UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:
OR
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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:
(Exact name of registrant as specified in its charter)
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incorporation or organization) |
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Identification No.) |
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(Address of principal executive offices) |
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Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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Large Accelerated Filer |
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Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
At April 30, 2021, there were outstanding
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
2
Cautionary Statement Regarding Forward-Looking Statements
Unless otherwise indicated, the terms “Amtech,” the “Company,” “we,” “us” and “our” refer to Amtech Systems, Inc. together with its subsidiaries.
Our discussion and analysis in this Quarterly Report on Form 10-Q, our 2020 Annual Report on Form 10-K, our other reports that we file with the Securities and Exchange Commission (the “SEC”), our press releases and in public statements of our officers and corporate spokespersons contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our or our officers’ current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current events. We have tried, wherever possible, to identify such statements by using words such as “may,” “plan,” “anticipate,” “seek,” “will,” “expect,” “intend,” “estimate,” “believe,” “continue,” “predict,” “potential,” “project,” “should,” “would,” “could,” “likely,” “future,” “target,” “forecast,” “goal,” “observe,” and “strategy” or the negative thereof or variations thereon or similar terminology relating to the uncertainty of future events or outcomes. Some factors that could cause actual results to differ materially from those anticipated include, among others, future economic conditions, including changes in the markets in which we operate; changes in demand for our services and products; our revenue and operating performance; difficulties in successfully executing our growth initiatives; difficulties in executing on our strategic efforts with respect to our silicon carbide/polishing business segment; the effects of competition in the markets in which we operate, including the adverse impact of competitive product announcements or new entrants into our markets and transfers of resources by competitors into our markets; the cyclical nature of the semiconductor industry; pricing and gross profit pressures; control of costs and expenses; risks associated with new technologies and the impact on our business; legislative, regulatory, and competitive developments in markets in which we operate; possible future claims, litigation or enforcement actions and the results of any such claim, litigation proceeding, or enforcement action; business interruptions, including those related to the COVID-19 pandemic and the cybersecurity incident; the potential impacts of the COVID-19 pandemic and any future pandemic on our business operations, financial results and financial position; the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on our operations and personnel; the resolution of our cybersecurity incident and related costs; and other circumstances and risks identified in this Quarterly Report or referenced from time to time in our filings with the SEC. These and many other factors could affect Amtech’s future operating results and financial condition and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by Amtech or on its behalf.
You should not place undue reliance on these forward-looking statements. We cannot guarantee that any forward-looking statement will be realized, although we believe that the expectations reflected in the forward-looking statements are reasonable as of the date of this Quarterly Report. Achievement of future results is subject to events out of our control, risks, uncertainties and potentially inaccurate assumptions. The Annual Report on Form 10-K that we filed with the SEC for the year ended September 30, 2020 listed various important factors that could affect Amtech’s future operating results and financial condition and could cause actual results to differ materially from historical results and expectations based on forward-looking statements made in this document or elsewhere by Amtech or on its behalf. These factors can be found under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K and investors should refer to them as well as the additional risk factors identified in this Quarterly Report. Because it is not possible to predict or identify all such factors, any such list cannot be considered a complete set of all potential risks or uncertainties.
The Company undertakes no obligation to update or publicly revise any forward-looking statement whether as a result of new information, future developments or otherwise. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this paragraph. You are advised, however, to consult any further disclosures we make on related subjects in our subsequently filed Form 10-Q and Form 8-K reports and our other filings with the SEC. As noted above, we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business under “Item 1A. Risk Factors” of our Annual Report on Form 10-K. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand it is not possible to predict or identify all such factors.
3
PART I. FINANCIAL INFORMATION
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Item 1. |
Condensed Consolidated Financial Statements |
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share data)
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March 31, 2021 |
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September 30, 2020 |
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Assets |
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(Unaudited) |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable (less allowance for doubtful accounts of $ March 31, 2021, and September 30, 2020, respectively) |
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Inventories |
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Income taxes receivable |
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Other current assets |
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Total current assets |
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Property, Plant and Equipment - Net |
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Right-of-Use Assets - Net |
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Intangible Assets - Net |
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Goodwill - Net |
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Deferred Income Taxes - Net |
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Other Assets |
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Total Assets |
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$ |
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$ |
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Liabilities and Shareholders’ Equity |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued compensation and related taxes |
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Accrued warranty expense |
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Other accrued liabilities |
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Current maturities of long-term debt |
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Contract liabilities |
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Total current liabilities |
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Long-Term Debt |
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Long-Term Lease Liability |
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Income Taxes Payable |
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Other Long-Term Liabilities |
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— |
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Total Liabilities |
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Commitments and Contingencies |
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Shareholders’ Equity |
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Preferred stock; |
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Common stock; $ issued and outstanding: and September 30, 2020, respectively |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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( |
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( |
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Retained deficit |
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( |
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( |
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Total shareholders’ equity |
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Total Liabilities and Shareholders’ Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(in thousands, except per share data)
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Three Months Ended March 31, |
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Six Months Ended March 31, |
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2021 |
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2020 |
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2021 |
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2020 |
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Revenues, net of returns and allowances |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative |
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Research, development and engineering |
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Operating income (loss) |
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( |
) |
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Loss on sale of subsidiary |
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— |
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— |
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— |
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( |
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Interest income (expense) and other, net |
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( |
) |
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Income (loss) from continuing operations before income taxes |
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( |
) |
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( |
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Income tax provision |
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(Loss) income from continuing operations, net of tax |
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( |
) |
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( |
) |
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( |
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Loss from discontinued operations, net of tax |
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— |
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( |
) |
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— |
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( |
) |
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Net (loss) income |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
( |
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(Loss) Income Per Basic Share: |
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Basic (loss) income per share from continuing operations |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
( |
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Basic loss per share from discontinued operations |
