Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | AMTECH SYSTEMS, INC. | |
Entity Central Index Key | 0000720500 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 14,218,795 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 0-11412 | |
Entity Tax Identification Number | 86-0411215 | |
Entity Address, Address Line One | 58 South River Drive Suite 370 | |
Entity Address, City or Town | Tempe | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85288 | |
City Area Code | 480 | |
Local Phone Number | 967-5146 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | AZ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Trading Symbol | ASYS | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 13,183 | $ 13,133 |
Accounts receivable (less allowance for credit losses of $89 and $146 at June 30, 2024 and September 30, 2023, respectively) | 24,292 | 26,474 |
Inventories | 28,753 | 34,845 |
Income taxes receivable | 91 | 632 |
Other current assets | 4,074 | 6,105 |
Total current assets | 70,393 | 81,189 |
Property, Plant and Equipment - Net | 12,362 | 9,695 |
Right-of-Use Assets - Net | 17,559 | 11,217 |
Intangible Assets - Net | 4,178 | 6,114 |
Goodwill | 21,261 | 27,631 |
Deferred Income Taxes - Net | 115 | 101 |
Other Assets | 1,191 | 1,074 |
Total Assets | 127,059 | 137,021 |
Current Liabilities | ||
Accounts payable | 8,330 | 10,815 |
Accrued compensation and related taxes | 1,762 | 3,481 |
Accrued warranty expense | 749 | 965 |
Other accrued liabilities | 1,348 | 1,551 |
Current maturities of finance lease liabilities and long-term debt | 4,064 | 2,265 |
Current portion of long-term operating lease liabilities | 1,856 | 2,623 |
Contract liabilities | 9,291 | 8,018 |
Total current liabilities | 27,400 | 29,718 |
Finance Lease Liabilities and Long-Term Debt | 177 | 8,422 |
Long-Term Operating Lease Liabilities | 16,129 | 8,894 |
Income Taxes Payable | 1,582 | 1,575 |
Other Long-Term Liabilities | 53 | 47 |
Total Liabilities | 45,341 | 48,656 |
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: 14,208,795 and 14,185,977 at June 30, 2024 and September 30, 2023, respectively | 142 | 142 |
Additional paid-in capital | 128,146 | 126,963 |
Accumulated other comprehensive loss | (1,575) | (1,695) |
Retained deficit | (44,995) | (37,045) |
Total Shareholders' Equity | 81,718 | 88,365 |
Total Liabilities and Shareholders’ Equity | $ 127,059 | $ 137,021 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Current Assets | ||
Allowance for credit losses | $ 89 | $ 146 |
Shareholders’ Equity | ||
Preferred stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 14,208,795 | 14,185,977 |
Common stock, shares outstanding | 14,208,795 | 14,185,977 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 26,749 | $ 30,740 | $ 77,102 | $ 85,608 |
Cost of sales | 16,991 | 19,755 | 49,825 | 52,850 |
Intangible asset impairment | 849 | |||
Gross profit | 9,758 | 10,985 | 26,428 | 32,758 |
Selling, general and administrative | 8,209 | 10,300 | 25,028 | 30,924 |
Research, development and engineering | 693 | 1,804 | 3,202 | 4,714 |
Gain on sale of fixed assets | (2,197) | |||
Goodwill impairment | 6,370 | |||
Intangible asset impairment | 430 | |||
Severance expense | 40 | 350 | 400 | |
Operating income (loss) | 816 | (1,119) | (6,755) | (3,280) |
Interest income | 2 | 17 | 35 | 356 |
Interest expense | (107) | (185) | (498) | (342) |
Foreign currency gain (loss) | 182 | 456 | (5) | (59) |
Other | 2 | 15 | 11 | 19 |
Income (loss) before income tax provision | 895 | (816) | (7,212) | (3,306) |
Income tax provision (benefit) | 457 | 211 | 738 | (2,739) |
Net income (loss) | $ 438 | $ (1,027) | $ (7,950) | $ (567) |
Income (Loss) Per Share: | ||||
Net income (loss) per basic share | $ 0.03 | $ (0.07) | $ (0.56) | $ (0.04) |
Net income (loss) per diluted share | $ 0.03 | $ (0.07) | $ (0.56) | $ (0.04) |
Weighted average shares outstanding - basic | 14,209 | 14,058 | 14,198 | 14,031 |
Weighted average shares outstanding - diluted | 14,254 | 14,058 | 14,198 | 14,031 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 438 | $ (1,027) | $ (7,950) | $ (567) |
Foreign currency translation adjustment | (99) | (962) | 120 | (162) |
Comprehensive income (loss) | $ 339 | $ (1,989) | $ (7,830) | $ (729) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid- In Capital | Accumulated Other Comprehensive (Loss) Income | Retained Deficit |
Beginning balance at Sep. 30, 2022 | $ 98,368 | $ 140 | $ 124,458 | $ (1,767) | $ (24,463) |
Beginning balance (in shares) at Sep. 30, 2022 | 13,994,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (2,744) | (2,744) | |||
Translation adjustment | 416 | 416 | |||
Stock compensation expense | 164 | 164 | |||
Stock options exercised | 34 | 34 | |||
Stock options exercised (in shares) | 9,000 | ||||
Ending balance at Dec. 31, 2022 | 96,238 | $ 140 | 124,656 | (1,351) | (27,207) |
Ending balance (in shares) at Dec. 31, 2022 | 14,003,000 | ||||
Beginning balance at Sep. 30, 2022 | 98,368 | $ 140 | 124,458 | (1,767) | (24,463) |
Beginning balance (in shares) at Sep. 30, 2022 | 13,994,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (567) | ||||
Ending balance at Jun. 30, 2023 | 98,707 | $ 141 | 125,525 | (1,929) | (25,030) |
Ending balance (in shares) at Jun. 30, 2023 | 14,076,000 | ||||
Beginning balance at Dec. 31, 2022 | 96,238 | $ 140 | 124,656 | (1,351) | (27,207) |
Beginning balance (in shares) at Dec. 31, 2022 | 14,003,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 3,204 | 3,204 | |||
Translation adjustment | 384 | 384 | |||
Stock compensation expense | 174 | 174 | |||
Stock options exercised | 297 | 297 | |||
Stock options exercised (in shares) | 36,000 | ||||
Ending balance at Mar. 31, 2023 | 100,297 | $ 140 | 125,127 | (967) | (24,003) |
Ending balance (in shares) at Mar. 31, 2023 | 14,039,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (1,027) | (1,027) | |||
Translation adjustment | (962) | (962) | |||
Stock compensation expense | 190 | 190 | |||
Stock options exercised | 209 | $ 1 | 208 | ||
Stock options exercised (in shares) | 37,000 | ||||
Ending balance at Jun. 30, 2023 | 98,707 | $ 141 | 125,525 | (1,929) | (25,030) |
Ending balance (in shares) at Jun. 30, 2023 | 14,076,000 | ||||
Beginning balance at Sep. 30, 2023 | $ 88,365 | $ 142 | 126,963 | (1,695) | (37,045) |
Beginning balance (in shares) at Sep. 30, 2023 | 14,185,977 | 14,186,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ (9,358) | (9,358) | |||
Translation adjustment | 269 | 269 | |||
Stock compensation expense | 317 | 317 | |||
Stock options exercised | 28 | 28 | |||
Stock options exercised (in shares) | 5,000 | ||||
Ending balance at Dec. 31, 2023 | 79,621 | $ 142 | 127,308 | (1,426) | (46,403) |
Ending balance (in shares) at Dec. 31, 2023 | 14,191,000 | ||||
Beginning balance at Sep. 30, 2023 | $ 88,365 | $ 142 | 126,963 | (1,695) | (37,045) |
Beginning balance (in shares) at Sep. 30, 2023 | 14,185,977 | 14,186,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | $ (7,950) | ||||
Ending balance at Jun. 30, 2024 | $ 81,718 | $ 142 | 128,146 | (1,575) | (44,995) |
Ending balance (in shares) at Jun. 30, 2024 | 14,208,795 | 14,209,000 | |||
Beginning balance at Dec. 31, 2023 | $ 79,621 | $ 142 | 127,308 | (1,426) | (46,403) |
Beginning balance (in shares) at Dec. 31, 2023 | 14,191,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 970 | 970 | |||
Translation adjustment | (50) | (50) | |||
Stock compensation expense | 350 | 350 | |||
Stock options exercised (in shares) | 18,000 | ||||
Ending balance at Mar. 31, 2024 | 80,891 | $ 142 | 127,658 | (1,476) | (45,433) |
Ending balance (in shares) at Mar. 31, 2024 | 14,209,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 438 | 438 | |||
Translation adjustment | (99) | (99) | |||
Stock compensation expense | 488 | 488 | |||
Ending balance at Jun. 30, 2024 | $ 81,718 | $ 142 | $ 128,146 | $ (1,575) | $ (44,995) |
Ending balance (in shares) at Jun. 30, 2024 | 14,208,795 | 14,209,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Activities | ||
Net loss | $ (7,950) | $ (567) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,310 | 3,435 |
Write-down of inventory | 1,367 | 1,233 |
Goodwill impairment | 6,370 | |
Intangible asset impairment | 1,279 | |
Deferred income taxes | (13) | (3,430) |
Non-cash share-based compensation expense | 1,155 | 528 |
Gain on sale of property, plant and equipment | (2,197) | |
Provision for allowance for credit losses | (21) | 109 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,204 | 2,391 |
Inventories | 4,695 | (4,724) |
Other assets | 4,205 | 1,775 |
Accounts payable | (1,965) | (1,586) |
Accrued income taxes | 548 | (1,947) |
Accrued and other liabilities | (4,298) | (2,993) |
Contract liabilities | 1,274 | (1,374) |
Net cash provided by (used in) operating activities | 8,963 | (7,150) |
Investing Activities | ||
Purchases of property, plant and equipment | (5,310) | (1,922) |
