**
**Exhibit 99.1**

**OEM Group, LLC and**

**Subsidiaries**

Consolidated Financial Report 

December 31, 2019 and 2018
**

**Contents**

 

Independent auditor’s report
   1 
Financial statements
  
Consolidated balance sheets
   2 
Consolidated statements of operations and comprehensive loss
   3 
Consolidated statements of members’ deficit
   4 
Consolidated statements of cash flows
   5-6 
Notes to consolidated financial statements
   7-18 
 

**Independent Auditor’s Report**

To the Board of Directors 

OEM Group, LLC and Subsidiaries 

**Report on the Financial Statements**

We have audited theaccompanying consolidated financial statements of OEM Group, LLC and Subsidiaries, which comprise the consolidated balance sheets as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive loss,members’ equity and cash flows for the years the ended, and the related notes to the consolidated financial statements (collectively, the financial statements). 

**Management’s Responsibility for the Financial Statements**

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally acceptedin the United States of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud orerror. 

**Auditor’s Responsibility**

Ourresponsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan andperform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 

An audit involves performingprocedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 

**Opinion**

In our opinion, the financial statementsreferred to above present fairly, in all material respects, the financial position of OEM Group, LLC and Subsidiaries as of December 31, 2019 and 2018, and the results of their operations and their cash flows for the years then ended inconformity with accounting principles generally accepted in the United States of America. 

/s/ RSM US LLP 

Phoenix, Arizona 

March 13, 2020 

 
1 

**OEM Group, LLC and Subsidiaries**

**Consolidated Balance Sheets**

**December 31, 2019and 2018**

 
   2019  2018 
**Assets**
   
Current assets:
   
Cash
  $740,894  $526,537 
Accounts receivable, net
   2,983,273   3,889,017 
Inventories, net
   9,669,472   7,729,974 
Cost and estimated earnings in excess of billings on contracts in process
   1,978,959   818,448 
Prepaid expenses and other current assets
   1,921,320   2,723,477   
 

 
  
 

 
 
**Total current assets**
   17,293,919   15,687,453 
Property, plant and equipment, net
   2,252,751   3,786,185 
Intangible assets, net
   6,468,970   7,301,594 
Goodwill, net
   7,964,679   9,247,580 
Other noncurrent assets
   542,842   409,676   
 

 
  
 

 
   $34,523,160  $36,432,488   
 

 
  
 

 
 
**Liabilities and Members’ (Deficit) Equity**
   
Current liabilities:
   
Current portion of long-term debt
  $219,436  $1,679,090 
Accounts payable
   8,091,871   6,063,334 
Customer deposits
   1,309,818   618,754 
Billings in excess of costs and estimated earnings on contracts in process
   3,071,168   338,197 
Other current liabilities and accrued expenses
   2,503,551   2,048,270   
 

 
  
 

 
 
**Total current liabilities**
   15,195,845   10,747,645 
Long-term debt, less current portion
   48,520,131   35,920,187   
 

 
  
 

 
 
**Total liabilities**
   63,715,976   46,667,832 
Members’ deficit
   (29,192,815)   (10,235,344)   
 

 
  
 

 
   $34,523,160  $36,432,488   
 

 
  
 

 
 
See notes to consolidated financial statements. 

 
2 

**OEM Group, LLC and Subsidiaries**

**Consolidated Statements of Operations and Comprehensive Loss**

**Years Ended December 31, 2019 and 2018**

 
   2019  2018 
Revenues
  $ 32,507,289  $ 36,573,086 
Cost of revenues
   24,740,060   25,687,222   
 

 
  
 

 
 
**Gross profit**
   7,767,229   10,885,864   
 

 
  
 

 
 
Operating expenses:
   
General and administrative
   16,535,668   14,173,893 
Amortization
   2,115,525   2,115,524   
 

 
  
 

 
    18,651,193   16,289,417   
 

 
  
 

 
 
**Loss from operations**
   (10,883,964)   (5,403,553)   
 

 
  
 

 
 
Other (expense) income:
   
Interest expense
   (8,068,518)   (5,471,698) 
Other, net
   395,521   (428,117)   
 

 
  
 

 
    (7,672,997)   (5,899,815)   
 

 
  
 

 
 
**Loss before income tax expense**
   (18,556,961)   (11,303,368) 
Income tax expense
   438,574   159,209   
 

 
  
 

 
 
**Net loss**
   (18,995,535)   (11,462,577) 
Other comprehensive income (loss):
   
Foreign currency translation adjustment
   38,064   (24,485)   
 

 
  
 

 
 
**Comprehensive loss**
  $(18,957,471)  $(11,487,062)   
 

 
  
 

 
 
See notes to consolidated financial statements. 