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$ |
— |
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$ |
( |
) |
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$ |
— |
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$ |
( |
) |
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Net (loss) income per basic share |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
( |
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(Loss) Income Per Diluted Share: |
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Diluted (loss) income per share from continuing operations |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
( |
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Diluted loss per share from discontinued operations |
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$ |
— |
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$ |
( |
) |
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$ |
— |
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$ |
( |
) |
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Net (loss) income per diluted share |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
( |
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Weighted average shares outstanding - basic |
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Weighted average shares outstanding - diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
(in thousands)
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Three Months Ended March 31, |
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Six Months Ended March 31, |
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||||||||||
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2021 |
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2020 |
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2021 |
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2020 |
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Net (loss) income |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
( |
) |
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Foreign currency translation adjustment |
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( |
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( |
) |
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Reclassification adjustment for net foreign currency translation losses included in net loss |
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— |
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— |
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Comprehensive (loss) income |
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$ |
( |
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$ |
( |
) |
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$ |
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$ |
( |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited)
(in thousands)
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Common Stock |
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Treasury Stock |
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Accumulated Other |
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Retained Earnings |
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Total |
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Shares |
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Par Value |
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Shares |
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Par Value |
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Additional Paid- In Capital |
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Comprehensive Income (Loss) |
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(Accumulated Deficit) |
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Shareholders' Equity |
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Balance at September 30, 2019 |
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$ |
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— |
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$ |
— |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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Translation adjustment |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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— |
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— |
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Balance at December 31, 2019 |
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— |
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— |
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( |
) |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Translation adjustment |
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— |
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— |
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— |
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— |
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— |
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— |
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|
Stock compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock repurchases |
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— |
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— |
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( |
) |
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( |
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— |
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— |
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— |
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( |
) |
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Retirement of stock repurchases |
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( |
) |
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( |
) |
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( |
) |
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— |
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( |
) |
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— |
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Stock options exercised |
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— |
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— |
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— |
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— |
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— |
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|
Balance at March 31, 2020 |
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$ |
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— |
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$ |
— |
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$ |
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|
$ |
( |
) |
|
$ |
( |
) |
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$ |
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Balance at September 30, 2020 |
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$ |
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— |
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$ |
— |
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$ |
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|
$ |
( |
) |
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$ |
( |
) |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Translation adjustment |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Stock options exercised |
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— |
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— |
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— |
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— |
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— |
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Balance at December 31, 2020 |
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— |
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— |
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( |
) |
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( |
) |
|
|
|
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
Translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Stock compensation expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Stock options exercised |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
Balance at March 31, 2021 |
|
|
|
|
|
$ |
|
|
|
|
— |
|
|
$ |
— |
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
|
|
|
Six Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Operating Activities |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
|
|
|
$ |
( |
) |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
Write-down of inventory |
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
— |
|
|
|
|
|
|
Non-cash share-based compensation expense |
|
|
|
|
|
|
|
|
|
Loss on sales of subsidiaries |
|
|
— |
|
|
|
|
|
|
Provision for (reversal of) allowance for doubtful accounts, net |
|
|
|
|
|
|
( |
) |
|
Other, net |
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
( |
) |
|
|
|
|
|
Inventories |
|
|
|
|
|
|
( |
) |
|
Other assets |
|
|
( |
) |
|
|
|
|
|
Accounts payable |
|
|
|
|
|
|
( |
) |
|
Accrued income taxes |
|
|
|
|
|
|
( |
) |
|
Accrued and other liabilities |
|
|
|
|
|
|
( |
) |
|
Contract liabilities |
|
|
( |
) |
|
|
( |
) |
|
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
|
Investing Activities |
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
|
Acquisition, net of cash and cash equivalents acquired |
|
|
( |
) |
|
|
— |
|
|
Net cash disposed of in sales of subsidiaries |
|
|
— |
|
|
|
( |
) |
|
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
Financing Activities |
|
|
|
|
|
|
|
|
|
Proceeds from the exercise of stock options |
|
|
|
|
|
|
|
|
|
Repurchase of common stock |
|
|
— |
|
|
|
( |
) |
|
Payments on long-term debt |
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by (used in) financing activities |
|
|
|
|
|
|
( |
) |
|
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash |
|
|
|
|
|
|
|
|
|
Net Decrease in Cash, Cash Equivalents and Restricted Cash |
|
|
( |
) |
|
|
( |
) |
|
Cash, Cash Equivalents and Restricted Cash, Beginning of Period* |
|
|
|
|
|
|
|
|
|
Cash, Cash Equivalents and Restricted Cash, End of Period |
|
$ |
|
|
|
$ |
|
|
|
* |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED MARCH 31, 2021 AND 2020
(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 12. For additional information on our segments, see Note 10.
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 consolidated 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 and six months ended March 31, 2021, 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 was $
Research, Development and Engineering Expense –
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Research, development and engineering |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Grants earned |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Net research, development and engineering |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
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 March 31, 2021, two Semiconductor segment customers individually represented
We maintain our cash and cash equivalents in multiple financial institutions. Balances in the United States, which account for approximately
10
Refer to Note 11 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. Acquisition
On
3. Contracts with Customers
The components of contract liabilities are as follows, in thousands:
|
|
|
March 31, 2021 |
|
|
September 30, 2020 |
|
||
|
Customer deposits |
|
$ |
|
|
|
$ |
|
|
|
Contract liabilities |
|
$ |
|
|
|
$ |
|
|
4. 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
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.
11
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.
