VEECO INSTRUMENTS INC Goodwill & Intangibles Disclosure
Note 8 — Goodwill and Intangible Assets
Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. There were no changes in goodwill balances during the year ended December 31, 2025.
The Company performs its annual goodwill impairment test at the beginning of the fourth quarter each year. As the Company maintains a single goodwill reporting unit, it determines the fair value of its reporting unit based upon the Company’s adjusted market capitalization. The annual test performed at the beginning of the fourth quarter of fiscal 2025, 2024, and 2023 did not result in any potential impairment as the fair value of the reporting unit was determined to exceed the carrying amount of the reporting unit.
The valuation of goodwill will continue to be subject to changes in the Company’s market capitalization and observable market control premiums. This analysis is sensitive to changes in the Company’s stock price and absent other qualitative factors, the Company may be required to record goodwill impairment charges in future periods if the stock price declines and remains depressed for an extended period of time.
The components of purchased intangible assets were as follows:
December 31, 2025 | December 31, 2024 | |||||||||||||||||||
Average | Accumulated | Accumulated | ||||||||||||||||||
| Remaining | | Gross | | Amortization | | | Gross | | Amortization | | |||||||||
Amortization | Carrying | and | Net | Carrying | and | Net | ||||||||||||||
Period | Amount | Impairment | Amount | Amount | Impairment | Amount | ||||||||||||||
(in years) | (in thousands) | |||||||||||||||||||
Technology | 0.4 | $ | 355,928 | $ | 355,437 | $ | 491 | $ | 355,928 | $ | 354,066 | $ | 1,862 | |||||||
Customer relationships | 3.3 | 146,925 | 141,720 | 5,205 | 146,925 | 139,955 | 6,970 | |||||||||||||
Trademarks and tradenames | - | 30,910 | 30,910 | — | 30,910 | 30,910 | — | |||||||||||||
Other | - |
| 3,746 |
| 3,746 |
| — |
| 3,746 |
| 3,746 |
| — | |||||||
Total | 3.1 | $ | 537,509 | $ | 531,813 | $ | 5,696 | $ | 537,509 | $ | 528,677 | $ | 8,832 | |||||||
Other intangible assets primarily consist of patents, licenses, and backlog.
During the fourth quarter of 2024, the Company lowered its projected cash flows for the Epiluvac asset group, which were significantly below the projected cash flows at the time of the acquisition. The reduced projections were based on the Company’s market penetration not meeting expectations associated with the SiC technology. This required the Company to assess the Epiluvac asset group for impairment. As a result of the analysis, which included projected sales and other cash flows that required the use of unobservable inputs, the Company recorded a non-cash impairment charge of $28.1 million related to definite-lived intangible assets during the fourth quarter of 2024. The impairment charge is included in “” in the Consolidated Statement of Operations.
Based on the intangible assets recorded at December 31, 2025, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated annual amortization expense, is expected to be as follows:
Amortization | |||
| (in thousands) | ||
2026 | $ | 2,134 | |
2027 |
| 1,550 | |
2028 |
| 1,481 | |
2029 |
| 531 | |
Total | $ | 5,696 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.