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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended: June 30, 2025


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

For the transition period from ________________ to ________________

Commission File Number: 0-11412

AMTECH SYSTEMS, INC.

(Exact name of registrant as specified in its charter)


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

58 South River Drive Suite 370, Tempe, Arizona		85288
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 480-967-5146

Securities registered pursuant to Section 12(b) of the Act:


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

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

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

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


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

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

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

At August 1, 2025, there were outstanding 14,313,963 shares of Common Stock.

AMTECH SYSTEMS, INC. AND SUBSIDIARIES

TABLE OF CONTENTS


	Page
Cautionary Statement Regarding Forward-Looking Statements	3
PART I. FINANCIAL INFORMATION	4
Item 1. Condensed Consolidated Financial Statements	4
Condensed Consolidated Balance Sheets June 30, 2025 (Unaudited) and September 30, 2024	4
Condensed Consolidated Statements of Operations (Unaudited) Three and Nine Months Ended June 30, 2025 and 2024	5
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three and Nine Months Ended June 30, 2025 and 2024	6
Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three and Nine Months Ended June 30, 2025 and 2024	7
Condensed Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended June 30, 2025 and 2024	8
Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Overview	22
Results of Operations	23
Liquidity and Capital Resources	27
Off-Balance Sheet Arrangements	28
Contractual Obligations	28
Critical Accounting Estimates	28
Impact of Recently Issued Accounting Pronouncements	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	29
Item 4. Controls and Procedures	29
PART II. OTHER INFORMATION	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	31
SIGNATURES	32

Cautionary Note Regarding Forward-Looking Statements

Our discussion and analysis in this Quarterly Report on Form 10-Q ("Quarterly Report"), our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (the “2024 Form 10-K”), our other reports that we file with the Securities and Exchange Commission (“SEC”), our press releases and in public statements of our officers and corporate spokespersons contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our or our officers’ current expectations or forecasts of future events. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. We have tried, wherever possible, to identify such statements by using words such as “may,” “plan,” “anticipate,” “seek,” “will,” “expect,” “intend,” “estimate,” “believe,” “continue,” “predict,” “potential,” “project,” “should,” “would,” “could,” “likely,” “future,” “target,” “forecast,” “goal,” “observe,” and “strategy” or the negative thereof or variations thereon or similar terminology relating to the uncertainty of future events or outcomes. Any expectations based on these forward-looking statements are subject to risks and uncertainties and other important factors. Some factors that could cause actual results to differ materially from those anticipated include, among others, future economic conditions, including changes in the markets in which we operate; changes in tariffs or trade policies, particularly between the U.S. and countries where we have operations or customers; changes in demand for our services and products; our revenue and operating performance; difficulties in successfully executing our growth initiatives; difficulties in executing on our strategic initiatives with respect to our Semiconductor Fabrication Solutions business segment; the effects of competition in the markets in which we operate, including the adverse impact of competitive product announcements or new entrants into our markets and transfers of resources by competitors into our markets; the cyclical nature of the semiconductor industry; pricing and gross profit pressures; control of costs and expenses; risks associated with new technologies and the impact on our business; legislative, regulatory, and competitive developments in markets in which we operate; possible future claims, litigation or enforcement actions and the results of any such claim, litigation proceeding, or enforcement action; the impact of any future pandemic or other business interruptions on our business operations, financial results and financial position; risks of future cybersecurity incidents; adverse developments affecting financial institutions, including bank failures; and other circumstances and risks identified in this Quarterly Report or referenced from time to time in our filings with the SEC. The occurrence of the events described, and the achievement of expected results, depend on many events, some or all of which are not predictable or within our control. These and many other factors could affect Amtech’s future operating results and financial condition and could cause actual results to differ materially from expectations based on forward-looking statements made in this document or elsewhere by Amtech or on its behalf.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our or our officers’ current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to certain risks and uncertainties. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this Quarterly Report will in fact transpire or prove to be accurate. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made.

