Veeco(VECO) - 2023 Q4 - Annual Report

PART I Business Veeco manufactures advanced semiconductor process equipment for four key end-markets, with 22% of 2023 net sales from services and a year-end backlog of $490.7 million - Veeco manufactures advanced semiconductor process equipment for key devices enabling AI, 5G networks, mobile electronics, 3D sensing, and data storage[22] End-Markets and Applicable Veeco Technologies | Market | Description | Applicable Veeco Technologies | | :--- | :--- | :--- | | Semiconductor | Logic and memory applications on silicon wafers, including advanced packaging | Laser Annealing, Ion Beam Deposition (IBD), Ion Beam Etch (IBE), Wet Processing, Advanced Packaging Lithography | | Compound Semiconductor | Power Electronics, Photonics (micro-LEDs, lasers), RF Filters, and Solar | GaN MOCVD, As/P MOCVD, Wet Processing, MBE, ALD, IBE, SiC CVD | | Data Storage | Hard Disk Drives (HDD) for mass storage, particularly in Data Centers | IBD, IBE, Physical Vapor Deposition, Wet Processing | | Scientific & Other | Advanced materials research (e.g., quantum computing) and optical coatings | Ion Beam Sputtering, MBE, Wet Processing, ALD | Sales and Backlog Information | Metric | 2023 (%) | 2022 (%) | 2021 (%) | | :--- | :--- | :--- | :--- | | Revenue from Parts, Upgrades, Service & Support | 22% | 24% | 28% | | Backlog (Year-End) | $490.7M | $499.9M | N/A | - As of the end of 2023, Veeco had a global workforce of 1,215 employees, with 890 in the United States, 267 in the Asia-Pacific region, and 58 in the EMEA region, with a 12-month rolling average voluntary turnover of approximately 7.2%[56][59] Risk Factors The company faces significant risks from market volatility, intense competition, U.S.-China trade policies, cybersecurity threats, and financial structure Risks Related to Our Business and Industry - The company faces significant competition from established players with greater resources and smaller, specialized emerging companies, which could lead to lower profit margins[72] - The business is subject to the cyclicality of the semiconductor, compound semiconductor, and data storage industries, leading to volatile capital expenditures by customers[89] - A concentrated customer base, located in a limited number of geographic regions, accounts for a substantial portion of net sales, creating risk if principal customers discontinue their relationship or suffer economic setbacks[85][86] - The company's sales cycle is long and unpredictable, often exceeding twelve months, which can cause fluctuations in operating results and requires significant upfront expense before revenue is generated[100] Risks Associated with Operating a Global Business Revenue from Non-U.S. Customers | Year | Percentage of Total Revenue (%) | | :--- | :--- | | 2023 | 76% | | 2022 | 69% | | 2021 | 62% | - Changes in U.S. trade policy and export controls, particularly new rules from the Bureau of Industry and Security (BIS) restricting China's access to advanced semiconductors, have negatively affected and may continue to adversely affect the company's ability to sell and service products in China[114][115][116] - The company's laser annealing, MOCVD, MBE, SiC, and other systems are controlled for export under U.S. Export Administration Regulations (EAR), and the inability to obtain required licenses could prevent product shipments and servicing[122] Risks Related to Intellectual Property and Cybersecurity - The company is increasingly dependent on IT systems and is vulnerable to cybersecurity attacks, which are growing in frequency and sophistication, potentially leading to business disruption, loss of sensitive information, and reputational harm[125][126] - Success depends on protecting intellectual property through patents, trademarks, and trade secrets, but these rights may be circumvented, invalidated, or difficult to enforce, especially in foreign countries[128] Financial, Accounting and Capital Market Risks - The company's debt facilities contain restrictions and covenants that may limit its ability to incur additional debt, sell assets, or merge, with failure to comply potentially resulting in default and debt acceleration[145][148] - As of December 31, 2023, the company had outstanding principal amounts of $26.5 million in 2025 Notes, $25.0 million in 2027 Notes, and $230.0 million in 2029 Notes[146] - Changes in tax laws, such as the proposed "Tax Relief for American Families and Workers Act of 2024" and OECD's BEPS project, could materially affect the company's effective tax rate and financial results[141][142] General Risk Factors - The company's stock price is volatile, with a closing high of $31.65 and a low of $17.81 in 2023, influenced by macroeconomic conditions, operational results, and analyst estimates[157] - The company's success depends on its ability to attract, retain, and motivate key employees in a competitive talent market, particularly for technical personnel in the semiconductor industry[161] - The company has adopted anti-takeover measures, such as a classified board and "blank check" preferred stock, which could make an acquisition more difficult[168][169] Unresolved Staff Comments The company reports no unresolved staff comments from the SEC - None[171] Cybersecurity The company's cybersecurity program, overseen by the Audit Committee, is integrated into enterprise risk management, with no material incidents identified - The cybersecurity program is based on the NIST framework and includes a cross-functional Information Security Leadership Group for governance and coordination[172][178] - The Board's Audit Committee oversees cybersecurity risk management, receiving quarterly updates from management, including the Chief Information Security Officer[176] - The company is not aware of any current cybersecurity incidents or threats that are reasonably likely to materially affect its business strategy, results of operations, or financial condition[181] Properties The company's principal owned and leased facilities, including corporate HQ and R&D, are deemed adequate to meet current needs Principal Owned and Leased Facilities | Location | Type | Size (sq. ft.) | Use | | :--- | :--- | :--- | :--- | | Plainview, NY | Owned | 80,000 | Corporate HQ, R&D, Sales & Service | | Somerset, NJ | Owned | 80,000 | R&D, Manufacturing, Sales & Service | | St. Paul, MN | Owned | 43,000 | R&D, Manufacturing, Sales & Service | | San Jose, CA | Leased | 100,000 | R&D, Manufacturing, Sales & Service | Legal Proceedings The company is involved in routine legal proceedings, not expecting a material adverse effect on its financial position or results - Information regarding legal proceedings is incorporated by reference from Note 10, "Commitments and Contingencies" in the Consolidated Financial Statements[183] Mine Safety Disclosures This item is not applicable to the company - Not Applicable[184] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on NASDAQ under "VECO," with no dividends paid, and future policy determined by the Board - The company's common stock is traded on The NASDAQ Global Select Market under the symbol "VECO"[186] - The company has not paid dividends on its common stock, and future dividend policy will be determined by the Board of Directors based on financial condition and other factors[186] Stock Performance Comparison (2018-2023) | Year | Veeco Instruments Inc. | S&P Smallcap 600 | RDG MidCap Technology | | :--- | :--- | :--- | :--- | | 2018 | 100.00 | 100.00 | 100.00 | | 2019 | 198.18 | 122.78 | 135.47 | | 2020 | 234.28 | 136.64 | 183.68 | | 2021 | 384.21 | 173.29 | 207.06 | | 2022 | 250.74 | 145.39 | 151.73 | | 2023 | 418.76 | 168.73 | 190.98 | Reserved This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations In 2023, Veeco achieved 3% revenue growth to $666.4 million, with improved gross margin but a $30.4 million net loss due to debt extinguishment Executive Summary & Business Update - Key achievements in 2023 include record revenue in the Semiconductor market (up 12% YoY), shipment of next-generation evaluation systems to Tier 1 customers, and successful refinancing of convertible notes to strengthen the balance sheet[194] - The company faces macroeconomic challenges including inflation, high interest rates, and heightened China export regulations, which contribute to market uncertainty[193] - For 2024, the company expects revenue to be up in the Semiconductor market, to grow in the Compound Semiconductor market, and to be flat to up in the Data Storage market[197][198][199] Results of Operations Consolidated Results of Operations (2023 vs. 2022) | Metric (in thousands) | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Net sales | $666,435 | $646,137 | 3% | | Gross profit | $285,059 | $263,148 | 8% | | Gross Margin | 43% | 41% | - | | Operating income | $69,940 | $60,296 | 16% | | Net income (loss) | $(30,368) | $166,942 | Not meaningful | Net Sales by End-Market and Geography (2023 vs. 2022) | Category (in thousands) | 2023 | 2022 | Change (%) | | :--- | :--- | :--- | :--- | | Semiconductor | $412,724 | $369,369 | 12% | | Compound Semiconductor | $87,258 | $121,194 | (28)% | | Data Storage | $88,473 | $87,544 | 1% | | Scientific & Other | $77,980 | $68,030 | 15% | | China | $217,942 | $123,703 | 76% | | United States | $162,790 | $197,433 | (18)% | - A loss on extinguishment of debt of $97.1 million was recorded in 2023, comprising $16.5 million for the 2025 Notes and $80.6 million for the 2027 Notes, following a refinancing transaction[213][214] Liquidity and Capital Resources Cash and Investments Position | (in thousands) | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | $158,781 | $154,925 | | Short-term investments | $146,664 | $147,488 | | Total | $305,784 | $302,960 | Summary of Cash Flow Activity (2023 vs. 2022) | (in thousands) | 2023 | 2022 | | :--- | :--- | :--- | | Net cash from operating activities | $61,674 | $108,483 | | Net cash used in investing activities | $(53,330) | $(68,880) | | Net cash used in financing activities | $(4,680) | $(4,550) | - The company has access to a $150.0 million revolving credit facility, which was undrawn as of December 31, 2023, to support working capital needs[225] - As of December 31, 2023, the company had total contractual obligations of $572.8 million, with $189.2 million due in less than one year, including $200.4 million in purchase commitments[227][228] Critical Accounting Policies and Estimates - Critical accounting policies requiring a high degree of judgment include Revenue Recognition, Inventory Valuation, Goodwill and Intangible Assets, Accounting for Business Combinations, and Income Taxes[230] - For revenue recognition, significant judgment is required to identify performance obligations, allocate the transaction price, and determine when the transfer of control to the customer occurs, especially for systems with field acceptance provisions[231][237] - Goodwill is tested for impairment annually by comparing the fair value of the single reporting unit, determined by adjusted market capitalization, to its carrying amount[236][237] Quantitative and Qualitative Disclosures about Market Risk The company faces interest rate risk on its $146.7 million investment portfolio and limited currency exchange risk, with only 4% of sales denominated in foreign currencies - The company's investment portfolio of $146.7 million is subject to interest rate risk, where a 100 basis point increase in interest rates would result in a $0.8 million decrease in the portfolio's fair value[247] - Net sales to customers outside the U.S. were 76% of total sales in 2023, but sales denominated in currencies other than the U.S. dollar were only 4% of total net sales, mitigating direct currency exchange risk[250] Financial Statements and Supplementary Data This section confirms the inclusion of the company's Consolidated Financial Statements within the Form 10-K filing - The Consolidated Financial Statements are listed in the Index to Consolidated Financial Statements and Financial Statement Schedule filed as part of this Form 10-K[252] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants regarding accounting and financial disclosure - None[254] Controls and Procedures Management and independent auditors concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - Management concluded that disclosure controls and procedures are effective as of December 31, 2023[255] - Management concluded that internal control over financial reporting is effective as of December 31, 2023, based on the COSO (2013) framework[256] - There were no changes in internal control during the fourth quarter of 2023 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[258] Other Information This item is not applicable and contains no information - None[266] PART III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the 2024 proxy statement - Required information is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[268] Executive Compensation Information regarding executive compensation is incorporated by reference from the 2024 proxy statement - Required information is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[270] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information on security ownership and equity compensation plans is incorporated by reference from the 2024 proxy statement - Required information is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[271] Certain Relationships and Related Transactions, and Director Independence Information on related party transactions and director independence is incorporated by reference from the 2024 proxy statement - Required information is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[272] Principal Accounting Fees and Services Information on principal accounting fees and services is incorporated by reference from the 2024 proxy statement - Required information is incorporated by reference from the definitive proxy statement for the 2024 Annual Meeting of Stockholders[273] PART IV Exhibits, Financial Statement Schedules This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K report - This item includes the registrant's financial statements, financial statement schedules, and a list of all exhibits filed with the report[277]