Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At February ~~3, 2023,~~2, 2024, there were outstanding ~~14,023,534~~14,190,977 shares of Common Stock.

Our discussion and analysis in this Quarterly Report on Form 10-Q ("Quarterly Report"), our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2022~~2023 (the ~~“2022~~“2023 Form 10-K”), our other reports that we file with the ~~Securities and Exchange Commission (the “SEC”),~~SEC, our press releases and in public statements of our officers and corporate spokespersons contain “forward-looking” statements within the meaning of Section 27A of the Securities Act, ~~of 1933, as amended (the “Securities Act”),~~ Section 21E of the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”),~~ and the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our or our officers’ current expectations or forecasts of future ~~events. You can identify these statements by the fact that they do not relate strictly to historical or current~~ events. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. We have tried, wherever possible, to identify such statements by using words such as “may,” “plan,” “anticipate,” “seek,” “will,” “expect,” “intend,” “estimate,” “believe,” “continue,” “predict,” “potential,” “project,” “should,” “would,” “could,” “likely,” “future,” “target,” “forecast,” “goal,” “observe,” and “strategy” or the negative thereof or variations thereon or similar terminology relating to the uncertainty of future events or outcomes. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors. Some factors that could cause actual results to differ materially from those anticipated include, among others, future economic conditions, including changes in the markets in which we operate; changes in demand for our services and products; our revenue and operating performance; difficulties in successfully executing our growth initiatives; difficulties in executing on our strategic initiatives with respect to our material and substrate business segment; our ability to effectively integrate our acquisition of Entrepix, Inc., which we acquired in January 2023; the effects of competition in the markets in which we operate, including the adverse impact of competitive product announcements or new entrants into our markets and transfers of resources by competitors into our markets; the cyclical nature of the semiconductor industry; pricing and gross profit pressures; control of costs and expenses; risks associated with new technologies and the impact on our business; legislative, regulatory, and competitive developments in markets in which we operate; possible future claims, litigation or enforcement actions and the results of any such claim, litigation proceeding, or enforcement action; business interruptions, ~~including those related to the COVID-19 pandemic, the potential impacts of the COVID-19 pandemic, including ongoing logistical and supply chain challenges,~~ and any future pandemic on our business operations, financial results and financial position; the severity, magnitude and duration of the COVID-19 pandemic, including impacts of the pandemic and of businesses’ and governments’ responses to the pandemic on our operations and personnel, including any future Chinese government mandated shutdown in Shanghai; risks of future cybersecurity incidents; adverse developments affecting financial institutions, including bank failures; failure to comply with financial and other covenants under our credit agreement with UMB Bank; and other circumstances and risks identified in this Quarterly Report or referenced from time to time in our filings with the SEC. The occurrence of the events described, and the achievement of expected results, depend on many events, some or all of which are not predictable or within our control. These and many other factors could affect Amtech’s future operating results and financial condition and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by Amtech or on its behalf.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our or our officers’ current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to certain risks and uncertainties. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Annual Report on Form 10-K will in fact transpire or prove to be accurate. You should not place undue reliance on these forward-looking ~~statements. We cannot guarantee that any forward-looking statement will be realized, although we believe that the expectations reflected in the forward-looking~~ statements, ~~are reasonable~~which speak only as of the date of this Quarterly Report. Achievement of future results is subject to events out of our control, risks, uncertainties and potentially inaccurate assumptions. The 2022 Form 10-K listed various important factors that could affect Amtech’s future operating results and financial condition and could cause actual results to differ materially from historical results and expectations based on forward-looking statements made in this document or elsewhere by Amtech or on its behalf. These factors can be found under the heading “Item 1A. Risk Factors” in our 2022 Form 10-K and investors should refer to them as well as the additional risk factors identified in this Quarterly Report. Because it is not possible to predict or identify all such factors, any such list cannot be considered a complete set of all potential risks or uncertainties.they were made.

The Company undertakes no obligation to update or publicly revise any forward-looking statement whether as a result of new information, future developments or ~~otherwise.~~otherwise after the date of this Annual Report on Form 10-K. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this ~~paragraph.~~cautionary statement. You are advised, however, to consult any further disclosures we make on related subjects in our subsequently filed Form 10-Q and Form 8-K reports and our other filings with the SEC. ~~As noted above,~~Also note that we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business under “Item 1A. Risk Factors” of ~~our 2022~~this Annual Report on Form 10-K. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand it is not possible to predict or identify all such factors.

Unless the context indicates otherwise, the terms “Amtech,” the “Company,” “we,” “us” and “our” refer to Amtech Systems, Inc., an Arizona corporation, together with its subsidiaries.


	December 31, 2022			September 30, 2022			December 31, 2023			September 30, 2023
Assets	(Unaudited)						(Unaudited)
Current Assets
Cash and cash equivalents	$	44,534		$	46,874		$	17,033		$	13,133
Accounts receivable (less allowance for doubtful accounts of $147 and $114 at December 31, 2022 and September 30, 2022, respectively)		21,785			25,013
Accounts receivable (less allowance for credit losses of $83 and $146 at December 31, 2023 and September 30, 2023, respectively)								21,403			26,474
Inventories		28,236			25,488			34,030			34,845
Income taxes receivable								664			632
Other current assets		4,890			5,561			5,061			6,105
Total current assets		99,445			102,936			78,191			81,189
Property, Plant and Equipment - Net		6,451			6,552			9,353			9,695
Right-of-Use Assets - Net		10,832			11,258			10,541			11,217
Intangible Assets - Net		733			758			4,526			6,114
Goodwill		11,168			11,168			21,261			27,631
Deferred Income Taxes - Net		114			79			126			101
Other Assets		794			783			1,044			1,074
Total Assets	$	129,537		$	133,534		$	125,042		$	137,021

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	6,835		$	7,301		$	8,545		$	10,815
Accrued compensation and related taxes		2,923			4,109			2,652			3,481
Accrued warranty expense								791			965
Other accrued liabilities		2,722			1,771			1,461			1,551
Current maturities of finance lease liabilities and long-term debt		71			107			934			2,265
Current portion of long-term operating lease liabilities		2,134			2,101			2,292			2,623
Contract liabilities		6,955			7,231			9,518			8,018
Income taxes payable		19			6
Total current liabilities		21,659			22,626			26,193			29,718
Finance Lease Liabilities and Long-Term Debt		59			220			9,197			8,422
Long-Term Operating Lease Liabilities		8,937			9,395			8,598			8,894
Income Taxes Payable		2,551			2,849			1,384			1,575
Other Long-Term Liabilities		93			76			49			47
Total Liabilities		33,299			35,166			45,421			48,656
Commitments and Contingencies (Note 7)
Commitments and Contingencies (Note 10)
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
Common stock; $0.01 par value; 100,000,000 shares authorized; shares issued and outstanding: 14,190,977 and 14,185,977 at December 31, 2023 and September 30, 2023, respectively								142			142
Additional paid-in capital		124,656			124,458			127,308			126,963
Accumulated other comprehensive loss		(1,351	)		(1,767	)		(1,426	)		(1,695	)
Retained deficit		(27,207	)		(24,463	)		(46,403	)		(37,045	)
Total Shareholders’ Equity		96,238			98,368			79,621			88,365
Total Liabilities and Shareholders’ Equity	$	129,537		$	133,534		$	125,042		$	137,021

The accompanying notes are an integral part of these condensed consolidated financial statements.


	Three Months Ended December 31,						Three Months Ended December 31,
	2022			2021			2023			2022
Revenues, net	$	21,558		$	26,463		$	24,920		$	21,558
Cost of sales		13,255			16,565			15,852			13,255
Intangible asset impairment								849			—
Gross profit		8,303			9,898			8,219			8,303

Selling, general and administrative		9,190			7,086			8,567			9,190
Research, development and engineering		1,393			1,572			1,588			1,393
Goodwill impairment								6,370			—
Intangible asset impairment								430			—
Severance expense		400			—			198			400
Operating (loss) income		(2,680	)		1,240
Interest expense and other, net		(68	)		(83	)
(Loss) income before income tax provision		(2,748	)		1,157
Income tax (benefit) provision		(4	)		160
Net (loss) income	$	(2,744	)	$	997
(Loss) Income Per Share:
Net (loss) income per basic share	$	(0.20	)	$	0.07
Net (loss) income per diluted share	$	(0.20	)	$	0.07
Operating loss								(8,934	)		(2,680	)
Interest income								19			290
Interest expense								(198	)		(2	)
Foreign currency loss								(187	)		(347	)
Other								-			(9	)
Loss before income tax provision								(9,300	)		(2,748	)
Income tax provision (benefit)								58			(4	)
Net loss							$	(9,358	)	$	(2,744	)
Loss Per Share:
Net loss per basic share							$	(0.66	)	$	(0.20	)
Net loss per diluted share							$	(0.66	)	$	(0.20	)
Weighted average shares outstanding:
Basic		14,008			14,254			14,188			14,008
Diluted		14,008			14,485			14,188			14,008

The accompanying notes are an integral part of these condensed consolidated financial statements.