Proceeds from the sale of property, plant and equipment | 2,700 | 6 |
Acquisition, net of cash and cash equivalents acquired | (34,938) | |
Net cash used in investing activities | (2,610) | (36,854) |
Financing Activities | ||
Proceeds from the exercise of stock options | 28 | 539 |
Payments on long-term debt | (6,668) | (949) |
Borrowings on long-term debt | 12,000 | |
Net cash (used in) provided by financing activities | (6,640) | 11,590 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 337 | (155) |
Net Increase (Decrease) in Cash and Cash Equivalents | 50 | (32,569) |
Cash and Cash Equivalents , Beginning of Period | 13,133 | 46,874 |
Cash and Cash Equivalents, End of Period | 13,183 | 14,305 |
Supplemental Cash Flow Information: | ||
Income tax payments, net | 189 | 2,559 |
Interest paid | $ 498 | $ 283 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 438 | $ (1,027) | $ (7,950) | $ (567) |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arr Modified | false |
Non-Rule 10b5-1 Arr Modified | false |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Significant Accounting Policies | 1. Basis of Presentation and Significant Accounting Policies Nature of Operations and Basis of Presentation – Amtech is a leading, global manufacturer of capital equipment, including thermal processing and wafer polishing and related consumables used in fabricating semiconductor devices, such as silicon carbide ("SiC") and silicon power devices, analog and discrete devices, electronic assemblies, and light-emitting diodes ("LEDs"). We sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe. We serve niche markets in industries that are experiencing technological advances, and which historically have been highly 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, 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, 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 and nine months ended June 30, 2024 , are not necessarily indicative of the results to be expected for the full fiscal year. Principles of Consolidation – The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All 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. Reclassifications – Certain reclassifications have been made to prior year financial statement footnotes to conform to the current year presentation. These reclassifications, which include the breakout of contract liability activity, had no effect on the previously reported consolidated financial statements for any period. 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. 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 June 30, 2024 and September 30, 2023. The following is a summary of activity for contract liabilities, in thousands: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Beginning balance $ 9,015 $ 9,661 $ 8,018 $ 7,231 Acquired deposits — — — 2,077 New deposits 1,484 593 5,031 2,794 Deferred revenue ( 12 ) ( 125 ) ( 18 ) ( 125 ) Refunds of deposits — — — ( 467 ) Revenue recognized ( 1,196 ) ( 2,323 ) ( 3,740 ) ( 3,736 ) Adjustment — 1 — 33 Ending balance $ 9,291 $ 7,807 $ 9,291 $ 7,807 As of June 30, 2024, we had approximately $ 28.1 million of remaining performance obligations, which included recognized contract liabilities as well as amounts to be invoiced and recognized in future periods. As of September 30, 2023 , we had approximately $ 51.8 million of remaining performance obligations. The orders included in our remaining performance obligations are expected to ship within the 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. 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 June 30, 2024, we cannot guarantee that we will continue to experience a similar level of predictability 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. The following is a summary of activity in accrued warranty expense, in thousands: Nine Months Ended June 30, 2024 2023 Beginning balance $ 965 $ 871 Additions for warranties issued during the period 203 411 Costs incurred during the period ( 19 ) 35 Changes in estimate for pre-existing warranties ( 400 ) ( 284 ) Ending balance $ 749 $ 1,033 Shipping Expense – Shipping and handling fees associated with outbound freight are expensed as incurred and included in selling, general and administrative expenses. Shipping expense wa s $ 0.5 million and $ 0.6 million in the three months ended June 30, 2024 and 2023, respectively, and $ 1.6 million and $ 2.0 million for the nine months ended June 30, 2024 and 2023 , respectively. Concentrations of Credit Risk – Our customers are primarily manufacturers of semiconductor substrates and 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 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 June 30, 2024, one Semiconductor segment customer represente d 18 % of accounts receivable. As of September 30, 2023, two Semiconductor segment customers each represented 17 % of accounts receivable. We maintain our cash and cash equivalents in multiple financial institutions. Balances in the United States, which account for approximatel y 70 % and 56 % of total cash balances as of June 30, 2024 and September 30, 2023 , respectively, are primarily invested in financial institutions insured by the 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. At June 30, 2024 and September 30, 2023 Amtech’s balances exceeded insured limits by approximately $ 7.9 million and $ 6.0 million, respectively. We have not experienced any losses on such accounts. Refer to Note 12 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 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 and Cash Equivalents – Included in cash and cash equivalents 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 June 30, 2024, the carrying value of the Company's total debt was $ 4.0 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 is 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 June 30, 2024 that had or are expected to have a material impact on our consolidated financial statements. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 2. Long-Term Debt Our finance lease liabilities and long-term debt consists of the following, in thousands: June 30, September 30, Revolving credit facility $ — $ — Term loan 3,981 10,573 Finance leases 260 114 Total 4,241 10,687 Less: current portion of finance lease liabilities ( 4,064 ) ( 2,265 ) Finance Lease Liabilities and Long-Term Debt $ 177 $ 8,422 Interest expense on finance lease liabilities and long-term debt was $ 0.1 and $ 0.2 million for the three months ended June 30, 2024 and 2023, and $ 0.5 million and $ 0.3 million for the nine months ended June 30, 2024 and 2023, respectively. 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., BTU International, Inc., Intersurface Dynamics, Incorporated, P.R. Hoffman Machine Products, Inc., and Entrepix, Inc. (collectively the “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 (as defined below) 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 was drawn under the Loan Agreement, which included $ 4.4 million under the Term Loan and $ 5.6 million under the Revolver. As of June 30, 2024 , $ 4.0 million was outstanding under the Term Loan, no amounts were borrowed against the Revolver, and there was an outstanding letter of credit in the amount of $ 0.3 million. 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 June 30, 2024, we were in compliance with the Minimum EBITDA Covenant for such period (not less than EBITDA of $ 800,000 for the nine-month period ended June 30, 2024), with actual positive EBITDA of $ 3.2 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 remained 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 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 June 30, 2024, we had $ 13.2 million in cash and cash equivalents, and $ 4.0 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. As of June 30, 2024, all outstanding debt under the Loan Agreement was classified as current as a result of the Lender’s ability, in its sole discretion, to call the amounts due thereunder at the end of the Forbearance Period. Finance Lease Obligations Our finance lease obligations totaled $ 0.3 million and $ 0.1 million as of June 30, 2024 and September 30, 2023, respectively. 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 June 30, 2024 and September 30, 2023. See Note 6 for additional information. |
Acquisition
Acquisition | 9 Months Ended |
Jun. 30, 2024 | |
Business Combinations [Abstract] | |
