||
Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. Valuation techniques include use of discounted cash flow models and similar techniques. | ||||||||||||||||||||||
In accordance with the requirements of the Fair Value Measurements and Disclosures Topic of the FASB ASC, it is the Company's policy to use observable inputs whenever reasonably practicable in order to minimize the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, the fair value measurement is based on models that use primarily market based parameters including interest rate yield curves, option volatilities and currency rates. In certain cases, where market rate assumptions are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. Changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. | ||||||||||||||||||||||
Cash, Cash Equivalents and Restricted Cash - Included in Cash and Cash Equivalents in the Condensed Consolidated Balance Sheets is $16.0 million and $17.0 million as of March 31, 2015 and September 30, 2014, respectively, of money market funds invested in treasury bills, notes and other direct obligations of the U.S. Treasury. The fair value of this cash equivalent is based on Level 1 inputs in the fair value hierarchy. | ||||||||||||||||||||||
Receivables and Payables - The recorded amounts of these financial instruments, including accounts receivable and accounts payable, approximate their fair value because of the short maturities of these instruments. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy. | ||||||||||||||||||||||
Debt - The recorded amounts of these financial instruments, including long-term debt and current maturities of long-term debt, approximate fair value and are considered Level 2 in the fair value hierarchy. | ||||||||||||||||||||||
Pensions - The Company has retirement plans covering substantially all employees. The principal plans are the multiemployer defined benefit pension plans of the Company’s operations in The Netherlands and France and the plan for hourly union employees in Pennsylvania. The multiemployer plans in the United States and France are insignificant to the Company's results of operations and financial condition. The Company's defined contribution plans cover substantially all of the employees in the United States. The Company matches employee funds on a discretionary basis. | ||||||||||||||||||||||
Shipping expense – Shipping expenses of $0.4 million and $0.2 million for the three months ended March 31, 2015 and 2014, respectively, are included in selling, general and administrative expenses. Shipping expenses of $0.7 million and $0.5 million for the six months ended March 31, 2015 and 2014, respectively, are included in selling, general and administrative expenses. | ||||||||||||||||||||||
Research, development and engineering expense – Research, development and engineering expenses consist of the cost of employees, consultants and contractors who design, engineer and develop new products and processes; materials and supplies used in those activities; and product prototyping. The Company receives reimbursements through governmental research and development grants which are netted against these expenses when certain conditions have been met. The table below shows gross research and development expenses and grants earned: | ||||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
March 31, | March 31, | March 31, | March 31, | |||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||
Research, development and engineering | $ | 3,540 | $ | 2,494 | $ | 6,113 | $ | 5,388 | ||||||||||||||
Grants earned | (2,790 | ) | (339 | ) | (3,527 | ) | (2,344 | ) | ||||||||||||||
Net research, development and engineering | $ | 750 | $ | 2,155 | $ | 2,586 | $ | 3,044 | ||||||||||||||
Segments - Effective for the second quarter of 2015, following the Company's merger with BTU, the Company changed the way it reports its segment information. Previously reported information has been recast to reflect the current reportable segments. The Company now reports its financial results in three segments: solar, semiconductor and polishing. See Note 4: "Segment Information" for additional information on the Company's reportable segments. See also Note 9: "Acquisitions" for additional information with respect to the Company's recent acquisitions. | ||||||||||||||||||||||
Impact of Recently Issued Accounting Pronouncements | ||||||||||||||||||||||
In April 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU provides guidance that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, including whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then this ASU requires the customer to account for the software license consistent with the acquisition of other software licenses; otherwise, the customer should account for the arrangement as a service contract. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities can elect to adopt the amendments either prospectively to all arrangements entered into after the effective date or retrospectively to all prior periods. We are currently assessing the impact of this ASU. | ||||||||||||||||||||||
In April 2015, the FASB issued ASU No. 2015-3, Interest-Imputation of Interest (Subtopic 835-30). This ASU requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The ASU requires retrospective application and represents a change in accounting principle. The ASU is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We are currently assessing the impact of this ASU. | ||||||||||||||||||||||
In January 2015, the FASB issued ASU No. 2015-1, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20). The FASB is issuing this ASU as part of its initiative to reduce costs and complexity in accounting standards, known as its Simplification Initiative. This ASU eliminates from GAAP the concept of extraordinary items in an effort to save time and reduce costs, while alleviating uncertainty and maintaining accurate and fulsome disclosure. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We are currently assessing the impact of this ASU, but do not expect it to have a material impact on our consolidated financial position and results of operations. | ||||||||||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12 which provides guidance on how to account for share-based payment awards where the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, and early adoption is permitted. We are currently assessing the impact of this ASU but do not expect it to have a material impact on our consolidated financial position and results of operations. | ||||||||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize 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 these goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for the Company in the first quarter of fiscal year 2018 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard and the impact on our financial position and results of operations. | ||||||||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). The amendments in this ASU change the requirements for reporting discontinued operations in Subtopic 205-20. A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations. The amendments in this ASU improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. The amendments in this ASU require expanded disclosures for discontinued operations. The FASB concluded that those disclosures should provide users of financial statements with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments in this ASU also require an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Company will evaluate the impact of this ASU as future transactions occur. |
Income_Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes |
The quarterly income tax provision is calculated using an estimated annual effective tax rate, based upon expected annual income, permanent items, statutory rates and planned tax strategies in the various jurisdictions in which the Company operates. However, losses in certain jurisdictions and discrete items are treated separately. | |
Deferred tax assets and liabilities reflect the tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company records a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of a deferred tax asset will not be realized. Our expectations regarding realization of our deferred tax assets is based upon the weight of all available evidence, including such factors as our recent earnings history, expected future taxable income and available tax planning strategies. As a result of the merger with BTU, the Company determined that is more likely than not that some of our U.S. federal deferred tax assets would not be realized, and recorded a partial valuation allowance in the U.S. The Company maintains a valuation allowance with respect to certain state, federal and foreign deferred tax assets that may not be recovered. Each quarter, the valuation allowance is re-evaluated. During the six months ended March 31, 2015 the valuation allowance increased by $1.5 million due to net operating losses in The Netherlands and United Kingdom, partially offset by utilization of net operating losses in China and France. | |
The Company classifies all of our uncertain tax positions as non-current income taxes payable. At March 31, 2015 and September 30, 2014, the total amount of unrecognized tax benefits was approximately $3.2 million. If recognized, these amounts would favorably impact the effective tax rate. | |
The Company classifies interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2015 and September 30, 2014, the Company had an accrual for potential interest and penalties of approximately $1.8 million and $1.6 million, respectively. | |
The Company and one or more of its subsidiaries file income tax returns in The Netherlands, Germany, France, Singapore, Malaysia, China and Hong Kong, as well as the U.S. and various states in the U.S. The Company and its subsidiaries have a number of open tax years dictated by statute in each of the respective taxing jurisdictions, but generally is from 3 to 5 years. |
Earnings_Per_Share
Earnings Per Share | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Earnings Per Share | Earnings Per Share | |||||||||||||||
Basic earnings per share ("EPS") is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. In the case of a net loss, diluted earnings per share is calculated in the same manner as basic EPS. | ||||||||||||||||