	Common Stock						Treasury Stock									Accumulated Other						Total
	Shares			Par Value			Shares			Cost			Additional Paid- In Capital			Comprehensive Income (Loss)			Retained Deficit			Shareholders' Equity
Balance at September 30, 2021		14,304		$	143			—		$	—		$	126,380		$	14		$	(40,903	)	$	85,634
Net income		—			—			—			—			—			—			997			997
Translation adjustment		—			—			—			—			—			237			—			237
Stock compensation expense		—			—			—			—			103			—			—			103
Repurchase of treasury stock		—			—			(291	)		(2,713	)		—			—			—			(2,713	)
Retirement of treasury stock		(291	)		(3	)		291			2,713			(2,122	)		—			(588	)		—
Stock options exercised		12			—			—			—			69			—			—			69
Balance at December 31, 2021		14,025		$	140			—		$	—		$	124,430		$	251		$	(40,494	)	$	84,327
																									Common Stock						Accumulated Other						Total
																									Shares		Par Value		Additional Paid- In Capital		Comprehensive Income (Loss)			Retained Deficit			Shareholders' Equity
Balance at September 30, 2022		13,994		$	140			—		$	—		$	124,458		$	(1,767	)	$	(24,463	)	$	98,368			13,994	$	140	$	124,458	$	(1,767	)	$	(24,463	)	$	98,368
Net loss		—			—			—			—			—			—			(2,744	)		(2,744	)		—		—		—		—			(2,744	)		(2,744	)
Translation adjustment		—			—			—			—			—			416			—			416			—		—		—		416			—			416
Stock compensation expense		—			—			—			—			164			—			—			164			—		—		164		—			—			164
Stock options exercised		9			—			—			—			34			—			—			34			9		—		34		—			—			34
Balance at December 31, 2022		14,003		$	140			—		$	—		$	124,656		$	(1,351	)	$	(27,207	)	$	96,238			14,003	$	140	$	124,656	$	(1,351	)	$	(27,207	)	$	96,238


Balance at September 30, 2023																										14,186	$	142	$	126,963	$	(1,695	)	$	(37,045	)	$	88,365
Net loss																										—		—		—		—			(9,358	)		(9,358	)
Translation adjustment																										—		—		—		269			—			269
Stock compensation expense																										—		—		317		—			—			317
Stock options exercised																										5		—		28		—			—			28
Balance at December 31, 2023																										14,191	$	142	$	127,308	$	(1,426	)	$	(46,403	)	$	79,621

The accompanying notes are an integral part of these condensed consolidated financial statements.


	Three Months Ended December 31,						Three Months Ended December 31,
	2022			2021			2023			2022
Operating Activities
Net (loss) income	$	(2,744	)	$	997
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Net loss							$	(9,358	)	$	(2,744	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		388			430			852			388
Write-down of inventory		48			120			572			48
Goodwill impairment								6,370			—
Intangible asset impairment								1,279			—
Deferred income taxes		(35	)		—			(25	)		(35	)
Non-cash stock compensation expense		164			103
Provision for (reversal of) allowance for doubtful accounts		35			(19	)
Non-cash share-based compensation expense								317			164
Loss on sale of property, plant and equipment								20			—
(Reversal of) provision for allowance for credit losses								(42	)		35
Changes in operating assets and liabilities:
Accounts receivable		3,194			(2,683	)		5,114			3,194
Inventories		(2,796	)		(2,161	)		223			(2,796	)
Other assets		1,106			(207	)		1,783			1,106
Accounts payable		(643	)		1,979			(1,661	)		(643	)
Accrued income taxes		(284	)		968			(222	)		(284	)
Accrued and other liabilities		(665	)		140			(1,751	)		(665	)
Contract liabilities		(276	)		2,822			1,500			(276	)
Net cash (used in) provided by operating activities		(2,508	)		2,489
Net cash provided by (used in) operating activities								4,971			(2,508	)
Investing Activities
Purchases of property, plant and equipment		(224	)		(45	)		(756	)		(224	)
Net cash used in investing activities		(224	)		(45	)		(756	)		(224	)
Financing Activities
Proceeds from the exercise of stock options		34			69			28			34
Repurchase of common stock		—			(2,713	)
Payments on long-term debt		(14	)		(97	)		(556	)		(14	)
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	)
Net cash (used in) provided by financing activities								(528	)		20
Effect of Exchange Rate Changes on Cash and Cash Equivalents								213			372
Net Increase (Decrease) in Cash and Cash Equivalents								3,900			(2,340	)
Cash and Cash Equivalents, Beginning of Period		46,874			32,836			13,133			46,874
Cash, Cash Equivalents and Restricted Cash, End of Period	$	44,534		$	32,714
Cash and Cash Equivalents, End of Period							$	17,033		$	44,534
Supplemental Cash Flow Information:
Income tax payments, net	$	378		$	629		$	280		$	378
Interest paid	$	2		$	75		$	195		$	2

The accompanying notes are an integral part of these condensed consolidated financial statements.

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 cleaning, and related consumables used in fabricating semiconductor devices, such as silicon carbide ~~(“SiC”~~("SiC") and silicon power devices, analog and discrete devices, electronic assemblies and light-emitting diodes ~~(“LEDs”~~("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,~~2023, 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.~~2023.

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,~~2023, 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.

Accounts Receivable and Allowance for Credit Losses – Accounts receivable are recorded at the sales price of products sold to customers on trade credit terms. We establish a valuation allowance to reflect our best estimate of expected losses inherent in our accounts receivable balance. The allowance is based on our evaluation of the aging of the receivables, historical write-offs, the current economic environment and communications with the customer. We write off individual accounts against the allowance when we no longer believe that it is probable that we will collect the receivable because we become aware of a customer’s inability to meet its financial obligations.

Intangible Assets– Intangible assets acquired in business combinations are capitalized and subsequently amortized on a straight-line basis over their estimated useful life. We regularly perform reviews to determine if facts and circumstances exist which indicate that the useful lives of our intangible assets are shorter than originally estimated

or the carrying amount of these assets may not be recoverable. When indicators exist, recoverability of assets is measured by a comparison of the carrying value of the asset group to the estimated undiscounted future net cash flows expected to be generated by the asset group. If the asset group is determined not to be recoverable, the Company performs an analysis of the fair value of the individual long-lived assets and will recognize an impairment loss when the fair value is less than the carrying value of such long-lived assets. Patent costs consist primarily of legal and filing fees incurred to file patents on proprietary methods and technology we developed. Patent costs are expensed when incurred, as they are insignificant. Additional information on impairment testing of intangible assets can be found in Notes 1 and 9 of our Annual Report on Form 10-K for the year ended September 30, 2023.

In the first quarter of fiscal year 2024, we recorded an impairment of definite lived intangible assets in our Material and Substrate segment. See Note 7 for a description of the facts and circumstances leading to the intangible asset impairment.

Goodwill – Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is not subject to amortization but is tested for impairment annually or when it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If it is concluded that there is impairment, we would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value (although the loss would not exceed the total amount of goodwill allocated to the reporting unit). Additional information on impairment testing of goodwill can be found in Notes 1 and 10 of our Annual Report on Form 10-K for the year ended September 30, 2023.

In the first quarter of fiscal year 2024, we recorded an impairment of goodwill in our Material and Substrate segment. See Note 7 for a description of the facts and circumstances leading to goodwill impairment.

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 and deferred revenue as of December 31, ~~2022~~2023 and September 30, ~~2022. Of the~~2023.

The following is a summary of activity for contract liabilities, in thousands:


	Three Months Ended December 31,
	2023			2022
Beginning balance	$	8,018		$	7,231
New deposits		2,823			727
Deferred revenue		3			—
Revenue recognized		(1,326	)		(568	)
Adjustment		—			(435	)
Ending balance	$	9,518		$	6,955

As of December 31, 2023, we had approximately $~~7.2~~50.0 million of remaining performance obligations, which included recognized contract liabilities ~~recorded at~~as well as amounts to be invoiced and recognized in future periods. As of September 30, ~~2022,~~2023, we had approximately $~~0.6~~51.8 million ~~was recorded as revenue for~~of remaining performance obligations. The orders included in our remaining performance obligations are expected to ship within the ~~three months ended December 31, 2022.~~next twelve months.

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.recognized. 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,~~2023, we cannot guarantee that we will continue to experience a similar level of predictability ~~with regard to~~regarding 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~~was $0.8 million at December 31, 2023 and $1.0 million at September 30, 2023.

The following is a summary of activity in ~~all periods presented and is included~~accrued warranty expense, in ~~other accrued liabilities on the Condensed Consolidated Balance Sheets.~~thousands:


	Three Months Ended December 31,
	2023			2022
Beginning balance	$	965		$	871
Additions for warranties issued during the period		22			50
Costs incurred during the period		(8	)		(28	)
Changes related to pre-existing warranties		(188	)		(60	)
Ending balance	$	791		$	833

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~~0.5 million and $~~1.2~~0.6 million for the three months ended December 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

Concentrations of Credit Risk – Our customers ~~consist~~are primarily manufacturers of semiconductor ~~manufacturers worldwide, as well as the lapping~~substrates and ~~polishing marketplace.~~devices and electronic assemblies. 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~~2023, two Semiconductor segment ~~customer~~customers individually represented 1415% and 13% of accounts receivable. As of September 30, ~~2022, one~~2023, two Semiconductor segment ~~customer~~customers individually represented 1217% and 17% of accounts receivable.

We maintain our cash and cash equivalents in multiple financial institutions. Balances in the United States, which account for approximately 8380% and 8456% of total cash balances as of December 31, ~~2022~~2023 and September 30, ~~2022,~~2023, 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.~~FDIC as well as a money market account. The remainder of our cash is maintained with financial institutions with reputable credit in China, the United Kingdom, Singapore, 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 912 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.

Fair Value of Financial Instruments – We group our financial assets and liabilities measured at fair value on a recurring basis into three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1 – Valuation is based upon quoted market price for identical instruments traded in active markets.

Level 2 – Valuation is based on quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. Valuation techniques include use of discounted cash flow models and similar techniques.

