AMTECH : MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our “Condensed Consolidated
Financial Statements” in Item 1 of this Quarterly Report on Form 10-Q
(“Quarterly Report”) and our consolidated financial statements and related notes
included in Item 8, “Financial Statements and Supplementary Data” in our Annual
Report on Form 10-K for the fiscal year ended September 30, 2020.



Overview


We are 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 operate in two reportable business segments, based primarily on the industry
they serve: (i) Semiconductor, and (ii) SiC/LED. In our Semiconductor segment,
we supply thermal processing equipment, including solder reflow ovens, diffusion
furnaces, and custom high-temp belt furnaces for use by semiconductor and
electronics assembly manufacturers. In our SiC/LED segment, we produce substrate
consumables and machinery for lapping (fine abrading) and polishing of
materials, such as silicon wafers for semiconductor products, sapphire wafers
for LED applications, and compound substrates, like silicon carbide wafers, for
power device applications.

Our semiconductor customers are primarily manufacturers of integrated circuits
and optoelectronics sensors and discrete (O-S-D) components used in analog,
power and radio frequency (RF). The semiconductor industry is cyclical and
historically has experienced fluctuations. Our revenue is impacted by these
broad industry trends. Although semiconductor demand for our products may have
reached its cyclical peak in our fiscal year ended September 30, 2018, we
believe that continued technological advances and emerging industries, such as
silicon carbide power devices, will sustain our long-term performance.



Strategy


We continue to focus on our plans to profitably grow our business and have
developed a strategic growth plan and a capital allocation plan that we believe
will support our growth objectives. Our strategic growth plan calls for
profitable growth as the semi industry recovers, with the following areas of
focus:



     •   Emerging opportunities in the SiC industry - We believe we are
         well-positioned to take part in this significant growth area,
         specifically as it relates to silicon carbide wafer capacity expansion.
         We are working closely with our customers to understand their SiC growth
         plans and opportunities. We are investing in our capacity, next
         generation product development, and in our people. We believe these
         investments will help fuel our growth in the SiC industry.




     •   300mm Horizontal Thermal Reactor - We have a highly successful and proven
         300mm horizontal diffusion solution for growing power semiconductor
         applications. We have a strong foundation with the leading 300mm power
         chip manufacturer, and, in fiscal 2019, we announced an order to another
         industry-leading manufacturer. In February 2020, we announced another
         order from a top-tier global power semiconductor customer in Asia, and in
         August 2020, we announced a repeat order for our 300mm solution. We
         believe we have a strong opportunity to continue expanding our customer
         base and grow revenue with our 300mm solution.




     •   As a major revenue contributor to our organization, BTU International,
         Inc. (BTU) will continue to track semi industry growth cycles for our
         advanced semi-packaging and SMT products, in addition to specialized
         custom belt furnaces used in automotive and other specialized industrial
         applications. We believe that through investments in product innovation,
         BTU has an opportunity to grow further, especially in high growth
         applications of electric vehicles (EV) and 5G communications.




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We anticipate that the required investments to achieve our revenue growth
targets will be in the range of $6.0$8.0 million in research and development
and capital expenditures. We may also need to make investments in other areas of
our business, such as management information systems and capacity expansions at
other existing manufacturing facilities. Our current capacity expansion plans
include the relocation of our Shanghai, China manufacturing facility upon the
expiration of the current lease in the third quarter of 2021. The new facility
will increase capacity in support of our Pyramax product line, serving our
Advanced Packaging, other semiconductor packaging and SMT customers.
Additionally, as a capital equipment manufacturer, we will need working capital
to support and fuel our future growth. We are and will continue to closely
scrutinize these planned investments, in light of the COVID-19 challenges, and
we may defer some of our projects. However, we intend to continue to invest in
our business to support and fuel our future growth.

In addition to these investments in our organic growth, another key aspect of
our capital allocation policy is our plan to grow through acquisitions. We have
the expertise and track record to identify strong acquisition targets in the
semi and SiC growth environment and to execute transactions and integrations to
provide for value creating, profitable growth in both the short-term and
long-term. As of the date of the filing of this Quarterly Report on Form 10-Q,
we do not have a definitive agreement to acquire any acquisition target.