For the three and six months ended March 31, 2015, options for 1,746,000 shares and 14,000 restricted stock awards are excluded from the diluted EPS calculations because they are anti-dilutive. For the three and six months ended March 31, 2014, options for 1,016,000 shares and 38,000 restricted stock awards were excluded from the diluted EPS calculations because they were anti-dilutive. | ||||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
(in thousands, except per share amounts) | (in thousands, except per share amounts) | |||||||||||||||
Basic Loss Per Share Computation | ||||||||||||||||
Net loss attributable to Amtech Systems, Inc. | $ | (2,321 | ) | $ | (3,751 | ) | $ | (7,515 | ) | $ | (4,545 | ) | ||||
Weighted Average Shares Outstanding: | ||||||||||||||||
Common stock | 11,997 | 9,679 | 10,914 | 9,619 | ||||||||||||
Basic loss per share attributable to Amtech shareholders | $ | (0.19 | ) | $ | (0.39 | ) | $ | (0.69 | ) | $ | (0.47 | ) | ||||
Diluted Loss Per Share Computation | ||||||||||||||||
Net loss attributable to Amtech Systems, Inc. | $ | (2,321 | ) | $ | (3,751 | ) | $ | (7,515 | ) | $ | (4,545 | ) | ||||
Weighted Average Shares Outstanding: | ||||||||||||||||
Common stock | 11,997 | 9,679 | 10,914 | 9,619 | ||||||||||||
Common stock equivalents (1) | — | — | — | — | ||||||||||||
Diluted shares | 11,997 | 9,679 | 10,914 | 9,619 | ||||||||||||
Diluted loss per share attributable to Amtech shareholders | $ | (0.19 | ) | $ | (0.39 | ) | $ | (0.69 | ) | $ | (0.47 | ) | ||||
-1 | The number of common stock equivalents is calculated using the treasury stock method and the average market price during the period. |
Business_Segment_Information
Business Segment Information | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Business Segment Information | Business Segment Information | |||||||||||||||
Following the Company's acquisition of BTU, an evaluation was conducted of the Company's organizational structure. Beginning with the second quarter of 2015, the Company made changes to its reportable segments. Prior period amounts have been revised to conform to the current period segment reporting structure. The Company’s three reportable segments are as follows: | ||||||||||||||||
Solar - In the Company’s Solar segment, we are a leading supplier of thermal processing systems, including related automation, parts and services, to the solar/photovoltaic industry and also offer PECVD (plasma-enhanced chemical vapor deposition) equipment to the global solar market. | ||||||||||||||||
Semiconductor - In the Company’s Semiconductor segment, we design, manufacture, sell and service thermal processing equipment and related controls for use by leading semiconductor manufacturers, and in electronics, automotive and other industries. | ||||||||||||||||
Polishing - In the Company's Polishing segment, the Company produces consumables and machinery for lapping (fine abrading) and polishing of materials, such as sapphire substrates, optical components, silicon wafers, numerous types of crystal materials, ceramics and metal components. | ||||||||||||||||
On December 24, 2014, the Company acquired a 51% controlling interest in SoLayTec, and on January 30, 2015, the Company completed its acquisition of BTU. Beginning in the second quarter of 2015, SoLayTec’s business is included in the results for the solar segment, and BTU’s business is included in the results for the semiconductor segment. See Note 9, “Acquisitions”, for additional information with respect to the Company’s recent acquisitions. | ||||||||||||||||
Information concerning our business segments is as follows: | ||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
31-Mar-15 | March 31, 2014 | 31-Mar-15 | 31-Mar-14 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Net Revenues: | ||||||||||||||||
Solar * | $ | 9,463 | $ | 8,017 | $ | 17,749 | $ | 16,505 | ||||||||
Semiconductor | 12,088 | 2,271 | 12,820 | 6,346 | ||||||||||||
Polishing | 2,722 | 2,429 | 6,100 | 4,637 | ||||||||||||
$ | 24,273 | $ | 12,717 | $ | 36,669 | $ | 27,488 | |||||||||
Operating income (loss): | ||||||||||||||||
Solar * | $ | (724 | ) | $ | (4,133 | ) | $ | (3,219 | ) | $ | (4,326 | ) | ||||
Semiconductor | 730 | 207 | 630 | 748 | ||||||||||||
Polishing | 601 | 550 | 1,343 | 968 | ||||||||||||
Non-segment related | (2,543 | ) | (1,158 | ) | (5,482 | ) | (2,403 | ) | ||||||||
$ | (1,936 | ) | $ | (4,534 | ) | $ | (6,728 | ) | $ | (5,013 | ) | |||||
* The financial statement of business units included in the Solar segment include some sales of equipment and parts to the semiconductor, silicon wafer and MEMS industries, comprising less than 25% of the Solar segment revenue. | ||||||||||||||||
March 31, | September 30, | |||||||||||||||
2015 | 2014 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Identifiable Assets: | ||||||||||||||||
Solar | $ | 67,669 | $ | 56,858 | ||||||||||||
Semiconductor | 58,292 | 5,593 | ||||||||||||||
Polishing | 5,887 | 6,253 | ||||||||||||||
Non-segment related | 13,934 | 21,200 | ||||||||||||||
$ | 145,782 | $ | 89,904 | |||||||||||||
Major_Customers_and_Foreign_Sa
Major Customers and Foreign Sales | 6 Months Ended | |||||
Mar. 31, 2015 | ||||||
Major Customers and Foreign Sales [Abstract] | ||||||
Major Customers And Foreign Sales | Major Customers and Foreign Sales | |||||
During the six months ended March 31, 2015, one customer individually represented 19% of net revenues. During the six months ended March 31, 2014, two customers individually represented 18% and 16% of net revenues. | ||||||
Our net revenues were to customers in the following geographic regions: | ||||||
Six Months Ended March 31, | ||||||
2015 | 2014 | |||||
United States | 17 | % | 30 | % | ||
Other | 3 | % | — | % | ||
Total North America | 20 | % | 30 | % | ||
China | 28 | % | 15 | % | ||
Taiwan | 18 | % | 17 | % | ||
Other | 16 | % | 14 | % | ||
Total Asia | 62 | % | 46 | % | ||
Germany | 8 | % | 5 | % | ||
Other | 10 | % | 19 | % | ||
Total Europe | 18 | % | 24 | % | ||
100 | % | 100 | % |
Other_Accrued_Liabilities
Other Accrued Liabilities | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other Accrued Liabilities | Other Accrued Liabilities | |||||||
Other accrued liabilities consist of the following: | ||||||||
31-Mar-15 | 30-Sep-14 | |||||||
(dollars in thousands) | ||||||||
Unearned research and development grants | $ | 2,878 | $ | 3,989 | ||||
Other | 4,548 | 1,357 | ||||||
$ | 7,426 | $ | 5,346 | |||||
Longterm_Debt
Long-term Debt | 6 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt |
In January 2015, the Company acquired $7.2 million of long-term debt as part of the BTU merger. The debt acquired is a mortgage note secured by its real property in Billerica, Massachusetts, and is stated at fair market value of $7.1 million as of March 31, 2015. The debt acquired has an interest rate of 4.4% through September 26, 2018, at which time the interest rate will be adjusted to a per annum fixed rate equal to the aggregate of the Federal Home Loan Board (FHLB) Five Year Classic Advance Rate plus two hundred forty basis points. The maturity date of the debt acquired is September 26, 2023. All outstanding principal and accrued and unpaid interest will be due and payable on the maturity date. | |
In December 2014, the Company acquired long-term debt of $2.0 million as part of the SoLayTec acquisition. The debt acquired is stated at fair market value of $2.1 million as of March 31, 2015. The debt acquired has interest rates ranging from 5.95% to 10% and maturity dates ranging from fiscal 2017 to fiscal 2021. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies |
Purchase Obligations – As of March 31, 2015 the Company had purchase obligations in the amount of $29.8 million compared to $7.9 million as of September 30, 2014. These purchase obligations consist of outstanding purchase orders for goods and services. While the amount represents purchase agreements, the actual amounts to be paid may be less if any agreements are renegotiated, canceled or terminated. | |
Development projects – In fiscal 2014, Tempress Systems, Inc. ("Tempress") entered into an agreement with the Energy Research Centre of the Netherlands ("ECN"), a Netherlands government sponsored research institute, for a joint research and development project. Under the terms of the agreement, Tempress sold an ion implanter ("Equipment") to ECN for $1.4 million. Both Tempress and ECN are performing research and development projects utilizing the Equipment at the ECN facilities. Each party to the agreement will have 100% rights to the results of the projects developed separately by the individual parties. Any results co-developed will be jointly owned. Over the four-year period of the agreement, Tempress is required to contribute $1.4 million to the project in the form of installation of the Equipment, acceptance testing, project meeting attendance, training, parts, and service, including keeping the equipment in good condition and repair for the first two years of the agreement. | |
In 2013, Shanghai Kingstone Semiconductor Company Ltd. ("Kingstone") entered into an agreement with certain government agencies in Shanghai, China for the purpose of developing ion implant technology for non-solar applications. Kingstone has substantially completed the first phase of this development project and received $4.1 million of grant funds for the project. Kingstone is investigating options for securing $6.1 million of its commitment to the project. Amtech owns 55% of Kingstone Technology Hong Kong Limited, which owns 100% of Kingstone. Amtech has no obligation or plan to fund Kingstone's commitments under this agreement. | |
EPA Accrual - As a result of the merger with BTU, the Company assumed BTU’s proportional responsibility for clean-up costs at a Superfund site. As an equipment manufacturer, BTU generated and disposed of small quantities of solid waste that were considered hazardous under Environment Protection Agency (“EPA”) regulations. Because BTU historically used a waste disposal firm that disposed of the solid waste at a site that the EPA designated as a Superfund site, BTU was named by the EPA as one of the entities responsible for a portion of the expected clean-up costs. Based on the Company's proportional responsibility, as negotiated with and agreed to by the EPA, the Company's liability related to this matter is $0.2 million. As of March 31, 2015, the remaining liability is $0.1 million, which is included in Other Accrued Liabilities on the Condensed Consolidated Balance Sheet as of March 31, 2015. In 2009, in accordance with the agreement, the Company established a letter of credit for $0.2 million to the benefit of the EPA for potential cash payments as settlements for the Company’s proportional liability. | |
