Quarterly report pursuant to Section 13 or 15(d)

GOODWILL AND PURCHASED INTANGIBLE ASSETS

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GOODWILL AND PURCHASED INTANGIBLE ASSETS
 6 Months Ended
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND PURCHASED INTANGIBLE ASSETS GOODWILL AND PURCHASED INTANGIBLE ASSETS
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in business combinations. Goodwill is not subject to amortization but is tested for impairment annually during the third fiscal quarter, as well as whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
During the second quarter of fiscal 2024, we noted a significant deterioration of the long-term forecast for our Printed Circuit Board (“PCB”) and Display businesses which are a part of our PCB and Display operating segment, as the company initiated its annual strategic planning process. The downward revision of financial outlook for the PCB and Display businesses triggered a goodwill impairment test. In addition, in the second quarter of fiscal 2024, we began to evaluate strategic options for our Display business. Our PCB and Display operating segment is now comprised of two reporting units, 1) PCB and 2) Display, while, prior to the change, the PCB and Display operating segment represented a single reporting unit.
The following table presents changes in goodwill carrying value by reporting unit during the six months ended December 31, 2023:
(In thousands) Wafer Inspection and Patterning
Global Service and Support (“GSS”)
Specialty Semiconductor Process
PCB and Display
 PCB Display Component Inspection Total
Balances as of June 30, 2023
Goodwill 1,004,700  25,908  826,037  942,819  —  —  13,575  2,813,039 
Accumulated impairment losses (277,570) —  (144,179) (112,470) —  —  —  (534,219)
$ 727,130  $ 25,908  $ 681,858  $ 830,349  $ —  $ —  $ 13,575  $ 2,278,820 
Activity for the six months ended December 31, 2023
Goodwill impairment —  —  —  (192,600) —  —  —  (192,600)
Reallocation due to change in reporting units —  —  —  (637,749) 567,275  70,474  —  — 
Foreign currency adjustments (16) —  —  —  —  —  —  (16)
Balances as of December 31, 2023
Goodwill 1,004,684  25,908  826,037  305,070  567,275  70,474  13,575  $ 2,813,023 
Accumulated impairment losses (277,570) —  (144,179) (305,070) —  —  —  (726,819)
$ 727,114  $ 25,908  $ 681,858  $ —  $ 567,275  $ 70,474  $ 13,575  $ 2,086,204 

As a result of our quantitative assessment, we recorded a total goodwill impairment charge of $192.6 million for the PCB and Display reporting unit in the three months ended December 31, 2023. The goodwill balances of the new PCB and Display reporting units were determined based on their relative fair values. We assessed for impairment subsequent to the reporting unit change and noted no impairment.
To determine the fair value of a reporting unit, we utilized income and market approaches and applied a weighting of 75 percent and 25 percent, respectively. The income approach is estimated through discounted cash flow analysis. The estimated fair value of this reporting unit was computed by adding the present value of the estimated annual discounted cash flows over a discrete projection period to the residual value of the business at the end of the projection period. This valuation technique requires us to use significant estimates and assumptions, including long-term growth rates, discount rates and other inputs. The estimated growth rates for the projection period are based on our internal forecasts of anticipated future performance of the business. The residual value is estimated based on a perpetual nominal growth rate, which is based on projected long-range inflation and long-term industry projections. The discount rates are based on the weighted average cost of capital of comparable peer companies. The market approach estimates the fair value of the reporting unit by utilizing the market comparable method, which is based on revenue and earnings multiples from comparable companies. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future, and a downward revision of these estimates and/or assumptions would decrease the fair value of our reporting units, which could result in additional impairment charges in the future.
Purchased Intangible Assets
The components of purchased intangible assets as of the dates indicated below were as follows:
(In thousands)   As of December 31, 2023 As of June 30, 2023
Category
Range of
Useful 
Lives
(in years)
 Gross
Carrying
Amount		 Accumulated
Amortization
and
Impairment		 Net
Amount		 Gross
Carrying
Amount		 Accumulated
Amortization
and
Impairment		 Net
Amount
Existing technology
4-8
 $ 1,552,074  $ 954,790  $ 597,284  $ 1,536,826  $ 841,815  $ 695,011 
Customer relationships
4-9
 358,567  229,736  128,831  358,567  205,037  153,530 
Trade name / Trademark
4-7
 119,083  89,770  29,313  116,583  78,749  37,834 
Order backlog and other
<1-7
 83,336  82,639  697  85,836  82,264  3,572 
Intangible assets subject to amortization
 2,113,060  1,356,935  756,125  2,097,812  1,207,865  889,947 
In-process research and development 46,074  15,966  30,108  61,322  15,966  45,356 
Total $ 2,159,134  $ 1,372,901  $ 786,233  $ 2,159,134  $ 1,223,831  $ 935,303 

Purchased intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable. We identified an impairment indicator for the long-lived assets in our PCB and Display operating segment during the second quarter of fiscal 2024 due to the downward revision of financial outlook for the businesses as noted above.

In connection with the evaluation of the goodwill impairment in the PCB and Display reporting unit, the Company assessed tangible and intangible assets for impairment prior to performing the goodwill impairment test. The Company first performed a recoverability test for each asset group identified in the PCB and Display operating segment by 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 the 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 measure the impairment loss. Determining the fair value involved the use of significant estimates and assumptions, including revenue forecasts, terminal growth rate, tax rate and a weighted average cost of capital adjusted for company-specific risk.

As a result, we recorded a total purchased intangible asset impairment charge of $26.4 million for the three months ended December 31, 2023. No impairment was identified for other long-lived assets in the three months ended December 31, 2023.
Total impairment charges for goodwill and purchased intangible assets of $219.0 million were recognized as a separate charge and included in income (loss) from operations.
Amortization expense for purchased intangible assets for the periods indicated below was as follows:
Three Months Ended December 31, Six Months Ended December 31,
(In thousands) 2023 2022 2023 2022
Amortization expense - Costs of revenues $ 46,087  $ 45,446  $ 92,175  $ 90,512 
Amortization expense - SG&A 13,279  20,128  30,495  40,256 
Amortization expense - Research and development —  31  —  62 
Total $ 59,366  $ 65,605  $ 122,670  $ 130,830 
Based on the purchased intangible assets gross carrying amount recorded as of December 31, 2023, the remaining estimated annual amortization expense is expected to be as follows:
Fiscal year ending June 30: Amortization (In thousands)
2024 (remaining six months) $ 113,610 
2025 214,968 
2026 199,055 
2027 130,794 
2028 49,027 
2029 and thereafter 48,671 
Total $ 756,125