COVID-19


On January 30, 2020, the World Health Organization declared an outbreak of
COVID-19. In March 2020, the outbreak of COVID-19 was recognized as a pandemic
by the World Health Organization, and the outbreak has become increasingly
widespread, including in all of the markets in which we operate. The COVID-19
outbreak has had a notable impact on general economic conditions, including but
not limited to the temporary closures of many businesses; “shelter in place” and
other governmental regulations; and reduced spending due to both job losses and
other effects attributable to COVID-19. As a key supplier to essential
businesses, we have continued to supply our products and services to those
businesses deemed essential businesses in the states in which we operate.
However, our business is subject to the general health of the economy and
federal and local guidelines and restrictions have significantly curtailed the
level of economic activity in affected areas, which include the areas in which
we conduct our business. Despite this backdrop, and the natural volatility of
the capital equipment markets we serve, we have been successful in mitigating
disruptions to our business while limiting operating losses to nominal levels.

Although we still do not yet know the full duration and extent the impact of
COVID-19 will have on our operations, we currently expect the negative impact to
be a temporary trend. We have implemented procedures to maximize our ability to
continue to provide products and services to our customers and to mitigate the
effect of the downturn on our results of operations, including minimizing costs
where appropriate. 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. Please see additional
information in “Item 1a. Risk Factors.”

Amtech has a strong financial position with $45.6 million in cash and cash
equivalents as of December 31, 2020 and $5.1 million of mortgage-related debt.
In addition, we are pursuing relief options available to us, such as deferring
social security tax payments, payroll tax credits, and utilizing certain changes
in tax loss carryback rules to receive refunds for prior tax years. We are
reviewing and implementing actions on an ongoing basis to reduce cash outlays
and expenses. As a result of these efforts and our strong balance sheet, we
believe we have enough cash to sustain us for at least the next twelve months.
However, if the recovery takes longer than expected, we believe we have the
ability to make additional adjustments as needed.

Solar and Automation Divestitures

On April 3, 2019, we announced that our Board of Directors (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. We completed
the sale of our solar subsidiaries, SoLayTec and Tempress, on June 7, 2019 and
January 22, 2020, respectively. Additionally, on December 13, 2019, we completed
the sale of our automation division, R2D, to certain members of R2D’s management
team.




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Segment Reporting Changes


With the divestiture of our Automation segment in the first quarter of fiscal
2020, we evaluated our organization structure and concluded that we have two
reportable business segments following the divestiture.



Results of Operations


The following table sets forth certain operational data as a percentage of net
revenue for the periods indicated:



                                                            Three Months Ended December 31,
                                                            2020                       2019
Net revenue                                                        100 %                      100 %
Cost of sales                                                       58 %                       60 %
Gross margin                                                        42 %                       40 %
Selling, general and administrative                                 29 %                       29 %
Research, development and engineering                                7 %                        3 %
Operating income                                                     6 %                        8 %
Loss on sale of subsidiary                                           - %                      (14 )%
Interest expense and other, net                                     (1 )%                       - %

Income (loss) from continuing operations before

  income taxes                                                       5 %                       (6 )%
Income tax provision                                                 1 %                        - %
Income (loss) from continuing operations, net of tax                 4 %                       (6 )%
Loss from discontinued operations, net of tax                        - %                       (3 )%
Net income (loss)                                                    4 %                       (9 )%



In the second quarter of 2019, we began the process to divest our solar
business. As such, we have reported the results of the Solar segment as
discontinued operations in our Condensed Consolidated Statements of Operations
for all periods presented.



Net Revenue


Net revenue consists of revenue recognized upon shipment or installation of
equipment, with the exception of products using new technology, for which
revenue is recognized upon customer acceptance. Spare parts sales are recognized
upon shipment and service revenue is recognized upon completion of the service
activity, which is generally ratable over the term of the service contract.
Since the majority of our revenue is generated from large system sales, revenue
and operating income can be significantly impacted by the timing of system
shipments and system acceptances.