 
3 

**OEM Group, LLC and Subsidiaries**

**Consolidated Statements of Members’ Deficit**

**Years Ended December 31, 2019 and 2018**

 
              Accumulated                  Other  Total    Membership Interests   Accumulated  Comprehensive  Members’    Class A   Class B   Deficit  Income (Loss)  Equity (Deficit) 
Balance, December 31, 2017
  $6,648,000   $3,312,000   $(8,745,520)  $ 61,884  $ 1,276,364 
Net loss
   —      —      (11,462,577)   —     (11,462,577) 
Distributions
   —      —      (24,646)   —     (24,646) 
Foreign currency translation adjustment
   —      —      —     (24,485)   (24,485)   
 

 
   
 

 
   
 

 
  
 

 
  
 

 
 
Balance, December 31, 2018
   6,648,000    3,312,000    (20,232,743)   37,399   (10,235,344) 
Net loss
   —      —      (18,995,535)   —     (18,995,535) 
Distributions
   —      —      —     —     —   
Foreign currency translation adjustment
   —      —      —     38,064   38,064   
 

 
   
 

 
   
 

 
  
 

 
  
 

 
 
**Balance, December 31, 2019**
  **$****6,648,000**** **  **$****3,312,000**** **  **$****(39,228,278****) ** **$****75,463**** ** **$****(29,192,815****) **  
 

 
   
 

 
   
 

 
  
 

 
  
 

 
 
See notes to consolidated financial statements. 

 
4 

**OEM Group, LLC and Subsidiaries**

**Consolidated Statements of Cash Flows**

**Years EndedDecember 31, 2019 and 2018**

 
   2019  2018 
Cash flows from operating activities:
   
Net loss
  $(18,995,535)  $(11,462,577) 
Adjustments to reconcile net loss to net cash used in operating activities:
   
Depreciation
   471,993   363,122 
Amortization of intangibles and goodwill
   2,115,525   2,115,524 
Amortization of debt discount
   117,080   1,098,976 
Amortization of deferred loss resulting from sale-leaseback transaction
   49,077  
Amortization of debt issuance cost
   3,226,213   527,580 
Payment-in-kindinterest
   1,554,363   704,018 
Gain on nonmonetary exchange
   —     (303,516) 
Provision for inventory reserves
   435,151   526,650 
Decrease (increase) in assets:
   
Accounts receivable
   905,744   1,414,654 
Inventories
   (2,374,649)   (724,277) 
Cost and estimated earnings in excess of billings on contracts in process
   (1,160,511)   201,679 
Prepaid expenses and other assets
   1,057,416   (898,468) 
(Decrease) increase in liabilities:
   
Accounts payable and other current liabilities
   2,483,819   (449,757) 
Billings in excess of costs and estimated earnings on contracts in process
   2,732,971   41,066 
Customer deposits
   691,064   62,457   
 

 
  
 

 
 
**Net cash used in operating activities**
   (6,690,280)   (6,782,869)   
 

 
  
 

 
 
Cash flows from investing activities:
   
Purchases of property and equipment
   (826,061)   (476,791)   
 

 
  
 

 
 
**Net cash used in investing activities**
  ** ****(826,061****) ** ** ****(476,791****) **  
 

 
  
 

 
 
Cash flows from financing activities:
   
Payment of deferred financing costs
   —     (345,695) 
Borrowings on revolving credit notes payable
   8,800,000   7,940,000 
Payments on revolving credit notes payable
   (1,050,000)   (750,000) 
Payments on long-term debt
   (57,366)   (151,175) 
Distribution
   —     (24,646)   
 

 
  
 

 
 
**Net cash provided by financing activities**
   7,692,634   6,668,484   
 

 
  
 

 
 
Effect of exchange rates on cash
   38,064   (59,876)   
 

 
  
 

 
 
**Net increase (decrease) in cash**
   214,357   (651,052) 
Cash:
   
Beginning of year
   526,537   1,177,589   
 

 
  
 

 
 
End of year
  $ 740,894  $526,537   
 

 
  
 

 
 
(Continued) 

 
5 

**OEM Group, LLC and Subsidiaries**

**Consolidated Statements of Cash Flows (Continued)**

**Years Ended December 31, 2018 and 2017**

 
   2019   2018 
Supplemental disclosures of cash flow information:
    
Cash paid for interest
  $2,839,960   $2,885,000   
 

 
   
 

 
 
Cash paid for income taxes
  $114,914   $164,000   
 

 
   
 

 
 
Supplemental schedule of noncash investing and financing activities:
    
Commitment and consent fees incurred pursuant to increase in revolving credit note
  $11,000,000   $3,043,750   
 

 
   
 

 
 
Nonmonetary exchange of related-party promissory note payable for property
  $1,450,000   $—     
 

 
   
 

 
 
Deferred loss pursuant to sale-leaseback transaction
  $437,502   $—     
 

 
   
 

 
 
Equipment purchase financed through note payable
  $—     $54,277   
 

 
   
 

 
 
Nonmonetary exchange of inventories for equipment
  $—     $881,500   
 

 
   
 

 
 
See notes to consolidated financial statements 

 
6 

**Note 1.     Nature of Operations and Significant Accounting Policies**

**Nature of operations:**OEM Group, LLC (OEMG) and Subsidiaries (collectively, the Company) are suppliers of semiconductor capital equipment solutions tothe global market of manufacturers of computer chips, and adjacent markets such as LED lighting and sensors. The Company designs, manufacturers, sells, installs and services its products worldwide. In addition to supplying the capital equipment, theCompany also supplies spare parts, field service, upgrades and software to support the equipment in its customers’ global manufacturing sites. 

