The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
The accompanying notes are an integral part of these condensed consolidated financial statements.
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2020 AND 2019
(UNAUDITED)
1. Basis of Presentation and Significant Accounting Policies
Nature of Operations and Basis of Presentation – Amtech Systems, Inc. (the “Company,” “Amtech,” “we,” “our” or “us”) is a leading, global manufacturer of capital equipment, including thermal processing and wafer polishing, and related consumables used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon power devices, analog and discrete devices, electronic assemblies and light-emitting diodes (LEDs). We sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe.
We serve niche markets in industries that are experiencing technological advances, and which historically have been very cyclical. Therefore, future profitability and growth depend on our ability to develop or acquire and market profitable new products and on our ability to adapt to cyclical trends.
In the second quarter of fiscal 2019, we began the process to divest our solar business. As such, we have reported the results of the Solar segment as discontinued operations in our Condensed Consolidated Statements of Operations. These divestitures were completed in the second quarter of fiscal 2020. For additional information on the divestitures, see Note 11. For additional information on our segments, see Note 9.
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and consequently do not include all disclosures normally required by accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly our financial position, results of operations and cash flows. Certain information and note disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed balance sheet at September 30, 2020, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.
Our fiscal year is from October 1 to September 30. Unless otherwise stated, references to the years 2021 and 2020 relate to the fiscal year ending September 30, 2021 and the fiscal year ended September 30, 2020, respectively.
The consolidated results of operations for the three months ended December 31, 2020, are not necessarily indicative of the results to be expected for the full fiscal year.
Principles of Consolidation – The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates – The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
9
Reclassifications – Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. These reclassifications had no effect on the previously reported consolidated financial statements for any period.
Divestitures – Significant accounting policies associated with a decision to dispose of a business are discussed below:
Discontinued Operations – A business is classified as discontinued operations if the disposal represents a strategic shift that will have a major effect on operations or financial results and meets the criteria to be classified as held for sale or is disposed of by sale or otherwise. Significant judgments are involved in determining whether a business meets the criteria for discontinued operations reporting and the period in which these criteria are met. If a business is reported as a discontinued operation, the results of operations through the date of sale, including any gain or loss recognized on the disposition, are presented on a separate line of the Condensed Consolidated Statements of Operations. Interest on debt directly attributable to the discontinued operation is allocated to discontinued operations.
Assets Held for Sale – An asset or business is classified as held for sale when (i) management commits to a plan to sell and it is actively marketed; (ii) it is available for immediate sale and the sale is expected to be completed within one year; and (iii) it is unlikely significant changes to the plan will be made or that the plan will be withdrawn. In isolated instances, assets held for sale may exceed one year due to events or circumstances beyond our control. The assets and related liabilities are aggregated and reported on separate lines of the Condensed Consolidated Balance Sheets.
Shipping Expense – Shipping and handling fees associated with inbound and outbound freight are expensed as incurred and included in selling, general and administrative expenses. Shipping expense is immaterial in all periods presented.
Research, Development and Engineering Expense – The table below shows gross research and development expenses and grants earned, in thousands:
|
|
Three Months Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Research, development and engineering
|
|
$
|
1,245
|
|
|
$
|
763
|
|
Grants earned
|
|
|
—
|
|
|
|
(141
|
)
|
Net research, development and engineering
|
|
$
|
1,245
|
|
|
$
|
622
|
|
Concentrations of Credit Risk – Our customers consist of semiconductor manufacturers worldwide, as well as the lapping and polishing marketplace. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and trade accounts receivable. Credit risk is managed by performing ongoing credit evaluations of the customers’ financial condition, by requiring significant deposits where appropriate, and by actively monitoring collections. Letters of credit are required of certain customers depending on the size of the order, type of customer or its creditworthiness, and country of domicile.
As of December 31, 2020, three Semiconductor segment customers individually represented 16%, 14% and 13% of accounts receivable. As of September 30, 2020, two Semiconductor customers individually represented 11% and 10% of accounts receivable.
We maintain our cash and cash equivalents in multiple financial institutions. Balances in the United States, which account for approximately 88% and 89% of total cash balances as of December 31, 2020 and September 30, 2020, respectively, are primarily invested in U.S. Treasuries or are in financial institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). The remainder of our cash is maintained with financial institutions with reputable credit in China, the United Kingdom, Singapore and Malaysia. We maintain cash in bank accounts in amounts which at times may exceed federally insured limits. We have not experienced any losses on such accounts.
