Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2022 | Feb. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | AMTECH SYSTEMS, INC. | |
Entity Central Index Key | 0000720500 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 14,023,534 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 0-11412 | |
Entity Tax Identification Number | 86-0411215 | |
Entity Address, Address Line One | 131 South Clark Drive | |
Entity Address, City or Town | Tempe | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85288 | |
City Area Code | 480 | |
Local Phone Number | 967-5146 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | AZ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Trading Symbol | ASYS | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 44,534 | $ 46,874 |
Accounts receivable (less allowance for doubtful accounts of $147 and $114 at December 31, 2022 and September 30, 2022, respectively | 21,785 | 25,013 |
Inventories | 28,236 | 25,488 |
Other current assets | 4,890 | 5,561 |
Total current assets | 99,445 | 102,936 |
Property, Plant and Equipment - Net | 6,451 | 6,552 |
Right-of-Use Assets - Net | 10,832 | 11,258 |
Intangible Assets - Net | 733 | 758 |
Goodwill | 11,168 | 11,168 |
Deferred Income Taxes - Net | 114 | 79 |
Other Assets | 794 | 783 |
Total Assets | 129,537 | 133,534 |
Current Liabilities | ||
Accounts payable | 6,835 | 7,301 |
Accrued compensation and related taxes | 2,923 | 4,109 |
Other accrued liabilities | 2,722 | 1,771 |
Current maturities of finance lease liabilities and long-term debt | 71 | 107 |
Current portion of long-term operating lease liabilities | 2,134 | 2,101 |
Contract liabilities | 6,955 | 7,231 |
Income taxes payable | 19 | 6 |
Total current liabilities | 21,659 | 22,626 |
Finance Lease Liabilities and Long-Term Debt | 59 | 220 |
Long-Term Operating Lease Liabilities | 8,937 | 9,395 |
Income Taxes Payable | 2,551 | 2,849 |
Other Long-Term Liabilities | 93 | 76 |
Total Liabilities | 33,299 | 35,166 |
Commitments and Contingencies (Note 7) | ||
Shareholders’ Equity | ||
Preferred stock; 100,000,000 shares authorized; none issued | ||
Common stock; $0.01 par value; 100,000,000 shares authorized; shares issued and outstanding: 14,003,029 and 13,994,154 at December 31, 2022 and September 30, 2022, respectively | 140 | 140 |
Additional paid-in capital | 124,656 | 124,458 |
Accumulated other comprehensive income (loss) | (1,351) | (1,767) |
Retained deficit | (27,207) | (24,463) |
Total Shareholders' Equity | 96,238 | 98,368 |
Total Liabilities and Shareholders’ Equity | $ 129,537 | $ 133,534 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Current Assets | ||
Allowance for doubtful accounts | $ 147 | $ 114 |
Shareholders’ Equity | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,003,029 | 13,994,154 |
Common stock, shares outstanding | 14,003,029 | 13,994,154 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues, net | $ 21,558,000 | $ 26,463,000 |
Cost of sales | 13,255,000 | 16,565,000 |
Gross profit | 8,303,000 | 9,898,000 |
Selling, general and administrative | 9,190,000 | 7,086,000 |
Research, development and engineering | 1,393,000 | 1,572,000 |
Severance expense | 400,000 | 0 |
Operating (loss) income | (2,680,000) | 1,240,000 |
Interest expense and other, net | (68,000) | (83,000) |
(Loss) income before income tax provision | (2,748,000) | 1,157,000 |
Income tax (benefit) provision | (4,000) | 160,000 |
Net (loss) income | $ (2,744,000) | $ 997,000 |
(Loss) income Per Share: | ||
Net (loss) income per basic share | $ (0.20) | $ 0.07 |
Net (loss) income per diluted share | $ (0.20) | $ 0.07 |
Weighted average shares outstanding - basic | 14,008 | 14,254 |
Weighted average shares outstanding - diluted | 14,008 | 14,485 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (2,744) | $ 997 |
Foreign currency translation adjustment | 416 | 237 |
Comprehensive (loss) income | $ (2,328) | $ 1,234 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid- In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Deficit |
Beginning balance at Sep. 30, 2021 | $ 85,634 | $ 143 | $ 126,380 | $ 14 | $ (40,903) | |
Beginning balance (in shares) at Sep. 30, 2021 | 14,304,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 997 | 997 | ||||
Translation adjustment | 237 | 237 | ||||
Stock compensation expense | 103 | 103 | ||||
Repurchase of treasury stock | (2,713) | $ (2,713) | ||||
Repurchase of treasury stock (in shares) | (291,000) | |||||
Retirement of treasury stock | $ (3) | $ 2,713 | (2,122) | (588) | ||
Retirement of treasury stock (in shares) | (291,000) | 291,000 | ||||
Stock options exercised | 69 | 69 | ||||
Stock options exercised (in shares) | 12,000 | |||||
Ending balance at Dec. 31, 2021 | 84,327 | $ 140 | 124,430 | 251 | (40,494) | |
Ending balance (in shares) at Dec. 31, 2021 | 14,025,000 | |||||
Beginning balance at Sep. 30, 2022 | $ 98,368 | $ 140 | 124,458 | (1,767) | (24,463) | |
Beginning balance (in shares) at Sep. 30, 2022 | 13,994,154 | 13,994,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | $ (2,744) | (2,744) | ||||
Translation adjustment | 416 | 416 | ||||
Stock compensation expense | 164 | 164 | ||||
Stock options exercised | 34 | 34 | ||||
Stock options exercised (in shares) | 9,000 | |||||
Ending balance at Dec. 31, 2022 | $ 96,238 | $ 140 | $ 124,656 | $ (1,351) | $ (27,207) | |
Ending balance (in shares) at Dec. 31, 2022 | 14,003,029 | 14,003,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities | ||
Net (loss) income | $ (2,744) | $ 997 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 388 | 430 |
Write-down of inventory | 48 | 120 |
Deferred income taxes | (35) | |
Non-cash stock compensation expense | 164 | 103 |
Provision for (reversal of) allowance for doubtful accounts | 35 | (19) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,194 | (2,683) |
Inventories | (2,796) | (2,161) |
Other assets | 1,106 | (207) |
Accounts payable | (643) | 1,979 |
Accrued income taxes | (284) | 968 |
Accrued and other liabilities | (665) | 140 |
Contract liabilities | (276) | 2,822 |
Net cash (used in) provided by operating activities | (2,508) | 2,489 |
Investing Activities | ||
Purchases of property, plant and equipment | (224) | (45) |
Net cash used in investing activities | (224) | (45) |
Financing Activities | ||
Proceeds from the exercise of stock options | 34 | 69 |
Repurchase of common stock | (2,713) | |
Payments on long-term debt | (14) | (97) |
Net cash provided by (used in) financing activities | 20 | (2,741) |
Effect of Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash | 372 | 175 |
Net Decrease in Cash, Cash Equivalents and Restricted Cash | (2,340) | (122) |
Cash and Cash Equivalents , Beginning of Period | 46,874 | 32,836 |
Cash, Cash Equivalents and Restricted Cash, End of Period | 44,534 | 32,714 |
Supplemental Cash Flow Information: | ||
Income tax payments, net | 378 | 629 |