Litigation – The Company and its subsidiaries are defendants from time to time in actions for matters arising out of their business operations. On October 21, 2014, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, BTU Merger Sub, Inc., a Delaware corporation (the "Merger Sub"), and BTU. Shortly after the Company entered into the Merger Agreement with BTU, two separate putative stockholder class action complaints were filed in the Court of Chancery of the State of Delaware (together, the "Stockholder Actions"). The first was filed on November 4, 2014 and the second on November 17, 2014, purportedly on behalf of BTU’s public stockholders, against BTU, the members of the BTU Board, Amtech and Merger Sub. The Stockholder Actions were consolidated into one action on December 4, 2014. These complaints generally allege, among other things, that the members of BTU’s board of directors breached their fiduciary duties owed to BTU’s public stockholders by failing to engage in a competitive sale and bidding process, by causing BTU to enter into the Merger Agreement and by approving the merger, and that the Company and Merger Sub aided and abetted such alleged breaches of fiduciary duties. These complaints further allege that these fiduciary breaches gave the Company an unfair advantage as a result of BTU's alleged failure to solicit other potential acquirers and also that the Merger Agreement improperly favors the Company and unduly restricts BTU’s ability to negotiate with other potential bidders. The complaint generally seeks, among other things, declaratory and injunctive relief concerning the alleged fiduciary breaches, injunctive relief prohibiting the Company, Merger Sub, and BTU from consummating the Merger, other forms of equitable relief, and compensatory damages. | |
On January 16, 2015, the Company and BTU, along with the other defendants named therein, entered into a memorandum of understanding (the “MOU”) to settle the Stockholder Actions. Pursuant to the MOU, the parties to the Stockholder Actions agreed to resolve the claims alleged and the Company and BTU agreed to make certain additional disclosures regarding the Merger. The MOU is expected to be memorialized in a stipulation of settlement, which will be subject to customary terms and conditions, including court approval, and will include an agreement by the plaintiffs in the Stockholder Actions, on behalf of each stockholder class, to provide a release of all claims against the Company and BTU, along with the other defendants named therein, subject to an exception for certain securities law claims. In addition, as part of the settlement, BTU has agreed to be responsible for the payment of certain amounts in plaintiffs’ attorney fees and expenses in connection with the settlement. The Company and BTU entered into the MOU solely to avoid the costs, risks and uncertainties inherent in litigation and without admitting any liability or wrongdoing. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve such settlement. In such event, the proposed settlement as contemplated by the MOU may be terminated. | |
The merger was consummated on January 30, 2015. The plaintiffs’ attorney fees and expenses were reflected as a liability on the opening balance sheet of BTU on the date of the merger. See Note 9, "Acquisitions," for more information on the Merger Agreement. |
Acquisition
Acquisition | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Acquisition | Acquisitions | |||||||||||||||
Merger with BTU International | ||||||||||||||||
On January 30, 2015, the Company completed its acquisition of BTU. In connection with the Merger, each share of BTU common stock outstanding immediately prior to the effective time of the Merger, including BTU restricted stock units that vested immediately prior to the effective time of the Merger, was converted to 0.3291 shares of common stock of the Company. The Company issued 3,185,852 shares of Company common stock on the Merger date. Pursuant to the terms of the Merger Agreement, options to purchase BTU common stock held by BTU employees were assumed by the Company and converted into options to purchase shares of Company common stock on substantially the same terms and conditions as were applicable to such BTU stock options, with appropriate adjustments based upon the exchange ratio of 0.3291 to the exercise price and the number of shares of Company common stock subject to such stock option. As a result of the Merger, the company owns 100% of the outstanding stock of BTU. | ||||||||||||||||
The following unaudited pro forma data has been prepared by adjusting the Company’s historical data to give effect to the Merger as if it had occurred on October 1, 2013 and includes adjustments for depreciation expense, amortization of intangibles, and the effect of other purchase accounting adjustments: | ||||||||||||||||
Quarter Ended | Six Months Ended | |||||||||||||||
31-Mar-15 | 31-Mar-14 | 31-Mar-15 | 31-Mar-14 | |||||||||||||
(dollars in thousands, except per share data) | ||||||||||||||||
Revenue, net | $ | 26,061 | $ | 24,402 | $ | 52,972 | $ | 50,166 | ||||||||
Net loss | $ | (4,252 | ) | $ | (5,301 | ) | $ | (9,369 | ) | $ | (15,222 | ) | ||||
Earnings per share available to Amtech stockholders: | ||||||||||||||||
Basic | $ | (0.33 | ) | $ | (0.41 | ) | $ | (0.72 | ) | $ | (1.19 | ) | ||||
Diluted | $ | (0.33 | ) | $ | (0.41 | ) | $ | (0.72 | ) | $ | (1.19 | ) | ||||
The unaudited pro forma financial data was prepared in accordance with the acquisition method of accounting under existing standards and is not necessarily indicative of the results of operations that would have occurred if the Merger had been completed on the date indicated, nor is it indicative of the future operating results of the Company. | ||||||||||||||||
The unaudited pro forma results do not reflect certain future events that either have occurred or may occur after the Merger, including, but not limited to, the anticipated realization of ongoing cost reductions from other operating synergies in subsequent periods. They also do not give effect to certain charges that the Company expects to incur in connection with the Merger, including, but not limited to, additional professional fees and other restructuring costs. | ||||||||||||||||
The Merger was an all-stock transaction. The following table summarizes the consideration transferred: | ||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
BTU common shares and restricted stock units exchanged | 9,681 | |||||||||||||||
Exchange ratio | 0.3291 | |||||||||||||||
Amtech common stock issued for consideration | 3,186 | |||||||||||||||
Amtech common stock per share price on January 30, 2015 | $ | 8.2 | ||||||||||||||
Consideration for BTU common shares and restricted stock units | $ | 26,125 | ||||||||||||||
Vested BTU stock options exchanged for Amtech stock options | $ | 500 | ||||||||||||||
Total fair value of consideration transferred | $ | 26,625 | ||||||||||||||
The following table summarizes the allocation of the consideration for the assets acquired and liabilities assumed on January 30, 2015: | ||||||||||||||||
(In thousands) | ||||||||||||||||
Fair value of net tangible assets acquired | $ | 20,948 | ||||||||||||||
Goodwill | 4,347 | |||||||||||||||
Identifiable intangible assets | 1,330 | |||||||||||||||
Total consideration allocated | $ | 26,625 | ||||||||||||||
The primary acquired intangible asset is the trade name "BTU", which has a 15 year useful life. Goodwill of $4.3 million was assigned to the semiconductor segment. Goodwill will not be amortized but instead tested for impairment at least annually (more frequently if certain indicators are present). Goodwill as of March 31, 2015, is not expected to be deductible for tax purposes. As of March 31, 2015, the accounting for the BTU acquisition has not been finalized due to pending items on the valuation of acquired assets and liabilities. | ||||||||||||||||
Under the guidance on accounting for business combinations, merger and integration costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred. Transaction-related expenses of $0.8 million and $2.0 million for the three and six months ended March 31, 2015, respectively, and $0.1 million for the three and six months ended March 31, 2014, are included in the Selling, General and Administrative line in the Condensed Consolidated Statements of Operations. | ||||||||||||||||
Acquisition of SoLayTec B.V. | ||||||||||||||||
On December 24, 2014, the Company expanded our participation in the solar market by acquiring a 51% controlling interest in SoLayTec, which provides ALD systems used in high efficiency solar cells, for a total purchase price consideration of $1.9 million. | ||||||||||||||||
The Company consolidated the results of operations for SoLayTec beginning on December 24, 2014, the effective date of the acquisition, which were not material to our consolidated statement of operations for the three and six months ended March 31, 2015. Additionally, the Company's historical results would not have been materially affected by the acquisition of SoLayTec and, accordingly, has not presented pro forma information as if the acquisition had been completed at the beginning of each period presented in our consolidated statements of operations. As of March 31, 2015, the accounting for the SoLayTec acquisition has not been finalized due to pending items on the valuation of acquired assets and liabilities. |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||
Nature of Operations and Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), and consequently do not include all disclosures normally required by accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly our financial position, results of operations and cash flows. Certain information and note disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014. | |||||||||||||||
The consolidated results of operations for the three and six months ended March 31, 2015, are not necessarily indicative of the results to be expected for the full fiscal year. | ||||||||||||||||
Principles of Consolidation | Principles of Consolidation – The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and subsidiaries in which it has a controlling interest. The Company reports noncontrolling interests in consolidated entities as a component of equity separate from the Company's equity. All material intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||
Use of Estimates | Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||||||
