Quarterly report pursuant to Section 13 or 15(d)

Acquisition of the STC-MEMS Business

Acquisition of the STC-MEMS Business
9 Months Ended
Mar. 31, 2018
Business Combinations [Abstract]  
Acquisition of the STC-MEMS Business

Note 4. Acquisition of the STC-MEMS Business


On March 23, 2017, the Company entered into a Definitive Asset Purchase Agreement and a Definitive Real Property Purchase Agreement with the Research Foundation of the State University of New York (“RF-SUNY”), a New York State education corporation, on behalf of The State University of New York Polytechnic Institute, and Fuller Road Management Corporation (”FRMC”), an affiliate of RF-SUNY to acquire certain specified assets, including STC- MEMS, a semiconductor wafer-manufacturing operation and MEMS business with associated wafer-manufacturing tools (the “STC-MEMS Business”), as well as the real estate and improvements associated with the facility located in Canandaigua, New York (the “NY Facility”). The acquisition allows the Company to internalize manufacturing, increase capacity and control its wafer supply chain for single crystal bulk acoustic wave (“BAW”) radio frequency (“RF”) filters. The Company will utilize the NY Facility to consolidate all aspects of wafer manufacturing for its high-band RF filters.


The STC-MEMS Business was created in 2010 by RF-SUNY to form a vertically integrated “one-stop-shop” in smart system and smart-device innovation and manufacturing. The NY Facility was designed to provide its customers the capacity, infrastructure and operational capabilities in all areas of semiconductor and advanced manufacturing, while covering a diverse number of markets including aerospace, biomedical, communications, defense, and energy. Located just outside of Rochester, the NY Facility includes certified cleanroom manufacturing, advanced test and metrology, as well as a MEMS and optoelectronic packaging facility.


The Company also agreed to assume substantially all the on-going obligations of the STC-MEMS Business incurred in the ordinary course of business, including with respect to its 29 employees. The acquisition closed on June 26, 2017.


The purchase price paid for the transaction was an aggregate of approximately $4.58 million consisting of (i) $2.75 million in cash consideration, (ii) $96,000 in inventory, and (iii) a contingent real estate liability of approximately $1.73 million.


The following presents the unaudited pro-forma combined results of operations of the Company with the STC-MEMS Business as if the entities were combined on July 1, 2016.


    For the Three Months Ended March 31,   For the Nine Months Ended March 31,
    2017   2017
Revenue   $ 890,727     $ 2,179,212  
Net loss   $ (3,622,744 )   $ (10,938,529 )
Net loss per common share   $ (0.20 )   $ (0.67 )
Weighted average common shares outstanding     17,691,114       16,419,225