Interest paid | $ 2 | $ 75 |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 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 devices, analog and discrete devices, electronic assemblies and light-emitting diodes (“LEDs”). We sell these products to semiconductor device and module 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, our 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. 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 (“GAAP”). 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 consolidated balance sheet at September 30, 2022, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP 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, 2022. Our fiscal year is from October 1 to September 30. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years ending or ended September 30, and the associated quarters, months, and periods of those fiscal years. The consolidated results of operations for the three months ended December 31, 2022, are not necessarily indicative of the results to be expected for the full fiscal year. In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization, and the outbreak became increasingly widespread, including in all of the markets in which we operate. We continue to monitor the impact of COVID-19 on all aspects of our business. We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Consistent with federal guidelines and with foreign government, state and local orders to date, we have continued to operate across our footprint throughout the COVID-19 pandemic. There remain many unknowns and we continue to monitor the expected trends and related demand for our products and services and have and will continue to adjust our operations accordingly. On March 28, 2022, the Chinese government issued a mandatory shutdown in Shanghai, the location of one of our manufacturing facilities. The factory was allowed to partially reopen in May 2022 and was fully reopened on June 1, 2022. Upon reopening on June 1, 2022, the factory was able to operate at near full capacity for the entire month of June. We were able to make up the shipments missed in the fourth quarter of fiscal 2022 and are now operating at normal capacity levels. Additionally, given the uncertainty surrounding the COVID-19 pandemic and the emergence of variations thereof, there can be no assurance that this facility will be allowed to remain open on a consistent basis in the future. 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 GAAP 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. Contract Liabilities – Contract liabilities are reflected in current liabilities on the Condensed Consolidated Balance Sheets as all performance obligations are expected to be satisfied within the next 12 months. Contract liabilities relate to payments invoiced or received in advance of completion of performance obligations under a contract. Contract liabilities are recognized as revenue upon the fulfillment of performance obligations. Contract liabilities consist of customer deposits as of December 31, 2022 and September 30, 2022. Of the $ 7.2 million contract liabilities recorded at September 30, 2022 , $ 0.6 million was recorded as revenue for the three months ended December 31, 2022. Warranty – A limited warranty is provided free of charge, generally for periods of 12 to 36 months to all purchasers of our new products and systems. Accruals are recorded for estimated warranty costs at the time revenue is recognized, generally upon shipment or acceptance, as determined under the revenue recognition policy above. On occasion, we have been required and may be required in the future to provide additional warranty coverage to ensure that the systems are ultimately accepted or to maintain customer goodwill. While our warranty costs have historically been within our expectations and we believe that the amounts accrued for warranty expenditures are sufficient for all systems sold through December 31, 2022, we cannot guarantee that we will continue to experience a similar level of predictability with regard to warranty costs. In addition, technological changes or previously unknown defects in raw materials or components may result in more extensive and frequent warranty service than anticipated, which could result in an increase in our warranty expense. Our accrued warranty expense is less than $ 1.0 million in all periods presented and is included in other accrued liabilities on the Condensed Consolidated Balance Sheets. Shipping Expense – Shipping and handling fees associated with outbound freight are expensed as incurred and included in selling, general and administrative expenses. Shipping expense was $ 0.6 million and $ 1.2 million for the three months ended December 31, 2022 and 2021 , respectively. Concentrations of Credit Risk – Our customers consist 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, 2022 , one Semiconductor segment customer individually represented 14 % of accounts receivable. As of September 30, 2022 , one Semiconductor segment customer individually represented 12 % of accounts receivable. We maintain our cash and cash equivalents in multiple financial institutions. Balances in the United States, which account for approximately 83 % and 84 % of total cash balances as of December 31, 2022 and September 30, 2022, respectively, are primarily invested in AAA-rated U.S Treasury and U.S. Government Agency repo money market mutual funds, which have a constant net asset value and consist of direct U.S. Treasuries and/or U.S. Government Agencies with repurchase agreements backed by U.S. Treasury or U.S. Government Agency collateral only, or are in financial institutions insured by the FDIC. The remainder of our cash is maintained with financial institutions with reputable credit in China, the United Kingdom and Malaysia. We maintain cash in bank accounts in amounts which at times may exceed federally insured limits. We have not experienced any losses on such accounts. Refer to Note 9 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. Impact of Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued or effective as of December 31, 2022 that had or are expected to have a material impact on our consolidated financial statements. Correction of Immaterial Misstatements During the preparation of the condensed consolidated financial statements for the period ended June 30, 2022, the Company identified certain immaterial misstatements related to the classification of sales discounts to distributors within our semiconductor reportable segment. The Company previously presented these sales discounts as part of selling, general and administrative expenses instead of as a reduction of revenues in its unaudited condensed consolidated statements of operations for the three-month period ended December 31, 2021, and the three and six-month periods ended March 31, 2022, which resulted in overstatements of revenue and selling, general and administrative expenses for those periods. In accordance with Staff Accounting Bulletin No. 99, “Materiality,” the Company evaluated the misstatements and determined that the related impact was not material to the Company’s financial statements for any interim period. Accordingly, the Company revised the unaudited condensed consolidated statements of operations for the periods ended December 31, 2021 and March 31, 2022, including the related notes presented herein, as applicable. The misstatements did not impact operating income or net income in the condensed consolidated statements of operations, or the condensed consolidated balance sheets or the condensed consolidated statements of cash flows for any of those periods. A summary of the corrections to previously reported condensed consolidated statements of operations is as follows: Six Months Ended March 31, 2022 As Reported Adjustment As Corrected Revenues, net $ 55,908 $ ( 1,889 ) $ 54,019 Gross profit $ 22,947 $ ( 1,889 ) $ 21,058 Selling, general and administrative $ 15,740 $ ( 1,889 ) $ 13,851 Three Months Ended March 31, 2022 As Reported Adjustment As Corrected Revenues, net $ 28,579 $ ( 1,023 ) $ 27,556 Gross profit $ 12,183 $ ( 1,023 ) $ 11,160 Selling, general and administrative $ 7,788 $ ( 1,023 ) $ 6,765 Three Months Ended December 31, 2021 As Reported Adjustment As Corrected Revenues, net $ 27,329 $ ( 866 ) $ 26,463 Gross profit $ 10,764 $ ( 866 ) $ 9,898 Selling, general and administrative $ 7,952 $ ( 866 ) $ 7,086 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 2. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares had been issued. In the case of a net loss, diluted earnings per share is calculated in the same manner as basic EPS. For the three months ended December 31, 2022 and 2021 , options for 259,000 and 47,000 weighted average shares, respectively, were excluded from the diluted EPS calculations because they were anti-dilutive. These shares could become dilutive in the future. A reconciliation of the components of the basic and diluted EPS calculations follows, in thousands, except per share amounts: Three Months Ended December 31, 2022 2021 Numerator: Net (loss) income $ ( 2,744 ) $ 997 Denominator: Weighted-average shares used to compute basic EPS 14,008 14,254 Common stock equivalents (1) — 231 Weighted-average shares used to compute diluted EPS 14,008 14,485 (Loss) income per share: Net (loss) income per basic share $ ( 0.20 ) $ 0.07 Net (loss) income per diluted share $ ( 0.20 ) $ 0.07 (1) The number of common stock equivalents is calculated using the treasury method and the average market price during the period. |