The Company undertakes no obligation to update or publicly revise any forward-looking statement whether as a result of new information, future developments or otherwise after the date of this Quarterly Report. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this cautionary statement. You are advised, however, to consult any further disclosures we make on related subjects in our subsequently filed Form 10-Q, Form 8-K and Form 10-K reports and our other filings with the SEC. Also note that we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business under “Item 1A. Risk Factors” of our 2024 Form 10-K. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand it is not possible to predict or identify all such factors.

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

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

AMTECH SYSTEMS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share data)


	June 30, 2025			September 30, 2024
Assets	(Unaudited)
Current Assets
Cash and cash equivalents	$	15,563		$	11,086
Accounts receivable (less allowance for credit losses of $126 and $103 at June 30, 2025 and September 30, 2024, respectively)		19,047			21,989
Inventories		19,620			26,867
Income taxes receivable		152			132
Other current assets		3,373			4,302
Total current assets		57,755			64,376
Property, Plant and Equipment - Net		10,445			11,647
Right-of-Use Assets - Net		17,856			16,596
Intangible Assets - Net		1,135			4,004
Goodwill		908			21,261
Deferred Income Taxes - Net		185			185
Other Assets		1,180			884
Total Assets	$	89,464		$	118,953

Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	6,899		$	5,356
Accrued compensation and related taxes		1,666			2,057
Accrued warranty expense		414			602
Other accrued liabilities		1,522			477
Current maturities of finance lease liabilities and long-term debt		112			101
Current portion of long-term operating lease liabilities		1,828			2,041
Contract liabilities		6,399			8,965
Total current liabilities		18,840			19,599
Finance Lease Liabilities and Long-Term Debt		127			189
Long-Term Operating Lease Liabilities		16,894			15,240
Income Taxes Payable		1,750			1,510
Other Long-Term Liabilities		135			57
Total Liabilities		37,746			36,595
Commitments and Contingencies (Note 9)
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: 14,313,963 and 14,258,879 at June 30, 2025 and September 30, 2024, respectively		143			143
Additional paid-in capital		129,577			128,466
Accumulated other comprehensive loss		(1,077	)		(720	)
Retained deficit		(76,925	)		(45,531	)
Total Shareholders’ Equity		51,718			82,358
Total Liabilities and Shareholders’ Equity	$	89,464		$	118,953

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

AMTECH SYSTEMS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(in thousands, except per share data)


	Three Months Ended June 30,						Nine Months Ended June 30,
	2025			2024			2025			2024
Revenues, net	$	19,557		$	26,749		$	59,522		$	77,102
Cost of sales		10,425			16,991			41,353			49,825
Intangible asset impairment		—			—			—			849
Gross profit		9,132			9,758			18,169			26,428

Selling, general and administrative		7,387			8,209			22,553			25,028
Research, development and engineering		364			693			2,070			3,202
Loss (gain) on sale of fixed assets		45			—			274			(2,197	)
Goodwill impairment		—			—			20,353			6,370
Intangible asset impairment		—			—			2,569			430
Severance expense		421			40			678			350
Operating income (loss)		915			816			(30,328	)		(6,755	)
Interest income		88			2			119			35
Interest expense		(5	)		(107	)		(19	)		(498	)
Foreign currency (loss) gain		(96	)		182			305			(5	)
Other		3			2			45			11
Income (loss) before income tax provision		905			895			(29,878	)		(7,212	)
Income tax provision		799			457			1,516			738
Net income (loss)	$	106		$	438		$	(31,394	)	$	(7,950	)
Income (Loss) Per Share:
Net income (loss) per basic share	$	0.01		$	0.03		$	(2.20	)	$	(0.56	)
Net income (loss) per diluted share	$	0.01		$	0.03		$	(2.20	)	$	(0.56	)
Weighted average shares outstanding:
Basic		14,314			14,209			14,294			14,198
Diluted		14,314			14,254			14,294			14,198

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

AMTECH SYSTEMS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(in thousands)