Our net revenue by operating segment was as follows (dollars in thousands):



                         Three Months Ended December 31,
Segment                    2020                  2019            Incr (Decr)       % Change
Semiconductor         $        15,575$        17,232$      (1,657 )          (10 )%
SiC/LED                         2,400                 2,817              (417 )          (15 )%
Non-segment related                 -                   643              (643 )         (100 )%
Total net revenue     $        17,975$        20,692$      (2,717 )          (13 )%



Total net revenue for the quarters ended December 31, 2020 and 2019 was $18.0
million
and $20.7 million, respectively, a decrease of approximately $2.7
million
or 13%. Our semiconductor segment revenues are dependent on our
customers’ expansions, and our results have been negatively impacted by the
uncertainty in the global economy due primarily to the impact of the COVID-19
virus, as well as lingering trade tensions between the U.S. and China. We
believe the impact from the COVID-19 virus on both our China and U.S. operations
are temporary trends, as we experienced a return to near-capacity in our China
factory during the third fiscal quarter of 2020.


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However, we also believe that we will continue to experience some level of
volatility in our bookings and shipments as various states and countries
experience resurgences of the virus as well as the possible emergence of new
strains of the virus. Despite the uncertainty caused by the COVID-19 virus, we
believe there remains significant potential in the SiC industry and long-term
growth in power semiconductor. SiC/LED revenue decreased due to lower machine
sales between periods. Non-segment related revenues relate to R2D, the
automation division that we divested in December 2019.



Backlog and Orders


Our backlog as of December 31, 2020 and 2019 was as follows (dollars in
thousands):




                    December 31,
Segment           2020         2019        Incr (Decr)       % Change
Semiconductor   $ 12,750$ 12,764     $         (14 )           (0 )%
SiC/LED            1,049          680               369             54 %
Total backlog   $ 13,799$ 13,444     $         355              3 %



New orders booked in the three months ended December 31, 2020 and 2019 were as
follows (dollars in thousands):



                      Three Months Ended December 31,
Segment                 2020                  2019            Incr (Decr)       % Change
Semiconductor      $        15,483$        15,094     $         389              3 %
SiC/LED                      2,386                 2,531              (145 )           (6 )%
Total new orders   $        17,869$        17,625     $         244              1 %



As of December 31, 2020, two Semiconductor customers individually accounted for
18% and 11% of our backlog. No other customer accounted for more than 10% of our
backlog as of December 31, 2020. Four customers accounted for 48% of our backlog
as of December 31, 2020. The orders included in our backlog are generally credit
approved customer purchase orders believed to be firm and are generally expected
to ship within the next twelve months. Because our orders are typically subject
to cancellation or delay by the customer, our backlog at any particular point in
time is not necessarily representative of actual sales for succeeding periods,
nor is backlog any assurance that we will realize profit from completing these
orders.

Gross Profit and Gross Margin

Gross profit is the difference between net revenue and cost of goods sold. Cost
of goods sold consists of purchased material, labor and overhead to manufacture
equipment and spare parts and the cost of service and support to customers for
installation, warranty and paid service calls. Gross margin is gross profit as a
percent of net revenue. Our gross profit and gross margin by operating segment
were as follows (dollars in thousands):



                                           Three Months Ended December 31,
Segment                2020       Gross Margin       2019       Gross Margin       Incr (Decr)
Semiconductor         $ 6,912                44 %   $ 7,186                42 %   $        (274 )
SiC/LED                   600                25 %       979                35 %            (379 )
Non-segment related         -                 - %         9                 1 %              (9 )
Total gross profit    $ 7,512                42 %   $ 8,174                40 %   $        (662 )

Gross profit for the three months ended December 31, 2020 and 2019 was $7.5
million
(42% of net revenue) and $8.2 million (40% of net revenue),
respectively, a decrease of $0.7 million. Our gross margins can be affected by
capacity utilization and the type and volume of machines and consumables sold
each quarter. Gross margin on products from our Semiconductor segment increased
compared to the three months ended December 31, 2019, due primarily to favorable
product mix. Gross margin on products from our SiC/LED segment decreased
compared to


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the three months ended December 31, 2019, due primarily to lower revenue spread
over higher fixed costs as a result of our capacity expansion in fiscal 2020.

