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Item 1. Business

2025-12-10 compared with 2024-12-12 · 133 added, 151 removed, 657 unchanged (30% of the section changed)

We provide 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.

Our semiconductor fabrication solutions include consumables, equipment and services for wafer polishing, cleaning, slicing and dicing.

Our thermal processing solutions include reflow equipment for chip packaging and electronic assembly, diffusion furnaces and furnaces used to produce ceramic based power semiconductor packages and passive electronic components.

The focus of our strategy is to expand our consumables and service business for semiconductor wafer fabrication and to capitalize on opportunities for thermal processing equipment in advanced packaging and power electronic applications.

We provide equipment, consumables and services for semiconductor device packaging, wafer production and device fabrication.

Our products are used to fabricate and package semiconductor devices, such as graphic processing units (GPU’s) used in AI applications, silicon carbide (SiC) and silicon (Si) power devices and other optical, analog and digital devices.

We sell these products to semiconductor device packaging, electronic assembly and device fabrication companies worldwide.

Our Thermal Processing Solutions includes conveyorized reflow equipment for advanced semiconductor packaging and electronic assembly, high temperature conveyorized furnaces for power semiconductor substrate and electronic components manufacturing, and diffusion furnaces for (SIC) and (Si) power device production.

Our Semiconductor Fabrication Solutions include consumables, equipment and services for wafer polishing, dicing and cleaning.

Our strategy is to focus our efforts on fully capitalizing on advanced packaging equipment opportunities driven by AI infrastructure investments and expand our consumables and service business for semiconductor fabrication by providing exceptional service and high-quality products to underserved segments of the market.

We categorize each of our subsidiaries into one of two reportable segments, based primarily on the industries they serve:

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Semiconductor Fabrication Solutions

These reportable segments are comprised of the following five wholly-owned subsidiaries:

Thermal Processing Solutions (formerly called Semiconductor):

These reportable segments are comprised of the following four wholly-owned subsidiaries:

Thermal Processing Solutions:

• BTU, a Delaware corporation based in Westford, Massachusetts, with operations in China, Malaysia and the UK, acquired in January 2015.

Semiconductor Fabrication Solutions (formerly called Material and Substrate):

Semiconductor Fabrication Solutions:

• PR Hoffman, an Arizona corporation based in Carlisle, Pennsylvania, acquired in July 1997.

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In both of our divisions we are focused on semiconductor and related processes and markets.

Amtech is uniquely positioned in that our products are employed throughout the early and late stages of semiconductor and electronics manufacturing.

We believe we are uniquely positioned in that our products are employed throughout the early and late stages of semiconductor and electronics manufacturing.

Our products are key to the earliest stages of silicon or silicon carbide wafer manufacturing, then in semiconductor device manufacturing, then advanced semiconductor packaging and then finally in electronics assembly.

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Our equipment provides the precise temperature, atmospheric control and uniformity required to achieve high yields in mass production reflow operations.

Our flux management system scrubs oven gasses to minimize downtime, reduce defects from flux contamination and reduce environmental emissions.

The semiconductor industry is historically cyclical with constantly evolving technical requirements and advancements and can be subject to tariffs and sourcing restrictions driven by geopolitical tensions.

Therefore, future growth and profitability will depend on cyclical trends, our ability to produce equipment regionally and meeting performance requirements as technical requirements evolve.

We are currently in a longer-than-historical-average contraction cycle, which we believe is due primarily to a prolonged downturn in demand for industrial equipment, computers and smartphones following a spike in demand for these products during the COVID pandemic and a decline in growth expectations for electric vehicles.

Our flux management system scrubs oven gases to minimize downtime, reduce defects from flux contamination and reduce environmental emissions.

Our Semiconductor Fabrication Solutions business provides processing consumables, equipment and services for wafer production.

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Our Entrepix products and services include equipment for SiC and Si wafer cleaning, testing equipment used for optimizing CMP processes, CMP equipment parts and services, and CMP foundry services.

Our Intersurface Dynamics products include lubricants, cooling fluids and cleaning chemicals used for semiconductor wafer and optics processing and dispersants for CMP slurries.

Our Intersurface Dynamics products include CMP slurries and dispersants, cleaning chemicals, lubricants and cooling fluids used for semiconductor wafer and optics processing.

CMP processes are used to provide a high degree of flatness, parallelism, and surface finish.

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We have been providing manufacturing solutions to the semiconductor industry for over 30 years and have leveraged our semiconductor technology and industry presence to capitalize on growth opportunities.

Therefore, future growth and profitability will depend on cyclical trends, our ability to produce equipment regionally and meeting performance requirements as technical requirements evolve.

The current contraction cycle for mature node semiconductors is longer than the historical average, mainly attributed to a sustained decrease in demand for industrial equipment, computers, and smartphones after a period of heightened demand during the COVID pandemic, as well as reduced growth expectations for electric vehicles.

For information regarding net revenue, operating income and identifiable assets attributable to each of our two reportable segments, see Note 15 of the Notes to Consolidated Financial Statements included in “Item 8.

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Unless otherwise stated, references to the years 2025 and 2024 relate to the fiscal years ended September 30, 2025, and 2024, respectively.

On January 17, 2023 we acquired 100% of the issued and outstanding capital stock of Entrepix, an Arizona based manufacturer of chemical mechanical polishing (“CMP”) technology for a cash purchase price of $39.2 million.

Entrepix’s CMP technology portfolio and water cleaning equipment complements our existing substrate polishing and wet process chemical offerings.

Entrepix's results of operations are included in our Semiconductor Fabrication Solutions segment from the date of acquisition.

