Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 13, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Public Float | $ 1,411,275,157 | ||
Entity Common Stock, Shares Outstanding | 56,366,998 | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Santa Clara, California | ||
Entity Central Index Key | 0000103145 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 158,781 | $ 154,925 |
Restricted cash | 339 | 547 |
Short-term investments | 146,664 | 147,488 |
Accounts receivable, net | 103,018 | 124,221 |
Contract assets | 24,370 | 16,507 |
Inventories | 237,635 | 206,908 |
Prepaid expenses and other current assets | 35,471 | 18,305 |
Total current assets | 706,278 | 668,901 |
Property, plant, and equipment, net | 118,459 | 107,281 |
Operating lease right-of-use assets | 24,377 | 26,467 |
Intangible assets, net | 43,945 | 23,887 |
Goodwill | 214,964 | 181,943 |
Deferred income taxes | 117,901 | 116,349 |
Other assets | 3,117 | 3,355 |
Total assets | 1,229,041 | 1,128,183 |
Current liabilities: | ||
Accounts payable | 42,383 | 52,049 |
Accrued expenses and other current liabilities | 57,624 | 56,031 |
Contract liabilities | 118,026 | 127,223 |
Income taxes payable | 2,432 | |
Current portion of long-term debt | 20,169 | |
Total current liabilities | 218,033 | 257,904 |
Deferred income taxes | 6,552 | 1,285 |
Long-term debt | 274,941 | 254,491 |
Long-term operating lease liabilities | 31,529 | 33,581 |
Other liabilities | 25,544 | 3,098 |
Total liabilities | 556,599 | 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; 56,364,131 shares issued and outstanding at December 31, 2023 and 51,660,409 shares issued and outstanding at December 31, 2022 | 564 | 517 |
Additional paid-in capital | 1,202,440 | 1,078,180 |
Accumulated deficit | (532,169) | (501,801) |
Accumulated other comprehensive income | 1,607 | 928 |
Total stockholders' equity | 672,442 | 577,824 |
Total liabilities and stockholders' equity | $ 1,229,041 | $ 1,128,183 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 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 |
Preferred stock, shares outstanding | 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 | 56,364,131 | 51,660,409 |
Common stock, shares outstanding | 56,364,131 | 51,660,409 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations | |||
Net sales | $ 666,435 | $ 646,137 | $ 583,277 |
Cost of sales | 381,376 | 382,989 | 341,003 |
Gross profit | 285,059 | 263,148 | 242,274 |
Operating expenses, net: | |||
Research and development | 112,853 | 103,565 | 88,680 |
Selling, general, and administrative | 92,756 | 88,952 | 84,536 |
Amortization of intangible assets | 8,481 | 10,018 | 12,280 |
Other operating expense (income), net | 1,029 | 317 | 68 |
Total operating expenses, net | 215,119 | 202,852 | 185,564 |
Operating income | 69,940 | 60,296 | 56,710 |
Interest income | 10,583 | 2,199 | 2,340 |
Interest expense | (11,770) | (11,510) | (28,360) |
Other income (expense), net | (97,091) | (5,010) | |
Income (loss) before income taxes | (28,338) | 50,985 | 25,680 |
Income tax expense (benefit) | 2,030 | (115,957) | (358) |
Net income (loss) | $ (30,368) | $ 166,942 | $ 26,038 |
Income (loss) per common share: | |||
Basic (in dollars per share) | $ (0.56) | $ 3.35 | $ 0.53 |
Diluted (in dollars per share) | $ (0.56) | $ 2.71 | $ 0.49 |
Weighted average number of shares: | |||
Basic (in shares) | 53,769 | 49,906 | 49,073 |
Diluted (in shares) | 53,769 | 65,607 | 53,643 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net Income (Loss) | $ (30,368) | $ 166,942 | $ 26,038 |
Available-for-sale securities: | |||
Change in net unrealized gains or losses | 691 | (514) | (311) |
Unrealized gain (loss) on available-for-sale securities | 691 | (514) | (311) |
Currency translation adjustments: | |||
Change in currency translation adjustments | (12) | (41) | (52) |
Net changes related to currency translation adjustments | (12) | (41) | (52) |
Total other comprehensive income (loss), net of tax | 679 | (555) | (363) |
Total comprehensive income (loss) | $ (29,689) | $ 166,387 | $ 25,675 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated Other Comprehensive Income | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at the beginning of the period at Dec. 31, 2020 | $ 497 | $ 1,113,352 | $ (707,321) | $ 1,846 | $ 408,374 | |||
Balance (in shares) at Dec. 31, 2020 | 49,724 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 26,038 | 26,038 | ||||||
Other comprehensive income (loss), net of tax | (363) | (363) | ||||||
Share-based compensation expense | 15,249 | 15,249 | ||||||
Net issuance under employee stock plans | $ 10 | (5,600) | (5,590) | |||||
Net issuance under employee stock plans (in shares) | 929 | |||||||
Extinguishment of equity component of repurchased/exchanged 2023 Notes | (6,080) | (6,080) | ||||||
Balance at the end of the period at Dec. 31, 2021 | $ 507 | $ (56,800) | 1,116,921 | $ 12,540 | (681,283) | 1,483 | $ (44,260) | 437,628 |
Balance (in shares) at Dec. 31, 2021 | 50,653 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | 166,942 | 166,942 | ||||||
Other comprehensive income (loss), net of tax | (555) | (555) | ||||||
Share-based compensation expense | 22,994 | 22,994 | ||||||
Net issuance under employee stock plans | $ 10 | (4,935) | (4,925) | |||||
Net issuance under employee stock plans (in shares) | 1,007 | |||||||
Balance at the end of the period at Dec. 31, 2022 | $ 517 | 1,078,180 | (501,801) | 928 | 577,824 | |||
Balance (in shares) at Dec. 31, 2022 | 51,660 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income (loss) | (30,368) | (30,368) | ||||||
Other comprehensive income (loss), net of tax | 679 | 679 | ||||||
Share-based compensation expense | 28,558 | 28,558 | ||||||
Net issuance under employee stock plans | $ 2 | (6,393) | (6,391) | |||||
Net issuance under employee stock plans (in shares) | 244 | |||||||
Partial extinguishment of 2025 and 2027 Notes | $ 45 | 102,095 | 102,140 | |||||
Partial extinguishment of 2025 and 2027 Notes (in shares) | 4,460 | |||||||
Balance at the end of the period at Dec. 31, 2023 | $ 564 | $ 1,202,440 | $ (532,169) | $ 1,607 | $ 672,442 | |||
Balance (in shares) at Dec. 31, 2023 | 56,364 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities | |||
Net income (loss) | $ (30,368) | $ 166,942 | $ 26,038 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 24,966 | 25,645 | 26,058 |
Non-cash interest expense | 1,118 | 962 | 13,819 |
Deferred income taxes | (2,211) | (118,040) | (651) |
Share-based compensation expense | 28,558 | 22,994 | 15,249 |
Loss on extinguishment of debt | 97,091 | 4,029 | |
Impairment of equity investments | 980 | ||
Provision for bad debts | 316 | ||
Change in contingent consideration | 701 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable and contract assets | 13,271 | (12,826) | (26,664) |
Inventories | (35,158) | (37,288) | (24,803) |
Prepaid expenses and other current assets | (16,063) | 7,668 | 7,621 |
Accounts payable and accrued expenses | (8,810) | (13,115) | 20,225 |
Contract liabilities | (9,626) | 64,087 | (4,099) |
Income taxes receivable and payable, net | (525) | 557 | 947 |
Other, net | (1,586) | 897 | 8,993 |
Net cash provided by (used in) operating activities | 61,674 | 108,483 | 67,742 |
Cash Flows from Investing Activities | |||
Capital expenditures | (27,930) | (24,604) | (40,643) |
Acquisition of businesses, net of cash acquired | (30,373) | ||
Proceeds from the sale of investments | 182,853 | 59,738 | 330,702 |
Payments for purchases of investments | (177,880) | (104,014) | (247,256) |
Proceeds from held for sale assets, net of costs to sell | 1,725 | ||
Net cash provided by (used in) investing activities | (53,330) | (68,880) | 44,528 |
Cash Flows from Financing Activities | |||
Proceeds from issuance of 2029 Notes, net of issuance costs | 223,202 | ||
Extinguishment of Convertible Notes | (218,991) | (115,604) | |
Debt issuance costs | (835) | ||
Contingent consideration payment | (2,500) | ||
Proceeds (net of tax withholdings) from option exercises and employee stock purchase plan | 4,618 | 3,698 | 3,402 |
Restricted stock tax withholdings | (11,009) | (8,248) | (8,992) |
Net cash provided by (used in) financing activities | (4,680) | (4,550) | (122,029) |
Effect of exchange rate changes on cash and cash equivalents | (16) | (53) | (52) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 3,648 | 35,000 | (9,811) |
Cash, cash equivalents, and restricted cash - beginning of period | 155,472 | 120,472 | 130,283 |
Cash, cash equivalents, and restricted cash - end of period | 159,120 | 155,472 | 120,472 |
Supplemental Disclosure of Cash Flow Information | |||
Interest paid | 11,781 | 10,139 | 12,551 |
Income taxes paid (refunds received) | 5,095 | 1,434 | (139) |
Non-cash activities | |||
Capital expenditures included in accounts payable and accrued expenses | 4,388 | 2,285 | 9,096 |
Net transfer of inventory to property, plant and equipment | 4,296 | 1,235 | (63) |
Right-of-use assets obtained in exchange for lease obligations | $ 630 | $ 2,938 | $ 23,777 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 1 — Significant Accounting Policies (a) Description of Business Veeco Instruments Inc. (together with its consolidated subsidiaries, “Veeco,” or the “Company”) operates in a single segment: the development, manufacture, sales, and support of semiconductor and thin film process equipment primarily sold to make electronic devices. (b) Basis of Presentation The accompanying audited Consolidated Financial Statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The Company reports interim quarters on a 13 -week basis ending on the last Sunday of each period, which is determined at the start of each year. The Company’s fourth quarter always ends on the last day of the calendar year, December 31. During 2023 the interim quarters ended on April 2, July 2, and October 1, and during 2022 the interim quarters ended on April 3, July 3, and October 2. The Company reports these interim quarters as March 31, June 30, and September 30 in its interim consolidated financial statements. (c) Use of Estimates The preparation of financial statements in conformity with GAAP requires 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, these estimates may ultimately differ from actual results. Significant items subject to such estimates and assumptions include: (i) stand-alone selling prices for the Company’s products and services; (ii) allowances for doubtful accounts; (iii) inventory obsolescence; (iv) the useful lives and expected future cash flows of property, plant, and equipment and identifiable intangible assets; (v) the fair value of the Company’s reporting unit and related goodwill; (vi) investment valuations and the valuation of derivatives, deferred tax assets, and assets acquired in business combinations; (vii) the recoverability of long-lived assets; (viii) liabilities for product warranty and legal contingencies; (ix) share-based compensation; (x) lease term and incremental borrowing rates used in determining operating lease assets and liabilities; (xi) income tax uncertainties; (xii) purchase accounting estimates; and (xiii) contingent consideration estimates. (d) Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Companies acquired during each reporting period are reflected in the results of the Company effective from their respective dates of acquisition through the end of the reporting period. (e) Foreign Currencies Assets and liabilities of the Company’s foreign subsidiaries that operate using functional currencies other than the U.S. dollar are translated using the exchange rates in effect at the balance sheet date. Results of operations are translated using monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company’s subsidiaries into U.S. dollars, including intercompany transactions of a long-term nature, are reported as currency translation adjustments in “Accumulated other comprehensive income” in the Consolidated Balance Sheets. Foreign currency transaction gains or losses are included in “Other operating expense (income), net” in the Consolidated Statements of Operations. (f) 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 advanced payments on system transactions. The timing of the transfer of goods or services related to the advanced payments is either at the discretion of the customer or expected to be within one year from the advanced 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 performance period is one year or less. The Company has elected to treat shipping and handling costs, including those costs incurred to move, package, and prepare the Company’s products for shipment and to move the products to a customer’s designated location, as a fulfillment activity, and the Company includes such costs in “Cost of sales” in the Consolidated Statements of Operations as incurred. These costs are generally comprised of payments to third-party shippers. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue. (g) Warranty Costs The Company typically provides standard warranty coverage on its systems for one year from the date of final acceptance by providing labor and parts necessary to repair the systems during the warranty period. The Company records the estimated warranty cost when revenue is recognized on the related system. Warranty cost is included in “Cost of sales” in the Consolidated Statements of Operations. The estimated warranty cost is based on the Company’s historical experience with its systems and regional labor costs. The Company calculates the average service hours by region and parts expense per system utilizing actual service records to determine the estimated warranty charge. The Company updates its warranty estimates on a quarterly basis when the actual product performance or field expense differs from original estimates. (h) Research and Development Costs Research and development costs are expensed as incurred and include charges for the development of new technology and the transition of existing technology into new products or services. (i) Advertising Expense The cost of advertising is expensed as incurred and totaled $0.4 million, $0.3 million, and $0.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. (j) Accounting for Share-based Compensation Share-based awards exchanged for employee services are accounted for under the fair value method. Accordingly, share-based compensation cost is measured at the grant date based on the estimated fair value of the award. The expense for awards is recognized over the employee’s requisite service period (generally the vesting period of the award). The Company has elected to treat awards with only service conditions and with graded vesting as one award. Consequently, the total compensation expense is recognized straight-line over the entire vesting period, so long as the compensation cost recognized at any date at least equals the portion of the grant date fair value of the award that is vested at that date. In addition to stock options, restricted share awards (“RSAs”) and restricted stock units (“RSUs”) with time-based vesting, the Company grants performance share units and awards (“PSUs” and “PSAs”) that have either performance or market conditions. Compensation cost for PSUs and PSAs with performance conditions is recognized over the requisite service period based on the timing and expected level of achievement of the performance targets. A change in the assessment of performance attainment prior to the conclusion of the performance period is recognized in the period of the change in estimate. Compensation cost for PSUs and PSAs with market conditions is recognized over the requisite service period regardless of the expected level of achievement. For all PSUs and PSAs, the number of shares issued to the employee at the conclusion of the service period may vary from the original target based upon the level of attainment of the performance or market conditions. The Company uses the Black-Scholes option-pricing model to compute the estimated fair value of option awards and purchase rights under the Employee Stock Purchase Plan. The Company uses a Monte Carlo simulation to compute the estimated fair value of awards with market conditions. The Black-Scholes model and Monte Carlo simulation include assumptions regarding dividend yields, expected volatility, expected option term, and risk-free interest rates. See Note 13, “Stock Plans,” for additional information. (k) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized, which is dependent upon the generation of future taxable income. (l) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, derivative financial instruments used in hedging activities, and accounts receivable. The Company invests in a variety of financial instruments and, by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. Historically, the Company has not experienced any material credit losses on its investments. The Company maintains an allowance reserve for potentially uncollectible accounts for estimated losses resulting from the inability of its customers to make required payments. The Company evaluates its allowance for doubtful accounts based on a combination of factors. In circumstances where specific invoices are deemed to be uncollectible, the Company provides a specific allowance for bad debt against the amount due to reduce the net recognized receivable to the amount reasonably expected to be collected. The Company also provides allowances based on its write-off history. Finally, the Company also considers its current expectations of future economic conditions, when estimating its allowance for doubtful accounts. The allowance for doubtful accounts totaled $1.0 million and $0.7 million at December 31, 2023 and 2022 respectively. To further mitigate the Company’s exposure to uncollectable accounts, the Company may request certain customers provide a negotiable irrevocable letter of credit drawn on a reputable financial institution. These irrevocable letters of credit are typically issued to mature between zero and 90 days from the date the documentation requirements are met, typically when a system ships or upon receipt of final acceptance from the customer. The Company, at its discretion, may monetize these letters of credit on a non-recourse basis after they become negotiable but before maturity. The fees associated with the monetization are included in “Selling, general, and administrative” in the Consolidated Statements of Operations and were immaterial for the years ended December 31, 2023, 2022, and 2021. (m) Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued expenses reflected in the consolidated financial statements approximate fair value due to their short-term maturities. The fair value of debt for footnote disclosure purposes, including current maturities, if any, is estimated using recently quoted market prices of the instrument, or if not available, a discounted cash flow analysis based on the estimated current incremental borrowing rates for similar types of instruments. (n) Cash, Cash Equivalents, and Short-term Investments All financial instruments purchased with an original maturity of three months or less at the time of purchase are considered cash equivalents. Such items may include liquid money market funds, certificate of deposit and time deposit accounts, U.S. treasuries, government agency securities, and corporate debt. Investments that are classified as cash equivalents are carried at cost, which approximates fair value. The Company’s cash and cash equivalents includes $97.8 million and $61.5 million of cash equivalents at December 31, 2023 and 2022, respectively. A portion of the Company’s cash and cash equivalents is held by its subsidiaries throughout the world, frequently in each subsidiary’s respective functional currency, which is typically the U.S. dollar. Approximately 29% and 18% of cash and cash equivalents were maintained outside the United States at December 31, 2023 and 2022, respectively. Short-term investments consist of marketable debt securities, and are generally classified as available-for-sale for use in current operations, if required, and are 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” on the Consolidated Balance Sheets. These securities can 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. The specific identification method is used to determine the realized gains and losses on investments. Non-marketable equity securities are equity securities without readily observable market prices and are included in “Other assets” in the Consolidated Balance Sheets. Non-marketable securities are measured at cost, adjusted for changes in observable prices minus impairment. Changes in fair value and impairment charges are included in “Other income (expense), net” in the Consolidated Statements of Operations. (o) 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; finished goods; and evaluation inventory at customer facilities. 