**Principles of consolidation:**The accompanying consolidated financial statements include the accounts of OEMG and its wholly owned subsidiaries, OEMGroup Japan, G.K. (OEMJ), OEM Technologies, LLC (OEMT), OEM-TEG, LLC (OEM-TEG), OEM Spares, LLC (OEMS), OEM Group, Inc. Taiwan Branch (OET), OEM Group East, LLC (OEE),OEM Group Austria GmbH (OEA), OEM Group Singapore Pte. Limited (OES) and OEM Group IC-DISC, Inc. All significant intercompany transactions and balances have been eliminated upon consolidation. 

**Use of estimates:**The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United Statesof America (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements,and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. 

**Foreign operations:**Assets located outside of the United States approximated $4,570,000 and $4,427,000 at December 31, 2019 and 2018, respectively (of which approximately $714,000 and $295,000 were deposited in bank accounts outside of the United States).Revenues earned outside of the United States approximated $5,838,000 and $7,984,000, respectively, for years ended December 31, 2019 and 2018. 

**Foreign currency translation:**The functional currency of OEMT, OEM-TEG, OEMS, OET, OEE, OEA and OES is the U.S.dollar. Accordingly, the financial statements of such foreign subsidiaries are remeasured from the applicable foreign currency to the U.S. dollar for balance sheet accounts using current exchange rates in effect at the balance sheet date with theexception of nonmonetary assets and liabilities, which are remeasured at historical rates, and using an appropriate average exchange rate during each year for revenue and expenses. The resulting remeasurement adjustments are recorded as a componentof net loss. The functional currency of OEMJ is the Japanese yen. Assets and liabilities measured in Japanese yen have been translated into U.S. dollars using exchange rates in effect at balance sheet dates. Revenues and expenses measured inJapanese yen have been translated using average exchange rates prevailing during the years ended December 31, 2019 and 2018. Capital accounts have been translated using exchange rates in effect when the capital was originally contributed.Translation adjustments have been accounted for as other comprehensive (loss) income in the consolidated statements of members’ equity. 

Transactionsin foreign currencies are translated at the current exchange rates as of the date on which they are recognized. During 2019, the Company recorded a loss of approximately $71,000 and, during 2018, the Company recorded a loss of approximately$125,000, which amounts are included within operating expenses in the accompanying consolidated statements of operations and comprehensive loss. 

**Income and comprehensive income:**The Company’s accumulated other comprehensive income is comprised of foreign currency translation adjustments.

**Cash:**The Company maintains its U.S. cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company does notbelieve it is exposed to a significant credit risk. 

**Accounts receivable:**Accounts receivable are stated at the amount management expects tocollect from outstanding balances. The Company generally does not charge interest on past-due balances, and the 

 
7 

Company does not require collateral for accounts receivable. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on itsassessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Theallowance for doubtful accounts approximated $20,000 and $28,000, respectively, at December 31, 2019 and 2018. 

**Inventories:**Inventories arestated at the lower of cost or net realizable value, with cost determined on the first-in,first-out basis. Provisions are made to reduce excess and obsolete inventoriesto their estimated net realizable value. The process for evaluating the value of excess and obsolete inventories requires the Company to make judgments and estimates concerning product changes, future demand and market conditions. 

**Property, plant and equipment:**Property, plant and equipment are stated at cost, less accumulated depreciation. Maintenance and repairs are charged tooperations as incurred. Expenditures that significantly extend the useful lives of assets are capitalized. 

Depreciation is computed over the estimateduseful lives of depreciable assets using the straight-line method. Useful lives are as follows: 

 
Computer and office equipment  3-7 yearsMachinery equipment  7 yearsBuilding  39 yearsLeasehold improvements  Lesser of life of asset or lease
**Debt issuance costs:**Debt issuance costs are carried at cost less accumulated amortization as a direct deduction fromthe carrying amount of the related debt. The costs are amortized over the terms of the related loans using the effective interest method. Amortization expense is classified as interest expense in the accompanying consolidated statements ofoperations and comprehensive loss. 

**Discount on notes payable:**Debt discounts are reflected as a reduction of debt and are amortized into interestexpense over the terms of the related loans using the effective interest method. 

**Impairment of long-lived assets:**The Company evaluates impairmentof long-lived assets in accordance with U.S. GAAP. The Company assesses the impairment of long-lived assets, including property and equipment, and purchased intangibles subject to amortization, when events or changes in circumstances indicate thatthe carrying amount of an asset held may not be recoverable. In such instances, the Company assesses long-lived assets for impairment by determining their estimated fair value based on the forecasted, undiscounted cash flows that the assets areexpected to generate, plus the net proceeds expected to be realized from the sale of the assets. An impairment loss is recognized when the estimated fair value of an asset is less than its net book value. The amount of loss, in such instances, isequal to the difference between the asset’s net book value and its estimated fair value. 