Inventories
Inventories | 3 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories The components of inventories are as follows, in thousands: December 31, September 30, Purchased parts and raw materials $ 15,918 $ 15,377 Work-in-process 8,065 6,146 Finished goods 4,253 3,965 $ 28,236 $ 25,488 |
Leases
Leases | 3 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | 4. Leases The following table provides information about the financial statement classification of our lease balances reported within the Condensed Consolidated Balance Sheets, in thousands: December 31, September 30, Assets Right-of-use assets - operating $ 10,832 $ 11,258 Right-of-use assets - finance 131 149 Total right-of-use assets $ 10,963 $ 11,407 Liabilities Current Operating lease liabilities $ 2,134 $ 2,101 Finance lease liabilities 71 71 Total current portion of long-term lease liabilities 2,205 2,172 Long-term Operating lease liabilities 8,937 9,395 Finance lease liabilities 59 76 Total long-term lease liabilities 8,996 9,471 Total lease liabilities $ 11,201 $ 11,643 The following table provides information about the financial statement classification of our lease expenses reported in the Condensed Consolidated Statements of Operations, in thousands: Three Months Ended December 31, Lease cost Classification 2022 2021 Operating lease cost Cost of sales $ 461 $ 197 Operating lease cost Selling, general and administrative 177 84 Operating lease cost Research, development and engineering 3 — Finance lease cost Cost of sales 1 1 Finance lease cost Selling, general and administrative 18 16 Short-term lease cost Cost of sales 8 — Total lease cost $ 668 $ 298 Future minimum lease payments under non-cancelable leases as of December 31, 2022, are as follows, in thousands: Operating Leases Finance Leases Total Remainder of 2023 $ 1,917 $ 57 $ 1,974 2024 2,158 57 2,215 2025 997 9 1,006 2026 871 9 880 2027 782 3 785 Thereafter 7,892 — 7,892 Total lease payments 14,617 135 14,752 Less: Interest 3,546 5 3,551 Present value of lease liabilities $ 11,071 $ 130 $ 11,201 Operating le ase payments include $ 6.3 million related to optional lease extension periods for multiple leases that are not yet exercisable but are reasonably certain of being exercised. The following table provides information about the remaining lease terms and discount rates applied: December 31, September 30, Weighted average remaining lease term Operating leases 12.77 years 12.65 years Finance leases 2.25 years 2.45 years Weighted average discount rate Operating leases 4.17 % 4.17 % Finance leases 4.17 % 4.17 % |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes Income Tax (Benefit) Provision Our effective tax rate was 0.1 % and 13.8 % for the three months ended December 31, 2022 and 2021 , respectively. The effective tax rate for the three months ended December 31, 2022 differs from the U.S. statutory tax rate of 21 % primarily due to higher state taxes partially offset by lower taxes in foreign jurisdictions. For the three months ended December 31, 2022 and 2021, we recorded an income tax benefit of $ 4,000 and income tax expense of $ 0.2 million, respectively. The quarterly income tax provision is calculated using an estimated annual effective tax rate, based upon expected annual income, permanent items, statutory rates and planned tax strategies in the various jurisdictions in which we operate. However, losses in certain jurisdictions and discrete items are excluded from the determination of the estimated annual effective tax rate. Deferred Income Taxes and Valuation Allowance GAAP requires that a valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s performance, the market environment in which the company operates and the length of carryback and carryforward periods. According to those principles, it is difficult to conclude that a valuation allowance is not needed when the negative evidence includes cumulative losses in recent years. Based on the considerations of all available evidence, we have concluded that we will maintain a full valuation allowance for all net deferred tax assets related to the carryforwards of U.S. net operating losses and foreign tax credits. We will continue to monitor our cumulative income and loss positions in the U.S. and foreign jurisdictions to determine whether full valuation allowances on net deferred tax assets are appropriate. We expect to pay minimal U.S federal cash taxes for the foreseeable future as a result of our U.S. net operating losses that are carried forward. |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 3 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity and Stock-Based Compensation | 6. Equity and Stock-Based Compensation Stock-based compensation expense was $ 0.2 million and $ 0.1 million in the three months ended December 31, 2022 and 2021, respectively. Stock-based compensation expense is included in selling, general and administrative expenses. The following table summarizes our stock option activity during the three months ended December 31, 2022: Options Weighted Outstanding at beginning of period 589,341 $ 8.06 Granted 111,500 9.27 Exercised ( 8,875 ) 3.80 Forfeited ( 2,000 ) 9.27 Outstanding at end of period 689,966 $ 8.31 Exercisable at end of period 451,221 $ 7.41 Weighted average fair value of options granted during the period $ 4.81 The fair value of options was estimated at the applicable grant date using the Black-Scholes option pricing model with the following assumptions: Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 Risk free interest rate 4 % 1 % Expected term 5 years 5 years Dividend rate — % — % Volatility 56 % 57 % 2022 Stock Repurchase Plan On February 10, 2022, our Board of Directors (the “Board”) approved a new stock repurchase program, pursuant to which we may repurchase up to $ 5 million of our outstanding Common Stock over a one-year period, commencing on February 16, 2022. Repurchases under the program will be made in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in compliance with the rules and regulations of the SEC; however, we have no obligation to repurchase shares and the timing, actual number, and value of shares to be repurchased is subject to management’s discretion and will depend on our stock price and other market conditions. We may, in the sole discretion of the Board, terminate the repurchase program at any time while it is in effect. Repurchased shares may be retired or kept in treasury for further issuance. During the quarter ended March 31, 2022, we repurchased 143,430 shares of our Common Stock on the open market at a total cost of approximately $ 1.4 million (an average price of $ 9.78 per share). All repurchased shares have been retired. There were no repurchases during the quarter ended December 31, 2022, and $ 3.6 million remains available for repurchases. 