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. (p) Business Combinations The Company allocates the fair value of the purchase consideration of the Company’s acquisitions to the tangible assets, intangible assets, including in-process research and development (“IPR&D”), if any, and liabilities assumed, based on estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Additionally, the Company estimates the fair value of contingent consideration included as part of the purchase price 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. (q) Goodwill and Indefinite-Lived Intangible Assets Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is measured as the excess of the consideration transferred over the net fair value of identifiable assets acquired and liabilities assumed. Intangible assets with indefinite useful lives are measured at their respective fair values on the acquisition date. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development (“R&D”) efforts. If and when development is complete, the associated assets would be deemed long-lived and would then be amortized based on their respective estimated useful lives at that point in time. Goodwill and indefinite-lived intangibles are not amortized into results of operations but instead are evaluated for impairment. The Company performs the evaluation in the beginning of the fourth quarter of each year or more frequently if impairment indicators arise. In testing goodwill for impairment, the Company may first perform a qualitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying amount, and, if so, the Company then quantitatively compares the fair value of the reporting unit to its carrying amount. If the fair value exceeds the carrying amount, goodwill is not impaired. If the carrying amount exceeds fair value, the Company then records an impairment loss equal to the difference, up to the carrying value of goodwill. The Company determines the fair value of its reporting unit based on a reconciliation of the fair value of the reporting unit to the Company’s adjusted market capitalization. The adjusted market capitalization is calculated by multiplying the average share price of the Company’s common stock for the last ten trading days prior to the measurement date by the number of outstanding common shares and adding a control premium. The control premium is estimated using historical transactions in similar industries. In testing indefinite-lived intangible assets for impairment, the Company may first perform a qualitative assessment of whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, and, if so, the Company then quantitatively compares the fair value of the indefinite-lived intangible asset to its carrying amount. The Company determines the fair value of its indefinite-lived intangible assets using a discounted cash flow method. (r) Long-lived Assets Long-lived intangible assets consist of purchased technology, customer relationships, patents, trademarks and tradenames, 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 straight-lined if such pattern cannot be reliably determined. Property, plant, and equipment are recorded at cost. Depreciation expense is calculated based on the estimated useful lives of the assets by using the straight-line method. Amortization of leasehold improvements is recognized using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, a recoverability test is performed utilizing undiscounted cash flows expected to be generated by that asset or asset group compared to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models or, when available, quoted market values and third-party appraisals. (s) Leases The Company determines at contract inception if an arrangement is a lease, or contains a lease, of an identified asset for which the Company has the right to obtain substantially all of the economic benefits from its use and the right to direct its use. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. The implicit discount rate in the Company’s leases generally cannot readily be determined, and therefore the Company uses its incremental borrowing rate based on information available at lease commencement date in determining the present value of future payments. The Company has options to renew or terminate certain leases. These options are included in the determination of lease term when it is reasonably certain that the Company will exercise such options. The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities for real estate leases. Additionally, the Company does not recognize ROU assets or lease liabilities for leases with original terms or renewals of one year or less. (t) Recently Adopted Accounting Standards The Company adopted ASU 2020-06: Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2022, using the modified retrospective method for all financial instruments that were outstanding as of the adoption date. This standard simplifies the accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature, as well as convertible instruments with a beneficial conversion feature. As a result, entities will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models reduces non-cash interest expense for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06, such as the Company’s 2023 Notes, 2025 Notes, and 2027 Notes. Additionally, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, and precludes the use of the treasury stock method for certain debt instruments, such as the Company’s 2023 Notes, 2025 Notes, and 2027 Notes. The adoption of ASU 2020-06 resulted in the following adjustments to the Consolidated Balance Sheets: December 31, 2021 Adoption of ASU 2020-06 January 1, 2022 (in thousands) Balance Sheet line item: Long-term debt $ 229,438 $ 44,260 $ 273,698 Additional paid-in capital 1,116,921 (56,800) 1,060,121 Accumulated deficit (681,283) 12,540 (668,743) (u) Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements . The Company is evaluating other pronouncements recently issued but not yet adopted. The adoption of these pronouncements is not expected to have a material impact on our consolidated financial statements. |
Income Per Common Share
Income Per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
Income Per Common Share | |
Income Per Common Share | Note 2 — Income (Loss) Per Share Basic income (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period. Diluted income per share is calculated by dividing net income 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 non-participating 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 in the periods the performance targets have been achieved, or would have been achieved if the reporting date was the end of the contingency period. Upon the adoption of ASU 2020-06 on January 1, 2022, 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 Company has the option for the 2025 and 2027 Notes to settle the conversion value in any combination of cash or shares, and as such, the maximum number of shares issuable are included in the dilutive share count if the effect would be dilutive. The Company must settle the principal amount of the 2029 Notes in cash, and has the option to settle any excess of the conversion value over the principal amount in any combination of cash or shares. As such, the Company only includes the excess shares that may be issuable above the principal amount of the 2029 Notes in the dilutive share count, if the effect would be dilutive. Prior to the adoption of ASU 2020-06, based on the Company’s ability and intent to settle the principal amount of its convertible senior notes in cash, and the excess of the principal portion in shares of its common stock, the Company accounted for the conversion spread using the treasury stock method, and the shares issuable upon conversion of the Notes were not included in the calculation of diluted earnings per share except to the extent that the conversion value of the Notes exceeds their principal amount and if the effect would be dilutive. The computations of basic and diluted income (loss) per share for the years ended December 31, 2023, 2022, and 2021 are as follows: For the year ended December 31, 2023 2022 2021 (in thousands, except per share amounts) Numerator: Net income (loss) $ (30,368) $ 166,942 $ 26,038 Interest expense associated with convertible notes — 10,832 — Net income (loss) available to common shareholders $ (30,368) $ 177,774 $ 26,038 Denominator: Basic weighted average shares outstanding 53,769 49,906 49,073 Effect of potentially dilutive share-based awards — 734 1,090 Dilutive effect of convertible notes — 14,967 3,480 Diluted weighted average shares outstanding 53,769 65,607 53,643 Net income per common share: Basic $ (0.56) $ 3.35 $ 0.53 Diluted $ (0.56) $ 2.71 $ 0.49 Unvested participating shares excluded from basic weighted average shares outstanding since the securityholders are not obligated to fund losses — — 6 Common share equivalents excluded from the diluted weighted average shares outstanding since the Company incurred a net loss and their effect would be antidilutive 850 — — Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive 212 815 456 Potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive 7,319 — 8,421 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Fair Value Measurements | Note 3 — Fair Value Measurements 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. The Company is required to classify certain assets and liabilities 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. The Company 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 Company’s assets that were measured at fair value on a recurring basis at December 31, 2023 and 2022: Level 1 Level 2 Level 3 Total (in thousands) December 31, 2023 Cash equivalents Certificate of deposits and time deposits $ 74,262 $ — $ — $ 74,262 Corporate debt — 1,988 — 1,988 Money market cash 21,587 — — 21,587 Total $ 95,849 $ 1,988 $ — $ 97,837 Short-term investments U.S. treasuries $ 59,493 $ — $ — $ 59,493 Government agency securities — 41,818 — 41,818 Corporate debt — 35,409 — 35,409 Commercial paper — 9,944 — 9,944 Total $ 59,493 $ 87,171 $ — $ 146,664 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 The Company’s investments classified as Level 1 are based on quoted prices that are available in active markets, as well as certificates of deposits and time deposits that are classified as Level 1 due to their short-term nature. The Company’s investments classified as Level 2 are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes, or alternative pricing sources with reasonable levels of price transparency. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
Investments | Note 4 — Investments At December 31, 2023 and 2022 the amortized cost and fair value of marketable securities, which are included in “Short-term investments” on the Consolidated Balance Sheets, were as follows: Gross Gross Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (in thousands) December 31, 2023 U.S. treasuries $ 59,541 $ 3 $ (51) $ 59,493 Government agency securities 41,843 6 (31) 41,818 Corporate debt 35,447 9 (47) 35,409 Commercial paper 9,944 — — 9,944 Total $ 146,775 $ 18 $ (129) $ 146,664 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 December 31, 2023 and 2022 were as follows: 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) December 31, 2023 U.S. treasuries $ 43,118 $ (50) $ — $ — Government agency securities 34,885 (31) — — Corporate debt 23,262 (33) 2,618 (15) Total $ 101,265 $ (114) $ 2,618 $ (15) 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 December 31, 2023 were as follows: December 31, 2023 Amortized Estimated Cost Fair Value (in thousands) Due in one year or less $ 132,419 $ 132,330 Due after one year through two years 14,356 14,334 Total $ 146,775 $ 146,664 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. The realized gains or losses for the years ended December 31, 2023, 2022, and 2021 were immaterial. Other Investments Veeco has an ownership interest of less than 20% in a non-marketable investment in a separate entity, with a carrying value of $2.0 million at December 31, 2023 and 2022. The Company does not exert significant influence over this entity. This equity investment does not have a readily observable market price, and therefore the Company has elected to measure this investment at cost, adjusted for changes in observable market prices minus impairment. The investment is included in “Other assets” on the Consolidated Balance Sheets. The investment is subject to periodic impairment reviews which require judgment. The analyses include assessments of the companies’ financial condition, the business outlooks for their products and technologies, their projected results and cash flows, business valuation indications from recent rounds of financing, the likelihood of obtaining subsequent rounds of financing, and the impact of equity preferences held by Veeco relative to other investors. During the year ended December 31, 2021, the Company identified impairment indicators on the Company’s investment, and recorded a non-cash impairment charge of $1.0 million. This impairment charge was included in “Other income (expense), net” in the Consolidated Statement of Operations. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination | |
Business Combination | Note 5 — 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 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 used was 5.54% for the strategic target and order value related contingent payments. The rate was determined based on the nature of the milestone, the risks and uncertainties involved and the time period until the milestone was measured. The determination of the various probabilities and discount factors is highly subjective, requires significant judgment and is influenced by a number of factors, including the adoption of SiC technology. The aggregate fair value of the contingent consideration arrangement at the acquisition date was $26.1 million. While the use of SiC is expected to grow in the near future, it is difficult to predict the rate at which SiC will be adopted by the market and thus would impact the sales of our equipment. The Company updates its estimate of fair value of the contingent consideration each reporting period, utilizing the same methodologies described above. During the year ended December 31, 2023, the Company recognized approximately $0.7 million of additional contingent consideration, included within “Other operating expense (income) net” in the Consolidated Statement of Operations. Additionally, during the year ended December 31, 2023, the Company paid $2.5 million to the selling shareholders in recognition of a performance milestone having been successfully completed. Total contingent consideration liability as of December 31, 2023 was $24.2 million, of which $1.8 million was included in “Accrued expenses and other current liabilities” and $22.4 million was included within “Other liabilities” on the Consolidated Balance Sheet. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at 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 Contract liabilities 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. For the year ended December 31, 2023, the Company incurred approximately $1.1 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 year ended December 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 year ended December 31, 2023 or 2022. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Inventories | Note 6 — Inventories Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Inventories consist of the following: December 31, December 31, 2023 2022 (in thousands) Materials $ 139,884 $ 134,940 Work-in-process 71,278 68,765 Finished goods 6,183 1,513 Evaluation inventory 20,290 1,690 Total $ 237,635 $ 206,908 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant, and Equipment | |
Property, Plant, and Equipment | Note 7 — Property, Plant, and Equipment Property, plant, and equipment, net, consist of the following: December 31, December 31, 2023 2022 Average Useful Life (in thousands) Land $ 5,061 $ 5,061 N/A Building and improvements 61,679 64,198 10 – 40 years Machinery and equipment (1) 181,180 155,533 3 – 10 years Leasehold improvements 52,913 54,764 3 – 17 years Gross property, plant, and equipment 300,833 279,556 Less: accumulated depreciation and amortization 182,374 172,275 Net property, plant, and equipment $ 118,459 $ 107,281 (1) Machinery and equipment also includes software, furniture, and fixtures Depreciation expense was $16.5 million, $15.6 million, and $13.8 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 8 — Goodwill and Intangible Assets Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The following table presents the changes in goodwill balances for the year ending December 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 December 31, 2023 $ 463,352 $ 248,388 $ 214,964 The Company performs its annual goodwill impairment test at the beginning of the fourth quarter each year. As the Company maintains a single goodwill reporting unit, it determines the fair value of its reporting unit based upon the Company’s adjusted market capitalization. The annual test performed at the beginning of the fourth quarter of fiscal 2023, 2022, and 2021 did not result in any potential impairment as the fair value of the reporting unit was determined to exceed the carrying amount of the reporting unit. The valuation of goodwill will continue to be subject to changes in the Company’s market capitalization and observable market control premiums. This analysis is sensitive to changes in the Company’s stock price and absent other qualitative factors, the Company may be required to record goodwill impairment charges in future periods if the stock price declines and remains depressed for an extended period of time. The components of purchased intangible assets were as follows: December 31, 2023 December 31, 2022 Average Accumulated Accumulated Remaining Gross Amortization Gross Amortization Amortization Carrying and Net Carrying and Net Period Amount Impairment Amount Amount Impairment Amount (in years) (in thousands) Technology 11.9 $ 355,928 $ 321,923 $ 34,005 $ 327,908 $ 316,918 $ 10,990 Customer relationships 5.3 146,925 137,649 9,276 146,465 135,415 11,050 Trademarks and tradenames 0.6 30,910 30,269 641 30,910 29,063 1,847 Other 0.6 3,746 3,723 23 3,686 3,686 — Total 10.3 $ 537,509 $ 493,564 $ 43,945 $ 508,969 $ 485,082 $ 23,887 Other intangible assets primarily consist of patents, licenses, and backlog. Based on the intangible assets recorded at December 31, 2023, and assuming no subsequent additions to or impairment of the underlying assets, the remaining estimated annual amortization expense, is expected to be as follows: Amortization (in thousands) 2024 $ 6,983 2025 5,394 2026 4,517 2027 4,010 2028 4,050 Thereafter 18,991 Total $ 43,945 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Liabilities | |