The following table provides information about the financial statement classification of our lease balances reported within the Condensed Consolidated Balance Sheets as of March 31, 2021 and September 30, 2020, in thousands:
|
|
|
March 31, 2021 |
|
|
September 30, 2020 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
|
Operating lease assets |
|
$ |
|
|
|
$ |
|
|
|
Finance lease assets |
|
|
|
|
|
|
|
|
|
Total lease assets |
|
$ |
|
|
|
$ |
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
Operating lease liabilities |
|
$ |
|
|
|
$ |
|
|
|
Finance lease liabilities |
|
|
|
|
|
|
|
|
|
Non-current |
|
|
|
|
|
|
|
|
|
Operating lease liabilities |
|
|
|
|
|
|
|
|
|
Finance lease liabilities |
|
|
|
|
|
|
|
|
|
Total lease liabilities |
|
$ |
|
|
|
$ |
|
|
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 and six months ended March 31, 2021 and 2020, in thousands:
|
|
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
Lease cost |
|
Classification |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Operating lease cost |
|
Cost of sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Operating lease cost |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease cost |
|
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance lease cost |
|
Selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term lease cost |
|
Cost of sales |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Total lease cost |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Future minimum lease payments under non-cancelable leases, including leases that are executed but not yet effective, as of March 31, 2021 are as follows, in thousands:
|
|
|
Operating leases |
|
|
Finance Leases |
|
|
Total |
|
|||
|
Remainder of 2021 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Thereafter |
|
|
|
|
|
|
— |
|
|
|
|
|
|
Total lease payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: Interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of lease liabilities |
|
|
|
|
|
|
|
|
|
$ |
|
|
12
Operating lease payments include $
The following table provides information about the remaining lease terms and discount rates applied as of March 31, 2021:
|
|
|
March 31, 2021 |
|
|
|
Weighted average remaining lease term |
|
|
|
|
|
Operating leases |
|
|
|
|
|
Finance leases |
|
|
|
|
|
Weighted average discount rate |
|
|
|
|
|
Operating leases |
|
|
|
% |
|
Finance leases |
|
|
|
% |
5. 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 and six months ended March 31, 2021, options for
A reconciliation of the components of the basic and diluted EPS calculations follows (in thousands, except per share amounts):
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Net loss from discontinued operations |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
Net (loss) income |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares used to compute basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock equivalents (1) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
— |
|
|
Weighted-average shares used to compute diluted EPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (loss) income per share from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Basic loss per share from discontinued operations |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
Net (loss) income per basic share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss) income per share from continuing operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Diluted loss per share from discontinued operations |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
( |
) |
|
Net (loss) income per diluted share |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
(1) |
The number of common stock equivalents is calculated using the treasury method and the average market price during the period. |
13
6. Inventory
The components of inventories are as follows, in thousands:
|
|
|
March 31, 2021 |
|
|
September 30, 2020 |
|
||
|
Purchased parts and raw materials |
|
$ |
|
|
|
$ |
|
|
|
Work-in-process |
|
|
|
|
|
|
|
|
|
Finished goods |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess and obsolete reserves |
|
|
( |
) |
|
|
( |
) |
|
|
|
$ |
|
|
|
$ |
|
|
7. Equity and Stock-Based Compensation
Stock-based compensation expense was immaterial in all periods presented. Stock-based compensation expense is included in selling, general and administrative expenses.
The following table summarizes our stock option activity during the six months ended March 31, 2021:
|
|
|
Options |
|
|
Weighted Average Exercise Price |
|
||
|
Outstanding at beginning of period |
|
|
|
|
|
$ |
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
( |
) |
|
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
Outstanding at end of period |
|
|
|
|
|
$ |
|
|
|
Exercisable at end of period |
|
|
|
|
|
$ |
|
|
|
Weighted average fair value of options granted during the period |
|
$ |
|
|
|
|
|
|
The fair value of options was estimated at the applicable grant date using the Black-Scholes option pricing model with the following assumptions:
|
|
|
Six Months Ended March 31, 2021 |
|
|
|
Risk free interest rate |
|
|
|
% |
|
Expected life |
|
|
|
|
|
Dividend rate |
|
|
— |
% |
|
Volatility |
|
|
|
% |
On February 4, 2020, the Board approved a stock repurchase program, pursuant to which we may repurchase up to $
14
On February 9, 2021, the Board approved a new stock repurchase program, pursuant to which we may repurchase up to $
8. Income Taxes
For the three months ended March 31, 2021 and 2020, we recorded income tax expense at our continuing operations of $
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 March 31, 2021 and September 30, 2020, the total amount of unrecognized tax benefits was approximately $
We classify interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2021 and September 30, 2020, we had an accrual for potential interest and penalties of approximately $
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
15
9. Commitments and Contingencies
Purchase Obligations – As of March 31, 2021, we had unrecorded purchase obligations in the amount of $
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
10. Business Segment Information
Upon the acquisition of IDI in the second quarter of 2021, we evaluated our organizational structure and concluded that we have two reportable business segments following the acquisition. Our
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.
Material and Substrate – 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. Our Material and Substrate segment includes our former SiC/LED segment in addition to IDI (see Note 2).
Information concerning our business segments is as follows, in thousands:
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductor |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Material and Substrate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-segment related |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Semiconductor |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
Material and Substrate |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Non-segment related |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
16
|
|
|
March 31, 2021 |
|
|
September 30, 2020 |
|
||
|
Identifiable Assets: |
|
|
|
|
|
|
|
|
|
Semiconductor |
|
$ |
|
|
|
$ |
|
|
|
Material and Substrate |
|
|
|
|
|
|
|
|
|
Non-segment related* |
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
* |
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.
11. Major Customers and Foreign Sales
During the six months ended March 31, 2021, two customers individually represented
Our net revenues were from customers in the following geographic regions:
|
|
|
Six Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
United States |
|
|
|
% |
|
|
|
% |
|
Other |
|
|
|
% |
|
|
|
% |
|
Total North America |
|
|
|
% |
|
|
|
% |
|
China |
|
|
|
% |
|
|
|
% |
|
Malaysia |
|
|
|
% |
|
|
|
% |
|
Taiwan |
|
|
|
% |
|
|
|
% |
|
Other |
|
|
|
% |
|
|
|
% |
|
Total Asia |
|
|
|
% |
|
|
|
% |
|
Germany |
|
|
|
% |
|
|
|
% |
|
Other |
|
|
|
% |
|
|
|
% |
|
Total Europe |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
% |
|
|
|
% |
12. 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 $
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 $
Operating results of our discontinued solar operations were as follows, in thousands:
|
|
|
Three Months Ended March 31, 2020 |
|
|
Six Months Ended March 31, 2020 |
|
||
|
Revenues, net of returns and allowances |
|
$ |
|
|
|
$ |
|
|
|
Cost of sales |
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
|
|
|
|
|
|
|
Research, development and engineering |
|
|
|
|
|
|
|
|
|
Restructuring charges |
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
( |
) |
|
|
( |
) |
|
Loss on sale of subsidiary |
|
|
( |
) |
|
|
( |
) |
|
Interest expense and other, net |
|
|
( |
) |
|
|
( |
) |
|
Loss from discontinued operations before income taxes |
|
|
( |
) |
|
|
( |
) |
|
Income tax benefit |
|
|
( |
) |
|
|
( |
) |
|
Net loss from discontinued operations, net of tax |
|
$ |
( |
) |
|
$ |
( |
) |
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.
|
|
|
Six Months Ended March 31, 2020 |
|
|
|
Loss from discontinued operations, net of tax |
|
$ |
( |
) |
|
Depreciation and amortization |
|
$ |
|
|
|
Reversal of allowance for doubtful accounts, net |
|
$ |
( |
) |
|
Purchases of property, plant and equipment |
|
$ |
|
|
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 $
18
13. Subsequent Events
On April 12, 2021, we detected a data incident in which attackers acquired data and disabled some of the technology systems used by one of our subsidiaries. Upon learning of the incident, we immediately engaged external counsel and retained a team of third-party forensic, incident response, and security professionals to investigate and determine the full scope of this incident. Our investigation of the data incident is ongoing with the assistance from our outside professionals, and we are in the process of determining what data was affected and what customers or individuals require notice. We have notified law enforcement officials and confirmed that the incident is covered by our insurance.
