Discontinued Operations

3 Months Ended

Dec. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

3. Discontinued Operations

Disposition of Semiconductor Automation Business

On September 20, 2021, the Company entered into a definitive agreement to sell its semiconductor automation business to THL and the Company determined that the semiconductor automation business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the Company’s financial statements as a discontinued operation, and assets and liabilities were classified as assets and liabilities held for sale. On February 1, 2022, the Company completed the sale of the semiconductor automation business for $2.9 billion in cash. As part of the transaction, the Company recorded an $18.1 million liability related to retention bonuses and cash settled stock-based awards for former employees of the Company that were conveyed with the transaction. The Company paid $0.6 million during the year ended September 30, 2022 and remitted the remaining payments to THL in November 2022, and THL directly paid the Company’s former employees. Following the completion of the sale, the Company no longer serves the semiconductor market.

In connection with the closing of the sale, the Company and THL entered into a transition services agreement, to which both the Company and THL will provide each other with certain transition services related to finance and accounting, information technology, human resources, compliance, facilities, legal and research and development support, for time periods ranging from three to 24 months. In addition, the Company entered into two separate lease agreements for leases back to the Company for portions of the facilities that previously served as its corporate headquarters in Chelmsford, Massachusetts, and were sold to THL as part of the sale agreement. Each lease provides for

a term of 24 months, which may be terminated earlier by the Company upon 90 days’ notice to THL. The transition services agreement and lease agreements approximate fair value and there is no material impact to the Company’s results.

The following table presents the financial results of discontinued operations with respect to the semiconductor automation business (in thousands).

	Three months ended December 31,
	2021
Revenue
Products	$	188,240
Services		15,430
Total revenue		203,670
Cost of revenue
Products		107,597
Services		8,309
Total cost of revenue		115,906
Gross profit		87,764
Operating expenses
Research and development		13,740
Selling, general and administrative		22,676
Restructuring charges		-
Total operating expenses		36,416
Operating income		51,348
Other income, net		(46)
Gain on divestiture		-
Income before income taxes		51,302
Income tax provision		10,840
Net income from discontinued operations	$	40,462

The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the semiconductor automation business that are included in the Consolidated Statements of Cash Flows (in thousands):

	Three months ended December 31,
		2021
Depreciation and amortization	$	-
Capital expenditures	$	2,283
Stock-based compensation	$	4,923