Forecasts of future cash flows are judgments based on theCompany’s experience and knowledge of its business and the industries in which it operates. These forecasts could be significantly affected by future changes in market conditions, the economic environment and capital spending decisions of theCompany’s customers, and inflation. The Company believes that the future cash flows to be received from its long-lived assets exceed the carrying value of the assets and, accordingly, the Company did not recognize an impairment loss during theyears ended December 31, 2019 or 2018. 

 
8 

**Intangible assets:**Intangible assets with finite lives are amortized on a straight-line basis overthe estimated lives, as follows: 

 
Trade names/trademarks  15 yearsProprietary technology  9-11 years
**Goodwill:**Goodwill originated from a March 16, 2016 change of control and represents the excess of the fair valueof debt exchanged plus the fair value of the noncontrolling interest over the fair value of the identifiable net assets at such date. The Company evaluates goodwill and other identifiable intangible assets for impairment in accordance with FinancialAccounting Standards Board (FASB) Accounting Standards Codification (ASC) 350, Goodwill and Other Intangible Assets. In January 2014, the FASB issued Accounting Standards Update (ASU) 2014-02,*Intangibles—Goodwill and Other (Topic**** 350): Accounting for Goodwill,* which allows private companies an accounting alternative for the subsequent measurement of goodwill. The pronouncement permits a private company toelect to amortize goodwill on a straight-line basis over a period of 10 years, or less than 10 years if the Company demonstrates that another useful life is more appropriate. It also permits a private company to apply a simplifiedimpairment model to goodwill. 

Under the aforementioned accounting alternative, goodwill is tested for impairment when a triggering event occursindicating that the fair value of a company (or a reporting unit) may be below its carrying amount. The amount of goodwill impairment, if any, is equal to the excess of the company’s carrying amount over its fair value. The Company elected toadopt this guidance and to test goodwill for impairment at the entity level. Management determined that there was no impairment charge required during 2019 or 2018. As a result of the Company’s adoption of the accounting alternative, theCompany recognized amortization expense of approximately $1,283,000 for each of the years ended December 31, 2019 and 2018. Management anticipates that the Company will recognize future amortization expense, resulting from this election, ofapproximately $1,283,000, during each year through March 2026. 

**Revenue Recognition**: The Company’s revenue is primarily derived fromsemiconductor capital equipment contracts and from sales of spare parts, upgrades, and service (“Sustaining goods and services”) to support the install base of semiconductor capital equipment. The Company recognizes revenue in accordancewith ASC Topic 606, Revenue from Contracts with Customers, which provides a five-step model for recognizing revenue from contracts with customers as follows: 

 
 • 
Identify the contract 

 
 • 
Identify performance obligations 

 
 • 
Determine the transaction price 

 
 • 
Allocate the transaction price 

 
 • 
Recognize revenue 

The Company has elected as a practical expedient the accounting policy under which it excludes from the transaction price taxes it collects from its customersthat were assessed by a government authority on (or contemporaneous with) the entity’s revenue-generating transactions with its customers. The Company therefore reports sales revenue net of sales tax. 

**Contract combination:**When multiple contracts are entered into under a single master agreement (whether for capital equipment contracts or sustaininggoods and services), management reviews the contracts to determine whether (a) the contracts are negotiated as a package with a single commercial objective, (b) the amount of consideration paid in one contract depends on the price orperformance in the other contract and (c) the goods or services promised in the contracts are a single performance obligation. If one of these three conditions are met, the contracts are combined and accounted for as a single contract. 

 
9 

**Capital equipment contracts:**The Company’s capital equipment contracts include multiplepromises, which management reviews at contract inception to determine whether they represent multiple performance obligations. This review consists of determining whether promises or groups of promises are capable of being distinct and distinctwithin the context of the contract. Most of our capital equipment contracts are considered to have a single performance obligation because the Company provides a significant service of integrating a complex set of tasks and components into a singleasset. Some contracts include multiple projects that are separately identifiable (e.g., multiple capital systems) or include elements not related to the design and/or building aspects of the contract. These contracts typically are considered to havemultiple performance obligations even when they are part of a single contract. 

When a contract has multiple performance obligations, the transactionprice is allocated to each performance obligation based on estimated relative standalone selling prices of the goods or services at the inception of the contract. In most cases, the Company does sell the distinct good or service on a standalonebasis and use that standard pricing to determine a standalone selling price. 

Billing practices are governed by the contract terms and generally are basedon the achievement of milestones or predetermined schedules. The most typical customer contract includes payment milestone that occur at receipt of order, shipment of product, and at installation in the field. From time to time these terms mayrequire the customer to make advance payments as work progresses or could result in the Company receiving payment prior to transferring the related good or service. The period between the receipt of payment and the completion of the work to which itrelated is generally one year or less. The Company has elected not to adjust consideration for the effects of financing under the practical expedient that allows an entity to ignore the effects of a significant financing component when the periodbetween the receipt of payment and the transfer of the good or service to the customer is one year or less. 

