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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Securities registered pursuant to Section 12(b) of the Act:
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Registrant’s telephone number, including area code:
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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(Do not check if a smaller reporting company) |
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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
Shares of Common Stock outstanding as of January 31, 2020:
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 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 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,” “likely,” “future,” “target,” “forecast,” “goal,” “observe,” and “strategy” or the negative thereof or variations thereon or similar terminology. 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; whether continued technological advances and emerging industries will sustain on our long-term performance; difficulties arising out of our divestiture of our solar operations; difficulties in successfully executing our growth initiatives; our ability to take part in the growth of the SiC industry through investments in capacity, product development and people; our ability to expand our customer base and realize future revenue growth from our 300 mm silicon horizontal thermal reaction product solution; our ability to realize further growth within BTU by making investments in product innovation; our ability to identify strong acquisition targets in the semi and SiC growth environment and successfully execute transactions and integrate such targets; the effects of semiconductor trends on our annual goodwill impairment analysis; 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; 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; 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, 2019 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 the 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 the 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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December 31, 2019 |
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September 30, 2019 |
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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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Restricted cash |
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— |
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Accounts receivable (less allowance for doubtful accounts of $ December 31, 2019, and September 30, 2019, respectively) |
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Inventories |
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Income taxes receivable |
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— |
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Held-for-sale assets |
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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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Intangible Assets - Net |
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Goodwill - 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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Income taxes payable |
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— |
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Held-for-sale 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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— |
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Income Taxes Payable |
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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, 2019, 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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Retained deficit |
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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 December 31, |
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2019 |
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2018 |
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Revenues, net of returns and allowances |
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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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Restructuring charges |
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— |
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Operating income |
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Loss on sale of subsidiary |
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( |
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— |
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Interest income and other, net |
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( |
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(Loss) income from continuing operations before income taxes |
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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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Loss from discontinued operations, net of tax |
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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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(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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Basic loss per share from discontinued operations |
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$ |
( |
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$ |
( |
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Net loss per basic share |
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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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Diluted loss per share from discontinued operations |
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$ |
( |
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$ |
( |
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Net loss per diluted share |
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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 (Loss)
(Unaudited)
(in thousands)
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Three Months Ended December 31, |
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2019 |
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2018 |
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Net loss |
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$ |
( |
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$ |
( |
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Foreign currency translation adjustment |
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( |
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Reclassification adjustment for net foreign currency translation losses included in net income |
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— |
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Comprehensive income (loss) |
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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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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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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, 2018 |
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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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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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Stock options exercised |
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— |
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— |
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— |
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Balance at December 31, 2018 |
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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, 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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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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Translation adjustment |
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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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Stock options exercised |
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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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$ |
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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)
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Three Months Ended December 31, |
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2019 |
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2018 |
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Operating Activities |
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Net loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
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Write-down of inventory |
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Deferred income taxes |
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Non-cash share-based compensation expense |
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Loss on sale of subsidiary |
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— |
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(Reversal of) provision for allowance for doubtful accounts, net |
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( |
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Other, net |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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Inventories |
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Other assets |
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( |
) |
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Accounts payable |
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( |
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Accrued income taxes |
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( |
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Accrued and other liabilities |
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( |
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( |
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Contract liabilities |
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( |
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( |
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Net cash used in operating activities |
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( |
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( |
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Investing Activities |
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Purchases of property, plant and equipment |
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( |
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( |
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Net cash disposed of in sale of subsidiary |
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( |
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— |
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Net cash used in investing activities |
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( |
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( |
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Financing Activities |
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Proceeds from the exercise of stock options |
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Payments on long-term debt |
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( |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash |
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( |
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Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash |
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( |
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Cash, Cash Equivalents and Restricted Cash, Beginning of Period* |
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Cash, Cash Equivalents and Restricted Cash, End of Period* |
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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.
8
AMTECH SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 2019 AND 2018
(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 chips, electronic assemblies and light-emitting diodes (LEDs). We sell these products to semiconductor and automotive component 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 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 additional information on the divestiture, see Note 4 and 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 balance sheet at September 30, 2019, 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, 2019.
Our fiscal year is from October 1 to September 30. Unless otherwise stated, references to the years 2020 and 2019 relate to the fiscal years ended September 30, 2020 and 2019, respectively.
The consolidated results of operations for the three months ended December 31, 2019, 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.
Reclassifications – Certain reclassifications have been made to prior year financial statements to conform to the current year presentation. Results for all periods presented in this report have been reclassified for discontinued operations (Note 4) and for changes to our reportable segments (Note 10). These reclassifications had no effect on the previously reported consolidated financial statements for any period.
9
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 expenses of $
Research, Development and Engineering Expense –
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Three Months Ended December 31, |
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2019 |
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2018 |
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||
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Research, development and engineering |
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$ |
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|
|
$ |
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|
|
Grants earned |
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|
( |
) |
|
|
— |
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|
Net research, development and engineering |
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$ |
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|
|
$ |
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|
Concentrations of Credit Risk – Our customers consist primarily of semiconductor manufacturers worldwide, as well as the lapping and polishing marketplace. Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and trade accounts receivable. Credit risk is managed by performing ongoing credit evaluations of the customers’ financial condition, by requiring significant deposits where appropriate, and by actively monitoring collections. Letters of credit are required of certain customers depending on the size of the order, type of customer or its creditworthiness, and country of domicile.
