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Goodwill and Intangible Assets
9 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

6. 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

 

2025

 

 

2024

 

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

 

 

 

 

(5,916

)

 

 

(5,616

)

Less asset impairments:

 

 

 

 

 

 

 

 

   Backlog

 

 

 

 

(425

)

 

 

(425

)

   Customer relationships

 

 

 

 

(2,111

)

 

 

(339

)

   Developed technology

 

 

 

 

(5,494

)

 

 

(5,494

)

   Noncompetition agreements

 

 

 

 

(160

)

 

 

(160

)

   Trade names

 

 

 

 

(847

)

 

 

(50

)

Intangible assets, net

 

 

$

1,135

 

 

$

4,004

 

 

The estimated aggregate amortization expense for each of the five succeeding fiscal years as of June 30, 2025 is as follows, in thousands:

 

Year ending September 30:

 

Amount

 

2025

 

$

44

 

2026

 

 

177

 

2027

 

 

177

 

2028

 

 

177

 

2029

 

 

177

 

Thereafter

 

 

383

 

Total

 

$

1,135

 

 

 

The aggregate amortization expense during the three months ended June 30, 2025 and 2024 was $0.1 million and $0.2 million, respectively. The aggregate amortization expense during the nine months ended June 30, 2025 and 2024 was $0.3 million and $0.7 million, respectively.

 

We review our intangible assets for impairment when events or circumstances indicate the carrying value may not be recoverable. For the period ended March 31, 2025, the Company lowered its guidance for the second quarter of fiscal year 2025 and reset projections for the rest of the year due to a prolonged weakness in the mature node semiconductor market driven by high inventory, tepid demand, and geopolitical tensions. As disclosed 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 Semiconductor Fabrication Solutions segment and Thermal Processing Solutions segment was in excess of fair value and was impaired. Prior to recognizing any impairment of goodwill, we tested the related long-lived assets for impairment in our Semiconductor Fabrication Solutions and Thermal Processing Solutions segments. We tested each identified asset group within each 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 within our Semiconductor Fabrication Solutions segment. 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 was estimated using various valuation methodologies, including the multi-period excess earnings method and 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 Semiconductor Fabrication Solutions segment of $2.6 million during the quarter ended March 31, 2025. The $2.6 million impairment consists of $1.8 million for customer relationships and $0.8 million for trade names primarily at Entrepix.

 

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 Semiconductor Fabrication Solutions 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 Semiconductor Fabrication Solutions segment. We tested each identified asset group within our Semiconductor Fabrication Solutions 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 Semiconductor Fabrication

Solutions 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, Thermal Processing Solutions and Semiconductor Fabrication Solutions. The changes in carrying amount of goodwill allocated to each of the reporting units for the nine months ended June 30, 2025 is as follows, in thousands:

 

 

 

Thermal Processing Solutions

 

 

Semiconductor Fabrication Solutions

 

 

Total Goodwill

 

Goodwill

 

$

5,905

 

 

$

21,726

 

 

$

27,631

 

Accumulated impairment losses

 

 

 

 

 

(6,370

)

 

 

(6,370

)

Balance at September 30, 2024

 

 

5,905

 

 

 

15,356

 

 

 

21,261

 

Goodwill acquired

 

 

 

 

 

 

 

 

 

Impairment of goodwill

 

 

(4,997

)

 

 

(15,356

)

 

 

(20,353

)

Balance at June 30, 2025

 

$

908

 

 

$

 

 

$

908

 

Goodwill

 

$

5,905

 

 

$

15,356

 

 

$

21,261

 

Accumulated impairment losses

 

 

(4,997

)

 

 

(15,356

)

 

 

(20,353

)

Balance at June 30, 2025

 

$

908

 

 

$

 

 

$

908

 

 

On January 17, 2023, we acquired Entrepix, which has been integrated into our Semiconductor Fabrication Solutions segment. Under the purchase method of accounting, the purchase price for the acquisition was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess purchase price over fair value of net assets acquired of approximately $16.5 million was recorded as goodwill in the Semiconductor Fabrication Solutions segment. The primary driver for this acquisition was to add CMP and wafer cleaning equipment to our existing substrate polishing and wet process chemical offerings.

 

We review goodwill for impairment when events or circumstances indicate the carrying value may not be recoverable. For the period ended March 31, 2025, the Company lowered its guidance for the second quarter of fiscal year 2025 and reset projections for future periods due to prolonged weakness in the mature node semiconductor market driven by high inventory, tepid demand, and geopolitical tensions. This triggering event indicated a need to test goodwill for impairment. The goodwill impairment test indicated book value was in excess of fair value by $15.4 million for our Semiconductor Fabrication Solutions segment and $5.0 million for our Thermal Processing Solutions segment. As a result, we recorded a $20.4 million impairment charge in the period ended March 31, 2025.

 

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 leading to a $6.4 million impairment charge in fiscal 2024. This triggering event indicated a need to test goodwill for impairment. The goodwill impairment test indicated the book value of our Semiconductor Fabrication Solutions (formerly Material and Substrate) reporting unit was in excess of fair value. As a result, we recorded a $6.4 million impairment charge in the period ended December 31, 2023. There was no goodwill impairment identified in our Thermal Processing Solutions (formerly 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.