Despite this disruption, production continued in our facilities. Our previously disabled subsidiary network is now back up and running securely. Working alongside our security professionals, we have been safely bringing our subsidiary’s systems online with enhanced security controls. We have deployed an advanced next generation anti-virus and endpoint detection and response tool, as well as Managed Detection & Response services.
19
|
Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our “Condensed Consolidated Financial Statements” in Item 1 of this Quarterly Report on Form 10-Q (“Quarterly Report”) and our consolidated financial statements and related notes included in Item 8, “Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020.
Overview
We are 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 operate in two reportable business segments, based primarily on the industry they serve: (i) Semiconductor, and (ii) Material and Substrate. In our Semiconductor segment, we supply thermal processing equipment, including solder reflow ovens, horizontal diffusion furnaces, and custom high-temp belt furnaces for use by semiconductor, electronics, and electro/mechanical assembly manufacturers. In our Material and Substrate segment, we produce substrate consumables, chemicals, and machinery for lapping (fine abrading) and polishing of materials, such as silicon wafers for semiconductor products, sapphire wafers for LED applications, and compound substrates, like silicon carbide wafers, for power device applications.
Our semiconductor customers are primarily manufacturers of integrated circuits and optoelectronics sensors and discrete (O-S-D) components used in analog, power and radio frequency (RF). The semiconductor industry is cyclical and historically has experienced fluctuations. Our revenue is impacted by these broad industry trends.
Strategy
We continue to focus on our plans to profitably grow our business and have developed a strategic growth plan and a capital allocation plan that we believe will support our growth objectives. Our strategic growth plan calls for profitable growth as the semi industry recovers, with the following areas of focus:
|
|
• |
Emerging opportunities in the SiC industry – We believe we are well-positioned to take part in this significant growth area, specifically as it relates to silicon carbide wafer capacity expansion. We are working closely with our customers to understand their SiC growth plans and opportunities. We are investing in our capacity, next generation product development, and in our people. We believe these investments will help fuel our growth in the SiC industry. |
|
|
• |
300mm Horizontal Thermal Reactor – We have a highly successful and proven 300mm horizontal diffusion solution for growing power semiconductor applications. We have a strong foundation with the leading 300mm power chip manufacturer, and, in fiscal 2019, we announced an order to another industry-leading manufacturer. In February 2020, we announced another order from a top-tier global power semiconductor customer in Asia, and in August 2020, we announced a repeat order for our 300mm solution. We believe we have a strong opportunity to continue expanding our customer base and grow revenue with our 300mm solution. |
|
|
• |
As a major revenue contributor to our organization, BTU International, Inc. (BTU) will continue to track semi industry growth cycles for our advanced semi-packaging and SMT products, in addition to specialized custom belt furnaces used in automotive and other specialized industrial applications. We believe that through investments in product innovation, BTU has an opportunity to grow further, especially in high growth applications of electric vehicles (EV) and 5G communications. |
20
We anticipate that the required investments to achieve our revenue growth targets will be in the range of $6.0 - $8.0 million in research and development and capital expenditures. We may also need to make investments in other areas of our business, such as management information systems and capacity expansions at other existing manufacturing facilities. Our current capacity expansion plans include the relocation of our Shanghai, China manufacturing facility upon the expiration of the current lease in the third quarter of 2021. The new facility will increase capacity in support of our Pyramax product line, serving our Advanced Packaging, other semiconductor packaging and SMT customers. Additionally, as a capital equipment manufacturer, we will need working capital to support and fuel our future growth. We are and will continue to closely scrutinize these planned investments, in light of the COVID-19 challenges, and we may defer some of our projects. However, we intend to continue to invest in our business to support and fuel our future growth.
In addition to these investments in our organic growth, another key aspect of our capital allocation policy is our plan to grow through acquisitions. We have the expertise and track record to identify strong acquisition targets in the semi and SiC growth environment and to execute transactions and integrations to provide for value creating, profitable growth in both the short-term and long-term. On March 3, 2021, we acquired Intersurface Dynamics, Inc. (“IDI”), a Connecticut-based manufacturer of substrate process chemicals used in various manufacturing processes, including semiconductors, silicon and compound semiconductor wafers, and optics. As of the date of the filing of this Quarterly Report on Form 10-Q, we do not have a definitive agreement to acquire any additional acquisition target.
Cybersecurity Incident
On April 12, 2021, we detected a data incident in which attackers acquired data and disabled some of the technology systems used by one of our subsidiaries. Upon learning of the incident, we immediately engaged external counsel and retained a team of third-party forensic, incident response, and security professionals to investigate and determine the full scope of this incident. Our investigation of the data incident is ongoing with the assistance from our outside professionals, and we are in the process of determining what data was affected and what customers or individuals require notice. We have notified law enforcement officials and confirmed that the incident is covered by our insurance.
Despite this disruption, production continued in our facilities. Our previously disabled subsidiary network is now back up and running securely. Working alongside our security professionals, we have been safely bringing our subsidiary’s systems online with enhanced security controls. We have deployed an advanced next generation anti-virus and endpoint detection and response tool, as well as Managed Detection & Response services. We remain committed to protecting the security of the personal information entrusted to us and providing high-quality products and service to our customers.
Solar and Automation Divestitures
On April 3, 2019, we announced that our Board of Directors (the “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. We completed the sale of our solar subsidiaries, SoLayTec and Tempress, on June 7, 2019 and January 22, 2020, respectively. Additionally, on December 13, 2019, we completed the sale of our automation division, R2D, to certain members of R2D’s management team.
Segment Reporting Changes
Upon the acquisition of IDI in the second quarter of 2021, we evaluated our organizational structure and concluded that we have two reportable business segments following the acquisition. Our Material and Substrate segment includes our former SiC/LED segment in addition to IDI.
