UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number: 0-11412
AMTECH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Arizona 86-0411215
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
131 South Clark Drive, Tempe, Arizona 85281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 480-967-5146
The undersigned Registrant hereby amends its Form 10-K for the fiscal year ended
September 30, 2001, as follows:
Part II, Item 6 and Item 8 are hereby amended to change pro form net income
for fiscal 2001 to the amount reported as income before cumulative effect of
change in accounting principle, in order to reflect the retroactive application
of Securities and Exchange Commission Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements" to prior periods.
PART II
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data set forth with respect to the Company's
operations for each of the years in the three year period ended September 30,
2001 and with respect to the balance sheets at September 30, 2001 and 2000 are
derived from audited financial statements that have been audited by Arthur
Andersen LLP, independent public accountants, which are included elsewhere in
this Report and are qualified by reference to such financial statements. Data
from the statements of operations for the fiscal years ended September 30, 1997
and 1996 and the balance sheet data at September 30, 1998, 1997 and 1996 are
derived from financial statements not included in this Report. The selected
financial data should be read in conjunction with Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
the Company's financial statements (including the related notes thereto)
contained elsewhere in this Report.
Effective October 1, 2001, the Company changed its revenue recognition
policy. See Note 2 in the Notes to Consolidated Financial Statements and the pro
forma information contain herein. As revenue is not reported on a consistent
basis between years, certain data contained in this report may not be comparable
between years.
FISCAL YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------------------------
2001 (4) 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
OPERATING DATA:
Net revenues $ 22,851,920 $ 19,027,446 $ 14,766,075 $ 16,213,904 $ 11,111,142
Operating income (loss)(1)(3) 1,576,572 1,982,280 567,776 (904,334) 215,420
Income (loss) before
cumulative effect of a
change in accounting
principle (1)(3) 1,153,292 1,325,421 362,307 (589,887) 237,709
Cumulative effect of a
change in accounting
principle, net of tax (4) (690,211) -- -- -- --
Net income (loss)(1)(3)(4) $ 463,081 $ 1,325,421 $ 362,307 $ (589,887) $ 237,709
NET INCOME (LOSS) PER SHARE:
BASIC:
Income (loss) before
cumulative effect of a
change in accounting
principle (1)(2)(3) $ .43 $ .56 $ .17 $ (.28) $ .10
Cumulative effect of a
change in accounting
principle, net of tax (4) (.26) -- -- -- --
Net income (loss)(1)(2)(3)(4) $ .17 $ .56 $ .17 $ (.28) $ .10
FULLY DILUTED:
Income (loss) before
cumulative effect of a
change in accounting
principle (1)(2)(3) $ .41 $ .56 $ .17 $ (.28) $ .10
Cumulative effect of a
change in accounting
principle, net of tax (4) (.25) -- -- -- --
Net income (loss)(1)(2)(3)(4) $ .16 $ .56 $ .17 $ (.28) $ .10
Proforma amounts with the change
in accounting principle applied
retroactively (unaudited):
Total revenue $ 22,851,920 $ 18,908,378 $ 15,678,058 ** **
Net income $ 1,153,292 $ 1,060,619 $ 480,845 ** **
Net income per share:
Basic $ .43 $ .49 $ .23 ** **
Diluted $ .41 $ .45 $ .22 ** **
BALANCE SHEET DATA:
Cash and cash equivalents $ 5,998,120 $ 5,784,500 $ 1,124,685 $ 1,351,542 $ 1,975,040
Working capital 11,502,535 10,933,683 5,374,231 4,993,455 5,271,320
Total assets 18,570,570 17,483,260 8,744,558 9,325,479 9,355,092
Total current liabilities 4,740,552 4,666,787 1,747,513 2,530,723 2,108,165
Long-term obligations 246,184 236,590 286,828 347,667 318,721
Retained earnings
(accumulated deficit) 1,386,544 923,463 (401,958) (764,265) (174,378)
Stockholders' equity 13,583,834 12,579,883 6,710,217 6,447,089 6,928,206
(1) The results for the fiscal years 1998 and 1997 include approximately
$170,000 and $85,000, respectively, of expenses related to the
photo-assisted CVD research and development project suspended at the end of
fiscal 1998. In addition, in fiscal 1998 the Company took a charge of
$184,000 for the write-off of certain long-lived assets.
