Quarterly report pursuant to Section 13 or 15(d)

Assets Held for Sale, Discontinued Operations and Disposals

v3.20.2
Assets Held for Sale, Discontinued Operations and Disposals
9 Months Ended
Jun. 30, 2020
Discontinued Operations And Disposal Groups [Abstract]  
Assets Held for Sale, Discontinued Operations and Disposals

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 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.

On June 7, 2019 (“SoLayTec Sale Date”), we completed the sale of our subsidiary, SoLayTec, to a third party located in the Netherlands.  Upon the sale, we recognized a gain of approximately $1.6 million, which we reported as gain on sale of subsidiary in our Consolidated Statements of Operations for the three months ended June 30, 2019.  Effective on the SoLayTec Sale Date, SoLayTec is no longer included in our consolidated financial statements.  SoLayTec was not material to Amtech’s results of operations or financial position.

On December 13, 2019 (“R2D Sale Date”), we finalized the sale of our subsidiary, R2D Automation SAS (“R2D”), to certain members of R2D’s management team.  Upon the sale, we recognized a loss of approximately $2.8 million, which we reported as loss on sale of subsidiary in our Condensed Consolidated Statements of Operations for the nine months ended June 30, 2020.  Effective on the R2D Sale Date, R2D is no longer included in our consolidated financial statements.  R2D does not meet the discontinued operations or held-for-sale criteria and is not material to Amtech’s results of operations or financial position.

Effective January 22, 2020 (“Tempress Sale Date”), we completed the sale of our subsidiary, Tempress Group Holding B.V. (“Tempress”) for nominal consideration to a third party located in the Netherlands. In connection with this sale transaction, we provided an unsecured term loan to Tempress in the principal sum of $2.25 million, to be used to fund Tempress’ working capital requirements and to facilitate the restructuring of Tempress’ operations.  In July 2020, we received the final loan payment of $1.25 million.  We forgave $0.5 million of the loan in accordance with the terms of the loan agreement.  We recorded a pre-tax loss on deconsolidation of approximately $10.9 million, of which approximately $7.2 million was the recognition of previously recorded accumulated foreign currency translation losses.  The total pre-tax loss does not have a material effect on our cash balances at our continuing operations.  We also recognized a significant tax benefit relating to this loss, which can be carried over to future years. Effective on the Tempress Sale Date, Tempress is no longer included in our consolidated financial statements.

Operating results of our discontinued solar operations were as follows, in thousands:

 

 

 

Three Months Ended June 30,

 

 

Nine Months Ended June 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Revenues, net of returns and allowances

 

$

 

 

$

5,268

 

 

$

7,442

 

 

$

19,649

 

Cost of sales

 

 

 

 

 

4,374

 

 

 

5,969

 

 

 

19,726

 

Gross profit (loss)

 

 

 

 

 

894

 

 

 

1,473

 

 

 

(77

)

Selling, general and administrative

 

 

 

 

 

1,735

 

 

 

1,814

 

 

 

7,412

 

Research, development and engineering

 

 

 

 

 

736

 

 

 

540

 

 

 

2,647

 

Restructuring charges

 

 

 

 

 

(3

)

 

 

37

 

 

 

598

 

Operating loss

 

 

 

 

 

(1,574

)

 

 

(918

)

 

 

(10,734

)

Gain (loss) on sale of subsidiary

 

 

 

 

 

1,614

 

 

 

(10,916

)

 

 

1,614

 

Interest expense and other, net

 

 

 

 

 

(143

)

 

 

(29

)

 

 

(213

)

Loss from discontinued operations before

   income taxes

 

 

 

 

 

(103

)

 

 

(11,863

)

 

 

(9,333

)

Income tax benefit

 

 

 

 

 

(1,257

)

 

 

(47

)

 

 

(1,220

)

Net income (loss) from discontinued

   operations, net of tax

 

$

 

 

$

1,154

 

 

$

(11,816

)

 

$

(8,113

)

 

The following table presents a summary of the solar assets and liabilities held for sale included in our Condensed Consolidated Balance Sheets, in thousands:

 

Assets

 

September 30,

2019

 

Total current assets

 

$

17,591

 

Property, plant and equipment - net

 

 

5,164

 

Total assets included in the disposal group

 

 

22,755

 

Total current liabilities

 

 

18,272

 

Long-term debt

 

 

275

 

Total liabilities included in the disposal group

 

 

18,547

 

Net assets included in the disposal group

 

$

4,208

 

 

Amtech’s Condensed Consolidated Statements of Cash Flows combines cash flows from discontinued operations with cash flows from continuing operations within each cash flow statement category.  The following table summarizes selected cash flow information for discontinued operations, in thousands:

 

 

 

Nine Months Ended June 30,

 

 

 

2020

 

 

2019

 

Loss from discontinued operations, net of tax

 

$

(11,816

)

 

$

(8,113

)

Depreciation and amortization

 

$

180

 

 

$

426

 

(Reversal of) provision for allowance for

   doubtful accounts, net

 

$

(66

)

 

$

887

 

(Loss) gain on sale of subsidiary

 

$

(10,916

)

 

$

1,614

 

Purchases of property, plant and equipment

 

$

1

 

 

$

118