Management has concluded performanceobligations related to capital equipment contracts are satisfied over time because the Company’s performance typically creates or enhances an asset that does not have an alternative use to the Company as it is limited practically from readilydirecting the asset in its completed state for another use. OEM’s capital equipment is made with technical specifications per the customer’s request and the Company has an enforceable right to payment for work performed to date through thecontract term. The equipment cannot be easily modified or transferred to another customer. The Company recognizes revenue as performance obligations are satisfied and control of the promised good and/or service is transferred to the customer. TheCompany measures the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. Under thecost-to-cost method, costs incurred to date are generally the best depiction of transfer of control. 

**Contracts for sale of sustaining goods and services:**Contracts for the sale of sustaining goods and services generally are entered into in the form ofpurchase orders. All sustaining goods and services are available for purchase on a standalone basis and are considered capable of being distinct and distinct within the context of the contract. Each product therefore is considered a singleperformance obligation. 

When a contract has a single performance obligation, the entire transaction price is attributed to that performance obligation.When a contract has more than one performance obligation, the transaction price is allocated to each performance obligation based on estimated relative standalone selling prices of the goods or services at the inception of the contract, whichtypically is determined using observable standalone sales. 

The Company recognizes revenue at a point in time when control of the Company’s goods waspassed to the customer, which typically occurs upon shipment. Customer payment terms typically range between 30 and 90 days. The Company has elected to treat shipping and handling performed after control has transferred to customers as a fulfillmentactivity. The Company records shipping and handling expense related to product sales as cost of sales. 

 
10 

**Contract estimates and modifications:**The accuracy of the Company’s revenue and profitrecognition in a given period depends on the accuracy of management’s estimates of the cost to complete each capital equipment contract. There are a number of factors that can contribute to changes in estimates of contract cost andprofitability. Significant factors include: 

 
 • 
The completeness and accuracy of the original bid 

 
 • 
Costs associated with scope changes and changes from the original design 

 
 • 
Changes in costs of labor and/or materials 

 
 • 
Subcontractor performance issues 

 
 • 
Changes in productivity expectations 

The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations ingross profit and gross profit margin from period to period, which may have a significant impact on the financial statements. At the time an anticipated loss on a contract becomes evident, the entire amount of the estimated loss is accrued. 

**Contract assets and liabilities:**Accounts receivable are governed by the contract terms and are recorded based on contracted prices when the Companyobtains an unconditional right to payment under the terms of our contracts. 

Contract assets are classified on the balance sheet as “costs andestimated earnings in excess of billings” and represent revenues recognized in excess of amounts billed or available to be billed where the right to payment is not unconditional. 

Contract liabilities are classified on the balance sheet as “billings in excess of costs and estimated earnings” and represent billings in excess ofrevenues recognized. 

**Warranties:**The Company generally provides limited assurance-type warranties for work performed under its constructioncontracts. The warranty periods typically extend for a limited duration following substantial completion of the Company’s work on a project. The Company accounts for warranties based on estimates of future costs associated with fulfilling itswarranty obligation. The estimates are derived from historical cost experience. Because of the inherent uncertainties in estimating costs, it is at least reasonably possible that the estimates used will change within the near term. The consolidatedfinancial statements include a product warranty reserve, which is included as a component of other current liabilities and accrued expenses. As of December 31, the accrued warranties are as follows: 

 
   2019   2018 
Accrued warranties, beginning of year
  $442,177   $501,145 
Claims paid
   (252,839)    (198,506) 
Change in liability for warranties issued during the year and adjustments to pre-existing warranties
   79,288    139,538   
 

 
   
 

 
 
Accrued warranties, end of year
  $268,626   $442,177   
 

 
   
 

 
 
**Incremental Costs:**The Company has availed itself of the practical expedient available under ASC 606 to make a policyelection to expense incremental costs of obtaining a contract with a customer, such as sales commissions, as the amortization period of such costs would be one year or less. 

**Income taxes:**The Company and its U.S. subsidiaries are organized as limited liability companies and are treated as pass-through entities for incometax purposes. Each member is allocated and is responsible for their proportionate share of the Company’s taxable income or loss. Accordingly, no provision for U.S. federal income taxes has been recorded in the accompanying consolidatedfinancial statements. 

The Company reflects foreign income taxes relating to foreign income earned. Foreign subsidiaries are taxed as corporations intheir respective jurisdictions. When applicable, deferred income taxes are 

 
11 

provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporarydifferences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. 

The authoritativeguidance relating to the accounting for uncertainty in income taxes requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are morelikely than not of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. Inaddition, guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition is also provided. There are no tax positions that the Company’smanagement has determined to be uncertain. 

**Reclassifications:** Certain balances within the December 31, 2018, consolidated statement ofoperations have been reclassified to be consistent with the classifications for the year ended December 31, 2019, with no effect on net loss or members’ equity. 