Acquisition | 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 wafer 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. 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 fair values assigned to identifiable assets acquired and liabilities assumed, in thousands: September 30, 2023 Fair value of total cash consideration transferred $ 39,227 Estimated fair value of identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 4,289 Accounts receivable, net 5,884 Inventories 5,683 Other current assets 179 Property, plant, and equipment 2,040 Right-of-use assets 2,246 Intangible assets 13,600 Goodwill 16,463 Other assets 80 Total assets acquired 50,464 Accounts payable 1,574 Other accrued liabilities 1,994 Contract liabilities 1,949 Income taxes payable 985 Current portion of long-term operating lease liabilities 515 Long-term operating lease liabilities 1,730 Deferred tax liability 2,490 Total liabilities assumed 11,237 Net assets acquired $ 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 January 17, 2024 the measurement period is closed. The fair value associated with acquired intangible assets and their associated weighted-average amortization periods consist of the following, in thousands: Classification of Amortization Amount Weighted-Average 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 Unaudited Pro Forma Financial Information 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 June 30, Nine Months Ended June 30, 2023 2023 Revenues, Net $ 30,740 $ 93,206 Net Income $ ( 580 ) $ 883 The unaudited pro forma financial information presented above include the following adjustments: 3 Months Ended June 30, 2023 • reversal of amortization expense on intangible assets acquired of $ 0.6 million for the three months ended June 30, 2023; • incremental interest expense on the Term Loan of $ 0.1 million for the three months ended June 30, 2023. 9 Months Ended June 30, 2023 • reversal of amortization expense on intangible assets acquired of $ 0.6 million for the nine months ended June 30, 2023; • incremental interest expense on the Term Loan of $ 0.4 million for the nine months ended June 30, 2023. 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. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 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 and nine months ended June 30, 2024 , options for 1,054,466 and 775,233 weighted average shares, respectively, were excluded from the diluted EPS calculations because they were anti-dilutive. For the three and nine months ended June 30, 2023 , options for 332,000 and 306,000 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 June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ 438 $ ( 1,027 ) $ ( 7,950 ) $ ( 567 ) Denominator: Weighted-average shares used to compute basic EPS 14,209 14,058 14,198 14,031 Dilutive potential common shares due to stock 5 — — — Dilutive potential common shares due to RSUs (1) 40 — — — Weighted-average shares used to compute diluted EPS 14,254 14,058 14,198 14,031 Income (loss) per share: Net income (loss) per basic share $ 0.03 $ ( 0.07 ) $ ( 0.56 ) $ ( 0.04 ) Net income (loss) per diluted share $ 0.03 $ ( 0.07 ) $ ( 0.56 ) $ ( 0.04 ) (1) The number of common stock equivalents is calculated using the treasury method and the average market price during the period. |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories The components of inventories are as follows, in thousands: June 30, September 30, Purchased parts and raw materials $ 20,550 $ 22,627 Work-in-process 5,806 7,774 Finished goods 2,397 4,444 $ 28,753 $ 34,845 |
Leases
Leases | 9 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 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: June 30, September 30, Assets Right-of-use assets - operating $ 17,559 $ 11,217 Right-of-use assets - finance 197 123 Total right-of-use assets $ 17,756 $ 11,340 Liabilities Current Operating lease liabilities $ 1,856 $ 2,623 Finance lease liabilities 83 64 Total current portion of long-term lease liabilities 1,939 2,687 Long-term Operating lease liabilities 16,129 8,894 Finance lease liabilities 177 50 Total long-term lease liabilities 16,306 8,944 Total lease liabilities $ 18,245 $ 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 June 30, Nine Months Ended June 30, Lease cost Classification 2024 2023 2024 2023 Operating lease cost Cost of sales $ 617 $ 708 $ 1,735 $ 1,857 Operating lease cost Selling, general and administrative 375 204 1,043 583 Operating lease cost Research, development and engineering 3 3 9 10 Finance lease cost Cost of sales — 1 2 3 Finance lease cost Selling, general and administrative 38 20 80 56 Short-term lease cost Cost of sales — 8 — 25 Total lease cost $ 1,033 $ 944 $ 2,869 $ 2,534 Future minimum lease payments under non-cancelable leases as of June 30, 2024 are as follows, in thousands: Operating Leases Finance Leases Total Remainder of 2024 $ 554 $ 25 $ 579 2025 3,065 98 3,163 2026 2,870 98 2,968 2027 2,290 60 2,350 2028 2,330 5 2,335 Thereafter 12,386 — 12,386 Total lease payments 23,495 286 23,781 Less: Interest 5,510 26 5,536 Present value of lease liabilities $ 17,985 $ 260 $ 18,245 Operating le ase payments includ e $ 2.3 million related to options to extend lease terms that are reasonably certain of being exercised. The following table provides information about the remaining lease terms and discount rates applied: June 30, September 30, Weighted average remaining lease term Operating leases 8.66 years 7.31 years Finance leases 2.93 years 2.54 years Weighted average discount rate Operating leases 6.01 % 5.50 % Finance leases 6.18 % 4.91 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets The Company accounts for goodwill at acquisition-date fair value and other finite intangibles 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: June 30, September 30, Amortization Period 2024 2023 Backlog 1 year $ 2,100 $ 2,100 Customer relationships 6 - 10 years 4,409 4,409 Developed technology 1.75 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 ( 5,442 ) ( 4,785 ) Less asset impairments: Backlog ( 425 ) ( 425 ) Customer relationships ( 339 ) ( 119 ) Developed technology ( 5,494 ) ( 4,645 ) Noncompetition agreements ( 160 ) — Trade names ( 50 ) — Intangible assets, net $ 4,178 $ 6,114 The estimated aggregate amortization expense for each of the five succeeding fiscal years as of June 30, 2024 is as follows, in thousands: Year ending September 30: Amount 2024 $ 174 2025 511 2026 511 2027 511 2028 511 Thereafter 1,960 Total $ 4,178 The aggregate amortization expense during the three months ended June 30, 2024 and 2023 was $ 0.2 mi llion and $ 1.0 million, respectively. The aggregate amortization expense during the nine months ended June 30, 2024 and 2023 was $ 0.7 million and $ 2.0 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. As discussed in the Goodwill section below, this resulted in a triggering event for impairment of goodwill. 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. Prior to recognizing any impairment of goodwill, we tested 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 and Material and Substrate. The changes in carrying amount of goodwill allocated to each of the reporting units for the nine months ended June 30, 2024 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 June 30, 2024 $ 5,905 $ 15,356 $ 21,261 Goodwill $ 5,905 $ 21,726 $ 27,631 Accumulated impairment losses — ( 6,370 ) ( 6,370 ) Balance at June 30, 2024 $ 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. As of the three months ended June 30, 2024, there was no new impairment of goodwill for either the Material and Substrate reporting unit or the 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Our effective tax rate was ( 10.2 %) and 82.8 % for the nine months ended June 30, 2024 and 2023, respectively. The effective tax rate for the nine months ended June 30, 2024 differs from the U.S. statutory tax rate of 21 % primarily due to goodwill and intangible impairment losses for which no tax benefit can be recognized. The effective tax rate for the nine months ended June 30, 2023 differs from the U.S. statutory tax rate of 21 % primarily due to the release of a portion of our valuation allowance in connection with a deferred tax liability related to the Entrepix acquisition resulting in recognition of previously recorded deferred tax assets. F or the three months ended June 30, 2024 and 2023, we recorded income tax expense of $ 0.5 million and an income tax expense of $ 0.2 million, respectively. For the nine months ended June 30, 2024 and 2023, we recorded an income tax expense of $ 0.7 million and income tax benefit of $ 2.7 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. |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 9 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity and Stock-Based Compensation | 9. Equity and Stock-Based Compensation Stock-based compensation expense was $ 0.5 million and $ 0.2 million in the three months ended June 30, 2024 and 2023, respectively, and $ 1.2 million and $ 0.5 million in the nine months ended June 30, 2024 and 2023, respectively. Stock-based compensation expense is included in selling, general and administrative expenses. The following table summarizes our stock option activity during the nine months ended June 30, 2024: Options Weighted Outstanding at beginning of period 672,924 $ 8.76 Granted 557,500 5.66 Exercised ( 5,000 ) 5.67 Forfeited ( 109,075 ) 9.53 Outstanding at end of period 1,116,349 $ 7.15 Exercisable at end of period 392,684 $ 8.32 Weighted average fair value of options granted during the period $ 2.44 The fair value of options was estimated at the applicable grant date using the Black-Scholes option pricing model with the following assumptions: Nine Months Ended June 30, 2024 2023 Risk free interest rate 4 % 4 % Expected term 5 years 5 years Dividend rate — % — % Volatility 60 % 56 % The following table summarizes our RSU activity during the nine months ended June 30, 2024: Number Weighted Nonvested at beginning of year 75,977 $ 9.15 Granted 24,897 4.82 Released ( 20,421 ) 9.55 Forfeited — — Nonvested at end of period 80,453 $ 7.71 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Purchase Obligations – As of June 30, 2024, we had unrecorded purchase obligations in the amount of $ 11.3 million. These purchase obligations consist of outstanding purchase orders for goods and services. While the amount represents purchase agreements, the actual amounts to be paid may be less in the event that any agreements are renegotiated, canceled or terminated. Legal Proceedings and Other Claims – From time to time, we are a party to claims and actions for matters arising out of our business operations. We regularly evaluate the status of the legal proceedings and other claims in which we are involved to assess whether a loss is probable or there is a reasonable possibility that a loss, or an additional loss, may have been incurred and determine if accruals are appropriate. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of possible loss or range of possible loss can be made for disclosure. Although the outcome of claims and litigation is inherently unpredictable, we believe that we have adequate provisions for any probable and estimable losses. It is possible, nevertheless, that our consolidated financial position, results of operations or liquidity could be materially and adversely affected in any period by the resolution of a claim or legal proceeding. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. Employment Contracts – We have employment contracts and change in control agreements with, and severance plans covering, certain officers and management employees under which severance payments would become payable in the event of specified terminations without cause or terminations under certain circumstances after a change in control. If severance payments under the current employment contracts or severance plans were to become payable, the severance payments would generally range from six to twelve months of salary. |
Reportable Segments
Reportable Segments | 9 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Reportable Segments | 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 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 June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Net Revenues: Semiconductor $ 18,038 $ 19,841 $ 53,006 $ 58,775 Material and Substrate 8,711 10,899 24,096 26,833 $ 26,749 $ 30,740 $ 77,102 $ 85,608 Operating income (loss): Semiconductor $ 1,690 $ 1,042 $ 3,666 $ 4,861 Material and Substrate 1,621 481 ( 5,321 ) 1,411 Non-segment related ( 2,495 ) ( 2,642 ) ( 5,100 ) ( 9,552 ) $ 816 $ ( 1,119 ) $ ( 6,755 ) $ ( 3,280 ) June 30, September 30, Identifiable Assets: Semiconductor $ 73,740 $ 72,466 Material and Substrate 49,399 61,576 Non-segment related* 3,920 2,979 $ 127,059 $ 137,021 * Non-segment related assets include cash, fixed assets, and other assets. |
Major Customers and Foreign Sal
Major Customers and Foreign Sales | 9 Months Ended |
Jun. 30, 2024 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Major Customers and Foreign Sales | 12. Major Customers and Foreign Sales During the nine months ended June 30, 2024, one Semiconductor segment customer represented 11 % of our net revenues. During the nine months ended June 30, 2023, one Semiconductor segment customers individually represented 11 % of our net revenues. Our net revenues were from customers in the following geographic regions: Nine Months Ended June 30, 2024 2023 United States 40 % 34 % Canada 1 % 8 % Mexico 1 % 2 % Other — % 1 % Total Americas 42 % 45 % China 20 % 15 % Malaysia 11 % 7 % Taiwan 6 % 6 % Other 4 % 7 % Total Asia 41 % 35 % Germany 7 % 2 % Austria 1 % 5 % Czech Republic 3 % 4 % Other 6 % 9 % Total Europe 17 % 20 % 100 % 100 % |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation – Amtech is a leading, global manufacturer of capital equipment, including thermal processing and wafer polishing and related consumables used in fabricating semiconductor devices, such as silicon carbide ("SiC") and silicon power devices, analog and discrete devices, electronic assemblies, and light-emitting diodes ("LEDs"). We sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe. We serve niche markets in industries that are experiencing technological advances, and which historically have been highly 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, 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, 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 and nine months ended June 30, 2024 , are not necessarily indicative of the results to be expected for the full fiscal year. |
Principles of Consolidation | Principles of Consolidation – The consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates – The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Reclassifications | Reclassifications – Certain reclassifications have been made to prior year financial statement footnotes to conform to the current year presentation. These reclassifications, which include the breakout of contract liability activity, had no effect on the previously reported consolidated financial statements for any period. |
Accounts Receivable and Allowance for Credit Losses | 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 – 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. 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 – 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 – 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 June 30, 2024 and September 30, 2023. The following is a summary of activity for contract liabilities, in thousands: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Beginning balance $ 9,015 $ 9,661 $ 8,018 $ 7,231 Acquired deposits — — — 2,077 New deposits 1,484 593 5,031 2,794 Deferred revenue ( 12 ) ( 125 ) ( 18 ) ( 125 ) Refunds of deposits — — — ( 467 ) Revenue recognized ( 1,196 ) ( 2,323 ) ( 3,740 ) ( 3,736 ) Adjustment — 1 — 33 Ending balance $ 9,291 $ 7,807 $ 9,291 $ 7,807 As of June 30, 2024, we had approximately $ 28.1 million of remaining performance obligations, which included recognized contract liabilities as well as amounts to be invoiced and recognized in future periods. As of September 30, 2023 , we had approximately $ 51.8 million of remaining performance obligations. The orders included in our remaining performance obligations are expected to ship within the next twelve months. |
Warranty | Warranty – A limited warranty is provided free of charge, generally for periods of 12 to 36 months to all purchasers of our new products and systems. Accruals are recorded for estimated warranty costs at the time revenue is recognized. 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 June 30, 2024, we cannot guarantee that we will continue to experience a similar level of predictability 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. The following is a summary of activity in accrued warranty expense, in thousands: Nine Months Ended June 30, 2024 2023 Beginning balance $ 965 $ 871 Additions for warranties issued during the period 203 411 Costs incurred during the period ( 19 ) 35 Changes in estimate for pre-existing warranties ( 400 ) ( 284 ) Ending balance $ 749 $ 1,033 |
Shipping Expense | Shipping Expense – Shipping and handling fees associated with outbound freight are expensed as incurred and included in selling, general and administrative expenses. Shipping expense wa s $ 0.5 million and $ 0.6 million in the three months ended June 30, 2024 and 2023, respectively, and $ 1.6 million and $ 2.0 million for the nine months ended June 30, 2024 and 2023 , respectively. |