Accrued Expenses and Other Liabilities | Note 9 — Accrued Expenses and Other Liabilities The components of accrued expenses and other current liabilities were as follows: December 31, December 31, 2023 2022 (in thousands) Payroll and related benefits $ 28,321 $ 30,044 Warranty 8,864 8,601 Operating lease liabilities 4,025 3,333 Interest 1,149 2,853 Professional fees 1,834 2,102 Sales, use, and other taxes 1,825 2,027 Contingent consideration 1,814 — Other 9,792 7,071 Total $ 57,624 $ 56,031 Contract Liabilities and Performance Obligations Contract liabilities consist of unsatisfied performance obligations related to advanced payments received and billing in excess of revenue recognized. The contract liability balance as of December 31, 2022 was approximately $127.2 million, of which the Company recognized approximately $78.4 million into revenue during the year ended December 31, 2023. This reduction in contract liabilities was offset by new billings for products and services which were unsatisfied performance obligations to customers and revenue had not yet been recognized as of December 31, 2023. As of December 31, 2023, the Company has approximately $195.1 million of remaining performance obligations on contracts with an original estimated duration of one year or more, of which approximately 92% is expected to be recognized within one year , with the remaining amounts expected to be recognized between one to three years . The Company has elected to exclude disclosures regarding remaining performance obligations that have an original expected duration of one year or less. Other liabilities Other Liabilities at December 31, 2023 was approximately $25.5 million, which included contingent consideration of $22.4 million. Additionally, at December 31, 2023 and 2022, other liabilities included medical and dental benefits for former executives of $1.9 million and $2.0 million, respectively; and asset retirement obligations of $0.9 million and $0.7 million, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 10 — Commitments and Contingencies Warranty Changes in the Company’s product warranty reserves were as follows: December 31, 2023 2022 2021 (in thousands) Balance - beginning of the year $ 8,601 $ 7,878 $ 5,058 Warranties issued 6,479 8,304 7,102 Addition from Epiluvac acquisition 49 — — Consumption of reserves (7,029) (7,527) (5,784) Changes in estimate 764 (54) 1,502 Balance - end of the year $ 8,864 $ 8,601 $ 7,878 Minimum Lease Commitments 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 December 31, 2023 was 11 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 December 31, 2023: Operating Leases (in thousands) Payments due by period: 2024 $ 3,692 2025 4,130 2026 4,087 2027 3,639 2028 3,422 Thereafter 30,824 Total future minimum lease payments 49,794 Less: Imputed interest (14,240) Total $ 35,554 Reported as of December 31, 2023 Accrued expenses and other current liabilities $ 4,025 Long-term operating lease liabilities 31,529 Total $ 35,554 Operating lease cost for the years ended December 31, 2023, 2022, and 2021 was $5.0 million, $7.4 million, and $6.6 million, respectively. Variable lease expense, which includes costs not included in the operating lease costs, for the years ended December 31, 2023, 2022, and 2021 was $1.1 million, $2.0 million, and $1.7 million, respectively. Additionally, the Company has an immaterial amount of short-term leases. Lease expense, which includes operating lease costs and variable lease costs, was $6.1 million, $9.4 million, and $8.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. In addition, the Company is obligated under such leases for certain other expenses, including real estate taxes and insurance. Operating cash outflows from operating leases for the year ended December 31, 2023, 2022, and 2021 were $5.8 million, $7.5 million, and $6.6 million (excluding landlord reimbursements for leasehold improvements of $6.1 million in 2021 included within “Other, net” in the Consolidated Statements of Cash Flows), respectively. 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. Concentrations of Credit Risk The Company depends on purchases from its ten largest customers, which accounted for 65% and 63% of net accounts receivable at December 31, 2023 and 2022, respectively. Customers who accounted for more than 10% of net accounts receivable or net sales are as follows: Accounts Receivable Net Sales December 31, For the Year Ended December 31, Customer 2023 2022 2023 2022 2021 Customer A * * 10 % * * Customer B 10 % * * * 10 % Customer C 11 % * * * * Customer D * 10 % * * * Customer E * * * * 15 % * Less than 10% of aggregate accounts receivable or net sales The Company manufactures and sells its products to companies in different geographic locations. Refer to Note 16, “Segment Reporting and Geographic Information,” for additional information. In certain instances, the Company requires deposits from its customers for a portion of the sales price in advance of shipment and performs periodic credit evaluations on its customers. Where appropriate, the Company requires letters of credit on certain non-U.S. sales arrangements. Receivables generally are due within 30 to 90 days from the date of invoice. In some geographies, receivables may be payable up to 150 days from the date of the invoice. Receivable Purchase Agreement 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 $30.0 million at any point in time. Pursuant to this agreement, the Company sold $32.7 million of receivables during the year ended December 31, 2023, of which $19.9 million remained outstanding as of December 31, 2023 as defined in the receivable purchase agreement, and $10.1 million was available under the agreement for additional sales of receivables. The Company sold $13.2 million of receivables during the year ended December 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. Suppliers The Company outsources certain functions to third parties, including the manufacture of several of its systems. While the Company relies on its outsourcing partners to perform their contracted functions, the Company maintains some level of internal manufacturing capability for these systems. In addition, certain of the components and sub-assemblies included in the Company’s products are obtained from a single source or a limited group of suppliers. The failure of the Company’s present outsourcing partners and suppliers to meet their contractual obligations and the Company’s inability to make alternative arrangements or resume the manufacture of these systems could have a material adverse effect on the Company’s revenues, profitability, cash flows, and relationships with its customers. The Company had deposits with its suppliers of $19.4 million and $9.4 million at December 31, 2023 and 2022, respectively, that were included in “Prepaid expenses and other current assets” on the Consolidated Balance Sheets. Purchase Commitments The Company had purchase commitments of $200.4 million at December 31, 2023, the majority of which will come due within one year. Purchase commitments are primarily for inventory used in manufacturing products, as well as equipment and project materials used to support research and development activities, and are partially offset by existing deposits with suppliers. Bank Guarantees The Company has bank guarantees and letters of credit issued by a financial institution on its behalf as needed. At December 31, 2023, outstanding bank guarantees and letters of credit totaled $19.6 million and unused bank guarantees and letters of credit of $13.0 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Debt | Note 11 — Debt 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 had a maturity date of 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 Company accounted for the partial settlement of the 2023 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $4.0 million for the year ended December 31, 2021, which is included in “Other income (expense), net” in the Consolidated Statements of Operations, as well as a reduction of additional paid-in capital of $6.1 million for the repurchase of the conversion feature. The 2023 notes that remained outstanding 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. On May 19, 2023, in connection with the completion of a private offering of $230.0 million aggregate principal amount of 2.875% convertible senior notes due 2029 described below, the Company repurchased and retired approximately $106.0 million in aggregate principal amount of its outstanding 2025 Notes, with a carrying amount of $105.4 million, for approximately $106.0 million of cash and 0.7 million shares of the Company’s common stock. The Company accounted for the partial settlement of the 2025 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $16.5 million for the year ended December 31, 2023, which is included in “Other income (expense), net” in the Consolidated Statements of Operations. 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. On May 19, 2023, in connection with the completion of a private offering of $230.0 million aggregate principal amount of 2.875% convertible senior notes due 2029 described below, the Company repurchased and retired approximately $100.0 million in aggregate principal amount of its outstanding 2027 Notes, with a carrying amount of $98.5 million, for approximately $92.8 million of cash and 3.8 million shares of the Company’s common stock. The Company accounted for the partial settlement of the 2027 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $80.6 million for the year ended December 31, 2023, which is included in “Other income (expense), net” in the Consolidated Statements of Operations. 2029 Notes On May 19, 2023, the Company completed a private offering of $230.0 million of 2.875% convertible senior notes due 2029 (the “2029 Notes”). The Company received net proceeds of approximately $223.2 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $198.8 million of net proceeds from the offering to fund the cash portion of the 2025 Notes and 2027 Notes extinguishments described above and retained the remainder for general corporate purposes. The 2029 Notes bear interest at a rate of 2.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2023. The 2029 Notes mature on June 1, 2029, unless earlier purchased by the Company, redeemed, or converted. The Company will settle any conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted, and paying or delivering either cash, shares of the Company’s stock, or a combination of cash and shares of common stock at the Company’s election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted. The 2025 Notes, 2027 Notes, and 2029 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, 71.5372, and 34.21852 shares of the Company’s common stock per $1,000 principal amount of the 2025 Notes, 2027 Notes, and 2029 Notes, respectively, representing initial effective conversion prices of $24.00, $13.98, and $29.22 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, October 1, 2026 with respect to the 2027 Notes, and February 1, 2029, with respect to the 2029 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 December 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 March 31, 2024. Holders may convert their notes at any time, regardless of the foregoing circumstances, on or after October 15, 2024 with respect to the 2025 Notes, October 1, 2026 with respect to the 2027 Notes, and February 1, 2029 with respect to the 2029 Notes, until the close of business on the business day immediately preceding the respective maturity date. Accounting for the Notes after the adoption of ASU 2020-06 The Company adopted ASU 2020-06 on January 1, 2022 as further described in Note 1, “Basis of Presentation”. Following the adoption of ASU 2020-06, 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, $3.1 million, and $6.8 million incurred in connection with the issuance of the 2023 Notes, 2025 Notes, 2027 Notes, and 2029 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. Accounting for the Notes prior to the adoption of ASU 2020-06 With respect to the 2023 Notes, 2025 Notes, and 2027 Notes, upon conversion by the holders, the Company may elect to settle such conversion in shares of its common stock, cash, or a combination thereof. As a result of its cash conversion options, prior to the adoption of ASU 2020-06, the Company segregated the liability component of the instruments from the equity components. The liability components were measured by estimating the fair value of a non-convertible debt instrument that is similar in its terms to the Notes. The calculation of the fair value of the debt components required the use of Level 3 inputs, including utilization of convertible investors’ credit assumptions and high yield bond indices. Fair value was estimated through discounting future interest and principal payments, an income approach, due under the Notes at a discount rate equal to the estimated borrowing rate for similar non-convertible debt, or 7.0% , 8.0% , and 9.1% with respect to the 2023 Notes, 2025 Notes, and 2027 Notes, respectively. The excess of the aggregate face values of the Notes over the estimated fair values of the liability components of $72.5 million, $21.0 million, and $34.2 million with respect to the 2023 Notes, 2025 Notes, and 2027 Notes, respectively, were recognized as debt discounts and recorded as an increase to additional paid-in capital and were to be amortized over the expected lives of the Notes using the effective interest rate method. Amortization of the debt discounts were recognized as non-cash interest expense. The 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 allocated to the liability and equity components based on their relative values. Transaction costs allocated to the liability component were being amortized using the effective interest rate method and recognized as non-cash interest expense over the expected terms of the Notes. Transaction costs allocated to the equity component of $1.9 million, $0.3 million, and $0.8 million, for the 2023 Notes, 2025 Notes, and 2027 Notes, respectively, reduced the value of the equity components recognized in stockholders' equity. The carrying values of the Notes are as follows: December 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 26,500 (102) 26,398 132,500 (990) 131,510 2027 Notes 25,000 (313) 24,687 125,000 (2,019) 122,981 2029 Notes 230,000 (6,144) 223,856 — — — Net carrying value $ 281,500 $ (6,559) $ 274,941 $ 277,673 $ (3,013) $ 274,660 Total interest expense related to the Notes is as follows: For the year ended December 31, 2023 2022 2021 (in thousands) Cash Interest Expense Coupon interest expense - 2023 Notes $ 23 $ 545 $ 3,138 Coupon interest expense - 2025 Notes 2,360 4,637 4,637 Coupon interest expense - 2027 Notes 2,385 4,688 4,688 Coupon interest expense - 2029 Notes 4,078 — — Non-cash Interest Expense Amortization of debt discount/transaction costs- 2023 Notes 4 97 4,932 Amortization of debt discount/transaction costs- 2025 Notes 240 457 4,795 Amortization of debt discount/transaction costs- 2027 Notes 220 408 4,092 Amortization of debt discount/transaction costs- 2029 Notes 654 — — Total Interest Expense $ 9,964 $ 10,832 $ 26,282 The Company determined the 2025 Notes , 2027 Notes , and 2029 Notes are Level 2 liabilities in the fair value hierarchy and had estimated fair values at December 31, 2023 of $36.5 million, $57.6 million, and $298.0 million, respectively. 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 SOFR rate (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 March 31, 2023. 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 December 31, 2023 or December 31, 2022. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
Stockholders' Equity | Note 12 — Stockholders’ Equity 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, 2020 $ 1,866 $ (20) $ 1,846 Other comprehensive income (loss) (52) (311) (363) Balance - December 31, 2021 1,814 (331) 1,483 Other comprehensive income (loss) (41) (514) (555) Balance - December 31, 2022 $ 1,773 $ (845) $ 928 Other comprehensive income (loss) (12) 691 679 Balance - December 31, 2023 $ 1,761 $ (154) $ 1,607 The Company did not allocate additional tax expense (benefit) to other comprehensive income (loss) for the years ended December 31, 2021, as the Company was in a full valuation allowance position such that a deferred tax asset related to amounts recognized in other comprehensive income was not regarded as realizable on a more-likely-than-not basis. The Company allocated an immaterial amount of additional tax benefit to other comprehensive income (loss) for the year ended December 31, 2022, as the Company is no longer in a full valuation allowance position. The Company allocated an immaterial amount of additional tax expense to other comprehensive income (loss) for the year ended December 31, 2023. Preferred Stock The Board of Directors has authority under the Company’s Certificate of Incorporation to issue shares of preferred stock, par value $0.01, with voting and economic rights to be determined by the Board of Directors. As of December 31, 2023, no preferred shares have been issued. |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2023 | |
Stock Plans | |