21
Results of Operations
The following table sets forth certain operational data as a percentage of net revenue for the periods indicated:
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
||||||||||
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
||||
|
Net revenue |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
Cost of sales |
|
|
61 |
% |
|
|
63 |
% |
|
|
60 |
% |
|
|
62 |
% |
|
Gross margin |
|
|
39 |
% |
|
|
37 |
% |
|
|
40 |
% |
|
|
38 |
% |
|
Selling, general and administrative |
|
|
29 |
% |
|
|
38 |
% |
|
|
29 |
% |
|
|
32 |
% |
|
Research, development and engineering |
|
|
9 |
% |
|
|
6 |
% |
|
|
8 |
% |
|
|
4 |
% |
|
Operating income (loss) |
|
|
1 |
% |
|
|
(7 |
)% |
|
|
3 |
% |
|
|
2 |
% |
|
Loss on sale of subsidiary |
|
|
— |
% |
|
|
— |
% |
|
|
— |
% |
|
|
(8 |
)% |
|
Interest income and other, net |
|
|
— |
% |
|
|
4 |
% |
|
|
— |
% |
|
|
1 |
% |
|
Income (loss) from continuing operations before income taxes |
|
|
1 |
% |
|
|
(3 |
)% |
|
|
3 |
% |
|
|
(5 |
)% |
|
Income tax provision |
|
|
2 |
% |
|
|
1 |
% |
|
|
2 |
% |
|
|
— |
% |
|
(Loss) income from continuing operations, net of tax |
|
|
(1 |
)% |
|
|
(4 |
)% |
|
|
1 |
% |
|
|
(5 |
)% |
|
Loss from discontinued operations, net of tax |
|
|
— |
% |
|
|
(77 |
)% |
|
|
— |
% |
|
|
(34 |
)% |
|
Net (loss) income |
|
|
(1 |
)% |
|
|
(81 |
)% |
|
|
1 |
% |
|
|
(39 |
)% |
In the second quarter of 2019, we began the process to divest our solar business, which we completed on January 22, 2020 with the sale of our Tempress subsidiary. As such, we have reported the results of the Solar segment as discontinued operations in our Condensed Consolidated Statements of Operations for 2020.
Net Revenue
Net revenue consists of revenue recognized upon shipment or installation of equipment, with the exception of products using new technology, for which revenue is recognized upon customer acceptance. Spare parts sales are recognized upon shipment and service revenue is recognized upon completion of the service activity, which is generally ratable over the term of the service contract. Since the majority of our revenue is generated from large system sales, revenue and operating income can be significantly impacted by the timing of system shipments and system acceptances.
Our net revenue by operating segment was as follows (dollars in thousands):
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, |
|
|
|
|
|
|
|
|
|
||||||||||
|
Segment |
|
2021 |
|
|
2020 |
|
|
Incr (Decr) |
|
|
% Change |
|
|
2021 |
|
|
2020 |
|
|
Incr (Decr) |
|
|
% Change |
|
||||||||
|
Semiconductor |
|
$ |
17,119 |
|
|
$ |
11,992 |
|
|
$ |
5,127 |
|
|
|
43 |
% |
|
$ |
32,694 |
|
|
$ |
29,224 |
|
|
$ |
3,470 |
|
|
|
12 |
% |
|
Material and Substrate |
|
|
2,671 |
|
|
|
2,468 |
|
|
|
203 |
|
|
|
8 |
% |
|
|
5,071 |
|
|
|
5,285 |
|
|
|
(214 |
) |
|
|
(4 |
)% |
|
Non-segment related |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
643 |
|
|
|
(643 |
) |
|
|
(100 |
)% |
|
Total net revenue |
|
$ |
19,790 |
|
|
$ |
14,460 |
|
|
$ |
5,330 |
|
|
|
37 |
% |
|
$ |
37,765 |
|
|
$ |
35,152 |
|
|
$ |
2,613 |
|
|
|
7 |
% |
Total net revenue for the quarters ended March 31, 2021 and 2020 was $19.8 million and $14.5 million, respectively, an increase of approximately $5.3 million or 37%. Our semiconductor segment revenues are dependent on our customers’ expansions, and our 2020 results were negatively impacted by the uncertainty in the global economy due primarily to the impact of the COVID-19 virus, as well as lingering trade tensions between the U.S. and China. Beginning in the third quarter of 2020, we experienced a return to near-capacity in our China factory. This trend has continued into fiscal 2021. Material and Substrate revenue increased due to higher machine and machine parts sales between periods. Despite the uncertainty caused by the COVID-19 virus, we believe there remains significant potential in the SiC industry and long-term growth in power semiconductor.
22
Total net revenue for the six months ended March 31, 2021 and 2020 was $37.8 million and $35.2 million, respectively, an increase of approximately $2.6 million or 7%. Revenue from the Semiconductor segment increased $3.5 million compared to the prior year period. This change is primarily attributable to higher shipments of our diffusion furnaces in the 2021 period. Revenue from our Material and Substrate segment decreased $0.2 million due primarily to lower machine sales in the 2021 period, partially offset by an increase in consumable sales. Non-segment related revenues relate to R2D, the automation division that we divested in December 2019.