Revenue Recognition | Revenue Recognition - We review product and service sales contracts with multiple deliverables to determine if separate units of accounting are present. Where separate units of accounting exist, revenue allocated to delivered items is the lower of the relative selling price of the delivered items in the sales arrangement or the portion of the selling price that is not contingent upon performance of the service. | |||||||||||||||
We recognize revenue when persuasive evidence of an arrangement exists; the product has been delivered and title has transferred, or services have been rendered; and the seller’s price to the buyer is fixed or determinable and collectability is reasonably assured. For us, this policy generally results in revenue recognition at the following points: | ||||||||||||||||
1 | For our equipment business, transactions where legal title passes to the customer upon shipment, we recognize revenue 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. Our 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. Our recognition of revenue upon delivery of equipment is limited to the lesser of (i) the total selling price minus the relative selling price of the undelivered services or (ii) the non-contingent amount. Since we defer only those costs directly related to installation or other unit of accounting not yet delivered and the portion of the contract price is often considerably greater than the relative selling price of those items, our policy at times will result in deferral of profit that is disproportionate in relation to the deferred revenue. When this is the case, the gross margin recognized in one period will be lower and the gross margin reported in a subsequent period will improve. | |||||||||||||||
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. We have, on occasion, experienced longer than expected delays in receiving cash from certain customers pending final installation or system acceptance. If some of our customers refuse to pay the final payment, or otherwise delay final acceptance or installation, the deferred revenue would not be recognized, adversely affecting our 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. | |||||||||||||||
Deferred Profit | Deferred Profit – Revenue deferred pursuant to the Company’s revenue recognition policy, net of the related deferred costs, if any, is recorded as deferred profit in current liabilities. | |||||||||||||||
Concentrations of Credit Risk | Concentrations of Credit Risk – Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of trade accounts receivable and cash. The Company’s customers, located throughout the world, consist of manufacturers of solar cells, semiconductors, semiconductor wafers, light-emitting diodes (LEDs) and micro-electro-mechanical systems (MEMS). Credit risk is managed by performing ongoing credit evaluations of the customers’ financial condition, by requiring significant deposits where appropriate, and by actively monitoring collections. Letters of credit are required of certain customers depending on the size of the order, type of customer or its creditworthiness, and its country of domicile. Reserves for potentially uncollectible receivables are maintained based on an assessment of collectability. | |||||||||||||||
The Company maintains its cash, cash equivalents and restricted cash in multiple financial institutions. Balances in the United States (approximately 60% of total cash balances) are primarily invested in U.S. Treasuries or are in financial institutions insured by the Federal Deposit Insurance Corporation (FDIC). The remainder of the Company’s cash is maintained in banks in The Netherlands, France, China, and other foreign jurisdictions that are uninsured. | ||||||||||||||||
Restricted Cash | Restricted Cash – Restricted cash is $1.6 million and $2.4 million as of March 31, 2015, and September 30, 2014, respectively. The balance includes collateral for bank guarantees required by certain customers from whom deposits have been received in advance of shipment and cash received from research and development grants related to our ion implant technology to be used for research and development projects. | |||||||||||||||
Accounts Receivable - Unbilled and Other | Accounts Receivable - Unbilled and Other – Unbilled and other accounts receivable consist mainly of the contingent portion of the sales price that is not collectible until successful installation of the product. These amounts are generally billed upon final customer acceptance. For the majority of these amounts, a liability has been accrued in deferred profit. | |||||||||||||||
Inventories | Inventories – Inventories are stated at the lower of cost or net realizable value. Approximately 50% and 70% of inventory is valued on an average cost basis with the remainder determined on a first-in, first-out (FIFO) basis at March 31, 2015, and September 30, 2014, respectively. | |||||||||||||||
Property, Plant and Equipment | Property, Plant and Equipment – Property, plant and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred. The cost of property retired or sold and the related accumulated depreciation are removed from the applicable accounts when disposition occurs and any gain or loss is recognized. Depreciation is computed using the straight-line method. Useful lives for equipment, machinery and leasehold improvements range from three to seven years; for furniture and fixtures from five to ten years; and for buildings 20-25 years. | |||||||||||||||
Goodwill | Goodwill - Goodwill is not subject to amortization and is reviewed for impairment on an annual basis, typically at the end of the fiscal year, or more frequently if circumstances dictate. | |||||||||||||||
Intangibles | Intangibles – Intangible assets are capitalized and amortized over their useful life if the life is determinable. If the life is not determinable, amortization is not recorded. | |||||||||||||||
Long-lived assets | Long-lived assets - Long-lived assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. | |||||||||||||||
Warranty | Warranty – A limited warranty is provided free of charge, generally for periods of 12 to 24 months, for all purchases of the Company’s new products and systems. Accruals are recorded for estimated warranty costs at the time revenue is recognized. | |||||||||||||||
Stock-Based Compensation | Stock-Based Compensation - The Company measures compensation costs relating to share-based payment transactions based upon the grant date fair value of the award. Those costs are recognized as expense over the requisite service period, which is generally the vesting period. The benefits of tax deductions in excess of recognized compensation cost are credited to additional paid-in capital and reported as cash flow from financing activities rather than as cash flow from operating activities. | |||||||||||||||
Stock-based compensation expense reduced the Company’s results of operations by the following amounts: | ||||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Effect on income before income taxes (1) | $ | (336 | ) | $ | (197 | ) | $ | (568 | ) | $ | (373 | ) | ||||
Effect on income taxes | 58 | 119 | 95 | 159 | ||||||||||||
Effect on net income | $ | (278 | ) | $ | (78 | ) | $ | (473 | ) | $ | (214 | ) | ||||
-1 | Stock-based compensation expense is included in selling, general and administrative expenses. | |||||||||||||||
Stock options issued under the terms of the plans have, or will have, an exercise price equal to the fair market value of the common stock at the close of trading on the Nasdaq the day prior to the date of the option grant and expire no later than 10 years from the date of grant, with the most recent grant expiring in 2025. Options issued by the Company vest over 2 to 4 years. | ||||||||||||||||
Stock option transactions and the options outstanding are summarized as follows: | ||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Options | Weighted | Options | Weighted | |||||||||||||
Average | Average | |||||||||||||||
Exercise | Exercise | |||||||||||||||
Price | Price | |||||||||||||||
Outstanding at beginning of period | 1,063,324 | $ | 7.37 | 1,059,417 | $ | 6.71 | ||||||||||
Granted | 327,500 | 9.74 | 220,406 | 7.01 | ||||||||||||
Assumed - merger | 367,229 | 14.19 | — | — | ||||||||||||
Exercised | (11,289 | ) | 4.91 | (260,726 | ) | 4.28 | ||||||||||
Forfeited | (641 | ) | 9.08 | (3,464 | ) | 6.92 | ||||||||||
Outstanding at end of period | 1,746,123 | $ | 9.26 | 1,015,633 | $ | 7.4 | ||||||||||
Exercisable at end of period | 1,102,682 | $ | 9.9 | 664,934 | $ | 8.11 | ||||||||||
Weighted average fair value of options | $ | 5.91 | $ | 4.38 | ||||||||||||
granted during the period | ||||||||||||||||
The fair value of options was estimated at the grant date using the Black-Scholes option pricing model with the following assumptions: | ||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||
2015 | 2014 | |||||||||||||||
Risk free interest rate | 2% | 2% | ||||||||||||||
Expected life | 6 years | 6 years | ||||||||||||||
Dividend rate | 0% | 0% | ||||||||||||||
Volatility | 67% | 69% | ||||||||||||||
To estimate expected lives for this valuation, it was assumed that options will be exercised at varying schedules after becoming fully vested. Forfeitures have been estimated at the time of grant and will be revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based upon historical experience. Fair value computations are highly sensitive to the volatility factor assumed; the greater the volatility, the higher the computed fair value of the options granted. The Company uses historical stock prices to determine the volatility factor. | ||||||||||||||||
The Company awards restricted shares under the existing share-based compensation plans. The Company's restricted share awards vest in equal annual installments over a two- to four-year period. The total value of these awards is expensed on a ratable basis over the service period of the employees receiving the grants. The “service period” is the time during which the employees receiving grants must remain employees for the shares granted to fully vest. | ||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | |||||||||||||||
In accordance with the requirements of the Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC"), the Company groups its financial assets and liabilities measured at fair value on a recurring basis in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are: | ||||||||||||||||
Level 1 - Valuation is based upon quoted market price for identical instruments traded in active markets. | ||||||||||||||||