Stock Plans | Note 13 — Stock Plans Share-based incentive awards are provided to employees under the terms of the Company’s equity incentive compensation plans (the “Plans”), which are administered by the Compensation Committee of the Board of Directors. The 2019 Plan originated as the 2010 Stock Incentive Plan and was originally approved by the Company’s shareholders in May 2010. This Plan was subsequently amended, as approved by shareholders, in 2013, 2016, 2019 (at which time the Plan was renamed the 2019 Stock Incentive Plan), and 2022 (as amended to date, the “2019 Plan”). The Company’s employees, non-employee directors, and consultants are eligible to receive awards under the 2019 Plan, which can include non-qualified stock options, incentive stock options, RSAs, RSUs, PSAs, PSUs, share appreciation rights, dividend equivalent rights, or any combination thereof. The Company is authorized to issue up to 17.8 million shares under the 2019 Plan. Option awards are granted with an exercise price equal to the closing price of the Company’s common stock on the trading day prior to the date of grant; option awards generally vest over a three year period and have a seven or ten year term. RSAs and RSUs generally vest over one to five years . Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2019 Plan. At December 31, 2023, there is an immaterial amount of option shares and 1.7 million RSUs and PSUs outstanding under the 2019 Plan. The Company is authorized to issue up to 2.25 million shares under the approved 2016 employee stock purchase plan (“ESPP”), including additional shares authorized under plan amendments approved by shareholders in 2019 and 2021. Under the ESPP, substantially all employees in the U.S. may purchase the Company’s common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of the Company’s common stock at the beginning or end of each six-month offer period, as defined in the ESPP, and subject to certain limits. The ESPP was approved by the Company’s shareholders. Shares Reserved for Future Issuance At December 31, 2023, the Company has 4.5 million shares reserved to cover exercises of outstanding stock options, vesting of RSUs, and additional grants under the 2019 Plan. Share-Based Compensation The Company recognized share-based compensation in the following line items in the Consolidated Statements of Operations for the periods indicated: For the year ended December 31, 2023 2022 2021 (in thousands) Cost of sales $ 4,913 $ 4,551 $ 2,373 Research and development 8,994 6,682 3,850 Selling, general, and administrative 14,651 11,761 9,026 Total $ 28,558 $ 22,994 $ 15,249 The Company did not realize any tax benefits associated with share-based compensation for the year ended December 31, 2021 due to the full valuation allowance on its U.S. deferred tax assets. See Note 15, “Income Taxes” for additional information. The Company recognized a tax benefit of approximately $3.9 million and $4.5 million associated with share-based compensation for the years ended December 31, 2023 and 2022, respectively. The Company capitalized an immaterial amount of share-based compensation into inventory for the years ended December 31, 2023, 2022, and 2021. Unrecognized share-based compensation costs at December 31, 2023 are summarized below: Unrecognized Weighted Share-Based Average Period Compensation Expected to be Costs Recognized (in thousands) (in years) Restricted stock units $ 19,428 2.1 Restricted stock awards 9,967 1.2 Performance share units 7,875 1.8 Total unrecognized share-based compensation cost $ 37,270 1.8 Stock Option Awards Stock options are awards issued to employees that entitle the holder to purchase shares of the Company’s stock at a fixed price. The following table summarizes the equity activity related to stock options: Weighted Number of Average Shares Exercise Price (in thousands) Balance - December 31, 2020 730 $ 35.26 Exercised (2) 23.36 Expired (285) 40.16 Balance - December 31, 2021 443 32.15 Expired (266) 32.95 Balance - December 31, 2022 177 30.94 Exercised (2) 30.47 Expired (165) 30.53 Balance - December 31, 2023 10 $ 37.42 At December 31, 2023, stock option shares outstanding had a weighted average remaining contractual life of 0.5 years. The following table summarizes information on options exercised for the periods indicated: Year ended December 31, 2023 2022 2021 (in thousands) Cash received from options exercised $ 56 $ — $ 37 Intrinsic value of options exercised $ 56 $ — $ 6 RSAs, RSUs, PSAs, PSUs RSAs are stock awards issued to employees and directors that are subject to specified restrictions and a risk of forfeiture. RSUs are stock awards issued to employees that entitle the holder to receive shares of common stock as the awards vest. PSAs and PSUs are awards that result in an issuance of shares of common stock to employees if certain performance or market conditions are achieved. All of these awards typically vest over one to four years and vesting is subject to the employee's continued service with the Company and, in the case of performance awards, meeting certain performance or market conditions. The fair value of the awards is determined and fixed based on the closing price of the Company’s common stock on the trading day prior to the date of grant, or, in the case of performance awards with market conditions, fair value is determined using a Monte Carlo simulation. The following table summarizes the equity activity of non-vested restricted shares and performance shares: Weighted Average Number of Grant Date Shares Fair Value (in thousands) Balance - December 31, 2020 2,040 $ 12.73 Granted 1,031 24.26 Performance award adjustments 159 18.38 Vested (1,014) 15.50 Forfeited (133) 15.08 Balance - December 31, 2021 2,083 17.33 Granted 1,253 29.12 Performance award adjustments 85 14.03 Vested (844) 15.00 Forfeited (81) 20.18 Balance - December 31, 2022 2,496 23.83 Granted 1,282 23.83 Performance award adjustments 183 10.59 Vested (1,364) 17.47 Forfeited (133) 29.29 Balance - December 31, 2023 2,464 $ 26.19 The total fair value of shares that vested during the years ended December 31, 2023, 2022, and 2021 was $30.3 million, $22.1 million, and $22.8 million, respectively. For performance awards, the final number of shares earned will vary depending on the achievement of the actual results relative to the performance or market conditions. Each performance award is included in the table above at the grant date target share amount until the end of the performance period if not previously forfeited. The fair value of performance awards with market conditions is estimated on the date of grant using a Monte Carlo simulation. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards. The weighted average fair value and the assumptions used in calculating such values during fiscal years 2023, 2022, and 2021 for performance awards with market conditions were based on estimates at the date of grant as follows: Year ended December 31, 2023 2022 2021 Weighted average fair value $ 32.25 $ 45.28 $ 27.81 Dividend yield 0 % 0 % 0 % Expected volatility factor (1) 54 % 58 % 63 % Risk-free interest rate (2) 3.84 % 2.13 % 0.34 % Expected life (in years) (3) 3.0 3.0 3.0 (1) Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term. (2) The risk-free rate for periods within the contractual term is based on the U.S. Treasury yield curve in effect at the time of grant. (3) The expected life is the number of years the Company estimates that the awards will be outstanding prior to exercise. Employee Stock Purchase Plan For the years ended December 31, 2023, 2022, and 2021 the Company received cash proceeds of $4.6 million, $3.7 million, and $3.4 million, and issued shares of 258,153, 208,140, and 196,024, respectively, under the ESPP Plan. The weighted average estimated values of employee purchase rights as well as the weighted average assumptions that were used in calculating such values during fiscal years 2023, 2022, and 2021 were based on estimates at the date of grant as follows: Year ended December 31, 2023 2022 2021 Weighted average fair value $ 5.77 $ 6.00 $ 5.90 Dividend yield 0 % 0 % 0 % Expected volatility factor (1) 42 % 43 % 52 % Risk-free interest rate (2) 5.03 % 1.73 % 0.07 % Expected life (in years) (3) 0.5 0.5 0.5 (1) Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term. (2) The risk-free rate for periods within the contractual term is based on the U.S. Treasury yield curve in effect at the time of grant. (3) The expected life is the number of years the Company estimates that the purchase rights will be outstanding prior to exercise. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Plans | |
Retirement Plans | Note 14 — Retirement Plans The Company maintains a defined contribution plan for the benefit of its U.S. employees. The plan is intended to be tax qualified and contains a qualified cash or deferred arrangement as described under Section 401(k) of the Internal Revenue Code. Eligible participants may elect to contribute a percentage of their base compensation, and the Company may make matching contributions, generally equal to fifty cents for every dollar employees contribute, up to three percent of the employee’s eligible compensation, as limited by current Internal Revenue Code regulations. Generally, the plan calls for vesting in the Company contributions over the initial five years of a participant’s employment. The Company provided employer contributions associated with this plan of approximately $3.4 million, $3.0 million, and $2.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 15 — Income Taxes The amounts of income (loss) before income taxes attributable to domestic and foreign operations were as follows: Year ended December 31, 2023 2022 2021 (in thousands) Domestic $ (33,383) $ 47,368 $ 23,561 Foreign 5,045 3,617 2,119 Total $ (28,338) $ 50,985 $ 25,680 Significant components of the expense (benefit) for income taxes consisted of the following: Year ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ 3,299 $ — $ — Foreign 1,136 1,506 183 State and local (194) 577 110 Total current expense (benefit) for income taxes 4,241 2,083 293 Deferred: Federal (3,026) (96,811) 119 Foreign 512 (484) (507) State and local 303 (20,745) (263) Total deferred expense (benefit) for income taxes (2,211) (118,040) (651) Total expense (benefit) for income taxes $ 2,030 $ (115,957) $ (358) The income tax expense (benefit) was reconciled to the tax expense computed at the U.S. federal statutory tax rate as follows: Year ended December 31, 2023 2022 2021 (in thousands) Income tax expense (benefit) at U.S. statutory rates $ (5,951) $ 10,706 $ 5,393 State taxes, net of U.S. federal impact 1,073 1,101 (607) Effect of international operations (7,668) (11,149) 609 Research and development tax credit (7,287) (6,470) (3,964) Net change in valuation allowance 662 (104,972) (2,389) Change in accrual for unrecognized tax benefits (369) 3,349 398 Share-based compensation 2,084 606 1,208 Extinguishment of debt 19,289 — (1,090) Adoption of new accounting standard — (9,295) — Other 197 167 84 Total expense (benefit) for income taxes $ 2,030 $ (115,957) $ (358) Deferred income taxes reflect the effect of temporary differences between the carrying amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for tax purposes. The tax effects of the temporary differences were as follows: December 31, 2023 2022 (in thousands) Deferred tax assets: Inventory valuation $ 12,682 $ 11,931 Net operating losses 5,841 5,647 Credit carry forwards 49,086 59,988 Warranty and installation accruals 1,766 1,862 Share-based compensation 4,637 5,267 Contract liabilities 19,785 24,504 Operating leases 8,034 8,349 Research and experimental ("R&E") capitalization 34,504 19,071 Other 4,885 6,553 Total deferred tax assets 141,220 143,172 Valuation allowance (11,745) (11,083) Net deferred tax assets 129,475 132,089 Deferred tax liabilities: Purchased intangible assets 14,166 8,724 Convertible Senior Notes — (39) Operating leases 5,548 5,994 Depreciation (1,588) 2,346 Total deferred tax liabilities 18,126 17,025 Net deferred taxes $ 111,349 $ 115,064 The Company does not permanently reinvest its earnings from certain foreign jurisdictions and has accrued for foreign tax withholdings of $1.0 million on its unremitted earnings as of December 31, 2023. During the year ended December 31, 2023, income tax expense of $2.0 million was primarily comprised of 1) a $16.2 million income tax expense on pre-tax income from operations; 2) a $2.0 million income tax expense for share based compensation, partially offset by 3) a $7.5 million tax benefit related to Foreign-Derived Intangible Income; 4) a $7.7 million tax benefit associated with research and development tax credits; and 5) a $1.0 million tax benefit associated with the loss on extinguishment of convertible notes under Section 249 of the Internal Revenue Code of 1986, as amended (Section 249). At December 31, 2023, the Company had U.S. federal research and development credits of $34.9 million that will expire between 2030 and 2043. Additionally, the Company has state and local NOL carryforwards of approximately $56.8 million (a net deferred tax asset of $4.0 million, net of federal tax benefits and before the valuation allowance) that will expire between 2024 and 2042. Finally, the Company has state credits of $33.6 million, some of which are indefinite and others that will expire between 2024 and 2038. A roll-forward of the Company’s uncertain tax positions for all U.S. federal, state, and foreign tax jurisdictions was as follows: December 31, 2023 2022 2021 (in thousands) Balance at beginning of year $ 16,110 $ 12,761 $ 12,363 Additions for tax positions related to current year 2,596 4,180 2,642 Additions for tax positions related to prior years 83 — 50 Reductions for tax positions related to prior years (3,048) (731) (1,196) Settlements — (100) (1,098) Balance at end of year $ 15,741 $ 16,110 $ 12,761 If the amount of unrecognized tax benefits at December 31, 2023 were recognized, the Company’s income tax provision would decrease by $13.9 million. The gross amount of interest and penalties accrued in income tax payable in the Consolidated Balance Sheets was approximately $0.6 million and $0.5 million at December 31, 2023 and 2022, respectively. The Company, or one of its subsidiaries, files income tax returns in the United States federal jurisdiction, and various state, local, and foreign jurisdictions. All material consolidated federal income tax matters have been concluded for years through 2017 subject to subsequent utilization of NOLs generated in such years. All material state and local income tax matters have been reviewed through 2012. The majority of the Company’s foreign jurisdictions have been reviewed through 2015. The Company’s major foreign jurisdictions’ statutes of limitation remain open with respect to the tax years 2016 through 2022 for Germany, 2017 through 2022 for China, 2022 for Taiwan, and 2020 through 2022 for Singapore. The Company does not anticipate that its uncertain tax position will change significantly within the next twelve months subject to the completion of the ongoing tax audits and any resultant settlement. |
Segment Reporting and Geographi
Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting and Geographic Information | |
Segment Reporting and Geographic Information | Note 16 — Segment Reporting and Geographic Information The Company operates and measures its results in one operating segment and therefore has one reportable segment: the development, manufacture, sales, and support of semiconductor and thin film process equipment primarily sold to make electronic devices. The Company’s Chief Operating Decision Maker, the Chief Executive Officer, evaluates performance of the Company and makes decisions regarding the allocation of resources based on total Company results. Sales by end-market is as follows: For the year ended December 31, 2023 2022 2021 (in thousands) Sales by end-market Semiconductor $ 412,724 $ 369,369 $ 247,051 Compound Semiconductor 87,258 121,194 106,972 Data Storage 88,473 87,544 168,760 Scientific & Other 77,980 68,030 60,494 Total $ 666,435 $ 646,137 $ 583,277 The Company’s significant operations outside the United States include sales and service offices in China, Europe, and Rest of APAC. For geographic reporting, sales are attributed to the location in which the customer facility is located. Sales and long-lived tangible assets by geographic region are as follows: Net Sales to Unaffiliated Customers Long-lived Tangible Assets 2023 2022 2021 2023 2022 2021 (in thousands) United States $ 162,790 $ 197,433 $ 217,209 $ 117,594 $ 106,550 $ 99,220 EMEA (1) 76,697 87,837 55,129 219 60 94 China 217,942 123,703 105,998 182 70 67 Rest of APAC 208,693 235,735 204,633 464 601 362 Rest of World 313 1,429 308 — — — Total $ 666,435 $ 646,137 $ 583,277 $ 118,459 $ 107,281 $ 99,743 (1) EMEA consists of Europe, the Middle East, and Africa |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
Schedule II - Valuation and Qualifying Accounts | |
Schedule II - Valuation and Qualifying Accounts | Schedule II — Valuation and Qualifying Accounts Additions Charged Balance at (Credited) Charged to Balance at Beginning to Costs and Other End of Deducted from asset accounts: of Period Expenses Accounts Deductions Period (in thousands) Year ended December 31, 2023 Allowance for doubtful accounts $ 736 $ 316 $ — $ (66) $ 986 Valuation allowance in net deferred tax assets 11,083 662 — — 11,745 $ 11,819 $ 978 $ — $ (66) $ 12,731 Year ended December 31, 2022 Allowance for doubtful accounts $ 736 $ — $ — $ — $ 736 Valuation allowance in net deferred tax assets 116,054 (104,971) — 11,083 $ 116,790 $ (104,971) $ — $ — $ 11,819 Year ended December 31, 2021 Allowance for doubtful accounts $ 736 $ — $ — $ — $ 736 Valuation allowance in net deferred tax assets 118,443 — — (2,389) 116,054 $ 119,179 $ — $ — $ (2,389) $ 116,790 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Basis of Presentation | (b) Basis of Presentation The accompanying audited Consolidated Financial Statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The Company reports interim quarters on a 13 -week basis ending on the last Sunday of each period, which is determined at the start of each year. The Company’s fourth quarter always ends on the last day of the calendar year, December 31. During 2023 the interim quarters ended on April 2, July 2, and October 1, and during 2022 the interim quarters ended on April 3, July 3, and October 2. The Company reports these interim quarters as March 31, June 30, and September 30 in its interim consolidated financial statements. |
Use of Estimates | (c) Use of Estimates The preparation of financial statements in conformity with GAAP requires 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, these estimates may ultimately differ from actual results. Significant items subject to such estimates and assumptions include: (i) stand-alone selling prices for the Company’s products and services; (ii) allowances for doubtful accounts; (iii) inventory obsolescence; (iv) the useful lives and expected future cash flows of property, plant, and equipment and identifiable intangible assets; (v) the fair value of the Company’s reporting unit and related goodwill; (vi) investment valuations and the valuation of derivatives, deferred tax assets, and assets acquired in business combinations; (vii) the recoverability of long-lived assets; (viii) liabilities for product warranty and legal contingencies; (ix) share-based compensation; (x) lease term and incremental borrowing rates used in determining operating lease assets and liabilities; (xi) income tax uncertainties; (xii) purchase accounting estimates; and (xiii) contingent consideration estimates. |
Principles of Consolidation | (d) Principles of Consolidation The Consolidated Financial Statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Companies acquired during each reporting period are reflected in the results of the Company effective from their respective dates of acquisition through the end of the reporting period. |
