VEECO INSTRUMENTS INC, 10-Q filed on 8/8/2022
Quarterly Report
v3.22.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2022
Aug. 01, 2022
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2022  
Document Transition Report false  
Entity File Number 0-16244  
Entity Registrant Name VEECO INSTRUMENTS INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 11-2989601  
Entity Address, Address Line One Terminal Drive  
Entity Address, City or Town Plainview  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 11803  
City Area Code 516  
Local Phone Number 677-0200  
Title of 12(b) Security Common Stock  
Trading Symbol VECO  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   51,425,233
Entity Central Index Key 0000103145  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.22.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 116,916 $ 119,747
Restricted cash 727 725
Short-term investments 113,159 104,181
Accounts receivable, net 126,881 109,609
Contract assets 17,367 18,293
Inventories 176,491 170,858
Prepaid expenses and other current assets 17,743 25,974
Total current assets 569,284 549,387
Property, plant, and equipment, net 105,031 99,743
Operating lease right-of-use assets 26,405 28,813
Intangible assets, net 28,896 33,905
Goodwill 181,943 181,943
Deferred income taxes 1,639 1,639
Other assets 3,454 3,546
Total assets 916,652 898,976
Current liabilities:    
Accounts payable 47,074 44,456
Accrued expenses and other current liabilities 56,918 79,752
Customer deposits and deferred revenue 74,560 63,136
Income taxes payable 1,598 1,860
Current portion of long-term debt 20,120  
Total current liabilities 200,270 189,204
Deferred income taxes 4,774 4,792
Long-term debt 254,055 229,438
Long-term operating lease liabilities 31,772 32,834
Other liabilities 5,044 5,080
Total liabilities 495,915 461,348
Stockholders' equity:    
Preferred stock, $0.01 par value; 500,000 shares authorized; no shares issued and outstanding.
Common stock, $0.01 par value; 120,000,000 shares authorized; 51,425,233 shares issued and outstanding at June 30, 2022 and 50,652,864 shares issued and outstanding at December 31, 2021 515 507
Additional paid-in capital 1,065,590 1,116,921
Accumulated deficit (645,757) (681,283)
Accumulated other comprehensive income 389 1,483
Total stockholders' equity 420,737 437,628
Total liabilities and stockholders' equity $ 916,652 $ 898,976
v3.22.2
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2022
Dec. 31, 2021
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 51,425,233 50,652,864
Common stock, shares outstanding 51,425,233 50,652,864
v3.22.2
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Consolidated Statements of Operations        
Net sales $ 163,999 $ 146,344 $ 320,425 $ 280,059
Cost of sales 99,732 86,178 190,146 164,978
Gross profit 64,267 60,166 130,279 115,081
Operating expenses, net:        
Research and development 26,016 22,553 50,133 44,398
Selling, general, and administrative 22,950 21,466 45,844 41,722
Amortization of intangible assets 2,505 2,976 5,009 6,330
Other operating expense (income), net (27) (81) (47) (36)
Total operating expenses, net 51,444 46,914 100,939 92,414
Operating income 12,823 13,252 29,340 22,667
Interest income 213 235 302 370
Interest expense (2,848) (6,820) (5,740) (13,578)
Income before income taxes 10,188 6,667 23,902 9,459
Income tax expense (benefit) 533 319 917 617
Net income $ 9,655 $ 6,348 $ 22,985 $ 8,842
Income per common share:        
Basic (in dollars per share) $ 0.19 $ 0.13 $ 0.46 $ 0.18
Diluted (in dollars per share) $ 0.18 $ 0.12 $ 0.43 $ 0.17
Weighted average number of shares:        
Basic (in shares) 49,697 48,743 49,702 48,758
Diluted (in shares) 59,455 53,942 59,521 53,539
v3.22.2
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Consolidated Statements of Comprehensive Income        
Net income $ 9,655 $ 6,348 $ 22,985 $ 8,842
Other comprehensive income (loss), net of tax:        
Unrealized gain (loss) on available-for-sale securities (224) (15) (1,043) (4)
Change in currency translation adjustments (48) (9) (51) (39)
Total other comprehensive income (loss), net of tax (272) (24) (1,094) (43)
Total comprehensive income $ 9,383 $ 6,324 $ 21,891 $ 8,799
v3.22.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Cash Flows from Operating Activities    
Net income $ 22,985 $ 8,842
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Depreciation and amortization 12,749 13,189
Non-cash interest expense 477 7,100
Deferred income taxes (18) 17
Share-based compensation expense 10,759 7,605
Changes in operating assets and liabilities:    
Accounts receivable and contract assets (16,346) (21,158)
Inventories (5,873) (18,298)
Prepaid expenses and other current assets 8,231 4,489
Accounts payable and accrued expenses (17,613) 14,046
Customer deposits and deferred revenue 11,424 3,334
Income taxes receivable and payable, net (263) 449
Other, net 1,657 1,114
Net cash provided by (used in) operating activities 28,169 20,729
Cash Flows from Investing Activities    
Capital expenditures (15,420) (9,082)
Proceeds from the sale of investments 23,335 130,398
Payments for purchases of investments (33,876) (156,020)
Net cash provided by (used in) investing activities (25,961) (34,704)
Cash Flows from Financing Activities    
Proceeds (net of tax withholdings) from option exercises and employee stock purchase plan 2,129 1,865
Restricted stock tax withholdings (7,115) (2,747)
Net cash provided by (used in) financing activities (4,986) (882)
Effect of exchange rate changes on cash and cash equivalents (51) (39)
Net increase (decrease) in cash, cash equivalents, and restricted cash (2,829) (14,896)
Cash, cash equivalents, and restricted cash - beginning of period 120,472 130,283
Cash, cash equivalents, and restricted cash - end of period 117,643 115,387
Supplemental Disclosure of Cash Flow Information    
Interest paid 5,037 4,160
Income taxes paid (refunds received) 1,083 (196)
Non-cash activities    
Capital expenditures included in accounts payable and accrued expenses 6,464 15,400
Net transfer of inventory to property, plant and equipment 237  
Right-of-use assets obtained in exchange for lease obligations $ 258 $ 20,353
v3.22.2
Basis of Presentation
6 Months Ended
Jun. 30, 2022
Significant Accounting Policies  
Basis of Presentation

Note 1 — Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Veeco have been prepared in accordance with U.S. GAAP as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 270 for interim financial information and with the instructions to Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as the interim information is an update of the information that was presented in Veeco’s most recent annual financial statements. For further information, refer to Veeco’s Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal, recurring nature.

Veeco reports interim quarters on a 13-week basis ending on the last Sunday of each quarter. The fourth quarter always ends on the last day of the calendar year, December 31. The 2022 interim quarters end on April 3, July 3, and October 2, and the 2021 interim quarters ended on April 4, July 4, and October 3. These interim quarters are reported as March 31, June 30, and September 30 in Veeco’s interim consolidated financial statements.

The preparation of financial statements in conformity with U.S GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. In particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company’s business and markets, including the Company’s workforce and operations and the operations of the Company’s customers, suppliers, and business partners. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including sales, expenses, manufacturing, research and development costs, reserves and allowances, fair value measurements, and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or address its impact, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

Revenue Recognition

Revenue is recognized upon the transfer of control of the promised product or service to the customer in an amount that reflects the consideration the Company expects to receive in exchange for such product or service. The Company’s contracts with customers generally do not contain variable consideration. In the rare instances where variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price. The Company’s contracts with customers frequently contain multiple deliverables, such as systems, upgrades, components, spare parts, installation, maintenance, and service plans. Judgment is required to properly identify the performance obligations within a contract and to determine how the revenue should be allocated among the performance obligations. The Company also evaluates whether multiple transactions with the same customer or related parties should be considered part of a single contract based on an assessment of whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of one another.

   

When there are separate units of accounting, the Company allocates revenue to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling prices are determined based on the prices at which the Company separately sells the systems, upgrades, components, spare parts, installation, maintenance, and service plans. For items

that are not sold separately, the Company estimates stand-alone selling prices generally using an expected cost plus margin approach.

   

Most of the Company’s revenue is recognized at a point in time when the performance obligation is satisfied. The Company considers many facts when evaluating each of its sales arrangements to determine the timing of revenue recognition, including its contractual obligations and the nature of the customer’s post-delivery acceptance provisions. The Company’s system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For many of these arrangements, a customer source inspection of the system is performed in the Company’s facility, test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery, or other quality assurance testing is performed internally to ensure system functionality prior to shipment. Historically, such source inspection or test data replicates the field acceptance provisions that are performed at the customer’s site prior to final acceptance of the system. When the Company objectively demonstrates that the criteria specified in the contractual acceptance provisions are achieved prior to delivery either through customer testing or the Company’s historical experience of its tools meeting specifications, transfer of control of the product to the customer is considered to have occurred and revenue is recognized upon system delivery since there is no substantive contingency remaining related to the acceptance provisions at that date. For new products, new applications of existing products, or for products with substantive customer acceptance provisions where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred. The Company recognizes such revenue and costs upon obtaining objective evidence that the acceptance provisions can be achieved, assuming all other revenue recognition criteria have been met.

   

In certain cases the Company’s contracts with customers contain a billing retention, which is billed by the Company and payable by the customer when field acceptance provisions are completed. Revenue recognized in advance of the amount that has been billed is recorded as a contract asset on the Consolidated Balance Sheets.

   

The Company recognizes revenue related to maintenance and service contracts over time based upon the respective contract term. Installation revenue is recognized over time as the installation services are performed. The Company recognizes revenue from the sales of components, spare parts, and specified service engagements at a point in time, which is typically consistent with the time of delivery in accordance with the terms of the applicable sales arrangement.

   

The Company may receive customer deposits on system transactions. The timing of the transfer of goods or services related to the deposits is either at the discretion of the customer or generally expected to be within one year from the deposit receipt. As such, the Company does not adjust transaction prices for the time value of money. Incremental direct costs incurred related to the acquisition of a customer contract, such as sales commissions, are expensed as incurred since the expected amortization period is one year or less.

The Company has elected to treat shipping and handling costs as a fulfillment activity, and the Company includes such costs in cost of sales when the Company recognizes revenue for the related goods. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Each quarter the Company assesses the valuation and recoverability of all inventories: materials (raw materials, spare parts, and service inventory); work-in-process; and finished goods. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials, and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of

inventory, which would be reflected in cost of sales in the period the revision is made. Inventory acquired as part of a business combination is recorded at fair value on the date of acquisition.

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 are 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 will reduce 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

 

(56,801)

 

1,060,120

Accumulated deficit

(681,283)

 

12,541

 

(668,742)

The adoption of ASU 2020-06 resulted in the following adjustments to the Company’s calculations of basic and diluted income per share for the three and six months ended June 30, 2022:

Three months ended June 30, 2022

    

Six months ended June 30, 2022

Under

Under

Under

Under

ASU 2020-06

    

legacy accounting

    

Difference

ASU 2020-06

    

legacy accounting

    

Difference

Income per common share:

Basic income per common share

$

0.19

$

0.15

$

0.04

$

0.46

$

0.37

$

0.09

Diluted income per common share

0.18

0.14

0.04

0.43

0.33

0.10

The adoption of ASU 2020-06 did not materially impact the Company’s cash flows or compliance with debt covenants.

i

v3.22.2
Income Per Common Share
6 Months Ended
Jun. 30, 2022
Income Per Common Share  
Income Per Common Share

Note 2 — Income Per Common Share

Basic income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted income per share is calculated by dividing net income available to common shareholders by the weighted average number of shares used to calculate basic income per share plus the weighted average number of common share equivalents outstanding during the period. The dilutive effect of outstanding options to purchase common stock and share-based awards is considered in diluted income per share by application of the treasury stock method. The dilutive effect of performance share units is included in diluted income per common share if the performance targets have been achieved, or would have been achieved if the reporting date was the end of the contingency period. 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. 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 per share for the three months and six months ended June 30, 2022 and 2021 are as follows:

Three months ended June 30,

Six months ended June 30,

    

2022

    

2021

    

2022

    

2021

    

(in thousands, except per share amounts)

Numerator:

Net income

$

9,655

$

6,348

$

22,985

$

8,842

Interest expense associated with convertible notes

1,273

2,546

Net income available to common shareholders

$

10,928

$

6,348

$

25,531

$

8,842

Denominator:

Basic weighted average shares outstanding

 

49,697

 

48,743

 

49,702

 

48,758

Effect of potentially dilutive share-based awards

816

1,707

877

1,553

Dilutive effect of convertible notes

 

8,942

 

3,492

 

8,942

 

3,228

Diluted weighted average shares outstanding

 

59,455

 

53,942

 

59,521

 

53,539

Net income per common share:

Basic

$

0.19

$

0.13

$

0.46

$

0.18

Diluted

$

0.18

$

0.12

$

0.43

$

0.17

Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive

987

449

645

452

Maximum potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive

6,025

8,811

6,025

8,811

v3.22.2
Assets
6 Months Ended
Jun. 30, 2022
Assets  
Assets

Note 3 — Assets

Investments

Short-term investments are generally classified as available-for-sale and reported at fair value, with unrealized gains and losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income” in the Consolidated Balance Sheets. These securities may include U.S. treasuries, government agency securities, corporate debt, and commercial paper, all with maturities of greater than three months when

purchased. All realized gains and losses and unrealized losses resulting from declines in fair value that are other than temporary are included in “Other operating expense (income), net” in the Consolidated Statements of Operations.

Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants. Veeco classifies certain assets based on the following fair value hierarchy:

Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Veeco has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts.

The following table presents the portion of Veeco’s assets that were measured at fair value on a recurring basis at June 30, 2022 and December 31, 2021:

    

Level 1

    

Level 2

    

Level 3

    

Total

(in thousands)

June 30, 2022

Cash equivalents

Certificate of deposits and time deposits

$

46,720

$

$

$

46,720

Money market cash

319

319

Total

$

47,039

$

$

$

47,039

Short-term investments

U.S. treasuries

$

57,008

$

$

$

57,008

Government agency securities

15,183

15,183

Corporate debt

39,082

39,082

Commercial paper

1,886

1,886

Total

$

57,008

$

56,151

$

$

113,159

December 31, 2021

Cash equivalents

Certificate of deposits and time deposits

$

41,544

$

$

$

41,544

Money market cash

121

121

Total

$

41,665

$

$

$

41,665

Short-term investments

U.S. treasuries

$

51,095

$

$

$

51,095

Government agency securities

12,052

12,052

Corporate debt

40,035

40,035

Commercial paper

999

999

Total

$

51,095

$

53,086

$

$

104,181

There were no transfers between fair value measurement levels during the three months and six months ended June 30, 2022.

At June 30, 2022 and December 31, 2021, the amortized cost and fair value of available-for-sale securities consist of:

    

    

Gross

    

Gross

    

Amortized

Unrealized

Unrealized

Estimated

Cost

Gains

Losses

Fair Value

(in thousands)

June 30, 2022

U.S. treasuries

$

57,697

$

$

(689)

$

57,008

Government agency securities

15,291

(108)

15,183

Corporate debt

39,659

(577)

39,082

Commercial paper

1,886

1,886

Total

$

114,533

$

$

(1,374)

$

113,159

December 31, 2021

U.S. treasuries

$

51,269

$

$

(174)

$

51,095

Government agency securities

12,075

(23)

12,052

Corporate debt

 

40,169

(134)

 

40,035

Commercial paper

999

999

Total

$

104,512

$

$

(331)

$

104,181

Available-for-sale securities in a loss position at June 30, 2022 and December 31, 2021 consist of:

June 30, 2022

December 31, 2021

Continuous Loss Position

Continuous Loss Position

Continuous Loss Position

for Less than 12 Months

for 12 Months or More

for Less than 12 Months

    

    

Gross

    

    

Gross

    

    

Gross

Estimated

Unrealized

Estimated

Unrealized

Estimated

Unrealized

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

(in thousands)

U.S. treasuries

$

57,008

$

(689)

$

$

$

51,095

$

(174)

Government agency securities

12,585

(100)

2,598

(8)

12,052

(23)

Corporate debt

 

36,313

 

(508)

 

2,769

 

(69)

 

40,035

 

(134)

Total

$

105,906

$

(1,297)

$

5,367

$

(77)

$

103,182

$

(331)

At December 31, 2021, there were no short-term investments that had been in a continuous loss position for more than 12 months.

The contractual maturities of securities classified as available-for-sale at June 30, 2022 were as follows:

June 30, 2022

Amortized

Estimated

Cost

Fair Value

(in thousands)

Due in one year or less

$

102,309

$

101,262

Due after one year through two years

12,224

 

11,897

Total

$

114,533

$

113,159

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. There were no realized gains or losses for the six months ended June 30, 2022 and 2021.

Accounts Receivable

Accounts receivable is presented net of an allowance for doubtful accounts of $0.7 million at June 30, 2022 and December 31, 2021. The Company considered its current expectations of future economic conditions, including the impact of COVID-19, when estimating its allowance for doubtful accounts.

Inventories

Inventories at June 30, 2022 and December 31, 2021 consist of the following:

June 30,

December 31,

    

2022

    

2021

(in thousands)

Materials

$

105,262

$

96,027

Work-in-process

 

63,370

 

54,128

Finished goods

 

7,859

 

20,703

Total

$

176,491

$

170,858

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets primarily consist of supplier deposits, prepaid value-added tax, lease deposits, prepaid insurance, prepaid licenses, and other receivables. In addition, Veeco had deposits with its suppliers of $7.4 million and $3.9 million at June 30, 2022 and December 31, 2021, respectively.

Property, Plant, and Equipment

Property, plant, and equipment at June 30, 2022 and December 31, 2021 consist of the following:

June 30,

December 31,

    

2022

    

2021

(in thousands)

Land

$

5,061

$

5,061

Building and improvements

 

63,973

 

63,946

Machinery and equipment (1)

 

153,794

 

145,656

Leasehold improvements

 

50,404

 

45,979

Gross property, plant, and equipment

 

273,232

 

260,642

Less: accumulated depreciation and amortization

 

168,201

 

160,899

Net property, plant, and equipment

$

105,031

$

99,743

(1)Machinery and equipment also includes software, furniture and fixtures

For the three and six months ended June 30, 2022, depreciation expense was $4.0 million and $7.7 million, respectively, and $3.5 million and $6.9 million, respectively, for the comparable 2021 periods.

Goodwill

Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. The Company continues to assess potential triggering events related to

the value of its goodwill and concluded that there were no indicators of impairment during the six months ended June 30, 2022.

Intangible Assets

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 amortized on a straight-line basis if such pattern cannot be reliably determined. The Company continues to assess potential triggering events related to the value of its intangible assets and concluded that there were no indicators of impairment during the three and six months ended June 30, 2022.

The components of purchased intangible assets were as follows:

June 30, 2022

December 31, 2021

Accumulated

Accumulated

    

Gross

    

Amortization

    

    

Gross

    

Amortization

    

Carrying

and

Net

Carrying

and

Net

Amount

Impairment

Amount

Amount

Impairment

Amount

(in thousands)

Technology

$

327,908

$

313,735

$

14,173

$

327,908

$

310,551

$

17,357

Customer relationships

146,465

134,192

12,273

146,465

132,970

13,495

Trademarks and tradenames

30,910

28,460

2,450

30,910

27,857

3,053

Other

 

3,686

 

3,686

 

 

3,686

 

3,686

 

Total

$

508,969

$

480,073

$

28,896

$

508,969

$

475,064

$

33,905

Other intangible assets primarily consist of patents, licenses, and backlog.

v3.22.2
Liabilities
6 Months Ended
Jun. 30, 2022
Liabilities  
Liabilities

Note 4 — Liabilities

Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities at June 30, 2022 and December 31, 2021 consist of:

June 30,

December 31,

    

2022

    

2021

(in thousands)

Payroll and related benefits

$

26,644

$

35,712

Warranty

8,540

7,878

Operating lease liabilities

4,110

4,437

Interest

2,757

2,757

Professional fees

2,862

1,467

Legal settlement

300

15,000

Sales, use, and other taxes

 

4,403

 

4,889

Other

 

7,302

 

7,612

Total

$

56,918

$

79,752

Warranty

Warranties are typically valid for one year from the date of system final acceptance. The Company estimates the costs that may be incurred under the warranty which are determined by analyzing specific product and historical configuration

statistics and regional warranty support costs and are affected by product failure rates, material usage, and labor costs incurred in correcting product failures during the warranty period. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. Changes in product warranty reserves for the six months ended June 30, 2022 include:

(in thousands)

Balance - December 31, 2021

$

7,878

Warranties issued

 

4,109

Consumption of reserves

 

(3,294)

Changes in estimate

 

(153)

Balance - June 30, 2022

$

8,540

Customer Deposits and Deferred Revenue

Customer deposits totaled $57.8 million and $46.9 million at June 30, 2022 and December 31, 2021, respectively. Deferred revenue represents amounts billed, other than deposits, in excess of the revenue that can be recognized on a particular contract at the balance sheet date. Changes in deferred revenue were as follows:

(in thousands)

Balance - December 31, 2021

 

$

16,276

Deferral of revenue

 

5,284

Recognition of unearned revenue

 

(4,747)

Balance - June 30, 2022

 

$

16,813

As of June 30, 2022, the Company has approximately $40.5 million of remaining performance obligations on contracts with an original estimated duration of one year or more, of which approximately 18% 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.

Convertible Senior Notes

2023 Notes

On January 10, 2017, the Company issued $345.0 million of 2.70% convertible senior unsecured notes due 2023 (the “2023 Notes”). The Company received net proceeds, after deducting underwriting discounts and fees and expenses payable by the Company, of approximately $335.8 million. The 2023 Notes bear interest at a rate of 2.70% per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2017. The 2023 Notes mature on January 15, 2023, unless earlier purchased by the Company, redeemed, or converted.

On May 18, 2020, in connection with the completion of a private offering of $125.0 million aggregate principal amount of 3.75% convertible senior notes due 2027 described below, the Company repurchased and retired approximately $88.3 million in aggregate principal amount of its outstanding 2023 Notes, with a carrying amount of $78.1 million, for approximately $81.2 million of cash.

Additionally, on November 11, 2020, the Company entered into a privately negotiated exchange agreement with a holder of its outstanding 2023 Notes, under which the Company agreed to retire $125.0 million in aggregate original principal amount of the 2023 Notes, with a carrying amount of $113.1 million, in exchange for the issuance of $132.5 million in

aggregate principal amount of new 3.50% convertible senior notes due 2025 described below, which had a fair value that approximated the principal amount of notes issued.

Finally, on November 5, 2021, the Company entered into a privately negotiated note purchase agreement with a holder of its outstanding 2023 Notes, under which the Company agreed to repurchase and retire approximately $111.5 million in aggregate original principal amount of the 2023 Notes, with a carrying amount of $105.5 million, for cash consideration of approximately $115.6 million, and approximately $1.0 million of accrued and unpaid interest.

2025 Notes

On November 17, 2020, as part of the privately negotiated exchange agreement described above, the Company issued $132.5 million of 3.50% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2021. The 2025 Notes mature on January 15, 2025, unless earlier purchased by the Company, redeemed, or converted.

2027 Notes

On May 18, 2020, the Company completed a private offering of $125.0 million of 3.75% convertible senior notes due 2027 (the “2027 Notes”). The Company received net proceeds of approximately $121.9 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $10.3 million of cash to purchase capped calls, discussed below. The 2027 Notes bear interest at a rate of 3.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027 Notes mature on June 1, 2027, unless earlier purchased by the Company, redeemed, or converted.

The 2023 Notes, 2025 Notes, and 2027 Notes (collectively, the “Notes”) are unsecured obligations of Veeco and rank senior in right of payment to any of Veeco’s subordinated indebtedness; equal in right of payment to all of Veeco’s unsecured indebtedness that is not subordinated; effectively subordinated in right of payment to any of Veeco’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of Veeco’s subsidiaries.

The Notes are convertible at the option of the holders upon the satisfaction of specified conditions and during certain periods as described below. The initial conversion rates are 24.9800, 41.6667, and 71.5372 shares of the Company’s common stock per $1,000 principal amount of the 2023 Notes, 2025 Notes, and 2027 Notes, respectively, representing initial effective conversion prices of $40.03, $24.00, and $13.98 per share of common stock, respectively. The conversion rates may be subject to adjustment upon the occurrence of certain specified events.