10
Refer to Note 10 to Condensed Consolidated Financial Statements for information regarding major customers, foreign sales and revenue in other countries subject to fluctuation in foreign currency exchange rates.
Impact of Recently Issued Accounting Pronouncements
There have been no material changes or additions to the recently issued accounting standards other than those previously reported in Note 1 to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended September 30, 2020 that affect or may affect our consolidated financial statements.
2. Contracts with Customers
The components of contract liabilities are as follows, in thousands:
|
|
December 31,
2020
|
|
|
September 30,
2020
|
|
Customer deposits
|
|
$
|
1,156
|
|
|
$
|
1,224
|
|
Contract liabilities
|
|
$
|
1,156
|
|
|
$
|
1,224
|
|
3. Leases
We lease office space, buildings, land, vehicles and equipment. Lease agreements with an initial term of 12 months or less are not recorded on the balance sheet. Instead, we recognize the lease expense as incurred over the lease term.
Certain lease agreements include one or more options to renew, with renewal terms that can extend the lease term from one to five years. The exercise of lease renewal options is at our sole discretion. Some agreements also include options to purchase the leased property. The estimated life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Significant Accounting Policy
We determine if a contract or arrangement is, or contains, a lease at inception. Balances related to operating leases are included in right-of-use (“ROU”) assets in our Condensed Consolidated Balance Sheets. Balances related to financing leases are immaterial and are included in property and equipment, other current liabilities, and long-term lease liability in our Condensed Consolidated Balance Sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As none of our leases provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset includes any prepaid lease payments and additional direct costs and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
11
The following table provides information about the financial statement classification of our lease balances reported within the Condensed Consolidated Balance Sheets as of December 31, 2020 and September 30, 2020, in thousands:
|
|
December 31,
2020
|
|
|
September 30,
2020
|
|
Assets
|
|
|
|
|
|
|
|
|
Operating lease assets
|
|
$
|
5,155
|
|
|
$
|
5,124
|
|
Finance lease assets
|
|
|
23
|
|
|
|
26
|
|
Total lease assets
|
|
$
|
5,178
|
|
|
$
|
5,150
|
|
Liabilities
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
|
|
|
Operating lease liabilities
|
|
$
|
131
|
|
|
$
|
113
|
|
Finance lease liabilities
|
|
|
10
|
|
|
|
11
|
|
Non-current
|
|
|
|
|
|
|
|
|
Operating lease liabilities
|
|
|
5,077
|
|
|
|
5,048
|
|
Finance lease liabilities
|
|
|
13
|
|
|
|
16
|
|
Total lease liabilities
|
|
$
|
5,231
|
|
|
$
|
5,188
|
|
The following table provides information about the financial statement classification of our lease expenses reported in the Condensed Consolidated Statements of Operations for the three months ended December 31, 2020 and 2019, in thousands:
|
|
|
|
Three Months Ended December 31,
|
|
Lease cost
|
|
Classification
|
|
2020
|
|
|
2019
|
|
Operating lease cost
|
|
Cost of sales
|
|
$
|
71
|
|
|
$
|
63
|
|
Operating lease cost
|
|
Selling, general and administrative expenses
|
|
|
48
|
|
|
|
13
|
|
Finance lease cost
|
|
Cost of sales
|
|
|
2
|
|
|
|
5
|
|
Finance lease cost
|
|
Selling, general and administrative expenses
|
|
|
2
|
|
|
|
2
|
|
Short-term lease cost
|
|
Cost of sales
|
|
|
27
|
|
|
|
—
|
|
Total lease cost
|
|
|
|
$
|
150
|
|
|
$
|
83
|
|
Future minimum lease payments under non-cancelable leases as of December 31, 2020 are as follows, in thousands:
|
|
Operating leases
|
|
|
Finance Leases
|
|
|
Total
|
|
Remainder of 2021
|
|
$
|
265
|
|
|
$
|
8
|
|
|
$
|
273
|
|
2022
|
|
|
349
|
|
|
|
8
|
|
|
|
357
|
|
2023
|
|
|
336
|
|
|
|
6
|
|
|
|
342
|
|
2024
|
|
|
315
|
|
|
|
2
|
|
|
|
317
|
|
2025
|
|
|
298
|
|
|
|
—
|
|
|
|
298
|
|
Thereafter
|
|
|
6,944
|
|
|
|
—
|
|
|
|
6,944
|
|
Total lease payments
|
|
|
8,507
|
|
|
|
24
|
|
|
|
8,531
|
|
Less: Interest
|
|
|
3,299
|
|
|
|
1
|
|
|
|
3,300
|
|
Present value of lease liabilities
|
|
|
5,208
|
|
|
|
23
|
|
|
$
|
5,231
|
|
Operating lease payments include $3.9 million related to options to extend lease terms that are reasonably certain of being exercised.