Concentrations of Credit Risk | Concentrations of Credit Risk – Our customers are primarily manufacturers of semiconductor substrates and 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 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 June 30, 2024, one Semiconductor segment customer represente d 18 % of accounts receivable. As of September 30, 2023, two Semiconductor segment customers each represented 17 % of accounts receivable. We maintain our cash and cash equivalents in multiple financial institutions. Balances in the United States, which account for approximatel y 70 % and 56 % of total cash balances as of June 30, 2024 and September 30, 2023 , respectively, are primarily invested in financial institutions insured by the 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. At June 30, 2024 and September 30, 2023 Amtech’s balances exceeded insured limits by approximately $ 7.9 million and $ 6.0 million, respectively. We have not experienced any losses on such accounts. Refer to Note 12 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 | 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 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 and Cash Equivalents – Included in cash and cash equivalents 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 June 30, 2024, the carrying value of the Company's total debt was $ 4.0 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 | 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 is 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 June 30, 2024 that had or are expected to have a material impact on our consolidated financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Activity for Contract Liabilities | The following is a summary of activity for contract liabilities, in thousands: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Beginning balance $ 9,015 $ 9,661 $ 8,018 $ 7,231 Acquired deposits — — — 2,077 New deposits 1,484 593 5,031 2,794 Deferred revenue ( 12 ) ( 125 ) ( 18 ) ( 125 ) Refunds of deposits — — — ( 467 ) Revenue recognized ( 1,196 ) ( 2,323 ) ( 3,740 ) ( 3,736 ) Adjustment — 1 — 33 Ending balance $ 9,291 $ 7,807 $ 9,291 $ 7,807 |
Schedule of Product Warranty Liability | The following is a summary of activity in accrued warranty expense, in thousands: Nine Months Ended June 30, 2024 2023 Beginning balance $ 965 $ 871 Additions for warranties issued during the period 203 411 Costs incurred during the period ( 19 ) 35 Changes in estimate for pre-existing warranties ( 400 ) ( 284 ) Ending balance $ 749 $ 1,033 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Finance Lease Liabilities and Long-Term Debt | Our finance lease liabilities and long-term debt consists of the following, in thousands: June 30, September 30, Revolving credit facility $ — $ — Term loan 3,981 10,573 Finance leases 260 114 Total 4,241 10,687 Less: current portion of finance lease liabilities ( 4,064 ) ( 2,265 ) Finance Lease Liabilities and Long-Term Debt $ 177 $ 8,422 |
Acquisition (Tables)
Acquisition (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Summary of Provisional Fair Value Assigned to Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the fair values assigned to identifiable assets acquired and liabilities assumed, in thousands: September 30, 2023 Fair value of total cash consideration transferred $ 39,227 Estimated fair value of identifiable assets acquired and liabilities assumed: Cash and cash equivalents $ 4,289 Accounts receivable, net 5,884 Inventories 5,683 Other current assets 179 Property, plant, and equipment 2,040 Right-of-use assets 2,246 Intangible assets 13,600 Goodwill 16,463 Other assets 80 Total assets acquired 50,464 Accounts payable 1,574 Other accrued liabilities 1,994 Contract liabilities 1,949 Income taxes payable 985 Current portion of long-term operating lease liabilities 515 Long-term operating lease liabilities 1,730 Deferred tax liability 2,490 Total liabilities assumed 11,237 Net assets acquired $ 39,227 |
Fair Value Associated with Acquired Intangible Assets and Weighted-Average Amortization Periods | The fair value associated with acquired intangible assets and their associated weighted-average amortization periods consist of the following, in thousands: Classification of Amortization Amount Weighted-Average 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 |
Summary of Unaudited Pro forma Financial Information | 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 June 30, Nine Months Ended June 30, 2023 2023 Revenues, Net $ 30,740 $ 93,206 Net Income $ ( 580 ) $ 883 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Reconciliation of Components of Basic and Diluted EPS Calculations | A reconciliation of the components of the basic and diluted EPS calculations follows, in thousands, except per share amounts: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ 438 $ ( 1,027 ) $ ( 7,950 ) $ ( 567 ) Denominator: Weighted-average shares used to compute basic EPS 14,209 14,058 14,198 14,031 Dilutive potential common shares due to stock 5 — — — Dilutive potential common shares due to RSUs (1) 40 — — — Weighted-average shares used to compute diluted EPS 14,254 14,058 14,198 14,031 Income (loss) per share: Net income (loss) per basic share $ 0.03 $ ( 0.07 ) $ ( 0.56 ) $ ( 0.04 ) Net income (loss) per diluted share $ 0.03 $ ( 0.07 ) $ ( 0.56 ) $ ( 0.04 ) (1) The number of common stock equivalents is calculated using the treasury method and the average market price during the period. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | The components of inventories are as follows, in thousands: June 30, September 30, Purchased parts and raw materials $ 20,550 $ 22,627 Work-in-process 5,806 7,774 Finished goods 2,397 4,444 $ 28,753 $ 34,845 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Financial Statement Classification of Lease Balances Within Condensed Consolidated Balance Sheets | The following table provides information about the financial statement classification of our lease balances reported within the Condensed Consolidated Balance Sheets, in thousands: June 30, September 30, Assets Right-of-use assets - operating $ 17,559 $ 11,217 Right-of-use assets - finance 197 123 Total right-of-use assets $ 17,756 $ 11,340 Liabilities Current Operating lease liabilities $ 1,856 $ 2,623 Finance lease liabilities 83 64 Total current portion of long-term lease liabilities 1,939 2,687 Long-term Operating lease liabilities 16,129 8,894 Finance lease liabilities 177 50 Total long-term lease liabilities 16,306 8,944 Total lease liabilities $ 18,245 $ 11,631 |
Schedule of Financial Statement Classification of Lease Expenses Reported in Condensed Consolidated Statements of Operations | The following table provides information about the financial statement classification of our lease expenses reported in the Condensed Consolidated Statements of Operations, in thousands: Three Months Ended June 30, Nine Months Ended June 30, Lease cost Classification 2024 2023 2024 2023 Operating lease cost Cost of sales $ 617 $ 708 $ 1,735 $ 1,857 Operating lease cost Selling, general and administrative 375 204 1,043 583 Operating lease cost Research, development and engineering 3 3 9 10 Finance lease cost Cost of sales — 1 2 3 Finance lease cost Selling, general and administrative 38 20 80 56 Short-term lease cost Cost of sales — 8 — 25 Total lease cost $ 1,033 $ 944 $ 2,869 $ 2,534 |
Future Minimum Lease Payments Under Non-cancelable Leases | Future minimum lease payments under non-cancelable leases as of June 30, 2024 are as follows, in thousands: Operating Leases Finance Leases Total Remainder of 2024 $ 554 $ 25 $ 579 2025 3,065 98 3,163 2026 2,870 98 2,968 2027 2,290 60 2,350 2028 2,330 5 2,335 Thereafter 12,386 — 12,386 Total lease payments 23,495 286 23,781 Less: Interest 5,510 26 5,536 Present value of lease liabilities $ 17,985 $ 260 $ 18,245 |
Schedule of Weighted Average Remaining Term and Discount Rates | The following table provides information about the remaining lease terms and discount rates applied: June 30, September 30, Weighted average remaining lease term Operating leases 8.66 years 7.31 years Finance leases 2.93 years 2.54 years Weighted average discount rate Operating leases 6.01 % 5.50 % Finance leases 6.18 % 4.91 % |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The Company’s intangible assets, net consists of the following, in thousands: June 30, September 30, Amortization Period 2024 2023 Backlog 1 year $ 2,100 $ 2,100 Customer relationships 6 - 10 years 4,409 4,409 Developed technology 1.75 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 ( 5,442 ) ( 4,785 ) Less asset impairments: Backlog ( 425 ) ( 425 ) Customer relationships ( 339 ) ( 119 ) Developed technology ( 5,494 ) ( 4,645 ) Noncompetition agreements ( 160 ) — Trade names ( 50 ) — Intangible assets, net $ 4,178 $ 6,114 |
Schedule of Future Amortization Expense | The estimated aggregate amortization expense for each of the five succeeding fiscal years as of June 30, 2024 is as follows, in thousands: Year ending September 30: Amount 2024 $ 174 2025 511 2026 511 2027 511 2028 511 Thereafter 1,960 Total $ 4,178 |
Schedule of Goodwill | The Company evaluates goodwill at the reporting unit level, which, for the Company, is at the level of the reportable segments, Semiconductor and Material and Substrate. The changes in carrying amount of goodwill allocated to each of the reporting units for the nine months ended June 30, 2024 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 June 30, 2024 $ 5,905 $ 15,356 $ 21,261 Goodwill $ 5,905 $ 21,726 $ 27,631 Accumulated impairment losses — ( 6,370 ) ( 6,370 ) Balance at June 30, 2024 $ 5,905 $ 15,356 $ 21,261 |