(2) The results shown have been restated to reflect the one-for-two reverse
split of Common Stock that was effective March 15, 1999.
(3) Income from continuing operations for fiscal 1997 includes a $115,487 gain
from the disposition of the Company's interest in the Seil Semicon joint
venture.
(4) The Company recorded a non-cash charge of $690,211, after reduction for
income tax benefits of $410,000, or ($0.26) per basic share, to reflect the
cumulative effect of the accounting change as of October 1, 2000, related
to the adoption of Securities and Exchange Commission ("SEC") Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements."
** Data is not available to provide pro forma information for this year.
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended September 30,
-------------------------------------------
2001 2000 1999
------------ ------------ ------------
Net revenues $ 22,851,920 $ 19,027,446 $ 14,766,075
Cost of sales 15,974,260 12,398,560 10,599,708
------------ ------------ ------------
Gross margin 6,877,660 6,628,886 4,166,367
Selling, general and administrative 4,918,902 4,169,631 3,330,348
Research and development 382,186 476,975 268,243
------------ ------------ ------------
Operating income 1,576,572 1,982,280 567,776
Interest income, net 246,720 93,141 34,531
------------ ------------ ------------
Income before income taxes and cumulative effect of
change in accounting principle 1,823,292 2,075,421 602,307
Income tax provision 670,000 750,000 240,000
------------ ------------ ------------
Income before cumulative effect of change in accounting principle 1,153,292 1,325,421 362,307
Cumulative effect of change in accounting principle,
net of tax benefit of $410,000 (690,211) -- --
------------ ------------ ------------
NET INCOME $ 463,081 $ 1,325,421 $ 362,307
============ ============ ============
EARNINGS PER SHARE:
Basic
Income before cumulative effect of change in accounting principle $ .43 $ .61 $ .17
Cumulative effect of change in accounting principle, net of tax (.26) -- --
------------ ------------ ------------
Basic earnings per share $ .17# $ .61# $ .17
============ ============ ============
Diluted
Income before cumulative effect of change in accounting principle $ .41 $ .56 $ .17
Cumulative effect of change in accounting principle, net of tax (.25) -- --
------------ ------------ ------------
Diluted earnings per share $ .16 $ .56 $ .17
============ ============ ============
Number of shares used in per share calculations:
Basic 2,661,001 2,158,562 2,109,815
Diluted 2,821,583 2,336,497 2,189,201
PRO FORMA AMOUNTS WITH THE CHANGE IN ACCOUNTING PRINCIPLE RELATED TO REVENUE
APPLIED RETROACTIVELY (UNAUDITED):
Net revenues $ 22,851,920 $ 18,908,378 $ 15,678,058
Net income 1,153,292 1,060,619 480,845
Earnings per share:
Basic $ .43 $ .49 $ .23
Diluted $ .41 $ .45 $ .22
The accompanying notes are an integral part of these
consolidated financial statements.
F-1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
AMTECH SYSTEMS, INC.
January 29, 2002 By: /s/ Jong S. Whang
--------------------------------------
Jong S. Whang, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Form 10-K has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Jong S. Whang Chairman of the Board, President February 15, 2002
------------------------- (Principal Executive Officer)
Jong S. Whang
/s/ Robert T. Hass Vice President-Finance February 15, 2002
------------------------- (Chief Financial & Accounting
Robert T. Hass Officer)
/s/ * Director February 15, 2002
-------------------------
Donald F. Johnston
/s/ * Director February 15, 2002
-------------------------
Alvin Katz
/s/ * Director February 15, 2002
-------------------------
Bruce R. Thaw
----------
* By: /s/ Robert T. Hass
-------------------
Robert T. Hass