Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 02, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-16244 | |
Entity Registrant Name | VEECO INSTRUMENTS INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 11-2989601 | |
Entity Address, Address Line One | Terminal Drive | |
Entity Address, City or Town | Plainview | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11803 | |
City Area Code | 516 | |
Local Phone Number | 677-0200 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | VECO | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,692,973 | |
Entity Central Index Key | 0000103145 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 140,721 | $ 154,925 |
Restricted cash | 476 | 547 |
Short-term investments | 112,170 | 147,488 |
Accounts receivable, net | 120,091 | 124,221 |
Contract assets | 17,727 | 16,507 |
Inventories | 225,717 | 206,908 |
Prepaid expenses and other current assets | 26,368 | 18,305 |
Total current assets | 643,270 | 668,901 |
Property, plant, and equipment, net | 113,228 | 107,281 |
Operating lease right-of-use assets | 26,279 | 26,467 |
Intangible assets, net | 50,316 | 23,887 |
Goodwill | 214,964 | 181,943 |
Deferred income taxes | 115,949 | 116,349 |
Other assets | 3,242 | 3,355 |
Total assets | 1,167,248 | 1,128,183 |
Current liabilities: | ||
Accounts payable | 61,973 | 52,049 |
Accrued expenses and other current liabilities | 69,490 | 56,031 |
Customer deposits and deferred revenue | 133,187 | 127,223 |
Income taxes payable | 2,525 | 2,432 |
Current portion of long-term debt | 20,169 | |
Total current liabilities | 267,175 | 257,904 |
Deferred income taxes | 6,938 | 1,285 |
Long-term debt | 254,713 | 254,491 |
Long-term operating lease liabilities | 33,513 | 33,581 |
Other liabilities | 19,350 | 3,098 |
Total liabilities | 581,689 | 550,359 |
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 500,000 shares authorized; no shares issued and outstanding. | ||
Common stock, $0.01 par value; 120,000,000 shares authorized; 51,692,973 shares issued and outstanding at March 31, 2023 and 51,660,409 shares issued and outstanding at December 31, 2022 | 517 | 517 |
Additional paid-in capital | 1,076,698 | 1,078,180 |
Accumulated deficit | (493,060) | (501,801) |
Accumulated other comprehensive income | 1,404 | 928 |
Total stockholders' equity | 585,559 | 577,824 |
Total liabilities and stockholders' equity | $ 1,167,248 | $ 1,128,183 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Consolidated Balance Sheets | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares | 120,000,000 | 120,000,000 |
Common stock, shares issued | 51,692,973 | 51,660,409 |
Common stock, shares outstanding | 51,692,973 | 51,660,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Consolidated Statements of Operations | ||
Net sales | $ 153,504 | $ 156,426 |
Cost of sales | 91,487 | 90,413 |
Gross profit | 62,017 | 66,013 |
Operating expenses, net: | ||
Research and development | 27,562 | 24,117 |
Selling, general, and administrative | 22,627 | 22,894 |
Amortization of intangible assets | 2,111 | 2,504 |
Other operating expense (income), net | (89) | (19) |
Total operating expenses, net | 52,211 | 49,496 |
Operating income | 9,806 | 16,517 |
Interest income | 2,073 | 89 |
Interest expense | (2,875) | (2,892) |
Income before income taxes | 9,004 | 13,714 |
Income tax expense (benefit) | 263 | 384 |
Net income | $ 8,741 | $ 13,330 |
Income per common share: | ||
Basic (in dollars per share) | $ 0.17 | $ 0.27 |
Diluted (in dollars per share) | $ 0.17 | $ 0.24 |
Weighted average number of shares: | ||
Basic (in shares) | 50,559 | 49,614 |
Diluted (in shares) | 59,856 | 65,285 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Consolidated Statements of Comprehensive Income | ||
Net income | $ 8,741 | $ 13,330 |
Other comprehensive income (loss), net of tax: | ||
Unrealized gain (loss) on available-for-sale securities | 470 | (819) |
Change in currency translation adjustments | 6 | (3) |
Total other comprehensive income (loss), net of tax | 476 | (822) |
Total comprehensive income | $ 9,217 | $ 12,508 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income | $ 8,741 | $ 13,330 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,276 | 6,240 |
Non-cash interest expense | 226 | 238 |
Deferred income taxes | 191 | (16) |
Share-based compensation expense | 7,027 | 4,481 |
Changes in operating assets and liabilities: | ||
Accounts receivable and contract assets | 3,157 | 2,821 |
Inventories | (25,763) | (8,254) |
Prepaid expenses and other current assets | (4,783) | (8,240) |
Accounts payable and accrued expenses | 13,431 | 14,773 |
Customer deposits and deferred revenue | 5,534 | (1,243) |
Income taxes receivable and payable, net | 94 | (228) |
Other, net | (213) | 886 |
Net cash provided by (used in) operating activities | 13,918 | 24,788 |
Cash Flows from Investing Activities | ||
Capital expenditures | (6,946) | (10,918) |
Acquisition of Businesses, net of cash acquired | (30,373) | |
Proceeds from the sale of investments | 40,049 | 2,260 |
Payments for purchases of investments | (3,492) | (2,498) |
Net cash provided by (used in) investing activities | (762) | (11,156) |
Cash Flows from Financing Activities | ||
Proceeds (net of tax withholdings) from option exercises and employee stock purchase plan | 1,241 | 998 |
Restricted stock tax withholdings | (8,509) | (6,787) |
Repayment of 2023 Notes | (20,173) | |
Net cash provided by (used in) financing activities | (27,441) | (5,789) |
Effect of exchange rate changes on cash and cash equivalents | 10 | (3) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (14,275) | 7,840 |
Cash, cash equivalents, and restricted cash - beginning of period | 155,472 | 120,472 |
Cash, cash equivalents, and restricted cash - end of period | 141,197 | 128,312 |
Supplemental Disclosure of Cash Flow Information | ||
Interest paid | 2,744 | 2,593 |
Income taxes paid (refunds received) | 386 | 523 |
Non-cash activities | ||
Capital expenditures included in accounts payable and accrued expenses | 5,052 | 6,253 |
Net transfer of inventory to property, plant and equipment | 4,304 | 46 |
Right-of-use assets obtained in exchange for lease obligations | $ 630 | $ 258 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation | |
Basis of Presentation | Note 1 — Basis of Presentation The accompanying unaudited Consolidated Financial Statements of Veeco have been prepared in accordance with U.S. GAAP as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 270 for interim financial information and with the instructions to Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as the interim information is an update of the information that was presented in Veeco’s most recent annual financial statements. For further information, refer to Veeco’s Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal, recurring nature. Veeco reports interim quarters on a 13-week basis ending on the last Sunday of each quarter. The fourth quarter always ends on the last day of the calendar year, December 31. The 2023 interim quarters end on April 2, July 2, and October 1, and the 2022 interim quarters ended on April 3, July 3, and October 2. These interim quarters are reported as March 31, June 30, and September 30 in Veeco’s interim consolidated financial statements. The preparation of financial statements in conformity with U.S GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. Revenue Recognition Revenue is recognized upon the transfer of control of the promised product or service to the customer in an amount that reflects the consideration the Company expects to receive in exchange for such product or service. The Company’s contracts with customers generally do not contain variable consideration. In the rare instances where variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price. The Company’s contracts with customers frequently contain multiple deliverables, such as systems, upgrades, components, spare parts, installation, maintenance, and service plans. Judgment is required to properly identify the performance obligations within a contract and to determine how the revenue should be allocated among the performance obligations. The Company also evaluates whether multiple transactions with the same customer or related parties should be considered part of a single contract based on an assessment of whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of one another. When there are separate units of accounting, the Company allocates revenue to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling prices are determined based on the prices at which the Company separately sells the systems, upgrades, components, spare parts, installation, maintenance, and service plans. For items that are not sold separately, the Company estimates stand-alone selling prices generally using an expected cost plus margin approach. Most of the Company’s revenue is recognized at a point in time when the performance obligation is satisfied. The Company considers many facts when evaluating each of its sales arrangements to determine the timing of revenue recognition, including its contractual obligations and the nature of the customer’s post-delivery acceptance provisions. The Company’s system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For many of these arrangements, a customer source inspection of the system is performed in the Company’s facility, test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery, or other quality assurance testing is performed internally to ensure system functionality prior to shipment. Historically, such source inspection or test data replicates the field acceptance provisions that are performed at the customer’s site prior to final acceptance of the system. When the Company objectively demonstrates that the criteria specified in the contractual acceptance provisions are achieved prior to delivery either through customer testing or the Company’s historical experience of its tools meeting specifications, transfer of control of the product to the customer is considered to have occurred and revenue is recognized upon system delivery since there is no substantive contingency remaining related to the acceptance provisions at that date. For new products, new applications of existing products, or for products with substantive customer acceptance provisions where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred. The Company recognizes such revenue and costs upon obtaining objective evidence that the acceptance provisions can be achieved, assuming all other revenue recognition criteria have been met. In certain cases the Company’s contracts with customers contain a billing retention, which is billed by the Company and payable by the customer when field acceptance provisions are completed. Revenue recognized in advance of the amount that has been billed is recorded as a contract asset on the Consolidated Balance Sheets. The Company recognizes revenue related to maintenance and service contracts over time based upon the respective contract term. Installation revenue is recognized over time as the installation services are performed. The Company recognizes revenue from the sales of components, spare parts, and specified service engagements at a point in time, which is typically consistent with the time of delivery in accordance with the terms of the applicable sales arrangement. The Company may receive customer deposits on system transactions. The timing of the transfer of goods or services related to the deposits is either at the discretion of the customer or generally expected to be within one year from the deposit receipt. As such, the Company does not adjust transaction prices for the time value of money. Incremental direct costs incurred related to the acquisition of a customer contract, such as sales commissions, are expensed as incurred since the expected amortization period is one year or less. The Company has elected to treat shipping and handling costs as a fulfillment activity, and the Company includes such costs in cost of sales when the Company recognizes revenue for the related goods. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue. Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Each quarter the Company assesses the valuation and recoverability of all inventories: materials (raw materials, spare parts, and service inventory); work-in-process; and finished goods. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials, and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of inventory, which would be reflected in cost of sales in the period the revision is made. Inventory acquired as part of a business combination is recorded at fair value on the date of acquisition. |