GROWTH AND INVESTMENT STRATEGY

We believe there are three key secular trends that are key to our future growth:

• Advanced Mobility - Advanced Mobility encompasses both the development and adoption of electric vehicles and charging infrastructure, including both EV and HEV, as well as advanced automotive electronics including Advanced Driver Assistance Systems ("ADAS"), infotainment and telematics.

COMPANY STRATEGY

We believe Amtech’s core values (Safety, Customer Focus and Continuous Improvement) are critical to the success of the Company.

We continue to recognize and reward behaviors consistent with these values throughout Amtech.

Secular Growth Drivers :

We believe there are three key secular trends that are important to our future growth:

• Artificial Intelligence - With Artificial Intelligence (AI), we believe our reflow oven systems have leading market share with Outsourced Semiconductor Assembly and Test Services (OSATS) providers who perform advanced packaging of the AI chips.

• Supply Chain Resiliency - There is a global trend of creating supply chain resiliency by expanding and/or relocating operations outside of mainland China.

We believe these factories will create demand for new equipment and services in growing regions like Southeast Asia and Mexico.

• Advanced Mobility - Advanced Mobility encompasses both the development and adoption of electric vehicles and charging infrastructure, including both electric vehicle (EV) and hybrid electric vehicles (HEV), as well as advanced automotive electronics including Advanced Driver Assistance Systems (ADAS), infotainment and telematics.

Our products intersect these markets in multiple ways:

CMP consumables and wafer cleaning systems for the SiC substrates used in the EV power invertors;

CMP consumables and wafer cleaning systems for the SiC substrates used in the EV power inverters;

thermal processing systems for producing EV battery cooling systems and ceramic substrates for HEV power semiconductor packaging;

and reflow ovens for ADAS, infotainment and telematics component assemblies.

• Supply Chain Resiliency - There is a global trend of creating supply chain resiliency by expanding and/or relocating operations outside of mainland China.

We believe these facilities will create demand for new equipment and services in growing regions like Mexico and Southeast Asia.

• Artificial Intelligence - With Artificial Intelligence ("AI"), our reflow oven systems are the favored choice for Outsourced Semiconductor Assembly and Test Services ("OSATS") providers who perform advanced packaging of the AI chips.

We continue to invest in research and development, including the introduction of our next-generation reflow platform, Aurora, in 2023.

Historically, we have grown our business primarily through acquisitions, including the businesses that currently comprise our two reportable segments in the Thermal Processing Solutions and Semiconductor Fabrication Solutions industries:

BTU, PR Hoffman, Intersurface Dynamics and Entrepix.

Our 2023 acquisition of Entrepix bolstered our offerings in the CMP technology space and incorporated wafer cleaning into our existing capital equipment product lines.

We will continue to pursue acquisitions to supplement organic growth and have added market development resources globally to accelerate organic growth.

Grow consumables revenue to reduce vulnerability to semiconductor business cycles.

The semiconductor industry is highly cyclical, and the conditions of this industry remain volatile.

We are currently in a longer-than-historical-average contraction cycle, which we believe is due to the capacity that was pulled in during COVID as demand for consumer electronics spiked during the pandemic and reduced expectations for EV growth rates.

While all industry participants have been impacted by these fluctuations in demand, they can be particularly problematic for equipment suppliers who rely on capacity expansion to drive orders for their equipment.

These sharp business cycles not only impact short-term financial results but can also weaken the strength of suppliers as they right-size their organizations to align with the reduced production demand.

Our line of consumables products, including templates, carriers, polishing-related chemicals and spare parts, generates continuous revenue streams regardless of capacity expansions as they are used in equipment already in service.

In an effort to minimize both the financial shortfalls and organizational harm of these business cycles, we are seeking to increase the consumables portion of our business.

Our initial focus is on aggressively growing the consumable business in our Semiconductor Fabrication Solutions segment, which was approximately 32% of our consolidated revenue in fiscal 2024.

In addition, we are working to transform the aftermarket sales business in our Thermal Processing Solutions division, leveraging the strength of our expansive installed base to increase higher-margin sales of replacement parts and services.

Increase the portion of our product line portfolio tied to high-growth, megatrend end markets such as EV and HEV.

We believe the opportunity for organic growth through strategic alignment to projects tied to megatrends is an opportunity that exists across all our divisions.

In the Semiconductor Fabrication Solutions segment, processing of SiC substrates is directly tied to the production of power modules used in electric vehicles and in other green technology applications such as wind and solar power.

Our Thermal Processing Solutions segment has multiple intersections with EV and HEV production, including the use of our diffusion furnaces and surface-mount technology reflow products to manufacture power semiconductors and our high-temp furnaces used in DBC applications used in HEV power modules.

In order to increase the portion of our business tied to these high-growth megatrends, we are employing multiple tactics and strategies, including strategic selling and customer-centric product development.

Customer-centric product development in R&D :

In order to both increase the output of our development teams and mitigate the risk associated with the introduction of new products, we are emphasizing and prioritizing

customer-centric product development in all of our divisions.

For example, the development and roll out of the Aurora reflow system for BTU employed direct customer input in the manufacturing requirements, and the new systems were first deployed as beta units to customers in multiple regions for validation.

In addition, development of equipment and aftermarket solutions at Entrepix has focused on eliminating customer pain points, often in areas overlooked by the industry.

We have added key customer-facing resources for our Semiconductor Fabrications Solutions segment to enable this type of customer collaboration in all geographic regions.

In evaluating potential R&D projects in our portfolio, opportunities where a strong customer partner or partners exist will be given priority over internally-driven programs.

Enhance and invest in legacy business operations.

Our legacy business is key to funding both organic and inorganic growth opportunities across our divisions.