It is our policy to use observable inputs whenever reasonably practicable in order to minimize the use of unobservable inputs when developing fair value measurements. When available, we use quoted market prices to measure fair value. If market prices are not available, the fair value measurement is based on models that use primarily market-based parameters including interest rate yield curves, option volatilities and currency rates. In certain cases, where market rate assumptions are not available, we are required to make judgments about assumptions market participants would use to estimate the fair value of a financial instrument. Changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect current or future valuations.

Cash, Cash Equivalents and Restricted Cash – Included in cash and cash equivalents and restricted cash in the Consolidated Balance Sheets are money market funds and time deposit accounts. Cash equivalents are classified as Level 1 in the fair value hierarchy.

Receivables and Payables – The recorded amounts of these financial instruments, including accounts receivable and accounts payable, approximate their fair value because of the short maturities of these instruments.

Debt – The carrying value of debt under our amended Loan Agreement is based on a floating per annum rate of interest equal to the Prime Rate, adjusted daily, plus a margin. At December 31, 2023, the carrying value of the Company's total debt was $10.0 million, which approximates fair value. The fair value for the amended Loan Agreement was estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and is therefore classified as Level 2 in the fair value hierarchy.

Impact of Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which enhances the transparency and decision usefulness of income tax disclosures. Adjustments to the annual disclosure of income taxes include: a tabular rate reconciliation comprised of eight specific categories. Incomes taxes paid, disaggregated between significant federal, state, and foreign jurisdictions. Eliminating requirements to disclose the nature and estimate of reasonably possible changes to unrecognized tax benefits in the next 12 months or that an estimated range cannot be made. Adds a requirement to disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) from continuing operations disaggregated between domestic and foreign. The ASU is effective for public business entities for fiscal years beginning on or after December 15, 2024, with early adoption permitted. The amendments in ASU 2023-09 should be applied on a prospective basis. Retrospective application is permitted. This ASU is not expected to have a material effect on our financial condition or results of operations.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The ASU is effective for public business entities for fiscal years beginning after December 15, 2023, and for interim reporting periods within fiscal years beginning after December 15, 2024. Early adoption permitted. The amendments in ASU 2023-07 should be applied retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this guidance will have on our consolidated financial statements.

There were no other new accounting pronouncements issued or effective as of December 31, ~~2022~~2023 that had or are expected to have a material impact on our consolidated financial statements.

~~Correction~~2. Long-Term Debt

Our finance lease liabilities and long-term debt consists of ~~Immaterial Misstatements~~the following, in thousands:


	December 31, 2023			September 30, 2023
Revolving credit facility	$	5,613		$	—
Term loan		4,423			10,573
Finance leases		95			114
Total		10,131			10,687
Less: current portion of finance lease liabilities and long-term debt		(934	)		(2,265	)
Finance Lease Liabilities and Long-Term Debt	$	9,197		$	8,422

Interest expense on finance lease liabilities and long-term debt was $0.2 million and less than $0.1 million for the three months ended December 31, 2023 and 2022, respectively.

~~During~~Loan and Security Agreement

On January 17, 2023, we entered into a Loan and Security Agreement (the “Loan Agreement”) 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 ~~preparation~~“Borrowers”) and UMB Bank, N.A., national banking association (the “Lender”). The Loan Agreement 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. The recorded amount of the Term Loan has an interest rate of 6.38%. The Revolver has a floating per annum rate of interest equal to the Prime Rate, adjusted daily. Under the Loan Agreement, we are required to pay a non-utilization fee equal to 0.125% of any unused portion of the Revolver in excess of any letter of credit obligations.

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 Loan Agreement 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 Loan Agreement additionally contains financial covenants such that, as of the end of each of their 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 Loan Agreement) for such fiscal quarter, of not greater than 1.50 to 1.00, through December 31, 2024, based on a building four quarters (as described in the Loan Agreement), 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 Loan Agreement) minus the sum of all income taxes paid in cash plus cash dividends/distributions plus maintenance Capital Expenditures (as defined in the Loan Agreement) plus management fees paid in cash, to (b) the sum for such fiscal quarter of (1) Interest Charges (as defined in the Loan Agreement) plus (2) required payments of principal on Debt (as defined in the Loan Agreement) (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 four quarters (as described in the Loan Agreement), 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.

At September 30, 2023, we were not in compliance with the Debt to EBITDA and Fixed Charge Coverage Ratio financial covenants under our Loan Agreement. On December 5, 2023, we entered into a Forbearance & Modification Agreement (the “Forbearance Agreement”) with UMB Bank related to such non-compliance, pursuant to which UMB Bank agreed to forbear from exercising its rights and remedies available to it as a result of such defaults. We will be operating under the terms of such Forbearance Agreement through January 17, 2025 (the “Forbearance Period”).

The Forbearance Agreement also amends the Loan Agreement to, among other things, (i) increase the availability under the revolving line of credit from $8.0 million to $14.0 million (the "Revolver"), and (ii) reduce the term loan commitment from $12.0 million to $4.4 million (the “Term Loan”). The Revolver maturity date was extended one year to January 17, 2025 and the Term Loan maturity date was extended one year to January 17, 2029. Both the Revolver and the Term Loan have a floating per annum rate of interest equal to the Prime Rate, adjusted daily, plus the Applicable Margin (as such terms are defined in the Loan Agreement). We are required to pay a non-utilization fee equal to 0.125% of any unused portion of the Revolver in excess of any letter of credit obligations. As of September 30, 2023, no amounts were borrowed against the Revolver and there were no letters of credit outstanding. As of the effective date of the Forbearance Agreement, $10.0 million will be drawn under the Loan Agreement, which includes $4.4 million under the Term Loan and $5.6 million under the Revolver. As of December 31, 2023, $5.6 million was

borrowed against the Revolver, and there was an outstanding letter of credit in the amount of $0.3 million. In January 2024, we made a $2.0 million principal payment on the Revolver.

Future borrowings, if any, under the Loan Agreement are subject to, among other things, having sufficient unencumbered Eligible Accounts, Eligible Foreign Accounts and Eligible Inventory (as such terms are defined in the Loan Agreement) to meet the borrowing base requirements included in the amended Loan Agreement.

Under the amended Loan Agreement, the Company is required to comply with the following financial covenants:

•

Maintaining, on a consolidated basis, a minimum EBITDA (as defined in the Loan Agreement) through the fiscal year ending September 30, 2024, measured on a quarterly basis (the “Minimum EBITDA Covenant”). The Minimum EBITDA Covenant amount increases each quarter during such period. At December 31, 2023, we were in compliance with the Minimum EBITDA Covenant for such period (not less than negative EBITDA of $1.2 million), with actual positive EBITDA of $0.2 million for such period. The Minimum EBITDA Covenant replaced the Senior Debt to EBITDA covenant set forth in the original Loan Agreement.

•

As of the end of each of the Company’s fiscal years, commencing for the fiscal year ending September 30, 2024, the Company must maintain a ratio of (a) the total for such fiscal year of EBITDAR (as defined in the Loan Agreement) minus the sum of all income taxes paid in cash plus cash dividends/distributions plus maintenance Capital Expenditures (as defined in the Loan Agreement) plus management fees paid in cash, to (b) the sum for such fiscal quarter of (1) Interest Charges (as defined in the Loan Agreement) plus (2) required payments of principal on Debt (as defined in the Loan Agreement) (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 trailing four (4) quarter basis (the “Fixed Charge Coverage Ratio Covenant”). Prior to entering into the Forbearance Agreement, this covenant was measured as of the end of each of the Company’s fiscal quarters, beginning March 31, 2023.

•

As of the end of each of the Company’s fiscal quarters, commencing March 31, 2023, the Company must maintain a consolidated working capital of current assets (excluding related party receivables and prepaid expenses) minus current liabilities of at least $35.0 million. This financial covenant is unchanged in the Forbearance Agreement.

If the Lender does not extend the Forbearance Period or otherwise grant a waiver in the future for the covenant defaults described above, an event of default under the Loan Agreement would exist. To the extent the Lender so elects, the outstanding indebtedness under the Loan Agreement could be accelerated following the expiration of any applicable cure periods, causing such debt to be immediately due and payable. In addition, should the Company default in its obligation to comply with any of the covenants described immediately above during the Forbearance Period, an event of default would then exist, and, absent a further forbearance agreement or waiver granted by the Lender, the Lender would have the right to accelerate the indebtedness following the expiration of any applicable cure periods, causing such debt to be immediately due and payable. Both of the foregoing events would also result in the termination of all commitments to extend further credit under the Loan Agreement. There is no guarantee we will have sufficient liquidity to repay our outstanding debt under the Loan Agreement in full if such debt were accelerated. As of December 31, 2023, we had $17.0 million in cash and cash equivalents, and $10.0 million in debt under the Loan Agreement. If we are unable to pay such debt as it comes due, or obtain waivers for such payments, our Lender could foreclose on the assets securing such debt. These events could materially adversely affect our business, results of operations and financial condition.

Finance Lease Obligations

Our finance lease obligations totaled $0.1 million as of December 31, 2023 and September 30, 2023.

The current and long-term portions of our finance leases are included in the current and long-term portions of finance lease liabilities and long-term debt in the table above and in our Condensed Consolidated Balance Sheets as of December 31, 2023 and September 30, 2023. Further, see Note 6 for additional information.