Income Per Common Share
Income Per Common Share | 3 Months Ended |
Mar. 31, 2023 | |
Income Per Common Share | |
Income Per Common Share | Note 2 — Income Per Common Share Basic income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted income per share is calculated by dividing net income available to common shareholders by the weighted average number of shares used to calculate basic income per share plus the weighted average number of common share equivalents outstanding during the period. The dilutive effect of outstanding options to purchase common stock and share-based awards is considered in diluted income per share by application of the treasury stock method. The dilutive effect of performance share units is included in diluted income per common share if the performance targets have been achieved, or would have been achieved if the reporting date was the end of the contingency period. Finally, the Company includes the dilutive effect of shares issuable upon conversion of its Notes in the calculation of diluted income per share using the if-converted method. The computations of basic and diluted income per share for the three months ended March 31, 2023 and 2022 are as follows: Three months ended March 31, 2023 2022 (in thousands, except per share amounts) Numerator: Net income $ 8,741 $ 13,330 Interest expense associated with convertible notes 1,277 2,544 Net income available to common shareholders $ 10,018 $ 15,874 Denominator: Basic weighted average shares outstanding 50,559 49,614 Effect of potentially dilutive share-based awards 355 1,208 Dilutive effect of convertible notes 8,942 14,463 Diluted weighted average shares outstanding 59,856 65,285 Net income per common share: Basic $ 0.17 $ 0.27 Diluted $ 0.17 $ 0.24 Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive 1,140 613 Maximum potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive 5,603 504 |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination | |
Business Combination | Note 3 — Business Combination Epiluvac On January 31, 2023, the Company acquired Epiluvac AB, a privately held manufacturer of chemical vapor deposition (CVD) epitaxy systems that enable silicon carbide (SiC) applications in the electric vehicle market. This acquisition is expected to accelerate penetration into the emerging, high-growth SiC equipment market. The results of Epiluvac’s operations have been included in the consolidated financial statements since the date of acquisition. The acquisition date fair value of the consideration totaled $56.4 million, net of cash acquired, which consisted of the following: Acquisition Date (January 31, 2023) (in thousands) Cash paid, net of cash acquired $ 30,373 Contingent consideration 26,055 Acquisition date fair value $ 56,428 The purchase agreement included performance milestones that, if achieved, could trigger additional payments to the original selling shareholders. The aggregate fair value of the contingent consideration arrangement at the acquisition date was $26.1 million, of which $9.6 million was included in “Accrued expenses and other current liabilities” and $16.5 million was included within “Other liabilities” on the Consolidated Balance Sheet as of March 31, 2023. The contingent arrangements include payments up to $15.0 million based on the timely completion of certain defined milestones tied to strategic targets, and up to $20.0 million based on the percentage of orders received during the defined Earn-out period. The Earn-out period is four years after the closing date of the acquisition, or earlier if certain conditions are met. The Company estimated the fair value of the contingent consideration by assigning probabilities and discount factors to each of the various defined performance milestones, while using a Monte-Carlo simulation model to determine the most likely outcome for payments to be based on value of orders received. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined in ASC 820. The discount rate The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date. The amounts below are preliminary and are subject to change during the measurement period, not to exceed one year from the acquisition date: Acquisition Date (January 31, 2023) (in thousands) Accounts receivable $ 247 Inventories 391 Prepaid expense and other current assets 381 Property, plant, and equipment 736 Intangible assets 28,540 Total identifiable assets acquired 30,295 Accounts payable and accrued expenses 656 Customer deposits and deferred revenue 429 Deferred income taxes 5,723 Other liabilities 80 Total liabilities assumed 6,888 Net identifiable assets acquired 23,407 Goodwill 33,021 Net assets acquired $ 56,428 The gross contractual value of the acquired accounts receivable is the amount expected to be collected by the Company, and therefore is also considered its fair value. Goodwill generated from the acquisition is primarily attributed to expected synergies from future growth and strategic advantages provided through the expansion of product offerings as well as assembled workforce and is not expected to be deductible for income tax purposes. The classes of intangible assets acquired, and the estimated useful life of each class is presented in the table below: Acquisition Date (January 31, 2023) Amount Useful life (in thousands) Technology $ 28,020 15 years Customer relationships 460 5 years Backlog 60 1.5 years Intangible assets acquired $ 28,540 The Company determined the estimated fair value of the identifiable intangible assets based on various factors including cost, discounted cash flow, income method, loss-of-revenue/income method, and relief-from-royalty method in determining the purchase price allocation. The estimates are subject to change upon the finalization of the valuation analyses and if additional information about facts and circumstances that existed at the acquisition date become available during the measurement period. For the three months ended March 31, 2023, the Company incurred approximately $0.7 million of acquisition related costs, included within “Selling, general, and administrative” in the Consolidated Statement of Operations. Epiluvac’s results of operations were immaterial to the Company’s Consolidated Statement of Operations for the three months ended March 31, 2023. Additionally, the pro forma Consolidated Statement of Operations as if Epiluvac had been acquired as of January 1, 2022 would not be materially different from the Company’s actual Consolidated Statement of Operations for the three months ended March 31, 2023 or 2022. |
Assets
Assets | 3 Months Ended |
Mar. 31, 2023 | |
Assets | |
Assets | Note 4 — Assets Investments Short-term investments are generally classified as available-for-sale and reported at fair value, with unrealized gains and losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income” in the Consolidated Balance Sheets. These securities may include U.S. treasuries, government agency securities, corporate debt, and commercial paper, all with maturities of greater than three months when purchased. All realized gains and losses and unrealized losses resulting from declines in fair value that are other than temporary are included in “Other operating expense (income), net” in the Consolidated Statements of Operations. Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants. Veeco classifies certain assets based on the following fair value hierarchy: Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Veeco has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts. The following table presents the portion of Veeco’s assets that were measured at fair value on a recurring basis at March 31, 2023 and December 31, 2022: Level 1 Level 2 Level 3 Total (in thousands) March 31, 2023 Cash equivalents Certificate of deposits and time deposits $ 50,076 $ — $ — $ 50,076 Money market cash 47,128 — — 47,128 Total $ 97,204 $ — $ — $ 97,204 Short-term investments U.S. treasuries $ 38,741 $ — $ — $ 38,741 Government agency securities — 26,263 — 26,263 Corporate debt — 31,294 — 31,294 Commercial paper — 15,872 — 15,872 Total $ 38,741 $ 73,429 $ — $ 112,170 December 31, 2022 Cash equivalents Certificate of deposits and time deposits $ 61,135 $ — $ — $ 61,135 Money market cash 405 — — 405 Total $ 61,540 $ — $ — $ 61,540 Short-term investments U.S. treasuries $ 62,849 $ — $ — $ 62,849 Government agency securities — 27,366 — 27,366 Corporate debt — 41,591 — 41,591 Commercial paper — 15,682 — 15,682 Total $ 62,849 $ 84,639 $ — $ 147,488 There were no transfers between fair value measurement levels during the three months ended March 31, 2023. At March 31, 2023 and December 31, 2022, the amortized cost and fair value of available-for-sale securities consist of: Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) March 31, 2023 U.S. treasuries $ 38,929 $ — $ (188) $ 38,741 Government agency securities 26,295 8 (40) 26,263 Corporate debt 31,462 — (168) 31,294 Commercial paper 15,872 — — 15,872 Total $ 112,558 $ 8 $ (396) $ 112,170 December 31, 2022 U.S. treasuries $ 63,331 $ — $ (482) $ 62,849 Government agency securities 27,464 — (98) 27,366 Corporate debt 42,006 — (415) 41,591 Commercial paper 15,682 — — 15,682 Total $ 148,483 $ — $ (995) $ 147,488 Available-for-sale securities in a loss position at March 31, 2023 and December 31, 2022 consist of: Continuous Loss Position Continuous Loss Position for Less than 12 Months for 12 Months or More Gross Gross Estimated Unrealized Estimated Unrealized Fair Value Losses Fair Value Losses (in thousands) March 31, 2023 U.S. treasuries $ 26,462 $ (20) $ 12,279 $ (168) Government agency securities 24,255 (40) — — Corporate debt 17,123 (85) 14,171 (83) Total $ 67,840 $ (145) $ 26,450 $ (251) December 31, 2022 U.S. treasuries $ 39,791 $ (84) $ 23,057 $ (398) Government agency securities 22,528 (86) 4,838 (12) Corporate debt 19,693 (138) 21,898 (277) Total $ 82,012 $ (308) $ 49,793 $ (687) The contractual maturities of securities classified as available-for-sale at March 31, 2023 were as follows: March 31, 2023 Amortized Estimated Cost Fair Value (in thousands) Due in one year or less $ 109,067 $ 108,704 Due after one year through two years 3,491 3,466 Total $ 112,558 $ 112,170 Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. There were no realized gains or losses, or unrealized losses from declines in fair value that are other than temporary, for the three months ended March 31, 2023 and 2022. Accounts Receivable Accounts receivable is presented net of an allowance for doubtful accounts of $0.7 million at March 31, 2023 and December 31, 2022. The Company considered its current expectations of future economic conditions when estimating its allowance for doubtful accounts. Inventories Inventories at March 31, 2023 and December 31, 2022 consist of the following: March 31, December 31, 2023 2022 (in thousands) Materials $ 143,124 $ 134,940 Work-in-process 73,676 68,765 Finished goods 8,917 3,203 Total $ 225,717 $ 206,908 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets primarily consist of supplier deposits, prepaid value-added tax, lease deposits, prepaid insurance, prepaid licenses, and other receivables. In addition, Veeco had deposits with its suppliers of $13.3 million and $9.4 million at March 31, 2023 and December 31, 2022, respectively. Property, Plant, and Equipment Property, plant, and equipment at March 31, 2023 and December 31, 2022 consist of the following: March 31, December 31, 2023 2022 (in thousands) Land $ 5,061 $ 5,061 Building and improvements 64,198 64,198 Machinery and equipment (1) 167,922 155,533 Leasehold improvements 51,065 54,764 Gross property, plant, and equipment 288,246 279,556 Less: accumulated depreciation and amortization 175,018 172,275 Net property, plant, and equipment $ 113,228 $ 107,281 (1) Machinery and equipment also includes software, furniture and fixtures For the three months ended March 31, 2023 and 2022, depreciation expense was $4.2 million and $3.7 million, respectively. Goodwill Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The following table presents the changes in goodwill balances for the three months ended March 31, 2023: Gross carrying Accumulated amount impairment Net amount (in thousands) Balance at December 31, 2022 $ 430,331 $ 248,388 $ 181,943 Acquisition 33,021 — 33,021 Balance at March 31, 2023 $ 463,352 $ 248,388 $ 214,964 Intangible Assets Intangible assets consist of purchased technology, customer relationships, patents, trademarks and tradenames, licenses, and backlog, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined. The Company continues to assess potential triggering events related to the value of its intangible assets and concluded that there were no indicators of impairment during the three months ended March 31, 2023. The components of purchased intangible assets were as follows: March 31, 2023 December 31, 2022 Accumulated Accumulated Gross Amortization Gross Amortization Carrying and Net Carrying and Net Amount Impairment Amount Amount Impairment Amount (in thousands) Technology $ 355,928 $ 318,168 $ 37,760 $ 327,908 $ 316,918 $ 10,990 Customer relationships 146,925 135,967 10,958 146,465 135,415 11,050 Trademarks and tradenames 30,910 29,365 1,545 30,910 29,063 1,847 Other 3,746 3,693 53 3,686 3,686 — Total $ 537,509 $ 487,193 $ 50,316 $ 508,969 $ 485,082 $ 23,887 Other intangible assets primarily consist of patents, licenses, and backlog. |