	Three Months Ended June 30,					Nine Months Ended June 30,
	2025		2024			2025			2024
Net income (loss)	$	106	$	438		$	(31,394	)	$	(7,950	)
Foreign currency translation adjustment		239		(99	)		(357	)		120
Comprehensive income (loss)	$	345	$	339		$	(31,751	)	$	(7,830	)

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

AMTECH SYSTEMS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Shareholders’ Equity

(Unaudited)

(in thousands)


	Common Stock						Accumulated Other						Total
	Shares		Par Value		Additional Paid- In Capital		Comprehensive (Loss) Income			Retained Deficit			Shareholders' Equity
Balance at September 30, 2023		14,186	$	142	$	126,963	$	(1,695	)	$	(37,045	)	$	88,365
Net loss		—		—		—		—			(9,358	)		(9,358	)
Translation adjustment		—		—		—		269			—			269
Stock compensation expense		—		—		317		—			—			317
Stock options exercised		5		—		28		—			—			28
Balance at December 31, 2023		14,191	$	142	$	127,308	$	(1,426	)	$	(46,403	)	$	79,621
Net income		—		—		—		—			970			970
Translation adjustment		—		—		—		(50	)		—			(50	)
Stock compensation expense		—		—		350		—			—			350
Stock options exercised		18		—		—		—			—			—
Balance at March 31, 2024		14,209		142		127,658		(1,476	)		(45,433	)		80,891
Net income		—		—		—		—			438			438
Translation adjustment		—		—		—		(99	)		—			(99	)
Stock compensation expense		—		—		488		—			—			488
Balance at June 30, 2024		14,209	$	142	$	128,146	$	(1,575	)	$	(44,995	)	$	81,718

Balance at September 30, 2024		14,259	$	143	$	128,466	$	(720	)	$	(45,531	)	$	82,358
Net income		—		—		—		—			312			312
Translation adjustment		—		—		—		(711	)		—			(711	)
Stock compensation expense		—		—		333		—			—			333
Stock options exercised		30		—		150		—			—			150
Balance at December 31, 2024		14,289	$	143	$	128,949	$	(1,431	)	$	(45,219	)	$	82,442
Net loss		—		—		—		—			(31,812	)		(31,812	)
Translation adjustment		—		—		—		115			—			115
Stock compensation expense		—		—		290		—			—			290
RSU vested		25		—		—		—			—			—
Stock options exercised		—		—		—		—			—			—
Balance at March 31, 2025		14,314		143		129,239		(1,316	)		(77,031	)		51,035
Net income		—		—		—		—			106			106
Translation adjustment		—		—		—		239			—			239
Stock compensation expense		—		—		338		—			—			338
RSU vested		—		—		—		—			—			—
Stock options exercised		—		—		—		—			—			—
Balance at June 30, 2025		14,314	$	143	$	129,577	$	(1,077	)	$	(76,925	)	$	51,718

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

AMTECH SYSTEMS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)


	Nine Months Ended June 30,
	2025			2024
Operating Activities
Net loss	$	(31,394	)	$	(7,950	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		2,167			2,310
Write-down of inventory		6,647			1,367
Goodwill impairment		20,353			6,370
Intangible asset impairment		2,569			1,279
Deferred income taxes		—			(13	)
Non-cash share-based compensation expense		961			1,155
Loss (gain) on sale of fixed assets		274			(2,197	)
Provision for allowance for credit losses		43			(21	)
Changes in operating assets and liabilities:
Accounts receivable		2,899			2,204
Inventories		600			4,695
Other assets		3,057			4,205
Accounts payable		1,477			(1,965	)
Accrued income taxes		219			548
Accrued and other liabilities		(1,696	)		(4,298	)
Contract liabilities		(2,567	)		1,274
Net cash provided by operating activities		5,609			8,963
Investing Activities
Purchases of property, plant and equipment		(704	)		(5,310	)
Proceeds from the sale of property, plant and equipment		12			2,700
Net cash used in investing activities		(692	)		(2,610	)
Financing Activities
Proceeds from the exercise of stock options		150			28
Payments on long-term debt		(70	)		(6,668	)
Net cash provided by (used in) financing activities		80			(6,640	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(520	)		337
Net Increase in Cash and Cash Equivalents		4,477			50
Cash and Cash Equivalents, Beginning of Period		11,086			13,133
Cash and Cash Equivalents, End of Period	$	15,563		$	13,183
Supplemental Cash Flow Information:
Income tax payments, net	$	1,297		$	189
Interest paid	$	18		$	498