Level 2 - Valuation is based on quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. | ||||||||||||||||
Level 3 - Valuation is generated from model-based techniques that use significant assumptions not observable in the market. Valuation techniques include use of discounted cash flow models and similar techniques. | ||||||||||||||||
In accordance with the requirements of the Fair Value Measurements and Disclosures Topic of the FASB ASC, it is the Company's policy to use observable inputs whenever reasonably practicable in order to minimize the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not available, the fair value measurement is based on models that use primarily market based parameters including interest rate yield curves, option volatilities and currency rates. In certain cases, where market rate assumptions are not available, the Company is required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. Changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values. | ||||||||||||||||
Cash, Cash Equivalents and Restricted Cash - Included in Cash and Cash Equivalents in the Condensed Consolidated Balance Sheets is $16.0 million and $17.0 million as of March 31, 2015 and September 30, 2014, respectively, of money market funds invested in treasury bills, notes and other direct obligations of the U.S. Treasury. The fair value of this cash equivalent is based on Level 1 inputs in the fair value hierarchy. | ||||||||||||||||
Receivables and Payables - The recorded amounts of these financial instruments, including accounts receivable and accounts payable, approximate their fair value because of the short maturities of these instruments. If measured at fair value in the financial statements, these financial instruments would be classified as Level 3 in the fair value hierarchy. | ||||||||||||||||
Debt - The recorded amounts of these financial instruments, including long-term debt and current maturities of long-term debt, approximate fair value and are considered Level 2 in the fair value hierarchy. | ||||||||||||||||
Pensions | Pensions - The Company has retirement plans covering substantially all employees. The principal plans are the multiemployer defined benefit pension plans of the Company’s operations in The Netherlands and France and the plan for hourly union employees in Pennsylvania. The multiemployer plans in the United States and France are insignificant to the Company's results of operations and financial condition. The Company's defined contribution plans cover substantially all of the employees in the United States. The Company matches employee funds on a discretionary basis. | |||||||||||||||
Shipping expense | Shipping expense – Shipping expenses of $0.4 million and $0.2 million for the three months ended March 31, 2015 and 2014, respectively, are included in selling, general and administrative expenses. | |||||||||||||||
Research and development expense | Research, development and engineering expense – Research, development and engineering expenses consist of the cost of employees, consultants and contractors who design, engineer and develop new products and processes; materials and supplies used in those activities; and product prototyping. The Company receives reimbursements through governmental research and development grants which are netted against these expenses when certain conditions have been met. | |||||||||||||||
Impact of Recently Issued Accounting Pronouncements | Impact of Recently Issued Accounting Pronouncements | |||||||||||||||
In April 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-05, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40). This ASU provides guidance that will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement, including whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then this ASU requires the customer to account for the software license consistent with the acquisition of other software licenses; otherwise, the customer should account for the arrangement as a service contract. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Entities can elect to adopt the amendments either prospectively to all arrangements entered into after the effective date or retrospectively to all prior periods. We are currently assessing the impact of this ASU. | ||||||||||||||||
In April 2015, the FASB issued ASU No. 2015-3, Interest-Imputation of Interest (Subtopic 835-30). This ASU requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. The ASU requires retrospective application and represents a change in accounting principle. The ASU is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. We are currently assessing the impact of this ASU. | ||||||||||||||||
In January 2015, the FASB issued ASU No. 2015-1, Income Statement - Extraordinary and Unusual Items (Subtopic 225-20). The FASB is issuing this ASU as part of its initiative to reduce costs and complexity in accounting standards, known as its Simplification Initiative. This ASU eliminates from GAAP the concept of extraordinary items in an effort to save time and reduce costs, while alleviating uncertainty and maintaining accurate and fulsome disclosure. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We are currently assessing the impact of this ASU, but do not expect it to have a material impact on our consolidated financial position and results of operations. | ||||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12 which provides guidance on how to account for share-based payment awards where the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. This ASU requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, and early adoption is permitted. We are currently assessing the impact of this ASU but do not expect it to have a material impact on our consolidated financial position and results of operations. | ||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes most of the current revenue recognition requirements. The core principle of the new guidance is that an entity should recognize 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 these goods or services. New disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers are also required. This guidance is effective for the Company in the first quarter of fiscal year 2018 and early application is not permitted. Entities must adopt the new guidance using one of two retrospective application methods. The Company is currently evaluating the standard and the impact on our financial position and results of operations. | ||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08 Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360). The amendments in this ASU change the requirements for reporting discontinued operations in Subtopic 205-20. A discontinued operation may include a component of an entity or a group of components of an entity, or a business or nonprofit activity. Under current U.S. GAAP, many disposals, some of which may be routine in nature and not a change in an entity's strategy, are reported in discontinued operations. The amendments in this ASU improve the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. The amendments in this ASU require expanded disclosures for discontinued operations. The FASB concluded that those disclosures should provide users of financial statements with more information about the assets, liabilities, revenues, and expenses of discontinued operations. The amendments in this ASU also require an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Company will evaluate the impact of this ASU as future transactions occur. |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 6 Months Ended | |||||||||||||||||||||
Mar. 31, 2015 | ||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||||||||||
Deferred Revenue, by Arrangement, Disclosure | The components of deferred profit are as follows: | |||||||||||||||||||||
March 31, | September 30, | |||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Deferred revenues | $ | 8,338 | $ | 8,118 | ||||||||||||||||||
Deferred costs | 2,841 | 1,210 | ||||||||||||||||||||
Deferred profit | $ | 5,497 | $ | 6,908 | ||||||||||||||||||
Schedule of Inventory, Current | The components of inventories are as follows: | |||||||||||||||||||||
March 31, | September 30, | |||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Purchased parts and raw materials | $ | 14,410 | $ | 8,797 | ||||||||||||||||||
Work-in-process | 11,111 | 4,809 | ||||||||||||||||||||
Finished goods | 7,536 | 3,154 | ||||||||||||||||||||
$ | 33,057 | $ | 16,760 | |||||||||||||||||||
Property, Plant and Equipment | The following is a summary of property, plant and equipment: | |||||||||||||||||||||
March 31, | September 30, | |||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Land, building and leasehold improvements | $ | 18,022 | $ | 10,414 | ||||||||||||||||||
Equipment and machinery | 11,320 | 8,189 | ||||||||||||||||||||
Furniture and fixtures | 5,189 | 5,453 | ||||||||||||||||||||
34,531 | 24,056 | |||||||||||||||||||||
Accumulated depreciation | (14,352 | ) | (14,304 | ) | ||||||||||||||||||
$ | 20,179 | $ | 9,752 | |||||||||||||||||||
Schedule of Goodwill | The following is a summary of activity in goodwill: | |||||||||||||||||||||
Solar | Semiconductor | Polishing | Total | |||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Gross goodwill | $ | 12,315 | $ | — | $ | 728 | $ | 13,043 | ||||||||||||||
Accumulated impairment losses | (4,720 | ) | — | — | (4,720 | ) | ||||||||||||||||
Carrying value at September 30, 2014 | 7,595 | — | 728 | 8,323 | ||||||||||||||||||
Goodwill recognized due to acquisitions | 2,272 | 4,347 | — | 6,619 | ||||||||||||||||||
Net exchange differences | (346 | ) | — | — | (346 | ) | ||||||||||||||||
Carrying value at March 31, 2015 | $ | 9,521 | $ | 4,347 | $ | 728 | $ | 14,596 | ||||||||||||||
Goodwill | $ | 14,030 | $ | 4,347 | $ | 728 | $ | 19,105 | ||||||||||||||
Accumulated impairment losses | (4,509 | ) | — | — | (4,509 | ) | ||||||||||||||||
Carrying value at March 31, 2015 | $ | 9,521 | $ | 4,347 | $ | 728 | $ | 14,596 | ||||||||||||||
Schedule of Finite-Lived Intangible Assets | The following is a summary of intangibles: | |||||||||||||||||||||
Useful Life | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||
31-Mar-15 | 30-Sep-14 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Non-compete agreements | 4-8 years | $ | 1,032 | $ | (1,032 | ) | $ | — | $ | 1,055 | $ | (955 | ) | $ | 100 | |||||||
Customer lists | 10 years | 699 | (568 | ) | 131 | 817 | (592 | ) | 225 | |||||||||||||
Technology | 5-10 years | 2,085 | (1,734 | ) | 351 | 2,319 | (1,682 | ) | 637 | |||||||||||||