Throughout 2024, we have been re-enforcing Amtech’s core values (Safety, Customer Focus and Continuous Improvement) across all divisions and locations.

We have increased cross-divisional sharing of resources and expertise, such as best practices and global sourcing.

This strategy has been developed by our CEO, CFO and CHRO, in conjunction with our Vice President of Operations, Vice President of Sales and Customer Service, Segment Managers and Corporate Director of Strategic Marketing, to ensure these advancements are implemented uniformly across all Amtech operations.

During 2024, we made investments to strengthen and expand our manufacturing capacity for CMP consumables to meet anticipated growth demands from the SiC industry segment and reduce single-point failure risks to our business.

We also relocated our domestic BTU facility to a smaller facility that significantly reduced fixed costs and was better aligned with a fab-lite manufacturing model that was implemented with the support of contract manufacturing partners.

We continue to invest in research and development to expand our Thermal Processing Solutions reflow equipment product-line for AI applications.

Our goal is to expand our addressable market by enabling mass production of higher density packages.

We are also investing in application development and R&D resources to accelerate growth of our Semiconductor Fabrications Solutions business by expanding our consumables product portfolio and providing exceptional technical support and service to customers.

Semi-Fabless Manufacturing Model:

We have migrated to a semi-fabless manufacturing model for the majority of our capital equipment business to improve our ability to scale production and reduce fixed costs.

Our manufacturing partners provide a cost-effective alternative to in-house production and help mitigate the financial impact of variable demand that is inherent to the capital equipment business.

THERMAL PROCESSING AND SEMICONDUCTOR FABRICATION SOLUTIONS OPERATIONS

We provide reflow equipment for chip packaging and electronic assembly, diffusion furnaces for wafer processing and furnaces used to produce ceramic based power semiconductor packages and passive electronic components as well as wafer cleaning equipment, CMP polishing consumables, wafer processing lubricants, coolants and cleaning chemicals and related services to leading semiconductor manufacturers.

As demand for increasingly sophisticated electronic devices continues, new technologies such as Artificial Intelligence (AI), EVs, HEVs, advances in consumer electronics, 5G communications, and IoT will help drive future growth.

Electronic equipment continues to become more complex, yet end users demand smaller, lighter and less expensive devices.

This trend, in turn, requires increased performance and reduced cost for electronic assemblies, printed circuit boards and semiconductors.

In response to these developments, manufacturers are increasingly employing more sophisticated production and assembly techniques requiring more advanced manufacturing equipment and related consumables.

Although the semiconductor market has experienced significant growth over the past fifteen years, it remains cyclical by nature.

We believe the accelerated investments in Artificial Intelligence (AI) infrastructure and increased investments in defense and aerospace applications will help drive future growth.

Increasingly complex and dense packaging requirements and high energy demand for AI data centers may also create additional opportunities to expand addressable markets.

Although the semiconductor market has experienced significant growth over the past fifteen years and has recently experienced significant growth driven by AI GPUs, it remains cyclical by nature.

The market is characterized by short-term periods of under or over utilization of capacity for most semiconductors, including microprocessors, memory, power management chips and other logic devices.

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Conversely, when capacity utilization increases, so does capital spending.

We believe the continued expansion of our consumable and aftermarket product offerings, primarily in our Semiconductor Fabrication Solutions segment, will enable us to partially offset some of these cyclical effects.

We believe the continued expansion of our consumable and after-market product offerings, primarily in our Semiconductor Fabrication Solutions segment, will enable us to partially offset some of these cyclical effects.

THERMAL PROCESSING SOLUTIONS PRODUCTS

Our furnace equipment is manufactured in our facilities in Massachusetts and China and via contract manufacturers in Canada and Mexico.

The following paragraphs describe the products that comprise our current product lines in our semiconductor business:

Our reflow equipment and furnaces are manufactured in our facility in China and by contract manufacturing partners located in China, Canada and Singapore.

The following paragraphs describe the products that comprise our current product lines in our Thermal Processing Solutions business:

Continuous Thermal Processing Systems.

We produce and sell thermal processing systems used in the solder reflow and curing stages of printed circuit board assembly as well as systems for the thermal processes used in advanced semiconductor packaging including 2.5D and flip-chip.

In electronics assembly our ovens are used primarily in the advanced, high-density segments of the market that utilize surface mount technology.

We design, produce and sell thermal processing systems used in the solder reflow processes used in advanced semiconductor packaging including 2.5D and flip-chip and printed circuit board assembly.

Flip-chip reflow provides the physical and electronic bond of the semiconductor device to its package.

Our range of convection reflow systems, utilizing closed loop convection technology, are rated at up to 400°C and operate in air or nitrogen atmospheres.

These products are manufactured at our ISO 9001:2015 certified facility in Shanghai, China and utilize forced impingement convection technology to transfer heat to the substrate.

These products utilize forced impingement convection technology to transfer heat to the substrate.

Using configurable heating elements of up to eight kilowatts, they can process substrates in dual-lane, dual-speed configurations, thereby enabling our customers to double production without increasing the machine’s footprint.

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Heated length is based on the customer's required production rate and loading requirements.

These products are manufactured at our ISO 9001:2015 certified facility in Shanghai, China and by a contract manufacturing partner in Singapore.

High-Temperature Belt Furnace.

We also produce and sell high-temperature belt furnaces, which have been manufactured in North America for over six decades with ISO 9001:2015 quality certification safe-guarding that each unit is subject to exacting build and test criteria.

These furnaces operate at temperatures up to 1180°C and are capable of processing in controlled atmospheres, such as nitrogen, argon, and hydrogen.

We also design, produce and sell high-temperature belt furnaces that operate at temperatures up to 1180°C and are capable of processing in controlled atmospheres, such as nitrogen, argon, and hydrogen.