3. Acquisition

Entrepix Merger

On January 17, 2023 (the “Closing Date”), the Company 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. Entrepix’s CMP technology portfolio and water cleaning equipment will complement our existing substrate polishing and wet process chemical offerings. Pursuant to the terms and conditions of the Agreement and Plan of Merger dated January 17, 2023 (the “Merger Agreement”), Emerald Merger Sub, Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), merged with and into Entrepix (the “Merger”), resulting in Entrepix surviving the Merger and becoming a wholly-owned subsidiary of the Company (the “Acquisition” or “Transaction”).

On the Closing Date, in connection with the Merger Agreement and in contemplation of the Transaction, the Company entered into a Loan and Security Agreement with UMB Bank, N.A., under which the Lender provided the Company with (i) a $12.0 million term loan maturing January 17, 2028, and (ii) an $8.0 million revolving loan facility maturing January 17, 2024 (see Note 2). The proceeds of the Term Loan were used to partially fund the Transaction.

The Acquisition is accounted for using the acquisition method of accounting for business combinations under FASB Accounting Standard Codification Topic No. 805, Business Combinations (“ASC 805”), with Amtech representing the accounting acquirer under this guidance. The Company elected to apply pushdown accounting per ASC 805-50-50-5.

Summary of Consideration Transferred

The total consideration for the Acquisition was $39.2 million, consisting of $35.2 million cash consideration to the sellers and $4.0 million cash paid for debt and Entrepix transaction costs.

Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Such assets include synergies the Company expects to achieve, such as deeper penetration into an overlapping customer base, complementary product offerings, and cost redundancy reductions. In accordance with the measurement principles in FASB Accounting Standard Codification Topic No. 820, Fair Value Measurement, the purchase consideration for the Acquisition has been allocated under the acquisition method of accounting to the estimated fair market value of the net assets acquired, including a residual amount of goodwill, none of which is deductible for tax purposes. Amtech’s acquisition costs incurred were $2.5 million as of the year ended September 30, 2023, and were recorded as “Selling, general and administrative expenses” in the accompanying Condensed

Consolidated Statements of Operations. The following table summarizes the provisional fair values assigned to identifiable assets acquired and liabilities assumed, in thousands:


	January 17, 2023		Measurement Period Adjustments			September 30, 2023
Fair value of total cash consideration transferred	$	39,787	$	(560	)	$	39,227
Estimated fair value of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	4,289	$	—		$	4,289
Accounts receivable, net		5,681		203			5,884
Inventories		5,683		—			5,683
Other current assets		179		—			179
Property, plant, and equipment		2,051		(11	)		2,040
Right-of-use assets		2,246		—			2,246
Intangible assets		12,800		800			13,600
Goodwill		18,089		(1,626	)		16,463
Other assets		31		49			80
Total assets acquired		51,049		(585	)		50,464
Accounts payable		1,574		—			1,574
Other accrued liabilities		1,170		824			1,994
Contract liabilities		1,662		287			1,949
Income taxes payable		1,447		(462	)		985
Current portion of long-term operating lease liabilities		515		—			515
Long-term operating lease liabilities		1,730		—			1,730
Deferred tax liability		3,164		(674	)		2,490
Total liabilities assumed		11,262		(25	)		11,237
Net assets acquired	$	39,787	$	(560	)	$	39,227

The establishment of the allocation to goodwill requires the extensive use of accounting estimates and management judgment. In accordance with ASC 805, the Company has up to one year from the acquisition date (referred to as the measurement period) to account for changes in the fair values of the identifiable assets acquired and the liabilities assumed in the acquired entity. As of the issuance 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 periodquarter ended December 31, ~~2021,~~2023, the Company has not finalized its calculation of deferred tax assets or liabilities, income taxes payable, and the ~~three and six-month periods ended March 31, 2022, which resulted~~resulting adjustments to goodwill. The tax-related items will be finalized pending a consolidated analysis of the combined tax attributes of the Acquisition. If a change in ~~overstatements~~any of ~~revenue and selling, general and administrative expenses for those periods.~~

~~In accordance with Staff Accounting Bulletin No. 99, “Materiality,”~~these items is identified during the measurement period, the Company ~~evaluated~~will record the ~~misstatements and determined that the related~~cumulative 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~~measurement period adjustments in the ~~condensed consolidated statements of operations, or~~period the ~~condensed consolidated balance sheets or the condensed consolidated statements of cash flows for any of those periods.~~adjustment is identified.

~~A summary~~The fair value associated with acquired intangible assets and their associated weighted-average amortization periods consist of the ~~corrections to previously reported condensed consolidated statements of operations is as follows:~~following, in thousands:

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


	Classification of Amortization	Amount		Weighted-Average Amortization Period
Developed technology	Cost of sales	$	6,700	5.0 years
Customer relationships	Selling, general and administrative		2,800	10.0 years
Backlog	Selling, general and administrative		2,100	1.0 year
Trade names	Selling, general and administrative		1,800	10.0 years
Noncompetition agreements	Selling, general and administrative		200	5.0 years
Total intangible assets		$	13,600	6.1 years

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

Unaudited Pro Forma Financial Information

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

The following unaudited pro forma financial information presents the combined results of operations of Amtech and Entrepix, in thousands, as if the acquisition occurred on October 1, 2021. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on the date indicated or of results that may occur in the future.


	Three Months Ended December 31,
	2022
Revenues, Net	$	29,155
Net Loss	$	(3,136	)

The unaudited pro forma financial information presented above include the following adjustments:

3 Months Ended December 31, 2022

•

incremental amortization expense on intangible assets acquired of $1.4 million for the three months ended December 31, 2022; and

•

incremental interest expense on the Term Loan of $0.1 million for the three months ended December 31, 2022.

The unaudited pro forma financial information includes adjustments to align accounting policies, which were materially similar to the Company’s accounting policies. Any differences in accounting policies were adjusted to reflect the accounting policies of the Company in the unaudited pro forma financial information presented.

2.4. 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. Dilutive potential common shares include outstanding restricted stock units (“RSUs”) and stock options. 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~~2023 and ~~2021,~~2022, options for ~~259,000~~489,000 and ~~47,000~~259,000 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


	Three Months Ended December 31,
	2023			2022
Numerator:
Net loss	$	(9,358	)	$	(2,744	)

Denominator:
Weighted-average shares used to compute basic EPS		14,188			14,008
Dilutive potential common shares due to stock options (1)		—			—
Dilutive potential common shares due to RSUs (1)		—			—
Weighted-average shares used to compute diluted EPS		14,188			14,008

Loss per share:
Net loss per basic share	$	(0.66	)	$	(0.20	)
Net loss per diluted share	$	(0.66	)	$	(0.20	)

(1)

The number of common stock equivalents is calculated using the treasury method and the average market price during the period.

4.6. 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, 2022		September 30, 2022		December 31, 2023		September 30, 2023
Assets
Right-of-use assets - operating	$	10,832	$	11,258	$	10,541	$	11,217
Right-of-use assets - finance		131		149		110		123
Total right-of-use assets	$	10,963	$	11,407	$	10,651	$	11,340
Liabilities
Current
Operating lease liabilities	$	2,134	$	2,101	$	2,292	$	2,623
Finance lease liabilities		71		71		49		64
Total current portion of long-term lease liabilities		2,205		2,172		2,341		2,687
Long-term
Operating lease liabilities		8,937		9,395		8,598		8,894
Finance lease liabilities		59		76		46		50
Total long-term lease liabilities		8,996		9,471		8,644		8,944
Total lease liabilities	$	11,201	$	11,643	$	10,985	$	11,631

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,					Three Months Ended December 31,
Lease cost	Classification	2022		2021		Classification	2023		2022
Operating lease cost	Cost of sales	$	461	$	197	Cost of sales	$	745	$	461
Operating lease cost	Selling, general and administrative		177		84	Selling, general and administrative		204		177
Operating lease cost	Research, development and engineering		3		—	Research, development and engineering		3		3
Finance lease cost	Cost of sales		1		1	Cost of sales		1		1
Finance lease cost	Selling, general and administrative		18		16	Selling, general and administrative		20		18
Short-term lease cost	Cost of sales		8		—	Cost of sales		—		8
Total lease cost		$	668	$	298		$	973	$	668

Future minimum lease payments under non-cancelable leases as of December 31, ~~2022,~~2023 are as follows, in thousands:


	Operating Leases		Finance Leases		Total		Operating Leases		Finance Leases		Total
Remainder of 2023	$	1,917	$	57	$	1,974
2024		2,158		57		2,215
Remainder of 2024							$	2,317	$	47	$	2,364
2025		997		9		1,006		2,060		21		2,081
2026		871		9		880		1,726		21		1,747
2027		782		3		785		1,107		11		1,118
2028								1,115		2		1,117
Thereafter		7,892		—		7,892		5,146		—		5,146
Total lease payments		14,617		135		14,752		13,471		102		13,573
Less: Interest		3,546		5		3,551		2,581		7		2,588
Present value of lease liabilities	$	11,071	$	130	$	11,201	$	10,890	$	95	$	10,985

Operating lease payments include $~~6.3~~2.3 million related to ~~optional~~options to extend lease ~~extension periods for multiple leases~~terms 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, 2022			September 30, 2022			December 31, 2023			September 30, 2023
Weighted average remaining lease term
Operating leases	12.77 years			12.65 years			7.37 years			7.31 years
Finance leases	2.25 years			2.45 years			2.53 years			2.54 years
Weighted average discount rate
Operating leases		4.17	%		4.17	%		5.55	%		5.50	%
Finance leases		4.17	%		4.17	%		5.03	%		4.91	%

During the fourth quarter of fiscal 2023, we entered into a lease, which has not yet commenced. We expect to record $7.1 million of ROU asset and lease liability upon the commencement of this new lease in the third quarter of fiscal 2024.