Foreign Currencies | (e) Foreign Currencies Assets and liabilities of the Company’s foreign subsidiaries that operate using functional currencies other than the U.S. dollar are translated using the exchange rates in effect at the balance sheet date. Results of operations are translated using monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company’s subsidiaries into U.S. dollars, including intercompany transactions of a long-term nature, are reported as currency translation adjustments in “Accumulated other comprehensive income” in the Consolidated Balance Sheets. Foreign currency transaction gains or losses are included in “Other operating expense (income), net” in the Consolidated Statements of Operations. |
Revenue Recognition | (f) 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 advanced payments on system transactions. The timing of the transfer of goods or services related to the advanced payments is either at the discretion of the customer or expected to be within one year from the advanced 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 performance period is one year or less. The Company has elected to treat shipping and handling costs, including those costs incurred to move, package, and prepare the Company’s products for shipment and to move the products to a customer’s designated location, as a fulfillment activity, and the Company includes such costs in “Cost of sales” in the Consolidated Statements of Operations as incurred. These costs are generally comprised of payments to third-party shippers. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue. |
Warranty Costs | (g) Warranty Costs The Company typically provides standard warranty coverage on its systems for one year from the date of final acceptance by providing labor and parts necessary to repair the systems during the warranty period. The Company records the estimated warranty cost when revenue is recognized on the related system. Warranty cost is included in “Cost of sales” in the Consolidated Statements of Operations. The estimated warranty cost is based on the Company’s historical experience with its systems and regional labor costs. The Company calculates the average service hours by region and parts expense per system utilizing actual service records to determine the estimated warranty charge. The Company updates its warranty estimates on a quarterly basis when the actual product performance or field expense differs from original estimates. |
Research and Development Costs | (h) Research and Development Costs Research and development costs are expensed as incurred and include charges for the development of new technology and the transition of existing technology into new products or services. |
Advertising Expense | (i) Advertising Expense The cost of advertising is expensed as incurred and totaled $0.4 million, $0.3 million, and $0.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Accounting for Share-Based Compensation | (j) Accounting for Share-based Compensation Share-based awards exchanged for employee services are accounted for under the fair value method. Accordingly, share-based compensation cost is measured at the grant date based on the estimated fair value of the award. The expense for awards is recognized over the employee’s requisite service period (generally the vesting period of the award). The Company has elected to treat awards with only service conditions and with graded vesting as one award. Consequently, the total compensation expense is recognized straight-line over the entire vesting period, so long as the compensation cost recognized at any date at least equals the portion of the grant date fair value of the award that is vested at that date. In addition to stock options, restricted share awards (“RSAs”) and restricted stock units (“RSUs”) with time-based vesting, the Company grants performance share units and awards (“PSUs” and “PSAs”) that have either performance or market conditions. Compensation cost for PSUs and PSAs with performance conditions is recognized over the requisite service period based on the timing and expected level of achievement of the performance targets. A change in the assessment of performance attainment prior to the conclusion of the performance period is recognized in the period of the change in estimate. Compensation cost for PSUs and PSAs with market conditions is recognized over the requisite service period regardless of the expected level of achievement. For all PSUs and PSAs, the number of shares issued to the employee at the conclusion of the service period may vary from the original target based upon the level of attainment of the performance or market conditions. The Company uses the Black-Scholes option-pricing model to compute the estimated fair value of option awards and purchase rights under the Employee Stock Purchase Plan. The Company uses a Monte Carlo simulation to compute the estimated fair value of awards with market conditions. The Black-Scholes model and Monte Carlo simulation include assumptions regarding dividend yields, expected volatility, expected option term, and risk-free interest rates. See Note 13, “Stock Plans,” for additional information. |
Income Taxes | (k) Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities from a change in tax rate is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will not be realized, which is dependent upon the generation of future taxable income. |
Concentration of Credit Risk | (l) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments, derivative financial instruments used in hedging activities, and accounts receivable. The Company invests in a variety of financial instruments and, by policy, limits the amount of credit exposure with any one financial institution or commercial issuer. Historically, the Company has not experienced any material credit losses on its investments. The Company maintains an allowance reserve for potentially uncollectible accounts for estimated losses resulting from the inability of its customers to make required payments. The Company evaluates its allowance for doubtful accounts based on a combination of factors. In circumstances where specific invoices are deemed to be uncollectible, the Company provides a specific allowance for bad debt against the amount due to reduce the net recognized receivable to the amount reasonably expected to be collected. The Company also provides allowances based on its write-off history. Finally, the Company also considers its current expectations of future economic conditions, when estimating its allowance for doubtful accounts. The allowance for doubtful accounts totaled $1.0 million and $0.7 million at December 31, 2023 and 2022 respectively. To further mitigate the Company’s exposure to uncollectable accounts, the Company may request certain customers provide a negotiable irrevocable letter of credit drawn on a reputable financial institution. These irrevocable letters of credit are typically issued to mature between zero and 90 days from the date the documentation requirements are met, typically when a system ships or upon receipt of final acceptance from the customer. The Company, at its discretion, may monetize these letters of credit on a non-recourse basis after they become negotiable but before maturity. The fees associated with the monetization are included in “Selling, general, and administrative” in the Consolidated Statements of Operations and were immaterial for the years ended December 31, 2023, 2022, and 2021. |
Fair Value of Financial Instruments | (m) Fair Value of Financial Instruments The carrying amounts of financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued expenses reflected in the consolidated financial statements approximate fair value due to their short-term maturities. The fair value of debt for footnote disclosure purposes, including current maturities, if any, is estimated using recently quoted market prices of the instrument, or if not available, a discounted cash flow analysis based on the estimated current incremental borrowing rates for similar types of instruments. |
Cash, Cash Equivalents, and Short-term Investments | (n) Cash, Cash Equivalents, and Short-term Investments All financial instruments purchased with an original maturity of three months or less at the time of purchase are considered cash equivalents. Such items may include liquid money market funds, certificate of deposit and time deposit accounts, U.S. treasuries, government agency securities, and corporate debt. Investments that are classified as cash equivalents are carried at cost, which approximates fair value. The Company’s cash and cash equivalents includes $97.8 million and $61.5 million of cash equivalents at December 31, 2023 and 2022, respectively. A portion of the Company’s cash and cash equivalents is held by its subsidiaries throughout the world, frequently in each subsidiary’s respective functional currency, which is typically the U.S. dollar. Approximately 29% and 18% of cash and cash equivalents were maintained outside the United States at December 31, 2023 and 2022, respectively. Short-term investments consist of marketable debt securities, and are generally classified as available-for-sale for use in current operations, if required, and are 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” on the Consolidated Balance Sheets. These securities can 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. The specific identification method is used to determine the realized gains and losses on investments. Non-marketable equity securities are equity securities without readily observable market prices and are included in “Other assets” in the Consolidated Balance Sheets. Non-marketable securities are measured at cost, adjusted for changes in observable prices minus impairment. Changes in fair value and impairment charges are included in “Other income (expense), net” in the Consolidated Statements of Operations. |
Inventories | (o) 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; finished goods; and evaluation inventory at customer facilities. 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. |
Business Combinations | (p) Business Combinations The Company allocates the fair value of the purchase consideration of the Company’s acquisitions to the tangible assets, intangible assets, including in-process research and development (“IPR&D”), if any, and liabilities assumed, based on estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Additionally, the Company estimates the fair value of contingent consideration included as part of the purchase price 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. |
Goodwill and Indefinite-Lived Intangible Assets | (q) Goodwill and Indefinite-Lived Intangible Assets Goodwill is an asset representing the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is measured as the excess of the consideration transferred over the net fair value of identifiable assets acquired and liabilities assumed. Intangible assets with indefinite useful lives are measured at their respective fair values on the acquisition date. Intangible assets related to IPR&D projects are considered to be indefinite-lived until the completion or abandonment of the associated research and development (“R&D”) efforts. If and when development is complete, the associated assets would be deemed long-lived and would then be amortized based on their respective estimated useful lives at that point in time. Goodwill and indefinite-lived intangibles are not amortized into results of operations but instead are evaluated for impairment. The Company performs the evaluation in the beginning of the fourth quarter of each year or more frequently if impairment indicators arise. In testing goodwill for impairment, the Company may first perform a qualitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying amount, and, if so, the Company then quantitatively compares the fair value of the reporting unit to its carrying amount. If the fair value exceeds the carrying amount, goodwill is not impaired. If the carrying amount exceeds fair value, the Company then records an impairment loss equal to the difference, up to the carrying value of goodwill. The Company determines the fair value of its reporting unit based on a reconciliation of the fair value of the reporting unit to the Company’s adjusted market capitalization. The adjusted market capitalization is calculated by multiplying the average share price of the Company’s common stock for the last ten trading days prior to the measurement date by the number of outstanding common shares and adding a control premium. The control premium is estimated using historical transactions in similar industries. In testing indefinite-lived intangible assets for impairment, the Company may first perform a qualitative assessment of whether it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, and, if so, the Company then quantitatively compares the fair value of the indefinite-lived intangible asset to its carrying amount. The Company determines the fair value of its indefinite-lived intangible assets using a discounted cash flow method. |
Long-lived Assets | (r) Long-lived Assets Long-lived intangible assets consist of purchased technology, customer relationships, patents, trademarks and tradenames, 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 straight-lined if such pattern cannot be reliably determined. Property, plant, and equipment are recorded at cost. Depreciation expense is calculated based on the estimated useful lives of the assets by using the straight-line method. Amortization of leasehold improvements is recognized using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, a recoverability test is performed utilizing undiscounted cash flows expected to be generated by that asset or asset group compared to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models or, when available, quoted market values and third-party appraisals. |
Leases | (s) Leases The Company determines at contract inception if an arrangement is a lease, or contains a lease, of an identified asset for which the Company has the right to obtain substantially all of the economic benefits from its use and the right to direct its use. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. The implicit discount rate in the Company’s leases generally cannot readily be determined, and therefore the Company uses its incremental borrowing rate based on information available at lease commencement date in determining the present value of future payments. The Company has options to renew or terminate certain leases. These options are included in the determination of lease term when it is reasonably certain that the Company will exercise such options. The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities for real estate leases. Additionally, the Company does not recognize ROU assets or lease liabilities for leases with original terms or renewals of one year or less. |
Recently Adopted Accounting Standards and Recent Accounting Pronouncements Not Yet Adopted | (t) Recently Adopted Accounting Standards The Company adopted ASU 2020-06: Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2022, using the modified retrospective method for all financial instruments that were outstanding as of the adoption date. This standard simplifies the accounting for convertible debt instruments by removing the separation models for convertible debt with a cash conversion feature, as well as convertible instruments with a beneficial conversion feature. As a result, entities will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models reduces non-cash interest expense for entities that have issued a convertible instrument that was within the scope of those models before the adoption of ASU 2020-06, such as the Company’s 2023 Notes, 2025 Notes, and 2027 Notes. Additionally, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share, and precludes the use of the treasury stock method for certain debt instruments, such as the Company’s 2023 Notes, 2025 Notes, and 2027 Notes. The adoption of ASU 2020-06 resulted in the following adjustments to the Consolidated Balance Sheets: December 31, 2021 Adoption of ASU 2020-06 January 1, 2022 (in thousands) Balance Sheet line item: Long-term debt $ 229,438 $ 44,260 $ 273,698 Additional paid-in capital 1,116,921 (56,800) 1,060,121 Accumulated deficit (681,283) 12,540 (668,743) (u) Recent Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements . The Company is evaluating other pronouncements recently issued but not yet adopted. The adoption of these pronouncements is not expected to have a material impact on our consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Schedule of adjustments to Consolidated Balance Sheets | December 31, 2021 Adoption of ASU 2020-06 January 1, 2022 (in thousands) Balance Sheet line item: Long-term debt $ 229,438 $ 44,260 $ 273,698 Additional paid-in capital 1,116,921 (56,800) 1,060,121 Accumulated deficit (681,283) 12,540 (668,743) |
Income Per Common Share (Tables
Income Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Per Common Share | |
Schedule of computations of basic and diluted income per share | For the year ended December 31, 2023 2022 2021 (in thousands, except per share amounts) Numerator: Net income (loss) $ (30,368) $ 166,942 $ 26,038 Interest expense associated with convertible notes — 10,832 — Net income (loss) available to common shareholders $ (30,368) $ 177,774 $ 26,038 Denominator: Basic weighted average shares outstanding 53,769 49,906 49,073 Effect of potentially dilutive share-based awards — 734 1,090 Dilutive effect of convertible notes — 14,967 3,480 Diluted weighted average shares outstanding 53,769 65,607 53,643 Net income per common share: Basic $ (0.56) $ 3.35 $ 0.53 Diluted $ (0.56) $ 2.71 $ 0.49 Unvested participating shares excluded from basic weighted average shares outstanding since the securityholders are not obligated to fund losses — — 6 Common share equivalents excluded from the diluted weighted average shares outstanding since the Company incurred a net loss and their effect would be antidilutive 850 — — Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive 212 815 456 Potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive 7,319 — 8,421 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Measurements | |
Schedule of assets measured on a recurring basis at fair value | Level 1 Level 2 Level 3 Total (in thousands) December 31, 2023 Cash equivalents Certificate of deposits and time deposits $ 74,262 $ — $ — $ 74,262 Corporate debt — 1,988 — 1,988 Money market cash 21,587 — — 21,587 Total $ 95,849 $ 1,988 $ — $ 97,837 Short-term investments U.S. treasuries $ 59,493 $ — $ — $ 59,493 Government agency securities — 41,818 — 41,818 Corporate debt — 35,409 — 35,409 Commercial paper — 9,944 — 9,944 Total $ 59,493 $ 87,171 $ — $ 146,664 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 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments | |
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) December 31, 2023 U.S. treasuries $ 59,541 $ 3 $ (51) $ 59,493 Government agency securities 41,843 6 (31) 41,818 Corporate debt 35,447 9 (47) 35,409 Commercial paper 9,944 — — 9,944 Total $ 146,775 $ 18 $ (129) $ 146,664 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) December 31, 2023 U.S. treasuries $ 43,118 $ (50) $ — $ — Government agency securities 34,885 (31) — — Corporate debt 23,262 (33) 2,618 (15) Total $ 101,265 $ (114) $ 2,618 $ (15) 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 | December 31, 2023 Amortized Estimated Cost Fair Value (in thousands) Due in one year or less $ 132,419 $ 132,330 Due after one year through two years 14,356 14,334 Total $ 146,775 $ 146,664 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 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 Contract liabilities 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 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Schedule of inventories | December 31, December 31, 2023 2022 (in thousands) Materials $ 139,884 $ 134,940 Work-in-process 71,278 68,765 Finished goods 6,183 1,513 Evaluation inventory 20,290 1,690 Total $ 237,635 $ 206,908 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant, and Equipment | |