Applications include DBC, furnace brazing, annealing, glass-to-metal sealing, sintering, and heat-treating for diverse markets including automotive, semiconductors, aerospace and medical.

These furnaces are manufactured at our ISO 9001:2015 certified facility in Shanghai, China and by a contract manufacturing partner in Canada.

Horizontal Diffusion Furnaces.

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Our products are capable of processing all currently existing wafer sizes.

These furnaces are manufactured in North America.

SEMICONDUCTOR FABRICATION SOLUTIONS PRODUCTS

Our Semiconductor Fabrication Solutions segment manufactures the products described below in Arizona, Pennsylvania, South Carolina and Connecticut and sells them under our Entrepix, PR Hoffman and Intersurface Dynamics brand names.

Double-Sided Wafer Cleaning System.

The Entrepix Double-Sided Wafer Cleaning System (OnTrak) is a single wafer cleaner that uses water or mild chemistries supplied through PVA brushes to clean both sides of a substrate simultaneously.

These wafers (substrates) require cleaning following various process steps that leave the substrate contaminated by material particles.

The system is designed to accept wet wafers in and send each substrate through two brush cleaning steps followed by a rinse and a spin dry while also providing heat via a high-powered lamp to dry any residual liquid droplets.

The Entrepix cleaner is commonly used in post polishing steps, prime silicon/silicon carbide cleaning, epitaxial silicon deposition processes, and general wafer cleaning needs.

Entegrity Head Tester.

The Entrepix Entegrity Head Tester is a table-top CMP head testing system that provides our customers with invaluable data regarding their head consumables that make up the polishing heads.

The system allows users to customize operation and recipe programming.

This allows the user to test individual zones for leaks or cross talk and track each head's performance by generating data that can be used to track issues with head rebuild before it is installed on the polisher.

The Entegrity’s user friendly touch interface displays data in real time, and also provides a live graph of the individual zone’s performance.

The ability to scan each head barcode prior to testing allows the user to create a data set for each specific head that can be viewed on the screen or downloaded via network connection.

Substrate Polishing Templates .

Our polishing templates are used to securely hold SiC, silicon, sapphire or other wafer materials in place during single-sided wax-free CMP polishing processes.

Polishing templates are customized for specific applications and are manufactured to extremely tight tolerances.

We offer a variety of options to provide the best solution for each specific process.

Polishing templates are manufactured for all brands of tools and virtually any wax-free customer process.

Critical front-end wafer surface specifications are finalized during the polishing process.

Substrate Carriers .

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Insert carriers are widely accepted as the industry solution for both prime wafer and reclaim wafer manufacturers when dual sided lapping or polishing are utilized in the front-end wafer process.

Substrate Polishing Templates .

Our polishing templates are used to securely hold SiC, silicon, sapphire or other wafer materials in place during single-sided wax-free CMP polishing processes.

Polishing templates are customized for specific applications and are manufactured to extremely tight tolerances.

We offer a variety of options to provide the best solution for each specific process.

Polishing templates are manufactured for all brands of tools and virtually any wax-free customer process.

Critical front-end wafer surface specifications are finalized during the polishing process.

Substrate Process Chemicals .

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Challenge Series Products address similar processes for manufacturers of precision optics, technical ceramics and advanced displays helping to achieve optimum yields.

Double-Sided Wafer Cleaning System.

The Entrepix Double-Sided Wafer Cleaning System (OnTrak) is a single wafer cleaner that uses water or mild chemistries supplied through PVA brushes to clean both sides of a substrate simultaneously.

These wafers (substrates) require cleaning following various process steps that leave the substrate contaminated by material particles.

The OnTrak system is commonly used in post polishing steps, prime silicon/silicon carbide cleaning, epitaxial silicon deposition processes, and general wafer cleaning needs.

Entegrity Head Tester.

The Entrepix Entegrity Head Tester is a table-top CMP head testing system that provides our customers with invaluable data regarding their head consumables that make up the polishing heads.

The system allows users to customize operation and recipe programming.

The Entegrity’s user friendly touch interface displays data in real time and also provides a live graph of the individual zone’s performance.

The ability to scan each head barcode prior to testing allows the user to create a data set for each specific head that can be viewed on the screen or downloaded via network connection.

CMP parts and Service .

Entrepix offers a comprehensive range of replacement parts for chemical mechanical planarization (CMP) and cleaning equipment, supporting both current and legacy platforms.

Entrepix provides engineered solutions to address obsolescence and increase tool reliability, including reverse-engineered assemblies and custom upgrades.

Their capabilities extend to wafer carriers, cleaning modules, motor drivers, sensors, and control systems, with in-house prototyping and fabrication enabling rapid development of parts tailored to OEM or customer specifications.

MANUFACTURING, RAW MATERIALS AND SUPPLY CHAIN

Our Thermal Processing Equipment manufacturing activities consist primarily of engineering design to meet specific and evolving customer needs and procurement and assembly of various commercial and proprietary components into finished thermal processing systems in Massachusetts and China or via our contract manufacturing partners in Canada and Mexico.

Our manufacturing activities in the polishing business include laser-cutting and other fabrication steps in producing lapping and polishing consumables, including carriers, templates, gears, wear items and spare parts in our ISO 9001:2015 certified facility in Pennsylvania, as well as our facility in South Carolina, from raw materials manufactured to our specifications by our suppliers.

Our Thermal Processing Equipment manufacturing activities consist primarily of engineering design to meet specific and evolving customer needs and procurement and assembly of various commercial and proprietary components into finished thermal processing systems in China or via our contract manufacturing partners in Canada and Singapore.