12
The following table provides information about the remaining lease terms and discount rates applied as of December 31, 2020:
|
|
December 31,
2020
|
|
Weighted average remaining lease term
|
|
|
|
|
Operating leases
|
|
23.60 years
|
|
Finance leases
|
|
2.69 years
|
|
Weighted average discount rate
|
|
|
|
|
Operating leases
|
|
|
4.17
|
%
|
Finance leases
|
|
|
4.17
|
%
|
4. Earnings Per Share
Basic earnings per share (“EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. In the case of a net loss, diluted earnings per share is calculated in the same manner as basic EPS.
For the three months ended December 31, 2020 and 2019, options for 471,000 and 703,000 weighted average shares, respectively, were excluded from the diluted EPS calculations because they were anti-dilutive. These shares could become dilutive in the future.
A reconciliation of the denominators of the basic and diluted EPS calculations follows (in thousands, except per share amounts):
|
|
Three Months Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Numerator:
|
|
|
|
|
|
|
|
|
Net income (loss) from continuing operations
|
|
$
|
719
|
|
|
$
|
(1,267
|
)
|
Net loss from discontinued operations
|
|
$
|
—
|
|
|
$
|
(665
|
)
|
Net income (loss)
|
|
$
|
719
|
|
|
$
|
(1,932
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average shares used to compute basic EPS
|
|
|
14,072
|
|
|
|
14,290
|
|
Common stock equivalents (1)
|
|
|
45
|
|
|
|
—
|
|
Weighted-average shares used to compute diluted EPS
|
|
|
14,117
|
|
|
|
14,290
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share from continuing operations
|
|
$
|
0.05
|
|
|
$
|
(0.09
|
)
|
Basic loss per share from discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
Net income (loss) per basic share
|
|
$
|
0.05
|
|
|
$
|
(0.14
|
)
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share from continuing operations
|
|
$
|
0.05
|
|
|
$
|
(0.09
|
)
|
Diluted loss per share from discontinued operations
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
Net income (loss) per diluted share
|
|
$
|
0.05
|
|
|
$
|
(0.14
|
)
|
(1)
|
The number of common stock equivalents is calculated using the treasury method and the average market price during the period.
|
13
5. Inventory
The components of inventories are as follows, in thousands:
|
|
December 31,
2020
|
|
|
September 30,
2020
|
|
Purchased parts and raw materials
|
|
$
|
12,824
|
|
|
$
|
14,530
|
|
Work-in-process
|
|
|
3,593
|
|
|
|
3,074
|
|
Finished goods
|
|
|
4,046
|
|
|
|
3,942
|
|
|
|
|
20,463
|
|
|
|
21,546
|
|
Excess and obsolete reserves
|
|
|
(3,847
|
)
|
|
|
(4,269
|
)
|
|
|
$
|
16,616
|
|
|
$
|
17,277
|
|
6. Equity and Stock-Based Compensation
Stock-based compensation expense was $0.1 million in each of the three months ended December 31, 2020 and 2019. Stock-based compensation expense is included in selling, general and administrative expenses.