Backlog and Orders
Our backlog as of March 31, 2021 and 2020 was as follows (dollars in thousands):
|
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|||||
|
Segment |
|
2021 |
|
|
2020 |
|
|
Incr (Decr) |
|
|
% Change |
|
||||
|
Semiconductor |
|
$ |
25,281 |
|
|
$ |
17,799 |
|
|
$ |
7,482 |
|
|
|
42 |
% |
|
Material and Substrate |
|
|
1,253 |
|
|
|
1,819 |
|
|
|
(566 |
) |
|
|
(31 |
)% |
|
Total backlog |
|
$ |
26,534 |
|
|
$ |
19,618 |
|
|
$ |
6,916 |
|
|
|
35 |
% |
New orders booked in the three and six months ended March 31, 2021 and 2020 were as follows (dollars in thousands):
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|
|
|
Six Months Ended March 31, |
|
|
|
|
|
|
|
|
|
||||||||||
|
Segment |
|
2021 |
|
|
2020 |
|
|
Incr (Decr) |
|
|
% Change |
|
|
2021 |
|
|
2020 |
|
|
Incr (Decr) |
|
|
% Change |
|
||||||||
|
Semiconductor |
|
$ |
29,651 |
|
|
$ |
17,019 |
|
|
$ |
12,632 |
|
|
|
74 |
% |
|
$ |
45,134 |
|
|
$ |
32,113 |
|
|
$ |
13,021 |
|
|
|
41 |
% |
|
Material and Substrate |
|
|
2,875 |
|
|
|
3,607 |
|
|
|
(732 |
) |
|
|
(20 |
)% |
|
|
5,261 |
|
|
|
6,138 |
|
|
|
(877 |
) |
|
|
(14 |
)% |
|
Total new orders |
|
$ |
32,526 |
|
|
$ |
20,626 |
|
|
$ |
11,900 |
|
|
|
58 |
% |
|
$ |
50,395 |
|
|
$ |
38,251 |
|
|
$ |
12,144 |
|
|
|
32 |
% |
As of March 31, 2021, three Semiconductor customers individually accounted for 22%, 22% and 11% of our backlog. No other customer accounted for more than 10% of our backlog as of March 31, 2021. Four customers accounted for 64% of our backlog as of March 31, 2021. The orders included in our backlog are generally credit approved customer purchase orders believed to be firm and are generally expected to ship within the next twelve months. Because our orders are typically subject to cancellation or delay by the customer, our backlog at any particular point in time is not necessarily representative of actual sales for succeeding periods, nor is backlog any assurance that we will realize profit from completing these orders.
Gross Profit and Gross Margin
Gross profit is the difference between net revenue and cost of goods sold. Cost of goods sold consists of purchased material, labor and overhead to manufacture equipment and spare parts and the cost of service and support to customers for installation, warranty and paid service calls. Gross margin is gross profit as a percent of net revenue. Our gross profit and gross margin by operating segment were as follows (dollars in thousands):
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
|||||||||||||||||||||||||||||||||||
|
Segment |
|
2021 |
|
|
Gross Margin |
|
|
2020 |
|
|
Gross Margin |
|
|
Incr (Decr) |
|
|
2021 |
|
|
Gross Margin |
|
|
2020 |
|
|
Gross Margin |
|
|
Incr (Decr) |
|
|||||||||||
|
Semiconductor |
|
$ |
7,093 |
|
|
|
41 |
% |
|
$ |
4,413 |
|
|
|
37 |
% |
|
$ |
2,680 |
|
|
$ |
14,005 |
|
|
|
43 |
% |
|
$ |
11,599 |
|
|
|
40 |
% |
|
$ |
2,406 |
|
|
|
Material and Substrate |
|
|
635 |
|
|
|
24 |
% |
|
|
945 |
|
|
|
38 |
% |
|
|
(310 |
) |
|
|
1,235 |
|
|
|
24 |
% |
|
|
1,924 |
|
|
|
36 |
% |
|
|
(689 |
) |
|
|
Non-segment related |
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
|
9 |
|
|
|
1 |
% |
|
|
(9 |
) |
|
|
Total gross profit |
|
$ |
7,728 |
|
|
|
39 |
% |
|
$ |
5,358 |
|
|
|
37 |
% |
|
$ |
2,370 |
|
|
$ |
15,240 |
|
|
|
40 |
% |
|
$ |
13,532 |
|
|
|
38 |
% |
|
$ |
1,708 |
|
|
Gross profit for the three months ended March 31, 2021 and 2020 was $7.7 million (39% of net revenue) and $5.4 million (37% of net revenue), respectively, an increase of $2.4 million. Our gross margins can be affected by capacity utilization and the type and volume of machines and consumables sold each quarter. Gross margin on products from our Semiconductor segment increased compared to the three months ended March 31, 2020, due primarily to increased capacity utilization and favorable product mix, partially offset by an increase in discounts
23
offered in the 2021 period for multi-unit orders. Gross margin on products from our Material and Substrate segment decreased compared to the three months ended March 31, 2020, due primarily to increased raw material costs which were not passed on to customers, as well as increased inventory obsolescence charges. We are experiencing increased material costs across all our segments and expect this to continue through at least the end of fiscal 2021. We are reviewing our pricing plans and supplier agreements; however, we continue to feel pricing pressure from our customers, so we are unable to determine how long we will continue to absorb these additional costs.
Gross profit for the six months ended March 31, 2021 and 2020 was $15.2 million (40% of net revenue) and $13.5 million (38% of net revenue), respectively, an increase of $1.7 million. Gross margin on products from our Semiconductor segment increased compared to the six months ended March 31, 2020, due primarily to favorable product mix and lower labor costs as a portion of our engineers finished customer-specific design projects and began work on strategic-development projects. Gross margin on products from our Material and Substrate segment decreased compared to the six months ended March 31, 2020, due primarily to lower capacity utilization resulting from lower machine and consumable sales.
Selling, General and Administrative
Selling, general and administrative expenses (“SG&A”) consists of the cost of employees, consultants and contractors, facility costs, sales commissions, shipping costs, promotional marketing expenses, legal and accounting expenses and bad debt expense.
SG&A expenses for the three months ended March 31, 2021 and 2020 were $5.7 million and $5.4 million, respectively. SG&A increased compared to the prior year quarter due primarily to increased commissions on higher sales and increased legal fees related to the acquisition of IDI, partially offset by lower travel and trade show expense due to the COVID-19 pandemic.
SG&A expenses for the six months ended March 31, 2021 and 2020 were $10.9 million and $11.3 million, respectively. SG&A decreased compared to the prior year period due primarily to no longer having R2D SG&A included in our results and lower travel and trade show expense due to the COVID-19 pandemic.
Research, Development and Engineering
Research, development and engineering (“RD&E”) expenses consist of the cost of employees, consultants and contractors who design, engineer and develop new products and processes as well as materials and supplies used in producing prototypes. We receive reimbursements through governmental research and development grants which are netted against these expenses when certain conditions have been met.
RD&E expense, net of grants earned, for the three months ended March 31, 2021 and 2020 were $1.9 million and $0.9 million, respectively, and $3.1 million and $1.5 million in the six months ended March 31, 2021 and 2020. The increase in RD&E expenses is due to increased labor expense related to a portion of our engineers as they completed customer-specific design projects and began work on strategic-development projects. Grants earned are immaterial in all periods presented.