Our manufacturing activities in the polishing business include laser-cutting and other fabrication steps in producing lapping and polishing consumables, including carriers, templates, gears, wear items and spare parts in our ISO 9001:2015 certified facility in Pennsylvania from raw materials manufactured to our specifications by our suppliers.

These products are engineered and designed for specific applications and to meet the increasingly tight tolerances required by our customers.

Many items, such as proprietary components for our semiconductor equipment, are purchased from suppliers who manufacture these items to our specifications.

Our polishing supplies business relies on key suppliers for certain materials, including specialized steel mills in Germany and Japan, an injection molding machine, a single-sourced pad supplier from Japan and an adhesive manufacturer.

Injection molding for our insert carriers is subcontracted out to a third party.

To minimize the risk of production and service interruptions and/or shortages of key parts, we seek to maintain appropriate inventory levels of key raw materials and parts.

Our cleaner manufacturing activities include electrical and mechanical assembly of components and assemblies for the construction of two versions of our double-side scrubbers/cleaners at our Phoenix facility.

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Many items are purchased from suppliers who manufacture these items to our specifications.

We also utilize our second manufacturing center in north Phoenix to manufacture and machine parts from raw materials, for our own use in construction of the cleaners as well as for customers.

Final assembly and tests of our machines are performed within our manufacturing facilities.

Quality control is maintained through inspection of incoming materials and components, in-process inspection during equipment assembly, testing of assemblies and final inspection and, when practical, operation of manufactured equipment prior to shipment.

Injection molding for our insert carriers is subcontracted out to a third party.

To minimize the risk of production and service interruptions and/or shortages of key parts, we seek to maintain appropriate inventory levels of key raw materials and parts.

In addition, in order to respond to the anticipated growth rates for SiC substrate manufacturing and to provide our customers with assurance for business continuity and risk mitigation, we have opened a new manufacturing facility for SiC related polishing consumables in Spartanburg, South Carolina.

This facility, run by our ACMI subsidiary, not only provides additional manufacturing capacity, but it also brings us geographically closer to key customers in the region allowing for even faster response times.

Intersurface Dynamics manufactures specialized chemical solutions for precision surface processing applications.

Its product portfolio includes coolants, detergents, and slurries designed for grinding, lapping, polishing, cleaning, and dicing of substrates such as silicon, silicon carbide, sapphire, and advanced glass.

These products support high-performance manufacturing in semiconductor, optics, and specialty materials industries.

During 2023, we partnered with contract manufacturers (“CM”) to improve our lead times and diversify our manufacturing operations.

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By partnering with this CM, we achieved record shipments of our high temperature belt furnaces.

We also have partnered with a CM in Mexico, who will build our Pyramax furnaces and ship to our North American and European customers.

We also have partnered with a CM in Singapore, who will build our Pyramax furnaces and ship to our North American and European customers.

In addition, we are using a CM partner as well as our Shanghai factory as backup sources to manufacture key components for certain high temperature belt furnaces.

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CUSTOMERS AND SEASONALITY

Our customers are primarily manufacturers of semiconductor substrates, devices and electronic assemblies.

Our customers are primarily semiconductor chip packaging and electronic assembly companies, and manufacturers of semiconductor substrates, and devices.

Additionally, our Semiconductor Fabrication Solutions segment also serves customers in the ceramics and optics industries.

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• North/South America 30% (27% of which is in the United States)

• Asia 43% (including 20% in China, 12% in Malaysia and 8% in Taiwan)

• Europe 16% (including 6% in Germany and 3% in Czech Republic)

No customer accounted for 10% of our net revenues in 2024.

In 2023, one Thermal Processing Solutions customer accounted for 11% of our net revenues.

• Asia 55% (including 22% in China, 19% in Taiwan, 7% in Malaysia and 2% in Singapore)

• Europe 15% (including 2% in Germany, 2% in United Kingdom, 2% in Hungary and 2% in the Czech Republic)

No customer accounted for 10% of our net revenues in 2025 and 2024.

Our business is not seasonal in nature, but is cyclical based on the capital equipment investment patterns of semiconductor manufacturers.

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Historically, these cycles typically last between 10-17 quarters, with each complete cycle made up of a contraction phase of about 4-6 quarters, followed by an expansion phase of approximately 6-11 quarters.

We are currently in a longer-than-historical-average contraction cycle, which we believe is due primarily to a prolonged downturn in demand for personal computers and smartphones following a spike in demand for these products during the COVID pandemic and a reduction in anticipated growth rates for EVs.

The mature node semiconductor market is currently in a longer-than-historical-average contraction cycle, which we believe is due primarily to a prolonged downturn in demand for personal computers and smartphones following a spike in demand for these products during the COVID pandemic and a reduction in anticipated growth rates for EVs.

SALES AND MARKETING

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Manufacturer representatives provide sales coverage in specific geographic regions and are paid a commission when products are sold.

Sales to distributors are generally on terms comparable to sales to end-user customers, as our distributors generally quote their customers after first obtaining a quote from us and have an order from the end-user before placing an order with us.

Sales to distributors are

generally on terms comparable to sales to end-user customers, as our distributors generally quote their customers after first obtaining a quote from us and have an order from the end-user before placing an order with us.

Our sales to distributors are not contingent on their future sales and do not include a general right of return.

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Our manufacturer representatives and distributors are closely managed by our global sales team.

Historically, each of our segments have been responsible for their own sales and marketing activities, including managing sales personnel and representative and distributor relationships, however, as we continue to refocus and grow our organization, we are developing opportunities for increased collaboration and teamwork across our divisions.

These cross-segment collaboration opportunities will continue to be a focus at all levels and departments of our organization, as we believe they can lead to greater efficiencies while reducing operating costs.

