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
	March 31, 2015			March 31, 2014			March 31, 2015			March 31, 2014
	(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	$	8.20
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:



(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.