Schedule of property, plant, and equipment | December 31, December 31, 2023 2022 Average Useful Life (in thousands) Land $ 5,061 $ 5,061 N/A Building and improvements 61,679 64,198 10 – 40 years Machinery and equipment (1) 181,180 155,533 3 – 10 years Leasehold improvements 52,913 54,764 3 – 17 years Gross property, plant, and equipment 300,833 279,556 Less: accumulated depreciation and amortization 182,374 172,275 Net property, plant, and equipment $ 118,459 $ 107,281 (1) Machinery and equipment also includes software, furniture, and fixtures |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets | |
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 December 31, 2023 $ 463,352 $ 248,388 $ 214,964 |
Schedule of intangible assets excluding goodwill | December 31, 2023 December 31, 2022 Average Accumulated Accumulated Remaining Gross Amortization Gross Amortization Amortization Carrying and Net Carrying and Net Period Amount Impairment Amount Amount Impairment Amount (in years) (in thousands) Technology 11.9 $ 355,928 $ 321,923 $ 34,005 $ 327,908 $ 316,918 $ 10,990 Customer relationships 5.3 146,925 137,649 9,276 146,465 135,415 11,050 Trademarks and tradenames 0.6 30,910 30,269 641 30,910 29,063 1,847 Other 0.6 3,746 3,723 23 3,686 3,686 — Total 10.3 $ 537,509 $ 493,564 $ 43,945 $ 508,969 $ 485,082 $ 23,887 |
Schedule of estimated annual amortization expense, excluding in-process R&D for intangible assets with definite useful lives | Amortization (in thousands) 2024 $ 6,983 2025 5,394 2026 4,517 2027 4,010 2028 4,050 Thereafter 18,991 Total $ 43,945 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Liabilities | |
Schedule of accrued expenses and other current liabilities | December 31, December 31, 2023 2022 (in thousands) Payroll and related benefits $ 28,321 $ 30,044 Warranty 8,864 8,601 Operating lease liabilities 4,025 3,333 Interest 1,149 2,853 Professional fees 1,834 2,102 Sales, use, and other taxes 1,825 2,027 Contingent consideration 1,814 — Other 9,792 7,071 Total $ 57,624 $ 56,031 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies | |
Schedule of changes in product warranty reserves | December 31, 2023 2022 2021 (in thousands) Balance - beginning of the year $ 8,601 $ 7,878 $ 5,058 Warranties issued 6,479 8,304 7,102 Addition from Epiluvac acquisition 49 — — Consumption of reserves (7,029) (7,527) (5,784) Changes in estimate 764 (54) 1,502 Balance - end of the year $ 8,864 $ 8,601 $ 7,878 |
Schedule of maturities of lease liabilities 2020 | Operating Leases (in thousands) Payments due by period: 2024 $ 3,692 2025 4,130 2026 4,087 2027 3,639 2028 3,422 Thereafter 30,824 Total future minimum lease payments 49,794 Less: Imputed interest (14,240) Total $ 35,554 Reported as of December 31, 2023 Accrued expenses and other current liabilities $ 4,025 Long-term operating lease liabilities 31,529 Total $ 35,554 |
Schedule of customers who accounted for more than 10% of our aggregate accounts receivable or net sales | Accounts Receivable Net Sales December 31, For the Year Ended December 31, Customer 2023 2022 2023 2022 2021 Customer A * * 10 % * * Customer B 10 % * * * 10 % Customer C 11 % * * * * Customer D * 10 % * * * Customer E * * * * 15 % * Less than 10% of aggregate accounts receivable or net sales |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt | |
Schedule of carrying value of Convertible Senior Notes | December 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 26,500 (102) 26,398 132,500 (990) 131,510 2027 Notes 25,000 (313) 24,687 125,000 (2,019) 122,981 2029 Notes 230,000 (6,144) 223,856 — — — Net carrying value $ 281,500 $ (6,559) $ 274,941 $ 277,673 $ (3,013) $ 274,660 |
Schedule of interest expense related to Convertible Senior Notes | For the year ended December 31, 2023 2022 2021 (in thousands) Cash Interest Expense Coupon interest expense - 2023 Notes $ 23 $ 545 $ 3,138 Coupon interest expense - 2025 Notes 2,360 4,637 4,637 Coupon interest expense - 2027 Notes 2,385 4,688 4,688 Coupon interest expense - 2029 Notes 4,078 — — Non-cash Interest Expense Amortization of debt discount/transaction costs- 2023 Notes 4 97 4,932 Amortization of debt discount/transaction costs- 2025 Notes 240 457 4,795 Amortization of debt discount/transaction costs- 2027 Notes 220 408 4,092 Amortization of debt discount/transaction costs- 2029 Notes 654 — — Total Interest Expense $ 9,964 $ 10,832 $ 26,282 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity | |
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, 2020 $ 1,866 $ (20) $ 1,846 Other comprehensive income (loss) (52) (311) (363) Balance - December 31, 2021 1,814 (331) 1,483 Other comprehensive income (loss) (41) (514) (555) Balance - December 31, 2022 $ 1,773 $ (845) $ 928 Other comprehensive income (loss) (12) 691 679 Balance - December 31, 2023 $ 1,761 $ (154) $ 1,607 |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stock Plans | |
Schedule of share-based compensation expense | For the year ended December 31, 2023 2022 2021 (in thousands) Cost of sales $ 4,913 $ 4,551 $ 2,373 Research and development 8,994 6,682 3,850 Selling, general, and administrative 14,651 11,761 9,026 Total $ 28,558 $ 22,994 $ 15,249 |
Summary of unrecognized share-based compensation costs | Unrecognized Weighted Share-Based Average Period Compensation Expected to be Costs Recognized (in thousands) (in years) Restricted stock units $ 19,428 2.1 Restricted stock awards 9,967 1.2 Performance share units 7,875 1.8 Total unrecognized share-based compensation cost $ 37,270 1.8 |
Summary of stock option activity | Weighted Number of Average Shares Exercise Price (in thousands) Balance - December 31, 2020 730 $ 35.26 Exercised (2) 23.36 Expired (285) 40.16 Balance - December 31, 2021 443 32.15 Expired (266) 32.95 Balance - December 31, 2022 177 30.94 Exercised (2) 30.47 Expired (165) 30.53 Balance - December 31, 2023 10 $ 37.42 |
Summary of stock options exercised | Year ended December 31, 2023 2022 2021 (in thousands) Cash received from options exercised $ 56 $ — $ 37 Intrinsic value of options exercised $ 56 $ — $ 6 |
Summary of non-vested restricted and performance shares activity | Weighted Average Number of Grant Date Shares Fair Value (in thousands) Balance - December 31, 2020 2,040 $ 12.73 Granted 1,031 24.26 Performance award adjustments 159 18.38 Vested (1,014) 15.50 Forfeited (133) 15.08 Balance - December 31, 2021 2,083 17.33 Granted 1,253 29.12 Performance award adjustments 85 14.03 Vested (844) 15.00 Forfeited (81) 20.18 Balance - December 31, 2022 2,496 23.83 Granted 1,282 23.83 Performance award adjustments 183 10.59 Vested (1,364) 17.47 Forfeited (133) 29.29 Balance - December 31, 2023 2,464 $ 26.19 |
Summary of valuation assumptions for performance awards | Year ended December 31, 2023 2022 2021 Weighted average fair value $ 32.25 $ 45.28 $ 27.81 Dividend yield 0 % 0 % 0 % Expected volatility factor (1) 54 % 58 % 63 % Risk-free interest rate (2) 3.84 % 2.13 % 0.34 % Expected life (in years) (3) 3.0 3.0 3.0 (1) Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term. (2) The risk-free rate for periods within the contractual term is based on the U.S. Treasury yield curve in effect at the time of grant. (3) The expected life is the number of years the Company estimates that the awards will be outstanding prior to exercise. |
Summary of valuation assumptions for employee stock purchase plan | Year ended December 31, 2023 2022 2021 Weighted average fair value $ 5.77 $ 6.00 $ 5.90 Dividend yield 0 % 0 % 0 % Expected volatility factor (1) 42 % 43 % 52 % Risk-free interest rate (2) 5.03 % 1.73 % 0.07 % Expected life (in years) (3) 0.5 0.5 0.5 (1) Expected volatility is measured using historical daily price changes of the Company’s stock over the respective expected term. (2) The risk-free rate for periods within the contractual term is based on the U.S. Treasury yield curve in effect at the time of grant. (3) The expected life is the number of years the Company estimates that the purchase rights will be outstanding prior to exercise. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of income (loss) from continuing operations before income taxes | Year ended December 31, 2023 2022 2021 (in thousands) Domestic $ (33,383) $ 47,368 $ 23,561 Foreign 5,045 3,617 2,119 Total $ (28,338) $ 50,985 $ 25,680 |
Schedule of components of the expense (benefit) for income taxes | Year ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ 3,299 $ — $ — Foreign 1,136 1,506 183 State and local (194) 577 110 Total current expense (benefit) for income taxes 4,241 2,083 293 Deferred: Federal (3,026) (96,811) 119 Foreign 512 (484) (507) State and local 303 (20,745) (263) Total deferred expense (benefit) for income taxes (2,211) (118,040) (651) Total expense (benefit) for income taxes $ 2,030 $ (115,957) $ (358) |
Schedule of reconciliation of the income tax expense computed using the Federal statutory rate to actual income tax provision | Year ended December 31, 2023 2022 2021 (in thousands) Income tax expense (benefit) at U.S. statutory rates $ (5,951) $ 10,706 $ 5,393 State taxes, net of U.S. federal impact 1,073 1,101 (607) Effect of international operations (7,668) (11,149) 609 Research and development tax credit (7,287) (6,470) (3,964) Net change in valuation allowance 662 (104,972) (2,389) Change in accrual for unrecognized tax benefits (369) 3,349 398 Share-based compensation 2,084 606 1,208 Extinguishment of debt 19,289 — (1,090) Adoption of new accounting standard — (9,295) — Other 197 167 84 Total expense (benefit) for income taxes $ 2,030 $ (115,957) $ (358) |
Schedule of deferred tax assets and liabilities | December 31, 2023 2022 (in thousands) Deferred tax assets: Inventory valuation $ 12,682 $ 11,931 Net operating losses 5,841 5,647 Credit carry forwards 49,086 59,988 Warranty and installation accruals 1,766 1,862 Share-based compensation 4,637 5,267 Contract liabilities 19,785 24,504 Operating leases 8,034 8,349 Research and experimental ("R&E") capitalization 34,504 19,071 Other 4,885 6,553 Total deferred tax assets 141,220 143,172 Valuation allowance (11,745) (11,083) Net deferred tax assets 129,475 132,089 Deferred tax liabilities: Purchased intangible assets 14,166 8,724 Convertible Senior Notes — (39) Operating leases 5,548 5,994 Depreciation (1,588) 2,346 Total deferred tax liabilities 18,126 17,025 Net deferred taxes $ 111,349 $ 115,064 |
Schedule of reconciliation of beginning and ending amount of uncertain tax positions | December 31, 2023 2022 2021 (in thousands) Balance at beginning of year $ 16,110 $ 12,761 $ 12,363 Additions for tax positions related to current year 2,596 4,180 2,642 Additions for tax positions related to prior years 83 — 50 Reductions for tax positions related to prior years (3,048) (731) (1,196) Settlements — (100) (1,098) Balance at end of year $ 15,741 $ 16,110 $ 12,761 |
Segment Reporting and Geograp_2
Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting and Geographic Information | |
Schedule of sales by end-market | For the year ended December 31, 2023 2022 2021 (in thousands) Sales by end-market Semiconductor $ 412,724 $ 369,369 $ 247,051 Compound Semiconductor 87,258 121,194 106,972 Data Storage 88,473 87,544 168,760 Scientific & Other 77,980 68,030 60,494 Total $ 666,435 $ 646,137 $ 583,277 |
Schedule of sales by geographic region | Net Sales to Unaffiliated Customers Long-lived Tangible Assets 2023 2022 2021 2023 2022 2021 (in thousands) United States $ 162,790 $ 197,433 $ 217,209 $ 117,594 $ 106,550 $ 99,220 EMEA (1) 76,697 87,837 55,129 219 60 94 China 217,942 123,703 105,998 182 70 67 Rest of APAC 208,693 235,735 204,633 464 601 362 Rest of World 313 1,429 308 — — — Total $ 666,435 $ 646,137 $ 583,277 $ 118,459 $ 107,281 $ 99,743 (1) EMEA consists of Europe, the Middle East, and Africa |
Significant Accounting Polici_4
Significant Accounting Policies - Description of Business and Basis of Presentation (Details) - segment | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Significant Accounting Policies | |||||
Number of operating segments | 1 | ||||
Fiscal period duration (in days) | 91 days | 91 days | 91 days | 91 days |
Significant Accounting Polici_5
Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Revenue, practical expedient, incremental cost of obtaining contract | true |
Significant Accounting Polici_6
Significant Accounting Policies - Warranty Costs (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Warranty period | 1 year |
Significant Accounting Polici_7
Significant Accounting Policies - Advertising Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies | |||
Advertising expense | $ 0.4 | $ 0.3 | $ 0.3 |
Significant Accounting Polici_8
Significant Accounting Policies - Accounting for Share-Based Compensation (Details) | Dec. 31, 2023 item |
Significant Accounting Policies | |
Number of awards with which entity has elected to treat awards with only service conditions and with graded vesting | 1 |
Significant Accounting Polici_9
Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies | ||
Allowance for doubtful accounts receivable | $ 1 | $ 0.7 |
Maturity period of irrevocable letters of credit, minimum | 0 days | |
Maturity period of irrevocable letters of credit, maximum | 90 days |
Significant Accounting Polic_10
Significant Accounting Policies - Cash, Cash Equivalents, and Short-term Investments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Significant Accounting Policies | ||
Cash equivalents | $ 97.8 | $ 61.5 |
Cash and cash equivalents maintained outside the United States (as a percent) | 29% | 18% |
Significant Accounting Polic_11
Significant Accounting Policies - Goodwill and Indefinite-Lived Intangibles (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies | |
Number of trading days used in adjusted market capitalization calculation | 10 days |
Basis of Presentation - Recentl
Basis of Presentation - Recently Adopted Accounting Standards (Details) - USD ($) $ in Thousands | Jan. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet line item: | ||||
Long-term debt | $ 274,941 | $ 254,491 | $ 229,438 | |
Additional paid-in capital | 1,202,440 | 1,078,180 | 1,116,921 | |
Accumulated deficit | $ (532,169) | $ (501,801) | (681,283) | |
ASU 2020-06: Debt | ||||
Accounting Changes | ||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | |||
Change in Accounting Principle, Accounting Standards Update, Transition Option Elected | us-gaap:AccountingStandardsUpdate202006CumulativeEffectPeriodOfAdoptionMember | |||
ASU 2020-06: Debt | Cumulative Effect, Period of Adoption, Adjustment | ||||
Balance Sheet line item: | ||||
Long-term debt | 44,260 | |||
Additional paid-in capital | (56,800) | |||
Accumulated deficit | 12,540 | |||
ASU 2020-06: Debt | Cumulative Effect, Period of Adoption, Adjusted Balance | ||||
Balance Sheet line item: | ||||
Long-term debt | 273,698 | |||
Additional paid-in capital | 1,060,121 | |||
Accumulated deficit | $ (668,743) |
Income Per Common Share - Basic
Income Per Common Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | |||
Net income (loss) | $ (30,368) | $ 166,942 | $ 26,038 |
Interest expense associated with convertible notes | 10,832 | ||
Net income (loss) available to common shareholders | $ (30,368) | $ 177,774 | $ 26,038 |
Denominator: | |||
Basic weighted average shares outstanding | 53,769 | 49,906 | 49,073 |
Effect of potentially dilutive share-based awards | 734 | 1,090 | |
Dilutive effect of convertible notes | 14,967 | 3,480 | |
Diluted weighted average shares outstanding | 53,769 | 65,607 | 53,643 |
Net income (loss) per common share: | |||
Basic (in dollars per share) | $ (0.56) | $ 3.35 | $ 0.53 |
Diluted (in dollars per share) | $ (0.56) | $ 2.71 | $ 0.49 |
Income Per Common Share - Share
Income Per Common Share - Shares Excluded from EPS (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive securities | |||
Unvested participating shares excluded from basic weighted average shares outstanding since the securityholders are not obligated to fund losses | 6 | ||
Common share equivalents | |||
Antidilutive securities | |||
Securities excluded from the diluted calculation as their effect would be antidilutive | 850 | ||
Potentially dilutive shares | |||
Antidilutive securities | |||
Securities excluded from the diluted calculation as their effect would be antidilutive | 212 | 815 | 456 |
Convertible Notes | |||
Antidilutive securities | |||
Securities excluded from the diluted calculation as their effect would be antidilutive | 7,319 | 8,421 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Measured on a recurring basis - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Cash equivalents | ||
Total Cash equivalents | $ 97,837 | $ 61,540 |
Short-term investments | ||
Total Short-term investments | 146,664 | 147,488 |
U.S. treasuries | ||
Short-term investments | ||
Total Short-term investments | 59,493 | 62,849 |
Government agency securities | ||
Short-term investments | ||
Total Short-term investments | 41,818 | 27,366 |
Corporate debt | ||
Short-term investments | ||
Total Short-term investments | 35,409 | 41,591 |
Commercial paper | ||
Short-term investments | ||
Total Short-term investments | 9,944 | 15,682 |
Certificate of deposits and time deposits | ||
Cash equivalents | ||
Total Cash equivalents | 74,262 | 61,135 |
Corporate debt | ||
Cash equivalents | ||
Total Cash equivalents | 1,988 | |
Money market cash | ||
Cash equivalents | ||
Total Cash equivalents | 21,587 | 405 |
Level 1 | ||
Cash equivalents | ||
Total Cash equivalents | 95,849 | 61,540 |
Short-term investments | ||
Total Short-term investments | 59,493 | 62,849 |
Level 1 | U.S. treasuries | ||
Short-term investments | ||
Total Short-term investments | 59,493 | 62,849 |
Level 1 | Certificate of deposits and time deposits | ||
Cash equivalents | ||
Total Cash equivalents | 74,262 | 61,135 |
Level 1 | Money market cash | ||
Cash equivalents | ||
Total Cash equivalents | 21,587 | 405 |
Level 2 | ||
Cash equivalents | ||
Total Cash equivalents | 1,988 | |
Short-term investments | ||
Total Short-term investments | 87,171 | 84,639 |
Level 2 | Government agency securities | ||
Short-term investments | ||
Total Short-term investments | 41,818 | 27,366 |
Level 2 | Corporate debt | ||
Short-term investments | ||
Total Short-term investments | 35,409 | 41,591 |
Level 2 | Commercial paper | ||
Short-term investments | ||
Total Short-term investments | 9,944 | $ 15,682 |
Level 2 | Corporate debt | ||
Cash equivalents | ||
Total Cash equivalents | $ 1,988 |
Investments - Available-For-Sal
Investments - Available-For-Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total available-for-sale securities | ||
Amortized Cost | $ 146,775 | $ 148,483 |
Gross Unrealized Gains | 18 | |
Gross Unrealized Losses | (129) | (995) |
Estimated Fair Value | 146,664 | 147,488 |
Available-for-sale securities in a loss position | ||