Equity and Stock-Based Compen_2
Equity and Stock-Based Compensation (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes our stock option activity during the nine months ended June 30, 2024: Options Weighted Outstanding at beginning of period 672,924 $ 8.76 Granted 557,500 5.66 Exercised ( 5,000 ) 5.67 Forfeited ( 109,075 ) 9.53 Outstanding at end of period 1,116,349 $ 7.15 Exercisable at end of period 392,684 $ 8.32 Weighted average fair value of options granted during the period $ 2.44 |
Schedule of Fair Value of Stock Option Using Black-Scholes Option Pricing Model | The fair value of options was estimated at the applicable grant date using the Black-Scholes option pricing model with the following assumptions: Nine Months Ended June 30, 2024 2023 Risk free interest rate 4 % 4 % Expected term 5 years 5 years Dividend rate — % — % Volatility 60 % 56 % |
Schedule of Restricted Shares Activity | The following table summarizes our RSU activity during the nine months ended June 30, 2024: Number Weighted Nonvested at beginning of year 75,977 $ 9.15 Granted 24,897 4.82 Released ( 20,421 ) 9.55 Forfeited — — Nonvested at end of period 80,453 $ 7.71 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segments Information | Information concerning our reportable segments is as follows, in thousands: Three Months Ended June 30, Nine Months Ended June 30, 2024 2023 2024 2023 Net Revenues: Semiconductor $ 18,038 $ 19,841 $ 53,006 $ 58,775 Material and Substrate 8,711 10,899 24,096 26,833 $ 26,749 $ 30,740 $ 77,102 $ 85,608 Operating income (loss): Semiconductor $ 1,690 $ 1,042 $ 3,666 $ 4,861 Material and Substrate 1,621 481 ( 5,321 ) 1,411 Non-segment related ( 2,495 ) ( 2,642 ) ( 5,100 ) ( 9,552 ) $ 816 $ ( 1,119 ) $ ( 6,755 ) $ ( 3,280 ) June 30, September 30, Identifiable Assets: Semiconductor $ 73,740 $ 72,466 Material and Substrate 49,399 61,576 Non-segment related* 3,920 2,979 $ 127,059 $ 137,021 * Non-segment related assets include cash, fixed assets, and other assets. |
Major Customers and Foreign S_2
Major Customers and Foreign Sales (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Geographic Areas, Revenues from External Customers [Abstract] | |
Schedule of Revenues by Geographic Region | Our net revenues were from customers in the following geographic regions: Nine Months Ended June 30, 2024 2023 United States 40 % 34 % Canada 1 % 8 % Mexico 1 % 2 % Other — % 1 % Total Americas 42 % 45 % China 20 % 15 % Malaysia 11 % 7 % Taiwan 6 % 6 % Other 4 % 7 % Total Asia 41 % 35 % Germany 7 % 2 % Austria 1 % 5 % Czech Republic 3 % 4 % Other 6 % 9 % Total Europe 17 % 20 % 100 % 100 % |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Summary of Activity for Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Beginning balance | $ 9,015 | $ 9,661 | $ 8,018 | $ 7,231 |
Acquired deposits | 2,077 | |||
New deposits | 1,484 | 593 | 5,031 | 2,794 |
Deferred revenue | (12) | (125) | (18) | (125) |
Refunds of deposits | (467) | |||
Revenue recognized | (1,196) | (2,323) | (3,740) | (3,736) |
Adjustment | (1) | (33) | ||
Ending balance | $ 9,291 | $ 7,807 | $ 9,291 | $ 7,807 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Contract Liabilities - Additional Information (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Sep. 30, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Remaining performance obligations | $ 28.1 | $ 51.8 |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Warranty- Additional Information (Details) | 9 Months Ended |
Jun. 30, 2024 | |
Product Warranty Liability [Line Items] | |
Standard product warranty, description | 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. |
Minimum | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 12 months |
Maximum | |
Product Warranty Liability [Line Items] | |
Standard product warranty, period | 36 months |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Schedule of Product Warranty Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beginning Balance | $ 965 | $ 871 |
Additions for warranties issued during the period | 203 | 411 |
Costs incurred during the period | (19) | 35 |
Changes in estimate for pre-existing warranties | (400) | (284) |
Ending Balance | $ 749 | $ 1,033 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Shipping Expense - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Schedule Of Expense [Line Items] | ||||
Selling, general and administrative expenses | $ 8,209 | $ 10,300 | $ 25,028 | $ 30,924 |
Shipping | ||||
Schedule Of Expense [Line Items] | ||||
Selling, general and administrative expenses | $ 500 | $ 600 | $ 1,600 | $ 2,000 |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Concentrations of Credit Risk - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | |
Concentration Risk [Line Items] | ||
Percentage of cash balances | 70% | 56% |
Investment, Type [Extensible Enumeration] | U S Treasuries And F D I C Insured [Member] | U S Treasuries And F D I C Insured [Member] |
Amtech's | ||
Concentration Risk [Line Items] | ||
Cash Insured Limits | $ 7.9 | $ 6 |
Accounts Receivable | Customer Concentration Risk | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 18% | 17% |
Accounts Receivable | Customer Concentration Risk | Customer Two | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 17% |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies - Fair Value of Financial Instruments - Additional Information (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Amended Loan Agreement [Member] | |
Debt Instrument [Line Items] | |
Carrying value of debt | $ 4 |
Long-Term Debt - Summary of Fin
Long-Term Debt - Summary of Finance Lease Liabilities and Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Debt Instrument [Line Items] | ||
Finance leases | $ 260 | $ 114 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | us-gaap:DebtAndCapitalLeaseObligations | us-gaap:DebtAndCapitalLeaseObligations |
Total | $ 4,241 | $ 10,687 |
Less: current portion of finance lease liabilities and long-term debt | (4,064) | (2,265) |
Finance Lease Liabilities and Long-Term Debt | 177 | 8,422 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 3,981 | $ 10,573 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 0 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Dec. 05, 2023 | Jan. 17, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | |||||||
Interest expense on long term debt and finance lease liabilities | $ 100,000 | $ 200,000 | $ 500,000 | $ 300,000 | |||
Cash and cash equivalents | 13,183,000 | $ 13,183,000 | $ 13,133,000 | ||||
Debt covenant description | 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 | ||||||
Finance leases | $ 260,000 | $ 260,000 | $ 114,000 | ||||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | us-gaap:DebtAndCapitalLeaseObligations | us-gaap:DebtAndCapitalLeaseObligations | us-gaap:DebtAndCapitalLeaseObligations | ||||
Revolving Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt | $ 0 | $ 0 | |||||
Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Carrying value of debt | $ 3,981,000 | $ 3,981,000 | $ 10,573,000 | ||||
Loan and Security Agreement | UMB Bank, N.A. | Revolving Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Loan facility available | $ 8,000,000 | ||||||
Loan facility maturity date | Jan. 17, 2024 | ||||||
Loan and Security Agreement | UMB Bank, N.A. | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments carrying value | $ 12,000,000 | ||||||
Debt instrument maturity date | Jan. 17, 2028 | ||||||
Interest rate | 6.38% | 6.38% | |||||
Loan Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Actual positive EBITDA | $ 3,200,000 | ||||||
Carrying value of debt | $ 4,000,000 | 4,000,000 | |||||
Cash and cash equivalents | 13,200,000 | 13,200,000 | |||||
Loan Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
EBITDA covenant | $ 800,000 | ||||||
Operating lease or rent expense ratio | 1.30% | ||||||
Loan Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Consolidated working capital | 35,000,000 | $ 35,000,000 | |||||
Operating lease or rent expense ratio | 1% | ||||||
Forbearance and Modification Agreement | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments carrying value | $ 10,000,000 | ||||||
Forbearance and Modification Agreement | Revolving Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Amount drawn | 5,600,000 | ||||||
Forbearance and Modification Agreement | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments carrying value | 4,400,000 | ||||||
Forbearance and Modification Agreement | UMB Bank, N.A. | Revolving Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments carrying value | 0 | $ 0 | 0 | ||||
Loan facility available | $ 14,000,000 | ||||||
Percentage of non-utilization fee | 0.125% | ||||||
Line of credit outstanding amount | $ 300,000 | $ 300,000 | $ 0 | ||||