Liabilities
Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Liabilities | |
Liabilities | Note 5 — Liabilities Accrued Expenses and Other Current Liabilities The components of accrued expenses and other current liabilities at March 31, 2023 and December 31, 2022 consist of: March 31, December 31, 2023 2022 (in thousands) Payroll and related benefits $ 30,257 $ 30,044 Contingent Consideration 9,606 — Warranty 8,703 8,601 Operating lease liabilities 3,542 3,333 Interest 2,520 2,853 Professional fees 3,242 2,102 Sales, use, and other taxes 2,023 2,027 Other 9,597 7,071 Total $ 69,490 $ 56,031 Warranty Warranties are typically valid for one year from the date of system final acceptance. The Company estimates the costs that may be incurred under the warranty which are determined by analyzing specific product and historical configuration statistics and regional warranty support costs and are affected by product failure rates, material usage, and labor costs incurred in correcting product failures during the warranty period. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. Changes in product warranty reserves for the three months ended March 31, 2023 include: (in thousands) Balance - December 31, 2022 $ 8,601 Warranties issued 1,678 Addition from Epiluvac acquisition 49 Consumption of reserves (1,707) Changes in estimate 82 Balance - March 31, 2023 $ 8,703 Customer Deposits and Deferred Revenue Customer deposits totaled $113.1 million and $110.2 million at March 31, 2023 and December 31, 2022, respectively. Deferred revenue represents amounts billed, other than deposits, in excess of the revenue that can be recognized on a particular contract at the balance sheet date. Changes in deferred revenue were as follows: (in thousands) Balance - December 31, 2022 $ 16,990 Deferral of revenue 5,392 Recognition of unearned revenue (2,268) Balance - March 31, 2023 $ 20,114 As of March 31, 2023, the Company has approximately $232.5 million of remaining performance obligations on contracts with an original estimated duration of one year or more, of which approximately 45% is expected to be recognized within one year, with the remaining amounts expected to be recognized between one Convertible Senior Notes 2023 Notes On January 10, 2017, the Company issued $345.0 million of 2.70% convertible senior unsecured notes due 2023 (the “2023 Notes”). The Company received net proceeds, after deducting underwriting discounts and fees and expenses payable by the Company, of approximately $335.8 million. The 2023 Notes bear interest at a rate of 2.70% per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2017. The 2023 Notes mature on January 15, 2023, unless earlier purchased by the Company, redeemed, or converted. On May 18, 2020, in connection with the completion of a private offering of $125.0 million aggregate principal amount of 3.75% convertible senior notes due 2027 described below, the Company repurchased and retired approximately $88.3 million in aggregate principal amount of its outstanding 2023 Notes, with a carrying amount of $78.1 million, for approximately $81.2 million of cash. Additionally, on November 11, 2020, the Company entered into a privately negotiated exchange agreement with a holder of its outstanding 2023 Notes, under which the Company agreed to retire $125.0 million in aggregate original principal amount of the 2023 Notes, with a carrying amount of $113.1 million, in exchange for the issuance of $132.5 million in aggregate principal amount of new 3.50% convertible senior notes due 2025 described below, which had a fair value that approximated the principal amount of notes issued. Finally, on November 5, 2021, the Company entered into a privately negotiated note purchase agreement with a holder of its outstanding 2023 Notes, under which the Company agreed to repurchase and retire approximately $111.5 million in aggregate original principal amount of the 2023 Notes, with a carrying amount of $105.5 million, for cash consideration of approximately $115.6 million, and approximately $1.0 million of accrued and unpaid interest. The 2023 notes matured on January 15, 2023 and were paid in cash and settled by the company at that time. 2025 Notes On November 17, 2020, as part of the privately negotiated exchange agreement described above, the Company issued $132.5 million of 3.50% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2021. The 2025 Notes mature on January 15, 2025, unless earlier purchased by the Company, redeemed, or converted. 2027 Notes On May 18, 2020, the Company completed a private offering of $125.0 million of 3.75% convertible senior notes due 2027 (the “2027 Notes”). The Company received net proceeds of approximately $121.9 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $10.3 million of cash to purchase capped calls, discussed below. The 2027 Notes bear interest at a rate of 3.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027 Notes mature on June 1, 2027, unless earlier purchased by the Company, redeemed, or converted. The 2025 Notes and 2027 Notes (collectively, the “Notes”) are unsecured obligations of Veeco and rank senior in right of payment to any of Veeco’s subordinated indebtedness; equal in right of payment to all of Veeco’s unsecured indebtedness that is not subordinated; effectively subordinated in right of payment to any of Veeco’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of Veeco’s subsidiaries. The Notes are convertible at the option of the holders upon the satisfaction of specified conditions and during certain periods as described below. The initial conversion rates are 41.6667 and 71.5372 shares of the Company’s common stock per $1,000 principal amount of the 2025 Notes and 2027 Notes, respectively, representing initial effective conversion prices of $24.00 and $13.98 per share of common stock, respectively. The conversion rates may be subject to adjustment upon the occurrence of certain specified events. Holders may convert all or any portion of their notes, in multiples of one thousand dollar principal amount, at their option at any time prior to the close of business on the business day immediately preceding, October 15, 2024 with respect to the 2025 Notes, and October 1, 2026 with respect to the 2027 Notes, only under the following circumstances: (i) During any calendar quarter (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (ii) During the five consecutive business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollar principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Veeco’s common stock and the conversion rate on each such trading day; (iii) If the Company calls any or all of applicable series of the Notes for redemption at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (iv) Upon the occurrence of specified corporate events. For the calendar quarter ended March 31, 2023, the last reported sales price of common stock during the 30 consecutive trading days, based on the criteria outlined in (i) above, was greater than 130% of the conversion price of the 2027 Notes, and as such the 2027 Notes are convertible by the holders until June 30, 2023. Holders may convert their notes at any time, regardless of the foregoing circumstances, on October 15, 2024 with respect to the 2025 Notes, and October 1, 2026 with respect to the 2027 Notes, until the close of business on the business day immediately preceding the respective maturity date. The Notes are recorded as a single unit within liabilities in the consolidated balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium. Transaction costs of $9.2 million, $1.9 million, and $3.1 million incurred in connection with the issuance of the 2023 Notes, 2025 Notes, and 2027 Notes, respectively, were recorded as direct deductions from the related debt liabilities and recognized as non-cash interest expense using the effective interest method over the expected terms of the Notes. The carrying value of the 2023 Notes, 2025 Notes and 2027 Notes are as follows: March 31, 2023 December 31, 2022 Principal Amount Unamortized transaction costs Net carrying value Principal Amount Unamortized debt discount/ transaction costs Net carrying value (in thousands) 2023 Notes $ — $ — $ — $ 20,173 $ (4) $ 20,169 2025 Notes 132,500 (872) 131,628 132,500 (990) 131,510 2027 Notes 125,000 (1,915) 123,085 125,000 (2,019) 122,981 Net carrying value $ 257,500 $ (2,787) $ 254,713 $ 277,673 $ (3,013) $ 274,660 Total interest expense related to the 2023 Notes, 2025 Notes and 2027 Notes is as follows: Three months ended March 31, 2023 2022 (in thousands) Cash Interest Expense Coupon interest expense - 2023 Notes $ 23 $ 136 Coupon interest expense - 2025 Notes 1,159 1,159 Coupon interest expense - 2027 Notes 1,172 1,172 Non-cash Interest Expense Amortization of debt discount/transaction costs- 2023 Notes 4 24 Amortization of debt discount/transaction costs- 2025 Notes 117 113 Amortization of debt discount/transaction costs- 2027 Notes 105 100 Total Interest Expense $ 2,580 $ 2,704 The Company determined the 2025 Notes and 2027 Notes are Level 2 liabilities Capped Call Transactions In connection with the offering of the 2027 Notes, on May 13, 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”), pursuant to capped call confirmations, covering the total principal amount of the 2027 Notes for an aggregate premium of $10.3 million. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2027 Notes and/or offset any cash payments the Company is required to make in excess of the aggregate principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a cap based on the capped price of the Capped Call Transactions. The Capped Call Transactions exercise price is equal to the initial conversion price of the 2027 Notes, and the capped price of the Capped Call Transactions is approximately $18.46 per share and is subject to certain adjustments under the terms of the capped call confirmations. The Capped Call Transactions are separate transactions entered into by the Company with the capped call counterparties, are not part of the terms of the 2027 Notes and do not change the holders’ rights under the 2027 Notes. Holders of the 2027 Notes do not have any rights with respect to the Capped Call Transactions. The cost of the Capped Call Transactions is not expected to be tax-deductible as the Company did not elect to integrate the Capped Call Transactions into the 2027 Notes for tax purposes. The Company used a portion of the net proceeds from the offering of the 2027 Notes to pay for the Capped Call Transactions, and the cost of the Capped Call Transactions was recorded as a reduction of the Company’s additional paid-in capital in the accompanying consolidated financial statements. Revolving Credit Facility On December 16, 2021, the Company entered into a loan and security agreement providing for a senior secured revolving credit facility in an aggregate principal amount of $150 million (the “Credit Facility”), including a $15 million letter of credit sublimit. The Credit Facility is guaranteed by the Company’s direct material U.S. subsidiaries, subject to customary exceptions. Borrowings under the Credit Facility are secured by a first-priority lien on substantially all of the assets of the Company, subject to customary exceptions. The Credit Facility has a term of five years, maturing on December 16, 2026, or earlier if certain liquidity measures are not met prior to the 2025 Notes maturing. Subject to certain conditions and the receipt of commitments from the lenders, the Loan and Security Agreement allows for revolving commitments under the Credit Facility to be increased by up to $75 million. The existing lenders under the Credit Facility are entitled, but not obligated, to provide such incremental