5.7. Goodwill and Intangible Assets

The Company accounts for goodwill at acquisition-date fair value and other intangible assets at acquisition-date fair value less accumulated amortization. See Note 1 for a summary of the Company’s policies relating to goodwill and intangible assets.

Intangible Assets

The Company’s intangible assets, net consists of the following, in thousands:


		December 31,			September 30,
	Amortization Period	2023			2023
Backlog	1 year	$	2,100		$	2,100
Customer relationships	6-10 years		4,409			4,409
Developed technology	5 years		6,700			6,700
Noncompetition agreements	5 years		200			200
Trade names	3-15 years		2,679			2,679
			16,088			16,088
Accumulated amortization			(5,094	)		(4,785	)
Less asset impairments:
Backlog			(425	)		(425	)
Customer relationships			(169	)		(119	)
Developed technology			(5,494	)		(4,645	)
Noncompetition agreements			(160	)		—
Trade names			(220	)		—
Intangible assets, net		$	4,526		$	6,114

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of December 31, 2023 is as follows, thousands:


Year ending September 30:	Amount
2024	$	410
2025		546
2026		546
2027		546
2028		519
Thereafter		1,959
Total	$	4,526

The aggregate amortization expense during the three months ended December 31, 2023 and 2022 were $0.3 million and less than $0.1 million, respectively.

During each fiscal year, we periodically assess whether any indicators of impairment existed related to our intangible assets. At the end of December 2023, we identified a triggering event. As a result of the decline in our stock price as of December 31, 2023, our book value materially exceeded our market value. This triggering event indicated we should test the related long-lived assets for impairment in our Material and Substrate segment. We tested each identified asset group within our Material and Substrate segment by first performing a recoverability test, comparing projected undiscounted cash flows from the use and eventual disposition of each asset group to its carrying value. This test indicated that the undiscounted cash flows were not sufficient to recover the carrying value of certain asset groups. We then compared the carrying value of the individual long-lived assets within those asset groups against their fair value in order to determine if impairment existed. Determining the fair value of those asset groups involves the use of significant estimates and assumptions, including projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends, and estimated discount rates based on the asset group's weighted average return on assets, as derived from various methods. The fair value of the intangible assets were estimated using various valuation methodologies, including the multi-period excess earnings method, the relief from royalty method and the distributor method. These fair value measurements fall under Level 3 of the fair value hierarchy. As a result, we recorded a total impairment charge for intangible assets in our Materials and Substrate

segment of $1.3 million during the quarter ended December 31, 2023. This impairment charge relates to developed technology, trade name, customer relationships and non-competition agreements at Entrepix.

Goodwill

The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments, semiconductor, material and substrate. The changes in carrying amount of goodwill allocated to each of the reporting units for the three months ended December 31, 2023 is as follows, in thousands:


	Semiconductor		Material and Substrate			Total Goodwill
Goodwill	$	5,905	$	21,726		$	27,631
Accumulated impairment losses		—		—			—
Balance at September 30, 2023		5,905		21,726			27,631
Goodwill acquired		—		—			—
Impairment of goodwill		—		(6,370	)		(6,370	)
Balance at December 31, 2023	$	5,905	$	15,356		$	21,261
Goodwill	$	5,905	$	21,726		$	27,631
Accumulated impairment losses		—		(6,370	)		(6,370	)
Balance at December 31, 2023	$	5,905	$	15,356		$	21,261

During each fiscal year, we periodically assess whether any indicators of impairment exist which would require us to perform an interim impairment review. At the end of December 2023, we identified a triggering event. As a result of the decline in our stock price as of December 31, 2023, our book value materially exceeded our market value. This triggering event indicated we should test goodwill for impairment. The results of the goodwill impairment test indicated that the book value of our Material and Substrate reporting unit was in excess of the fair value, and, thus, was impaired. There was no impairment of goodwill identified for our Semiconductor reporting unit.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. Our goodwill impairment test uses a weighting of the income approach and the market approach to estimate a reporting unit’s fair value. The income approach is based on a discounted future cash flow analysis that uses certain assumptions including: projections of revenues and expenses and related cash flows based on assumed long-term growth rates and demand trends; expected future investments and working capital requirements to sustain and grow the business; and estimated discount rates based on the reporting unit’s weighted average cost of capital as derived by the Capital Asset Pricing Model and other methods, which includes observable market inputs and other data from identified comparable companies. The same estimates are also used internally for our capital budgeting process, and for long-term and short-term business planning and forecasting. We test the reasonableness of the inputs and outcomes of our discounted cash flow analysis against available comparable market data, and we also perform a reconciliation of our total market capitalization to the estimated fair value of all of our reporting units. The market approach is based on the application of appropriate market-derived multiples selected from (i) comparable publicly-traded companies and/or (ii) the implied transaction multiples derived from identified merger and acquisition activity in the market. Multiples are then selected based on a comparison of the reviewed data to that of the reporting unit and applied to relevant historical and forecasted financial parameters such as levels of revenues, EBITDA, EBIT or other metrics. The calculation of fair value falls under Level 3 of the fair value hierarchy.

If the future performance of these reporting units fall short of our expectations, if there are significant changes in operations due to changes in market conditions or if our stock price continues to decline, we could be required to recognize additional material impairment charges in future periods.

6.9. Equity and Stock-Based Compensation

Stock-based compensation expense was $~~0.2~~0.3 million and $~~0.1~~0.2 million in the three months ended December 31, ~~2022~~2023 and ~~2021,~~2022, 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:~~2023:


	Options			Weighted Average Exercise Price		Options			Weighted Average Exercise Price
Outstanding at beginning of period		589,341		$	8.06		672,924		$	8.76
Granted		111,500			9.27		6,000			6.72
Exercised		(8,875	)		3.80		(5,000	)		5.67
Forfeited		(2,000	)		9.27		(19,075	)		10.09
Outstanding at end of period		689,966		$	8.31		654,849		$	8.73
Exercisable at end of period		451,221		$	7.41		428,143		$	8.53
Weighted average fair value of options granted during the period	$	4.81				$	3.50

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,
	Three Months Ended December 31, 2022			Three Months Ended December 31, 2021			2023			2022
Risk free interest rate		4	%		1	%		4	%		4	%
Expected term	5 years			5 years			5 years			5 years
Dividend rate		—	%		—	%		—	%		—	%
Volatility		56	%		57	%		56	%		56	%

The following table summarizes our RSU activity during the three months ended December 31, 2023:


	Number		Weighted Average Grant Date Fair Value
Nonvested at beginning of year		75,977	$	9.15
Granted		—		—
Released		—		—
Forfeited		—		—
Nonvested at end of period		75,977	$	9.15

~~2022~~2023 Stock Repurchase Plan

On February ~~10, 2022,~~7, 2023, 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.~~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 ~~SEC;~~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. 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.~~2023.

~~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.~~

8.11. 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), polishing and ~~polishing~~cleaning 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,						Three Months Ended December 31,
	2022			2021			2023			2022
Net Revenues:
Semiconductor	$	16,887		$	22,765		$	17,527		$	16,887
Material and Substrate		4,671			3,698			7,393			4,671
	$	21,558		$	26,463		$	24,920		$	21,558
Operating income (loss):
Semiconductor	$	869		$	2,357		$	1,081		$	869
Material and Substrate		633			181			(7,844	)		633
Non-segment related		(4,182	)		(1,298	)		(2,171	)		(4,182	)
	$	(2,680	)	$	1,240		$	(8,934	)	$	(2,680	)


	December 31, 2022		September 30, 2022		December 31, 2023		September 30, 2023
Identifiable Assets:
Semiconductor	$	73,517	$	75,622	$	67,187	$	72,466
Material and Substrate		21,606		22,032		51,287		61,576
Non-segment related*		34,414		35,880		6,568		2,979
	$	129,537	$	133,534	$	125,042	$	137,021

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.

9.12. Major Customers and Foreign Sales

During the three months ended December 31, ~~2022, one~~2023, two Semiconductor segment ~~customer~~customers individually represented 1113% and 12% of our net revenues. During the three months ended December 31, ~~2021,~~2022, one Semiconductor segment customer individually represented 2011% of our net revenues.

Our net revenues were from customers in the following geographic regions:


	Three Months Ended December 31,						Three Months Ended December 31,
	2022			2021			2023			2022
United States		26	%		18	%		43	%		26	%
Canada		8	%		5	%		1	%		8	%
Mexico		6	%		1	%		1	%		6	%
Other		4	%		3	%		1	%		4	%
Total Americas		44	%		27	%		46	%		44	%
China		17	%		20	%		32	%		17	%
Malaysia		4	%		9	%		2	%		4	%
Taiwan		6	%		9	%		4	%		6	%
Other		4	%		9	%		3	%		4	%
Total Asia		31	%		47	%		41	%		31	%
Germany		4	%		10	%		6	%		4	%
Austria		11	%		8	%		0	%		11	%
Other		10	%		8	%		7	%		10	%
Total Europe		25	%		26	%		13	%		25	%
		100	%		100	%		100	%		100	%

~~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.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, ~~2022~~2023 (the ~~“2022~~“2023 Form 10-K”).

