Discontinued Operations

9 Months Ended

Jun. 30, 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 condensed consolidated 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 under which both the Company and THL will provide each other 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 agreed to lease back a portion of the facilities in Chelmsford, Massachusetts, that were sold to THL as part of the sale agreement. The leases are 24 months but may be terminated earlier by the Company upon 90 days’ notice to THL. As of June 30, 2023, one of the two original leases is still in effect. The transition services and lease agreements approximate fair value and do not have a material impact on the Company’s financial results or operations.

During the three months ended June 30, 2023, the Company recorded a $1.0 million gain on divestiture. The following table presents the financial results of discontinued operations with respect to the semiconductor automation business for the three and nine months ended June 30, 2022 (in thousands):

	Three Months Ended June 30,			Nine Months Ended June 30,
	2022		2022
Revenue
Products	$	-	$	244,962
Services		-		19,468
Total revenue		-		264,430
Cost of revenue
Products		-		141,165
Services		-		11,159
Total cost of revenue		-		152,324
Gross profit		-		112,106
Operating expenses
Research and development		-		18,486
Selling, general and administrative		480		30,622
Total operating expenses		480		49,108
Operating (loss) income		(480)		62,998
(Loss) gain on divestiture		(990)		2,560,384
(Loss) income before income taxes		(1,470)		2,623,382
Income tax provision		1,085		463,785
Net (loss) income from discontinued operations	$	(2,555)	$	2,159,597

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 Condensed Consolidated Statements of Cash Flows (in thousands):

	Three Months Ended June 30,		Nine Months Ended June 30,
	2022			2022
Capital expenditures	$	-	$	2,862
Stock-based compensation	$	-	$	8,032