2021 Stock Repurchase Plan On February 9, 2021, the Board approved a stock repurchase program, pursuant to which we may repurchase up to $ 4 million of our outstanding Common Stock over a one-year period, commencing on February 16, 2021. Repurchases under the program were to be made in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in compliance with the rules and regulations of the SEC; however, we had no obligation to repurchase shares and the timing, actual number, and value of shares to be repurchased was subject to management’s discretion and depended on our stock price and other market conditions. We could have, in the sole discretion of the Board, terminated the repurchase program at any time while it was in effect. Repurchased shares were to be retired or kept in treasury for further issuance. During the quarter ended December 31, 2021, we repurchased 291,383 shares of our Common Stock on the open market at a total cost of approximately $ 2.7 million (an average price of $ 9.31 per share). All repurchased shares have been retired. The term of this repurchase program expired during the quarter ended March 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Purchase Obligations – As of December 31, 2022 , we had unrecorded purchase obligations in the amount of $ 19.5 million. These purchase obligations consist of outstanding purchase orders for goods and services. While the amount represents purchase agreements, the actual amounts to be paid may be less in the event that any agreements are renegotiated, canceled or terminated. Legal Proceedings and Other Claims – From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any particular period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. Employment Contracts – We have employment contracts and change in control agreements with, and severance plans covering, certain officers and management employees under which severance payments would become payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. If severance payments under the current employment contracts or severance plans were to become payable, the severance payments would generally range from six to twelve months of salary. |
Reportable Segments
Reportable Segments | 3 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Reportable Segments | 8. Reportable Segments Amtech has two operating segments that are structured around the types of product offerings provided to our customers. In addition, the operating segments may be further distinguished by the Company’s respective brands. These two operating segments comprise our two reportable segments discussed below. Our two reportable segments are as follows: Semiconductor – We design, manufacture, sell and service thermal processing equipment and related controls for use by leading semiconductor manufacturers, and in electronics, automotive and other industries. Material and Substrate – We produce consumables and machinery for lapping (fine abrading) and polishing of materials, such as sapphire substrates, optical components, silicon wafers, numerous types of crystal materials, ceramics and metal components. Information concerning our reportable segments is as follows, in thousands: Three Months Ended December 31, 2022 2021 Net Revenues: Semiconductor $ 16,887 $ 22,765 Material and Substrate 4,671 3,698 $ 21,558 $ 26,463 Operating income (loss): Semiconductor $ 869 $ 2,357 Material and Substrate 633 181 Non-segment related ( 4,182 ) ( 1,298 ) $ ( 2,680 ) $ 1,240 December 31, September 30, Identifiable Assets: Semiconductor $ 73,517 $ 75,622 Material and Substrate 21,606 22,032 Non-segment related* 34,414 35,880 $ 129,537 $ 133,534 * Non-segment related assets include cash, property, and other assets. Goodwill and other long-lived assets We review our long-lived assets, including goodwill, for impairment at least annually in our fourth quarter or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Additional information on impairment testing of long-lived assets, intangible assets and goodwill can be found in Notes 1 and 11 of our Annual Report on Form 10-K for the year ended September 30, 2022 . |
Major Customers and Foreign Sal
Major Customers and Foreign Sales | 3 Months Ended |
Dec. 31, 2022 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Major Customers and Foreign Sales | 9. Major Customers and Foreign Sales During the three months ended December 31, 2022, one Semiconductor segment customer individually represented 11 % of our net revenues. During the three months ended December 31, 2021 , one Semiconductor segment customer individually represented 20 % of our net revenues. Our net revenues were from customers in the following geographic regions: Three Months Ended December 31, 2022 2021 United States 26 % 18 % Canada 8 % 5 % Mexico 6 % 1 % Other 4 % 3 % Total Americas 44 % 27 % China 17 % 20 % Malaysia 4 % 9 % Taiwan 6 % 9 % Other 4 % 9 % Total Asia 31 % 47 % Germany 4 % 10 % Austria 11 % 8 % Other 10 % 8 % Total Europe 25 % 26 % 100 % 100 % |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Merger Agreement On January 17, 2023, we acquired 100 % of the issued and outstanding shares of capital stock of Entrepix, Inc., an Arizona corporation (“Entrepix”), which primarily manufactures chemical mechanical polishing (“CMP”) technology, through a reverse triangular merger resulting in Entrepix becoming a wholly owned subsidiary of Amtech. Entrepix’s CMP technology portfolio and water cleaning equipment will complement our existing substrate polishing and wet process chemical offerings. The acquisition was consummated pursuant to the terms of an Agreement and Plan of Merger (the “Merger Agreement”), dated January 17, 2023, by and among Amtech, Emerald Merger Sub, Inc., an Arizona corporation and wholly owned subsidiary of Amtech (“Merger Sub”), Entrepix, Timothy P. Tobin, solely in his capacity as the shareholders’ representative, and the Key Shareholders (as defined in the Merger Agreement). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into Entrepix (the “Merger”), with Entrepix surviving the Merger as a direct, wholly owned subsidiary of Amtech. At the closing of the Merger on January 17, 2023 (the “Closing”), we paid a purchase price of $ 35.0 million, subject to certain customary purchase price adjustments. We used cash on hand and the net proceeds from the Term Loan (as described below) to pay the purchase price at the Closing. The purchase accounting is not yet finalized. The Merger Agreement includes representations, warranties and covenants of the parties that are customary for a transaction of this nature. The Merger Agreement also contains certain indemnification obligations with respect to breaches of representations and warranties and certain other specified matters. To provide for losses for which we would not otherwise be able to seek indemnification from Entrepix under the Merger Agreement, we purchased a buyer-side representations and warranties insurance policy (the “R&W Policy”), which R&W Policy was issued as of the Closing, and which will be our primary recourse with respect to any breaches of Entrepix’s representations and warranties. The R&W Policy is subject to coverage limitations and certain customary terms, exclusions and deductibles, which limit our ability to make recoveries under the R&W Policy. Loan and Security Agreement On January 17, 2023, we entered into a Loan and Security Agreement (the “LSA”) by and among Amtech, its U.S. based wholly owned subsidiaries Bruce Technologies, Inc., a Massachusetts corporation, BTU International, Inc., a Delaware corporation, Intersurface Dynamics, Incorporated, a Connecticut corporation, P.R. Hoffman Machine Products, Inc., an Arizona corporation, and Entrepix, Inc., (collectively the “Borrowers”) and UMB Bank, N.A., national banking association (the “Lender”). The LSA provides for (i) a term loan (the “Term Loan”) in the amount of $ 12.0 million maturing January 17, 2028 , and (ii) a revolving loan facility (the “Revolver”) with an availability of $ 8.0 million maturing January 17, 2024 . As of the date of this filing, no amounts have been borrowed against the Revolver, and the full amount of the Term Loan is outstanding. The Term Loan and Revolver are secured by a first priority lien on substantially all of the Borrowers’ assets (other than certain customary excluded assets) and the LSA contains customary events of default, representations and warranties, and covenants that restrict the Borrowers’ ability to, among other things, incur additional indebtedness, other than permitted indebtedness, enter into mergers or acquisitions, sell or otherwise dispose of assets, or pay dividends, subject to customary exceptions. The LSA additionally contains financial covenants such that, as of the end of