These efforts are further coordinated by our Vice President of Sales, who oversees all sales and marketing activities at each division.

RESEARCH, DEVELOPMENT AND ENGINEERING

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To compete effectively, we must continually maintain or exceed the pace of such change by improving our products and our process technologies and by developing new technologies and products that are competitive based on price and performance.

To assure that these technologies and products address current and future customer requirements, we obtain as much customer cooperation and input as possible, thus increasing the efficiency and effectiveness of our research and development efforts.

To ensure that these technologies and products address current and future customer requirements, we obtain as much customer cooperation and input as possible, thus increasing the efficiency and effectiveness of our research and development efforts.

In addition, we look for strategic acquisitions that will provide us with new technologies to compete effectively in the markets in which we operate.

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However, from time to time we add functionality to our products or develop new products during engineering and manufacturing to fulfill specifications in a customer’s order, in which case the cost of development, along with other costs of the order, are charged to cost of goods sold.

In 2024, 2023 and 2022, we recorded RD&E expense of $4.2 million, $7.3 million and $6.4 million, respectively.

In 2025 and 2024, we recorded RD&E expense of $2.6 million and $4.2 million, respectively.

We plan to continue to develop new products and invest in upgrades to existing products to stay competitive in the markets we serve.

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Our thermal processing equipment primarily competes with equipment produced by other OEMs.

Some of these manufacturers are well-established firms that are much larger and have substantially greater financial and other resources than we have with which to pursue development, engineering, manufacturing, marketing and distribution of products.

Additionally, these manufacturers may generally be better situated to withstand adverse economic or market conditions.

Competitors of our horizontal diffusion furnaces include Centrotherm GmbH and CVD Equipment, Inc.

Our principal competitors for printed circuit board assembly equipment and advanced semiconductor packaging vary by product application.

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The principal competitors for advanced semiconductor packaging are ITW/EAE Vitronics-Soltec and Heller.

Some of these manufacturers are well-established firms that are larger and have substantially greater financial and other resources.

We believe our equipment is generally more expensive than our competitors but our advanced technology and excellent service has allowed us to gain a high market share of advanced packaging and assembly applications.

Competitors of our horizontal diffusion furnaces include Centrotherm GmbH and CVD Equipment, Inc.

Our in-line, controlled atmosphere furnaces compete primarily against products offered by Centrotherm and SierraTherm/Schmid Thermal Systems.

We also face competition from emerging low-cost Asian manufacturers and other established European manufacturers.

Although price is a factor in buying decisions, we believe that technological leadership, process capability, throughput, safer designs, uptime, mean time-to-repair, cost of ownership and after-sale support have become increasingly important factors to purchasers of our products.

As such, we believe we compete primarily on the basis of these criteria, rather than on the basis of price alone.

We believe our equipment is generally more expensive than our competitors but our process capability, cost of ownership and after-sale support has allowed us to win business in competitive situations.

Semiconductor Fabrication Solutions Markets .

Our CMP wafer carriers experience price competition from foreign manufacturers for which there is very little publicly available information.

To maintain our competitive position, we work closely with customers to update our product line to keep pace with their requirements and provide a high level of quality and customer service.

We also produce steel carriers, including insert carriers, on advanced laser-cutting tools, which reduces our costs and lead times and increases our control over quality.

To maintain our competitive position, we

work closely with customers to update our product line to keep pace with their requirements and provide a high level of quality and customer service.

We also produce steel carriers, including insert carriers, on advanced laser-cutting tools, which reduce our costs and lead times and increases our control over quality.

Entrepix competes with other cleaning equipment providers including Screen and TEL with the OnTrak double-sided scrubber.

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Intersurface Dynamics competes with much larger companies, such as Entegris, Inc.

and Merck but focuses on niche applications and emerging substrate opportunities.

HUMAN CAPITAL

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• Carlisle, Pennsylvania manufacturing plant — 24

• Spartanburg, South Carolina manufacturing plant — 3

• Shanghai, China manufacturing plant — 148

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Of the 24 people employed at our Carlisle, Pennsylvania facility, 16 were represented by the United Auto Workers Union - Local 1443.

We have a three-year agreement with this union, which expires on September 30, 2025.

We expect this agreement to be renewed prior to expiration.

We had a three-year agreement with this union, which expired on September 30, 2025.

During fiscal 2025 the parties to the agreement successfully negotiated a new 3-year agreement.

The new agreement is valid from October 1, 2025, to September 30 th , 2028.

We have never experienced a work stoppage or strike, and other than employees at the Carlisle facility, no other employees are represented by a union.

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Approximately 7.3% of voluntary turnover were employees that retired from the workforce.

Throughout 2024, we made targeted labor reductions as a result of our shift to contract manufacturing and the longer than expected slowdown in the broader semiconductor industry.

Throughout 2025 and 2024, we made targeted labor reductions as a result of our shift to contract manufacturing and the longer than expected slowdown in the broader semiconductor industry.

Diversity, Equity, and Inclusion

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We may not be able to generate sufficient cash flows or obtain access to external financing necessary to fund existing operations and our growth plan.

Our cash flows may be insufficient to provide adequate working capital in the future and we may require additional financing to fund existing operations as well as our growth plan.

Our cash flows may be insufficient to provide adequate working capital in the future and we may require additional financing to fund existing operations as well as any growth plans.

We paid off and terminated our existing credit facility with UMB Bank in September 2024.

There is no assurance that we will be able to replace such facility or that any additional financing will be available if required, or, even if available, that it would not materially dilute the ownership

percentage of our then existing shareholders, result in increased expenses or result in covenants or special rights that would restrict our operations.

