Discontinued Operations

6 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

3. Discontinued Operations

Disposition of the Semiconductor Automation Business

On September 20, 2021, the Company entered into a definitive agreement to sell its semiconductor automation business to Thomas H. Lee Partners, L.P. (“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 of these payments 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. As of March 31, 2023, one lease is still in effect. 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 March 31,			Six Months Ended March 31,
	2022		2022
Revenue
Products	$	56,722	$	244,962
Services		4,038		19,468
Total revenue		60,760		264,430
Cost of revenue
Products		33,568		141,165
Services		2,850		11,159
Total cost of revenue		36,418		152,324
Gross profit		24,342		112,106
Operating expenses
Research and development		4,746		18,486
Selling, general and administrative		7,466		30,142
Total operating expenses		12,212		48,628
Operating income		12,130		63,478
Gain on divestiture		2,561,420		2,561,374
Income before income taxes		2,573,550		2,624,852
Income tax provision		451,860		462,700
Net income from discontinued operations	$	2,121,690	$	2,162,152

During the three months ended March 31, 2023, the Company recorded a $0.4 million loss on divestiture.

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 March 31,		Six Months Ended March 31,
		2022		2022
Depreciation and amortization	$	-	$	-
Capital expenditures	$	579	$	2,862
Stock-based compensation	$	3,109	$	8,032

Disposition of the Semiconductor Cryogenics Business

During the three months ended March 31, 2023, the Company recorded a $2.5 million loss on divestiture of the Semiconductor Cryogenics business, due to the accrual of a liability related to a claim.