each of its fiscal quarters, beginning March 31, 2023, the Borrowers must maintain (i) a ratio of consolidated debt owed to Lender to consolidated EBITDA (as defined in the LSA) for such fiscal quarter, of not greater than 1.50 to 1.00, through December 31, 2024, based on a building 4 quarters (as described in the LSA), and then 1.00 to 1.00 each fiscal quarter thereafter, (ii) a ratio of (a) the total for such fiscal quarter of EBITDAR (as defined in the LSA) minus the sum of all income taxes paid in cash plus cash dividends/distributions plus maintenance Capital Expenditures (as defined in the LSA) plus management fees paid in cash, to (b) the sum for such fiscal quarter of (1) Interest Charges (as defined in the LSA) plus (2) required payments of principal on Debt (as defined in the LSA) (including the Term Loan, but excluding the Revolver) plus (3) operating lease/rent expense, of not less than 1.30 to 1.00 based on a building 4 quarters (as described in the LSA), and (iii) a consolidated working capital of current assets (excluding related party receivables and prepaid expenses) minus current liabilities of at least $ 35.0 million. Stock Repurchase Program On February 7, 2023, the Board approved a stock repurchase program, pursuant to which we may repurchase up to $ 5 million of our outstanding Common Stock over a one-year period, commencing on February 10, 2023. Repurchases under the program will be made in open market transactions at prevailing market prices, in privately negotiated transactions, or by other means in compliance with the rules and regulations of the Securities and Exchange Commission; however, we have no obligation to repurchase shares and the timing, actual number, and value of shares to be repurchased is subject to management’s discretion and will depend on our stock price and other market conditions. We may, in the sole discretion of the Board, terminate the repurchase program at any time while it is in effect. |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | 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 devices, analog and discrete devices, electronic assemblies and light-emitting diodes (“LEDs”). We sell these products to semiconductor device and module 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, our 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. 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 (“GAAP”). 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 consolidated balance sheet at September 30, 2022, has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by GAAP 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, 2022. Our fiscal year is from October 1 to September 30. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years ending or ended September 30, and the associated quarters, months, and periods of those fiscal years. The consolidated results of operations for the three months ended December 31, 2022, are not necessarily indicative of the results to be expected for the full fiscal year. In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization, and the outbreak became increasingly widespread, including in all of the markets in which we operate. We continue to monitor the impact of COVID-19 on all aspects of our business. We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Consistent with federal guidelines and with foreign government, state and local orders to date, we have continued to operate across our footprint throughout the COVID-19 pandemic. There remain many unknowns and we continue to monitor the expected trends and related demand for our products and services and have and will continue to adjust our operations accordingly. On March 28, 2022, the Chinese government issued a mandatory shutdown in Shanghai, the location of one of our manufacturing facilities. The factory was allowed to partially reopen in May 2022 and was fully reopened on June 1, 2022. Upon reopening on June 1, 2022, the factory was able to operate at near full capacity for the entire month of June. We were able to make up the shipments missed in the fourth quarter of fiscal 2022 and are now operating at normal capacity levels. Additionally, given the uncertainty surrounding the COVID-19 pandemic and the emergence of variations thereof, there can be no assurance that this facility will be allowed to remain open on a consistent basis in the future. |
Principles of Consolidation | 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 | Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP 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. |
Contract Liabilities | Contract Liabilities – Contract liabilities are reflected in current liabilities on the Condensed Consolidated Balance Sheets as all performance obligations are expected to be satisfied within the next 12 months. Contract liabilities relate to payments invoiced or received in advance of completion of performance obligations under a contract. Contract liabilities are recognized as revenue upon the fulfillment of performance obligations. Contract liabilities consist of customer deposits as of December 31, 2022 and September 30, 2022. Of the $ 7.2 million contract liabilities recorded at September 30, 2022 , $ 0.6 million was recorded as revenue for the three months ended December 31, 2022. Warranty – A limited warranty is provided free of charge, generally for periods of 12 to 36 months to all purchasers of our new products and systems. Accruals are recorded for estimated warranty costs at the time revenue is recognized, generally upon shipment or acceptance, as determined under the revenue recognition policy above. On occasion, we have been required and may be required in the future to provide additional warranty coverage to ensure that the systems are ultimately accepted or to maintain customer goodwill. While our warranty costs have historically been within our expectations and we believe that the amounts accrued for warranty expenditures are sufficient for all systems sold through December 31, 2022, we cannot guarantee that we will continue to experience a similar level of predictability with regard to warranty costs. In addition, technological changes or previously unknown defects in raw materials or components may result in more extensive and frequent warranty service than anticipated, which could result in an increase in our warranty expense. Our accrued warranty expense is less than $ 1.0 million in all periods presented and is included in other accrued liabilities on the Condensed Consolidated Balance Sheets. |
Warranty | Warranty – A limited warranty is provided free of charge, generally for periods of 12 to 36 months to all purchasers of our new products and systems. Accruals are recorded for estimated warranty costs at the time revenue is recognized, generally upon shipment or acceptance, as determined under the revenue recognition policy above. On occasion, we have been required and may be required in the future to provide additional warranty coverage to ensure that the systems are ultimately accepted or to maintain customer goodwill. While our warranty costs have historically been within our expectations and we believe that the amounts accrued for warranty expenditures are sufficient for all systems sold through December 31, 2022, we cannot guarantee that we will continue to experience a similar level of predictability with regard to warranty costs. In addition, technological changes or previously unknown defects in raw materials or components may result in more extensive and frequent warranty service than anticipated, which could result in an increase in our warranty expense. Our accrued warranty expense is less than $ 1.0 million in all periods presented and is included in other accrued liabilities on the Condensed Consolidated Balance Sheets. |
Shipping Expense | Shipping Expense – Shipping and handling fees associated with outbound freight are expensed as incurred and included in selling, general and administrative expenses. Shipping expense was $ 0.6 million and $ 1.2 million for the three months ended December 31, 2022 and 2021 , respectively. |