In-process research and development | 5 years | 1,600 | (187 | ) | 1,413 | 1,600 | (27 | ) | 1,573 | |||||||||||||
Trade names | 15 years | 1,330 | (18 | ) | 1,312 | — | — | — | ||||||||||||||
Other | 2-12 years | 2,429 | (258 | ) | 2,171 | 321 | (178 | ) | 143 | |||||||||||||
$ | 9,175 | $ | (3,797 | ) | $ | 5,378 | $ | 6,112 | $ | (3,434 | ) | $ | 2,678 | |||||||||
Schedule of Product Warranty Liability | The following is a summary of activity in accrued warranty expense: | |||||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Beginning balance | $ | 628 | $ | 1,454 | ||||||||||||||||||
Warranty expenditures | (368 | ) | (496 | ) | ||||||||||||||||||
Warranty provisions/(adjustment) | 791 | (200 | ) | |||||||||||||||||||
Ending balance | $ | 1,051 | $ | 758 | ||||||||||||||||||
Effects of share-based compensation expense | Stock-based compensation expense reduced the Company’s results of operations by the following amounts: | |||||||||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||
Effect on income before income taxes (1) | $ | (336 | ) | $ | (197 | ) | $ | (568 | ) | $ | (373 | ) | ||||||||||
Effect on income taxes | 58 | 119 | 95 | 159 | ||||||||||||||||||
Effect on net income | $ | (278 | ) | $ | (78 | ) | $ | (473 | ) | $ | (214 | ) | ||||||||||
-1 | Stock-based compensation expense is included in selling, general and administrative expenses. | |||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | Stock option transactions and the options outstanding are summarized as follows: | |||||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
Options | Weighted | Options | Weighted | |||||||||||||||||||
Average | Average | |||||||||||||||||||||
Exercise | Exercise | |||||||||||||||||||||
Price | Price | |||||||||||||||||||||
Outstanding at beginning of period | 1,063,324 | $ | 7.37 | 1,059,417 | $ | 6.71 | ||||||||||||||||
Granted | 327,500 | 9.74 | 220,406 | 7.01 | ||||||||||||||||||
Assumed - merger | 367,229 | 14.19 | — | — | ||||||||||||||||||
Exercised | (11,289 | ) | 4.91 | (260,726 | ) | 4.28 | ||||||||||||||||
Forfeited | (641 | ) | 9.08 | (3,464 | ) | 6.92 | ||||||||||||||||
Outstanding at end of period | 1,746,123 | $ | 9.26 | 1,015,633 | $ | 7.4 | ||||||||||||||||
Exercisable at end of period | 1,102,682 | $ | 9.9 | 664,934 | $ | 8.11 | ||||||||||||||||
Weighted average fair value of options | $ | 5.91 | $ | 4.38 | ||||||||||||||||||
granted during the period | ||||||||||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of options was estimated at the grant date using the Black-Scholes option pricing model with the following assumptions: | |||||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
Risk free interest rate | 2% | 2% | ||||||||||||||||||||
Expected life | 6 years | 6 years | ||||||||||||||||||||
Dividend rate | 0% | 0% | ||||||||||||||||||||
Volatility | 67% | 69% | ||||||||||||||||||||
Schedule of Share-based Compensation, Restricted Stock Activity | Restricted stock transactions and awards outstanding are summarized as follows: | |||||||||||||||||||||
Six Months Ended March 31, | ||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||
Awards | Weighted | Awards | Weighted | |||||||||||||||||||
Average | Average | |||||||||||||||||||||
Grant Date | Grant Date | |||||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||||
Beginning Outstanding | 35,203 | $ | 10.13 | 69,154 | $ | 10.13 | ||||||||||||||||
Released | (21,663 | ) | 11.47 | (30,828 | ) | 10.08 | ||||||||||||||||
Ending Outstanding | 13,540 | $ | 7.98 | 38,326 | $ | 10.17 | ||||||||||||||||
Research and Development Expense | The table below shows gross research and development expenses and grants earned: | |||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||||
March 31, | March 31, | March 31, | March 31, | |||||||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||||||||
(dollars in thousands) | (dollars in thousands) | |||||||||||||||||||||
Research, development and engineering | $ | 3,540 | $ | 2,494 | $ | 6,113 | $ | 5,388 | ||||||||||||||
Grants earned | (2,790 | ) | (339 | ) | (3,527 | ) | (2,344 | ) | ||||||||||||||
Net research, development and engineering | $ | 750 | $ | 2,155 | $ | 2,586 | $ | 3,044 | ||||||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Earnings Per Share [Abstract] | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ||||||||||||||||
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
(in thousands, except per share amounts) | (in thousands, except per share amounts) | |||||||||||||||
Basic Loss Per Share Computation | ||||||||||||||||
Net loss attributable to Amtech Systems, Inc. | $ | (2,321 | ) | $ | (3,751 | ) | $ | (7,515 | ) | $ | (4,545 | ) | ||||
Weighted Average Shares Outstanding: | ||||||||||||||||
Common stock | 11,997 | 9,679 | 10,914 | 9,619 | ||||||||||||
Basic loss per share attributable to Amtech shareholders | $ | (0.19 | ) | $ | (0.39 | ) | $ | (0.69 | ) | $ | (0.47 | ) | ||||
Diluted Loss Per Share Computation | ||||||||||||||||
Net loss attributable to Amtech Systems, Inc. | $ | (2,321 | ) | $ | (3,751 | ) | $ | (7,515 | ) | $ | (4,545 | ) | ||||
Weighted Average Shares Outstanding: | ||||||||||||||||
Common stock | 11,997 | 9,679 | 10,914 | 9,619 | ||||||||||||
Common stock equivalents (1) | — | — | — | — | ||||||||||||
Diluted shares | 11,997 | 9,679 | 10,914 | 9,619 | ||||||||||||
Diluted loss per share attributable to Amtech shareholders | $ | (0.19 | ) | $ | (0.39 | ) | $ | (0.69 | ) | $ | (0.47 | ) | ||||
-1 | The number of common stock equivalents is calculated using the treasury stock method and the average market price during the period. |
Business_Segment_Information_T
Business Segment Information (Tables) | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Information concerning our business segments is as follows: | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
31-Mar-15 | March 31, 2014 | 31-Mar-15 | 31-Mar-14 | |||||||||||||
(dollars in thousands) | ||||||||||||||||
Net Revenues: | ||||||||||||||||
Solar * | $ | 9,463 | $ | 8,017 | $ | 17,749 | $ | 16,505 | ||||||||
Semiconductor | 12,088 | 2,271 | 12,820 | 6,346 | ||||||||||||
Polishing | 2,722 | 2,429 | 6,100 | 4,637 | ||||||||||||
$ | 24,273 | $ | 12,717 | $ | 36,669 | $ | 27,488 | |||||||||
Operating income (loss): | ||||||||||||||||
Solar * | $ | (724 | ) | $ | (4,133 | ) | $ | (3,219 | ) | $ | (4,326 | ) | ||||
Semiconductor | 730 | 207 | 630 | 748 | ||||||||||||
Polishing | 601 | 550 | 1,343 | 968 | ||||||||||||
Non-segment related | (2,543 | ) | (1,158 | ) | (5,482 | ) | (2,403 | ) | ||||||||
$ | (1,936 | ) | $ | (4,534 | ) | $ | (6,728 | ) | $ | (5,013 | ) | |||||
* The financial statement of business units included in the Solar segment include some sales of equipment and parts to the semiconductor, silicon wafer and MEMS industries, comprising less than 25% of the Solar segment revenue. | ||||||||||||||||
March 31, | September 30, | |||||||||||||||
2015 | 2014 | |||||||||||||||
(dollars in thousands) | ||||||||||||||||
Identifiable Assets: | ||||||||||||||||
Solar | $ | 67,669 | $ | 56,858 | ||||||||||||
Semiconductor | 58,292 | 5,593 | ||||||||||||||
Polishing | 5,887 | 6,253 | ||||||||||||||
Non-segment related | 13,934 | 21,200 | ||||||||||||||
$ | 145,782 | $ | 89,904 | |||||||||||||
Major_Customers_and_Foreign_Sa1
Major Customers and Foreign Sales (Tables) | 6 Months Ended | |||||
Mar. 31, 2015 | ||||||
Major Customers and Foreign Sales [Abstract] | ||||||
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | Our net revenues were to customers in the following geographic regions: | |||||
Six Months Ended March 31, | ||||||
2015 | 2014 | |||||
United States | 17 | % | 30 | % | ||
Other | 3 | % | — | % | ||
Total North America | 20 | % | 30 | % | ||
China | 28 | % | 15 | % | ||
Taiwan | 18 | % | 17 | % | ||
Other | 16 | % | 14 | % | ||
Total Asia | 62 | % | 46 | % | ||
Germany | 8 | % | 5 | % | ||
Other | 10 | % | 19 | % | ||
Total Europe | 18 | % | 24 | % | ||
100 | % | 100 | % |
Other_Accrued_Liabilities_Tabl
Other Accrued Liabilities (Tables) | 6 Months Ended | |||||||
Mar. 31, 2015 | ||||||||
Other Liabilities Disclosure [Abstract] | ||||||||
Other accrued liabilities | Other accrued liabilities consist of the following: | |||||||
31-Mar-15 | 30-Sep-14 | |||||||
(dollars in thousands) | ||||||||
Unearned research and development grants | $ | 2,878 | $ | 3,989 | ||||
Other | 4,548 | 1,357 | ||||||
$ | 7,426 | $ | 5,346 | |||||
Acquisition_Acquisition_Tables
Acquisition Acquisition (Tables) | 6 Months Ended | |||||||||||||||
Mar. 31, 2015 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Business Acquisition, Pro Forma Information | The following unaudited pro forma data has been prepared by adjusting the Company’s historical data to give effect to the Merger as if it had occurred on October 1, 2013 and includes adjustments for depreciation expense, amortization of intangibles, and the effect of other purchase accounting adjustments: | |||||||||||||||
Quarter Ended | Six Months Ended | |||||||||||||||
31-Mar-15 | 31-Mar-14 | 31-Mar-15 | 31-Mar-14 | |||||||||||||
(dollars in thousands, except per share data) | ||||||||||||||||
Revenue, net | $ | 26,061 | $ | 24,402 | $ | 52,972 | $ | 50,166 | ||||||||
Net loss | $ | (4,252 | ) | $ | (5,301 | ) | $ | (9,369 | ) | $ | (15,222 | ) | ||||
Earnings per share available to Amtech stockholders: | ||||||||||||||||
Basic | $ | (0.33 | ) | $ | (0.41 | ) | $ | (0.72 | ) | $ | (1.19 | ) | ||||
Diluted | $ | (0.33 | ) | $ | (0.41 | ) | $ | (0.72 | ) | $ | (1.19 | ) | ||||
Business Combination, Schedule Of Consideration Transferred | The Merger was an all-stock transaction. The following table summarizes the consideration transferred: | |||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
BTU common shares and restricted stock units exchanged | 9,681 | |||||||||||||||
Exchange ratio | 0.3291 | |||||||||||||||
Amtech common stock issued for consideration | 3,186 | |||||||||||||||
Amtech common stock per share price on January 30, 2015 | $ | 8.2 | ||||||||||||||
Consideration for BTU common shares and restricted stock units | $ | 26,125 | ||||||||||||||
Vested BTU stock options exchanged for Amtech stock options | $ | 500 | ||||||||||||||
Total fair value of consideration transferred | $ | 26,625 | ||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the consideration for the assets acquired and liabilities assumed on January 30, 2015: | |||||||||||||||
(In thousands) | ||||||||||||||||
Fair value of net tangible assets acquired | $ | 20,948 | ||||||||||||||
Goodwill | 4,347 | |||||||||||||||
Identifiable intangible assets | 1,330 | |||||||||||||||