commitments. Borrowings will bear interest at a floating rate which can be, at the Company’s option, either (a) an alternate base rate plus an applicable rate ranging from 0.50% to 1.25% or (b) a Secured Overnight Financing Rate (“SOFR”) (with a floor of 0.00%) for the specified interest period plus an applicable rate ranging from 1.50% to 2.25%, in each case, depending on the Company’s Secured Net Leverage Ratio (as defined in the Loan and Security Agreement). The Company will pay an unused commitment fee ranging from 0.25% to 0.35% based on unused capacity under the Credit Facility and the Company’s Secured Net Leverage Ratio. The Company may use the proceeds of borrowings under the Credit Facility to pay transaction fees and expenses, provide for its working capital needs and reimburse drawings under letters of credit and for other general corporate purposes. The Loan and Security Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, maintenance of properties and insurance, compliance with laws, including environmental laws, the provision of additional guarantees, and an affiliate transactions covenant, subject to certain exceptions. The Loan and Security Agreement contains customary negative covenants, including, among others, restrictions on the ability to merge and consolidate with other companies, incur indebtedness, refinance our existing convertible notes, grant liens or security interests on assets, make investments, acquisitions, loans, or advances, pay dividends, and sell or otherwise transfer assets. The Loan and Security Agreement contains financial maintenance covenants that require the Borrower to maintain an Interest Coverage Ratio (as defined in the Loan and Security Agreement) of not less than 3.00 to 1.00, a Total Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 4.50 to 1.00, and a Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 2.50 to 1.00, in each case, tested at the end of each fiscal quarter commencing with the fiscal quarter ending June 30, 2022. The Loan and Security Agreement also provides for a number of customary events of default, including, among others: payment defaults to the lenders; voluntary and involuntary bankruptcy proceedings; covenant defaults; material inaccuracies of representations and warranties; certain change of control events; material money judgments; and other customary events of default. The occurrence of an event of default could result in the acceleration of obligations and the termination of lending commitments under the Loan and Security Agreement. No amounts were outstanding under the Credit Facility as of March 31, 2023 or December 31, 2022. Other Liabilities Other liabilities at March 31, 2023 and December 31, 2022 included (i) medical and dental benefits for former executives of $1.9 million and $2.0 million, respectively; (ii) asset retirement obligations of $0.9 million and $0.7 million, respectively; and (iii) contingent consideration of $16.5 million as of March 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 6 — Commitments and Contingencies Leases The Company’s operating leases primarily include real estate leases for properties used for manufacturing, R&D activities, sales and service, and administration, as well as certain equipment leases. Some leases may include options to renew for a period of up to 5 years, while others may include options to terminate the lease. The weighted average remaining lease term of the Company’s operating leases as of March 31, 2023 was 12 years, and the weighted average discount rate used in determining the present value of future lease payments was 5.6%. The following table provides the maturities of lease liabilities at March 31, 2023: Operating Leases (in thousands) Payments due by period: 2023 $ 2,782 2024 4,683 2025 4,086 2026 4,053 2027 3,627 Thereafter 34,246 Total future minimum lease payments 53,477 Less: Imputed interest (16,422) Total $ 37,055 Reported as of March 31, 2023 Accrued expenses and other current liabilities $ 3,542 Long-term operating lease liabilities 33,513 Total $ 37,055 Operating lease cost for the three months ended March 31, 2023 and 2022 were $1.4 million and $1.9 million, respectively. Variable lease cost for the three months ended March 31, 2023 and 2022 were $0.3 million and $0.5 million respectfully. Additionally, the Company has an immaterial amount of short-term leases. Operating cash outflows from operating leases for the three months ended March 31, 2023 and 2022 were $1.4 million and $1.9 million, respectively. Receivable Purchase Agreement In December 2020, the Company entered into a receivable purchase agreement with a financial institution to sell certain of its trade receivables from customers without recourse, up to $15.0 million at any point in time. Pursuant to this agreement, the Company sold $8.3 million of receivables during the three months ended March 31, 2023, all of which remained outstanding as of March 31, 2023 as defined in the receivable purchase agreement, and $6.7 million was available under the agreement for additional sales of receivables. The Company did not sell any receivables under this agreement for the three months ended March 31, 2022. The net sale of accounts receivable under the agreement is reflected as a reduction of accounts receivable in the Company’s Consolidated Balance Sheet at the time of sale and any fees for the sale of trade receivables were not material for the periods presented. Purchase Commitments Veeco has purchase commitments of $255.5 million at March 31, 2023, substantially all of which become due within one year. Bank Guarantees Veeco has bank guarantees and letters of credit issued by a financial institution on its behalf as needed. At March 31, 2023, outstanding bank guarantees and standby letters of credit totaled $9.9 million, and unused bank guarantees and letters of credit of $12.4 million were available to be drawn upon. Legal Proceedings The Company is involved in various legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | Note 7 — Equity Statement of Stockholders’ Equity The following tables present the changes in Stockholders’ Equity: Accumulated Additional Other Common Stock Paid-in Accumulated Comprehensive Shares Amount Capital Deficit Income Total (in thousands) Balance at December 31, 2022 51,660 $ 517 $ 1,078,180 $ (501,801) $ 928 $ 577,824 Net income — — — 8,741 — 8,741 Other comprehensive income (loss), net of tax — — — — 476 476 Share-based compensation expense — — 7,027 — — 7,027 Net issuance under employee stock plans 33 — (8,509) — — (8,509) Balance at March 31, 2023 51,693 $ 517 $ 1,076,698 $ (493,060) $ 1,404 $ 585,559 Accumulated Additional Other Common Stock Paid-in Accumulated Comprehensive Shares Amount Capital Deficit Income Total (in thousands) Balance at December 31, 2021 50,653 $ 507 $ 1,116,921 $ (681,283) $ 1,483 $ 437,628 Cumulative effect of change in accounting principle - adoption of ASU 2020-06 — — (56,801) 12,541 — (44,260) Net income — — — 13,330 — 13,330 Other comprehensive income (loss), net of tax — — — — (822) (822) Share-based compensation expense — — 4,481 — — 4,481 Net issuance under employee stock plans 590 6 (6,793) — — (6,787) Balance at March 31, 2022 51,243 $ 513 $ 1,057,808 $ (655,412) $ 661 $ 403,570 Accumulated Other Comprehensive Income (“AOCI”) The following table presents the changes in the balances of each component of AOCI, net of tax: Unrealized Gains (Losses) Foreign on Available Currency for Sale Translation Securities Total (in thousands) Balance - December 31, 2022 $ 1,773 $ (845) $ 928 Other comprehensive income (loss) 6 470 476 Balance - March 31, 2023 $ 1,779 $ (375) $ 1,404 There were minimal reclassifications from AOCI into net income for the three months ended March 31, 2023 and 2022. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Compensation | |
Share-based compensation | Note 8 — Share-based Compensation Restricted share awards are issued to employees and to members of our board of directors that are subject to specified restrictions and a risk of forfeiture. The restrictions typically lapse over one Share-based compensation expense was recognized in the following line items in the Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022: Three months ended March 31, 2023 2022 (in thousands) Cost of sales $ 1,451 $ 938 Research and development 2,089 1,257 Selling, general, and administrative 3,487 2,286 Total $ 7,027 $ 4,481 For the three months ended March 31, 2023, equity activity related to stock options was as follows: Weighted Number of Average Shares Exercise Price (in thousands) Balance - December 31, 2022 177 $ 30.94 Expired (1) 30.47 Balance - March 31, 2023 176 30.94 For the three months ended March 31, 2023, equity activity related to non-vested restricted shares and performance shares was as follows: Weighted Average Number of Grant Date Shares Fair Value (in thousands) Balance - December 31, 2022 2,496 $ 23.83 Granted 1,022 22.90 Performance award adjustments 183 10.59 Vested (1,012) 16.22 Forfeited (14) 22.46 Balance - March 31, 2023 2,675 25.46 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 9 — Income Taxes Income taxes are estimated for each of the jurisdictions in which the Company operates. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. Realization of net deferred tax assets is dependent on future taxable income. At the end of each interim reporting period, the effective tax rate is aligned with expectations for the full year. This estimate is used to determine the income tax provision on a year-to-date basis and may change in subsequent interim periods. Income before income taxes and income tax expense (benefit) for the three months ended March 31, 2023 and 2022 were as follows: Three months ended March 31, 2023 2022 (in thousands, except percentages) Income before income taxes $ 9,004 $ 13,714 Income tax expense (benefit) $ 263 $ 384 Effective tax rate 2.93% 2.80% The Company’s tax expense for the three months ended March 31, 2023 was $0.3 million, compared to $0.4 million for the comparable prior period. For the three months ended March 31, 2023, the effective tax rate was lower than the U.S. statutory tax rate primarily relating to a discrete income tax benefit for share-based compensation windfall. Additionally, the effective tax rate was also favorably impacted by the tax benefits related to Foreign-Derived Intangible Income and research and development tax credits. For the three months ended March 31, 2022, the effective tax rate was lower than the U.S. statutory tax rate primarily related to changes in the valuation allowance of deferred tax assets in the U.S. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting and Geographic Information | |
Segment Reporting and Geographic Information | Note 10 — Segment Reporting and Geographic Information Veeco operates and measures its results in one operating segment and therefore has Veeco serves the following four end-markets: Semiconductor The Semiconductor market refers to early process steps in logic and memory applications where silicon wafers are processed. There are many different process steps in forming patterned wafers, such as deposition, etching, masking, and doping, where the microchips are created but remain on the silicon wafer. This market includes mask blank production for extreme ultraviolet (“EUV”) lithography, as well as Advanced Packaging, which refers to a portfolio of wafer-level assembly technologies that enable improved performance of electronic products, such as smartphones, high-end servers, and graphical processors. Compound Semiconductor The Compound Semiconductor market includes Photonics, Power Electronics, RF Filters and Amplifiers, and Solar applications. Photonics refers to light source technologies and laser-based solutions for 3D sensing, datacom and telecom applications. This includes micro-LED, laser diodes, edge emitting lasers and vertical cavity surface emitting lasers (“VCSELs”). Power Electronics refers to semiconductor devices such as rectifiers, inverters and converters for the control and conversion of electric power in applications such as fast or wireless charging of consumer electronics and automotive applications. RF power amplifiers and filters (including surface acoustic wave (“SAW”) and bulk acoustic wave (“BAW”) filters) are used in 5G communications infrastructure, smartphones, tablets, and mobile devices. They make use of radio waves for wireless broadcasting and/or communications. Solar refers to power obtained by harnessing the energy of the sun through the use of compound semiconductor devices such as photovoltaics. Data Storage Data Storage refers to the Hard Disk Drive (“HDD”) market, for which our systems enable customers to manufacture thin film magnetic heads for hard disk drives as part of large capacity storage applications. Scientific & Other Scientific & Other refers to advanced materials research and a range of manufacturing applications including optical coatings (laser mirrors, optical filters, and anti-reflective coatings). Sales by end-market and geographic region for the three months ended March 31, 2023 and 2022 were as follows: Three months ended March 31, 2023 2022 (in thousands) Sales by end-market Semiconductor $ 93,107 $ 77,620 Compound Semiconductor 21,159 37,109 Data Storage 21,514 21,595 Scientific & Other 17,724 20,102 Total $ 153,504 $ 156,426 Sales by geographic region United States $ 31,011 $ 47,471 EMEA (1) 22,947 21,425 China 60,747 30,381 Rest of APAC 38,744 56,922 Rest of World 54 227 Total $ 153,504 $ 156,426 (1) EMEA consists of Europe, the Middle East, and Africa For geographic reporting, sales are attributed to the location in which the customer facility is located. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation | |
Basis of Presentation | The accompanying unaudited Consolidated Financial Statements of Veeco have been prepared in accordance with U.S. GAAP as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 270 for interim financial information and with the instructions to Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as the interim information is an update of the information that was presented in Veeco’s most recent annual financial statements. For further information, refer to Veeco’s Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal, recurring nature. |
Fiscal Period | Veeco reports interim quarters on a 13-week basis ending on the last Sunday of each quarter. The fourth quarter always ends on the last day of the calendar year, December 31. The 2023 interim quarters end on April 2, July 2, and October 1, and the 2022 interim quarters ended on April 3, July 3, and October 2. These interim quarters are reported as March 31, June 30, and September 30 in Veeco’s interim consolidated financial statements. |
Use of Estimates | The preparation of financial statements in conformity with U.S GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition Revenue is recognized upon the transfer of control of the promised product or service to the customer in an amount that reflects the consideration the Company expects to receive in exchange for such product or service. The Company’s contracts with customers generally do not contain variable consideration. In the rare instances where variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price. The Company’s contracts with customers frequently contain multiple deliverables, such as systems, upgrades, components, spare parts, installation, maintenance, and service plans. Judgment is required to properly identify the performance obligations within a contract and to determine how the revenue should be allocated among the performance obligations. The Company also evaluates whether multiple transactions with the same customer or related parties should be considered part of a single contract based on an assessment of whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of one another. When there are separate units of accounting, the Company allocates revenue to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling prices are determined based on the prices at which the Company separately sells the systems, upgrades, components, spare parts, installation, maintenance, and service plans. For items that are not sold separately, the Company estimates stand-alone selling prices generally using an expected cost plus margin approach. Most of the Company’s revenue is recognized at a point in time when the performance obligation is satisfied. The Company considers many facts when evaluating each of its sales arrangements to determine the timing of revenue recognition, including its contractual obligations and the nature of the customer’s post-delivery acceptance provisions. The Company’s system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For many of these arrangements, a customer source inspection of the system is performed in the Company’s facility, test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery, or other quality assurance testing is performed internally to ensure system functionality prior to shipment. Historically, such source inspection or test data replicates the field acceptance provisions that are performed at the customer’s site prior to final acceptance of the system. When the Company objectively demonstrates that the criteria specified in the contractual acceptance provisions are achieved prior to delivery either through customer testing or the Company’s historical experience of its tools meeting specifications, transfer of control of the product to the customer is considered to have occurred and revenue is recognized upon system delivery since there is no substantive contingency remaining related to the acceptance provisions at that date. For new products, new applications of existing products, or for products with substantive customer acceptance provisions where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred. The Company recognizes such revenue and costs upon obtaining objective evidence that the acceptance provisions can be achieved, assuming all other revenue recognition criteria have been met. In certain cases the Company’s contracts with customers contain a billing retention, which is billed by the Company and payable by the customer when field acceptance provisions are completed. Revenue recognized in advance of the amount that has been billed is recorded as a contract asset on the Consolidated Balance Sheets. The Company recognizes revenue related to maintenance and service contracts over time based upon the respective contract term. Installation revenue is recognized over time as the installation services are performed. The Company recognizes revenue from the sales of components, spare parts, and specified service engagements at a point in time, which is typically consistent with the time of delivery in accordance with the terms of the applicable sales arrangement. The Company may receive customer deposits on system transactions. The timing of the transfer of goods or services related to the deposits is either at the discretion of the customer or generally expected to be within one year from the deposit receipt. As such, the Company does not adjust transaction prices for the time value of money. Incremental direct costs incurred related to the acquisition of a customer contract, such as sales commissions, are expensed as incurred since the expected amortization period is one year or less. The Company has elected to treat shipping and handling costs as a fulfillment activity, and the Company includes such costs in cost of sales when the Company recognizes revenue for the related goods. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Each quarter the Company assesses the valuation and recoverability of all inventories: materials (raw materials, spare parts, and service inventory); work-in-process; and finished goods. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials, and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of inventory, which would be reflected in cost of sales in the period the revision is made. Inventory acquired as part of a business combination is recorded at fair value on the date of acquisition. |
Income Per Common Share (Tables
Income Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Per Common Share | |
Schedule of computations of basic and diluted income per share | Three months ended March 31, 2023 2022 (in thousands, except per share amounts) Numerator: Net income $ 8,741 $ 13,330 Interest expense associated with convertible notes 1,277 2,544 Net income available to common shareholders $ 10,018 $ 15,874 Denominator: Basic weighted average shares outstanding 50,559 49,614 Effect of potentially dilutive share-based awards 355 1,208 Dilutive effect of convertible notes 8,942 14,463 Diluted weighted average shares outstanding 59,856 65,285 Net income per common share: Basic $ 0.17 $ 0.27 Diluted $ 0.17 $ 0.24 Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive 1,140 613 Maximum potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive 5,603 504 |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination | |
Schedule of acquisition date fair value of consideration | Acquisition Date (January 31, 2023) (in thousands) Cash paid, net of cash acquired $ 30,373 Contingent consideration 26,055 Acquisition date fair value $ 56,428 |
Summary of estimated fair values of assets acquired and liabilities assumed | Acquisition Date (January 31, 2023) (in thousands) Accounts receivable $ 247 Inventories 391 Prepaid expense and other current assets 381 Property, plant, and equipment 736 Intangible assets 28,540 Total identifiable assets acquired 30,295 Accounts payable and accrued expenses 656 Customer deposits and deferred revenue 429 Deferred income taxes 5,723 Other liabilities 80 Total liabilities assumed 6,888 Net identifiable assets acquired 23,407 Goodwill 33,021 Net assets acquired $ 56,428 |
Summary of classes of intangible assets acquired and estimated useful life | Acquisition Date (January 31, 2023) Amount Useful life (in thousands) Technology $ 28,020 15 years Customer relationships 460 5 years Backlog 60 1.5 years Intangible assets acquired $ 28,540 |
Assets (Tables)
Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Assets | |
Schedule of portion of Veeco's assets (excluding cash balances) that are measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Total (in thousands) March 31, 2023 Cash equivalents Certificate of deposits and time deposits $ 50,076 $ — $ — $ 50,076 Money market cash 47,128 — — 47,128 Total $ 97,204 $ — $ — $ 97,204 Short-term investments U.S. treasuries $ 38,741 $ — $ — $ 38,741 Government agency securities — 26,263 — 26,263 Corporate debt — 31,294 — 31,294 Commercial paper — 15,872 — 15,872 Total $ 38,741 $ 73,429 $ — $ 112,170 December 31, 2022 Cash equivalents Certificate of deposits and time deposits $ 61,135 $ — $ — $ 61,135 Money market cash 405 — — 405 Total $ 61,540 $ — $ — $ 61,540 Short-term investments U.S. treasuries $ 62,849 $ — $ — $ 62,849 Government agency securities — 27,366 — 27,366 Corporate debt — 41,591 — 41,591 Commercial paper — 15,682 — 15,682 Total $ 62,849 $ 84,639 $ — $ 147,488 |
Schedule of amortized cost and fair value of available-for-sale securities | Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) March 31, 2023 U.S. treasuries $ 38,929 $ — $ (188) $ 38,741 Government agency securities 26,295 8 (40) 26,263 Corporate debt 31,462 — (168) 31,294 Commercial paper 15,872 — — 15,872 Total $ 112,558 $ 8 $ (396) $ 112,170 December 31, 2022 U.S. treasuries $ 63,331 $ — $ (482) $ 62,849 Government agency securities 27,464 — (98) 27,366 Corporate debt 42,006 — (415) 41,591 Commercial paper 15,682 — — 15,682 Total $ 148,483 $ — $ (995) $ 147,488 |
Schedule of fair value and unrealized losses of available-for-sale securities in a loss position | Continuous Loss Position Continuous Loss Position for Less than 12 Months for 12 Months or More Gross Gross Estimated Unrealized Estimated Unrealized Fair Value Losses Fair Value Losses (in thousands) March 31, 2023 U.S. treasuries $ 26,462 $ (20) $ 12,279 $ (168) Government agency securities 24,255 (40) — — Corporate debt 17,123 (85) 14,171 (83) Total $ 67,840 $ (145) $ 26,450 $ (251) December 31, 2022 U.S. treasuries $ 39,791 $ (84) $ 23,057 $ (398) Government agency securities 22,528 (86) 4,838 (12) Corporate debt 19,693 (138) 21,898 (277) Total $ 82,012 $ (308) $ 49,793 $ (687) |
Schedule of contractual maturities of securities classified as available-for-sale | March 31, 2023 Amortized Estimated Cost Fair Value (in thousands) Due in one year or less $ 109,067 $ 108,704 Due after one year through two years 3,491 3,466 Total $ 112,558 $ 112,170 |
Schedule of inventories | March 31, December 31, 2023 2022 (in thousands) Materials $ 143,124 $ 134,940 Work-in-process 73,676 68,765 Finished goods 8,917 3,203 Total $ 225,717 $ 206,908 |
Schedule of property, plant, and equipment | March 31, December 31, 2023 2022 (in thousands) Land $ 5,061 $ 5,061 Building and improvements 64,198 64,198 Machinery and equipment (1) 167,922 155,533 Leasehold improvements 51,065 54,764 Gross property, plant, and equipment 288,246 279,556 Less: accumulated depreciation and amortization 175,018 172,275 Net property, plant, and equipment $ 113,228 $ 107,281 (1) Machinery and equipment also includes software, furniture and fixtures |