Concentrations of Credit Risk | Concentrations of Credit Risk – Our customers consist 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, 2022 , one Semiconductor segment customer individually represented 14 % of accounts receivable. As of September 30, 2022 , one Semiconductor segment customer individually represented 12 % of accounts receivable. We maintain our cash and cash equivalents in multiple financial institutions. Balances in the United States, which account for approximately 83 % and 84 % of total cash balances as of December 31, 2022 and September 30, 2022, respectively, are primarily invested in AAA-rated U.S Treasury and U.S. Government Agency repo money market mutual funds, which have a constant net asset value and consist of direct U.S. Treasuries and/or U.S. Government Agencies with repurchase agreements backed by U.S. Treasury or U.S. Government Agency collateral only, or are in financial institutions insured by the FDIC. The remainder of our cash is maintained with financial institutions with reputable credit in China, the United Kingdom and Malaysia. We maintain cash in bank accounts in amounts which at times may exceed federally insured limits. We have not experienced any losses on such accounts. Refer to Note 9 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. |
Impact of Recently Issued Accounting Pronouncements | Impact of Recently Issued Accounting Pronouncements There were no new accounting pronouncements issued or effective as of December 31, 2022 that had or are expected to have a material impact on our consolidated financial statements. |
Correction of Immaterial Misstatements | Correction of Immaterial Misstatements During the preparation of the condensed consolidated financial statements for the period ended June 30, 2022, the Company identified certain immaterial misstatements related to the classification of sales discounts to distributors within our semiconductor reportable segment. The Company previously presented these sales discounts as part of selling, general and administrative expenses instead of as a reduction of revenues in its unaudited condensed consolidated statements of operations for the three-month period ended December 31, 2021, and the three and six-month periods ended March 31, 2022, which resulted in overstatements of revenue and selling, general and administrative expenses for those periods. In accordance with Staff Accounting Bulletin No. 99, “Materiality,” the Company evaluated the misstatements and determined that the related impact was not material to the Company’s financial statements for any interim period. Accordingly, the Company revised the unaudited condensed consolidated statements of operations for the periods ended December 31, 2021 and March 31, 2022, including the related notes presented herein, as applicable. The misstatements did not impact operating income or net income in the condensed consolidated statements of operations, or the condensed consolidated balance sheets or the condensed consolidated statements of cash flows for any of those periods. A summary of the corrections to previously reported condensed consolidated statements of operations is as follows: Six Months Ended March 31, 2022 As Reported Adjustment As Corrected Revenues, net $ 55,908 $ ( 1,889 ) $ 54,019 Gross profit $ 22,947 $ ( 1,889 ) $ 21,058 Selling, general and administrative $ 15,740 $ ( 1,889 ) $ 13,851 Three Months Ended March 31, 2022 As Reported Adjustment As Corrected Revenues, net $ 28,579 $ ( 1,023 ) $ 27,556 Gross profit $ 12,183 $ ( 1,023 ) $ 11,160 Selling, general and administrative $ 7,788 $ ( 1,023 ) $ 6,765 Three Months Ended December 31, 2021 As Reported Adjustment As Corrected Revenues, net $ 27,329 $ ( 866 ) $ 26,463 Gross profit $ 10,764 $ ( 866 ) $ 9,898 Selling, general and administrative $ 7,952 $ ( 866 ) $ 7,086 |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Corrections to Previously Reported Condensed Consolidated Statements of Operations | A summary of the corrections to previously reported condensed consolidated statements of operations is as follows: Six Months Ended March 31, 2022 As Reported Adjustment As Corrected Revenues, net $ 55,908 $ ( 1,889 ) $ 54,019 Gross profit $ 22,947 $ ( 1,889 ) $ 21,058 Selling, general and administrative $ 15,740 $ ( 1,889 ) $ 13,851 Three Months Ended March 31, 2022 As Reported Adjustment As Corrected Revenues, net $ 28,579 $ ( 1,023 ) $ 27,556 Gross profit $ 12,183 $ ( 1,023 ) $ 11,160 Selling, general and administrative $ 7,788 $ ( 1,023 ) $ 6,765 Three Months Ended December 31, 2021 As Reported Adjustment As Corrected Revenues, net $ 27,329 $ ( 866 ) $ 26,463 Gross profit $ 10,764 $ ( 866 ) $ 9,898 Selling, general and administrative $ 7,952 $ ( 866 ) $ 7,086 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Components of Basic and Diluted EPS Calculations | A reconciliation of the components of the basic and diluted EPS calculations follows, in thousands, except per share amounts: Three Months Ended December 31, 2022 2021 Numerator: Net (loss) income $ ( 2,744 ) $ 997 Denominator: Weighted-average shares used to compute basic EPS 14,008 14,254 Common stock equivalents (1) — 231 Weighted-average shares used to compute diluted EPS 14,008 14,485 (Loss) income per share: Net (loss) income per basic share $ ( 0.20 ) $ 0.07 Net (loss) income per diluted share $ ( 0.20 ) $ 0.07 (1) The number of common stock equivalents is calculated using the treasury method and the average market price during the period. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows, in thousands: December 31, September 30, Purchased parts and raw materials $ 15,918 $ 15,377 Work-in-process 8,065 6,146 Finished goods 4,253 3,965 $ 28,236 $ 25,488 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Financial Statement Classification of Lease Balances Within Condensed Consolidated Balance Sheets | The following table provides information about the financial statement classification of our lease balances reported within the Condensed Consolidated Balance Sheets, in thousands: December 31, September 30, Assets Right-of-use assets - operating $ 10,832 $ 11,258 Right-of-use assets - finance 131 149 Total right-of-use assets $ 10,963 $ 11,407 Liabilities Current Operating lease liabilities $ 2,134 $ 2,101 Finance lease liabilities 71 71 Total current portion of long-term lease liabilities 2,205 2,172 Long-term Operating lease liabilities 8,937 9,395 Finance lease liabilities 59 76 Total long-term lease liabilities 8,996 9,471 Total lease liabilities $ 11,201 $ 11,643 |
Schedule of Financial Statement Classification of Lease Expenses Reported in Condensed Consolidated Statements of Operations | The following table provides information about the financial statement classification of our lease expenses reported in the Condensed Consolidated Statements of Operations, in thousands: Three Months Ended December 31, Lease cost Classification 2022 2021 Operating lease cost Cost of sales $ 461 $ 197 Operating lease cost Selling, general and administrative 177 84 Operating lease cost Research, development and engineering 3 — Finance lease cost Cost of sales 1 1 Finance lease cost Selling, general and administrative 18 16 Short-term lease cost Cost of sales 8 — Total lease cost $ 668 $ 298 |
Future Minimum Lease Payments Under Non-cancelable Leases Including Leases that are Executed but not yet Effective | Future minimum lease payments under non-cancelable leases as of December 31, 2022, are as follows, in thousands: Operating Leases Finance Leases Total Remainder of 2023 $ 1,917 $ 57 $ 1,974 2024 2,158 57 2,215 2025 997 9 1,006 2026 871 9 880 2027 782 3 785 Thereafter 7,892 — 7,892 Total lease payments 14,617 135 14,752 Less: Interest 3,546 5 3,551 Present value of lease liabilities $ 11,071 $ 130 $ 11,201 |