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”~~("SiC") and silicon power devices, analog and discrete devices, ~~and~~ electronic assemblies, and ~~modules focusing on enabling technologies for electric vehicles (EV) and clean technology (CleanTech) applications.~~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 segments, based primarily on the ~~industry~~industries they serve: (i) Semiconductor and (ii) Material and Substrate. In our Semiconductor segment, we supply thermal processing equipment, including solder reflow ovens, horizontal diffusion furnaces, and custom high-temp belt furnaces for use by semiconductor, electronics and electro/mechanical assembly manufacturers. Our semiconductor customers are primarily manufacturers of integrated circuits and optoelectronic sensors and discrete ~~(“O-S-D”~~("O-S-D") components used in analog, power and radio frequency ~~(“RF”~~("RF"). In our Material and Substrate segment, we produce wafer cleaning equipment as well as substrate consumables ~~chemicals~~ and ~~machinery~~chemicals 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~~SiC wafers, for power device applications.

The semiconductor industry is cyclical, but not seasonal, and historically has experienced fluctuations. Our revenue is impacted by these broad industry trends.

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 ~~power semiconductor~~Power Semiconductor strategic growth plan leverages our experience, products and capabilities in pursuit of growth, profitability and sustainability. Our core focus areas are:

We anticipate future investments will be required to meet the expected demand from ~~the~~our growing served markets ~~we serve~~ to achieve our revenue growth targets, including investments in research and development as well as capital expenditures, which also includes ~~additional~~further investments in ~~capacity expansion,~~ talent and management information systems. In June 2022, we completed the sale of the real property where our manufacturing facility in Massachusetts is located. In connection with this sale, we entered into a two-year leaseback of the facility. This sale-leaseback transaction resulted in a net cash inflow of

approximately $14.9 million, after repayment of the existing mortgage and settlement of related sale expenses. ~~During the two-year leaseback period,~~In September 2023, we ~~will conduct~~signed a ~~search~~lease for a new ~~manufacturing facility~~location more in line with the needs of our Semiconductor product lines. InThe new location has less square footage as we expand our use of contract manufacturers. We expect to complete the ~~fourth~~move to this new facility in the third quarter of ~~2021, we completed the move of our Shanghai facility to a new location. This new location increases our capacity and allows us to streamline our manufacturing processes, thus reducing our lead times.~~fiscal 2024. In addition, we are evaluating business continuity and resiliency within our operations, our management information systems, and our needs ~~in order~~ to allow for greater efficiencies and to ensure our infrastructure can support our future growth plans. As a capital equipment manufacturer, we will continue to invest in our business to drive future growth.

In addition to 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 complimentary and synergistic acquisition targets in the Semiconductor and SiC growth environments and to execute transactions and integrations to provide for value creating, profitable growth in both the short-term and long-term. On March 3, 2021, we acquired Intersurface Dynamics, a Connecticut-based manufacturer of substrate process chemicals used in various manufacturing processes, including semiconductors, silicon and compound semiconductor wafers, and optics. On January 17, 2023, we acquired Entrepix, an Arizona-based expert in chemical mechanical polishing (CMP) and wafer cleaning. As of the date of the filing of this Quarterly Report, we do not have an agreement to acquire any additional acquisition target.

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 fully reopened on June 1, 2022. After such reopening, the factory was able to operate 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. Given the uncertainty surrounding the COVID-19 pandemic, there can be no assurance that our Shanghai facility will be allowed to remain open on a consistent basis.

On April 12, 2021, we detected a data incident in which attackers acquired data and disabled some of the technology systems used by one of our subsidiaries. Upon learning of the incident, we immediately engaged external counsel and retained a team of third-party forensic, incident response, and security professionals to investigate and determine the full scope of this incident. We also notified law enforcement officials and confirmed that the incident is covered by our insurance. We have completed the investigation of the data incident with assistance from our outside professionals, and indications were that the unauthorized third-party gained access to certain personal information relating to employees and their beneficiaries for some of our operations. There was no indication of any misuse of this information.

Despite this disruption, production continued in our facilities. Our previously disabled subsidiary network is now back up and running securely. Working alongside our security professionals, we were able to bring our subsidiary’s systems online with enhanced security controls. We have deployed an advanced next generation anti-virus and endpoint detection and response tool, as well as Managed Detection & Response services. We remain committed to protecting the security of the personal information entrusted to us and providing high-quality products and service to our customers.

We recorded approximately $1.1 million of expense related to this incident, which is included in selling, general and administrative expenses, during the third quarter of fiscal 2021. The expense is primarily related to third-party service providers, including security professionals as well as legal and response teams. We may make additional investments in the future to further strengthen our cybersecurity. We filed an insurance claim during the fourth quarter of fiscal

2021 related to the incident. During the second quarter of 2022, we signed a final settlement agreement with our insurer resulting in total reimbursement of approximately $0.6 million, which included $0.4 million received during the quarter ended December 31, 2021 and $0.2 million received during the quarter ended March 31, 2022. No portion of the reimbursement remains outstanding as of December 31, 2022.

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


	Three Months Ended December 31,						Three Months Ended December 31,
	2022			2021			2023			2022
Net revenue		100	%		100	%
Revenues, net								100	%		100	%
Cost of sales		61	%		63	%		64	%		61	%
Intangible asset impairment								3	%		—	%
Gross margin		39	%		37	%		33	%		39	%
Selling, general and administrative		43	%		26	%		34	%		43	%
Research, development and engineering		6	%		6	%		6	%		6	%
Goodwill impairment								26	%		—	%
Intangible asset impairment								2	%		—	%
Severance expense		2	%		—	%		1	%		2	%
Operating (loss) income		(12	)%		5	%
Interest expense and other, net		—	%		—	%
(Loss) income before income taxes		(12	)%		5	%
Operating loss								(36	)%		(12	)%
Interest income								—	%		1	%
Interest expense								(1	)%		—	%
Foreign currency loss								(1	)%		(1	)%
Other								—	%		—	%
Loss before income taxes								(38	)%		(12	)%
Income tax provision		—	%		1	%		—	%		—	%
Net (loss) income		(12	)%		4	%
Net loss								(38	)%		(12	)%

Net revenue consists of revenue recognized upon shipment or delivery of equipment. 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, gross profit and operating income can be significantly impacted by the timing of system shipments.


	Three Months Ended December 31,										Three Months Ended December 31,
Segment	2022		2021		Change			% Change			2023		2022		Change		% Change
Semiconductor	$	16,887	$	22,765	$	(5,878	)		(26	)%		17,527	$	16,887	$	640		4	%
Material and Substrate		4,671		3,698		973			26	%		7,393		4,671		2,722		58	%
Total net revenue	$	21,558	$	26,463	$	(4,905	)		(19	)%	$	24,920	$	21,558	$	3,362		16	%

Total net revenue for the three months ended December 31, 2023 and 2022 was $24.9 million and ~~2021 was~~ $21.6 million, ~~and $26.5 million,~~ respectively, ~~a decrease~~an increase of approximately ~~$4.9~~$3.4 million or ~~19%~~16%. Our Semiconductor results for the first quarter of fiscal ~~2023~~2024 reflect ~~a decrease~~increases in ~~production from~~ our ~~Shanghai facility as well as lower~~belt furnace shipments partially offset by decreases in shipments of our horizontal diffusion ~~furnaces.~~furnaces, surface-mount technology (“SMT”), and packaging equipment. We continue to experience softness in shipments of our advanced packaging and SMT equipment, primarily related to a slowdown in global demand in the consumer markets. Material and Substrate revenue increased due to ~~increased shipments~~the addition of ~~consumables resulting from capacity expansion~~Entrepix, effective January 17, 2023, partially offset by a decrease in revenue due to lower sales of our consumable products. Entrepix accounted for

approximately $3.8 million of revenue in the Material and ~~production increases by our customers.~~Substrate segment during the quarter ended December 31, 2023.

New orders booked ~~in the three months ended December 31, 2022 and 2021~~by reportable segment were as follows, dollars in thousands:

Our backlog ~~as of December 31, 2022 and 2021~~by reportable segment was as follows, dollars in thousands:


	December 31,									December 31,
Segment	2022		2021		Change		% Change			2023		2022		Change			% Change
Semiconductor	$	52,209	$	46,921	$	5,288		11	%	$	44,835	$	52,209	$	(7,374	)		(14	)%
Material and Substrate		2,243		1,531		712		47	%		5,144		2,243		2,901			129	%
Total backlog	$	54,452	$	48,452	$	6,000		12	%	$	49,979	$	54,452	$	(4,473	)		(8	)%

As of December 31, ~~2022, three~~2023, one customer of our Semiconductor segment customers individually accounted for ~~28%, 15%~~31% of our backlog. Additionally, one customer of both our Semiconductor and ~~11%~~Material and Substrate segments accounted for 21% of our backlog. No other customer accounted for more than 10% of our backlog as of December 31, ~~2022.~~2023. 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~~Our backlog at any particular point in time is not necessarily representative of actual sales for ~~future~~succeeding periods, nor is backlog any assurance that we will realize profit from completing these orders.