The following table summarizes our stock option activity during the three months ended December 31, 2020:
|
|
Options
|
|
|
Weighted
Average
Exercise Price
|
|
Outstanding at beginning of period
|
|
|
696,665
|
|
|
$
|
7.00
|
|
Granted
|
|
|
180,000
|
|
|
|
5.60
|
|
Exercised
|
|
|
(28,250
|
)
|
|
|
4.79
|
|
Forfeited
|
|
|
(30,665
|
)
|
|
|
14.07
|
|
Outstanding at end of period
|
|
|
817,750
|
|
|
$
|
6.50
|
|
Exercisable at end of period
|
|
|
596,002
|
|
|
$
|
6.83
|
|
Weighted average fair value of options granted
during the period
|
|
$
|
2.97
|
|
|
|
|
|
The fair value of options was estimated at the applicable grant date using the Black-Scholes option pricing model with the following assumptions:
|
|
Three Months Ended December 31, 2020
|
|
Risk free interest rate
|
|
|
1
|
%
|
Expected life
|
|
6 years
|
|
Dividend rate
|
|
|
—
|
%
|
Volatility
|
|
|
58
|
%
|
On November 29, 2018, we announced that our Board of Directors (the “Board”) approved a stock repurchase program, pursuant to which we were authorized to repurchase up to $4 million of our outstanding common stock, par value $0.01 per share (“Common Stock”), over a one-year period. Repurchases under the program were to be made in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in compliance with the rules and regulations of the SEC; however, we had no obligation to repurchase shares and the timing, actual number, and value of shares to be repurchased was subject to management’s discretion and depended on the Company’s stock price and other market conditions. Our Board could have terminated the repurchase program at any time while it was in effect. The term of our repurchase program expired as of the quarter ended December 31, 2019. There were no shares repurchased under this repurchase program.
On February 4, 2020, the Board approved a new stock repurchase program, pursuant to which we may repurchase up to $4 million of our outstanding Common Stock over a one-year period, commencing on February 10, 2020. Repurchases under the program will be made in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in compliance with the rules and regulations of the SEC;
14
however, we have no obligation to repurchase shares and the timing, actual number, and value of shares to be repurchased is subject to management’s discretion and will depend on our stock price and other market conditions. We may, in the sole discretion of the Board, terminate the repurchase program at any time while it is in effect. Repurchased shares may be retired or kept in treasury for further issuance. During the quarter ended March 31, 2020, we repurchased 366,000 shares of our Common Stock on the open market at a total cost of approximately $2.0 million (an average price of $5.46 per share). All shares repurchased during the year ended September 30, 2020 have been retired. There were no repurchases during the quarter ended December 31, 2020. Approximately $2 million remain available under the repurchase program as of December 31, 2020.
7. Income Taxes
For the three months ended December 31, 2020 and 2019, we recorded income tax expense at our continuing operations of $0.1 million and $41,000, respectively. Tax expense for the three months ended December 31, 2020, includes a benefit of approximately $0.3 million related to the reversal of previously recorded uncertain tax positions. In the three months ended December 31, 2019, we recorded income tax expense of $19,000 in our discontinued operations. The quarterly income tax provision is calculated using an estimated annual effective tax rate, based upon expected annual income, permanent items, statutory rates and planned tax strategies in the various jurisdictions in which we operate. However, losses in certain jurisdictions and discrete items are treated separately.
The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was signed into law on March 27, 2020, included a provision for a five-year carryback of net operating losses. We have assessed the benefit of the provision and utilized a portion of the 2019 net operating loss carryback to offset income from 2018. The impacts of this provision were recognized during fiscal 2020.
Deferred tax assets and liabilities reflect the tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We record a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of a deferred tax asset will not be realized. Our expectations regarding realization of our deferred tax assets is based upon the weight of all available evidence, including such factors as our recent earnings history, expected future taxable income and available tax planning strategies. We established valuation allowances on substantially all net U.S. deferred tax assets, after considering all of the available objective evidence, both positive and negative, historical and prospective, with greater weight given to historical evidence, and determined it is not more likely than not that these assets will be realized. In 2020, we reversed a portion of the valuation allowance related to foreign deferred tax assets which we have determined will be utilized against net operating income in future years. We will continue to monitor our cumulative income and loss positions in the U.S. and foreign jurisdictions to determine whether full valuation allowances on net deferred tax assets are appropriate.
We classify all of our uncertain tax positions as income taxes payable long-term. At December 31, 2020 and September 30, 2020, the total amount of unrecognized tax benefits was approximately $0.9 million and $1.2 million, respectively. Income taxes payable long-term includes other items, primarily withholding taxes that are not due until the related intercompany service fees are paid.