Schedule of changes in goodwill | Gross carrying Accumulated amount impairment Net amount (in thousands) Balance at December 31, 2022 $ 430,331 $ 248,388 $ 181,943 Acquisition 33,021 — 33,021 Balance at March 31, 2023 $ 463,352 $ 248,388 $ 214,964 |
Schedule of intangible assets excluding goodwill | March 31, 2023 December 31, 2022 Accumulated Accumulated Gross Amortization Gross Amortization Carrying and Net Carrying and Net Amount Impairment Amount Amount Impairment Amount (in thousands) Technology $ 355,928 $ 318,168 $ 37,760 $ 327,908 $ 316,918 $ 10,990 Customer relationships 146,925 135,967 10,958 146,465 135,415 11,050 Trademarks and tradenames 30,910 29,365 1,545 30,910 29,063 1,847 Other 3,746 3,693 53 3,686 3,686 — Total $ 537,509 $ 487,193 $ 50,316 $ 508,969 $ 485,082 $ 23,887 |
Liabilities (Tables)
Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Liabilities | |
Schedule of accrued expenses and other current liabilities | March 31, December 31, 2023 2022 (in thousands) Payroll and related benefits $ 30,257 $ 30,044 Contingent Consideration 9,606 — Warranty 8,703 8,601 Operating lease liabilities 3,542 3,333 Interest 2,520 2,853 Professional fees 3,242 2,102 Sales, use, and other taxes 2,023 2,027 Other 9,597 7,071 Total $ 69,490 $ 56,031 |
Schedule of changes in product warranty reserves | (in thousands) Balance - December 31, 2022 $ 8,601 Warranties issued 1,678 Addition from Epiluvac acquisition 49 Consumption of reserves (1,707) Changes in estimate 82 Balance - March 31, 2023 $ 8,703 |
Schedule of changes in deferred revenue | (in thousands) Balance - December 31, 2022 $ 16,990 Deferral of revenue 5,392 Recognition of unearned revenue (2,268) Balance - March 31, 2023 $ 20,114 |
Schedule of carrying value of Convertible Senior Notes | March 31, 2023 December 31, 2022 Principal Amount Unamortized transaction costs Net carrying value Principal Amount Unamortized debt discount/ transaction costs Net carrying value (in thousands) 2023 Notes $ — $ — $ — $ 20,173 $ (4) $ 20,169 2025 Notes 132,500 (872) 131,628 132,500 (990) 131,510 2027 Notes 125,000 (1,915) 123,085 125,000 (2,019) 122,981 Net carrying value $ 257,500 $ (2,787) $ 254,713 $ 277,673 $ (3,013) $ 274,660 |
Schedule of interest expense related to Convertible Senior Notes | Three months ended March 31, 2023 2022 (in thousands) Cash Interest Expense Coupon interest expense - 2023 Notes $ 23 $ 136 Coupon interest expense - 2025 Notes 1,159 1,159 Coupon interest expense - 2027 Notes 1,172 1,172 Non-cash Interest Expense Amortization of debt discount/transaction costs- 2023 Notes 4 24 Amortization of debt discount/transaction costs- 2025 Notes 117 113 Amortization of debt discount/transaction costs- 2027 Notes 105 100 Total Interest Expense $ 2,580 $ 2,704 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Schedule of maturities of lease liabilities 2020 | The following table provides the maturities of lease liabilities at March 31, 2023: Operating Leases (in thousands) Payments due by period: 2023 $ 2,782 2024 4,683 2025 4,086 2026 4,053 2027 3,627 Thereafter 34,246 Total future minimum lease payments 53,477 Less: Imputed interest (16,422) Total $ 37,055 Reported as of March 31, 2023 Accrued expenses and other current liabilities $ 3,542 Long-term operating lease liabilities 33,513 Total $ 37,055 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity | |
Schedule of Stockholders' Equity | Accumulated Additional Other Common Stock Paid-in Accumulated Comprehensive Shares Amount Capital Deficit Income Total (in thousands) Balance at December 31, 2022 51,660 $ 517 $ 1,078,180 $ (501,801) $ 928 $ 577,824 Net income — — — 8,741 — 8,741 Other comprehensive income (loss), net of tax — — — — 476 476 Share-based compensation expense — — 7,027 — — 7,027 Net issuance under employee stock plans 33 — (8,509) — — (8,509) Balance at March 31, 2023 51,693 $ 517 $ 1,076,698 $ (493,060) $ 1,404 $ 585,559 Accumulated Additional Other Common Stock Paid-in Accumulated Comprehensive Shares Amount Capital Deficit Income Total (in thousands) Balance at December 31, 2021 50,653 $ 507 $ 1,116,921 $ (681,283) $ 1,483 $ 437,628 Cumulative effect of change in accounting principle - adoption of ASU 2020-06 — — (56,801) 12,541 — (44,260) Net income — — — 13,330 — 13,330 Other comprehensive income (loss), net of tax — — — — (822) (822) Share-based compensation expense — — 4,481 — — 4,481 Net issuance under employee stock plans 590 6 (6,793) — — (6,787) Balance at March 31, 2022 51,243 $ 513 $ 1,057,808 $ (655,412) $ 661 $ 403,570 |
Schedule of the changes in the balances of each component of AOCI, net of tax | Unrealized Gains (Losses) Foreign on Available Currency for Sale Translation Securities Total (in thousands) Balance - December 31, 2022 $ 1,773 $ (845) $ 928 Other comprehensive income (loss) 6 470 476 Balance - March 31, 2023 $ 1,779 $ (375) $ 1,404 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Compensation | |
Schedule of share-based compensation expense | Three months ended March 31, 2023 2022 (in thousands) Cost of sales $ 1,451 $ 938 Research and development 2,089 1,257 Selling, general, and administrative 3,487 2,286 Total $ 7,027 $ 4,481 |
Summary of stock option activity | Weighted Number of Average Shares Exercise Price (in thousands) Balance - December 31, 2022 177 $ 30.94 Expired (1) 30.47 Balance - March 31, 2023 176 30.94 |
Summary of non-vested restricted and performance shares activity | Weighted Average Number of Grant Date Shares Fair Value (in thousands) Balance - December 31, 2022 2,496 $ 23.83 Granted 1,022 22.90 Performance award adjustments 183 10.59 Vested (1,012) 16.22 Forfeited (14) 22.46 Balance - March 31, 2023 2,675 25.46 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Taxes | |
Schedule of income before income taxes and income tax expense (benefit) | Three months ended March 31, 2023 2022 (in thousands, except percentages) Income before income taxes $ 9,004 $ 13,714 Income tax expense (benefit) $ 263 $ 384 Effective tax rate 2.93% 2.80% |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting and Geographic Information | |
Schedule of sales by end-market | Three months ended March 31, 2023 2022 (in thousands) Sales by end-market Semiconductor $ 93,107 $ 77,620 Compound Semiconductor 21,159 37,109 Data Storage 21,514 21,595 Scientific & Other 17,724 20,102 Total $ 153,504 $ 156,426 Sales by geographic region United States $ 31,011 $ 47,471 EMEA (1) 22,947 21,425 China 60,747 30,381 Rest of APAC 38,744 56,922 Rest of World 54 227 Total $ 153,504 $ 156,426 (1) EMEA consists of Europe, the Middle East, and Africa |
Schedule of sales by geographic region | Three months ended March 31, 2023 2022 (in thousands) Sales by end-market Semiconductor $ 93,107 $ 77,620 Compound Semiconductor 21,159 37,109 Data Storage 21,514 21,595 Scientific & Other 17,724 20,102 Total $ 153,504 $ 156,426 Sales by geographic region United States $ 31,011 $ 47,471 EMEA (1) 22,947 21,425 China 60,747 30,381 Rest of APAC 38,744 56,922 Rest of World 54 227 Total $ 153,504 $ 156,426 (1) EMEA consists of Europe, the Middle East, and Africa |
Basis of Presentation - Fiscal
Basis of Presentation - Fiscal Period (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation | |
Fiscal period duration (in days) | 91 days |
Basis of Presentation - Revenue
Basis of Presentation - Revenue Recognition (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Basis of Presentation | |
Revenue, practical expedient, incremental cost of obtaining contract | true |
Income Per Common Share - Basic
Income Per Common Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income | $ 8,741 | $ 13,330 |
Interest expense associated with convertible notes | 1,277 | 2,544 |
Net income available to common shareholders | $ 10,018 | $ 15,874 |
Denominator: | ||
Basic weighted average shares outstanding | 50,559 | 49,614 |
Effect of potentially dilutive share-based awards | 355 | 1,208 |
Dilutive effect of convertible notes | 8,942 | 14,463 |
Diluted weighted average shares outstanding | 59,856 | 65,285 |
Net income (loss) per common share: | ||
Basic (in dollars per share) | $ 0.17 | $ 0.27 |
Diluted (in dollars per share) | $ 0.17 | $ 0.24 |
Income Per Common Share - Share
Income Per Common Share - Shares Excluded from EPS (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Potentially dilutive shares | ||
Diluted income (loss) per share | ||
Securities excluded from the diluted calculation as their effect would be antidilutive | 1,140 | 613 |
Convertible Notes | ||
Diluted income (loss) per share | ||
Securities excluded from the diluted calculation as their effect would be antidilutive | 5,603 | 504 |
Business Combination - Consider
Business Combination - Consideration (Details) $ in Thousands | Jan. 31, 2023 USD ($) | Mar. 31, 2023 USD ($) |
Business Combination | ||
Contingent consideration, Accrued expenses and other current liabilities | $ 9,606 | |
Other liabilities | ||
Business Combination | ||
Contingent consideration, Other liabilities | $ 16,500 | |
Epiluvac AB | ||
Business Combination | ||
Cash paid, net of cash acquired | $ 30,373 | |
Contingent consideration | 26,055 | |
Acquisition date fair value | $ 56,428 | |
Contingent consideration measurement input | 0.0554 | |
Business Combination, Contingent Consideration, Liability, Measurement Input | us-gaap:MeasurementInputDiscountRateMember | |
Epiluvac AB | Accrued expenses and other current liabilities | ||
Business Combination | ||
Contingent consideration, Accrued expenses and other current liabilities | $ 9,600 | |
Epiluvac AB | Other liabilities | ||
Business Combination | ||
Contingent consideration, Other liabilities | 16,500 | |
Epiluvac AB | Completion of certain defined milestones | ||
Business Combination | ||
Contingent consideration payments, High end of range | 15,000 | |
Epiluvac AB | Percentage of orders received during defined Earn-out period | ||
Business Combination | ||
Contingent consideration payments, High end of range | $ 20,000 | |
Maximum earn-out period | 4 years |
Business Combination - Assets a
Business Combination - Assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 214,964 | $ 181,943 | |
Epiluvac AB | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Accounts receivable | $ 247 | ||
Inventories | 391 | ||
Prepaid expense and other current assets | 381 | ||
Property, plant, and equipment | 736 | ||
Intangible assets | 28,540 | ||
Total identifiable assets acquired | 30,295 | ||
Accounts payable and accrued expenses | 656 | ||
Customer deposits and deferred revenue | 429 | ||
Deferred income taxes | 5,723 | ||
Other liabilities | 80 | ||
Total liabilities assumed | 6,888 | ||
Net identifiable assets acquired | 23,407 | ||
Goodwill | 33,021 | ||
Net assets acquired | $ 56,428 |
Business Combination - Intangib
Business Combination - Intangible assets acquired (Details) - Epiluvac AB $ in Thousands | Jan. 31, 2023 USD ($) |
Intangible assets | |
Intangible assets acquired, Amount | $ 28,540 |
Acquisition related costs | 700 |
Technology | |
Intangible assets | |
Intangible assets acquired, Amount | $ 28,020 |
Intangible assets acquired, Useful life | 15 years |
Customer relationship | |
Intangible assets | |
Intangible assets acquired, Amount | $ 460 |
Intangible assets acquired, Useful life | 5 years |
Backlog | |
Intangible assets | |
Intangible assets acquired, Amount | $ 60 |
Intangible assets acquired, Useful life | 1 year 6 months |
Assets - Fair Value (Details)
Assets - Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Short-term investments | ||
Transfer of assets from Level 1 to Level 2 | $ 0 | |
Transfer of assets from Level 2 to Level 1 | 0 | |
Measured on a recurring basis | ||
Cash equivalents | ||
Total Cash equivalents | 97,204 | $ 61,540 |
Short-term investments | ||
Total Short-term investments | 112,170 | 147,488 |
Measured on a recurring basis | U.S. treasuries | ||
Short-term investments | ||
Total Short-term investments | 38,741 | 62,849 |
Measured on a recurring basis | Government agency securities, Cash equivalents | ||
Short-term investments | ||
Total Short-term investments | 26,263 | 27,366 |
Measured on a recurring basis | Corporate debt | ||
Short-term investments | ||
Total Short-term investments | 31,294 | 41,591 |
Measured on a recurring basis | Commercial paper | ||
Short-term investments | ||
Total Short-term investments | 15,872 | 15,682 |
Measured on a recurring basis | Certificate of deposits and time deposits | ||
Cash equivalents | ||
Total Cash equivalents | 50,076 | 61,135 |