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 business segment were as follows, dollars in thousands:


	Three Months Ended December 31,													Three Months Ended December 31,
Segment	2022		Gross Margin			2021		Gross Margin			Change			2023		Gross Margin			2022		Gross Margin			Change
Semiconductor	$	6,172		37	%	$	8,662		38	%	$	(2,490	)	$	6,159		35	%	$	6,172		37	%	$	(13	)
Material and Substrate		2,131		46	%		1,236		33	%		895			2,060		28	%		2,131		46	%		(71	)
Total gross profit	$	8,303		39	%	$	9,898		37	%	$	(1,595	)	$	8,219		33	%	$	8,303		39	%	$	(84	)

~~Gross profit for the three months ended December 31, 2022 and 2021 was $8.3 million (39% of net revenue) and $9.9 million (37% of net revenue), respectively, a decrease of $1.6 million.~~ Our gross margins can be affected by capacity utilization and the type and volume of machines and consumables sold each quarter. Gross profit for the three months ended December 31, 2023 and 2022 was $8.2 million (33% of net revenue) and $8.3 million (39% of net revenue), respectively, a decrease of $0.1 million. Gross margin on products from our Semiconductor segment ~~was consistent between periods.~~decreased slightly due to changes in our product mix and lower utilization at our Shanghai facility. Gross margin on products from our Material and Substrate segment ~~increased~~decreased compared to the three months ended December 31, ~~2021,~~2022, primarily due to an impairment charge of $0.8 million for intangible assets. Additionally, we had higher ~~consumables~~equipment sales, primarily at Entrepix, which have ~~higher~~lower margins than our ~~equipment,~~consumables, and ~~increased capacity utilization.~~charges for slow-moving inventory. We are experiencing increased material costs across all of our ~~segments and expect this trend to continue through at least the first half of fiscal 2023.~~segments. In response to such increased costs, we continually review our pricing plans and supplier agreements, with the objective of passing these increased costs to our customers where possible; however, we continue to experience pricing pressure from our customers. ~~Additionally,~~We are also exploring partnerships with contract manufacturers, who can leverage their buying power on a larger scale. In the first quarter of fiscal 2024, we ~~have experienced rising~~began making targeted labor ~~costs across our divisions,~~reductions as a result of the shift to contract manufacturing and ~~we expect this trend to continue, as~~ the ~~labor markets~~continuing slowdown in ~~which we operate remain competitive.~~the broader semiconductor industry.

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, 2023 and 2022 ~~and 2021~~ were ~~$9.2~~$8.6 million and ~~$7.1~~$9.2 million, respectively. SG&A ~~increased compared to~~for the ~~prior year quarter due primarily to~~three months ended December 31, 2023 included $1.2 million of additional expense from Entrepix. SG&A for the three months ended December 31, 2022 included $1.4 million of transaction expenses related to the acquisition of Entrepix, Inc.~~, which was completed in the second quarter of fiscal 2023.~~

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. RD&E expenses may vary from period to period depending on the engineering projects in process. Expenses related to engineers working on strategic projects or sustaining engineering projects are recorded in RD&E. However, from time to time we add functionality to our products or develop new products during engineering and manufacturing to fulfill specifications in a customer’s order, in which case the cost of development, along with other costs of the order, are charged to cost of goods sold. Occasionally, 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, 2023 and 2022 ~~and 2021~~ were ~~$1.4~~$1.6 million and ~~$1.6~~$1.4 million, respectively. The ~~decrease~~increase in RD&E in the three month period is due to the timing of purchases related to specific strategic-development projects at our Semiconductor segment. Grants earned are immaterial in all periods presented.

During the quarter ended December 31, 2023, we recognized impairment of our goodwill of $6.4 million at our Material and Substrate segment as a result of a triggering event identified at the end of the quarter.

During the quarter ended December 31, 2023, we recognized impairment of our definite lived intangible assets of $1.3 million at our Material and Substrate segment. As stated above, $0.8 million of this impairment was recorded in cost of goods sold, and the remainder was recorded within operating expenses in the Condensed Consolidated Statement of Operations.

We recorded severance expense of $0.2 million and $0.4 million in the three months ended December 31, ~~2022. This one-time charge~~2023 and 2022, respectively. For the three months ended December 31, 2023, the amount relates to staff reductions in our Semiconductor and Material and Substrate segments. For the three months ended December 31, 2022, the amount relates to the retirement of our ~~founder, Mr. J.S. Whang. There was no severance expense recorded in the three months ended December 31, 2021.~~founder.

Our effective tax rate was ~~0.1%~~(0.6%) and ~~13.8%~~0.1% for the three months ended December 31, ~~2022~~2023 and ~~2021,~~2022, respectively. The effective tax rate for the three months ended December 31, ~~2022~~2023 differs from the U.S. statutory tax rate of 21% primarily due to ~~higher state taxes partially offset by lower taxes in foreign jurisdictions.~~losses for which no tax benefit can be recognized. For the three months ended December 31, ~~2022~~2023 and ~~2021,~~2022, we recorded income tax expense of $58,000 and 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.

Generally accepted accounting principles of the United States ~~("GAAP"~~(“GAAP”) 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. Based on the consideration 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 U.S. 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 and tax credits that are carried forward.

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.

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

~~Cash~~A summary of our cash position as of December 31, 2023 and ~~Cash Flow~~September 30, 2023, is as follows, in thousands, except working capital ratio:

The ~~decrease~~increase in cash and cash equivalents from September 30, ~~2022~~2023 of ~~$2.3~~$3.9 million was primarily due to ~~the net loss in the current year period, as we incurred $1.4 million in acquisition-related expenses.~~increased customer down payments and collections from customers. We maintain a portion of our cash and cash equivalents in Renminbis, a Chinese currency, at our operations in China; therefore, changes in the exchange rates have an impact on our cash balances. Our working capital was ~~$77.8~~$52.0 million as of December 31, ~~2022~~2023 and ~~$80.3~~$51.5 million as of September 30, ~~2022.~~2023. The ~~decrease~~increase in working capital was primarily due to the ~~decrease~~increase in cash as well as a decrease in accounts receivable, as we collected customer payments that were not offset with new receivables. Our ratio of current assets to current liabilities was 4.6:1 as of December 31, 2022, and 4.5:1 as of September 30, 2022.cash.

During periods of weakening demand, we typically generate cash from operating ~~activities.~~activities, which we may decide to reinvest in our business via strategic projects. Conversely, we are more likely to use operating cash flows for working capital requirements during periods of higher growth. ~~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, the incurrence of long-term debt and customer deposits. Additionally, in January 2023, we entered into the Loan Agreement with UMB

Bank, which included a revolving line of credit with availability up to $8.0 million. On December 5, 2023, we amended this credit facility to, among other things, increase the availability under the revolving line of credit to $14.0 million and extend the maturity date one year to January 17, 2025. Future borrowings, if any, under the Loan Agreement are subject to, among other things, having sufficient unencumbered Eligible Accounts, Eligible Foreign Accounts and Eligible Inventory (as such terms are defined in the Loan Agreement) to meet the borrowing base requirements included in the amended credit facility. 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 ~~used in~~provided by our operating activities was ~~approximately $2.5~~$5.0 million for the three months ended December 31, ~~2022,~~2023, compared to $2.5 million ~~provided by~~used in operating activities for the three months ended December 31, ~~2021.~~2022. During the first ~~quarter~~three months of fiscal ~~2023,~~2024, our accounts receivable collections exceeded new accounts receivable due to the timing of shipments and collections. Additionally, we received more down payments from customers for future shipments during the quarter. During the three months ended December 31, 2022, our accounts receivable collections exceeded new accounts receivable, primarily due to the slowdown at our Shanghai facility. During the three months ended December 31, 2021, we increased our inventory balances in preparation for shipments scheduled for the second, third and fourth quarters of fiscal 2022. Additionally, our accounts receivable increased during this period as most of our shipments occurred late in the first quarter of fiscal 2022 and our customers generally have payment terms of 60-90 days.

Cash used in investing activities was ~~$0.2 million and less than $0.1~~$0.8 million in the three ~~month periods~~months ended December 31, ~~2022~~2023, and ~~2021, respectively.~~cash used in investing activities was $0.2 million in the three months ended December 31, 2022. Both periods consist solely of capital expenditures. We expect capital expenditures to increase ~~throughout~~in the second and third quarters of fiscal ~~2023~~2024 as we ~~make targeted investments in~~relocate our ~~IT systems.~~

For the three months ended December 31, 2023, cash used in financing activities was $0.5 million, comprised of $0.6 million in payments on long-term debt partially offset by less than $0.1 million of proceeds received from the exercise of stock options. For the three months ended December 31, 2022, cash provided by financing activities was less than $0.1 million, comprised of proceeds received from the exercise of stock options partially offset by payments on long-term debt. ~~For the three months ended~~

Our debt balance as of December 31, ~~2021, $2.7~~2023 was $10.1 million, ~~of cash used~~including our finance lease obligations. As previously disclosed in ~~financing activities was comprised of $2.7 million of cash used~~our Form 10-K for the ~~repurchase~~fiscal year ended September 30, 2023, at such date we were not in compliance with the Debt to EBITDA and Fixed Charge Coverage Ratio financial covenants under our Loan Agreement. On December 5, 2023, we entered into a Forbearance & Modification Agreement (the “Forbearance Agreement”) with UMB Bank related to such non-compliance, pursuant to which UMB Bank agreed to forbear from exercising its rights and remedies available to it as a result of ~~common stock~~such defaults. We will be operating under the terms of such Forbearance Agreement through January 17, 2025 (the “Forbearance Period”).

borrowed against the Revolver, and there was an outstanding letter of credit in the amount of $0.3 million. In January 2024, we made a $2.0 million principal payment on the Revolver.