**Recent accounting pronouncements:**In February 2016, the FASB issued ASU 2016-02,*Leases (Topic 842)*. Theguidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leaseswill be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2020. The Company iscurrently evaluating the impact of the pending adoption of the new standard on its consolidated financial statements. 

In May 2014, the FASB issuedguidance (Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers) which provides a five-step analysis of contracts to determine when and how revenue is recognized and replaces most existing revenue recognition guidance inU.S. generally accepted accounting principles. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receivesor expects to receive. ASC 606 is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. 

On January 1, 2019, the Company adopted ASC 606 using the modified retrospective method of accounting. As part of the adoption, the Company elected thetransition practical expedients to apply to only those contracts which were not completed as of January 1, 2019 and to evaluate contract modifications in the aggregate on the transition date. Because contract modifications and uncompletedcontracts are minimal, there is not a significant impact as a result of electing these practical expedients. Results for reporting periods beginning after January 1, 2019 are presented under ASC 606, while prior period amounts are not adjustedand continue to be reported in accordance with the Company’s historic accounting under ASC 605 “Revenue Recognition”. The Company has determined that the impact of transition to the new standard is not significant to theCompany’s revenue recognition model since most of the Company’s revenue recognition is either percentage of completion or point in time transfer of control. Accordingly, the Company has not made an adjustment to opening retained earningsor other balance sheet accounts. 

**Management’s Plans and Subsequent Events:**The Company has evaluated subsequent events for potentialrecognition and/or disclosure through March 13, 2020, the date the consolidated financial statements were available to be issued. 

In recentreporting periods the Company invested heavily in new technologies to support the requirements of both the traditional semiconductor fabs, as well as emerging technologies. This activity was concentrated on process applications used in RF filtersand wet process. Delayed materialization in market opportunities from these platform enhancements has resulted in the Company suffering losses from operations, negative cash flows from operations, and a deficit in members equity. 

 
12 

At close of 2019, capital equipment orders projected by management to close in Q1-2020 resulted in a return to profitability in full year projections. These pipeline opportunities were driven by substantial orders of the new technologies developed by the Company in recent years. 

In February 2020, partially driven by the global economic impacts of the Corona virus, capital equipment order assumptions were revised downward.Additionally, completed capital equipment order shipments were held without notice, and without revised timeline due to port closures associated with the Corona virus. These impacts forced management to take restructuring measures to better alignthe headcount and overhead of the business, including consolidating the Company’s U.S. facilities with ensuring continued support and success of the sustaining services that support the install base of the Company’s proprietary capitalequipment. The Company is confident the steps result in a better focus on and support of the customer base. In addition, the Company’s majority owner / lender has indicated that the inability of the Company to make interest payments on its termand revolving credit facilities beginning with interest charged relating to December 2019 (Note 6), and the principal balance of the revolving credit facility exceeding the maximum available borrowing limit resulting from PIK interest being added tothe principal of such facility, is not intended to result in an event of default for one year from the date of this report. This focus on supporting sustaining services, the most consistent and profitable revenue lines the Company supports, isexpected by management to drive positive cash flows starting in 2020. 

 
**Note 2.**
**Revenue**

**Revenue Disaggregation Table:**The following table shows disaggregated revenues by various categories recognized at a point in time. Prior year amountsare presented under the ASC 605 basis of revenue recognition. 

The Company’s net revenues are as follows for the years ended December 31: 

 
Revenue by product category  2019   2018 
Capital Equipment
  $13,965,973   $14,893,889 
Upgrades
   3,594,058    3,630,757 
Parts
   12,202,772    14,113,182 
Service
   2,457,984    3,269,696 
Surplus Asset Sales
   354,175    1,408,250 
Other/Discounts
   (67,673)    (742,689)   
 

 
   
 

 
   $32,507,289   $36,573,086   
 

 
   
 

 
 Revenue by recognition type  2019   2018 
Recognized over time
  $11,659,539   $12,644,578 
Recognized point in time
   20,847,750    23,928,507   
 

 
   
 

 
   $32,507,289   $36,573,086   
 

 
   
 

 
 
**Customer Deposits**: As of December 31, 2019 and 2018, the Company had customer deposits of approximately $1,309,000and $618,700, respectively. The majority of these represent non-refundable cash deposits for customers on orders in development. The duration of these orders are generally less than one year. As product isshipped to customers, the Company will recognize revenue and reduce the amount of the customer deposit liability. 

 
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**Note 3.**
**Inventories**

Inventories consisted of the following at December 31: 

 
   2019   2018 
Raw materials and spare parts
   9,732,045    9,174,027 
Work in process
   3,089,124    1,272,493   
 

 
   
 

 
 
Total inventories
   12,821,169    10,446,520 
Less allowance for obsolete and slow-moving items
   (3,151,697)    (2,716,546)   
 

 
   
 

 
 
Total inventories, net
  $9,669,472   $7,729,974   
 

 
   
 

 
 
 
**Note 4.**
**Property, Plant and Equipment**

Property, plant and equipment at December 31 consisted of the following: 

 
   2019   2018 
Land and building
  $—     $2,024,352 
Machinery and equipment
   2,549,161    1,796,766 
Leasehold improvements
   133,434    123,991 
Computer and office equipment
   575,900    539,786   
 

 
   
 

 
    3,258,495    4,484,895 
Less accumulated depreciation
   (1,005,744)    (698,710)   
 

 
   
 

 
 
Property, plant and equipment, net
  $2,252,751   $3,786,185   
 

 
   
 

 
 
Depreciation expense approximated $472,000 and $363,000 for the years ended December 31, 2019 and 2018, respectively.