Measured on a recurring basis | Money market cash | ||
Cash equivalents | ||
Total Cash equivalents | 47,128 | 405 |
Measured on a recurring basis | Level 1 | ||
Cash equivalents | ||
Total Cash equivalents | 97,204 | 61,540 |
Short-term investments | ||
Total Short-term investments | 38,741 | 62,849 |
Measured on a recurring basis | Level 1 | U.S. treasuries | ||
Short-term investments | ||
Total Short-term investments | 38,741 | 62,849 |
Measured on a recurring basis | Level 1 | Certificate of deposits and time deposits | ||
Cash equivalents | ||
Total Cash equivalents | 50,076 | 61,135 |
Measured on a recurring basis | Level 1 | Money market cash | ||
Cash equivalents | ||
Total Cash equivalents | 47,128 | 405 |
Measured on a recurring basis | Level 2 | ||
Short-term investments | ||
Total Short-term investments | 73,429 | 84,639 |
Measured on a recurring basis | Level 2 | Government agency securities, Cash equivalents | ||
Short-term investments | ||
Total Short-term investments | 26,263 | 27,366 |
Measured on a recurring basis | Level 2 | Corporate debt | ||
Short-term investments | ||
Total Short-term investments | 31,294 | 41,591 |
Measured on a recurring basis | Level 2 | Commercial paper | ||
Short-term investments | ||
Total Short-term investments | $ 15,872 | $ 15,682 |
Assets - Available-For-Sale Sec
Assets - Available-For-Sale Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Total available-for-sale securities | |||
Amortized Cost | $ 112,558 | $ 148,483 | |
Gross Unrealized Gains | 8 | ||
Gross Unrealized Losses | (396) | (995) | |
Estimated Fair Value | 112,170 | 147,488 | |
Available-for-sale securities in a loss position | |||
Investments, Continuous loss position for less than 12 months, Estimated Fair Value | 67,840 | 82,012 | |
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses | (145) | (308) | |
Investments, Continuous loss position for 12 months or more, Estimated Fair Value | 26,450 | 49,793 | |
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses | (251) | (687) | |
Contractual maturities - Amortized Cost | |||
Amortized Cost, Due in one year or less | 109,067 | ||
Amortized Cost, Due after one year through two years | 3,491 | ||
Amortized Cost | 112,558 | 148,483 | |
Contractual maturities - Estimated Fair Value | |||
Estimated Fair Value, Due in one year or less | 108,704 | ||
Estimated Fair Value, Due after one year through two years | 3,466 | ||
Available-for-sale Securities, Debt Securities, Total | 112,170 | 147,488 | |
Realized gains or losses | |||
Realized gains or losses | 0 | $ 0 | |
Unrealized losses | 0 | $ 0 | |
U.S. treasuries | |||
Total available-for-sale securities | |||
Amortized Cost | 38,929 | 63,331 | |
Gross Unrealized Losses | (188) | (482) | |
Estimated Fair Value | 38,741 | 62,849 | |
Available-for-sale securities in a loss position | |||
Investments, Continuous loss position for less than 12 months, Estimated Fair Value | 26,462 | 39,791 | |
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses | (20) | (84) | |
Investments, Continuous loss position for 12 months or more, Estimated Fair Value | 12,279 | 23,057 | |
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses | (168) | (398) | |
Contractual maturities - Amortized Cost | |||
Amortized Cost | 38,929 | 63,331 | |
Contractual maturities - Estimated Fair Value | |||
Available-for-sale Securities, Debt Securities, Total | 38,741 | 62,849 | |
Government agency securities, Cash equivalents | |||
Total available-for-sale securities | |||
Amortized Cost | 26,295 | 27,464 | |
Gross Unrealized Gains | 8 | ||
Gross Unrealized Losses | (40) | (98) | |
Estimated Fair Value | 26,263 | 27,366 | |
Available-for-sale securities in a loss position | |||
Investments, Continuous loss position for less than 12 months, Estimated Fair Value | 24,255 | 22,528 | |
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses | (40) | (86) | |
Investments, Continuous loss position for 12 months or more, Estimated Fair Value | 4,838 | ||
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses | (12) | ||
Contractual maturities - Amortized Cost | |||
Amortized Cost | 26,295 | 27,464 | |
Contractual maturities - Estimated Fair Value | |||
Available-for-sale Securities, Debt Securities, Total | 26,263 | 27,366 | |
Corporate debt | |||
Total available-for-sale securities | |||
Amortized Cost | 31,462 | 42,006 | |
Gross Unrealized Losses | (168) | (415) | |
Estimated Fair Value | 31,294 | 41,591 | |
Available-for-sale securities in a loss position | |||
Investments, Continuous loss position for less than 12 months, Estimated Fair Value | 17,123 | 19,693 | |
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses | (85) | (138) | |
Investments, Continuous loss position for 12 months or more, Estimated Fair Value | 14,171 | 21,898 | |
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses | (83) | (277) | |
Contractual maturities - Amortized Cost | |||
Amortized Cost | 31,462 | 42,006 | |
Contractual maturities - Estimated Fair Value | |||
Available-for-sale Securities, Debt Securities, Total | 31,294 | 41,591 | |
Commercial paper | |||
Total available-for-sale securities | |||
Amortized Cost | 15,872 | 15,682 | |
Estimated Fair Value | 15,872 | 15,682 | |
Contractual maturities - Amortized Cost | |||
Amortized Cost | 15,872 | 15,682 | |
Contractual maturities - Estimated Fair Value | |||
Available-for-sale Securities, Debt Securities, Total | $ 15,872 | $ 15,682 |
Assets - Accounts Receivable (D
Assets - Accounts Receivable (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Allowance for doubtful accounts receivable | $ 0.7 | $ 0.7 |
Assets - Inventories (Details)
Assets - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventories | ||
Materials | $ 143,124 | $ 134,940 |
Work-in-process | 73,676 | 68,765 |
Finished goods | 8,917 | 3,203 |
Total | $ 225,717 | $ 206,908 |
Assets - Prepaid Expenses and O
Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid expenses and other current assets | ||
Deposits with suppliers | $ 13.3 | $ 9.4 |
Assets - Property, Plant, and E
Assets - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, plant, and equipment | |||
Gross property, plant and equipment | $ 288,246 | $ 279,556 | |
Less: accumulated depreciation and amortization | 175,018 | 172,275 | |
Net property, plant, and equipment | 113,228 | 107,281 | |
Depreciation expense | 4,200 | $ 3,700 | |
Land | |||
Property, plant, and equipment | |||
Gross property, plant and equipment | 5,061 | 5,061 | |
Building and improvements | |||
Property, plant, and equipment | |||
Gross property, plant and equipment | 64,198 | 64,198 | |
Machinery and equipment | |||
Property, plant, and equipment | |||
Gross property, plant and equipment | 167,922 | 155,533 | |
Leaseholds improvements | |||
Property, plant, and equipment | |||
Gross property, plant and equipment | $ 51,065 | $ 54,764 |
Assets - Goodwill (Details)
Assets - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Changes in goodwill balances | ||
Gross carrying amount, beginning balance | $ 430,331 | |
Acquisition | 33,021 | |
Gross carrying amount, ending balance | 463,352 | |
Accumulated impairment | 248,388 | $ 248,388 |
Net amount, beginning balance | 181,943 | |
Net amount, ending balance | $ 214,964 |
Assets - Intangible Assets (Det
Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Intangible assets | ||
Gross Carrying Amount, Intangible assets | $ 537,509 | $ 508,969 |
Accumulated Amortization and Impairment, Intangible assets | 487,193 | 485,082 |
Total Net Intangible Assets | 50,316 | 23,887 |
Technology | ||
Intangible assets | ||
Gross Carrying Amount, Intangible assets | 355,928 | 327,908 |
Accumulated Amortization and Impairment, Intangible assets | 318,168 | 316,918 |
Total Net Intangible Assets | 37,760 | 10,990 |
Customer relationship | ||
Intangible assets | ||
Gross Carrying Amount, Intangible assets | 146,925 | 146,465 |
Accumulated Amortization and Impairment, Intangible assets | 135,967 | 135,415 |
Total Net Intangible Assets | 10,958 | 11,050 |
Trademarks and tradenames | ||
Intangible assets | ||
Gross Carrying Amount, Intangible assets | 30,910 | 30,910 |
Accumulated Amortization and Impairment, Intangible assets | 29,365 | 29,063 |
Total Net Intangible Assets | 1,545 | 1,847 |
Other Intangible Assets | ||
Intangible assets | ||
Gross Carrying Amount, Intangible assets | 3,746 | 3,686 |
Accumulated Amortization and Impairment, Intangible assets | 3,693 | $ 3,686 |
Total Net Intangible Assets | $ 53 |
Liabilities - Accrued Expenses
Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Payroll and related benefits | $ 30,257 | $ 30,044 |
Contingent consideration | 9,606 | |
Warranty | 8,703 | 8,601 |
Operating lease liabilities | 3,542 | 3,333 |
Interest | 2,520 | 2,853 |
Professional fees | 3,242 | 2,102 |
Sales, use, and other taxes | 2,023 | 2,027 |
Other | 9,597 | 7,071 |
Total accrued expenses and other current liabilities | $ 69,490 | $ 56,031 |
Liabilities - Warranty (Details
Liabilities - Warranty (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Warranty | |
Warranty period | 1 year |
Balance, beginning of the period | $ 8,601 |
Warranties issued | 1,678 |
Addition from Epiluvac acquisition | 49 |
Consumption of reserves | (1,707) |
Changes in estimate | 82 |
Balance, end of the period | $ 8,703 |
Liabilities - Customer Deposits
Liabilities - Customer Deposits and Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Liabilities | ||
Customer deposits | $ 113,100 | $ 110,200 |
Changes in deferred revenue | ||
Beginning balance | 16,990 | |
Deferral of revenue | 5,392 | |
Recognition of unearned revenue | (2,268) | |
Ending balance | $ 20,114 |
Liabilities - Performance Oblig
Liabilities - Performance Obligations Amount (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Performance obligations | |
Remaining performance obligations | $ 232.5 |
Minimum | |
Performance obligations | |
Performance obligation at time of contract origination | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Performance obligations | |
Percentage of remaining performance obligation expected to be recognized | 45% |
Liabilities - Performance Obl_2
Liabilities - Performance Obligations Timing (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Liabilities | |
Revenue, Practical Expedient, Remaining Performance Obligation | true |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
Performance obligations | |
Remaining performance obligations, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Minimum | |
Performance obligations | |
Remaining performance obligations, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Maximum | |
Performance obligations | |
Remaining performance obligations, expected timing of satisfaction | 3 years |
Liabilities - 2023, 2025 and 20
Liabilities - 2023, 2025 and 2027 Convertible Senior Notes (Details) - USD ($) $ in Thousands | Nov. 05, 2021 | Nov. 11, 2020 | May 18, 2020 | Jan. 10, 2017 | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 17, 2020 |
Debt | |||||||
Principal amount | $ 257,500 | $ 277,673 | |||||
2023 Notes | |||||||
Debt | |||||||
Principal amount | $ 345,000 | 20,173 | |||||
Interest rate (as a percent) | 2.70% | ||||||
Proceeds, net of issuance costs | $ 335,800 | ||||||
Repurchased and retired amount | $ 111,500 | $ 125,000 | $ 88,300 | ||||
Carrying amount of debt extinguished | 105,500 | $ 113,100 | 78,100 | ||||
Cash paid for repurchase of notes | 115,600 | 81,200 | |||||
Accrued and unpaid interest | $ 1,000 | ||||||
2025 Notes | |||||||
Debt | |||||||
Principal amount | 132,500 | 132,500 | $ 132,500 | ||||
Interest rate (as a percent) | 3.50% | ||||||
2027 Notes | |||||||
Debt | |||||||
Principal amount | $ 125,000 | $ 125,000 | $ 125,000 | ||||
Interest rate (as a percent) | 3.75% | ||||||
Proceeds, net of issuance costs | $ 121,900 | ||||||
Purchase of capped calls | $ 10,300 |
Liabilities - Convertible Senio
Liabilities - Convertible Senior Notes (Details) | 3 Months Ended | |||
Nov. 17, 2020 USD ($) $ / shares | May 18, 2020 USD ($) $ / shares | Jan. 10, 2017 USD ($) | Mar. 31, 2023 USD ($) D | |
Convertible Notes | ||||
Debt | ||||
Multiples of principal holders may convert | 1,000 | |||
Minimum threshold period | D | 20 | |||
Consecutive trading days | D | 30 | |||
Stock price trigger (as a percent) | 130% | |||
Trading days | D | 5 | |||
Number of consecutive business days | 5 days | |||
Maximum percentage of common stock conversion | 98% | |||
2023 Notes | ||||
Debt | ||||
Transaction costs | $ 9,200,000 | |||
2025 Notes | ||||
Debt | ||||
Conversion rate | 0.0416667 | |||
Conversion price (in dollars per share) | $ / shares | $ 24 | |||