Holders may convert all or any portion of their notes, in multiples of one thousand dollar principal amount, at their option at any time prior to the close of business on the business day immediately preceding October 15, 2022 with respect to the 2023 Notes, October 15, 2024 with respect to the 2025 Notes, and October 1, 2026 with respect to the 2027 Notes, only under the following circumstances:

(i)During any calendar quarter (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

(ii)During the five consecutive business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollar principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Veeco’s common stock and the conversion rate on each such trading day;

(iii)If the Company calls any or all of applicable series of the Notes for redemption at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

(iv)Upon the occurrence of specified corporate events.

For the calendar quarter ended June 30, 2022, 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 September 30, 2022.

Holders may convert their notes at any time, regardless of the foregoing circumstances, on or after October 15, 2022 with respect to the 2023 Notes, October 15, 2024 with respect to the 2025 Notes, and October 1, 2026 with respect to the 2027 Notes, until the close of business on the business day immediately preceding the respective maturity date.

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, and $3.1 million incurred in connection with the issuance of the 2023 Notes, 2025 Notes, and 2027 Notes, respectively, were recorded as direct deductions from the related debt liabilities and recognized as non-cash interest expense using the effective interest method over the expected terms of the Notes.

Accounting for the Notes prior to the adoption of ASU 2020-06

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 with respect to the 2023 Notes, 2025 Notes, and 2027 Notes, respectively, reduced the value of the equity components recognized in stockholders' equity.

The carrying value of the 2023 Notes, 2025 Notes and 2027 Notes are as follows:

June 30, 2022

December 31, 2021

  

Principal Amount

  

Unamortized
transaction costs

  

Net carrying value

  

Principal Amount

  

Unamortized
debt discount/
transaction costs

  

Net carrying value

(in thousands)

2023 Notes

$

20,173

$

(53)

$

20,120

$

20,173

$

(967)

$

19,206

2025 Notes

 

132,500

 

(1,220)

 

131,280

 

132,500

 

(17,302)

 

115,198

2027 Notes

125,000

(2,225)

122,775

125,000

(29,966)

95,034

Net carrying value

$

277,673

$

(3,498)

$

274,175

$

277,673

$

(48,235)

$

229,438

Total interest expense related to the 2023 Notes, 2025 Notes and 2027 Notes is as follows:

Three months ended June 30,

Six months ended June 30,

    

2022

    

2021

    

2022

    

2021

 

(in thousands)

Cash Interest Expense

 

  

  

  

  

Coupon interest expense - 2023 Notes

$

136

$

889

$

272

$

1,778

Coupon interest expense - 2025 Notes

1,159

1,159

2,318

2,319

Coupon interest expense - 2027 Notes

1,172

1,172

2,344

2,344

Non-cash Interest Expense

 

 

  

 

 

  

Amortization of debt discount/transaction costs- 2023 Notes

 

24

 

1,390

 

48

 

2,754

Amortization of debt discount/transaction costs- 2025 Notes

114

1,185

226

2,348

Amortization of debt discount/transaction costs- 2027 Notes

101

1,011

202

1,998

Total Interest Expense

$

2,706

$

6,806

$

5,410

$

13,541

The Company determined the 2023 Notes, 2025 notes, and 2027 Notes are Level 2 liabilities in the fair value hierarchy and had an estimated fair value at June 30, 2022 of $20.0 million, $148.0, and $197.7 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 Secured Overnight Financing Rate (“SOFR”) (with a floor of 0.00%) for the specified interest period plus an applicable rate ranging from 1.50% to 2.25%, in each case, depending on the Company’s Secured Net Leverage Ratio (as defined in the Loan and Security Agreement). The Company will pay an unused commitment fee ranging from 0.25% to 0.35% based on unused capacity under the Credit Facility and the Company’s Secured Net Leverage Ratio. The Company may use the proceeds of borrowings under the Credit Facility to pay transaction fees and expenses, provide for its working capital needs and reimburse drawings under letters of credit and for other general corporate purposes.

The Loan and Security Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, maintenance of properties and insurance, compliance with laws, including environmental laws, the provision of additional guarantees, and an affiliate transactions covenant, subject to certain exceptions. The Loan and Security Agreement contains customary negative covenants, including, among others, restrictions on the ability to merge and consolidate with other companies, incur indebtedness, refinance our existing convertible notes, grant liens or security interests on assets, make investments, acquisitions, loans, or advances, pay dividends, and sell or otherwise transfer assets.

The Loan and Security Agreement contains financial maintenance covenants that require the Borrower to maintain an Interest Coverage Ratio (as defined in the Loan and Security Agreement) of not less than 3.00 to 1.00, a Total Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 4.50 to 1.00, and a Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 2.50 to 1.00, in each case, tested at the end of each fiscal quarter commencing with the fiscal quarter ending June 30, 2022. The Loan and Security Agreement also provides for a number of customary events of default, including, among others: payment defaults to the lenders; voluntary and involuntary bankruptcy proceedings; covenant defaults; material inaccuracies of representations and warranties; certain change of control events; material money judgments; and other customary events of default. The occurrence of an event of default could result in the acceleration of obligations and the termination of lending commitments under the Loan and Security Agreement.

No amounts were outstanding under the Credit Facility as of June 30, 2022 or December 31, 2021.

Other Liabilities

Other liabilities at June 30, 2022 and December 31, 2021 included (i) medical and dental benefits for former executives of $1.8 million; (ii) asset retirement obligations of $2.8 million; and (iii) income tax payables of $0.4 million.

v3.22.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2022
Commitments and Contingencies  
Commitments and Contingencies

Note 5 — Commitments and Contingencies

Leases

The Company’s operating leases primarily include real estate leases for properties used for manufacturing, R&D activities, sales and service, and administration, as well as certain equipment leases. Some leases may include options to renew for a period of up to 5 years, while others may include options to terminate the lease. The weighted average remaining lease term of the Company’s operating leases as of June 30, 2022 was 12 years, and the weighted average discount rate used in determining the present value of future lease payments was 5.6%.

The following table provides the maturities of lease liabilities at June 30, 2022:

Operating

    

Leases

(in thousands)

Payments due by period:

2022

$

2,296

2023

4,069

2024

3,864

2025

3,307

2026

3,488

Thereafter

35,961

Total future minimum lease payments

52,985

Less: Imputed interest

(17,103)

Total

$

35,882

Reported as of June 30, 2022

Accrued expenses and other current liabilities

$

4,110

Long-term operating lease liabilities

31,772

Total

$

35,882

Operating lease cost for the three and six months ended June 30, 2022 were $1.8 million and $3.7 million, respectively, and $1.8 million and $3.1 million, respectively, for the comparable 2021 periods. Variable lease cost for the three and six months ended June 30, 2022 were $0.5 million and $1.0 million, respectively, and $0.4 million and $0.9 million, respectively, for the comparable 2021 periods. Additionally, the Company has an immaterial amount of short-term leases. Operating cash outflows from operating leases for the six months ended June 30, 2022 and 2021 were $3.8 million and $3.3 million, respectively.

Purchase Commitments

Veeco has purchase commitments of $252.1 million at June 30, 2022, substantially all of which become due within one year.

Bank Guarantees

Veeco has bank guarantees and letters of credit issued by a financial institution on its behalf as needed. At June 30, 2022, outstanding bank guarantees and standby letters of credit totaled $7.8 million, and unused bank guarantees and letters of credit of $14.4 million were available to be drawn upon.

Legal Proceedings

On June 8, 2018, an Ultratech shareholder who received Veeco stock as part of the consideration for the Ultratech acquisition filed a purported class action complaint in the Superior Court of the State of California, County of Santa Clara, captioned Wolther v. Maheshwari et al., Case No. 18CV329690, on behalf of himself and others who purchased or acquired shares of Veeco pursuant to the registration statement and prospectus which Veeco filed with the SEC in connection with the Ultratech acquisition (the “Wolther Action”). On August 2 and August 8, 2018, two purported class action complaints substantially similar to the Wolther Action were filed on behalf of different plaintiffs in the same court as the Wolther Action. These cases have been consolidated with the Wolther Action, and a consolidated complaint was filed on December 11, 2018. The consolidated complaint seeks to recover damages and fees under Sections 11, 12, and 15 of the Securities Act of 1933 for, among other things, alleged false/misleading statements in the registration statement and prospectus relating to the Ultratech acquisition, relating primarily to the alleged failure to disclose delays in the advanced packaging business, increased MOCVD competition in China, and an intellectual property dispute. In October 2021, Veeco and the court-appointed class representatives signed an agreement to settle the Wolther Action on a class-wide basis for $15.0 million, subject to court approval and class members’ opportunity to object and opt-out. On June 27, 2022, the court granted final approval to the class action settlement. The settlement amount has been funded by insurance carriers. The corresponding receivable and liability had been included within “Prepaid expenses and other current assets” and “Accrued expenses and other current liabilities”, respectively, in the Consolidated Balance Sheets as of December 31, 2021.

On December 21, 2018, a purported Veeco stockholder filed a derivative action in the Superior Court of the State of California, County of Santa Clara, captioned Vladimir Gusinsky Revocable Trust v. Peeler, et al., Case No. 18CV339925, on behalf of nominal defendant Veeco. The complaint seeks to assert claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment against current and former Veeco directors premised on purported misstatements and omissions in the registration statement relating to the Ultratech acquisition. On January 25, 2021, the court granted the defendants’ demurrer without leave to amend effecting the dismissal of the case. On March 26, 2021, plaintiff filed its notice of appeal of the trial court’s order granting defendants’ demurrer without leave to amend. In April 2022, Veeco and plaintiff reached an agreement to settle the Derivative Action subject to court approval. As part of the settlement and subject to court approval, Veeco will make certain revisions to its internal Disclosure Committee Charter and its director education program. The agreement also provides that, subject to court approval, plaintiff will receive $0.3 million for fees and expenses. This amount will be funded by insurance that Veeco maintains in the normal course of its business. The parties are in the process of requesting the court’s approval of the settlement.

 

The Company is involved in various other 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.

v3.22.2
Derivative Financial Instruments
6 Months Ended
Jun. 30, 2022
Derivative Financial Instruments  
Derivative Financial Instruments

Note 6 — Derivative Financial Instruments

The Company is exposed to financial market risks arising from changes in currency exchange rates. Changes in currency exchange rates could affect the Company’s foreign currency denominated monetary assets and liabilities and forecasted cash flows. The Company enters into monthly forward derivative contracts from time to time with the intent of mitigating a portion of this risk. The Company only uses derivative financial instruments in the context of hedging and not for speculative purposes and had not designated its foreign exchange derivatives as hedges. Accordingly, changes in fair value from these contracts are recorded as “Other operating expense (income), net” in the Company’s Consolidated Statements of Operations. The Company executes derivative transactions with highly rated financial institutions to mitigate counterparty risk.

The Company did not have any outstanding derivative contracts at June 30, 2022 or December 31, 2021. Additionally, the Company did not have any gains or losses from currency exchange derivatives during the six months ended June 30, 2022 and 2021.

v3.22.2
Equity
6 Months Ended
Jun. 30, 2022
Stockholders' Equity  
Stockholders' Equity

Note 7 — Equity

Statement of Stockholders’ Equity

The following tables present the changes in Stockholders’ Equity:

    

    

    

    

    

Accumulated

    

Additional

Other

Common Stock

Paid-in

Accumulated

Comprehensive

Shares

Amount

Capital

Deficit

Income

Total

(in thousands)

Balance at December 31, 2021

 

50,653

$

507

$

1,116,921

$

(681,283)

$

1,483

$

437,628

Cumulative effect of change in accounting principle - adoption of ASU 2020-06

 

 

(56,801)

 

12,541

 

 

(44,260)

Net income

 

 

 

 

13,330

 

 

13,330

Other comprehensive income (loss), net of tax

 

 

 

 

 

(822)

 

(822)

Share-based compensation expense

 

 

 

4,481

 

 

 

4,481

Net issuance under employee stock plans

 

590

6

(6,793)

(6,787)

Balance at March 31, 2022

 

51,243

$

513

$

1,057,808

$

(655,412)

$

661

$

403,570

Net income

 

 

 

 

9,655

 

 

9,655

Other comprehensive income (loss), net of tax

 

 

 

 

 

(272)

 

(272)

Share-based compensation expense

 

 

 

6,278

 

 

 

6,278

Net issuance under employee stock plans

 

182

2

1,504

1,506

Balance at June 30, 2022

 

51,425

$

515

$

1,065,590

$

(645,757)

$

389

$

420,737

    

    

    

    

    

Accumulated

    

Additional

Other

Common Stock

Paid-in

Accumulated

Comprehensive

Shares

Amount

Capital

Deficit

Income

Total

(in thousands)

Balance at December 31, 2020

 

49,724

$

497

$

1,113,352

$

(707,321)

$

1,846

$

408,374

Net income

 

 

 

 

2,494

 

 

2,494

Other comprehensive income (loss), net of tax

 

 

 

 

 

(19)

 

(19)

Share-based compensation expense

 

 

 

3,237

 

 

 

3,237

Net issuance under employee stock plans

459

5

(1,630)

(1,625)

Balance at March 31, 2021

 

50,183

$

502

$

1,114,959

$

(704,827)

$

1,827

$

412,461

Net income

 

 

 

 

6,348

 

 

6,348

Other comprehensive income (loss), net of tax

 

 

 

 

 

(24)

 

(24)

Share-based compensation expense

 

 

 

4,367

 

 

 

4,367

Net issuance under employee stock plans

166

1

582

583

Balance at June 30, 2021

 

50,349

$

503

$

1,119,908

$

(698,479)

$

1,803

$

423,735

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, 2021

$

1,814

$

(331)

$

1,483

Other comprehensive income (loss)

 

(51)

 

(1,043)

 

(1,094)

Balance - June 30, 2022

$

1,763

$

(1,374)

$

389

There were minimal reclassifications from AOCI into net income for the three and six months ended June 30, 2022 and 2021.

v3.22.2
Share-based Compensation
6 Months Ended
Jun. 30, 2022
Share-based Compensation  
Share-based compensation

Note 8 — Share-based Compensation

Restricted share awards are issued to employees and board of directors that are subject to specified restrictions and a risk of forfeiture. The restrictions typically lapse over one to four years and may entitle holders to dividends and voting rights. Other types of share-based compensation include performance share awards, performance share units, and restricted share units (collectively with restricted share awards, “restricted shares”), as well as options to purchase common stock.

Share-based compensation expense was recognized in the following line items in the Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021:

Three months ended June 30,

Six months ended June 30,

    

2022

    

2021

    

2022

    

2021

    

(in thousands)

Cost of sales

 

$

1,251

 

$

650

 

$

2,189

 

$

1,146

 

Research and development

1,863

1,132

3,120

1,949

Selling, general, and administrative

3,164

2,585

5,450

4,510

Total

$

6,278

$

4,367

$

10,759

$

7,605

For the six months ended June 30, 2022, equity activity related to stock options was as follows:

Weighted 

Number of

Average

    

Shares

    

Exercise Price

(in thousands)

Balance - December 31, 2021

443

$

32.15

Expired

(261)

32.93

Balance - June 30, 2022

182

31.02

For the six months ended June 30, 2022, equity activity related to non-vested restricted shares and performance shares was as follows:

    

    

Weighted

Average

Number of

Grant Date

Shares

Fair Value

(in thousands)

Balance - December 31, 2021

2,083

$

17.33

Granted

1,012

31.33

Performance award adjustments

85

14.03

Vested

(678)

15.71

Forfeited

(63)

19.38

Balance - June 30, 2022

2,439

23.42

v3.22.2
Income Taxes
6 Months Ended
Jun. 30, 2022
Income Taxes  
Income Taxes

Note 9 — Income Taxes

Income taxes are estimated for each of the jurisdictions in which the Company operates. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. Realization of net deferred tax assets is dependent on future taxable income. At June 30, 2022, the Company’s U.S. deferred tax assets are fully offset by a valuation allowance since the Company cannot conclude that it is more likely than not that these future benefits will be realized. The Company will maintain this valuation allowance until there is sufficient positive evidence to support its reversal. The Company believes there is a reasonable possibility within the next twelve months that sufficient positive evidence may become available to allow management to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets with a corresponding decrease to income tax expense for the period the release is recorded. Additionally, if the valuation allowance is released and the Company continues to earn profits, the Company’s effective tax rate would likely increase in future periods compared to its current rates.

At the end of each interim reporting period, the effective tax rate is aligned with expectations for the full year. This estimate is used to determine the income tax provision on a year-to-date basis and may change in subsequent interim periods.

Income before income taxes and income tax expense (benefit) for the three and six months ended June 30, 2022 and 2021 were as follows:

Three months ended June 30,

Six months ended June 30,

 

    

2022

    

2021

    

2022

    

2021

 

(in thousands)

 

Income before income taxes

$

10,188

$

6,667

$

23,902

$

9,459

Income tax expense (benefit)

 

$

533

 

$

319

$

917

 

$

617

The Company’s tax expense for the three months ended June 30, 2022 was $0.5 million, compared to $0.3 million for the comparable prior period. The 2022 tax expense included an expense of $0.4 million related to the Company’s non-U.S. operations and $0.1 million related to the Company’s domestic operations. The 2021 tax expense included an expense of $0.2 million related to the Company’s non-U.S. operations and $0.1 million related to the Company’s domestic operations. For the three months ended June 30, 2022 and 2021, the Company’s U.S. deferred tax assets are fully offset by a valuation allowance since the Company cannot conclude that it is more likely than not that these future benefits will be realized. The domestic tax expense for both periods is primarily attributable to state income taxes and the tax amortization of indefinite lived intangible assets that is not available to offset U.S. deferred tax assets. The

foreign tax expense for both periods is primarily attributable to non-US operations profits and foreign withholding taxes on unremitted earnings, offset by the amortization of intangible assets.

The Company’s tax expense for the six months ended June 30, 2022 was $0.9 million, compared to $0.6 million for the comparable prior period. The 2022 tax expense included an expense of $0.7 million related to the Company’s non-U.S. operations and $0.2 million related to the Company’s domestic operations. The 2021 tax expense included an expense of $0.4 million related to the Company’s non-U.S. operations and $0.2 million related to the Company’s domestic operations. For the six months ended June 30, 2022 and 2021, the Company’s U.S. deferred tax assets are fully offset by a valuation allowance since the Company cannot conclude that it is more likely than not that these future benefits will be realized. The domestic tax expense for both periods is primarily attributable to state income taxes and the tax amortization of indefinite lived intangible assets that is not available to offset U.S. deferred tax assets. The foreign tax expense for both periods is primarily attributable to non-US operations profits and foreign withholding taxes on unremitted earnings, offset by the amortization of intangible assets.

v3.22.2
Segment Reporting and Geographic Information
6 Months Ended
Jun. 30, 2022
Segment Reporting and Geographic Information  
Segment Reporting and Geographic Information

Note 10 — Segment Reporting and Geographic Information

Veeco operates and measures its results in one operating segment and therefore has one reportable segment: the development, manufacture, sales, and support of semiconductor and thin film process equipment primarily sold to make electronic devices.

Veeco serves the following four end-markets:

Semiconductor

The Semiconductor market refers to early process steps in logic and memory applications where silicon wafers are processed. There are many different process steps in forming patterned wafers, such as deposition, etching, masking, and doping, where the microchips are created but remain on the silicon wafer. This market includes mask blank production for extreme ultraviolet (“EUV”) lithography. This market also includes Advanced Packaging which refers to a portfolio of wafer-level assembly technologies that enable improved performance of electronic products, such as smartphones, high-end servers, and graphical processors.

Compound Semiconductor

The Compound Semiconductor market includes Photonics, Power Electronics, RF Filters and Amplifiers, and Solar applications. Photonics refers to light source technologies and laser-based solutions for 3D sensing, datacom and telecom applications. This includes micro-LED, laser diodes, edge emitting lasers and vertical cavity surface emitting lasers (“VCSELs”). Power Electronics refers to semiconductor devices such as rectifiers, inverters and converters for the control and conversion of electric power in applications such as fast or wireless charging of consumer electronics and automotive applications. RF power amplifiers and filters (including surface acoustic wave (“SAW”) and bulk acoustic wave (“BAW”) filters) are used in 5G communications infrastructure, smartphones, tablets, and mobile devices. They make use of radio waves for wireless broadcasting and/or communications. Solar refers to power obtained by harnessing the energy of the sun through the use of compound semiconductor devices such as photovoltaics.

Data Storage

Data Storage refers to the Hard Disk Drive (“HDD”) market, for which our systems enable customers to manufacture thin film magnetic heads for hard disk drives as part of large capacity storage applications.

Scientific & Other

Scientific & Other refers to advanced materials research and a range of manufacturing applications including optical coatings (laser mirrors, optical filters, and anti-reflective coatings).

Sales by end-market and geographic region for the three and six months ended June 30, 2022 and 2021 were as follows:

Three months ended June 30,

Six months ended June 30,

    

2022

2021

    

2022

2021

    

(in thousands)

Sales by end-market

Semiconductor

$

97,521

$

53,689

$

175,141

$

105,321

Compound Semiconductor

31,122

24,231

68,231

48,982

Data Storage

 

21,548

 

52,025

 

43,143

 

93,005

Scientific & Other

 

13,808

 

16,399

 

33,910

 

32,751

Total

$

163,999

$

146,344

$

320,425

$

280,059

Sales by geographic region

United States

$

57,940

$

66,969

$

105,410

$

112,132

EMEA(1)

27,234

8,939

48,660

22,563

China

28,497

20,880

58,878

40,887

Rest of APAC

49,345

49,460

106,267

104,337

Rest of World

 

983

 

96

 

1,210

 

140

Total

$

163,999

$

146,344

$

320,425

$

280,059

(1)EMEA consists of Europe, the Middle East, and Africa

For geographic reporting, sales are attributed to the location in which the customer facility is located.

v3.22.2
Basis of Presentation (Policies)
6 Months Ended
Jun. 30, 2022
Significant Accounting Policies  
Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Veeco have been prepared in accordance with U.S. GAAP as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 270 for interim financial information and with the instructions to Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as the interim information is an update of the information that was presented in Veeco’s most recent annual financial statements. For further information, refer to Veeco’s Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal, recurring nature.

Fiscal Period

Veeco reports interim quarters on a 13-week basis ending on the last Sunday of each quarter. The fourth quarter always ends on the last day of the calendar year, December 31. The 2022 interim quarters end on April 3, July 3, and October 2, and the 2021 interim quarters ended on April 4, July 4, and October 3. These interim quarters are reported as March 31, June 30, and September 30 in Veeco’s interim consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates. In particular, the COVID-19 pandemic has adversely impacted and is likely to further adversely impact the Company’s business and markets, including the Company’s workforce and operations and the operations of the Company’s customers, suppliers, and business partners. The full extent to which the pandemic will directly or indirectly impact the Company's business, results of operations and financial condition, including sales, expenses, manufacturing, research and development costs, reserves and allowances, fair value measurements, and asset impairment charges, will depend on future developments that are highly uncertain and difficult to predict. These developments include, but are not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or address its impact, governmental actions to contain the spread of the pandemic and respond to the reduction in global economic activity, and how quickly and to what extent normal economic and operating conditions can resume.

Revenue Recognition

Revenue Recognition

Revenue is recognized upon the transfer of control of the promised product or service to the customer in an amount that reflects the consideration the Company expects to receive in exchange for such product or service. The Company’s contracts with customers generally do not contain variable consideration. In the rare instances where variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price. The Company’s contracts with customers frequently contain multiple deliverables, such as systems, upgrades, components, spare parts, installation, maintenance, and service plans. Judgment is required to properly identify the performance obligations within a contract and to determine how the revenue should be allocated among the performance obligations. The Company also evaluates whether multiple transactions with the same customer or related parties should be considered part of a single contract based on an assessment of whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of one another.

   

When there are separate units of accounting, the Company allocates revenue to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling prices are determined based on the prices at which the Company separately sells the systems, upgrades, components, spare parts, installation, maintenance, and service plans. For items

that are not sold separately, the Company estimates stand-alone selling prices generally using an expected cost plus margin approach.

   

Most of the Company’s revenue is recognized at a point in time when the performance obligation is satisfied. The Company considers many facts when evaluating each of its sales arrangements to determine the timing of revenue recognition, including its contractual obligations and the nature of the customer’s post-delivery acceptance provisions. The Company’s system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For many of these arrangements, a customer source inspection of the system is performed in the Company’s facility, test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery, or other quality assurance testing is performed internally to ensure system functionality prior to shipment. Historically, such source inspection or test data replicates the field acceptance provisions that are performed at the customer’s site prior to final acceptance of the system. When the Company objectively demonstrates that the criteria specified in the contractual acceptance provisions are achieved prior to delivery either through customer testing or the Company’s historical experience of its tools meeting specifications, transfer of control of the product to the customer is considered to have occurred and revenue is recognized upon system delivery since there is no substantive contingency remaining related to the acceptance provisions at that date. For new products, new applications of existing products, or for products with substantive customer acceptance provisions where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred. The Company recognizes such revenue and costs upon obtaining objective evidence that the acceptance provisions can be achieved, assuming all other revenue recognition criteria have been met.

   

In certain cases the Company’s contracts with customers contain a billing retention, which is billed by the Company and payable by the customer when field acceptance provisions are completed. Revenue recognized in advance of the amount that has been billed is recorded as a contract asset on the Consolidated Balance Sheets.

   

The Company recognizes revenue related to maintenance and service contracts over time based upon the respective contract term. Installation revenue is recognized over time as the installation services are performed. The Company recognizes revenue from the sales of components, spare parts, and specified service engagements at a point in time, which is typically consistent with the time of delivery in accordance with the terms of the applicable sales arrangement.

   

The Company may receive customer deposits on system transactions. The timing of the transfer of goods or services related to the deposits is either at the discretion of the customer or generally expected to be within one year from the deposit receipt. As such, the Company does not adjust transaction prices for the time value of money. Incremental direct costs incurred related to the acquisition of a customer contract, such as sales commissions, are expensed as incurred since the expected amortization period is one year or less.

The Company has elected to treat shipping and handling costs as a fulfillment activity, and the Company includes such costs in cost of sales when the Company recognizes revenue for the related goods. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue.

Inventories

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Each quarter the Company assesses the valuation and recoverability of all inventories: materials (raw materials, spare parts, and service inventory); work-in-process; and finished goods. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials, and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of

inventory, which would be reflected in cost of sales in the period the revision is made. Inventory acquired as part of a business combination is recorded at fair value on the date of acquisition.

Recently Adopted Accounting Standards

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 are 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 will reduce 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

 

(56,801)

 

1,060,120

Accumulated deficit

(681,283)

 

12,541

 

(668,742)

The adoption of ASU 2020-06 resulted in the following adjustments to the Company’s calculations of basic and diluted income per share for the three and six months ended June 30, 2022:

Three months ended June 30, 2022

    

Six months ended June 30, 2022

Under

Under

Under

Under

ASU 2020-06

    

legacy accounting

    

Difference

ASU 2020-06

    

legacy accounting

    

Difference

Income per common share:

Basic income per common share

$

0.19

$

0.15

$

0.04

$

0.46

$

0.37

$

0.09

Diluted income per common share

0.18

0.14

0.04

0.43

0.33

0.10

The adoption of ASU 2020-06 did not materially impact the Company’s cash flows or compliance with debt covenants.

v3.22.2
Basis of Presentation (Tables)
6 Months Ended
Jun. 30, 2022
Significant Accounting Policies  
Schedule of adjustments to Consolidated Balance Sheets and adjustments to calculations of basic and diluted income per share

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

 

(56,801)

 

1,060,120

Accumulated deficit

(681,283)

 

12,541

 

(668,742)

Three months ended June 30, 2022

    

Six months ended June 30, 2022

Under

Under

Under

Under

ASU 2020-06

    

legacy accounting

    

Difference

ASU 2020-06

    

legacy accounting

    

Difference

Income per common share:

Basic income per common share

$

0.19

$

0.15

$

0.04

$

0.46

$

0.37

$

0.09

Diluted income per common share

0.18

0.14

0.04

0.43

0.33

0.10

v3.22.2
Income Per Common Share (Tables)
6 Months Ended
Jun. 30, 2022
Income Per Common Share  
Schedule of computations of basic and diluted income per share

Three months ended June 30,

Six months ended June 30,

    

2022

    

2021

    

2022

    

2021

    

(in thousands, except per share amounts)

Numerator:

Net income

$

9,655

$

6,348

$

22,985

$

8,842

Interest expense associated with convertible notes

1,273

2,546

Net income available to common shareholders

$

10,928

$

6,348

$

25,531

$

8,842

Denominator:

Basic weighted average shares outstanding

 

49,697

 

48,743

 

49,702

 

48,758

Effect of potentially dilutive share-based awards

816

1,707

877

1,553

Dilutive effect of convertible notes

 

8,942

 

3,492

 

8,942

 

3,228

Diluted weighted average shares outstanding

 

59,455

 

53,942

 

59,521

 

53,539

Net income per common share:

Basic

$

0.19

$

0.13

$

0.46

$

0.18

Diluted

$

0.18

$

0.12

$

0.43

$

0.17

Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive

987

449

645

452

Maximum potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive

6,025

8,811

6,025

8,811

v3.22.2
Assets (Tables)
6 Months Ended
Jun. 30, 2022
Assets  
Schedule of portion of Veeco's assets (excluding cash balances) that are measured at fair value on a recurring basis

    

Level 1

    

Level 2

    

Level 3

    

Total

(in thousands)

June 30, 2022

Cash equivalents

Certificate of deposits and time deposits

$

46,720

$

$

$

46,720

Money market cash

319

319

Total

$

47,039

$

$

$

47,039

Short-term investments

U.S. treasuries

$

57,008

$

$

$

57,008

Government agency securities

15,183

15,183

Corporate debt

39,082

39,082

Commercial paper

1,886

1,886

Total

$

57,008

$

56,151

$

$

113,159

December 31, 2021

Cash equivalents

Certificate of deposits and time deposits

$

41,544

$

$

$

41,544

Money market cash

121

121

Total

$

41,665

$

$

$

41,665

Short-term investments

U.S. treasuries

$

51,095

$

$

$

51,095

Government agency securities

12,052

12,052

Corporate debt

40,035

40,035

Commercial paper

999

999

Total

$

51,095

$

53,086

$

$

104,181

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)

June 30, 2022

U.S. treasuries

$

57,697

$

$

(689)

$

57,008

Government agency securities

15,291

(108)

15,183

Corporate debt

39,659

(577)

39,082

Commercial paper

1,886

1,886

Total

$

114,533

$

$

(1,374)

$

113,159

December 31, 2021

U.S. treasuries

$

51,269

$

$

(174)

$

51,095

Government agency securities

12,075

(23)

12,052

Corporate debt

 

40,169

(134)

 

40,035

Commercial paper

999

999

Total

$

104,512

$

$

(331)

$

104,181

Schedule of fair value and unrealized losses of available-for-sale securities in a loss position

June 30, 2022

December 31, 2021

Continuous Loss Position

Continuous Loss Position

Continuous Loss Position

for Less than 12 Months

for 12 Months or More

for Less than 12 Months

    

    

Gross

    

    

Gross

    

    

Gross

Estimated

Unrealized

Estimated

Unrealized

Estimated

Unrealized

Fair Value

Losses

Fair Value

Losses

Fair Value

Losses

(in thousands)

U.S. treasuries

$

57,008

$

(689)

$

$

$

51,095

$

(174)

Government agency securities

12,585

(100)

2,598

(8)

12,052

(23)

Corporate debt

 

36,313

 

(508)

 

2,769

 

(69)

 

40,035

 

(134)

Total

$

105,906

$

(1,297)

$

5,367

$

(77)

$

103,182

$

(331)

Schedule of contractual maturities of securities classified as available-for-sale

June 30, 2022

Amortized

Estimated

Cost

Fair Value

(in thousands)

Due in one year or less

$

102,309

$

101,262

Due after one year through two years

12,224

 

11,897

Total

$

114,533

$

113,159

Schedule of inventories

June 30,

December 31,

    

2022

    

2021

(in thousands)

Materials

$

105,262

$

96,027

Work-in-process

 

63,370

 

54,128

Finished goods

 

7,859

 

20,703

Total

$

176,491

$

170,858

Schedule of property, plant, and equipment

June 30,

December 31,

    

2022

    

2021

(in thousands)

Land

$

5,061

$

5,061

Building and improvements

 

63,973

 

63,946

Machinery and equipment (1)

 

153,794

 

145,656

Leasehold improvements

 

50,404

 

45,979

Gross property, plant, and equipment

 

273,232

 

260,642

Less: accumulated depreciation and amortization

 

168,201

 

160,899

Net property, plant, and equipment

$

105,031

$

99,743

(1)Machinery and equipment also includes software, furniture and fixtures

Schedule of intangible assets excluding goodwill

June 30, 2022

December 31, 2021

Accumulated

Accumulated

    

Gross

    

Amortization

    

    

Gross

    

Amortization

    

Carrying

and

Net

Carrying

and

Net

Amount

Impairment

Amount

Amount

Impairment

Amount

(in thousands)

Technology

$

327,908

$

313,735

$

14,173

$

327,908

$

310,551

$

17,357

Customer relationships

146,465

134,192

12,273

146,465

132,970

13,495

Trademarks and tradenames

30,910

28,460

2,450

30,910

27,857

3,053

Other

 

3,686

 

3,686

 

 

3,686

 

3,686

 

Total

$

508,969

$

480,073

$

28,896

$

508,969

$

475,064

$

33,905

v3.22.2
Liabilities (Tables)
6 Months Ended
Jun. 30, 2022
Liabilities  
Schedule of accrued expenses and other current liabilities

June 30,

December 31,

    

2022

    

2021

(in thousands)

Payroll and related benefits

$

26,644

$

35,712

Warranty

8,540

7,878

Operating lease liabilities

4,110

4,437

Interest

2,757

2,757

Professional fees

2,862

1,467

Legal settlement

300

15,000

Sales, use, and other taxes

 

4,403

 

4,889

Other

 

7,302

 

7,612

Total

$

56,918

$

79,752

Schedule of changes in product warranty reserves

(in thousands)

Balance - December 31, 2021

$

7,878

Warranties issued

 

4,109

Consumption of reserves

 

(3,294)

Changes in estimate

 

(153)

Balance - June 30, 2022

$

8,540

Schedule of changes in deferred revenue

(in thousands)

Balance - December 31, 2021

 

$

16,276

Deferral of revenue

 

5,284

Recognition of unearned revenue

 

(4,747)

Balance - June 30, 2022

 

$

16,813

Schedule of carrying value of Convertible Senior Notes

June 30, 2022

December 31, 2021

  

Principal Amount

  

Unamortized
transaction costs

  

Net carrying value

  

Principal Amount

  

Unamortized
debt discount/
transaction costs

  

Net carrying value

(in thousands)

2023 Notes

$

20,173

$

(53)

$

20,120

$

20,173

$

(967)

$

19,206

2025 Notes

 

132,500

 

(1,220)

 

131,280

 

132,500

 

(17,302)

 

115,198

2027 Notes

125,000

(2,225)

122,775

125,000

(29,966)

95,034

Net carrying value

$

277,673

$

(3,498)

$

274,175

$

277,673

$

(48,235)

$

229,438

Schedule of interest expense related to Convertible Senior Notes

Three months ended June 30,

Six months ended June 30,

    

2022

    

2021

    

2022

    

2021

 

(in thousands)

Cash Interest Expense

 

  

  

  

  

Coupon interest expense - 2023 Notes

$

136

$

889

$

272

$

1,778

Coupon interest expense - 2025 Notes

1,159

1,159

2,318

2,319

Coupon interest expense - 2027 Notes

1,172

1,172

2,344

2,344

Non-cash Interest Expense

 

 

  

 

 

  

Amortization of debt discount/transaction costs- 2023 Notes

 

24

 

1,390

 

48

 

2,754

Amortization of debt discount/transaction costs- 2025 Notes

114

1,185

226

2,348

Amortization of debt discount/transaction costs- 2027 Notes

101

1,011

202

1,998

Total Interest Expense

$

2,706

$

6,806

$

5,410

$

13,541

v3.22.2
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2022
Commitments and Contingencies  
Schedule of maturities of lease liabilities 2020

The following table provides the maturities of lease liabilities at June 30, 2022:

Operating

    

Leases

(in thousands)

Payments due by period:

2022

$

2,296

2023

4,069

2024

3,864

2025

3,307

2026

3,488

Thereafter

35,961

Total future minimum lease payments

52,985

Less: Imputed interest

(17,103)

Total

$

35,882

Reported as of June 30, 2022

Accrued expenses and other current liabilities

$

4,110

Long-term operating lease liabilities

31,772

Total

$

35,882

v3.22.2
Equity (Tables)
6 Months Ended
Jun. 30, 2022
Stockholders' Equity  
Schedule of Stockholders' Equity

    

    

    

    

    

Accumulated

    

Additional

Other

Common Stock

Paid-in

Accumulated

Comprehensive

Shares

Amount

Capital

Deficit

Income

Total

(in thousands)

Balance at December 31, 2021

 

50,653

$

507

$

1,116,921

$

(681,283)

$

1,483

$

437,628

Cumulative effect of change in accounting principle - adoption of ASU 2020-06

 

 

(56,801)

 

12,541

 

 

(44,260)

Net income

 

 

 

 

13,330

 

 

13,330

Other comprehensive income (loss), net of tax

 

 

 

 

 

(822)

 

(822)

Share-based compensation expense

 

 

 

4,481

 

 

 

4,481

Net issuance under employee stock plans

 

590

6

(6,793)

(6,787)

Balance at March 31, 2022

 

51,243

$

513

$

1,057,808

$

(655,412)

$

661

$

403,570

Net income

 

 

 

 

9,655

 

 

9,655

Other comprehensive income (loss), net of tax

 

 

 

 

 

(272)

 

(272)

Share-based compensation expense

 

 

 

6,278

 

 

 

6,278

Net issuance under employee stock plans

 

182

2

1,504

1,506

Balance at June 30, 2022

 

51,425

$

515

$

1,065,590

$

(645,757)

$

389

$

420,737

    

    

    

    

    

Accumulated

    

Additional

Other

Common Stock

Paid-in

Accumulated

Comprehensive

Shares

Amount

Capital

Deficit

Income

Total

(in thousands)

Balance at December 31, 2020

 

49,724

$

497

$

1,113,352

$

(707,321)

$

1,846

$

408,374

Net income

 

 

 

 

2,494

 

 

2,494

Other comprehensive income (loss), net of tax

 

 

 

 

 

(19)

 

(19)

Share-based compensation expense

 

 

 

3,237

 

 

 

3,237

Net issuance under employee stock plans

459

5

(1,630)

(1,625)

Balance at March 31, 2021

 

50,183

$

502

$

1,114,959

$

(704,827)

$

1,827

$

412,461

Net income

 

 

 

 

6,348

 

 

6,348

Other comprehensive income (loss), net of tax

 

 

 

 

 

(24)

 

(24)

Share-based compensation expense

 

 

 

4,367

 

 

 

4,367

Net issuance under employee stock plans

166

1

582

583

Balance at June 30, 2021

 

50,349

$

503

$

1,119,908

$

(698,479)

$

1,803

$

423,735

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, 2021

$

1,814

$

(331)

$

1,483

Other comprehensive income (loss)

 

(51)

 

(1,043)

 

(1,094)

Balance - June 30, 2022

$

1,763

$

(1,374)

$

389

v3.22.2
Share-based Compensation (Tables)
6 Months Ended
Jun. 30, 2022
Share-based Compensation  
Schedule of share-based compensation expense

Three months ended June 30,

Six months ended June 30,

    

2022

    

2021

    

2022

    

2021

    

(in thousands)

Cost of sales

 

$

1,251

 

$

650

 

$

2,189

 

$

1,146

 

Research and development

1,863

1,132

3,120

1,949

Selling, general, and administrative

3,164

2,585

5,450

4,510

Total

$

6,278

$

4,367

$

10,759

$

7,605

Summary of stock option activity

Weighted 

Number of

Average

    

Shares

    

Exercise Price

(in thousands)

Balance - December 31, 2021

443

$

32.15

Expired

(261)

32.93

Balance - June 30, 2022

182

31.02

Summary of non-vested restricted and performance shares activity

    

    

Weighted

Average

Number of

Grant Date

Shares

Fair Value

(in thousands)

Balance - December 31, 2021

2,083

$

17.33

Granted

1,012

31.33

Performance award adjustments

85

14.03

Vested

(678)

15.71

Forfeited

(63)

19.38

Balance - June 30, 2022

2,439

23.42

v3.22.2
Income Taxes (Tables)
6 Months Ended
Jun. 30, 2022
Income Taxes  
Schedule of income before income taxes and income tax expense (benefit)

Three months ended June 30,

Six months ended June 30,

 

    

2022

    

2021

    

2022

    

2021

 

(in thousands)

 

Income before income taxes

$

10,188

$

6,667

$

23,902

$

9,459

Income tax expense (benefit)

 

$

533

 

$

319

$

917

 

$

617

v3.22.2
Segment Reporting and Geographic Information (Tables)
6 Months Ended
Jun. 30, 2022
Segment Reporting and Geographic Information  
Schedule of sales by end-market

Three months ended June 30,

Six months ended June 30,

    

2022

2021

    

2022

2021

    

(in thousands)

Sales by end-market

Semiconductor

$

97,521

$

53,689

$

175,141

$

105,321

Compound Semiconductor

31,122

24,231

68,231

48,982

Data Storage

 

21,548

 

52,025

 

43,143

 

93,005

Scientific & Other

 

13,808

 

16,399

 

33,910

 

32,751

Total

$

163,999

$

146,344

$

320,425

$

280,059

Sales by geographic region

United States

$

57,940

$

66,969

$

105,410

$

112,132

EMEA(1)

27,234

8,939

48,660

22,563

China

28,497

20,880

58,878

40,887

Rest of APAC

49,345

49,460

106,267

104,337

Rest of World

 

983

 

96

 

1,210

 

140

Total

$

163,999

$

146,344

$

320,425

$

280,059

(1)EMEA consists of Europe, the Middle East, and Africa
Schedule of sales by geographic region

Three months ended June 30,

Six months ended June 30,

    

2022

2021

    

2022

2021

    

(in thousands)

Sales by end-market

Semiconductor

$

97,521

$

53,689

$

175,141

$

105,321

Compound Semiconductor

31,122

24,231

68,231

48,982

Data Storage

 

21,548

 

52,025

 

43,143

 

93,005

Scientific & Other

 

13,808

 

16,399

 

33,910

 

32,751

Total

$

163,999

$

146,344

$

320,425

$

280,059

Sales by geographic region

United States

$

57,940

$

66,969

$

105,410

$

112,132

EMEA(1)

27,234

8,939

48,660

22,563

China

28,497

20,880

58,878

40,887

Rest of APAC

49,345

49,460

106,267

104,337

Rest of World

 

983

 

96

 

1,210

 

140

Total

$

163,999

$

146,344

$

320,425

$

280,059

(1)EMEA consists of Europe, the Middle East, and Africa
v3.22.2
Basis of Presentation - Fiscal Period (Details)
6 Months Ended
Jun. 30, 2022
Significant Accounting Policies  
Fiscal period duration (in days) 91 days
v3.22.2
Basis of Presentation - Revenue Recognition (Details)
6 Months Ended
Jun. 30, 2022
Significant Accounting Policies  
Revenue, practical expedient, incremental cost of obtaining contract true
v3.22.2
Basis of Presentation - Recently Adopted Accounting Standards (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Jan. 01, 2022
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2021
Balance Sheet line item:            
Long-term debt   $ 254,055   $ 254,055   $ 229,438
Additional paid-in capital   1,065,590   1,065,590   1,116,921
Accumulated deficit   $ (645,757)   $ (645,757)   (681,283)
Income per common share:            
Basic income per common share (in dollars per share)   $ 0.19 $ 0.13 $ 0.46 $ 0.18  
Diluted earnings per share (in dollars per share)   0.18 $ 0.12 0.43 $ 0.17  
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           (56,801)
Accumulated deficit           12,541
ASU 2020-06: Debt | Cumulative Effect, Period of Adoption, Adjusted Balance            
Balance Sheet line item:            
Long-term debt           273,698
Additional paid-in capital           1,060,120
Accumulated deficit           $ (668,742)
Income per common share:            
Basic income per common share (in dollars per share)   0.19   0.46    
Diluted earnings per share (in dollars per share)   0.18   0.43    
Under legacy accounting            
Income per common share:            
Basic income per common share (in dollars per share)   0.15   0.37    
Diluted earnings per share (in dollars per share)   0.14   0.33    
Difference between adoption of ASU 2020-06 and legacy accounting | ASU 2020-06: Debt            
Income per common share:            
Basic income per common share (in dollars per share)   0.04   0.09    
Diluted earnings per share (in dollars per share)   $ 0.04   $ 0.10    
v3.22.2
Income Per Common Share - Basic and Diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Numerator:        
Net income $ 9,655 $ 6,348 $ 22,985 $ 8,842
Interest expense associated with convertible notes 1,273   2,546  
Net income available to common shareholders $ 10,928 $ 6,348 $ 25,531 $ 8,842
Denominator:        
Basic weighted average shares outstanding 49,697 48,743 49,702 48,758
Effect of potentially dilutive share-based awards 816 1,707 877 1,553
Dilutive effect of convertible notes 8,942 3,492 8,942 3,228
Diluted weighted average shares outstanding 59,455 53,942 59,521 53,539
Net income (loss) per common share:        
Basic (in dollars per share) $ 0.19 $ 0.13 $ 0.46 $ 0.18
Diluted (in dollars per share) $ 0.18 $ 0.12 $ 0.43 $ 0.17
v3.22.2
Income Per Common Share - Shares Excluded from EPS (Details) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Potentially dilutive shares        
Diluted income (loss) per share        
Securities excluded from the diluted calculation as their effect would be antidilutive 987 449 645 452
Convertible Notes        
Diluted income (loss) per share        
Securities excluded from the diluted calculation as their effect would be antidilutive 6,025 8,811 6,025 8,811
v3.22.2
Assets - Fair Value (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Short-term investments    
Transfer of assets from Level 1 to Level 2 $ 0  
Transfer of assets from Level 2 to Level 1 0  
Transfer of Liabilities from Level 1 to Level 2 0  
Transfer of Liabilities from Level 2 to Level 1 0  
Measured on a recurring basis    
Cash equivalents    
Total Cash equivalents 47,039 $ 41,665
Short-term investments    
Total Short-term investments 113,159 104,181
Measured on a recurring basis | U.S. treasuries    
Short-term investments    
Total Short-term investments 57,008 51,095
Measured on a recurring basis | Government agency securities    
Short-term investments    
Total Short-term investments 15,183 12,052
Measured on a recurring basis | Corporate debt    
Short-term investments    
Total Short-term investments 39,082 40,035
Measured on a recurring basis | Commercial paper    
Short-term investments    
Total Short-term investments 1,886 999
Measured on a recurring basis | Certificate of deposits and time deposits    
Cash equivalents    
Total Cash equivalents 46,720 41,544
Measured on a recurring basis | Money market cash    
Cash equivalents    
Total Cash equivalents 319 121
Measured on a recurring basis | Level 1    
Cash equivalents    
Total Cash equivalents 47,039 41,665
Short-term investments    
Total Short-term investments 57,008 51,095
Measured on a recurring basis | Level 1 | U.S. treasuries    
Short-term investments    
Total Short-term investments 57,008 51,095
Measured on a recurring basis | Level 1 | Certificate of deposits and time deposits    
Cash equivalents    
Total Cash equivalents 46,720 41,544
Measured on a recurring basis | Level 1 | Money market cash    
Cash equivalents    
Total Cash equivalents 319 121
Measured on a recurring basis | Level 2    
Short-term investments    
Total Short-term investments 56,151 53,086
Measured on a recurring basis | Level 2 | Government agency securities    
Short-term investments    
Total Short-term investments 15,183 12,052
Measured on a recurring basis | Level 2 | Corporate debt    
Short-term investments    
Total Short-term investments 39,082 40,035
Measured on a recurring basis | Level 2 | Commercial paper    
Short-term investments    
Total Short-term investments $ 1,886 $ 999
v3.22.2
Assets - Available-For-Sale Securities (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2021
Total available-for-sale securities      
Amortized Cost $ 114,533   $ 104,512
Gross Unrealized Losses (1,374)   (331)
Estimated Fair Value 113,159   104,181
Available-for-sale securities in a loss position      
Investments, Continuous loss position for less than 12 months, Estimated Fair Value 105,906   103,182
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses (1,297)   (331)
Investments, Continuous loss position for 12 months or more, Estimated Fair Value 5,367   0
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses (77)    
Contractual maturities - Amortized Cost      
Amortized Cost, Due in one year or less 102,309    
Amortized Cost, Due after one year through two years 12,224    
Amortized Cost 114,533   104,512
Contractual maturities - Estimated Fair Value      
Estimated Fair Value, Due in one year or less 101,262    
Estimated Fair Value, Due after one year through two years 11,897    
Available-for-sale Securities, Debt Securities, Total 113,159   104,181
Realized gains or losses      
Realized gains or losses 0 $ 0  
U.S. treasuries      
Total available-for-sale securities      
Amortized Cost 57,697   51,269
Gross Unrealized Losses (689)   (174)
Estimated Fair Value 57,008   51,095
Available-for-sale securities in a loss position      
Investments, Continuous loss position for less than 12 months, Estimated Fair Value 57,008   51,095
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses (689)   (174)
Contractual maturities - Amortized Cost      
Amortized Cost 57,697   51,269
Contractual maturities - Estimated Fair Value      
Available-for-sale Securities, Debt Securities, Total 57,008   51,095
Government agency securities      
Total available-for-sale securities      
Amortized Cost 15,291   12,075
Gross Unrealized Losses (108)   (23)
Estimated Fair Value 15,183   12,052
Available-for-sale securities in a loss position      
Investments, Continuous loss position for less than 12 months, Estimated Fair Value 12,585   12,052
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses (100)   (23)
Investments, Continuous loss position for 12 months or more, Estimated Fair Value 2,598    
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses (8)    
Contractual maturities - Amortized Cost      
Amortized Cost 15,291   12,075
Contractual maturities - Estimated Fair Value      
Available-for-sale Securities, Debt Securities, Total 15,183   12,052
Corporate debt      
Total available-for-sale securities      
Amortized Cost 39,659   40,169
Gross Unrealized Losses (577)   (134)
Estimated Fair Value 39,082   40,035
Available-for-sale securities in a loss position      
Investments, Continuous loss position for less than 12 months, Estimated Fair Value 36,313   40,035
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses (508)   (134)
Investments, Continuous loss position for 12 months or more, Estimated Fair Value 2,769    
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses (69)    
Contractual maturities - Amortized Cost      
Amortized Cost 39,659   40,169
Contractual maturities - Estimated Fair Value      
Available-for-sale Securities, Debt Securities, Total 39,082   40,035
Commercial paper      
Total available-for-sale securities      
Amortized Cost 1,886   999
Estimated Fair Value 1,886   999
Contractual maturities - Amortized Cost      
Amortized Cost 1,886   999
Contractual maturities - Estimated Fair Value      
Available-for-sale Securities, Debt Securities, Total $ 1,886   $ 999
v3.22.2
Assets - Accounts Receivable (Details) - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Assets    
Allowance for doubtful accounts receivable $ 0.7 $ 0.7
v3.22.2
Assets - Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Inventories    
Materials $ 105,262 $ 96,027
Work-in-process 63,370 54,128
Finished goods 7,859 20,703
Total $ 176,491 $ 170,858
v3.22.2
Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Prepaid expenses and other current assets    
Deposits with suppliers $ 7.4 $ 3.9
v3.22.2
Assets - Property, Plant, and Equipment (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Dec. 31, 2021
Property, plant, and equipment          
Gross property, plant and equipment $ 273,232   $ 273,232   $ 260,642
Less: accumulated depreciation and amortization 168,201   168,201   160,899
Net property, plant, and equipment 105,031   105,031   99,743
Depreciation expense 4,000 $ 3,500 7,700 $ 6,900  
Land          
Property, plant, and equipment          
Gross property, plant and equipment 5,061   5,061   5,061
Building and improvements          
Property, plant, and equipment          
Gross property, plant and equipment 63,973   63,973   63,946
Machinery and equipment          
Property, plant, and equipment          
Gross property, plant and equipment 153,794   153,794   145,656
Leaseholds improvements          
Property, plant, and equipment          
Gross property, plant and equipment $ 50,404   $ 50,404   $ 45,979
v3.22.2
Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Intangible assets    
Total Gross Intangible Assets $ 508,969 $ 508,969
Accumulated Amortization and Impairment 480,073 475,064
Total Net Intangible Assets 28,896 33,905
Technology    
Intangible assets    
Gross Carrying Amount, Definite-lived intangible assets 327,908 327,908
Accumulated Amortization and Impairment, Definite-lived intangible assets 313,735 310,551
Total definite-lived intangible assets 14,173 17,357
Customer relationship    
Intangible assets    
Gross Carrying Amount, Definite-lived intangible assets 146,465 146,465
Accumulated Amortization and Impairment, Definite-lived intangible assets 134,192 132,970
Total definite-lived intangible assets 12,273 13,495
Trademarks and tradenames    
Intangible assets    
Gross Carrying Amount, Definite-lived intangible assets 30,910 30,910
Accumulated Amortization and Impairment, Definite-lived intangible assets 28,460 27,857
Total definite-lived intangible assets 2,450 3,053
Other Intangible Assets    
Intangible assets    
Gross Carrying Amount, Definite-lived intangible assets 3,686 3,686
Accumulated Amortization and Impairment, Definite-lived intangible assets $ 3,686 $ 3,686
v3.22.2
Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Accrued expenses and other current liabilities    
Payroll and related benefits $ 26,644 $ 35,712
Warranty 8,540 7,878
Operating lease liabilities 4,110 4,437
Interest 2,757 2,757
Professional fees 2,862 1,467
Legal settlement 300 15,000
Sales, use, and other taxes 4,403 4,889
Other 7,302 7,612
Total $ 56,918 $ 79,752
v3.22.2
Liabilities - Warranty (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2022
USD ($)
Warranty  
Warranty period 1 year
Balance, beginning of the period $ 7,878
Warranties issued 4,109
Consumption of reserves (3,294)
Changes in estimate (153)
Balance, end of the period $ 8,540
v3.22.2
Liabilities - Customer Deposits and Deferred Revenue (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2022
Dec. 31, 2021
Liabilities    
Customer deposits and deferred revenue $ 57,800 $ 46,900
Changes in deferred revenue    
Beginning balance 16,276  
Deferral of revenue 5,284  
Recognition of unearned revenue (4,747)  
Ending balance $ 16,813  
v3.22.2
Liabilities - Performance Obligations Amount (Details)
$ in Millions
6 Months Ended
Jun. 30, 2022
USD ($)
Performance obligations  
Remaining performance obligations $ 40.5
Minimum  
Performance obligations  
Performance obligation at time of contract origination 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01  
Performance obligations  
Percentage of remaining performance obligation expected to be recognized 18.00%
v3.22.2
Liabilities - Performance Obligations Timing (Details)
6 Months Ended
Jun. 30, 2022
Liabilities  
Revenue, Practical Expedient, Remaining Performance Obligation true
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01  
Performance obligations  
Remaining performance obligations, expected timing of satisfaction 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01  
Performance obligations  
Remaining performance obligations, expected timing of satisfaction 2 years
v3.22.2
Liabilities - 2023, 2025 and 2027 Convertible Senior Notes (Details) - USD ($)
$ in Thousands
Nov. 05, 2021
Nov. 11, 2020
May 18, 2020
Jan. 10, 2017
Jun. 30, 2022
Dec. 31, 2021
Nov. 17, 2020
Debt              
Principal amount         $ 277,673 $ 277,673  
2023 Notes              
Debt              
Principal amount       $ 345,000 20,173 20,173  
Interest rate (as a percent)       2.70%      
Proceeds, net of issuance costs       $ 335,800      
Repurchased and retired amount $ 111,500 $ 125,000 $ 88,300        
Carrying amount of debt extinguished 105,500 $ 113,100 78,100        
Cash paid for repurchase of notes 115,600   81,200        
Accrued and unpaid interest $ 1,000            
2025 Notes              
Debt              
Principal amount         132,500 132,500 $ 132,500
Interest rate (as a percent)             3.50%
2027 Notes              
Debt              
Principal amount     $ 125,000   $ 125,000 $ 125,000  
Interest rate (as a percent)     3.75%        
Proceeds, net of issuance costs     $ 121,900        
Purchase of capped calls     $ 10,300        
v3.22.2
Liabilities - Convertible Senior Notes (Details)
3 Months Ended 6 Months Ended
Nov. 17, 2020
USD ($)
$ / shares
May 18, 2020
USD ($)
$ / shares
Jan. 10, 2017
USD ($)
$ / shares
Jun. 30, 2022
D
Jun. 30, 2022
USD ($)
D
Convertible Notes          
Debt          
Multiples of principal holders may convert         1,000
Minimum threshold period | D         20
Consecutive trading days | D       30 30
Stock price trigger (as a percent)       130.00% 130.00%
Trading days | D         5
Number of consecutive business days         5 days
Maximum percentage of common stock conversion         98.00%
2023 Notes          
Debt          
Conversion rate     0.0249800    
Conversion price (in dollars per share) | $ / shares     $ 40.03    
Measurement input     0.070    
Long-term Debt, Measurement Input     us-gaap:MeasurementInputDiscountRateMember    
Debt discount     $ 72,500,000    
Transaction costs     9,200,000    
Transaction costs allocated to the equity component     $ 1,900,000    
2025 Notes          
Debt          
Conversion rate 0.0416667        
Conversion price (in dollars per share) | $ / shares $ 24.00        
Measurement input 0.080        
Long-term Debt, Measurement Input us-gaap:MeasurementInputDiscountRateMember        
Debt discount $ 21,000,000.0        
Transaction costs 1,900,000        
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      
Measurement input   0.091      
Long-term Debt, Measurement Input   us-gaap:MeasurementInputDiscountRateMember      
Debt discount   $ 34,200,000      
Transaction costs   3,100,000      
Transaction costs allocated to the equity component   $ 800,000      
v3.22.2
Liabilities - Convertible Senior Notes Carrying Value (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Nov. 17, 2020
May 18, 2020
Jan. 10, 2017
Debt          
Principal amount $ 277,673 $ 277,673      
Unamortized debt discount/transaction costs (3,498) (48,235)      
Net carrying value 274,175 229,438      
2023 Notes          
Debt          
Principal amount 20,173 20,173     $ 345,000
Unamortized debt discount/transaction costs (53) (967)      
Net carrying value 20,120 19,206      
2025 Notes          
Debt          
Principal amount 132,500 132,500 $ 132,500    
Unamortized debt discount/transaction costs (1,220) (17,302)      
Net carrying value 131,280 115,198      
2027 Notes          
Debt          
Principal amount 125,000 125,000   $ 125,000  
Unamortized debt discount/transaction costs (2,225) (29,966)      
Net carrying value $ 122,775 $ 95,034      
v3.22.2
Liabilities - Convertible Senior Notes - Interest Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Non-Cash Interest Expense        
Amortization of debt discount/transaction costs     $ 477 $ 7,100
Total Interest Expense $ 2,706 $ 6,806 5,410 13,541
2023 Notes        
Cash Interest Expense        
Coupon interest expense 136 889 272 1,778
Non-Cash Interest Expense        
Amortization of debt discount/transaction costs $ 24 1,390 $ 48 2,754
Convertible Debt, Fair Value by Fair Value Hierarchy Level Level 2   Level 2  
Estimated fair value $ 20,000   $ 20,000  
2025 Notes        
Cash Interest Expense        
Coupon interest expense 1,159 1,159 2,318 2,319
Non-Cash Interest Expense        
Amortization of debt discount/transaction costs $ 114 1,185 $ 226 2,348
Convertible Debt, Fair Value by Fair Value Hierarchy Level Level 2   Level 2  
Estimated fair value $ 148,000   $ 148,000  
2027 Notes        
Cash Interest Expense        
Coupon interest expense 1,172 1,172 2,344 2,344
Non-Cash Interest Expense        
Amortization of debt discount/transaction costs $ 101 $ 1,011 $ 202 $ 1,998
Convertible Debt, Fair Value by Fair Value Hierarchy Level Level 2   Level 2  
Estimated fair value $ 197,700   $ 197,700  
v3.22.2
Liabilities - Capped Call Transactions (Details) - Capped Call Transactions
$ / shares in Units, $ in Millions
May 13, 2020
USD ($)
$ / shares
Debt  
Aggregate price of capped call transaction | $ $ 10.3
Cap price of the capped call transactions (in dollars per share) | $ / shares $ 18.46
v3.22.2
Liabilities - Revolving Credit Facility (Details) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Dec. 16, 2021
Jun. 30, 2022
Dec. 31, 2021
Credit Facility      
Debt      
Borrowing capacity $ 150    
Debt instrument term 5 years    
Additional increase in borrowing subject to certain conditions $ 75    
Outstanding amount   $ 0 $ 0
Credit Facility | Minimum      
Debt      
Unused commitment fee percentage (as a percent) 0.25%    
Interest coverage ratio 3.00    
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) 0.00%    
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    
v3.22.2
Liabilities - Other Liabilities (Details) - Other Liabilities - USD ($)
$ in Millions
Jun. 30, 2022
Dec. 31, 2021
Other liabilities    
Medical and dental benefits $ 1.8 $ 1.8
Asset retirement obligations 2.8 2.8
Income taxes payable $ 0.4 $ 0.4
v3.22.2
Commitments and Contingencies - Lease terms (Details)
Jun. 30, 2022
Leases  
Lease renewal term 5 years
Remaining lease term 12 years
Weighted average discount rate (as a percent) 5.60%
v3.22.2
Commitments and Contingencies - Minimum lease commitments (Details) - USD ($)
$ in Thousands
Jun. 30, 2022
Dec. 31, 2021
Minimum lease commitments, Payments due by period:    
2022 $ 2,296  
2023 4,069  
2024 3,864  
2025 3,307  
2026 3,488  
Thereafter 35,961  
Total future minimum lease payments 52,985  
Less: Imputed interest (17,103)  
Total operating lease liabilities 35,882  
Operating lease liability, current $ 4,110 $ 4,437
Operating Lease, Liability, Current, Statement of Financial Position Accrued expenses and other current liabilities  
Long-term operating lease liabilities $ 31,772 $ 32,834
Total operating lease liabilities $ 35,882  
Operating Lease, Liability, Statement of Financial Position Long-term operating lease liabilities, Accrued expenses and other current liabilities  
v3.22.2
Commitments and Contingencies - Lease costs (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Lease cost        
Operating lease cost $ 1.8 $ 1.8 $ 3.7 $ 3.1
Variable lease cost $ 0.5 $ 0.4 1.0 0.9
Operating cash flows from operating leases     $ 3.8 $ 3.3
v3.22.2
Commitments and Contingencies - Purchase Commitments and Bank Guarantees (Details)
$ in Millions
Jun. 30, 2022
USD ($)
Purchase commitments  
Purchase commitments due within one year $ 252.1
Bank guarantees  
Bank guarantees and letters of credit outstanding 7.8
Unused bank guarantees and letters of credit $ 14.4
v3.22.2
Commitments and Contingencies - Legal Proceedings (Details)
$ in Millions
1 Months Ended
Aug. 08, 2018
case
Oct. 31, 2021
USD ($)
Apr. 30, 2022
USD ($)
Ultratech acquisition litigation      
Legal Proceedings      
Number of purported class action complaints filed | case 2    
Amount plaintiff will receive for fees and expenses     $ 0.3
Wolther Action      
Legal Proceedings      
Settlement amount   $ 15.0  
v3.22.2
Derivative Financial Instruments (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Not Designated as Hedges | Foreign currency exchange forwards    
Derivative Financial Instruments    
Gains (losses) $ 0 $ 0
v3.22.2
Equity - Statement of Stockholders' Equity (Details) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Mar. 31, 2022
Jun. 30, 2021
Mar. 31, 2021
Jun. 30, 2022
Jun. 30, 2021
Increase (Decrease) in Stockholders' Equity            
Balance at the beginning of the period $ 403,570 $ 437,628 $ 412,461 $ 408,374 $ 437,628 $ 408,374
Net income 9,655 13,330 6,348 2,494 22,985 8,842
Other comprehensive income (loss), net of tax (272) (822) (24) (19)    
Share-based compensation expense 6,278 4,481 4,367 3,237    
Net issuance under employee stock plans 1,506 (6,787) 583 (1,625)    
Balance at the end of the period 420,737 403,570 423,735 412,461 420,737 423,735
Cumulative Effect, Period of Adoption, Adjustment            
Increase (Decrease) in Stockholders' Equity            
Balance at the beginning of the period   (44,260)     (44,260)  
Common Stock            
Increase (Decrease) in Stockholders' Equity            
Balance at the beginning of the period $ 513 $ 507 $ 502 $ 497 $ 507 $ 497
Balance (in shares) 51,243 50,653 50,183 49,724 50,653 49,724
Net issuance under employee stock plans $ 2 $ 6 $ 1 $ 5    
Net issuance under employee stock plans (in shares) 182 590 166 459    
Balance at the end of the period $ 515 $ 513 $ 503 $ 502 $ 515 $ 503
Balance (in shares) 51,425 51,243 50,349 50,183 51,425 50,349
Additional Paid-in Capital            
Increase (Decrease) in Stockholders' Equity            
Balance at the beginning of the period $ 1,057,808 $ 1,116,921 $ 1,114,959 $ 1,113,352 $ 1,116,921 $ 1,113,352
Share-based compensation expense 6,278 4,481 4,367 3,237    
Net issuance under employee stock plans 1,504 (6,793) 582 (1,630)    
Balance at the end of the period 1,065,590 1,057,808 1,119,908 1,114,959 1,065,590 1,119,908
Additional Paid-in Capital | Cumulative Effect, Period of Adoption, Adjustment            
Increase (Decrease) in Stockholders' Equity            
Balance at the beginning of the period   (56,801)     (56,801)  
Accumulated Deficit            
Increase (Decrease) in Stockholders' Equity            
Balance at the beginning of the period (655,412) (681,283) (704,827) (707,321) (681,283) (707,321)
Net income 9,655 13,330 6,348 2,494    
Balance at the end of the period (645,757) (655,412) (698,479) (704,827) (645,757) (698,479)
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment            
Increase (Decrease) in Stockholders' Equity            
Balance at the beginning of the period   12,541     12,541  
Accumulated Other Comprehensive Income            
Increase (Decrease) in Stockholders' Equity            
Balance at the beginning of the period 661 1,483 1,827 1,846 1,483 1,846
Other comprehensive income (loss), net of tax (272) (822) (24) (19)    
Balance at the end of the period $ 389 $ 661 $ 1,803 $ 1,827 $ 389 $ 1,803
v3.22.2
Equity - AOCI Rollforward (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Changes in the balances of each component of AOCI        
Balance at the beginning of the period $ 403,570 $ 412,461 $ 437,628 $ 408,374
Other comprehensive income (loss) (272) (24) (1,094) (43)
Balance at the end of the period 420,737 423,735 420,737 423,735
Accumulated Other Comprehensive Income        
Changes in the balances of each component of AOCI        
Balance at the beginning of the period 661 1,827 1,483 1,846
Other comprehensive income (loss)     (1,094)  
Balance at the end of the period 389 $ 1,803 389 $ 1,803
Translation adjustment        
Changes in the balances of each component of AOCI        
Balance at the beginning of the period     1,814  
Other comprehensive income (loss)     (51)  
Balance at the end of the period 1,763   1,763  
Unrealized gain on available for sale securities        
Changes in the balances of each component of AOCI        
Balance at the beginning of the period     (331)  
Other comprehensive income (loss)     (1,043)  
Balance at the end of the period $ (1,374)   $ (1,374)  
v3.22.2
Share-based Compensations - Recognized Share-based Compensation (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Recognized share-based compensation        
Total share-based compensation expense $ 6,278 $ 4,367 $ 10,759 $ 7,605
Cost of sales        
Recognized share-based compensation        
Total share-based compensation expense 1,251 650 2,189 1,146
Research and development        
Recognized share-based compensation        
Total share-based compensation expense 1,863 1,132 3,120 1,949
Selling, general and administrative        
Recognized share-based compensation        
Total share-based compensation expense $ 3,164 $ 2,585 $ 5,450 $ 4,510
Restricted Stock Awards | Minimum        
Recognized share-based compensation        
Expiration term     1 year  
Restricted Stock Awards | Maximum        
Recognized share-based compensation        
Expiration term     4 years  
v3.22.2
Share-based Compensations - Stock Option Activity (Details) - Stock options
shares in Thousands
6 Months Ended
Jun. 30, 2022
$ / shares
shares
Number of Shares  
Outstanding at the beginning of the period (in shares) | shares 443
Expired (in shares) | shares (261)
Outstanding at the end of the period (in shares) | shares 182
Weighted Average Exercise Price  
Outstanding at the beginning of the period (in dollars per share) | $ / shares $ 32.15
Expired or forfeited (in dollars per share) | $ / shares 32.93
Outstanding at the end of the period (in dollars per share) | $ / shares $ 31.02
v3.22.2
Share-based Compensation - Restricted shares and performance shares (Details) - Non-vested restricted shares and performance shares
shares in Thousands
6 Months Ended
Jun. 30, 2022
$ / shares
shares
Number of Shares  
Outstanding at the beginning of the period (in shares) | shares 2,083
Granted (in shares) | shares 1,012
Performance award adjustments (in shares) | shares 85
Vested (in shares) | shares (678)
Forfeited (in shares) | shares (63)
Outstanding at the end of the period (in shares) | shares 2,439
Weighted Average Grant Date Fair Value  
Outstanding at the beginning of the period (in dollars per share) | $ / shares $ 17.33
Granted (in dollars per share) | $ / shares 31.33
Performance award adjustments (in dollars per share) | $ / shares 14.03
Vested (in dollars per share) | $ / shares 15.71
Forfeited (in dollars per share) | $ / shares 19.38
Outstanding at the end of the period (in dollars per share) | $ / shares $ 23.42
v3.22.2
Income Taxes (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
Jun. 30, 2021
Jun. 30, 2022
Jun. 30, 2021
Tax reconciliation disclosures        
Income before income taxes $ 10,188 $ 6,667 $ 23,902 $ 9,459
Income tax expense (benefit) 533 319 917 617
Federal        
Tax reconciliation disclosures        
Income tax expense (benefit) 100 100 200 200
Foreign tax        
Tax reconciliation disclosures        
Income tax expense (benefit) $ 400 $ 200 $ 700 $ 400
v3.22.2
Segment Reporting and Geographic Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2022
USD ($)
Jun. 30, 2021
USD ($)
Jun. 30, 2022
USD ($)
segment
item
Jun. 30, 2021
USD ($)
Revenue reporting by end-market and geographic region        
Number of operating segments | segment     1  
Number of reportable segments | segment     1  
Number of key markets | item     4  
Sales $ 163,999 $ 146,344 $ 320,425 $ 280,059
United States        
Revenue reporting by end-market and geographic region        
Sales 57,940 66,969 105,410 112,132
EMEA        
Revenue reporting by end-market and geographic region        
Sales 27,234 8,939 48,660 22,563
China        
Revenue reporting by end-market and geographic region        
Sales 28,497 20,880 58,878 40,887
Rest of APAC        
Revenue reporting by end-market and geographic region        
Sales 49,345 49,460 106,267 104,337
Rest Of World        
Revenue reporting by end-market and geographic region        
Sales 983 96 1,210 140
Semiconductor        
Revenue reporting by end-market and geographic region        
Sales 97,521 53,689 175,141 105,321
Compound Semiconductor        
Revenue reporting by end-market and geographic region        
Sales 31,122 24,231 68,231 48,982
Data Storage        
Revenue reporting by end-market and geographic region        
Sales 21,548 52,025 43,143 93,005
Scientific & Other        
Revenue reporting by end-market and geographic region        
Sales $ 13,808 $ 16,399 $ 33,910 $ 32,751