Annual report pursuant to Section 13 and 15(d)

Acquisitions

v3.5.0.2
Acquisitions
 12 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
Acquisitions
Acquisitions

Acquisition of BTU International, Inc.

On January 30, 2015, the Company completed its acquisition of BTU (the "Merger"). 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 as if the acquisition of BTU occurred on October 1, 2013 and includes adjustments for depreciation expense, amortization of intangibles, and the effect of other purchase accounting adjustments. In addition, the unaudited pro forma consolidated results do not purport to project the future results of operations of the combined company nor do they reflect the expected realization of any cost savings associated with the acquisition.
 
 
Years Ended (unaudited)
 
 
September 30, 2015
 
September 30, 2014
 
 
(dollars in thousands, except per share data)
Revenue, net
 
$
121,186

 
$
111,531

Net loss
 
$
(9,223
)
 
$
(15,586
)
Earnings per share available to Amtech stockholders:
 
 
 
 
Basic
 
$
(0.70
)
 
$
(1.21
)
Diluted
 
$
(0.70
)
 
$
(1.21
)


 
 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
$
8.20

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, including the effects of measurement period adjustments recorded in fiscal 2016:
(In thousands)
Initial Estimate
Adjustments
Final Allocation
Fair value of net tangible assets acquired
$
19,232

$
(600
)
$
18,632

Goodwill
4,463

600

5,063

Identifiable intangible assets
2,930

—

2,930

Total consideration allocated
$
26,625

$
—

$
26,625


Refer to Note 1 "Summary of Significant Accounting Policies" for additional information on Goodwill and Intangible Assets.
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 $4.0 million and $1.3 million for fiscal 2015 and 2014, respectively, are included in the Selling, General and Administrative line in the 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 fiscal 2015.