Schedule of Weighted Average Remaining Term and Discount Rates | The following table provides information about the remaining lease terms and discount rates applied: December 31, September 30, Weighted average remaining lease term Operating leases 12.77 years 12.65 years Finance leases 2.25 years 2.45 years Weighted average discount rate Operating leases 4.17 % 4.17 % Finance leases 4.17 % 4.17 % |
Equity and Stock-Based Compen_2
Equity and Stock-Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes our stock option activity during the three months ended December 31, 2022: Options Weighted Outstanding at beginning of period 589,341 $ 8.06 Granted 111,500 9.27 Exercised ( 8,875 ) 3.80 Forfeited ( 2,000 ) 9.27 Outstanding at end of period 689,966 $ 8.31 Exercisable at end of period 451,221 $ 7.41 Weighted average fair value of options granted during the period $ 4.81 |
Schedule of Fair Value of Stock Option Using Black-Scholes Option Pricing Model | The fair value of options was estimated at the applicable grant date using the Black-Scholes option pricing model with the following assumptions: Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 Risk free interest rate 4 % 1 % Expected term 5 years 5 years Dividend rate — % — % Volatility 56 % 57 % |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments Information | Information concerning our reportable segments is as follows, in thousands: Three Months Ended December 31, 2022 2021 Net Revenues: Semiconductor $ 16,887 $ 22,765 Material and Substrate 4,671 3,698 $ 21,558 $ 26,463 Operating income (loss): Semiconductor $ 869 $ 2,357 Material and Substrate 633 181 Non-segment related ( 4,182 ) ( 1,298 ) $ ( 2,680 ) $ 1,240 December 31, September 30, Identifiable Assets: Semiconductor $ 73,517 $ 75,622 Material and Substrate 21,606 22,032 Non-segment related* 34,414 35,880 $ 129,537 $ 133,534 * Non-segment related assets include cash, property, and other assets. |
Major Customers and Foreign S_2
Major Customers and Foreign Sales (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Schedule of Revenues by Geographic Region | Our net revenues were from customers in the following geographic regions: Three Months Ended December 31, 2022 2021 United States 26 % 18 % Canada 8 % 5 % Mexico 6 % 1 % Other 4 % 3 % Total Americas 44 % 27 % China 17 % 20 % Malaysia 4 % 9 % Taiwan 6 % 9 % Other 4 % 9 % Total Asia 31 % 47 % Germany 4 % 10 % Austria 11 % 8 % Other 10 % 8 % Total Europe 25 % 26 % 100 % 100 % |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Contract Liabilities - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract liabilities | $ 6,955 | $ 7,231 |
Contract revenue | $ 600 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Warranty- Additional Information (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Minimum | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 12 months |
Maximum | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 36 months |
Maximum | Other Accrued Liabilities | |
Product Warranty Liability [Line Items] | |
Accrued warranty expense | $ 1 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Shipping Expense - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Schedule Of Expense [Line Items] | ||||
Selling, general and administrative expenses | $ 9,190 | $ 6,765 | $ 7,086 | $ 13,851 |
Shipping | ||||
Schedule Of Expense [Line Items] | ||||
Selling, general and administrative expenses | $ 600 | $ 1,200 |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Concentrations of Credit Risk - Additional Information (Details) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
US Treasuries and FDIC Insured | ||
Concentration Risk [Line Items] | ||
Percentage of cash balances | 83% | 84% |
Accounts Receivable | Customer Concentration Risk | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 14% | 12% |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Summary of Corrections to Previously Reported Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Revenues, net | $ 21,558 | $ 27,556 | $ 26,463 | $ 54,019 |
Gross profit | 8,303 | 11,160 | 9,898 | 21,058 |
Selling, general and administrative | $ 9,190 | 6,765 | 7,086 | 13,851 |
As Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Revenues, net | 28,579 | 27,329 | 55,908 | |
Gross profit | 12,183 | 10,764 | 22,947 | |
Selling, general and administrative | 7,788 | 7,952 | 15,740 | |
Adjustment | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Revenues, net | (1,023) | (866) | (1,889) | |
Gross profit | (1,023) | (866) | (1,889) | |
Selling, general and administrative | $ (1,023) | $ (866) | $ (1,889) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 259,000 | 47,000 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Components of Basic and Diluted EPS Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | ||
Numerator: | ||||
Net (loss) income | $ (2,744) | $ 997 | ||
Denominator: | ||||
Weighted-average shares used to compute basic EPS | 14,008 | 14,254 | ||
Common stock equivalents | [1] | 231 | ||
Weighted-average shares used to compute diluted EPS | 14,008 | 14,485 | ||
Net (loss) income per basic share | $ (0.20) | $ 0.07 | ||
Net (loss) income per diluted share | $ (0.20) | $ 0.07 | $ 0.20 | |
[1] The number of common stock equivalents is calculated using the treasury method and the average market price during the period. |
Inventories - Schedule of Compo
Inventories - Schedule of Components of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Inventory Disclosure [Abstract] | ||
Purchased parts and raw materials | $ 15,918 | $ 15,377 |
Work-in-process | 8,065 | 6,146 |
Finished goods | 4,253 | 3,965 |
Inventories | $ 28,236 | $ 25,488 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Lessee Lease Description [Line Items] | |
Operating lease, existence of option to extend | true |
Operating lease, optional lease extension periods for multiple leases, description | Operating lease payments include $6.3 million related to optional lease extension periods for multiple leases that are not yet exercisable but are reasonably certain of being exercised. |
Payments related to optional lease extension periods for multiple leases | $ 6.3 |
Leases - Schedule of Financial
Leases - Schedule of Financial Statement Classification of Lease Balances Within Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 |
Leases [Abstract] | ||
Right-of-use assets - operating | $ 10,832 | $ 11,258 |
Right-of-use assets - finance | $ 131 | $ 149 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment - Net | Property, Plant and Equipment - Net |
Total right-of-use assets | $ 10,963 | $ 11,407 |
Operating lease liabilities | $ 2,134 | $ 2,101 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current portion of long-term operating lease liabilities | Current portion of long-term operating lease liabilities |
Finance lease liabilities | $ 71 | $ 71 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current maturities of finance lease liabilities and long-term debt | Current maturities of finance lease liabilities and long-term debt |
Total current portion of long-term lease liabilities | $ 2,205 | $ 2,172 |
Operating lease liabilities | $ 8,937 | $ 9,395 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-Term Operating Lease Liabilities | Long-Term Operating Lease Liabilities |
Finance lease liabilities | $ 59 | $ 76 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance Lease Liabilities and Long-Term Debt | Finance Lease Liabilities and Long-Term Debt |
Total long-term lease liabilities | $ 8,996 | $ 9,471 |
Total lease liabilities | $ 11,201 | $ 11,643 |
Leases - Schedule of Financia_2
Leases - Schedule of Financial Statement Classification of Lease Expenses Reported in Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | ||
Total lease cost | $ 668 | $ 298 |
Cost of sales | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 461 | 197 |
Finance lease cost | 1 | 1 |
Short-term lease cost | 8 | |
Selling, general and administrative | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | 177 | 84 |
Finance lease cost | 18 | $ 16 |