Income Taxes
Our effective tax rate continues to be higher than the statutory rate as a result of higher income in foreign jurisdictions. We expect this trend to continue throughout 2021. For the three months ended March 31, 2021 and 2020, we recorded income tax expense at our continuing operations of $0.5 million and $0.2 million, respectively. For the six months ended March 31, 2021 and 2020, we recorded income tax expense of $0.6 million and $0.2 million, respectively. Tax expense for the six months ended March 31, 2021, includes a benefit of approximately $0.3 million related to the reversal of previously recorded uncertain tax positions. In the three months ended March 31, 2020, we recorded income tax benefit of $0.1 million in our discontinued operations. In the six months ended March 31, 2020, we recorded an income tax benefit of $47,000 in our discontinued operations. The income tax provisions are based upon estimates of annual income, annual permanent differences and statutory tax rates in the various jurisdictions in which we operate, except that certain loss jurisdictions and discrete items are treated separately.
24
Generally accepted accounting principles require that a valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s performance, the market environment in which the company operates and the length of carryback and carryforward periods. According to those principles, it is difficult to conclude that a valuation allowance is not needed when the negative evidence includes cumulative losses in recent years. We have concluded that we will maintain a full valuation allowance for all net deferred tax assets related to the carryforwards of U.S. net operating losses and foreign tax credits. 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.
Our future effective income tax rate depends on various factors, such as the amount of income (loss) in each tax jurisdiction, tax regulations governing each region, non-tax deductible expenses incurred as a percent of pre-tax income and the effectiveness of our tax planning strategies.
Discontinued Operations
As disclosed previously in the “Solar and Automation Divestitures” section, 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 we believe are presented in those areas. The divestitures included our Tempress and SoLayTec subsidiaries, which comprised substantially all of our Solar segment. As such, we reported the results of the Solar segment as discontinued operations in our Condensed Consolidated Statements of Operations. SoLayTec was sold effective June 7, 2019, and Tempress was sold effective January 22, 2020 (see Note 12 for additional information).
Liquidity and Capital Resources
The following table sets forth for the periods presented certain consolidated cash flow information (in thousands):
|
|
|
Six Months Ended March 31, |
|
|||||
|
|
|
2021 |
|
|
2020 |
|
||
|
Net cash (used in) provided by operating activities |
|
$ |
(265 |
) |
|
$ |
1,276 |
|
|
Net cash used in investing activities |
|
|
(5,515 |
) |
|
|
(10,285 |
) |
|
Net cash provided by (used in) financing activities |
|
|
741 |
|
|
|
(1,415 |
) |
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
368 |
|
|
|
558 |
|
|
Net decrease in cash, cash equivalents and restricted cash |
|
|
(4,671 |
) |
|
|
(9,866 |
) |
|
Cash, cash equivalents and restricted cash, beginning of period* |
|
|
45,070 |
|
|
|
59,134 |
|
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
40,399 |
|
|
$ |
49,268 |
|
|
* |
Includes Cash, Cash Equivalents and Restricted Cash that are included in Held-For-Sale Assets on the Condensed Consolidated Balance Sheets for periods prior to January 22, 2020. |
Cash and Cash Flow
The decrease in cash and cash equivalents from September 30, 2020 of $4.7 million was primarily due to cash paid for the acquisition of IDI, partially offset by proceeds received from the exercise of stock options. We maintain a portion of our cash and cash equivalents in RMB at our Chinese operations; therefore, changes in the exchange rates have an impact on our cash balances. Our working capital was $66.0 million as of March 31, 2021 and $69.1 million as of September 30, 2020. The decrease in our working capital occurred primarily due to decreases in cash and inventory balances and an increase in accounts payable, which were partially offset by an increase in accounts receivable. Our ratio of current assets to current liabilities was 7.3:1 as of March 31, 2021, and 10.2:1 as of September 30, 2020.
25
The success of our growth strategy is dependent upon the availability of additional capital resources on terms satisfactory to management. Our sources of capital in the past have included the sale of equity securities, which includes common stock sold in private transactions and public offerings, long-term debt and customer deposits. There can be no assurance that we can raise such additional capital resources when needed or on satisfactory terms. We believe that our principal sources of liquidity discussed above are sufficient to support operations for at least the next twelve months. We have never paid dividends on our common stock.
Cash Flows from Operating Activities
Cash used in our operating activities was approximately $0.3 million for the six months ended March 31, 2021, compared to cash provided by operating activities of $1.3 million for the six months ended March 31, 2020, a decrease of approximately $1.5 million. During the six months ended March 31, 2021, net income adjusted for non-cash items of $1.5 million was offset by $1.8 million of cash used in operations as a result of changes in operating assets and liabilities. During the six months ended March 31, 2020, net loss adjusted for non-cash items provided cash of $2.0 million, which was partially offset by $0.7 million of cash used in operations as a result of changes in operating assets and liabilities.
Cash Flows from Investing Activities
For the six months ended March 31, 2021 and 2020, cash used in investing activities was $5.5 million compared to $10.3 million in the prior year period. The amount for the first half of fiscal 2021 includes $5.1 million net cash paid for the acquisition of IDI in addition to $0.4 million of cash used for capital expenditures. The amount for the second quarter of fiscal 2020 reflects the divestiture of our solar business. We expect capital expenditures to increase throughout 2021 as we initiate and complete the relocation of our Semiconductor manufacturing facility in Shanghai, China after the current lease expires in the third quarter of 2021.
Cash Flows from Financing Activities
For the six months ended March 31, 2021, $0.7 million of cash provided by financing activities was comprised of approximately $0.9 million of proceeds received from the exercise of stock options, partially offset by payments on long-term debt of $0.2 million. For the six months ended March 31, 2020, $1.4 million of cash used in financing activities was comprised of $0.8 million of proceeds received from the exercise of stock options, which was fully offset by $2.0 million used for stock repurchases and payments on long-term debt of $0.2 million.
Off-Balance Sheet Arrangements
As of March 31, 2021, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K promulgated by the SEC that have or are reasonably likely to have a current or future effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Contractual Obligations
Unrecorded purchase obligations at our continuing operations were $11.8 million as of March 31, 2021, compared to $4.6 million as of September 30, 2020, an increase of $7.2 million. This increase primarily reflects the inventory required due to the increase in orders for our diffusion furnaces as well as increased orders for products sold by our Shanghai, China location.
There were no other material changes to the contractual obligations included in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended September 30, 2020.