 
**Note 5.**
**Intangible Assets**

Intangible assets as of December 31 consisted of the following: 

**Intangible Assets**

 
   2019   2018    Gross          Gross           Carrying   Accumulated  Net Carrying   Carrying   Accumulated  Net Carrying    Amount   Amortization  Amount   Amount   Amortization  Amount 
Proprietary technology
  $ 7,615,000   $(2,648,694)  $ 4,966,306   $ 7,615,000   $(1,950,137)  $5,664,863 
Trade names/trademarks
   2,011,000    (508,336)   1,502,664    2,011,000    (374,269)   1,636,731   
 

 
   
 

 
  
 

 
   
 

 
   
 

 
  
 

 
 
Total intangible assets
   9,626,000    (3,157,030)   6,468,970    9,626,000    (2,324,406)   7,301,594 
Goodwill
   12,829,012    (4,864,333)   7,964,679    12,829,012    (3,581,432)   9,247,580   
 

 
   
 

 
  
 

 
   
 

 
   
 

 
  
 

 
 
Total intangible assets and goodwill
  $22,455,012   $(8,021,363)  $14,433,649   $22,455,012   $(5,905,838)  $16,549,174   
 

 
   
 

 
  
 

 
   
 

 
   
 

 
  
 

 
 
 
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Future amortization expense related to these intangible assets is expected to be as follows: 

 

Years ending December 31:
  
2020
  $2,115,524 
2021
   2,115,524 
2022
   2,115,524 
2023
   2,115,524 
2024
   2,115,524 
Thereafter
   3,856,029   
 

 
   $14,433,649   
 

 
 
 
**Note 6.**
**Debt**

As of December 31, debt consisted of the following: 

 
   2019   2018 
Amended and restated notes payable to senior lender/member:
    
Term note payable (bearing interest, payable monthly at LIBOR plus 5.50% (7.20% and 7.84% atDecember 31, 2019 and 2018, respectively), plus 4% PIK interest; principal due on June 30, 2022)
  $21,258,134   $20,414,646 
Revolving credit note payable (see below)
   24,000,094    15,539,220 
Commitment and consent fees (see below)
   14,043,750    3,043,750 
Other
   243,386    1,767,709   
 

 
   
 

 
    59,545,364    40,765,325 
Less current portion
   (219,436)    (1,679,090) 
Less discount on notes payable
   —      (159,390) 
Less debt issuance costs
   (10,805,797)    (3,006,658)   
 

 
   
 

 
 
Total long-term debt, less current portion
  $48,520,131   $35,920,187   
 

 
   
 

 
 
The aforementioned term and revolving credit notes payable were made pursuant to a Second Amended and Restated Senior SecuredNote Purchase Agreement (the Agreement), which was executed on March 16, 2016 (and most recently amended on December 26, 2019). The Agreement provides for a security interest in substantially all of the Company’s assets and containscertain restrictive covenants, and a financial covenant. 

The revolving credit note payable, as amended, provides for maximum available borrowings of$26,750,000 as of December 31, 2019, with a maturity date of June 30, 2022, bearing interest, payable monthly at LIBOR plus 9.50 percent (11.2 percent and 11.84 percent at December 31, 2019 and 2018, respectively). Theagreement also provides for a portion of the LIBOR rate margin representing interest accruing at a rate per annum equal to 4.00 percent to be paid by capitalizing such interest and adding such capitalized interest to the then-outstandingprincipal amount as payment-in-kind interest. In connection with incremental borrowings under an amendment executed on June 26, 2018, the Company incurredcommitment fees in the total amount of $3,000,000 as a result of drawing amounts that exceeded predetermined Tier Amounts as specified in the amendment. Under the same amendment, the Company also incurred a consent fee in the amount of $43,750 inconnection with the closing of the amendment. The commitment and consent fees are due upon the earlier of the maturity date or a change in control, a debt refinancing or any insolvency proceeding. Such fees are recorded as obligations payable underthe credit facility with a corresponding amount recorded as debt issuance costs, which are being amortized into interest expense over the term of the Agreement. 

An additional amendment to the Agreement was executed on March 25, 2019, which increased the maximum available borrowings to $23,250,000. In connectionwith such amendment, the Company incurred an additional $10,000,000 in commitment fees payable to the lender. 