Forbearance and Modification Agreement | UMB Bank, N.A. | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instruments carrying value | $ 4,400,000 | ||||||
Debt instrument maturity date | Jan. 17, 2029 | ||||||
Forbearance and Modification Agreement | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Operating lease or rent expense ratio | 1.30% | ||||||
Forbearance and Modification Agreement | Maximum | UMB Bank, N.A. | Revolving Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Loan facility maturity date | Jan. 17, 2025 | ||||||
Forbearance and Modification Agreement | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Operating lease or rent expense ratio | 1% | ||||||
Forbearance and Modification Agreement | Minimum | UMB Bank, N.A. | Revolving Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Expiration period | 1 year | ||||||
Forbearance and Modification Agreement | Minimum | UMB Bank, N.A. | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument term | 1 year |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 8 Months Ended | 9 Months Ended | ||
Jan. 17, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
UMB Bank, N.A. | Term Loan | Loan and Security Agreement | |||||
Business Acquisition [Line Items] | |||||
Debt instruments carrying value | $ 12,000 | ||||
Debt Instrument, Maturity Date | Jan. 17, 2028 | ||||
UMB Bank, N.A. | Revolving Loan Facility | Loan and Security Agreement | |||||
Business Acquisition [Line Items] | |||||
Loan facility available | $ 8,000 | ||||
Loan facility maturity date | Jan. 17, 2024 | ||||
Entrepix, Inc. | |||||
Business Acquisition [Line Items] | |||||
Total cash consideration for the acquisition | $ 39,227 | $ 39,200 | |||
Business acquisition, percentage of voting interests acquired | 100% | ||||
Cash consideration to the sellers | 35,200 | ||||
Cash paid for debt and Entrepix transaction costs | 4,000 | ||||
Incremental (reversal) amortization expense on intangible assets acquired | $ (600) | $ (600) | |||
Entrepix, Inc. | Term Loan | |||||
Business Acquisition [Line Items] | |||||
Incremental interest expense on loan | $ 100 | $ 400 | |||
Amtech's | General and Administrative Expenses | |||||
Business Acquisition [Line Items] | |||||
Acquisition cost | $ 2,500 |
Acquisition - Summary of Provis
Acquisition - Summary of Provisional Fair Value Assigned to Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 8 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Jun. 30, 2024 | |
Estimated fair value of identifiable assets acquired and liabilities assumed: | ||
Goodwill | $ 27,631 | $ 21,261 |
Entrepix, Inc. | ||
Consideration: | ||
Fair value of total cash consideration transferred | 39,227 | $ 39,200 |
Estimated fair value of identifiable assets acquired and liabilities assumed: | ||
Cash and cash equivalents | 4,289 | |
Accounts receivable, net | 5,884 | |
Inventories | 5,683 | |
Other current assets | 179 | |
Property, plant, and equipment | 2,040 | |
Right-of-use assets | 2,246 | |
Intangible assets | 13,600 | |
Goodwill | 16,463 | |
Other assets | 80 | |
Total assets acquired | 50,464 | |
Accounts payable | 1,574 | |
Other accrued liabilities | 1,994 | |
Contract liabilities | 1,949 | |
Income taxes payable | 985 | |
Current portion of long-term operating lease liabilities | 515 | |
Long-term operating lease liabilities | 1,730 | |
Deferred tax liability | 2,490 | |
Total liabilities assumed | 11,237 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total | $ 39,227 |
Acquisition - Fair Value Associ
Acquisition - Fair Value Associated with Acquired Intangible Assets and Weighted-Average Amortization Periods (Details) - Entrepix, Inc. $ in Thousands | 9 Months Ended |
Jun. 30, 2024 USD ($) | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 13,600 |
Weighted-Average Amortization Period | 6 years 1 month 6 days |
Cost of Sales | Developed Technology Rights [Member] | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 6,700 |
Weighted-Average Amortization Period | 5 years |
Selling, General and Administrative | Customer Relationships | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 2,800 |
Weighted-Average Amortization Period | 10 years |
Selling, General and Administrative | Backlog | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 2,100 |
Weighted-Average Amortization Period | 1 year |
Selling, General and Administrative | Trade names | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 1,800 |
Weighted-Average Amortization Period | 10 years |
Selling, General and Administrative | Noncompetition Agreements | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 200 |
Weighted-Average Amortization Period | 5 years |
Acquisition - Summary of Unaudi
Acquisition - Summary of Unaudited Pro forma Financial Information (Details) - Amtech and Entrepix - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||
Revenues, Net | $ 30,740 | $ 93,206 |
Net Income | $ (580) | $ 883 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,054,466 | 332,000 | 775,233 | 306,000 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Components of Basic and Diluted EPS Calculations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net income (loss) | $ 438 | $ (1,027) | $ (7,950) | $ (567) |
Denominator: | ||||
Weighted-average shares used to compute basic EPS | 14,209 | 14,058 | 14,198 | 14,031 |
Weighted-average shares used to compute diluted EPS | 14,254 | 14,058 | 14,198 | 14,031 |
Net income (loss) per basic share | $ 0.03 | $ (0.07) | $ (0.56) | $ (0.04) |
Net income (loss) per diluted share | $ 0.03 | $ (0.07) | $ (0.56) | $ (0.04) |
Stock Options | ||||
Denominator: | ||||
Dilutive potential common shares | 5 | |||
RSU | ||||
Denominator: | ||||
Dilutive potential common shares | 40 |
Inventories - Schedule of Compo
Inventories - Schedule of Components of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Inventory Disclosure [Abstract] | ||
Purchased parts and raw materials | $ 20,550 | $ 22,627 |
Work-in-process | 5,806 | 7,774 |
Finished goods | 2,397 | 4,444 |
Inventories | $ 28,753 | $ 34,845 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 | Sep. 30, 2023 | |
Lessee Lease Description [Line Items] | ||
Operating lease, existence of option to extend | true | |
Operating lease, optional lease extension periods for multiple leases, description | Operating lease payments include $2.3 million related to options to extend lease terms that are reasonably certain of being exercised. | |
Payments related to optional lease extension periods for multiple leases | $ 2,300 | |
Operating lease ROU asset | 17,559 | $ 11,217 |
Operating lease liability | $ 17,985 |
Leases - Schedule of Financial
Leases - Schedule of Financial Statement Classification of Lease Balances Within Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Leases [Abstract] | ||
Right-of-use assets - operating | $ 17,559 | $ 11,217 |
Right-of-use assets - finance | $ 197 | $ 123 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property, Plant and Equipment - Net | Property, Plant and Equipment - Net |
Total right-of-use assets | $ 17,756 | $ 11,340 |
Operating lease liabilities | $ 1,856 | $ 2,623 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Operating lease liabilities | Operating lease liabilities |
Finance lease liabilities | $ 83 | $ 64 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Current maturities of finance lease liabilities and long-term debt | Current maturities of finance lease liabilities and long-term debt |
Total current portion of long-term lease liabilities | $ 1,939 | $ 2,687 |
Operating lease liabilities | $ 16,129 | $ 8,894 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities | Operating lease liabilities |
Finance lease liabilities | $ 177 | $ 50 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Finance Lease Liabilities and Long-Term Debt | Finance Lease Liabilities and Long-Term Debt |
Total long-term lease liabilities | $ 16,306 | $ 8,944 |
Total lease liabilities | $ 18,245 | $ 11,631 |
Leases - Schedule of Financia_2
Leases - Schedule of Financial Statement Classification of Lease Expenses Reported in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lessee Lease Description [Line Items] | ||||
Total lease cost | $ 1,033 | $ 944 | $ 2,869 | $ 2,534 |
Cost of sales | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease cost | 617 | 708 | 1,735 | 1,857 |
Finance lease cost | 0 | 1 | 2 | 3 |
Short-term lease cost | 0 | 8 | 0 | 25 |
Selling, general and administrative | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease cost | 375 | 204 | 1,043 | 583 |
Finance lease cost | 38 | 20 | 80 | 56 |
Research, development and engineering | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease cost | $ 3 | $ 3 | $ 9 | $ 10 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments Under Non-cancelable Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Operating Lease | ||
Remainder of 2024 | $ 554 | |
2025 | 3,065 | |
2026 | 2,870 | |
2027 | 2,290 | |
2028 | 2,330 | |