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

AMTECH SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE AND NINE MONTHS ENDED JUNE 30, 2025 AND 2024

(UNAUDITED)

1. Basis of Presentation and Significant Accounting Policies

Nature of Operations and Basis of Presentation – Amtech provides equipment, consumables and services for semiconductor wafer fabrication and device packaging. Our products are used in fabricating semiconductor devices, such as silicon carbide (SiC) and silicon (Si) power devices, digital and analog devices, power electronic packages, advanced semiconductor packages and electronic assemblies. We sell these products to semiconductor device and module manufacturers worldwide, particularly in Asia, North America and Europe.

We serve niche markets in industries that are experiencing technological advances, and which historically have been very cyclical. Therefore, our future profitability and growth depend on our ability to develop or acquire and market profitable new products and on our ability to adapt to cyclical trends.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and consequently do not include all disclosures normally required by accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements contain all adjustments necessary, all of which are of a normal and recurring nature, to present fairly our financial position, results of operations and cash flows. Certain information and note disclosures normally included in financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. The condensed consolidated balance sheet at September 30, 2024, 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, 2024.

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, 2025, 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 review our intangible assets for impairment when events or circumstances indicate the carrying value 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, 2024.

In the second quarter of fiscal year 2025 and the first quarter of fiscal year 2024, we recorded impairment of definite lived intangible assets in our Semiconductor Fabrication Solutions segment. See Note 6 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, 2024.

In the second quarter of fiscal year 2025, we recorded an impairment of goodwill in our Semiconductor Fabrication Solutions and Thermal Processing Solutions segments. Additionally, we recorded an impairment of goodwill in our Semiconductor Fabrication Solutions segment in the first quarter of fiscal year 2024. See Note 6 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, 2025 and September 30, 2024.

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


	Three Months Ended June 30,						Nine Months Ended June 30,
	2025			2024			2025			2024
Beginning balance	$	6,208		$	9,015		$	8,965		$	8,018
New deposits		(4,842	)		1,484			397			5,031
Deferred revenue		(172	)		(12	)		(40	)		(18	)
Revenue recognized		5,205			(1,196	)		(2,923	)		(3,740	)
Adjustment		—			—			—			—
Ending balance	$	6,399		$	9,291		$	6,399		$	9,291

As of June 30, 2025, we had approximately $21.2 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, 2024, we had approximately $25.3 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, 2025, 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,
	2025			2024
Beginning balance	$	602		$	965
Additions for warranties issued during the period		61			203
Costs incurred during the period		(16	)		(19	)
Changes in estimate for pre-existing warranties		(233	)		(400	)
Ending balance	$	414		$	749

Shipping Expense – Shipping and handling fees associated with outbound freight are expensed as incurred and included in selling, general and administrative expenses. Shipping expense was $0.3 million and $0.5 million for the three months ended June 30, 2025 and 2024, respectively, and $1.0 million and $1.6 million for the nine months ended June 30, 2025 and 2024, respectively.