We classify interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020 and September 30, 2020, we had an accrual for potential interest and penalties of approximately $0.6 million and $0.8 million, respectively, classified with income taxes payable long-term.
Amtech and one or more of its subsidiaries file income tax returns in China and other foreign jurisdictions, as well as in the U.S. and various states in the U.S. We have not signed any agreements with the Internal Revenue Service, any state or foreign jurisdiction to extend the statute of limitations for any fiscal year. As such, the number of open years is the number of years dictated by statute in each of the respective taxing jurisdictions, which generally is from 3 to 5 years.
15
8. Commitments and Contingencies
Purchase Obligations – As of December 31, 2020, we had unrecorded purchase obligations in the amount of $4.7 million. These purchase obligations consist of outstanding purchase orders for goods and services. While the amount represents purchase agreements, the actual amounts to be paid may be less in the event that any agreements are renegotiated, canceled or terminated.
Legal Proceedings and Other Claims – From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.
Employment Contracts – We have employment contracts and change in control agreements with, and severance plans covering, certain officers and management employees under which severance payments would become payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. If severance payments under the current employment contracts or severance plans were to become payable, the severance payments would generally range from twelve to thirty-six months of salary.
9. Business Segment Information
With the divesture of our Automation segment in the first quarter of fiscal 2020, we evaluated our organizational structure and concluded that we have two reportable business segments following the divestiture. Our two reportable segments are as follows:
Semiconductor – We design, manufacture, sell and service thermal processing equipment and related controls for use by leading semiconductor manufacturers, and in electronics, automotive and other industries.
SiC/LED – We produce consumables and machinery for lapping (fine abrading) and polishing of materials, such as sapphire substrates, optical components, silicon wafers, numerous types of crystal materials, ceramics and metal components.
Information concerning our business segments is as follows, in thousands:
|
|
Three Months Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Net Revenues:
|
|
|
|
|
|
|
|
|
Semiconductor
|
|
$
|
15,575
|
|
|
$
|
17,232
|
|
SiC/LED
|
|
|
2,400
|
|
|
|
2,817
|
|
Non-segment related
|
|
|
—
|
|
|
|
643
|
|
|
|
$
|
17,975
|
|
|
$
|
20,692
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
Semiconductor
|
|
$
|
2,197
|
|
|
$
|
2,722
|
|
SiC/LED
|
|
|
(66
|
)
|
|
|
534
|
|
Non-segment related
|
|
|
(1,077
|
)
|
|
|
(1,619
|
)
|
|
|
$
|
1,054
|
|
|
$
|
1,637
|
|
16
|
|
December 31,
2020
|
|
|
September 30,
2020
|
|
Identifiable Assets:
|
|
|
|
|
|
|
|
|
Semiconductor
|
|
$
|
55,007
|
|
|
$
|
51,648
|
|
SiC/LED
|
|
|
12,934
|
|
|
|
12,717
|
|
Non-segment related*
|
|
|
36,586
|
|
|
|
37,733
|
|
|
|
$
|
104,527
|
|
|
$
|
102,098
|
|
*
|
Non-segment related assets include cash, property, income tax assets and other assets.
|
Goodwill and other long-lived assets
We review our long-lived assets, including goodwill, for impairment at least annually in our fourth quarter or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Additional information on impairment testing of long-lived assets, intangible assets and goodwill can be found in Notes 1 and 10 of our Annual Report on Form 10-K for the year ended September 30, 2020.
10. Major Customers and Foreign Sales
During the three months ended December 31, 2020, three customers individually represented 16%, 15% and 13% of our net revenues. During the three months ended December 31, 2019, one Semiconductor segment customer individually represented 11% of our net revenues.