Transaction costs | $ 1,900,000 | |||
2027 Notes | ||||
Debt | ||||
Conversion rate | 0.0715372 | |||
Conversion price (in dollars per share) | $ / shares | $ 13.98 | |||
Transaction costs | $ 3,100,000 |
Liabilities - Convertible Sen_2
Liabilities - Convertible Senior Notes Carrying Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Nov. 17, 2020 | May 18, 2020 | Jan. 10, 2017 |
Debt | |||||
Principal amount | $ 257,500 | $ 277,673 | |||
Unamortized debt discount/transaction costs | (2,787) | (3,013) | |||
Net carrying value | 254,713 | 274,660 | |||
2023 Notes | |||||
Debt | |||||
Principal amount | 20,173 | $ 345,000 | |||
Unamortized debt discount/transaction costs | (4) | ||||
Net carrying value | 20,169 | ||||
2025 Notes | |||||
Debt | |||||
Principal amount | 132,500 | 132,500 | $ 132,500 | ||
Unamortized debt discount/transaction costs | (872) | (990) | |||
Net carrying value | 131,628 | 131,510 | |||
2027 Notes | |||||
Debt | |||||
Principal amount | 125,000 | 125,000 | $ 125,000 | ||
Unamortized debt discount/transaction costs | (1,915) | (2,019) | |||
Net carrying value | $ 123,085 | $ 122,981 |
Liabilities - Convertible Sen_3
Liabilities - Convertible Senior Notes - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Non-Cash Interest Expense | ||
Amortization of debt discount/transaction costs | $ 226 | $ 238 |
Total Interest Expense | 2,580 | 2,704 |
2023 Notes | ||
Cash Interest Expense | ||
Coupon interest expense | 23 | 136 |
Non-Cash Interest Expense | ||
Amortization of debt discount/transaction costs | 4 | 24 |
2025 Notes | ||
Cash Interest Expense | ||
Coupon interest expense | 1,159 | 1,159 |
Non-Cash Interest Expense | ||
Amortization of debt discount/transaction costs | $ 117 | 113 |
Convertible Debt, Fair Value by Fair Value Hierarchy Level | Level 2 | |
Estimated fair value | $ 143,700 | |
2027 Notes | ||
Cash Interest Expense | ||
Coupon interest expense | 1,172 | 1,172 |
Non-Cash Interest Expense | ||
Amortization of debt discount/transaction costs | $ 105 | $ 100 |
Convertible Debt, Fair Value by Fair Value Hierarchy Level | Level 2 | |
Estimated fair value | $ 210,500 |
Liabilities - Capped Call Trans
Liabilities - Capped Call Transactions (Details) - Capped Call Transactions $ / shares in Units, $ in Millions | May 13, 2020 USD ($) $ / shares |
Debt | |
Aggregate price of capped call transaction | $ | $ 10.3 |
Cap price of the capped call transactions (in dollars per share) | $ / shares | $ 18.46 |
Liabilities - Revolving Credit
Liabilities - Revolving Credit Facility (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Dec. 16, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | |
Credit Facility | |||
Debt | |||
Borrowing capacity | $ 150 | ||
Debt instrument term | 5 years | ||
Additional increase in borrowing subject to certain conditions | $ 75 | ||
Outstanding amount | $ 0 | $ 0 | |
Credit Facility | Minimum | |||
Debt | |||
Unused commitment fee percentage (as a percent) | 0.25% | ||
Interest coverage ratio | 3 | ||
Credit Facility | Maximum | |||
Debt | |||
Unused commitment fee percentage (as a percent) | 0.35% | ||
Total net leverage ratio | 4.50 | ||
Secured net leverage ratio | 2.50 | ||
Credit Facility | Base rate | Minimum | |||
Debt | |||
Basis spread on base rate (as a percent) | 0.50% | ||
Credit Facility | Base rate | Maximum | |||
Debt | |||
Basis spread on base rate (as a percent) | 1.25% | ||
Credit Facility | SOFR | |||
Debt | |||
Floor rate on debt instrument (as a percent) | 0% | ||
Credit Facility | SOFR | Minimum | |||
Debt | |||
Basis spread on base rate (as a percent) | 1.50% | ||
Credit Facility | SOFR | Maximum | |||
Debt | |||
Basis spread on base rate (as a percent) | 2.25% | ||
Credit Facility, Letter of Credit | |||
Debt | |||
Borrowing capacity | $ 15 |
Liabilities - Other Liabilities
Liabilities - Other Liabilities (Details) - Other liabilities - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Other liabilities | ||
Medical and dental benefits | $ 1.9 | $ 2 |
Asset retirement obligations | 0.9 | $ 0.7 |
Contingent consideration | $ 16.5 |
Commitments and Contingencies -
Commitments and Contingencies - Lease terms (Details) | Mar. 31, 2023 |
Leases | |
Lease renewal term | 5 years |
Remaining lease term | 12 years |
Weighted average discount rate (as a percent) | 5.60% |
Commitments and Contingencies_2
Commitments and Contingencies - Minimum lease commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Minimum lease commitments, Payments due by period: | ||
2023 | $ 2,782 | |
2024 | 4,683 | |
2025 | 4,086 | |
2026 | 4,053 | |
2027 | 3,627 | |
Thereafter | 34,246 | |
Total future minimum lease payments | 53,477 | |
Less: Imputed interest | (16,422) | |
Total operating lease liabilities | 37,055 | |
Operating lease liability, current | $ 3,542 | $ 3,333 |
Operating Lease, Liability, Current, Statement of Financial Position | Accrued expenses and other current liabilities | |
Long-term operating lease liabilities | $ 33,513 | $ 33,581 |
Total operating lease liabilities | $ 37,055 | |
Operating Lease, Liability, Statement of Financial Position | Long-term operating lease liabilities, Accrued expenses and other current liabilities |
Commitments and Contingencies_3
Commitments and Contingencies - Lease costs (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Lease cost | ||
Operating lease cost | $ 1.4 | $ 1.9 |
Variable lease cost | 0.3 | 0.5 |
Operating cash flows from operating leases | $ 1.4 | $ 1.9 |
Commitments and Contingencies_4
Commitments and Contingencies - Receivable Purchase Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2020 | |
Commitments and Contingencies | ||
Maximum amount of trade receivables to be sold under agreement | $ 15 | |
Receivables sold | $ 8.3 | |
Receivables sold remaining outstanding | 8.3 | |
Amount of trade receivables available to be sold under agreement | $ 6.7 |
Commitments and Contingencies_5
Commitments and Contingencies - Purchase Commitments and Bank Guarantees (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Purchase commitments | |
Purchase commitments due within one year | $ 255.5 |
Bank guarantees | |
Bank guarantees and letters of credit outstanding | 9.9 |
Unused bank guarantees and letters of credit | $ 12.4 |
Equity - Statement of Stockhold
Equity - Statement of Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ 577,824 | $ 437,628 |
Net income | 8,741 | 13,330 |
Other comprehensive income (loss), net of tax | 476 | (822) |
Share-based compensation expense | 7,027 | 4,481 |
Net issuance under employee stock plans | (8,509) | (6,787) |
Balance at the end of the period | 585,559 | 403,570 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | (44,260) | |
Common Stock | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ 517 | $ 507 |
Balance (in shares) | 51,660 | 50,653 |
Net issuance under employee stock plans | $ 6 | |
Net issuance under employee stock plans (in shares) | 33 | 590 |
Balance at the end of the period | $ 517 | $ 513 |
Balance (in shares) | 51,693 | 51,243 |
Additional Paid-in Capital | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | $ 1,078,180 | $ 1,116,921 |
Share-based compensation expense | 7,027 | 4,481 |
Net issuance under employee stock plans | (8,509) | (6,793) |
Balance at the end of the period | 1,076,698 | 1,057,808 |
Additional Paid-in Capital | Cumulative Effect, Period of Adoption, Adjustment | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | (56,801) | |
Accumulated Deficit | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | (501,801) | (681,283) |
Net income | 8,741 | 13,330 |
Balance at the end of the period | (493,060) | (655,412) |
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | 12,541 | |
Accumulated Other Comprehensive Income | ||
Increase (Decrease) in Stockholders' Equity | ||
Balance at the beginning of the period | 928 | 1,483 |
Other comprehensive income (loss), net of tax | 476 | (822) |
Balance at the end of the period | $ 1,404 | $ 661 |
Stockholders' Equity - AOCI Rol
Stockholders' Equity - AOCI Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes in the balances of each component of AOCI | ||
Balance at the beginning of the period | $ 577,824 | $ 437,628 |
Other comprehensive income (loss) | 476 | (822) |
Balance at the end of the period | 585,559 | 403,570 |
Accumulated Other Comprehensive Income | ||
Changes in the balances of each component of AOCI | ||
Balance at the beginning of the period | 928 | 1,483 |
Other comprehensive income (loss) | 476 | |
Balance at the end of the period | 1,404 | $ 661 |
Foreign Currency Translation | ||
Changes in the balances of each component of AOCI | ||
Balance at the beginning of the period | 1,773 | |
Other comprehensive income (loss) | 6 | |
Balance at the end of the period | 1,779 | |
Unrealized Gains (Losses) on Available for Sale Securities | ||
Changes in the balances of each component of AOCI | ||
Balance at the beginning of the period | (845) | |
Other comprehensive income (loss) | 470 | |
Balance at the end of the period | $ (375) |
Share-based Compensation - Reco
Share-based Compensation - Recognized Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Recognized share-based compensation | ||
Total share-based compensation expense | $ 7,027 | $ 4,481 |
Restricted stock | Minimum | ||
Share-based compensation | ||
Expiration term | 1 year | |
Restricted stock | Maximum | ||
Share-based compensation | ||
Expiration term | 4 years | |
Cost of sales | ||
Recognized share-based compensation | ||
Total share-based compensation expense | $ 1,451 | 938 |
Research and development | ||
Recognized share-based compensation | ||
Total share-based compensation expense | 2,089 | 1,257 |
Selling, general and administrative | ||
Recognized share-based compensation | ||
Total share-based compensation expense | $ 3,487 | $ 2,286 |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Outstanding at the beginning of the period (in shares) | shares | 177 |
Expired (in shares) | shares | (1) |
Outstanding at the end of the period (in shares) | shares | 176 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 30.94 |
Expired (in dollars per share) | $ / shares | 30.47 |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 30.94 |
Share-based Compensation - Rest
Share-based Compensation - Restricted shares and performance shares (Details) - Non-vested restricted shares and performance shares shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Outstanding at the beginning of the period (in shares) | shares | 2,496 |
Granted (in shares) | shares | 1,022 |
Performance award adjustments (in shares) | shares | 183 |
Vested (in shares) | shares | (1,012) |
Forfeited (in shares) | shares | (14) |
Outstanding at the end of the period (in shares) | shares | 2,675 |
Weighted Average Grant Date Fair Value | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 23.83 |
Granted (in dollars per share) | $ / shares | 22.90 |
Performance award adjustments (in dollars per share) | $ / shares | 10.59 |
Vested (in dollars per share) | $ / shares | 16.22 |
Forfeited (in dollars per share) | $ / shares | 22.46 |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 25.46 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Tax reconciliation disclosures | ||
Income before income taxes | $ 9,004 | $ 13,714 |
Income tax expense (benefit) | $ 263 | $ 384 |
Effective tax rate (as a percent) | 2.93% | 2.80% |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment item | Mar. 31, 2022 USD ($) | |
Revenue reporting by end-market and geographic region | ||
Number of operating segments | segment | 1 | |
Number of reportable segments | segment | 1 | |
Number of key markets | item | 4 | |
Sales | $ 153,504 | $ 156,426 |
UNITED STATES | ||
Revenue reporting by end-market and geographic region | ||
Sales | 31,011 | 47,471 |
EMEA | ||
Revenue reporting by end-market and geographic region | ||
Sales | 22,947 | 21,425 |
China | ||
Revenue reporting by end-market and geographic region | ||
Sales | 60,747 | 30,381 |
Rest of APAC | ||
Revenue reporting by end-market and geographic region | ||
Sales | 38,744 | 56,922 |
Rest Of World | ||
Revenue reporting by end-market and geographic region | ||
Sales | 54 | 227 |
Semiconductor | ||
Revenue reporting by end-market and geographic region | ||
Sales | 93,107 | 77,620 |
Compound Semiconductor | ||
Revenue reporting by end-market and geographic region | ||
Sales | 21,159 | 37,109 |
Data Storage | ||
Revenue reporting by end-market and geographic region | ||
Sales | 21,514 | 21,595 |
Scientific & Other | ||
Revenue reporting by end-market and geographic region | ||
Sales | $ 17,724 | $ 20,102 |