As of December 31, 2019, one Semiconductor segment customer individually represented
We maintain our cash, cash equivalents and restricted cash in multiple financial institutions. Balances in the United States, which account for approximately
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.
10
Impact of Recently Issued Accounting Pronouncements
Effective October 1, 2019, we adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Update (“ASU”) No. 2016-02—Leases (Topic 842), using the retrospective cumulative effect adjustment transition method. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. In addition, we made an accounting policy election not to separate non-lease components from lease components for all existing classes of underlying assets with the exception of land and buildings. We also made an accounting policy election to not record right of use (“ROU”) assets and lease liabilities for leases with an initial term of twelve months or less on our condensed consolidated balance sheet.
Adoption of the new standard resulted in the recording of lease ROU assets and lease liabilities of approximately $
There have been no other material changes or additions to the recently issued accounting standards other than those previously reported in Note 1 to our Condensed Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended September 30, 2019 that affect or may affect our consolidated financial statements.
2. Contracts with Customers
The components of contract assets, which are included in other current assets in our condensed consolidated balance sheets, are as follows, in thousands:
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December 31, 2019 |
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September 30, 2019 |
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Unbilled accounts receivable |
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$ |
— |
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$ |
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|
|
Contract assets |
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$ |
— |
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|
$ |
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|
The components of contract liabilities are as follows, in thousands:
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December 31, 2019 |
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September 30, 2019 |
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Customer deposits |
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$ |
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$ |
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Contract liabilities |
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$ |
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$ |
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3. Leases
We lease office space, buildings, land, vehicles and equipment. Lease agreements with an initial term of 12 months or less are not recorded on the balance sheet. Instead, we recognize the lease expense as incurred over the lease term.
Certain lease agreements include one or more options to renew, with renewal terms that can extend the lease term from
Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
11
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 other assets in our condensed consolidated balance sheet. 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 sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As none of our leases provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The ROU asset includes any prepaid lease payments and additional direct costs and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.
The following table provides information about the financial statement classification of our lease balances reported within the condensed consolidated balances sheets as of December 31, 2019 and October 1, 2019, in thousands:
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December 31, 2019 |
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October 1, 2019 |
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Assets |
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Operating lease assets |
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$ |
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$ |
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Finance lease assets |
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Total lease assets |
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$ |
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|
$ |
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Liabilities |
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Current |
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Operating lease liabilities |
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$ |
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$ |
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|
Finance lease liabilities |
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Non-current |
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Operating lease liabilities |
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Finance lease liabilities |
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|
Total lease liabilities |
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$ |
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|
|
$ |
|
|
The following table provides information about the financial statement classification of our lease expenses reported in the condensed consolidated statement of operations for the three months ended December 31, 2019, in thousands:
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Lease cost |
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Classification |
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Three Months Ended December 31, 2019 |
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|
Operating lease cost |
|
Selling, general and administrative expenses |
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$ |
|
|
|
Finance lease cost |
|
Selling, general and administrative expenses |
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|
|
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|
Total lease cost |
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|
$ |
|
|
12
Future minimum lease payments under non-cancelable leases as of December 31, 2019 are as follows, in thousands:
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Operating leases |
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Finance Leases |
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Total |
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Remainder of 2020 |
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$ |
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$ |
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$ |
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2021 |
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2022 |
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2023 |
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2024 |
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Thereafter |
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— |
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Total lease payments |
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Less: Interest |
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Present value of lease liabilities |
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|
$ |
|
|
Operating lease payments include $
The following table provides information about the remaining lease terms and discount rates applied as of December 31, 2019:
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December 31, 2019 |
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|
Weighted average remaining lease term (years) |
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Operating leases |
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Finance leases |
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|
Weighted average discount rate (%) |
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Operating leases |
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Finance leases |
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4. Assets Held for Sale, Discontinued Operations and Disposals
In April 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.
The anticipated divestitures of our solar business included our Tempress and SoLayTec subsidiaries, which comprised substantially all of our Solar segment. We adopted a plan to sell our Solar operations on or before March 31, 2020. As such, 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.
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 $
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 $
13
See Note 12 for subsequent event disclosure related to the sale of Tempress.
Operating results of our discontinued solar operations were as follows, in thousands:
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|
Three Months Ended December 31, |
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|||||
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2019 |
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2018 |
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||
|
Revenues, net of returns and allowances |
|
$ |
|
|
|
$ |
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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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Restructuring charges |
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Operating loss |
|
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( |
) |
|
|
( |
) |
|
Interest expense and other, net |
|
|
( |
) |
|
|
( |
) |
|
Loss from discontinued operations before income taxes |
|
|
( |
) |
|
|
( |
) |
|
Income tax provision |
|
|
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|
|
|
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|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
The following table presents a summary of the solar assets and liabilities held for sale included in our Condensed Consolidated Balance Sheets, in thousands:
|
|
|
December 31, 2019 |
|
|
September 30, 2019 |
|
||
|
Assets |
|
(Unaudited) |
|
|
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|
|
Total current assets |
|
$ |
|
|
|
$ |
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|
|
Property, plant and equipment - net |
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|
Total assets included in the disposal group |
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Total current liabilities |
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Long-term debt |
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