26
Critical Accounting Policies
Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report discusses our condensed consolidated financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, inventory valuation, accounts receivable collectability, warranty and impairment of long-lived assets. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. The results of these estimates and judgments form the basis for making conclusions about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
A critical accounting policy is one that is both important to the presentation of our financial position and results of operations, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. These uncertainties are discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended September 30, 2020. We believe our critical accounting policies relate to the more significant judgments and estimates used in the preparation of our consolidated financial statements.
We believe the critical accounting policies discussed in the section entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 represent the most significant judgments and estimates used in the preparation of our consolidated financial statements. There have been no significant changes in our critical accounting policies during the six months ended March 31, 2021.
Impact of Recently Issued Accounting Pronouncements
For discussion of the impact of recently issued accounting pronouncements, see “Part I, Item 1. Financial Information” under “Impact of Recently Issued Accounting Pronouncements.”
|
Item 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and, therefore, are not required to provide the information requested by this Item.
|
Item 4. |
CONTROLS AND PROCEDURES |
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), has carried out an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2021, pursuant to Exchange Act Rules 13a-15(e) and 15(d)-15(e). Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our CEO and CFO have concluded that as of such date, our disclosure controls and procedures in place were effective.
Changes in Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the second fiscal quarter to which this report relates that materially affected, or are reasonably likely to materially affect, the internal control over financial reporting of the Company.
27
PART II. OTHER INFORMATION
|
Item 1. |
Legal Proceedings |
For discussion of legal proceedings, see Note 9 to our condensed consolidated financial statements under “Part I, Item 1. Financial Information” under “Commitments and Contingencies” of this Quarterly Report.
|
Item 1A. |
Risk Factors |
We refer you to documents filed by us with the SEC, specifically “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the “2020 Form 10-K”), which identifies important risk factors that could materially affect our business, financial condition and future results. We also refer you to the factors and cautionary language set forth in the section entitled “Cautionary Statements Regarding Forward-Looking Statements” immediately preceding “Item 1. Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q, including the accompanying condensed consolidated financial statements and related notes, should be read in conjunction with such risks and other factors for a full understanding of our operations and financial condition. The risks described in our 2020 Form 10-K and any described herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. Except as set forth below, there have been no material changes to the risk factors previously disclosed in our 2020 Form 10-K.
Information security breaches or failures of our information technology systems may have a negative impact on our operations and our reputation.
We may be subject to information security breaches or failures of our information technology systems caused by advanced persistent threats, unauthorized access, sabotage, vandalism, terrorism or accident. Compromises and failure to our information technology networks and systems could result in unauthorized release of our confidential or proprietary information, or that of our customers and suppliers, as well as employee personal data. The costs to protect against or alleviate breaches and systems failures require significant human and financial capital expenditures, which in turn could potentially disrupt our continuing operations, increase our liability as a result of compromises to personally identifiable information, and may lead to a material and adverse effect on our financial reporting, reputation and business.
On April 12, 2021, we detected a data incident in which attackers acquired data and disabled some of the technology systems used by one of our subsidiaries. Upon learning of the incident, we immediately engaged external counsel and retained a team of third-party forensic, incident response, and security professionals to investigate and determine the full scope of this incident. Our investigation of the data incident is ongoing with the assistance from our outside professionals, and we are in the process of determining what data was affected and what customers or individuals require notice. We have notified law enforcement officials and confirmed that the incident is covered by our insurance.
Despite this disruption, production continued in our facilities. Our previously disabled subsidiary network is now back up and running securely. Working alongside our security professionals, we have been safely bringing our subsidiary’s systems online with enhanced security controls. We have deployed an advanced next generation anti-virus and endpoint detection and response tool, as well as Managed Detection & Response services.
While our investigation of the April 2021 data incident remains ongoing, this incident could result in legal claims or proceedings, regulatory investigations or actions, and other types of liability under laws that protect the privacy and security of personal information, including federal, state and foreign data protection and privacy regulations, violations of which could result in significant judgements against us, penalties and fines.
The cost of investigating, mitigating and responding to data incidents and complying with any applicable breach notification obligations to individuals, regulators, customers and others, including the April 2021 data incident, could be significant. Our insurance policy has a specific payout limit. Based on information available to us, we expect that our claim will not exceed this limit, but that will depend on the ultimate amount of costs and other losses arising from such disruptions, failures, attempted attacks or security breaches. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. Further, defending a suit, regardless of its merit, could be costly, divert management attention and harm our reputation.
28
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
Issuer Purchases of Equity Securities
On February 4, 2020, the Board approved a stock repurchase program, pursuant to which the Company may repurchase up to $4 million of its outstanding Common Stock over a one-year period, commencing on February 10, 2020. 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, the Company 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. The Company could have, in the sole discretion of the Board, terminated the repurchase program at any time while it was in effect. Repurchased shares were to 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. The term of our repurchase program expired as of the quarter ended March 31, 2021.
On February 9, 2021, the Board approved a new stock repurchase program, pursuant to which the Company may repurchase up to $4 million of its outstanding Common Stock over a one-year period, commencing on February 16, 2021. 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 Securities and Exchange Commission; however, the Company has 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 the Company’s stock price and other market conditions. The Company 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 three months ended March 31, 2021, we did not repurchase any of our equity securities nor did we sell any equity securities that were not registered under the Securities Act of 1933, as amended.
|
Item 3. |
Defaults Upon Senior Securities |
None.
|
Item 4. |
Mine Safety Disclosures |
Not applicable.
|
Item 5. |
Other Information |
None.
29
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Item 6. |
Exhibits |
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EXHIBIT |
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INCORPORATED BY REFERENCE |
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FILED |
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NO. |
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EXHIBIT DESCRIPTION |
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FORM |
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FILE NO. |
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EXHIBIT NO. |
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FILING DATE |
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HEREWITH |
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101.INS |
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Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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101.PRE |
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Inline Taxonomy Presentation Linkbase Document |
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101.CAL |
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Inline XBRL Taxonomy Calculation Linkbase Document |
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101.LAB |
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Inline XBRL Taxonomy Label Linkbase Document |
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101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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30
SIGNATURES
Pursuant to the requirements 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.
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By |
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/s/ Lisa D. Gibbs |
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Dated: |
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May 5, 2021 |
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Lisa D. Gibbs |
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Vice President and Chief Financial Officer |
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(Principal Financial Officer and Duly Authorized Officer) |
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31