Amtech Systems Inc. Reports Pro Forma Information on the P. R. Hoffman Acquisition.TEMPE, Ariz.--(BUSINESS WIRE)--Sept. 11, 1997--AMTECH SYSTEMS INC inc - /ink/ increment, i.e. increase by one. Especially used by assembly programmers, as many assembly languages have an "inc" mnemonic. Antonym: dec. . (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ASYS) ("Amtech") today reported its pro forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma consolidated sales and pro forma income from continuing operations continuing operations Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the for the year ended Sept. 30, 1996, and the six months ended March 31, 1997, adjusted to include the operations of P. R. Hoffman Machine Products Corporation ("P. R. Hoffman") as if the acquisition of that business (the "Acquisition") had occurred on Oct. 1, 1995. For the six months ended March 31, 1997, the unaudited pro forma consolidated sales and net income were $8.3 million and $587,000, or $.10 per share, respectively, compared to the historical consolidated sales and net income reported by Amtech for that period of $4.6 million and $166,000, or $.04 per share, respectively. For the year ended Sept. 30, 1996, the unaudited pro forma consolidated sales and net income were $15 million and $356,000, or $.08 per share, respectively, compared to the historical consolidated sales and net income of Amtech for that period of $8.4 million and $198,000, or $.05 per share, respectively. The pro forma financial information above and on the following pages should be read in conjunction with the historical financial statements of Amtech filed on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended Sept. 30, 1996, and filed on Form 10-Q Form 10-Q See 10-Q. for the six months ended March 31, 1997, as well as the historical financial statements of P. R. Hoffman and pro forma financial statements Pro forma financial statements A firm's financial statements as adjusted to reflect a projected or planned transaction. "What-if" analysis. of Amtech included in the company's Report on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. filed July 9, 1997, as amended on Sept. 9, 1997. The unaudited pro forma consolidated financial information presented herein does not purport To convey, imply, or profess; to have an appearance or effect. The purport of an instrument generally refers to its facial appearance or import, as distinguished from the tenor of an instrument, which means an exact copy or duplicate. PURPORT, pleading. to represent what the company's actual results of operations would have been had the Acquisition occurred on that date or to project the company's results of operations for any future period. Amtech reported on July 2, 1997, that it had acquired substantially all of the assets, and assumed certain of the related liabilities of P. R. Hoffman. In connection with the Acquisition, Amtech paid cash, issued unregistered shares of its common stock, assumed certain liabilities and has agreed to issue additional consideration subject to the future profits of P. R. Hoffman. P. R. Hoffman, headquartered in Carlisle, Pa., specializes in developing, manufacturing, and marketing double sided precision lapping and polishing machines for semiconductor silicon wafers wafers compressed roughage in flat plates useful for feeding to animals in transit. and related products, including carriers, templates, and replacement parts. P. R. Hoffman services both the national and international high tech silicon wafer (1) A small, thin continuous-loop magnetic tape cartridge that has been used from time to time for data storage and specialized applications. (2) The base unit of chip making. It is a slice taken from a salami-like silicon crystal ingot up to 12" (300mm) in diameter. manufacturing markets. For the years ended Dec. 31, 1996 and 1995, P. R. Hoffman had sales of $6.6 million and $4.9 million, respectively. Net income generated by P. R. Hoffman during the years ended Dec. 31, 1996 and 1995 was $458,000 and $161,000, respectively. For the six months ended June 30, 1997 and 1996, P. R. Hoffman had sales of $3.7 million and $3.9 million, respectively. Net income generated during the six months ended June 30, 1997 and 