Selling, General and Administrative

Selling, general and administrative expenses (“SG&A”) consists of the cost of
employees, consultants and contractors, facility costs, sales commissions,
shipping costs, promotional marketing expenses, legal and accounting expenses
and bad debt expense.

SG&A expenses for the three months ended December 31, 2020 and 2019 were $5.2
million
and $5.9 million, respectively. SG&A decreased compared to the prior
year quarter due primarily to reduced legal fees related to the Solar
divestiture, no longer having R2D SG&A included in our results and lower travel
due to the COVID-19 pandemic.

Research, Development and Engineering

Research, development and engineering (“RD&E”) expenses consist of the cost of
employees, consultants and contractors who design, engineer and develop new
products and processes as well as materials and supplies used in producing
prototypes. We receive reimbursements through governmental research and
development grants which are netted against these expenses when certain
conditions have been met.

RD&E expense, net of grants earned, for the three months ended December 31, 2020
and 2019 were $1.2 million and $0.6 million, respectively. The increase in RD&E
expense is due to increased spending related to product improvement projects at
our Semiconductor segment and the development of new products at our SiC/LED
segment.




Income Taxes



For the three months ended December 31, 2020 and 2019, we recorded income tax
expense at our continuing operations of $0.1 million and $41,000, respectively.
Tax expense for the three months ended December 31, 2020, includes a benefit of
approximately $0.3 million related to the reversal of previously recorded
uncertain tax positions. In the three months ended December 31, 2019, we
recorded income tax expense of $19,000 in our discontinued operations. The
income tax provisions are based upon estimates of annual income, annual
permanent differences and statutory tax rates in the various jurisdictions in
which we operate, except that certain loss jurisdictions and discrete items are
treated separately.

Generally accepted accounting principles require 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. 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.

Our future effective income tax rate depends on various factors, such as the
amount of income (loss) in each tax jurisdiction, tax regulations governing each
region, non-tax deductible expenses incurred as a percent of pre-tax income and
the effectiveness of our tax planning strategies.

Discontinued Operations

As disclosed previously in the “Solar and Automation Divestitures” section, we
announced that our 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 we believe are presented in those
areas. The divestitures included our Tempress and SoLayTec


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subsidiaries, which comprised substantially all of our Solar segment. As such,
we reported the results of the Solar segment as discontinued operations in our
Condensed Consolidated Statements of Operations. SoLayTec was sold effective
June 7, 2019, and Tempress was sold effective January 22, 2020 (see Note 11 for
additional information).

Liquidity and Capital Resources

The following table sets forth for the periods presented certain consolidated
cash flow information (in thousands):




                                                           Three Months Ended December 31,
                                                             2020                  2019
Net cash provided by (used in) operating activities     $           104       $          (168 )
Net cash used in investing activities                              (198 )                (820 )
Net cash provided by financing activities                            42                   598
Effect of exchange rate changes on cash, cash
equivalents and
  restricted cash                                                   596                 1,141

Net increase in cash, cash equivalents and restricted
cash

                                                                544                   751

Cash, cash equivalents and restricted cash, beginning
of period*

                                                       45,070                59,134
Cash, cash equivalents and restricted cash, end of
period*                                                 $        45,614$        59,885




*    Includes Cash, Cash Equivalents and Restricted Cash that are included in
     Held-For-Sale Assets on the Condensed Consolidated Balance Sheets for
     periods prior to January 22, 2020.




Cash and Cash Flow



The increase in cash and cash equivalents from September 30, 2020 of $0.5
million
was primarily due to proceeds from the exercise of stock options and the
favorable effect of exchange rate changes on our cash balances. We maintain a
portion of our cash and cash equivalents in RMB at our Chinese operations;
therefore, changes in the exchange rates have an impact on our cash balances.
Our working capital was $70.6 million as of December 31, 2020 and $69.1 million
as of September 30, 2020. The increase in our working capital occurred primarily
due to increases in our accounts receivable and cash balances, which were
partially offset by increases in accounts payable and accrued compensation. Our
ratio of current assets to current liabilities was 9.4:1 as of December 31,
2020
, and 10.2:1 as of September 30, 2020.