There is no assurance that we will be able to replace such facility or that any additional financing will be available if required, or, even if available, that it would not materially dilute the

ownership percentage of our then existing shareholders, result in increased expenses or result in covenants or special rights that would restrict our operations.

We may not be able to manage our business successfully through severe business cycles.

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Our inability to attract, train and retain effective employees and management could harm our business.

Our success depends upon the continued contributions of our executive officers and certain other employees, many of whom have many years of experience with us and would be extremely difficult to replace.

Our success depends upon the continued contributions of our executive officers, general managers, business unit directors and certain other employees, many of whom have many years of experience with us and would be extremely difficult to replace.

We must also attract and retain experienced and highly skilled engineering, sales and marketing and managerial personnel.

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If we are not able to effectively manage or efficiently implement these strategies and/or restructuring initiatives for reasons within or outside of our control, then our business operations could be materially adversely affected.

In addition, implementation of a business strategy may lead to the disruption of our existing business operations.

In addition, implementation of a new business strategy may lead to the disruption of our existing business operations.

For example, the contingent risks associated with outsourcing certain of our existing manufacturing operations to third parties, as is the case with our use of third party manufacturers, primarily in Canada and Mexico, could materially impact our financial condition or results of operations and/or could disrupt our existing operations, especially if a contract manufacturer is unable to meet its commitments under any agreements or encounters financial difficulty.

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We may be unable to successfully acquire and integrate new operations, which could cause our business to suffer.

We continually evaluate potential acquisitions and consider acquisitions an important part of our future growth strategy.

We periodically evaluate potential acquisitions and consider acquisitions an important part of our future growth strategy.

In the past, we have made acquisitions of, or significant investments in, other businesses with synergistic products, services and technologies and plan to continue to do so in the future.

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(a) difficulties in integrating the operations, technologies, management information systems, products and personnel of the acquired companies;

(b) diversion of management’s attention from normal daily operations of the business;

(b) diversion of management’s time and attention from normal daily operations of the business;

(d) difficulties in entering markets in which we have no or limited prior experience and where our competitors in such markets have stronger market positions;

(e) difficulties in complying with regulations, such as antitrust and environmental regulations, and managing risks related to an acquired business;

(f) an inability to timely obtain financing, including any amendments required to our existing financing agreement;

(f) an inability to timely obtain any required financing;

(g) an inability to implement uniform standards, controls, procedures and policies;

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If we lose any of our largest customers (as we have in the past from time to time), experience a significant reduction in sales to any such customers or no longer manufacture a particular product line for one of our largest customers, we will experience a significant reduction in our revenue.

As of September 30, 2024, one Thermal Processing Solutions customer represented 12% of our accounts receivable.

As of September 30, 2025, two Thermal Processing Solutions customer represented 15% and 13% of our accounts receivable.

A concentration of our receivables from one or a small number of customers places us at risk.

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There are also inherent execution risks in starting up a new factory or expanding production capacity, whether one of our own factories or that of our contract manufacturers, as well as risks to moving production to different contract manufacturers, which could increase costs and reduce our operating results.

In the fourth quarter of fiscal 2023, we opened a new SiC consumables facility in Spartanburg, South Carolina to complement our manufacturing facility in Carlisle, Pennsylvania.

We are also working with contract manufacturing facilities in Canada and Mexico.

We are currently working with contract manufacturer facilities in Canada.

The establishment and operation of new manufacturing facilities or contract manufacturing involves significant risks and challenges, some of which we have experienced and may experience in the future, including, but not limited to, the following:

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In 2025, 71% of our net revenue came from customers outside of North America as follows:

Asia - 43% (including China - 20%, Malaysia - 12% and Taiwan - 8%);

and Europe - 16% (including Germany - 6% and Czech Republic - 3%).

Asia - 55% (including China - 22%, Taiwan - 19%, Malaysia - 7% and Singapore - 2%);

and Europe - 15% (including Germany - 2%, United Kingdom - 2%, Hungary - 2% and Czech Republic - 2%).

Each geographic region in which we, our customers, and our suppliers operate exhibits unique characteristics that can cause capital equipment investment patterns to vary significantly from period to period.

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(h) difficulty and costs relating to compliance with the different or changing commercial and legal requirements of our overseas markets;

(i) fluctuations

in foreign currency exchange and interest rates;

(j) failure to obtain or maintain certifications for our products or services in these markets;

(i) fluctuations in foreign currency exchange and interest rates;

(j) failure to obtain or maintain certifications for our products or

services in these markets;

and (k) international trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses.

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or applicable foreign government, or that any bank or financial institution with which we do business will be able to obtain needed liquidity from other banks, government institutions, or by acquisition in the event of a failure or liquidity crisis.

We have identified material weaknesses in our internal control over financial reporting which, if not remediated, could result in material misstatements in our financial statements.

During the fourth quarter ended September 30, 2023, we identified a material weakness in internal control related to ineffective information technology general controls in the areas of user access, segregation of duties, and program change-management over information technology systems that support substantially all of the Company’s financial reporting processes.

In the past we have identified material weaknesses in our internal control over financial reporting which, if not remediated, could result in material misstatements in our financial statements.

In fiscal 2023, we identified a material weakness in internal control related to ineffective information technology general controls in the areas of user access, segregation of duties, and program change-management over information technology systems that support substantially all of the Company’s financial reporting processes.

This resulted in our inability to segregate user duties within the Company’s business processes.

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual consolidated financial statements will not be prevented or detected on a timely basis.

Additionally, in the fourth quarter ended September 30, 2023, we identified a material weakness because we did not design and maintain adequate internal controls over non-routine and complex transactions, including the preparation and review of the third-party service provider valuation reports in the areas of goodwill and intangible assets.