Research, development and engineering | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | $ 3 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-cancelable Leases Including Leases that are Executed but not yet Effective (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Lease | |
Remainder of 2023 | $ 1,917 |
2024 | 2,158 |
2025 | 997 |
2026 | 871 |
2027 | 782 |
Thereafter | 7,892 |
Total lease payments | 14,617 |
Less: Interest | 3,546 |
Present value of lease liabilities | 11,071 |
Finance Lease | |
Remainder of 2023 | 57 |
2024 | 57 |
2025 | 9 |
2026 | 9 |
2027 | 3 |
Total lease payments | 135 |
Less: Interest | 5 |
Present value of lease liabilities | 130 |
Operating Lease and Finance lease | |
Remainder of 2023 | 1,974 |
2024 | 2,215 |
2025 | 1,006 |
2026 | 880 |
2027 | 785 |
Thereafter | 7,892 |
Total lease payments | 14,752 |
Less: Interest | 3,551 |
Present value of lease liabilities | $ 11,201 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Term and Discount Rates (Detail) | Dec. 31, 2022 | Sep. 30, 2022 |
Leases [Abstract] | ||
Operating leases, Weighted average remaining lease term | 12 years 9 months 7 days | 12 years 7 months 24 days |
Finance leases, Weighted average remaining lease term | 2 years 3 months | 2 years 5 months 12 days |
Operating leases, Weighted average discount rate | 4.17% | 4.17% |
Finance leases, Weighted average discount rate | 4.17% | 4.17% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | 0.10% | 13.80% |
U.S. federal statutory rate | 21% | |
Income tax (benefit) expense | $ (4,000) | $ 160,000 |
Equity and Stock-Based Compen_3
Equity and Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Feb. 16, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 164,000 | $ 103,000 | ||
Total cost of shares repurchased and retired | $ 2,713,000 | |||
Remains available for repurchases | $ 3,600,000 | |||
2022 Stock Repurchase Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized stock repurchase amount | $ 5,000,000 | |||
Stock repurchase program period | 1 year | |||
Shares repurchased and retired during the period | 0 | 143,430 | ||
Total cost of shares repurchased and retired | $ 1,400,000 | |||
Average price per share of shares repurchased | $ 9.78 | |||
2021 Stock Repurchase Plan | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Authorized stock repurchase amount | $ 4,000,000 | |||
Stock repurchase program period | 1 year | |||
Shares repurchased and retired during the period | 291,383 | |||
Total cost of shares repurchased and retired | $ 2,700,000 | |||
Average price per share of shares repurchased | $ 9.31 |
Equity and Stock-Based Compen_4
Equity and Stock-Based Compensation - Summary of Stock Option Activity (Details) - Stock Options | 3 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Options | |
Outstanding at beginning of period | shares | 589,341 |
Granted | shares | 111,500 |
Exercised | shares | (8,875) |
Forfeited | shares | (2,000) |
Outstanding at end of period | shares | 689,966 |
Exercisable at end of period | shares | 451,221 |
Weighted average fair value of options granted during the period | $ 4.81 |
Weighted Average Exercise Price | |
Outstanding at beginning of period | 8.06 |
Granted | 9.27 |
Exercised | 3.80 |
Forfeited | 9.27 |
Outstanding at end of period | 8.31 |
Exercisable at end of period | $ 7.41 |
Equity and Stock-Based Compen_5
Equity and Stock-Based Compensation - Schedule of Fair Value of Stock Option Using Black-Scholes Option Pricing Model (Details) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk free interest rate | 4% | 1% |
Expected term | 5 years | 5 years |
Volatility | 56% | 57% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies [Line Items] | |
Purchase obligation | $ 19.5 |
Minimum | |
Commitments and Contingencies [Line Items] | |
Severance payment term | 6 months |
Maximum | |
Commitments and Contingencies [Line Items] | |
Severance payment term | 12 months |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Details) | 3 Months Ended |
Dec. 31, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
Reportable Segments - Schedule
Reportable Segments - Schedule of Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Sep. 30, 2022 | ||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | $ 21,558 | $ 27,556 | $ 26,463 | $ 54,019 | ||
Operating income (loss) | (2,680) | 1,240 | ||||
Identifiable Assets | 129,537 | $ 133,534 | ||||
Operating Segments | Semiconductor | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | 16,887 | 22,765 | ||||
Operating income (loss) | 869 | 2,357 | ||||
Identifiable Assets | 73,517 | 75,622 | ||||
Operating Segments | Material and Substrate | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | 4,671 | 3,698 | ||||
Operating income (loss) | 633 | 181 | ||||
Identifiable Assets | 21,606 | 22,032 | ||||
Non-Segment Related | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | (4,182) | $ (1,298) | ||||
Identifiable Assets | [1] | $ 34,414 | $ 35,880 | |||
[1] * Non-segment related assets include cash, property, and other assets. |
Major Customers and Foreign S_3
Major Customers and Foreign Sales - Additional Information (Details) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Net Revenues | Customer Concentration Risk | Customer One | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11% | 20% |
Major Customers and Foreign S_4
Major Customers and Foreign Sales - Schedule of Revenues by Geographic Region (Details) - Net Revenues - Geographic Concentration Risk | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 100% | 100% |
United States | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 26% | 18% |
Canada | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 8% | 5% |
Mexico | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 6% | 1% |
Other North America | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 4% | 3% |
Total Americas | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 44% | 27% |
China | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 17% | 20% |
Malaysia | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 4% | 9% |
Taiwan | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 6% | 9% |
Other Asia | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 4% | 9% |
Total Asia | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 31% | 47% |
Germany | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 4% | 10% |
Austria | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11% | 8% |
Other Europe | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 10% | 8% |
Total Europe | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 25% | 26% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - USD ($) | Feb. 07, 2023 | Jan. 17, 2023 | Feb. 08, 2023 |
Stock Repurchase Program | |||
Subsequent Event [Line Items] | |||
Authorized stock repurchase amount | $ 5,000,000 | ||
Stock repurchase program period | 1 year | ||
Loan and Security Agreement | Each Fiscal Quarter Thereafter | |||
Subsequent Event [Line Items] | |||
Debt to EBITDA ratio | 1% | ||
Loan and Security Agreement | Minimum | |||
Subsequent Event [Line Items] | |||
Consolidated working capital | $ 35,000,000 | ||
Loan and Security Agreement | Maximum | |||
Subsequent Event [Line Items] | |||
Operating lease or rent expense ratio | 1.30% | ||
Loan and Security Agreement | Maximum | Through December 31, 2024 | |||
Subsequent Event [Line Items] | |||
Debt to EBITDA ratio | 1.50% | ||
Loan and Security Agreement | UMB Bank, N.A., | Revolving Loan Facility | |||
Subsequent Event [Line Items] | |||
Debt instruments carrying value | $ 0 | ||
Loan facility available | $ 8,000,000 | ||
Loan facility maturity date | Jan. 17, 2024 | ||
Loan and Security Agreement | UMB Bank, N.A., | Term Loan | |||
Subsequent Event [Line Items] | |||
Debt instruments carrying value | $ 12,000,000 | ||
Debt instrument maturity date | Jan. 17, 2028 | ||
Entrepix, Inc., | |||
Subsequent Event [Line Items] | |||
Business acquisition, percentage of voting interests acquired | 100% | ||
Business acquisition, purchase price paid | $ 35,000,000 |