Under the Loan Agreement, as amended by the Forbearance Agreement, the Company is required to comply with the following financial covenants:

If the Lender does not extend the Forbearance Period or otherwise grant a waiver in the future for the covenant defaults described above, an event of default under the Loan Agreement would exist. To the extent the Lender so elects, the outstanding indebtedness under the Loan Agreement could be accelerated following the expiration of any applicable cure periods, causing such debt to be immediately due and payable. In addition, should the Company default in its obligation to comply with any of ~~$97,000, partially offset~~the covenants described immediately above during the Forbearance Period, an event of default would then exist, and, absent a further forbearance agreement or waiver granted by ~~$69,000~~the Lender, the Lender would have the right to accelerate the indebtedness following the expiration of ~~proceeds received from~~any applicable cure periods, causing such debt to be immediately due and payable. Both of the ~~exercise~~foregoing events would also result in the termination of ~~stock options.~~all commitments to extend further credit under the Loan Agreement. There is no guarantee we will have sufficient liquidity to repay our outstanding debt under the Loan Agreement in full if such debt were accelerated. As of December 31, 2023, we had $17.0 million in cash and cash equivalents, and $10.0 million in debt under the Loan Agreement. If we are unable to pay such debt as it comes due, or obtain waivers for such payments, our Lender could

foreclose on the assets securing such debt. These events could materially adversely affect our business, results of operations and financial condition.

The Loan Agreement also includes quarterly and annual reporting requirements and other customary affirmative and negative covenants and events of default for facilities of this type. At December 31, 2023, we were in compliance with all such covenants.

As of December 31, ~~2022,~~2023, 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.

Unrecorded purchase obligations were ~~$19.5~~$19.7 million as of December 31, ~~2022,~~2023, compared to ~~$20.0~~$24.3 million as of September 30, ~~2022,~~2023, a decrease of ~~$0.5~~$4.6 million.

~~Subsequent to the end of our fiscal quarter ended December 31, 2022, we entered into a Loan and Security Agreement with UMB Bank. See~~Other than as described in Note ~~10 “Subsequent Events” of our condensed consolidated financial statements for a description of this credit facility. There~~2, 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 ~~2022~~2023 Form 10-K.

"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 GAAP. 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, income taxes, inventory valuation, business combination, goodwill, and ~~goodwill.~~long-lived asset impairment. We base our estimates and judgments on historical experience, expectations regarding the future 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 estimate 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 ~~2022~~2023 Form 10-K. We believe our critical accounting estimates relate to the more significant judgments and estimates used in the preparation of our consolidated financial statements.

We believe the critical accounting estimates discussed in the section entitled “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our ~~2022~~2023 Form 10-K represent the most significant judgments and estimates used in the preparation of our consolidated financial statements. There have been no ~~significant~~material changes in our critical accounting estimates during the three months ended December 31, ~~2022.~~2023.

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

As a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and, therefore, are not required to provide the information requested by this Item.

~~Our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), has carried out an evaluation of the effectiveness of our disclosure~~We maintain “disclosure controls and procedures,” as ~~of December 31, 2022, pursuant to Exchange Act~~defined in Rules 13a-15(e) and ~~15(d)-15(e). Disclosure controls and procedures means controls and other procedures~~15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed ~~by the Company~~ in the reports ~~it files~~that we file or ~~submits~~submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and ~~forms. Disclosure controls~~forms and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is(2) accumulated and communicated to our management, including ~~the principal executive~~our Chief Executive Officer and ~~principal financial officer, as appropriate,~~Chief Financial Officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based upon ~~that~~the evaluation, our ~~CEO~~Chief Executive Officer and ~~CFO have~~Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at a reasonable assurance level, due to the material weaknesses previously identified and disclosed in ~~place were effective.~~our 2023 Annual Report and listed below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting (“ICFR”) such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~There have not been any~~Other than as discussed below, there were no other changes ~~in the Company’s~~to our internal control over financial reporting ~~(as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)~~ during the ~~first fiscal quarter to which this report relates~~three months ended December 31, 2023, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

We are in the process of, and continue to focus on, designing and implementing effective measures to strengthen our ICFR and remediate the material weaknesses disclosed in our 2023 Form 10-K.

In relation to the material weakness identified in the areas of goodwill and intangible assets, we are evaluating the design of internal controls over non-routine and complex transactions, including the preparation and review of the third-party service provider valuation reports. Management has engaged a new valuation firm to perform the impairment assessment for goodwill and intangible assets for the quarter ending December 31, 2023.

With respect to the material weakness related to general information technology controls, our management, under the oversight of our Audit Committee, has begun evaluating the current processes to determine the need for new controls or redesigning existing controls to remediate the control deficiencies giving rise to this material weakness. Remediation efforts will include, but not limited to, the strengthening of user access reviews, enhancing procedures surrounding program change-management, and assessing segregation of duties within the Company’s business processes.

The material weaknesses will not be considered remediated, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We anticipate that the remediation of this material weakness will be completed during fiscal year 2024. We are committed to continuing to improve our internal control processes, and, as we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify certain of ~~the Company.~~our remediation measures.

For discussion of legal proceedings, see Note 710 to our condensed consolidated financial statements under “Part I, Item 1. Financial Information” under “Commitments and Contingencies” of this Quarterly Report.

We refer you to documents filed by us with the SEC, specifically “Item 1A. Risk Factors” in our ~~2022~~2023 Form 10-K, which identifies important risk factors that could materially affect our business, financial condition and future results. We also refer you to the factors and cautionary language set forth in the section entitled “Cautionary Statements Regarding Forward-Looking Statements” immediately preceding “Item 1. Condensed Consolidated Financial Statements” of this Quarterly Report. This Quarterly Report, including the accompanying condensed consolidated financial statements and related notes, should be read in conjunction with such risks and other factors for a full understanding of our operations and financial condition. The risks described in our ~~2022~~2023 Form 10-K and any described herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. ~~There~~Except as set forth below, there have been no material changes to the risk factors previously disclosed in our ~~2022~~2023 Form 10-K.

The Company's share price has decreased since the end of its fiscal year ended September 30, 2023, and in the first quarter of fiscal year 2024, the Company recognized impairment of its intangible assets and goodwill. If the share price continues to decline and the decline is sustained, the Company may be required to test for goodwill and/or intangible asset impairment before the performance of its required annual testing and if so, may be at risk of recognizing additional expenses related to goodwill and/or intangible asset impairment.

On September 29, 2023, the Company's share price was $7.62 and has since declined to a share price of $4.08 as of January 31, 2024. Under the accounting standard, ASC 350-20, Goodwill, a Company is required to test for impairment on an annual basis, but in the presence of a triggering event, may need to test during an interim period. Under ASC 350, Goodwill, a sustained decline in share price represents a triggering event which would require the Company to test for impairment. As of December 31, 2023, there was a decline in the Company’s share price, which resulted in its book value materially exceeding its market value. This triggering event indicated the Company should test the related long-lived assets for impairment in the Material and Substrate segment. As a result, expenses related to goodwill and intangible asset impairment was recognized.

If the Company’s share price continues to decline, the Company may again be required to test goodwill and/or intangible assets for impairment. If the Company is required to perform this analysis, there may be a risk that the Company incurs additional expenses related to goodwill and/or intangible asset impairment.

On February ~~10, 2022,~~7, 2023, the Board approved a stock repurchase program, pursuant to which the Company may repurchase up to $5 million of its outstanding Common Stock over a one-year period, commencing on February ~~16, 2022.~~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, the Company has 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 the Company’s stock price and other market conditions. The Company 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 three months ended December 31, ~~2022,~~2023, we did not repurchase any of our equity securities nor did we sell any equity securities that were not registered under the Securities Act of 1933, as amended.

~~None.~~During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.36

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Arizona		86-0411215
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

131 South Clark Drive, Tempe, Arizona		85288
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ASYS	NASDAQ Global Select Market


	Page
Cautionary Statement Regarding Forward-Looking Statements	3
PART I. FINANCIAL INFORMATION	4
Item 1. Condensed Consolidated Financial Statements	4
Condensed Consolidated Balance Sheets December 31, ~~2022~~2023 (Unaudited) and September 30, ~~2022~~2023	4
Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended December 31, ~~2022~~2023 and ~~2021~~2022	5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three Months Ended December 31, ~~2022~~2023 and ~~2021~~2022	6
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three Months Ended December 31, ~~2022~~2023 and ~~2021~~2022	7
Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended December 31, ~~2022~~2023 and ~~2021~~2022	8
Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1925
Overview	1925
Results of Operations	2126
Liquidity and Capital Resources	2429
Off-Balance Sheet Arrangements	2532
Contractual Obligations	2532
Critical Accounting Estimates	2532
Impact of Recently Issued Accounting Pronouncements	2632
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2633
Item 4. Controls and Procedures	2633
PART II. OTHER INFORMATION	2734
Item 1. Legal Proceedings	2734
Item 1A. Risk Factors	2734
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2734
Item 3. Defaults Upon Senior Securities	2735
Item 4. Mine Safety Disclosures	2735
Item 5. Other Information	2735
Item 6. Exhibits	2836
SIGNATURES	3037


	December 31, 2022		September 30, 2022		December 31, 2023		September 30, 2023
Purchased parts and raw materials	$	15,918	$	15,377	$	22,083	$	22,627
Work-in-process		8,065		6,146		9,848		7,774
Finished goods		4,253		3,965		2,099		4,444
	$	28,236	$	25,488	$	34,030	$	34,845


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large Accelerated Filer	☐	Accelerated Filer	☒
Non-Accelerated Filer	☐
~~Non-Accelerated Filer~~	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐


	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


	December 31, 2023		September 30, 2023
Cash and cash equivalents	$	17,033	$	13,133
Restricted cash	$	—	$	—
Working capital	$	51,998	$	51,471
Current ratio (current assets to current liabilities)	3:1		2.7:1

/s/ Lisa D. Gibbs

February ~~8, 2023~~9, 2024

Lisa D. Gibbs

Vice President and Chief Financial Officer

(Principal Financial Officer and Duly Authorized Officer)