Investments, Continuous loss position for less than 12 months, Estimated Fair Value | 101,265 | 82,012 |
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses | (114) | (308) |
Investments, Continuous loss position for 12 months or more, Estimated Fair Value | 2,618 | 49,793 |
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses | (15) | (687) |
Contractual maturities - Amortized Cost | ||
Amortized Cost, Due in one year or less | 132,419 | |
Amortized Cost, Due after one year through two years | 14,356 | |
Amortized Cost | 146,775 | 148,483 |
Contractual maturities - Estimated Fair Value | ||
Estimated Fair Value, Due in one year or less | 132,330 | |
Estimated Fair Value, Due after one year through two years | 14,334 | |
Available-for-sale Securities, Debt Securities, Total | 146,664 | 147,488 |
U.S. treasuries | ||
Total available-for-sale securities | ||
Amortized Cost | 59,541 | 63,331 |
Gross Unrealized Gains | 3 | |
Gross Unrealized Losses | (51) | (482) |
Estimated Fair Value | 59,493 | 62,849 |
Available-for-sale securities in a loss position | ||
Investments, Continuous loss position for less than 12 months, Estimated Fair Value | 43,118 | 39,791 |
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses | (50) | (84) |
Investments, Continuous loss position for 12 months or more, Estimated Fair Value | 23,057 | |
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses | (398) | |
Contractual maturities - Amortized Cost | ||
Amortized Cost | 59,541 | 63,331 |
Contractual maturities - Estimated Fair Value | ||
Available-for-sale Securities, Debt Securities, Total | 59,493 | 62,849 |
Government agency securities | ||
Total available-for-sale securities | ||
Amortized Cost | 41,843 | 27,464 |
Gross Unrealized Gains | 6 | |
Gross Unrealized Losses | (31) | (98) |
Estimated Fair Value | 41,818 | 27,366 |
Available-for-sale securities in a loss position | ||
Investments, Continuous loss position for less than 12 months, Estimated Fair Value | 34,885 | 22,528 |
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses | (31) | (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 | 41,843 | 27,464 |
Contractual maturities - Estimated Fair Value | ||
Available-for-sale Securities, Debt Securities, Total | 41,818 | 27,366 |
Corporate debt | ||
Total available-for-sale securities | ||
Amortized Cost | 35,447 | 42,006 |
Gross Unrealized Gains | 9 | |
Gross Unrealized Losses | (47) | (415) |
Estimated Fair Value | 35,409 | 41,591 |
Available-for-sale securities in a loss position | ||
Investments, Continuous loss position for less than 12 months, Estimated Fair Value | 23,262 | 19,693 |
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses | (33) | (138) |
Investments, Continuous loss position for 12 months or more, Estimated Fair Value | 2,618 | 21,898 |
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses | (15) | (277) |
Contractual maturities - Amortized Cost | ||
Amortized Cost | 35,447 | 42,006 |
Contractual maturities - Estimated Fair Value | ||
Available-for-sale Securities, Debt Securities, Total | 35,409 | 41,591 |
Commercial paper | ||
Total available-for-sale securities | ||
Amortized Cost | 9,944 | 15,682 |
Estimated Fair Value | 9,944 | 15,682 |
Contractual maturities - Amortized Cost | ||
Amortized Cost | 9,944 | 15,682 |
Contractual maturities - Estimated Fair Value | ||
Available-for-sale Securities, Debt Securities, Total | $ 9,944 | $ 15,682 |
Investments - Other Investment
Investments - Other Investment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Other Investment | |||
Impairment of equity investments | $ 980 | ||
Separate non-marketable investment | |||
Other Investment | |||
Carrying value of investment | $ 2,000 | $ 2,000 | |
Separate non-marketable investment | Maximum | |||
Other Investment | |||
Percentage ownership of cost method investee | 20% | 20% |
Business Combination - Consider
Business Combination - Consideration (Details) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Business Combination | ||
Additional contingent consideration recognized | $ 701 | |
Contingent consideration payment | 2,500 | |
Epiluvac AB | ||
Business Combination | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | us-gaap:MeasurementInputDiscountRateMember | |
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 | |
Contingent consideration | $ 26,100 | 24,200 |
Additional contingent consideration recognized | 700 | |
Contingent consideration payment | 2,500 | |
Epiluvac AB | Accrued expenses and other current liabilities | ||
Business Combination | ||
Contingent consideration | 1,800 | |
Epiluvac AB | Other liabilities. | ||
Business Combination | ||
Contingent consideration | $ 22,400 | |
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 | Dec. 31, 2023 | Jan. 31, 2023 | Dec. 31, 2022 |
Fair values of the assets acquired and liabilities assumed | |||
Goodwill | $ 214,964 | $ 181,943 | |
Epiluvac AB | |||
Fair values of the assets acquired and liabilities assumed | |||
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 | ||
Contract liabilities | 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 - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2023 | Dec. 31, 2023 | |
Intangible assets | ||
Intangible assets acquired, Amount | $ 28,540 | |
Acquisition related costs | $ 1,100 | |
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 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventories | ||
Materials | $ 139,884 | $ 134,940 |
Work-in-process | 71,278 | 68,765 |
Finished goods | 6,183 | 1,513 |
Evaluation inventory | 20,290 | 1,690 |
Total | $ 237,635 | $ 206,908 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, plant, and equipment | |||
Gross property, plant and equipment | $ 300,833 | $ 279,556 | |
Less: accumulated depreciation and amortization | 182,374 | 172,275 | |
Net property, plant, and equipment | 118,459 | 107,281 | $ 99,743 |
Depreciation expense | 16,500 | 15,600 | $ 13,800 |
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 | $ 61,679 | $ 64,198 | |
Building and improvements | Minimum | |||
Property, plant, and equipment | |||
Average Useful Life | 10 years | 10 years | |
Building and improvements | Maximum | |||
Property, plant, and equipment | |||
Average Useful Life | 40 years | 40 years | |
Machinery and equipment | |||
Property, plant, and equipment | |||
Gross property, plant and equipment | $ 181,180 | $ 155,533 | |
Machinery and equipment | Minimum | |||
Property, plant, and equipment | |||
Average Useful Life | 3 years | 3 years | |
Machinery and equipment | Maximum | |||
Property, plant, and equipment | |||
Average Useful Life | 10 years | 10 years | |
Leaseholds improvements | |||
Property, plant, and equipment | |||
Gross property, plant and equipment | $ 52,913 | $ 54,764 | |
Leaseholds improvements | Minimum | |||
Property, plant, and equipment | |||
Average Useful Life | 3 years | 3 years | |
Leaseholds improvements | Maximum | |||
Property, plant, and equipment | |||
Average Useful Life | 17 years | 17 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 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 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Intangible assets | ||
Average Remaining Amortization Period | 10 years 3 months 18 days | |
Gross Carrying Amount, Intangible assets | $ 537,509 | $ 508,969 |
Accumulated Amortization and Impairment, Intangible assets | 493,564 | 485,082 |
Total Net Intangible Assets | $ 43,945 | 23,887 |
Technology | ||
Intangible assets | ||
Average Remaining Amortization Period | 11 years 10 months 24 days | |
Gross Carrying Amount, Intangible assets | $ 355,928 | 327,908 |
Accumulated Amortization and Impairment, Intangible assets | 321,923 | 316,918 |
Total Net Intangible Assets | $ 34,005 | 10,990 |
Customer relationship | ||
Intangible assets | ||
Average Remaining Amortization Period | 5 years 3 months 18 days | |
Gross Carrying Amount, Intangible assets | $ 146,925 | 146,465 |
Accumulated Amortization and Impairment, Intangible assets | 137,649 | 135,415 |
Total Net Intangible Assets | $ 9,276 | 11,050 |
Trademarks and tradenames | ||
Intangible assets | ||
Average Remaining Amortization Period | 7 months 6 days | |
Gross Carrying Amount, Intangible assets | $ 30,910 | 30,910 |
Accumulated Amortization and Impairment, Intangible assets | 30,269 | 29,063 |
Total Net Intangible Assets | $ 641 | 1,847 |
Other Intangible Assets | ||
Intangible assets | ||
Average Remaining Amortization Period | 7 months 6 days | |
Gross Carrying Amount, Intangible assets | $ 3,746 | 3,686 |
Accumulated Amortization and Impairment, Intangible assets | 3,723 | $ 3,686 |
Total Net Intangible Assets | $ 23 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Estimated aggregate amortization expense | ||
2024 | $ 6,983 | |
2025 | 5,394 | |
2026 | 4,517 | |
2027 | 4,010 | |
2028 | 4,050 | |
Thereafter | 18,991 | |
Total Net Intangible Assets | $ 43,945 | $ 23,887 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Components (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accrued expenses and other current liabilities | ||
Payroll and related benefits | $ 28,321 | $ 30,044 |
Warranty | 8,864 | 8,601 |
Operating lease liabilities | 4,025 | 3,333 |
Interest | 1,149 | 2,853 |
Professional fees | 1,834 | 2,102 |
Sales, use, and other taxes | 1,825 | 2,027 |
Contingent consideration | 1,814 | |
Other | 9,792 | 7,071 |
Total accrued expenses and other current liabilities | $ 57,624 | $ 56,031 |
Operating Lease, Liability, Current, Statement of Financial Position | Total accrued expenses and other current liabilities | Total accrued expenses and other current liabilities |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities - Contract Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in deferred revenue | ||
Contract liability | $ 127.2 | |
Amount of contract liability recognized into revenue | $ 78.4 |
Accrued Expenses and Other Li_5
Accrued Expenses and Other Liabilities - Performance Obligation Amount (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Accrued Expenses and Other Liabilities | |
Remaining performance obligations | $ 195.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Performance obligations | |
Percentage of remaining performance obligation expected to be recognized | 92% |
Accrued Expenses and Other Li_6
Accrued Expenses and Other Liabilities - Performance Obligation Timing (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Liabilities | |
Revenue, Practical Expedient, Remaining Performance Obligation | true |
Minimum | |
Performance obligations | |
Remaining performance obligations, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Performance obligations | |
Remaining performance obligations, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Minimum | |
Performance obligations | |
Remaining performance obligations, expected timing of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Maximum | |
Performance obligations | |
Remaining performance obligations, expected timing of satisfaction | 3 years |
Accrued Expenses and Other Li_7
Accrued Expenses and Other Liabilities - Other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other liabilities | ||
Other liabilities | $ 25,544 | $ 3,098 |
Other liabilities | ||
Other liabilities | ||
Contingent consideration | 22,400 | |
Medical and dental benefits | 1,900 | 2,000 |
Asset retirement obligations | $ 900 | $ 700 |
Commitments and Contingencies -
Commitments and Contingencies - Warranty (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warranty | |||
Balance, beginning of the period | $ 8,601 | $ 7,878 | $ 5,058 |
Warranties issued | 6,479 | 8,304 | 7,102 |
Addition from Epiluvac acquisition | 49 | ||
Consumption of reserves | (7,029) | (7,527) | (5,784) |
Changes in estimate | 764 | (54) | 1,502 |
Balance, end of the period | $ 8,864 | $ 8,601 | $ 7,878 |
Commitments and Contingencies_2
Commitments and Contingencies - Lease terms (Details) | Dec. 31, 2023 |
Leases | |
Lease renewal term | 5 years |
Remaining lease term | 11 years |
Weighted average discount rate (as a percent) | 5.60% |
Commitments and Contingencies_3
Commitments and Contingencies - Minimum lease commitments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Minimum lease commitments, Payments due by period: | ||
2024 | $ 3,692 | |
2025 | 4,130 | |
2026 | 4,087 | |
2027 | 3,639 | |
2028 | 3,422 | |
Thereafter | 30,824 | |
Total future minimum lease payments | 49,794 | |
Less: Imputed interest | (14,240) | |
Total operating lease liabilities | 35,554 | |
Operating lease liability, current | $ 4,025 | $ 3,333 |
Operating Lease, Liability, Current, Statement of Financial Position | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Long-term operating lease liabilities | $ 31,529 | $ 33,581 |
Total operating lease liabilities | $ 35,554 | |
Operating Lease, Liability, Statement of Financial Position | Long-term operating lease liabilities, Accrued expenses and other current liabilities |
Commitments and Contingencies_4
Commitments and Contingencies - Lease costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lease cost | |||
Operating lease cost | $ 5 | $ 7.4 | $ 6.6 |
Variable lease cost | 1.1 | 2 | 1.7 |
Lease expense | 6.1 | 9.4 | 8.4 |
Operating cash flows from operating leases | $ 5.8 | $ 7.5 | 6.6 |
Amount of reimbursement for leasehold improvements | $ 6.1 |
Commitments and Contingencies_5
Commitments and Contingencies - Concentration of Credit Risk (Details) - customer | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable | Credit Concentration Risk | Top Ten Customers | |||
Concentration of Credit Risk | |||
Number of customers | 10 | 10 | |
Concentration risk (as a percent) | 65% | 63% | |
Accounts Receivable | Credit Concentration Risk | Customer B | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 10% | ||
Accounts Receivable | Credit Concentration Risk | Customer C | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 11% | ||
Accounts Receivable | Credit Concentration Risk | Customer D | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 10% | ||
Net Sales | Customer Concentration Risk | Customer A | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 10% | ||
Net Sales | Customer Concentration Risk | Customer B | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 10% | ||
Net Sales | Customer Concentration Risk | Customer E | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 15% |
Commitments and Contingencies_6
Commitments and Contingencies - Receivables (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum | Geographic location, One | |
Concentration of Credit Risk | |
Credit period for accounts receivable | 30 days |
Maximum | Geographic location, One | |
Concentration of Credit Risk | |
Credit period for accounts receivable | 90 days |
Maximum | Geographic location, Two | |
Concentration of Credit Risk | |
Credit period for accounts receivable | 150 days |
Commitments and Contingencies_7
Commitments and Contingencies - Receivable Purchase Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | |
Commitments and Contingencies | |||
Maximum amount of trade receivables to be sold under agreement | $ 30 | ||
Receivables sold | $ 32.7 | $ 13.2 | |
Receivables sold remaining outstanding | 19.9 | ||
Amount of trade receivables available to be sold under agreement | $ 10.1 |
Commitments and Contingencies_8
Commitments and Contingencies - Suppliers (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Purchase Commitments | ||
Deposits with suppliers | $ 19.4 | $ 9.4 |
Commitments and Contingencies_9
Commitments and Contingencies - Purchase Commitments and Bank Guarantees (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Purchase commitments | |
Purchase commitments due within one year | $ 200.4 |
Bank guarantees | |
Bank guarantees and letters of credit outstanding | 19.6 |
Unused bank guarantees and letters of credit | $ 13 |
Debt - 2023. 2025, 2027 and 202
Debt - 2023. 2025, 2027 and 2029 Notes (Details) - USD ($) $ in Thousands, shares in Millions | 12 Months Ended | ||||||||
May 19, 2023 | Nov. 05, 2021 | Nov. 11, 2020 | May 18, 2020 | Jan. 10, 2017 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 17, 2020 | |
Debt | |||||||||
Principal amount | $ 281,500 | $ 277,673 | |||||||
Proceeds from issuance of Notes, net of issuance cost | 223,202 | ||||||||
Cash paid for repurchase of notes | 218,991 | $ 115,604 | |||||||
Loss on extinguishment of debt | 97,091 | 4,029 | |||||||
Reduction of additional paid-in capital for extinguishment of equity component of note repurchased/exchanged | 6,080 | ||||||||
2023 Notes | |||||||||
Debt | |||||||||
Principal amount | $ 345,000 | 20,173 | |||||||
Interest rate (as a percent) | 2.70% | ||||||||
Proceeds from issuance of Notes, net of issuance cost | $ 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 | |||||||
Reduction of additional paid-in capital for extinguishment of equity component of note repurchased/exchanged | 6,100 | ||||||||
Accrued and unpaid interest | $ 1,000 | ||||||||
2023 Notes | Other income (expense), net | |||||||||
Debt | |||||||||
Loss on extinguishment of debt | $ 4,000 | ||||||||
2025 Notes and 2027 Notes | |||||||||
Debt | |||||||||
Repurchased and retired amount | $ 198,800 | ||||||||
2025 Notes | |||||||||
Debt | |||||||||
Principal amount | 26,500 | 132,500 | $ 132,500 | ||||||
Interest rate (as a percent) | 3.50% | ||||||||
Repurchased and retired amount | 106,000 | ||||||||
Carrying amount of debt extinguished | 105,400 | ||||||||
Cash paid for repurchase of notes | $ 106,000 | ||||||||
Number of shares of common stock used for repurchase of notes | 0.7 | ||||||||
2025 Notes | Other income (expense), net | |||||||||
Debt | |||||||||
Loss on extinguishment of debt | 16,500 | ||||||||
2027 Notes | |||||||||
Debt | |||||||||
Principal amount | $ 125,000 | 25,000 | $ 125,000 | ||||||
Interest rate (as a percent) | 3.75% | ||||||||
Proceeds from issuance of Notes, net of issuance cost | $ 121,900 | ||||||||
Repurchased and retired amount | $ 100,000 | ||||||||
Carrying amount of debt extinguished | 98,500 | ||||||||
Cash paid for repurchase of notes | $ 92,800 | ||||||||
Number of shares of common stock used for repurchase of notes | 3.8 | ||||||||
Purchase of capped calls | $ 10,300 | ||||||||
2027 Notes | Other income (expense), net | |||||||||
Debt | |||||||||
Loss on extinguishment of debt | 80,600 | ||||||||
2029 Notes | |||||||||
Debt | |||||||||
Principal amount | $ 230,000 | $ 230,000 | |||||||
Interest rate (as a percent) | 2.875% | ||||||||
Proceeds from issuance of Notes, net of issuance cost | $ 223,200 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) | 3 Months Ended | 12 Months Ended | |||||
May 19, 2023 USD ($) $ / shares | Nov. 17, 2020 USD ($) $ / shares | May 18, 2020 USD ($) $ / shares | Jan. 10, 2017 USD ($) | Dec. 31, 2023 D | Dec. 31, 2023 USD ($) D | Dec. 31, 2021 USD ($) | |
Debt | |||||||
Transaction costs | $ 835,000 | ||||||
Convertible Notes | |||||||
Debt | |||||||
Multiples of principal holders may convert | 1,000 | ||||||
Trading days threshold | D | 20 | ||||||
Number of consecutive trading days, scenario one | D | 30 | ||||||
Stock price conversion trigger (as a percent) | 130% | ||||||
Number of consecutive trading days, scenario two | 5 | ||||||
Trading price conversion trigger (as a percent) | 98% | ||||||
2023 Notes | |||||||
Debt | |||||||
Transaction costs | $ 9,200,000 | ||||||
Measurement input | 0.070 | ||||||