1996 was $789,000 and $668,000, respectively. J.S. Whang, president and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Amtech, stated that,"In keeping with our growth strategy, the acquisition of P. R. Hoffman will complement our existing business line and expand our overall market share. We expect the addition of P. R. Hoffman will result in increased profits through the synergies created by the addition of new product lines and the sale of P. R. Hoffman's products through Amtech's existing distribution channels." The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 provides a "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " for forward looking statements. Certain information included in this press release (as well as information included in oral statements or other written statements made or to be made by Amtech) contains statements that are forward-looking. Such forward looking information involves a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those discussed or anticipated by management. Potential risks and uncertainties include, among other factors, general business conditions, competitive market conditions, success of Amtech's growth and sales strategies, and whether Amtech will be able to successfully integrate the operations of P. R. Hoffman. For more information, review Amtech's filings with the Securities and Exchange Commission, including, but not limited to, Amtech's annual report on Form 10-K, quarterly reports on Form 10-Q, and its report on Form 8-K filed July 9, 1997, as amended by the Form 8-K/A filed Sept. 9, 1997. Amtech manufactures capital equipment for use in the production of semiconductors, including the Tempress(R) Systems' horizontal diffusion diffusion, in chemistry, the spontaneous migration of substances from regions where their concentration is high to regions where their concentration is low. Diffusion is important in many life processes. furnace furnace, enclosed space for the burning of fuel. There are many kinds of furnaces, the type depending upon the fuel and the use to which the heat produced within it is put. Most familiar are the furnaces used in the heating of buildings. , ATMOSCAN(R), an environmentally controlled wafer processing system, IBAL IBAL Irish Business Against Litter , modular robotic devices which automate the process of wafer loading and unloading Unloading Selling securities or commodities whose prices are dropping to minimize loss. , and load stations, which load Tempress(R) and other brands of furnaces. -0-
CONDENSED STATEMENT OF CONTINUING OPERATIONS (UNAUDITED)
SIX MONTHS ENDED YEAR ENDED
MARCH 31, 1997 SEPT. 31, 1996
Historical Pro Forma Historical Pro Forma
---------------------- ----------------------
REVENUES $4,590,327 $8,267,948 $8,414,005 $15,028,672
COST OF
PRODUCTS SOLD 3,220,516 5,583,769 5,516,936 10,456,630
GROSS MARGIN 1,369,811 2,684,179 2,897,069 4,572,042
SELLING AND
GENERAL EXPENSES 1,207,802 1,763,020 2,386,466 3,669,204
RESEARCH AND
DEVELOPMENT
EXPENSES 130,894 132,769 324,727 356,910
LOSSES (GAIN)
FROM PRIOR
JOINT VENTURE (115,487) (115,487) 65,063 65,063
OPERATING PROFIT 146,602 903,877 120,813 480,865
INTEREST INCOME
(EXPENSE) - NET 94,149 28,149 226,778 94,778
PROVISION
FOR INCOME TAXES 75,000 345,000 150,000 220,000
INCOME FROM
CONTINUING
OPERATIONS $165,751 $587,026 $197,591 $355,643
INCOME PER
SHARE FROM
CONTINUING
OPERATIONS $.04 $.10 $.05 $.08
AVERAGE SHARES
OUTSTANDING 6,485,201 6,665,151 6,341,027 6,519,334
CONDENSED BALANCE SHEETS (UNAUDITED)
MARCH 31, 1997
Historical Pro Forma
------------------------
CASH AND EQUIVALENTS $1,439,920 $99,906
SHORT-TERM INVESTMENTS 2,239,354 971,388
ACCOUNTS RECEIVABLE-NET 3,457,520 4,584,921
INVENTORIES AND PREPAID EXPENSES 745,470 1,946,048
DEFERRED INCOME TAXES 268,000 326,283
TOTAL CURRENT ASSETS 8,150,264 7,928,546
PLANT AND EQUIPMENT - NET 994,110 1,421,247
ALL OTHER ASSETS 59,799 759,746
---------- -----------
$9,204,173 $10,109,539
CURRENT LIABILITIES $2,240,053 $2,515,270
LONG-TERM DEBT AND OTHER LIABILITIES 234,705 343,854
TOTAL STOCKHOLDERS' INVESTMENT 6,729,415 7,250,415
---------- -----------
$9,204,173 $10,109,539
CONTACT: AMTECH SYSTEMS INC., Tempe Robert T. Hass, 602/967-5146 |
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