Total consideration allocated | $ | 26,625 | ||||||||||||||
Basis_of_Presentation_Deferred
Basis of Presentation - Deferred Profit (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred revenues | $8,338 | $8,118 |
Deferred costs | 2,841 | 1,210 |
Deferred profit | $5,497 | $6,908 |
Basis_of_Presentation_Concentr
Basis of Presentation - Concentrations of Credit Risk (Details) | 6 Months Ended |
Mar. 31, 2015 | |
Customers | |
Accounts Receivable [Member] | |
Concentration Risk [Line Items] | |
Number of customers | 1 |
Accounts Receivable [Member] | Customer One [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 12.00% |
UNITED STATES | Cash and Cash Equivalents and Restricted Cash [Member] | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 60.00% |
Basis_of_Presentation_Restrict
Basis of Presentation - Restricted Cash (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restricted cash | $1,584 | $2,380 |
Basis_of_Presentation_Inventor
Basis of Presentation - Inventories (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Percentage of weighted average cost inventory | 50.00% | 70.00% |
Inventory, Net [Abstract] | ||
Purchased parts and raw materials | $14,410 | $8,797 |
Work-in-process | 11,111 | 4,809 |
Finished goods | 7,536 | 3,154 |
Inventory | $33,057 | $16,760 |
Basis_of_Presentation_Property
Basis of Presentation - Property, Plant and Equipment (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Sep. 30, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 34,531 | $24,056 |
Accumulated depreciation | -14,352 | -14,304 |
Property, plant and equipment - net | 20,179 | 9,752 |
Building | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 20 years | |
Building | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 25 years | |
Land, building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 18,022 | 10,414 |
Equipment and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,320 | 8,189 |
Equipment and machinery | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 3 years | |
Equipment and machinery | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 7 years | |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 5,189 | $5,453 |
Furniture and fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 5 years | |
Furniture and fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 10 years | |
Leasehold Improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 3 years | |
Leasehold Improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life (in years) | 7 years |
Basis_of_Presentation_Goodwill
Basis of Presentation - Goodwill (Details) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Mar. 31, 2015 |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning of year | $13,043 |
Goodwill, impaired, accumulated impairment loss, beginning of year | -4,720 |
Goodwill, net, beginning of year | 8,323 |
Goodwill recognized due to acquisitions | 6,619 |
Change in foreign exchange rates | -346 |
Goodwill, gross, end of quarter | 19,105 |
Goodwill, impaired, accumulated impairment loss, end of quarter | -4,509 |
Goodwill, net, end of quarter | 14,596 |
Solar | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning of year | 12,315 |
Goodwill, impaired, accumulated impairment loss, beginning of year | -4,720 |
Goodwill, net, beginning of year | 7,595 |
Goodwill recognized due to acquisitions | 2,272 |
Change in foreign exchange rates | -346 |
Goodwill, gross, end of quarter | 14,030 |
Goodwill, impaired, accumulated impairment loss, end of quarter | -4,509 |
Goodwill, net, end of quarter | 9,521 |
Semiconductor | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning of year | 0 |
Goodwill, impaired, accumulated impairment loss, beginning of year | 0 |
Goodwill, net, beginning of year | 0 |
Goodwill recognized due to acquisitions | 4,347 |
Change in foreign exchange rates | 0 |
Goodwill, gross, end of quarter | 4,347 |
Goodwill, impaired, accumulated impairment loss, end of quarter | 0 |
Goodwill, net, end of quarter | 4,347 |
Polishing | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning of year | 728 |
Goodwill, impaired, accumulated impairment loss, beginning of year | 0 |
Goodwill, net, beginning of year | 728 |
Change in foreign exchange rates | 0 |
Goodwill, gross, end of quarter | 728 |
Goodwill, impaired, accumulated impairment loss, end of quarter | 0 |
Goodwill, net, end of quarter | $728 |
Basis_of_Presentation_Intangib
Basis of Presentation - Intangibles (Details) (USD $) | 6 Months Ended | |||
Mar. 31, 2015 | Sep. 30, 2014 | Dec. 24, 2014 | Jan. 30, 2015 | |
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 9,175,000 | $6,112,000 | ||
Accumulated Amortization | -3,797,000 | -3,434,000 | ||
Net Carrying Amount | 5,378,000 | 2,678,000 | ||
Non-compete agreements | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 1,032,000 | 1,055,000 | ||
Accumulated Amortization | -1,032,000 | -955,000 | ||
Net Carrying Amount | 0 | 100,000 | ||
Non-compete agreements | Minimum | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Useful Life (in years) | 4 years | |||
Non-compete agreements | Maximum | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Useful Life (in years) | 8 years | |||
Customer lists | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 699,000 | 817,000 | ||
Accumulated Amortization | -568,000 | -592,000 | ||
Net Carrying Amount | 131,000 | 225,000 | ||
Useful Life (in years) | 10 years | |||
Technology | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 2,085,000 | 2,319,000 | ||
Accumulated Amortization | -1,734,000 | -1,682,000 | ||
Net Carrying Amount | 351,000 | 637,000 | ||
Technology | Minimum | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Useful Life (in years) | 5 years | |||
Technology | Maximum | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Useful Life (in years) | 10 years | |||
In-process research and development | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 1,600,000 | 1,600,000 | ||
Accumulated Amortization | -187,000 | -27,000 | ||
Net Carrying Amount | 1,413,000 | 1,573,000 | ||
Useful Life (in years) | 5 years | |||
Trade names | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 1,330,000 | 0 | ||
Accumulated Amortization | -18,000 | 0 | ||
Net Carrying Amount | 1,312,000 | 0 | ||
Useful Life (in years) | 15 years | |||
Other | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Gross Carrying Amount | 2,429,000 | 321,000 | ||
Accumulated Amortization | -258,000 | -178,000 | ||
Net Carrying Amount | 2,171,000 | 143,000 | ||
Other | Minimum | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Useful Life (in years) | 2 years | |||
Other | Maximum | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Useful Life (in years) | 12 years | |||
SoLayTec, B.V. | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Percentage of voting interests acquired | 51.00% | |||
Intangible assets acquired | 2,200,000 | |||
BTU International, Inc (BTU) | ||||
Acquired Finite and Indefinite-Lived Intangible Assets [Line Items] | ||||
Intangible assets acquired | $0 |
Basis_of_Presentation_Warranty
Basis of Presentation - Warranty (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $628 | $1,454 |
Warranty expenditures | -368 | -496 |
Warranty provisions/(adjustment) | 791 | -200 |
Ending balance | $1,051 | $758 |
Minimum | ||
Product Warranty [Line Items] | ||
Standard product warranty, period (in months) | 12 months | |
Maximum | ||
Product Warranty [Line Items] | ||
Standard product warranty, period (in months) | 24 months |
Basis_of_Presentation_StockBas
Basis of Presentation - Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Effect on income before income taxes | ($336) | [1] | ($197) | [1] | ($568) | [1] | ($373) | [1] |
Effect on income taxes | 58 | 119 | 95 | 159 | ||||
Effect on net income | ($278) | ($78) | ($473) | ($214) | ||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||||||||
Beginning Outstanding (in shares) | 35,203 | 69,154 | ||||||
Released (in shares) | -21,663 | -30,828 | ||||||
Ending Outstanding (in shares) | 13,540 | 38,326 | 13,540 | 38,326 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ||||||||
Beginning Outstanding, Weighted Average Grant Date Fair Value (usd per share) | $10.13 | $10.13 | ||||||
Released, Weighted Average Grant Date Fair Value (usd per share) | $11.47 | $10.08 | ||||||
Ending Outstanding, Weighted Average Grant Date Fair Value (usd per share) | $7.98 | $10.17 | $7.98 | $10.17 | ||||
Restricted Stock [Member] | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option vesting period (in years) | 4 years | |||||||
Restricted Stock [Member] | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option vesting period (in years) | 2 years | |||||||
Stock Options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||
Outstanding at beginning of period (in shares) | 1,063,324 | 1,059,417 | ||||||
Granted (in shares) | 327,500 | 220,406 | ||||||
Assumed - merger (in shares) | 367,229 | 0 | ||||||
Exercised (in shares) | -11,289 | -260,726 | ||||||
Forfeited (in shares) | -641 | -3,464 | ||||||
Outstanding at end of period (in shares) | 1,746,123 | 1,015,633 | 1,746,123 | 1,015,633 | ||||
Exercisable at end of period (in shares) | 1,102,682 | 664,934 | 1,102,682 | 664,934 | ||||
Weighted average fair value of options granted during the period (usd per share) | $5.91 | $4.38 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||||||||
Outstanding at beginning of period, Weighted Average Exercise Price (usd per share) | $7.37 | $6.71 | ||||||
Granted, Weighted Average Exercise Price (usd per share) | $9.74 | $7.01 | ||||||
Assumed - Merger, Weighted Average Exercise Price (usd per share) | $14.19 | $0 | ||||||
Exercised, Weighted Average Exercise Price (usd per share) | $4.91 | $4.28 | ||||||
Forfeited, Weighted Average Exercise Price (usd per share) | $9.08 | $6.92 | ||||||
Outstanding at end of period, Weighted Average Exercise Price (usd per share) | $9.26 | $7.40 | $9.26 | $7.40 | ||||
Exercisable at end of period, Weighted Average Exercise Price (usd per share) | $9.90 | $8.11 | $9.90 | $8.11 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||||||||
Risk free interest rate | 2.00% | 2.00% | ||||||
Expected life | 6 years | 6 years | ||||||
Dividend rate | 0.00% | 0.00% | ||||||
Volatility | 67.00% | 69.00% | ||||||
Stock Options | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option expiration period (in years) | 10 years | |||||||
Option vesting period (in years) | 4 years | |||||||
Stock Options | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option vesting period (in years) | 2 years | |||||||