Thereafter | 12,386 | |
Total lease payments | 23,495 | |
Less: Interest | 5,510 | |
Present value of lease liabilities | 17,985 | |
Finance Lease | ||
Remainder of 2024 | 25 | |
2025 | 98 | |
2026 | 98 | |
2027 | 60 | |
2028 | 5 | |
Thereafter | 0 | |
Total lease payments | 286 | |
Less: Interest | 26 | |
Present value of lease liabilities | 260 | $ 114 |
Operating Lease and Finance lease | ||
Remainder of 2024 | 579 | |
2025 | 3,163 | |
2026 | 2,968 | |
2027 | 2,350 | |
2028 | 2,335 | |
Thereafter | 12,386 | |
Total lease payments | 23,781 | |
Less: Interest | 5,536 | |
Present value of lease liabilities | $ 18,245 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Term and Discount Rates (Details) | Jun. 30, 2024 | Sep. 30, 2023 |
Leases [Abstract] | ||
Operating leases, Weighted average remaining lease term | 8 years 7 months 28 days | 7 years 3 months 21 days |
Finance leases, Weighted average remaining lease term | 2 years 11 months 4 days | 2 years 6 months 14 days |
Operating leases, Weighted average discount rate | 6.01% | 5.50% |
Finance leases, Weighted average discount rate | 6.18% | 4.91% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 16,088 | $ 16,088 |
Accumulated Amortization | (5,442) | (4,785) |
Net Carrying Amount | $ 4,178 | 6,114 |
Backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 1 year | |
Gross Carrying Amount | $ 2,100 | 2,100 |
Less asset impairments: | (425) | (425) |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 4,409 | 4,409 |
Less asset impairments: | $ (339) | (119) |
Customer Relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 6 years | |
Customer Relationships | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 10 years | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 1 year 9 months | |
Gross Carrying Amount | $ 6,700 | 6,700 |
Less asset impairments: | $ (5,494) | (4,645) |
Noncompetition Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 5 years | |
Gross Carrying Amount | $ 200 | 200 |
Less asset impairments: | (160) | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,679 | $ 2,679 |
Less asset impairments: | $ (50) | |
Trade names | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 3 years | |
Trade names | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Useful Life | 15 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 174 | |
2025 | 511 | |
2026 | 511 | |
2027 | 511 | |
2028 | 511 | |
Thereafter | 1,960 | |
Net Carrying Amount | $ 4,178 | $ 6,114 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of Intangible Assets | $ 200,000 | $ 1,000,000 | $ 700,000 | $ 2,000,000 | |
Impairment of goodwill | $ 6,370,000 | ||||
Materials and Substrate | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Total impairment charge | $ 1,300,000 | ||||
Semiconductor and Material and Substrate | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of goodwill | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 USD ($) | Sep. 30, 2023 USD ($) | |
Goodwill [Line Items] | ||
Beginning balance | $ 27,631 | |
Impairment of goodwill | (6,370) | |
Goodwill | 27,631 | $ 27,631 |
Accumulated impairment losses | (6,370) | |
Ending balance | 21,261 | |
Semiconductor | ||
Goodwill [Line Items] | ||
Beginning balance | 5,905 | |
Goodwill | 5,905 | 5,905 |
Ending balance | 5,905 | |
Material and Substrate | ||
Goodwill [Line Items] | ||
Beginning balance | 21,726 | |
Impairment of goodwill | (6,370) | |
Goodwill | 21,726 | $ 21,726 |
Accumulated impairment losses | (6,370) | |
Ending balance | $ 15,356 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | (10.20%) | 82.80% | ||
U.S. federal statutory rate | 21% | 21% | ||
Income tax (benefit) expense | $ 457 | $ 211 | $ 738 | $ (2,739) |
Equity and Stock-Based Compen_3
Equity and Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 500 | $ 200 | $ 1,155 | $ 528 |
Equity and Stock-Based Compen_4
Equity and Stock-Based Compensation - Summary of Stock Option Activity (Details) - Employee Stock Option | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Options | |
Outstanding at beginning of period | shares | 672,924 |
Granted | shares | 557,500 |
Exercised | shares | (5,000) |
Forfeited | shares | (109,075) |
Outstanding at end of period | shares | 1,116,349 |
Exercisable at end of period | shares | 392,684 |
Weighted average fair value of options granted during the period | $ 2.44 |
Weighted Average Exercise Price | |
Outstanding at beginning of period | 8.76 |
Granted | 5.66 |
Exercised | 5.67 |
Forfeited | 9.53 |
Outstanding at end of period | 7.15 |
Exercisable at end of period | $ 8.32 |
Equity and Stock-Based Compen_5
Equity and Stock-Based Compensation - Schedule of Fair Value of Stock Option Using Black-Scholes Option Pricing Model (Details) | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Risk free interest rate | 4% | 4% |
Expected term | 5 years | 5 years |
Volatility | 60% | 56% |
Equity and Stock-Based Compen_6
Equity and Stock-Based Compensation - Summary of RSU activity (Details) - RSU | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Nonvested at beginning of period | shares | 75,977 |
Number of shares, Granted | shares | 24,897 |
Number of shares, Released | shares | (20,421) |
Nonvested at end of period | shares | 80,453 |
Weighted Average Grant Date Fair Value, Nonvested at beginning of year | $ / shares | $ 9.15 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ / shares | 4.82 |
Weighted Average Grant Date Fair Value, Released | $ / shares | 9.55 |
Weighted Average Grant Date Fair Value, Nonvested at end of period | $ / shares | $ 7.71 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 9 Months Ended |
Jun. 30, 2024 USD ($) | |
Commitments and Contingencies [Line Items] | |
Purchase obligation | $ 11.3 |
Minimum | |
Commitments and Contingencies [Line Items] | |
Severance payment term | 6 months |
Maximum | |
Commitments and Contingencies [Line Items] | |
Severance payment term | 12 months |
Reportable Segments - Additiona
Reportable Segments - Additional Information (Details) | 9 Months Ended |
Jun. 30, 2024 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
Reportable Segments - Schedule
Reportable Segments - Schedule of Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | ||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | $ 26,749 | $ 30,740 | $ 77,102 | $ 85,608 | ||
Operating income (loss) | 816 | (1,119) | (6,755) | (3,280) | ||
Identifiable Assets | 127,059 | 127,059 | $ 137,021 | |||
Operating Segments | Semiconductor | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | 18,038 | 19,841 | 53,006 | 58,775 | ||
Operating income (loss) | 1,690 | 1,042 | 3,666 | 4,861 | ||
Identifiable Assets | 73,740 | 73,740 | 72,466 | |||
Operating Segments | Material and Substrate | ||||||
Segment Reporting Information [Line Items] | ||||||
Net Revenues | 8,711 | 10,899 | 24,096 | 26,833 | ||
Operating income (loss) | 1,621 | 481 | (5,321) | 1,411 | ||
Identifiable Assets | 49,399 | 49,399 | 61,576 | |||
Non-Segment Related | ||||||
Segment Reporting Information [Line Items] | ||||||
Operating income (loss) | (2,495) | $ (2,642) | (5,100) | $ (9,552) | ||
Identifiable Assets | [1] | $ 3,920 | $ 3,920 | $ 2,979 | ||
[1] * Non-segment related assets include cash, fixed assets, and other assets. |
Major Customers and Foreign S_3
Major Customers and Foreign Sales - Additional Information (Details) | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Net Revenues | Customer Concentration Risk | Customer One | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11% | 11% |
Major Customers and Foreign S_4
Major Customers and Foreign Sales - Schedule of Revenues by Geographic Region (Details) - Net Revenues - Geographic Concentration Risk | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 100% | 100% |
United States | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 40% | 34% |
Canada | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 1% | 8% |
Mexico | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 1% | 2% |
Other North America | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 1% | |
Total Americas | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 42% | 45% |
China | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 20% | 15% |
Malaysia | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 11% | 7% |
Taiwan | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 6% | 6% |
Other Asia | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 4% | 7% |
Total Asia | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 41% | 35% |
Germany | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 7% | 2% |
Austria | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 1% | 5% |
Czech Republic | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 3% | 4% |
Other Europe | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 6% | 9% |
Total Europe | ||
Revenue, Major Customer [Line Items] | ||
Concentration risk, percentage | 17% | 20% |