The success of our growth strategy is dependent upon the availability of
additional capital resources on terms satisfactory to management. Our sources of
capital in the past have included the sale of equity securities, which includes
common stock sold in private transactions and public offerings, long-term debt
and customer deposits. There can be no assurance that we can raise such
additional capital resources when needed or on satisfactory terms. We believe
that our principal sources of liquidity discussed above are sufficient to
support operations for at least the next twelve months. We have never paid
dividends on our common stock.

Cash Flows from Operating Activities

Cash provided by our operating activities was approximately $0.1 million for the
three months ended December 31, 2020, compared to cash used in operating
activities of $0.2 million for the three months ended December 31, 2019, an
increase of approximately $0.3 million. During the three months ended December
31, 2020
, net income adjusted for non-cash items of $1.2 million was mostly
offset by $1.1 million of cash used in operations as a result of changes in
operating assets and liabilities. During the three months ended December 31,
2019
, net loss adjusted for non-cash items provided cash of $2.4 million, which
was offset by $2.6 million of cash used in operations as a result of changes in
operating assets and liabilities.

Cash Flows from Investing Activities

For the three months ended December 31, 2020 and 2019, cash used in investing
activities was $0.2 million compared to $0.8 million in the prior year period.
The amount for the first quarter of fiscal 2021 relates solely to


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capital expenditures. The amount for the first quarter of fiscal 2020 reflects
the divestiture of our automation business as well as approximately $0.2 million
of capital expenditures. We expect capital expenditures to increase throughout
2021 as we initiate and complete the relocation of our Semiconductor
manufacturing facility in Shanghai, China after the current lease expires in the
third quarter of 2021.

Cash Flows from Financing Activities

For the three months ended December 31, 2020, $42,000 of cash provided by
financing activities was comprised of approximately $135,000 of proceeds
received from the exercise of stock options, which was mostly offset by payments
on long-term debt of $93,000. For the three months ended December 31, 2019, $0.6
million
of cash provided by financing activities was comprised of $0.7 million
of proceeds received from the exercise of stock options, which was partially
offset by payments on long-term debt of $0.1 million.

Off-Balance Sheet Arrangements

As of December 31, 2020, we had no off-balance sheet arrangements as defined in
Item 303(a)(4) of Regulation S-K promulgated by the SEC that have or are
reasonably likely to have a current or future effect on financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
investors.




Contractual Obligations



Unrecorded purchase obligations at our continuing operations were $4.7 million
as of December 31, 2020, compared to $4.6 million as of September 30, 2020, an
increase of $0.1 million.

There were no other material changes to the contractual obligations included in
Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” of our Annual Report on Form 10-K for the year ended
September 30, 2020.

Critical Accounting Policies

Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” of this Quarterly Report discusses our condensed
consolidated financial statements that have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these condensed consolidated financial statements requires us to
make estimates and assumptions that affect the reported amount of assets and
liabilities at the date of the condensed consolidated financial statements, the
disclosure of contingent assets and liabilities at the date of the condensed
consolidated financial statements and the reported amounts of revenue and
expenses during the reporting period.

On an ongoing basis, we evaluate our estimates and judgments, including those
related to revenue recognition, inventory valuation, accounts and notes
receivable collectability, warranty and impairment of long-lived assets. We base
our estimates and judgments on historical experience and on various other
factors that we believe to be reasonable under the circumstances. The results of
these estimates and judgments form the basis for making conclusions about the
carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

A critical accounting policy is one that is both important to the presentation
of our financial position and results of operations, and requires management’s
most difficult, subjective or complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently uncertain.
These uncertainties are discussed in Part I, Item 1A of our Annual Report on
Form 10-K for the year ended September 30, 2020. We believe our critical
accounting policies relate to the more significant judgments and estimates used
in the preparation of our consolidated financial statements.

We believe the critical accounting policies discussed in the section entitled
“Item 7. Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K
for the fiscal year ended September 30, 2020 represent the most significant
judgments and estimates


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used in the preparation of our consolidated financial statements. There have
been no significant changes in our critical accounting policies during the three
months ended December 31, 2020.

Impact of Recently Issued Accounting Pronouncements

For discussion of the impact of recently issued accounting pronouncements, see
“Part I, Item 1. Financial Information” under “Impact of Recently Issued
Accounting Pronouncements.”

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