[1] | Stock-based compensation expense is included in selling, general and administrative expenses. |
Basis_of_Presentation_Cash_Equ
Basis of Presentation - Cash Equivalents (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Millions, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Money market funds | $16 | $17 |
Basis_of_Presentation_Shipping
Basis of Presentation - Shipping Expense (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Shipping expenses | $400,000 | $200,000 | $0.70 | $0.50 |
Basis_of_Presentation_Research
Basis of Presentation - Research and Development Expense (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Research, development and engineering | $3,540 | $2,494 | $6,113 | $5,388 |
Grants earned | -2,790 | -339 | -3,527 | -2,344 |
Net research, development and engineering | $750 | $2,155 | $2,586 | $3,044 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2015 | Sep. 30, 2014 |
Income Tax Contingency [Line Items] | ||
Deferred tax assets, valuation allowance | 1.5 | |
Unrecognized tax benefits that would impact effective tax rate | 3.2 | 3.2 |
Unrecognized tax benefits, income tax penalties and interest accrued | 1.8 | $1.60 |
Minimum | ||
Income Tax Contingency [Line Items] | ||
Number of years open for tax examinations | 3 years | |
Maximum | ||
Income Tax Contingency [Line Items] | ||
Number of years open for tax examinations | 5 years |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Net income (loss) attributable to Amtech Systems, Inc. | ($2,321) | ($3,751) | ($7,515) | ($4,545) | ||||
Weighted average shares outstanding (in shares) | 11,997,000 | 9,679,000 | 10,914,000 | 9,619,000 | ||||
Basic income (loss) per share attributable to Amtech shareholders (dollars per share) | ($0.19) | ($0.39) | ($0.69) | ($0.47) | ||||
Common stock equivalents (in shares) | 0 | [1] | 0 | [1] | 0 | [1] | 0 | [1] |
Diluted shares (in shares) | 11,997,000 | 9,679,000 | 10,914,000 | 9,619,000 | ||||
Diluted income (loss) per share attributable to Amtech shareholders (dollars per share) | ($0.19) | ($0.39) | ($0.69) | ($0.47) | ||||
Stock Options | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,746,000 | 1,016,000 | ||||||
Restricted Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Antidilutive securities excluded from computation of earnings per share, amount | 14,000 | 38,000 | ||||||
[1] | The number of common stock equivalents is calculated using the treasury stock method and the average market price during the period. |
Business_Segment_Information_D
Business Segment Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | Dec. 24, 2014 |
segment | ||||||
Segment Reporting Information [Line Items] | ||||||
Number of business segments | 3 | |||||
Net Revenues | $24,273 | $12,717 | $36,669 | $27,488 | ||
Operating Income (Loss) | -1,936 | -4,534 | -6,728 | -5,013 | ||
Identifiable Assets | 145,782 | 145,782 | 89,904 | |||
Solar | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | 9,463 | 8,017 | 17,749 | 16,505 | ||
Operating Income (Loss) | -724 | -4,133 | -3,219 | -4,326 | ||
Identifiable Assets | 67,669 | 67,669 | 56,858 | |||
Semiconductor | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | 12,088 | 2,271 | 12,820 | 6,346 | ||
Operating Income (Loss) | 730 | 207 | 630 | 748 | ||
Identifiable Assets | 58,292 | 58,292 | 5,593 | |||
Polishing | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | 2,722 | 2,429 | 6,100 | 4,637 | ||
Operating Income (Loss) | 601 | 550 | 1,343 | 968 | ||
Identifiable Assets | 5,887 | 5,887 | 6,253 | |||
Non-segment related | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating Income (Loss) | -2,543 | -1,158 | -5,482 | -2,403 | ||
Identifiable Assets | $13,934 | $13,934 | $21,200 | |||
SoLayTec, B.V. | ||||||
Segment Reporting Information [Line Items] | ||||||
Percentage of voting interests acquired | 51.00% | |||||
Product Concentration Risk | Sales Revenue, Product Line | Semiconductor | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage (less than 25%) | 25.00% |
Major_Customers_and_Foreign_Sa2
Major Customers and Foreign Sales (Details) | 6 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Customer | Customer | |
Revenue, Major Customer [Line Items] | ||
Revenue, number of major customers | 1 | 2 |
Revenues, percentage | 100.00% | 100.00% |
United States | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 17.00% | 30.00% |
Other | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 3.00% | 0.00% |
Total North America | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 20.00% | 30.00% |
China | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 28.00% | 15.00% |
Taiwan | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 18.00% | 17.00% |
Other | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 16.00% | 14.00% |
Total Asia | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 62.00% | 46.00% |
Germany | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 8.00% | 5.00% |
Other | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 10.00% | 19.00% |
Total Europe | ||
Revenue, Major Customer [Line Items] | ||
Revenues, percentage | 18.00% | 24.00% |
Customer Number One | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 19.00% | 18.00% |
Customer Number Two | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 16.00% |
Other_Accrued_Liabilities_Deta
Other Accrued Liabilities (Details) (USD $) | Mar. 31, 2015 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | ||
Other Liabilities Disclosure [Abstract] | ||
Unearned research and development grants | $2,878 | $3,989 |
Other | 4,548 | 1,357 |
Other accrued liabilities | $7,426 | $5,346 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | Mar. 31, 2015 | Jan. 30, 2015 | Dec. 31, 2014 |
In Millions, unless otherwise specified | |||
BTU International, Inc (BTU) Merger | |||
Debt Instrument [Line Items] | |||
Long-term debt acquired | $7.20 | ||
Long-term debt | 7.1 | ||
Interest rate | 4.40% | ||
SoLayTec, B.V. | |||
Debt Instrument [Line Items] | |||
Long-term debt acquired | 2 | ||
Long-term debt | $2.10 | ||
SoLayTec, B.V. | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.95% | ||
SoLayTec, B.V. | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate | 10.00% |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 6 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Sep. 30, 2014 | Jan. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Purchase obligation | $29,800,000 | $7,900,000 | ||
Price of an ion implanter | 125,000 | 214,000 | ||
Revenue from Grants | 4,100,000 | |||
Grant revenue commitment to the project, by July 2014 | 6,100,000 | |||
Kingstone Holding Company [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment, ownership percentage | 55.00% | |||
Kingstone Semiconductor Company Ltd [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Percentage of voting interest of acquiree owned subsidiary | 100.00% | |||
Tempress Systems and Energy Research Centre Agreement [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Price of an ion implanter | 1,400,000 | |||
Ownership rights to results of projects developed separately by individual parties | 100.00% | |||
R&D Agreement term | 4 years | |||
Required contribution in form of labor and assets | 1,400,000 | |||
Number of years from agreement start for contribution for project support | 2 years | |||
Environmental Clean-up | BTU International, Inc (BTU) Merger | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Loss contingency accrual | 100,000 | 200,000 | ||
Letter of credit | $200,000 |
Acquisition_Details
Acquisition (Details) (USD $) | 0 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 24, 2014 | Jan. 30, 2015 |
SoLayTec, B.V. | ||
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired | 51.00% | |
Purchase price consideration | $1.90 | |
BTU International, Inc (BTU) Merger | Merger Agreement | ||
Business Acquisition [Line Items] | ||
Shares issued upon conversion | 3,185,852 | |
Parent Company | Merger Agreement | ||
Business Acquisition [Line Items] | ||
Exchange ratio | 0.3291 |
Acquisition_Pro_Forma_Details
Acquisition - Pro Forma (Details) (BTU International, Inc (BTU) Merger, USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 |
BTU International, Inc (BTU) Merger | ||||
Business Acquisition [Line Items] | ||||
Revenue, net | $26,061 | $24,402 | $52,972 | $50,166 |
Net loss | ($4,252) | ($5,301) | ($9,369) | ($15,222) |
Basic (in dollars per share) | ($0.33) | ($0.41) | ($0.72) | ($1.19) |
Diluted (in dollars per share) | ($0.33) | ($0.41) | ($0.72) | ($1.19) |
Acquisition_Consideration_Tran
Acquisition - Consideration Transferred (Details) (BTU International, Inc (BTU) Merger, USD $) | 0 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jan. 30, 2015 | Jan. 30, 2015 |
Business Acquisition [Line Items] | ||
Exchange ratio | 0.3291 | |
Amtech common stock issued for consideration | 3,186 | |
Amtech common stock per share price on January 30, 2015 | $8.20 | $8.20 |
Consideration for BTU common shares and restricted stock units | $26,125 | |
Total fair value of consideration transferred | $26,625 | |
Common And Restricted Shares | ||
Business Acquisition [Line Items] | ||
BTU common shares and restricted stock units exchanged | 9,681 | |
Stock Options | ||
Business Acquisition [Line Items] | ||
BTU common shares and restricted stock units exchanged | 500 |
Acquisition_Assets_Acquired_an
Acquisition - Assets Acquired and Liabilities Assumed (Details) (USD $) | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Jan. 30, 2015 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $14,596,000 | $14,596,000 | $8,323,000 | |||
Goodwill recognized due to acquisitions | 6,619,000 | |||||
BTU International, Inc (BTU) Merger | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of net tangible assets acquired | 20,948,000 | |||||
Goodwill | 4,347,000 | |||||
Identifiable intangible assets | 1,330,000 | |||||
Total consideration allocated | 26,625,000 | |||||
Transaction-related costs | 2,000,000 | 800,000 | 100,000 | 100,000 | ||
Semiconductor | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 4,347,000 | 4,347,000 | 0 | |||
Goodwill recognized due to acquisitions | 4,347,000 | |||||
Semiconductor | BTU International, Inc (BTU) Merger | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill recognized due to acquisitions | $4,300,000 | |||||
Trade names | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life (in years) | 15 years | |||||
Trade names | BTU International, Inc (BTU) Merger | ||||||
Business Acquisition [Line Items] | ||||||
Useful Life (in years) | 15 years |