An additional amendment to the Agreementwas executed on December 26, 2019, which increased the maximum available borrowings to $26,750,000. In connection with such amendment, $3,000,000 of 

 
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commitment fees will be incurred at milestones of $1,000,000 at the amendment closing date, $1,000,000 when the aggregate loans made under the new amendment reaches $2,000,000, and $1,000,000when the aggregate loans made under the new amendment reaches $3,000,000. The Company incurred the initial $1,000,000 in commitment fees payable to the lender upon signing the amendment. The additional fees of $2,000,000 were incurred by the Companysubsequent to year end 2019. 

Related-party interest expense approximated $8,061,000 and $5,453,000 for the years ended December 31, 2019 and 2018,respectively. Related-party accrued interest payable approximated $286,000 and $234,000 at December 31, 2019 and 2018, respectively, and is included on the accompanying consolidated balance sheets in other current liabilities and accruedexpenses. 

Aggregate maturities of long-term debt as of December 31, 2019, are as follows: 

 

Years ending December 31:
  
2020
  $219,436 
2021
   23,950 
2022
   59,301,978   
 

 
   $59,545,364   
 

 
 
 
**Note 7.**
**Employee Benefit Plan**

The Company maintains a 401(k) plan covering substantially all employees. The plan provides for employer safe harbor, matching and profit sharing contributionsbased primarily on employee participation. Employer contributions approximated $246,000 and $233,000 for the years ended December 31, 2019 and 2018, respectively. 

 
**Note 8.**
**Members’ Equity**

As provided in the Limited Liability Company Agreement, the Class A Membership Interests are owned by an entity affiliated with the lender and theClass B Membership Interests are owned by an entity controlled by the former owners of OEMG. On any action required or permitted to be voted on by the Members, the Class A Members and Class B Members shall vote as a single class, withthe Class A Members collectively entitled to 75 percent of the aggregate vote and the Class B Members collectively entitled to 25 percent of the aggregate vote. Profits and losses of the Company are allocated to members’capital accounts in the amount that would be distributed pursuant to a hypothetical distribution for book value (as defined), adjusted for applicable provisions of the Internal Revenue Code (75 percent to Class A and 25 percent toClass B, adjusted for a Qualifying Sale (as defined) that provides for Class B Members to receive a proportionately larger distribution upon a sale of the Company at a specified amount). 

The Company may make distributions to unit holders as determined by its Manager for payment of federal and state income taxes. 

 
**Note 9.**
**Taxes**

For the years ended December 31, 2019 and 2018, income (loss) before income taxes attributable to domestic and foreign sources approximated the following:

 
   2019   2018 
U.S. source loss
  $(19,300,000)   $(11,545,000) 
Foreign source income
   700,000    242,000 
 
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The provision for income taxes that relate to foreign source income and U.S. state income taxes consists ofthe following for the years ended December 31: 

 
   2019   2018 
Current:
    
U.S.
  $17,599   $12,726 
Foreign
   420,975    146,483   
 

 
   
 

 
   $438,574   $159,209   
 

 
   
 

 
 
The differences between statutory and effective tax rates relate primarily to the U.S. limited liability company not beingsubject to federal income taxes. 

 
**Note 10.**
**Operating Leases**

The Company leases space for its corporate headquarters, clean-room and warehouse facilities in Gilbert, Arizona and Coopersburg, Pennsylvania as well aslimited warehouse and office space in Arizona, Pennsylvania, Japan, Taiwan and Singapore under operating lease agreements, which expire past 2020. 

Effective January 1, 2019, the Company entered into a sales-leaseback transaction with the holder of the a related-party promissory note payable, wherebythe Company sold and leased back real property in Coopersburg, Pennsylvania, to a related party in full satisfaction of the outstanding principal balance of $1,450,000. The Company recognized a deferred loss of approximately $491,000 classified asother noncurrent assets in the accompanying consolidated balance sheet. The initial lease term extends through December 2028 and requires minimum annual base rent payments in the first year 2019 of approximately $138,000, escalating annually overthe life of the lease. 

Future minimum payments under noncancelable operating leases with initial or remaining terms of one year or more are as follows:

 

Years ending December 31:
  
2020
  $503,000 
2021
   143,000 
2022
   146,000 
2023
   149,000 
2024
   152,000 
Thereafter
   630,000   
 

 
   $1,723,000   
 

 
 
Rent expense (including common area maintenance and rental taxes) under the leases described above totaled approximately$990,000 and $879,000 for the years ended December 31, 2019 and 2018, respectively. 

Related-party rent expense (including common area maintenanceand rental taxes) under the leases described above totaled approximately $138,000 and $0 for the years ended December 31, 2019 and 2018, respectively. 

 
**Note 11.**
**Research and development costs**

Total research and development costs charged to general and administrative expense were approximately $1,619,000 for 2019 and $728,000 for 2018. 

 
**Note 12.**
**Litigation**

In the ordinary course of conducting business, the Company becomes involved in various lawsuits and administrative proceedings. Some of these proceedings mayresult in fines, penalties or judgments being 

 
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assessed against the Company which, from time to time, may have an impact on earnings. Management does not currently believe that any potential liability in excess of amounts accrued,individually or in the aggregate, would have a material adverse effect on its consolidated financial position or results of operations. 

 
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