Additionally, in fiscal 2023, we identified a material weakness because we did not design and maintain adequate internal controls over non-routine and complex transactions, including the preparation and review of the third-party service provider valuation reports in the areas of goodwill and intangible assets.

In fiscal 2024, our management, under the oversight of our Audit Committee, began designing and implementing measures designed to remediate the control deficiencies contributing to these material weaknesses.

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In addition, unfavorable ratings or assessment of our corporate social and environmental policies and programs, including our compliance with certain voluntary disclosure standards and frameworks, may lead to negative investor sentiment toward us, which could have a negative impact on our stock price and our access to and cost of capital.

Disruptions or breaches of our information technology systems could irreparably damage our reputation and our business, expose us to liability and materially adversely affect our results of operations.

We routinely collect and store sensitive data, including confidential and other proprietary information about our business and our employees, customers, suppliers and business partners.

The secure processing, maintenance and transmission of this information is important to our operations and business strategy.

We have experienced and expect to continue to experience disruptions, failures or breaches of our information technology environment, such as those caused by computer viruses, illegal hacking, criminal fraud or impersonation, acts of vandalism or terrorism or employee error.

Our cybersecurity measures and/or those of our third-party service providers and/or customers may not detect or prevent such security breaches.

We continue to devote resources to reduce the risk of or alleviate cybersecurity breaches and vulnerabilities and those costs could be significant.

Although we maintain a cybersecurity program to manage cybersecurity risks, our efforts may not be successful and could result in interruptions and delays that may materially impede our sales, manufacturing operations, distribution or other critical functions.

Any compromise of our information security could result in the misappropriation or unauthorized publication of our confidential business or proprietary information or that of other parties with which we do business, an interruption in our operations, the unauthorized transfer of cash or other of our assets, the unauthorized release of customer or employee data or a violation of privacy or other laws.

In addition, computer programmers and hackers also may be able to develop and deploy viruses, worms and other malicious software programs that attack our products, or that otherwise exploit any security vulnerabilities, and any such attack, if successful, could expose us to liability to customer claims.

Further, AI capabilities may be used to identify vulnerabilities and craft increasingly sophisticated cybersecurity attacks.

Any of the foregoing could irreparably damage our reputation and business, which could have a material adverse effect on our results of operations.

We maintain cyber risk insurance, although an insufficiency of insurance coverage could adversely affect our cash flows and overall profitability.

Furthermore, our efforts to comply with evolving laws and regulations related to cybersecurity may be costly and any failure to comply could result in investigations, proceedings, investor lawsuits and reputational damage.

Risks Related to Our Research and Development and Intellectual Property Activities

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Therefore, we cannot be certain that pending or future applications will result in issued patents, or that issued patents will be of sufficient scope or strength to provide meaningful protection or commercial advantage to us.

Other companies and individuals, including our larger competitors, may develop

technologies that are similar or superior to our technology or design around the patents we own or license.

Other companies and individuals, including our larger competitors, may develop technologies that are similar or superior to our technology or design around the patents we own or license.

In addition, the patent for the technology that we license and use in our manufacture of insert carriers has expired, which, along with the other risks related to our patents described above, may have the effect of diminishing or eliminating any competitive advantage we may have with respect to our manufacturing process.

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If there is a successful claim of infringement against us, we may be required to pay substantial damages (including treble damages if we were to be found to have willfully infringed a third party’s patent) to the party claiming infringement, incur costs to develop non-infringing technology, stop selling or using technology that contains the allegedly infringing intellectual property, or enter into royalty or license agreements that may not be available on acceptable or commercially practical terms, if at all.

Intellectual property litigation, regardless of outcome, is expensive and time-consuming, and could divert management’s attention from our business.

Intellectual property litigation, regardless of outcome, is expensive and

time-consuming, and could divert management’s attention from our business.

Our failure to successfully defend against infringement claims, or to develop non-infringing technologies or license the proprietary rights on a timely basis, could have a material negative effect on our business, operating results or financial condition.

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Our officers, directors and largest shareholders could choose to act in their best interests and not necessarily those of our other shareholders.

Our directors, executive officers and holders of ten percent or more of our outstanding common stock and their affiliates represent a significant portion of our common stock held as of September 30, 2024, and, therefore, could

have significant influence over our management and corporate policies.

These shareholders have significant influence over all matters submitted to our shareholders, including the election of our directors and approval of business combinations, and could potentially initiate or delay, deter or prevent a change of control.

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Our amended and restated articles of incorporation and amended and restated bylaws contain provisions that:

(a) authorize “blank check” preferred stock, which could be issued by our Board of Directors without shareholder approval and may contain voting, liquidation, dividend and other rights superior to our common stock;

(a) authorize “blank check” preferred stock, which could be issued by our Board of Directors without shareholder approval and may contain voting,

liquidation, dividend and other rights superior to our common stock;

(b) specify that special meetings of our shareholders can be called only by our Board of Directors, the Chairperson of our Board of Directors, our Chief Executive Officer, or a majority of the Board of Directors;

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Our Board, through the Audit Committee, oversees our cybersecurity program as part of our enterprise-wide approach to risk management.

Our cybersecurity policies, standards, processes and practices are fully

integrated into our risk management approach and are based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards.

Our cybersecurity policies, standards, processes and practices are fully integrated into our risk management approach and are based on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for Standardization and other applicable industry standards.

In general, we seek to address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.

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Office & Mfg.

Phoenix, Arizona

Manufacturing

Bethel, Connecticut

4 unchanged sentences

Manufacturing

Singapore, Asia

LEGA L PROCEEDINGS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business