Employee Retention Tax – The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provided an employee retention credit (“ERC”) which was a refundable tax credit against certain employment taxes. The Consolidated Appropriations Act (the “Appropriations Act”) extended and expanded the availability of the employee retention credit through December 31, 2021. The Appropriations Act amended the employee retention credit to be equal to 70% of qualified wages paid to employees during the 2021 calendar year. The Company qualified for the employee retention credit for qualified wages through December 2021, and filed a cash refund claim during the calendar year ended December 31, 2023. The employee retention credit in the amount of $2.1 million was received in the Company’s third fiscal quarter of 2025 and recognized as a reduction to payroll tax expense on the Condensed Consolidated Statements of Operations for the three months ended June 30, 2025. The ERC was credited against cost of sales, selling, general and administrative, and research, development and engineering for $1.0 million, $0.8 million, and $0.3 million, 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, 2025 and September 30, 2024, one Thermal Processing Solutions customer represented 15% and 12%, respectively, of accounts receivable.

We maintain our cash and cash equivalents in multiple financial institutions. Balances in the United States, which account for approximately 72% and 66% of total cash balances as of June 30, 2025 and September 30, 2024, 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, 2025 and September 30, 2024 Amtech’s balances exceeded insured limits by approximately $9.7 million and $5.7 million, respectively. We have not experienced any losses on such accounts.

Refer to Note 11 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 – Our Loan Agreement with UMB Bank was fully repaid in the fourth quarter of fiscal 2024, and was subsequently terminated effective September 11, 2024. The carrying value of debt under our Loan Agreement was based on fixed interest rates. 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 November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2023-07”), which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. This ASU is effective for our annual periods beginning October 1, 2027, and interim periods beginning October 1, 2028, and requires either prospective or retrospective application. We are currently evaluating the impact of this ASU on our disclosures.

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. We are currently evaluating the impact of this ASU on our disclosures.

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 of this ASU on our disclosures. The updated guidance is not expected to have a material impact to the Company’s consolidated financial statements or disclosures.

There were no other new accounting pronouncements issued or effective as of June 30, 2025 that had or are expected to have a material impact on our consolidated financial statements.

2. Long-Term Debt

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


	June 30, 2025			September 30, 2024
Finance leases	$	239		$	290
Less: current portion of finance lease liabilities and long-term debt		(112	)		(101	)
Finance Lease Liabilities and Long-Term Debt	$	127		$	189

Interest expense on finance lease liabilities and long-term debt was $6,000 and $108,000 for the three months ended June 30, 2025 and 2024, and $18,000 and $498,000 for the nine months ended June 30, 2025 and 2024, 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., and UMB Bank, N.A., national banking association. The Loan Agreement provided 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, each of which were secured by a first priority lien on substantially all of our assets. The recorded amount of the Term Loan had an interest rate of 6.38% and the Revolver had a floating per annum rate of interest equal to the Prime Rate, adjusted daily.

The Loan Agreement was fully repaid in the fourth quarter of 2024 and was subsequently terminated effective September 11, 2024. See the disclosure in our prior filings with the SEC for a discussion of the financial covenants that were in effect under the Loan Agreement, our failure to comply with the Debt to EBITDA and Fixed Charge Coverage Ratio covenants thereunder, and the Forbearance and Modification Agreement that we operated under prior to terminating this credit facility.

Finance Lease Obligations

Our finance lease obligations totaled $0.2 million and $0.3 million as of June 30, 2025 and September 30, 2024, 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, 2025 and September 30, 2024. See Note 5 for additional information.

3. 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, 2025, options for 929,490 and 956,480 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, 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. 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,
	2025		2024		2025			2024
Numerator:
Net income (loss)	$	106	$	438	$	(31,394	)	$	(7,950	)

Denominator:
Weighted-average shares used to compute basic EPS		14,314		14,209		14,294			14,198
Dilutive potential common shares due to stock options (1)		—		5		—			—
Dilutive potential common shares due to RSUs (1)		—		40		—			—
Weighted-average shares used to compute diluted EPS		14,314		14,254		14,294			14,198

Income (loss) per share:
Net income (loss) per basic share	$	0.01	$	0.03	$	(2.20	)	$	(0.56	)
Net income (loss) per diluted share	$	0.01	$	0.03	$	(2.20	)	$	(0.56	)

(1)

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

4. Inventories

The components of inventories are as follows, in thousands:


	June 30, 2025		September 30, 2024
Purchased parts and raw materials	$	10,286	$	17,958
Work-in-process		7,570		6,934
Finished goods		1,764		1,975
	$	19,620	$	26,867

5. 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, 2025		September 30, 2024
Assets
Right-of-use assets - operating	$	17,856	$	16,596
Right-of-use assets - finance		190		227
Total right-of-use assets	$	18,046	$	16,823
Liabilities
Current
Operating lease liabilities	$	1,828	$	2,041
Finance lease liabilities		112		101
Total current portion of long-term lease liabilities		1,940		2,142
Long-term
Operating lease liabilities		16,894		15,240
Finance lease liabilities		127		189
Total long-term lease liabilities		17,021		15,429
Total lease liabilities	$	18,961	$	17,571

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	2025		2024		2025		2024
Operating lease cost	Cost of sales	$	454	$	617	$	1,373	$	1,735
Operating lease cost	Selling, general and administrative		371		375		1,098		1,043
Operating lease cost	Research, development and engineering		3		3		9		9
Finance lease cost	Cost of sales		—		—		—		2
Finance lease cost	Selling, general and administrative		26		38		76		80
Total lease cost		$	854	$	1,033	$	2,556	$	2,869

Future minimum lease payments under non-cancelable leases as of June 30, 2025 are as follows, in thousands:


	Operating Leases		Finance Leases		Total
Remainder of 2025	$	776	$	31	$	807
2026		3,045		126		3,171
2027		3,056		85		3,141
2028		3,117		12		3,129
2029		3,184		4		3,188
Thereafter		11,383		—		11,383
Total lease payments		24,561		258		24,819
Less: Interest		5,839		19		5,858
Present value of lease liabilities	$	18,722	$	239	$	18,961

Operating lease payments include $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, 2025			September 30, 2024
Weighted average remaining lease term
Operating leases	7.87 years			8.47 years
Finance leases	2.18 years			2.73 years
Weighted average discount rate
Operating leases		6.85	%		6.58	%
Finance leases		6.56	%		6.43	%

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.

7. Income Taxes

Our effective tax rate was (5.1%) and (10.2%) for the nine months ended June 30, 2025 and 2024, respectively. The effective tax rate for the nine months ended June 30, 2025 differs from the U.S. statutory tax rate of 21% primarily due to foreign income taxed at a foreign rate different than 21%, for permanent items, including the non-deductibility of the goodwill impairment, and changes in valuation allowances. For the three months ended June 30, 2025 and 2024, we recorded income tax expense of $0.8 million and $0.5 million, respectively. For the nine months ended June 30, 2025 and 2024, we recorded income tax expense of $1.5 million and $0.7 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.

8. Equity and Stock-Based Compensation

Stock-based compensation expense was $0.3 million and $0.5 million in the three months ended June 30, 2025 and 2024, respectively, and $1.0 million and $1.2 million in the nine months ended June 30, 2025 and 2024, 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, 2025:


	Options			Weighted Average Exercise Price
Outstanding at beginning of period		1,087,016		$	6.97
Granted		20,000			5.40
Exercised		(30,187	)		4.97
Forfeited		(184,079	)		7.76
Outstanding at end of period		892,750		$	6.84
Exercisable at end of period		615,404		$	7.09
Weighted average fair value of options granted during the period	$	2.96

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,
	2025			2024
Risk free interest rate		4	%		4	%
Expected term	5 years			5 years
Dividend rate		—	%		—	%
Volatility		60	%		60	%

The following table summarizes our RSU activity during the nine months ended June 30, 2025:


	Number			Weighted Average Grant Date Fair Value
Nonvested at beginning of year		24,897		$	4.82
Granted		207,524			4.98
Released		(24,897	)		4.82
Forfeited		(36,500	)		4.99
Nonvested at end of period		171,024		$	4.98

9. Commitments and Contingencies

Purchase Obligations – As of June 30, 2025, we had unrecorded purchase obligations in the amount of $3.8 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.

AMTECH SYSTEMS INC 10-Q