Our net revenues were from customers in the following geographic regions:
|
|
Three Months Ended December 31,
|
|
|
|
2020
|
|
|
2019
|
|
United States
|
|
|
19
|
%
|
|
|
33
|
%
|
Other
|
|
|
1
|
%
|
|
|
9
|
%
|
Total North America
|
|
|
20
|
%
|
|
|
42
|
%
|
China
|
|
|
24
|
%
|
|
|
23
|
%
|
Malaysia
|
|
|
3
|
%
|
|
|
2
|
%
|
Taiwan
|
|
|
32
|
%
|
|
|
13
|
%
|
Other
|
|
|
9
|
%
|
|
|
6
|
%
|
Total Asia
|
|
|
68
|
%
|
|
|
44
|
%
|
Germany
|
|
|
2
|
%
|
|
|
3
|
%
|
Other
|
|
|
10
|
%
|
|
|
11
|
%
|
Total Europe
|
|
|
12
|
%
|
|
|
14
|
%
|
|
|
|
100
|
%
|
|
|
100
|
%
|
11. Assets Held for Sale, Discontinued Operations and Disposals
Discontinued Operations
In April 2019, we announced that our Board determined that it was in the long-term best interest of the Company to exit the solar business segment and focus our strategic efforts on our semiconductor and silicon carbide/polishing business segments in order to more fully realize the opportunities the Company believes are presented in those areas. The divestitures of our solar business included our Tempress and SoLayTec subsidiaries, which comprised substantially all of our Solar segment. We classified substantially all of the Solar segment as held for sale in our Condensed Consolidated Balance Sheets and reported its results as discontinued operations in our Condensed Consolidated Statements of Operations for periods reported subsequent to the announcement.
17
On June 7, 2019 (“SoLayTec Sale Date”), we completed the sale of our subsidiary, SoLayTec, to a third party located in the Netherlands. Upon the sale, we recognized a gain of approximately $1.6 million, which we reported as gain on sale of subsidiary in our Consolidated Statements of Operations for the three months ended June 30, 2019. Effective on the SoLayTec Sale Date, SoLayTec is no longer included in our consolidated financial statements.
Effective January 22, 2020 (“Tempress Sale Date”), we completed the sale of our subsidiary, Tempress Group Holding B.V. (“Tempress”) for nominal consideration to a third party located in the Netherlands. In connection with this sale transaction, we provided an unsecured term loan to Tempress in the principal sum of $2.25 million, to be used to fund Tempress’ working capital requirements and to facilitate the restructuring of Tempress’ operations. We forgave $0.5 million of the loan in accordance with the terms of the loan agreement. We recorded a pre-tax loss on deconsolidation of approximately $10.9 million, of which approximately $7.2 million was the recognition of previously recorded accumulated foreign currency translation losses. The total pre-tax loss does not have a material effect on our cash balances at our continuing operations. We also recognized a significant tax benefit relating to this loss, which can be carried over to future years. Effective on the Tempress Sale Date, Tempress is no longer included in our consolidated financial statements.
Operating results of our discontinued solar operations were as follows, in thousands:
|
|
Three Months Ended December 31, 2019
|
|
Revenues, net of returns and allowances
|
|
$
|
5,287
|
|
Cost of sales
|
|
|
4,139
|
|
Gross profit
|
|
|
1,148
|
|
Selling, general and administrative
|
|
|
1,338
|
|
Research, development and engineering
|
|
|
449
|
|
Operating loss
|
|
|
(639
|
)
|
Interest expense and other, net
|
|
|
(7
|
)
|
Loss from discontinued operations before
income taxes
|
|
|
(646
|
)
|
Income tax provision
|
|
|
19
|
|
Net loss from discontinued
operations, net of tax
|
|
$
|
(665
|
)
|
Amtech’s Condensed Consolidated Statements of Cash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow statement category. The following table summarizes selected cash flow information for discontinued operations, in thousands:
|
|
Three Months Ended December 31, 2019
|
|
Loss from discontinued operations, net of tax
|
|
$
|
(665
|
)
|
Depreciation and amortization
|
|
$
|
135
|
|
Reversal of allowance for
doubtful accounts, net
|
|
$
|
(66
|
)
|
Purchases of property, plant and equipment
|
|
$
|
1
|
|
Other Disposal
On December 13, 2019 (“R2D Sale Date”), we finalized the sale of our subsidiary, R2D Automation SAS (“R2D”), to certain members of R2D’s management team. Upon the sale, we recognized a loss of approximately $2.8 million, which we reported as loss on sale of subsidiary in our Condensed Consolidated Statements of Operations for the three months ended December 31, 2019. Effective on the R2D Sale Date, R2D is no longer included in our consolidated financial statements. R2D does not meet the discontinued operations or held-for-sale criteria.
18