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Assets Held for Sale, Discontinued Operations and Disposals
12 Months Ended
Sep. 30, 2020
Discontinued Operations And Disposal Groups [Abstract]  
Assets Held for Sale, Discontinued Operations and Disposals

 

2.  Assets Held for Sale, Discontinued Operations and Disposals

 

Discontinued Operations

 

In April 2019, we announced that 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 Board made its decision, effective March 28, 2019, after analyzing current market conditions and the strategic outlook for its Solar segment, which operates in a highly competitive market among lower cost manufacturers, particularly in China. Historical fluctuations in the solar cell industry combined with downward pricing pressure has negatively affected the Company’s results of operations in recent years. In response, we had been pursuing strategic alternatives for the continued operations of the Solar segment, including the possibility of restructuring the Solar segment to achieve profitability and compete more effectively. After further assessment, however (including input from management of the Solar segment and our external advisors), the Board determined that the investment required to return our solar business to profitability would be better utilized to pursue strategic opportunities in the Semiconductor and SiC/LED segments.

 

The divestiture 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 Consolidated Balance Sheets and reported its results as discontinued operations in our Consolidated Statements of Operations.

 

On June 7, 2019 (“SoLayTec Sale Date”), we completed the sale of SoLayTec to a third party located in the Netherlands.  Upon the SoLayTec Sale Date, we recognized a gain of approximately $1.6 million, which we included in loss from discontinued operations reported in our Consolidated Statements of Operations for the year

ended September 30, 2019.  We recognized a tax benefit relating to this sale, which can be carried over to future years.  Effective on the SoLayTec Sale Date, SoLayTec is no longer included in our consolidated financial statements.  

 

Effective January 22, 2020 (“Tempress Sale Date”), we completed the sale of Tempress for nominal consideration to a third party located in the Netherlands. In connection with this sale transaction, we provided an unsecured term loan to Tempress in the principal sum of $2.25 million, to be used to fund Tempress’ working capital requirements and to facilitate the restructuring of Tempress’ operations.  We forgave $0.5 million of the loan in accordance with the terms of the loan agreement.  The balance of the loan was paid in full during fiscal 2020.  We recorded a pre-tax loss on sale 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 did 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:

 

 

 

Years Ended September 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Revenues, net of returns and allowances

 

$

7,442

 

 

$

25,139

 

 

$

76,395

 

Cost of sales

 

 

5,969

 

 

 

23,669

 

 

 

58,156

 

Gross profit

 

 

1,473

 

 

 

1,470

 

 

 

18,239

 

Selling, general and administrative

 

 

1,814

 

 

 

8,857

 

 

 

11,792

 

Research, development and engineering

 

 

540

 

 

 

3,039

 

 

 

4,944

 

Restructuring charges

 

 

37

 

 

 

567

 

 

 

897

 

Impairment charges

 

 

 

 

 

 

 

 

4,759

 

Operating loss

 

 

(918

)

 

 

(10,993

)

 

 

(4,153

)

(Loss) gain on sale of subsidiary

 

 

(10,916

)

 

 

1,614

 

 

 

 

Interest expense and other, net

 

 

(29

)

 

 

(121

)

 

 

(249

)

Loss from discontinued operations

   before income taxes

 

 

(11,863

)

 

 

(9,500

)

 

 

(4,402

)

Income benefit

 

 

(47

)

 

 

(1,203

)

 

 

(3,076

)

Net loss

 

$

(11,816

)

 

$

(8,297

)

 

$

(1,326

)

 

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

 

 

 

September 30,

2019

 

Assets

 

 

 

 

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 Consolidated Statement 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:

 

 

 

Years Ended September 30,

 

 

 

2020

 

 

2019

 

 

2018

 

Loss from discontinued operations, net of

   tax

 

$

(11,816

)

 

$

(8,297

)

 

$

(1,326

)

Non-cash impairment charges

 

$

 

 

$

 

 

$

4,759

 

Depreciation and amortization

 

$

180

 

 

$

562

 

 

$

801

 

(Reversal of) provision for allowance for doubtful

   accounts, net

 

$

(62

)

 

$

874

 

 

$

(56

)

(Loss) gain on sale of subsidiary

 

$

(10,916

)

 

$

1,614

 

 

$

 

Purchases of property, plant and equipment

 

$

1

 

 

$

131

 

 

$

1,403

 

 

Other Disposals

 

R2D – On December 13, 2019 (“R2D Sale Date”), we finalized the sale of 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 Consolidated Statements of Operations for the year ended September 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.

 

Kingstone – On September 16, 2015, we reduced our ownership to 15% in Kingstone Hong Kong. Our investment in Kingstone Hong Kong was accounted for using the equity method for periods subsequent to the deconsolidation due to our ability to exert significant influence over the financial and operating policies of Kingstone Hong Kong, primarily through our representation on the board of directors. The resulting equity method investment was initially recorded at fair value at $2.7 million using the value the third-party purchaser placed on their investment in Kingstone Shanghai. The carrying value of the equity method investment in Kingstone Hong Kong was $2.6 million as of September 30, 2017.

 

Effective June 29, 2018, we sold our remaining ownership interest in Kingstone Hong Kong to the majority owner for approximately $5.7 million, which was received in August 2018.  We recognized a pre-tax gain of approximately $2.9 million, which is reported as gain on sale of other assets in our Consolidated Statements of Operations for the year ended September 30, 2018.