Long-term Debt, Measurement Input | us-gaap:MeasurementInputDiscountRateMember | ||||||
Debt discount | $ 72,500,000 | ||||||
Transaction costs allocated to the equity component | $ 1,900,000 | ||||||
2025 Notes | |||||||
Debt | |||||||
Conversion rate | 0.0416667 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 24 | ||||||
Transaction costs | $ 1,900,000 | ||||||
Measurement input | 0.080 | ||||||
Long-term Debt, Measurement Input | us-gaap:MeasurementInputDiscountRateMember | ||||||
Debt discount | $ 21,000,000 | ||||||
Transaction costs allocated to the equity component | $ 300,000 | ||||||
2027 Notes | |||||||
Debt | |||||||
Conversion rate | 0.0715372 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 13.98 | ||||||
Number of consecutive trading days, scenario one | D | 30 | ||||||
Stock price conversion trigger (as a percent) | 130% | ||||||
Transaction costs | $ 3,100,000 | ||||||
Measurement input | 0.091 | ||||||
Long-term Debt, Measurement Input | us-gaap:MeasurementInputDiscountRateMember | ||||||
Debt discount | $ 34,200,000 | ||||||
Transaction costs allocated to the equity component | $ 800,000 | ||||||
2029 Notes | |||||||
Debt | |||||||
Conversion rate | 0.03421852 | ||||||
Conversion price (in dollars per share) | $ / shares | $ 29.22 | ||||||
Transaction costs | $ 6,800,000 |
Debt - Carrying Value (Details)
Debt - Carrying Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | May 19, 2023 | Dec. 31, 2022 | Nov. 17, 2020 | May 18, 2020 | Jan. 10, 2017 |
Debt | ||||||
Principal amount | $ 281,500 | $ 277,673 | ||||
Unamortized debt discount/transaction costs | (6,559) | (3,013) | ||||
Net carrying value | 274,941 | 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 | 26,500 | 132,500 | $ 132,500 | |||
Unamortized debt discount/transaction costs | (102) | (990) | ||||
Net carrying value | 26,398 | 131,510 | ||||
2027 Notes | ||||||
Debt | ||||||
Principal amount | 25,000 | 125,000 | $ 125,000 | |||
Unamortized debt discount/transaction costs | (313) | (2,019) | ||||
Net carrying value | 24,687 | $ 122,981 | ||||
2029 Notes | ||||||
Debt | ||||||
Principal amount | 230,000 | $ 230,000 | ||||
Unamortized debt discount/transaction costs | (6,144) | |||||
Net carrying value | $ 223,856 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Non-Cash Interest Expense | |||
Amortization of debt discount/transaction costs | $ 1,118 | $ 962 | $ 13,819 |
Total Interest Expense | 9,964 | 10,832 | 26,282 |
2023 Notes | |||
Cash Interest Expense | |||
Coupon interest expense | 23 | 545 | 3,138 |
Non-Cash Interest Expense | |||
Amortization of debt discount/transaction costs | 4 | 97 | 4,932 |
2025 Notes | |||
Cash Interest Expense | |||
Coupon interest expense | 2,360 | 4,637 | 4,637 |
Non-Cash Interest Expense | |||
Amortization of debt discount/transaction costs | 240 | 457 | 4,795 |
Estimated fair value | $ 36,500 | ||
Convertible Debt, Fair Value by Fair Value Hierarchy Level | Level 2 | ||
2027 Notes | |||
Cash Interest Expense | |||
Coupon interest expense | $ 2,385 | 4,688 | 4,688 |
Non-Cash Interest Expense | |||
Amortization of debt discount/transaction costs | 220 | $ 408 | $ 4,092 |
Estimated fair value | $ 57,600 | ||
Convertible Debt, Fair Value by Fair Value Hierarchy Level | Level 2 | ||
2029 Notes | |||
Cash Interest Expense | |||
Coupon interest expense | $ 4,078 | ||
Non-Cash Interest Expense | |||
Amortization of debt discount/transaction costs | 654 | ||
Estimated fair value | $ 298,000 | ||
Convertible Debt, Fair Value by Fair Value Hierarchy Level | Level 2 |
Debt - Capped Call Transactions
Debt - 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 |
Debt - Revolving Credit Facilit
Debt - Revolving Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 16, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Credit Facility | |||
Debt | |||
Borrowing capacity | $ 150,000 | ||
Debt instrument term | 5 years | ||
Additional increase in borrowing subject to certain conditions | $ 75,000 | ||
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 | $ 15,000 |
Stockholders' Equity - AOCI Rol
Stockholders' Equity - AOCI Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in the balances of each component of AOCI | |||
Balance at the beginning of the period | $ 577,824 | $ 437,628 | $ 408,374 |
Other comprehensive income (loss) | 679 | (555) | (363) |
Balance at the end of the period | 672,442 | 577,824 | 437,628 |
Accumulated Other Comprehensive Income | |||
Changes in the balances of each component of AOCI | |||
Balance at the beginning of the period | 928 | 1,483 | 1,846 |
Other comprehensive income (loss) | 679 | (555) | (363) |
Balance at the end of the period | 1,607 | 928 | 1,483 |
Foreign Currency Translation | |||
Changes in the balances of each component of AOCI | |||
Balance at the beginning of the period | 1,773 | 1,814 | 1,866 |
Other comprehensive income (loss) | (12) | (41) | (52) |
Balance at the end of the period | 1,761 | 1,773 | 1,814 |
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) | (331) | (20) |
Other comprehensive income (loss) | 691 | (514) | (311) |
Balance at the end of the period | $ (154) | $ (845) | $ (331) |
Stockholders' Equity - Preferre
Stockholders' Equity - Preferred Stock (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Stockholders' Equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 0 | 0 |
Stock Plans - 2019 Plan (Detail
Stock Plans - 2019 Plan (Details) - shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based compensation | ||||
Number of options outstanding (in shares) | 10 | 177 | 443 | 730 |
2019 Plan | ||||
Share-based compensation | ||||
Number of shares authorized | 17,800 | |||
Employee Stock Option | 2019 Plan | ||||
Share-based compensation | ||||
Vesting period | 3 years | |||
Employee Stock Option | 2019 Plan | Minimum | ||||
Share-based compensation | ||||
Expiration term | 7 years | |||
Employee Stock Option | 2019 Plan | Maximum | ||||
Share-based compensation | ||||
Expiration term | 10 years | |||
Restricted Stock Awards and Restricted Stock Units | 2019 Plan | Minimum | ||||
Share-based compensation | ||||
Vesting period | 1 year | |||
Restricted Stock Awards and Restricted Stock Units | 2019 Plan | Maximum | ||||
Share-based compensation | ||||
Vesting period | 5 years | |||
RSUs and PSUs | 2019 Plan | ||||
Share-based compensation | ||||
Number of awards outstanding (in shares) | 1,700 |
Stock Plans - ESPP (Details)
Stock Plans - ESPP (Details) - ESPP shares in Thousands | 12 Months Ended |
Dec. 31, 2016 shares | |
Share-based compensation | |
Number of shares authorized | 2,250 |
Share price (as a percent) | 85% |
Offer period | 6 months |
Stock Plans - Shares Reserved f
Stock Plans - Shares Reserved for Future Issuance (Details) shares in Millions | Dec. 31, 2023 shares |
2019 Plan | |
Shares reserved for future issuance | |
Total shares reserved | 4.5 |
ESPP | |
Shares reserved for future issuance | |
Total shares reserved | 0.4 |
Stock Plans - Recognized Share-
Stock Plans - Recognized Share-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Recognized share-based compensation | |||
Total share-based compensation expense | $ 28,558 | $ 22,994 | $ 15,249 |
Share-based compensation tax benefit | 3,900 | 4,500 | |
Cost of Sales | |||
Recognized share-based compensation | |||
Total share-based compensation expense | 4,913 | 4,551 | 2,373 |
Research and development | |||
Recognized share-based compensation | |||
Total share-based compensation expense | 8,994 | 6,682 | 3,850 |
Selling, general and administrative | |||
Recognized share-based compensation | |||
Total share-based compensation expense | $ 14,651 | $ 11,761 | $ 9,026 |
Stock Plans - Unrecognized Shar
Stock Plans - Unrecognized Share-based Compensation Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Unrecognized share-based compensation costs | |
Unrecognized Share-Based Compensation Costs | $ 37,270 |
Weighted Average Period Expected to be Recognized | 1 year 9 months 18 days |
Restricted stock units | |
Unrecognized share-based compensation costs | |
Unrecognized Share-Based Compensation Costs | $ 19,428 |
Weighted Average Period Expected to be Recognized | 2 years 1 month 6 days |
Restricted stock | |
Unrecognized share-based compensation costs | |
Unrecognized Share-Based Compensation Costs | $ 9,967 |
Weighted Average Period Expected to be Recognized | 1 year 2 months 12 days |
Performance Share Units | |
Unrecognized share-based compensation costs | |
Unrecognized Share-Based Compensation Costs | $ 7,875 |
Weighted Average Period Expected to be Recognized | 1 year 9 months 18 days |
Stock Plans - Stock Option Acti
Stock Plans - Stock Option Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 177 | 443 | 730 |
Exercised (in shares) | (2) | (2) | |
Expired (in shares) | (165) | (266) | (285) |
Outstanding at the end of the period (in shares) | 10 | 177 | 443 |
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 30.94 | $ 32.15 | $ 35.26 |
Exercised (in dollars per share) | 30.47 | 23.36 | |
Expired (in dollars per share) | 30.53 | 32.95 | 40.16 |
Outstanding at the end of the period (in dollars per share) | $ 37.42 | $ 30.94 | $ 32.15 |
Weighted average remaining contractual life of outstanding stock options | 6 months |
Stock Plans - Stock options exe
Stock Plans - Stock options exercised (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Stock Plans | ||
Cash received from options exercised | $ 56 | $ 37 |
Intrinsic value of options exercised | $ 56 | $ 6 |
Stock Plans - Restricted shares
Stock Plans - Restricted shares and performance shares (Details) - RSAs, RSUs, PSAs and PSUs - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 2,496 | 2,083 | 2,040 |
Granted (in shares) | 1,282 | 1,253 | 1,031 |
Performance award adjustments (in shares) | 183 | 85 | 159 |
Vested (in shares) | (1,364) | (844) | (1,014) |
Forfeited (in shares) | (133) | (81) | (133) |
Outstanding at the end of the period (in shares) | 2,464 | 2,496 | 2,083 |
Weighted Average Grant Date Fair Value | |||
Outstanding at the beginning of the period (in dollars per share) | $ 23.83 | $ 17.33 | $ 12.73 |
Granted (in dollars per share) | 23.83 | 29.12 | 24.26 |
Performance award adjustments (in dollars per share) | 10.59 | 14.03 | 18.38 |
Vested (in dollars per share) | 17.47 | 15 | 15.50 |
Forfeited (in dollars per share) | 29.29 | 20.18 | 15.08 |
Outstanding at the end of the period (in dollars per share) | $ 26.19 | $ 23.83 | $ 17.33 |
Total fair value of shares vested | $ 30.3 | $ 22.1 | $ 22.8 |
Minimum | |||
Weighted Average Grant Date Fair Value | |||
Vesting period | 1 year | ||
Maximum | |||
Weighted Average Grant Date Fair Value | |||
Vesting period | 4 years |
Stock Plans - Performance Award
Stock Plans - Performance Awards Assumptions (Details) - Performance awards with market conditions - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Assumptions | |||
Weighted average fair value (in dollars per share) | $ 32.25 | $ 45.28 | $ 27.81 |
Dividend yield (as a percent) | 0% | 0% | 0% |
Expected volatility factor (as a percent) | 54% | 58% | 63% |
Risk-free interest rate (as a percent) | 3.84% | 2.13% | 0.34% |
Expected life (in years) | 3 years | 3 years | 3 years |
Stock Plans - ESPP FV Assumptio
Stock Plans - ESPP FV Assumptions (Details) - ESPP - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based compensation | |||
Cash proceeds | $ 4.6 | $ 3.7 | $ 3.4 |
Number of shares issued | 258,153 | 208,140 | 196,024 |
Assumptions | |||
Weighted average fair value (in dollars per share) | $ 5.77 | $ 6 | $ 5.90 |
Dividend yield (as a percent) | 0% | 0% | 0% |
Expected volatility factor (as a percent) | 42% | 43% | 52% |
Risk-free interest rate (as a percent) | 5.03% | 1.73% | 0.07% |
Expected life (in years) | 6 months | 6 months | 6 months |
Retirement Plans - Defined Cont
Retirement Plans - Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined contribution plan disclosures | |||
Employer's matching contribution for every dollar the employees contribute (as a percent) | 50% | ||
Employer's matching contribution, vesting period (in years) | 5 years | ||
Aggregate employer's contribution to pension plans | $ 3.4 | $ 3 | $ 2.6 |
Maximum | |||
Defined contribution plan disclosures | |||
Employer's contribution as a percentage of employee's eligible compensation | 3% |
Income Taxes - Income Attributa
Income Taxes - Income Attributable to Domestic and Foreign Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income (loss) from continuing operations before income taxes | |||
Domestic | $ (33,383) | $ 47,368 | $ 23,561 |
Foreign | 5,045 | 3,617 | 2,119 |
Income (loss) before income taxes | $ (28,338) | $ 50,985 | $ 25,680 |
Income Taxes - Components of Ex
Income Taxes - Components of Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 3,299 | ||
Foreign | 1,136 | $ 1,506 | $ 183 |
State and local | (194) | 577 | 110 |
Total current expense (benefit) for income taxes | 4,241 | 2,083 | 293 |
Deferred: | |||
Federal | (3,026) | (96,811) | 119 |
Foreign | 512 | (484) | (507) |
State and local | 303 | (20,745) | (263) |
Total deferred expense (benefit) for income taxes | (2,211) | (118,040) | (651) |
Total expense (benefit) for income taxes | $ 2,030 | $ (115,957) | $ (358) |
Income Taxes - Reconciliation t
Income Taxes - Reconciliation to Statutory Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Income tax expense (benefit) at U.S. statutory rates | $ (5,951) | $ 10,706 | $ 5,393 |
State taxes, net of U.S. federal impact | 1,073 | 1,101 | (607) |
Effect of international operations | (7,668) | (11,149) | 609 |
Research and development tax credit | (7,287) | (6,470) | (3,964) |
Net change in valuation allowance | 662 | (104,972) | (2,389) |
Change in accrual for unrecognized tax benefits | (369) | 3,349 | 398 |
Share-based compensation | 2,084 | 606 | 1,208 |
Extinguishment of debt | 19,289 | (1,090) | |
Adoption of new accounting standard | (9,295) | ||
Other | 197 | 167 | 84 |
Total expense (benefit) for income taxes | $ 2,030 | $ (115,957) | $ (358) |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred tax assets: | |||
Inventory valuation | $ 12,682 | $ 11,931 | |
Net operating losses | 5,841 | 5,647 | |
Credit carry forwards | 49,086 | 59,988 | |
Warranty and installation accruals | 1,766 | 1,862 | |
Share-based compensation | 4,637 | 5,267 | |
Contract liabilities | 19,785 | 24,504 | |
Operating leases | 8,034 | 8,349 | |
Research and experimental ("R&E") capitalization | 34,504 | 19,071 | |
Other | 4,885 | 6,553 | |
Total deferred tax assets | 141,220 | 143,172 | |
Valuation allowance | (11,745) | (11,083) | |
Net deferred tax assets | 129,475 | 132,089 | |
Deferred tax liabilities: | |||
Purchased intangible assets | 14,166 | 8,724 | |
Convertible Senior Notes | (39) | ||
Operating leases | 5,548 | 5,994 | |
Depreciation | (1,588) | 2,346 | |
Total deferred tax liabilities | 18,126 | 17,025 | |
Net deferred taxes, asset | 111,349 | 115,064 | |
Accrual for foreign tax withholdings on unremitted earnings | 1,000 | ||
Income tax expense (benefit) | |||
Income tax expense (benefit) | 2,030 | $ (115,957) | $ (358) |
Income tax expense from operations excluding loss on extinguishment of notes | 16,200 | ||
Income tax expense for share based compensation | 2,000 | ||
Benefit related to Foreign-Derived Intangible Income | 7,500 | ||
Benefit associated with current year research and development tax credit | 7,700 | ||
Tax benefit associated with the loss on extinguishment of convertible notes | $ 1,000 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Federal | Research and development tax credit carryforward | |
Tax credit carryforward | |
Tax credit carry forwards | $ 34.9 |
State and local | |
Tax credit carryforward | |
Tax credit carry forwards | $ 33.6 |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating loss carryforwards disclosures | ||
Net deferred tax asset | $ 5,841 | $ 5,647 |
State and local | ||
Operating loss carryforwards disclosures | ||
Net operating loss carryforwards | 56,800 | |
Net deferred tax asset | $ 4,000 |
Income Taxes - Uncertain Tax Po
Income Taxes - Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in unrecognized tax benefits | |||
Balance at beginning of year | $ 16,110 | $ 12,761 | $ 12,363 |
Additions for tax positions related to current year | 2,596 | 4,180 | 2,642 |
Additions for tax positions related to prior years | 83 | 50 | |
Reductions for tax positions related to prior years | (3,048) | (731) | (1,196) |
Settlements | (100) | (1,098) | |
Balance at end of year | 15,741 | 16,110 | $ 12,761 |
Unrecognized tax benefits that would impact effective tax rate if recognized | 13,900 | ||
Accrued interest and penalties | $ 600 | $ 500 |
Segment Reporting and Geograp_3
Segment Reporting and Geographic Information - Segment (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Revenue reporting by end-market and geographic region | |||
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Net sales | $ 666,435 | $ 646,137 | $ 583,277 |
Semiconductor | |||
Revenue reporting by end-market and geographic region | |||
Net sales | 412,724 | 369,369 | 247,051 |
Compound Semiconductor | |||
Revenue reporting by end-market and geographic region | |||
Net sales | 87,258 | 121,194 | 106,972 |
Data Storage | |||
Revenue reporting by end-market and geographic region | |||
Net sales | 88,473 | 87,544 | 168,760 |
Scientific & Other | |||
Revenue reporting by end-market and geographic region | |||
Net sales | $ 77,980 | $ 68,030 | $ 60,494 |
Segment Reporting and Geograp_4
Segment Reporting and Geographic Information - Geographic (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue reporting by end-market and geographic region | |||
Net sales | $ 666,435 | $ 646,137 | $ 583,277 |
Long-lived tangible assets | 118,459 | 107,281 | 99,743 |
UNITED STATES | |||
Revenue reporting by end-market and geographic region | |||
Net sales | 162,790 | 197,433 | 217,209 |
Long-lived tangible assets | 117,594 | 106,550 | 99,220 |
EMEA | |||
Revenue reporting by end-market and geographic region | |||
Net sales | 76,697 | 87,837 | 55,129 |
Long-lived tangible assets | 219 | 60 | 94 |
China | |||
Revenue reporting by end-market and geographic region | |||
Net sales | 217,942 | 123,703 | 105,998 |
Long-lived tangible assets | 182 | 70 | 67 |
Rest of APAC | |||
Revenue reporting by end-market and geographic region | |||
Net sales | 208,693 | 235,735 | 204,633 |
Long-lived tangible assets | 464 | 601 | 362 |
Rest Of World | |||
Revenue reporting by end-market and geographic region | |||
Net sales | $ 313 | $ 1,429 | $ 308 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | $ 11,819 | $ 116,790 | $ 119,179 |
Charged (Credited) to Costs and Expenses | 978 | (104,971) | |
Deductions | (66) | (2,389) | |
Balance at End of Period | 12,731 | 11,819 | 116,790 |
Allowance for doubtful accounts | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | 736 | 736 | 736 |
Charged (Credited) to Costs and Expenses | 316 | ||
Deductions | (66) | ||
Balance at End of Period | 986 | 736 | 736 |
Valuation allowance in net deferred tax assets | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Period | 11,083 | 116,054 | 118,443 |
Charged (Credited) to Costs and Expenses | 662 | (104,971) | |
Deductions | (2,389) | ||
Balance at End of Period | $ 11,745 | $ 11,083 | $ 116,054 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (30,368) | $ 166,942 | $ 26,038 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |