NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Nature of Business, Basis of Presentation and Significant Accounting Policies
Description of Business
– Nanometrics Incorporated (“Nanometrics” or the “Company”) and its wholly-owned subsidiaries provide advanced, high-performance process control metrology and inspection systems used primarily in the fabrication of semiconductors and other solid-state devices as well as industrial and scientific applications. Nanometrics' metrology systems precisely measure a wide range of film types deposited on substrates during manufacturing to control manufacturing processes and increase production yields in the fabrication of integrated circuits. The Company’s optical critical dimension (“OCD”) technology is a patented critical dimension measurement technology that is used to precisely determine the dimensions on the semiconductor wafer that directly control the resulting performance of the integrated circuit devices. The thin film metrology systems use a broad spectrum of wavelengths, high-sensitivity optics, proprietary software, and patented technology to measure the thickness and uniformity of films deposited on silicon and other substrates as well as their chemical composition. The overlay metrology systems are used to measure the overlay accuracy of successive layers of semiconductor patterns on wafers in the photolithography process. Nanometrics' inspection systems are used to find defects on patterned and unpatterned wafers at nearly every stage of the semiconductor production flow. The corporate headquarters of Nanometrics is in Milpitas, California.
Basis of Presentation
– The accompanying condensed consolidated financial statements (“financial statements”) have been prepared on a consistent basis with the audited consolidated financial statements as of December 29, 2018 and include all normal recurring adjustments necessary to fairly state the information set forth therein. All significant intercompany accounts and transactions have been eliminated in consolidation.
The financial statements have been prepared in accordance with the regulations of the United States Securities and Exchange Commission (“SEC”) for interim periods in accordance with S-X Article 10, and, therefore, omit certain information and footnote disclosure necessary to present the statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The operating results for interim periods are not necessarily indicative of the operating results that may be expected for the entire year. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended December 29, 2018, which were included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2019.
Fiscal Period
– The Company uses a 52/53 week fiscal year ending on the last Saturday of the calendar year. All references to the quarter refer to Nanometrics’ fiscal quarter. The fiscal quarters reported herein are 13 week periods.
Use of Estimates
– The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. Estimates are used for, but not limited to, revenue recognition, the provision for doubtful accounts, the provision for excess, obsolete, or slow-moving inventories, valuation of intangible and long-lived assets, warranty accruals, income taxes, valuation of stock-based compensation, and contingencies.
Changes to Significant Accounting Policies
Except for the change below, the Company has consistently applied its accounting policies to all periods presented in these financial statements.
Leases
- The Company adopted the new accounting standard Topic 842,
Leases
and all related amendments, as of December 30, 2018, the first day of its 2019 fiscal year, by electing to use the additional optional transition method permitted under the Topic of applying the new leases standard at the adoption date for all then-active leases and prospectively to leasing arrangements entered after the adoption date. The Company’s reporting for the comparative period presented in the financial statements continues to follow prior U.S. GAAP.
The main impact of Topic 842 was to increase the transparency and comparability of the Company’s financial statements by requiring the recognition of right of use assets (“ROU assets”) and lease liabilities on the Company’s balance sheet for leases classified as operating leases under which the Company is lessee. Under the Topic, disclosures are required to meet the objective of enabling users of the Company’s financial statements to assess the amount, timing, and uncertainty of cash flows arising from such leases.
9
Index
The Company elected all available practical expedients, adopted an accounting policy to not recognize lease liabilities or ROU assets for short-term leases, and implemented internal controls and system functionality to enable the preparation of financial information upon adoption of Topic 842.
The Company has identified all its leases as operating leases, which primarily comprised leases for office space, data centers, colocation agreements, ISP services, logistics arrangements, equipment rental, and others. The Company’s lease accounting policy can be summarized into 4 categories, namely (1) identifying the lease, (2) classifying the lease, (3) measuring the lease, and (4) accounting for the lease.
Identifying the lease –
The Company evaluates each service contract upon inception to determine whether it is, or contains, a lease. Such determination is made by applying judgment in evaluating each service contract within the context of the 5-step decision making process under Topic 842. The key concepts of the 5-step decision making process that the Company must evaluate can be summarized as: (1) is there an identified physical asset, (2) does the Company have the right to substantially all the economic benefits from the asset throughout the contract period, (3) does the Company control how and for what purpose the asset is used, (4) does the Company operate the asset, and (5) did the Company design the asset in a way that predetermines how it will be used.
For the service contract to be identified as a lease there must be an underlying physical asset (step 1) that the Company can obtain substantially all the economic benefits from (step 2) by exercising control over (step 3) throughout the lease term. The Company has been able to identify which of its contracts are leases through its evaluations of steps 1, 2, and 3.
Classifying the lease –
Once the Company identifies a lease, it then applies judgment in evaluating the contract to determine how the lease should be classified. If any of the following criteria have been met the lease is classified as a financing lease, otherwise it is classified as an operating lease.
|
1.
|
The lease transfers ownership of the underlying identified asset to the Company by the end of the lease term.
|
|
2.
|
The lease grants the Company an option to purchase the underlying identified asset that it is reasonably certain to exercise.
|
|
3.
|
Generally, the lease term is for the major part of the remaining economic useful life of the underlying identified asset.
|
|
4.
|
The present value of the sum of the lease payments and any residual value guaranteed by the Company that is not already reflected in the lease payments equals or exceeds substantially all the fair value of the underlying identified asset.
|
|
5.
|
The underlying asset is of such a specialized nature that it wouldn’t have an alternative use to the lessor at the end of the lease term.
|
The Company has not entered into any contracts that transfer ownership of the underlying identified asset to the Company by the end of the lease term and there are only a small number of individually insignificant leases that contain a purchase option, none of which the Company intends to exercise. The Company has evaluated its contracts under these criteria and has determined that all such contracts are operating leases.
The Company does not reassess the lease classification after the commencement date unless (a) the contract is modified, and the modification is not accounted for as a separate contract, (b) there is a change in the lease term, or (c) there is a change in the assessment of whether the Company is reasonably certain to exercise an option to purchase the underlying asset.
Measuring the lease –
Topic 842 requires the Company to record a ROU Asset and a lease liability at the lease commencement date for all leases. The Company does this by measuring and recording a lease liability equal to the present value of all remaining lease payments. The Company applies judgment in estimating the remaining lease term. For its offices, data centers, colocation agreements, ISP services and logistics it assesses the current life of the lease, defined renewal periods in the contract (if any), the strategic plan for maintaining (or replacing) the asset among other factors in determining the future lease term when measuring the lease. While implementing Topic 842, the Company noted that none of its leases contained residual value guarantees, variable lease payments or any restrictions or covenants imposed by the lessors, outside of standard restrictions on subletting office space.
Under Topic 842, if the interest rate implicit in the lease is or can be known, the Company is required to use such rate. The rate implicit in the lease is not known for any of the Company’s leases, so the Company bases its interest rate on its incremental borrowing rate, using significant judgment to adjust its incremental borrowing rate to align with the term of the lease and the incremental borrowing rates in the countries in which the Company operates.
Once the Company has calculated the initial lease liability, it uses such measurement as the starting point for determining the ROU asset value. Any lease payments made to the lessor at or before the lease commencement date (for which the underlying service period has not expired) are added to the value of the initial lease liability along with any initial direct costs (such as broker’s commissions) incurred by the Company to arrive at the initial ROU asset value.
10
Index
The Company initially measures the lease as of the lease commencement date, and except as noted below, it does not remeasure the lease. The Company
applies significant judgment in
consider
ing
all relevant factors that create an economic benefit (e.g.; contract-based, asset-based, entity-based, and market-based, among others) as of the commencement date in determining the initial lease term and
future
lease payments. For example, the Company exercises judgment in determining whether renewal periods will be exercised during the initial measurement process. If the Company believes it will exercise the renewal option, and the lease payments associated with the renewal periods are known or calculable, such renewal lease payments would be included in the initial measurement of the lease liability. Otherwise, even if the Company believes that it will exercise the renewal period,
if
the renewal payments
are unknown or not calculable, they
would not be included until they became known or calculable at which time the Company would remeasure the remaining lease payments similar to a lease modification.
At the implementation date, the Company measured its initial lease liability as $11.5 million for all leases in effect at such date. The Company determined it had made $0.1 million of lease payments to lessors at or before the implementation date for which the underlying service period had not expired; consequently, the Company initially recognized $11.6 million as a right to use asset at the implementation date. During the three and six-month periods ended June 29, 2019, the Company recognized $0.0 million and $0.7 million of lease liabilities and right of use assets related to contracts entered into during the respective period.
Generally, the Company does not reassess lease terms or purchase options, nor does it remeasure lease payments unless certain circumstances occur. The Company reassesses the lease term or its option to purchase the underlying asset only if and at the point in time that (a) there is a significant event of change in circumstances within the Company’s control that directly impacts the lease, (b) an event occurs that is written into the lease that obliges the Company to exercise an option, (c) the Company elects to exercise an option that it did not previously determine it was going to exercise, or (d) the Company decides to not exercise an option that it previously had determined it was going to exercise. The Company remeasures the lease payments if and at the point in time that (a) the lease is modified and the modification is not accounted for as a separate contract, (b) a contingency is resolved that causes variable lease payments to meet the definition of fixed lease payments, (c) the lease term changes, (d) the Company changes its assessment as to whether it will exercise an option to purchase the leased asset, or (e) there is a change in amounts probable of being owed under a residual guarantee value clause.
Accounting for the lease –
Topic 842 requires the Company to recognize a ROU asset and a lease liability, initially measured as set forth above, for each of its operating leases in its statement of financial position. At adoption of Topic 842, any difference in the initial measurement of the ROU asset and the lease liability was charged to opening retained earnings as a cumulative effect adjustment; however, no such adjustment was recorded by the Company as the initial measurement resulted in no such difference. Topic 842 also requires the Company to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a straight-line basis in the statement of operations. The Company uses the effective interest rate method to accrete interest on the lease liability.
The components of lease expense for the three and six months ended June 29, 2019 were as follows (in thousands):
|
|
Three Months
|
|
|
Six Months
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
June 29, 2019
|
|
|
June 29, 2019
|
|
Operating lease expense
|
|
$
|
924
|
|
|
$
|
1,771
|
|
Other information related to leases as of and for the six months ended June 29, 2019 was as follows (in thousands, except as indicated):
Supplemental Cash Flows Information
|
|
Amount
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
Operating cash flows used by operating leases
|
|
$
|
1,582
|
|
Right of use assets recognized in exchange for operating lease liabilities
|
|
|
698
|
|
Imputed interest - operating leases
|
|
|
254
|
|
Weighted average remaining lease term - operating leases (months)
|
|
|
61
|
|
Weighted average discount rate - operating leases (per annum)
|
|
|
4.88
|
%
|
The following table presents a maturity analysis of the Company’s leases (all of which are operating leases), showing the undiscounted annual cash flows for each of the periods presented with a reconciliation to the operating lease liabilities recognized in the Statement of Financial Position as of June 29, 2019 (in thousands):
11
Index
Fiscal year
|
|
Amount
|
|
2019 (remainder)
|
|
$
|
1,833
|
|
2020
|
|
|
2,949
|
|
2021
|
|
|
2,096
|
|
2022
|
|
|
1,544
|
|
2023
|
|
|
1,249
|
|
Thereafter
|
|
|
2,706
|
|
Total future minimum lease payments
|
|
|
12,377
|
|
Less: future interest
|
|
|
(1,515
|
)
|
Total
|
|
$
|
10,862
|
|
|
|
|
|
|
Reported as of June 29, 2019
|
|
|
|
|
Operating lease liability - short term
|
|
$
|
2,845
|
|
Operating lease liability - long term
|
|
|
8,017
|
|
Total
|
|
$
|
10,862
|
|
Future minimum lease payments as of December 29, 2018 for the leases then in effect, as reported under previous guidance, was as follows (in thousands):
Fiscal year
|
|
Amount
|
|
2019
|
|
$
|
3,002
|
|
2020
|
|
|
1,891
|
|
2021
|
|
|
1,051
|
|
2022
|
|
|
970
|
|
2023
|
|
|
750
|
|
Thereafter
|
|
|
696
|
|
Total
|
|
$
|
8,360
|
|
Note 2. New Accounting Pronouncements
Recently Adopted Accounting Standards
In June 2018, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update which simplifies the accounting for nonemployee share-based payment transactions. The accounting for share-based payments to nonemployees and employees will be substantially aligned because of this update. The standard is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The adoption of this guidance did not have a significant impact on the Company’s consolidated results of operations or consolidated statement of cash flows.
In February 2018, the FASB issued an accounting standard update that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“TCJA”). This accounting standard update eliminates the stranded tax effects from the TCJA and improves the usefulness of information reported to users of the Company’s financial statements. This standard is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this guidance did not have a significant impact on the Company’s financial statements as an election was not made to reclassify such income tax effects from accumulated other comprehensive income to retained earnings.
12
Index
Recently Issued Accounting Standards
In August 2018, the FASB issued an accounting standard update to provide additional guidance on the accounting for costs of implementation activities performed in a cloud computing arrangement. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal-use software license. The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this update should be applied retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently evaluating the effect of this update on its consolidated financial condition and results of operations.
In August 2018, the FASB issued an accounting standard update which improves the effectiveness of fair value measurement disclosures in the notes to the financial statements. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Certain amendments within the update should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. Entities are permitted to early adopt any removed or modified disclosures upon issuance of this update and delay adoption of the additional disclosures until their effective date. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated results of operations or consolidated statement of cash flows.
In January 2017, the FASB issued an accounting standard update which simplifies the subsequent measurement of goodwill and removes step 2 from the goodwill impairment test. Instead, an entity should record an impairment charge based on excess of a reporting unit’s carrying amount over its fair value. The standard is effective for public companies for fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial condition and results of operations.
In June 2016, the FASB issued an accounting standard update which requires measurement and timely recognition of expected credit losses for financial assets. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The standard is to be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the effect of this update on its consolidated financial condition and results of operations.
Note 3. Acquisition
On November 15, 2018, the Company completed the acquisition of 4D Technology Corporation (“4D”), an Arizona-based supplier of high-performance interferometric measurement inspection systems, for $42.5 million.
4D’s Dynamic Interferometry® solutions are used in a variety of industries to provide accurate shape and surface measurement data, which provides feedback to customers of optical quality, machine finish, and surface defectivity, to improve manufacturing yield and performance. The addition of 4D’s technology added new technology to the Company’s portfolio, expanded its served markets with new applications in the scientific research, aerospace, industrial and optics manufacturing markets.
During the three-month period ended June 29, 2019, an immaterial purchase price adjustment was recorded resulting in an immaterial decrease to Goodwill for the 4D acquisition in 2018. The following table presents the purchase price allocation as of November 15, 2018 (in thousands):
13
Index
|
Purchase Price Allocation
November 15, 2018
|
|
Cash and cash equivalents
|
$
|
1,414
|
|
Accounts receivable, net
|
|
4,156
|
|
Inventories
|
|
4,563
|
|
Prepaid and other current assets
|
|
104
|
|
Property and equipment
|
|
145
|
|
Accounts payable
|
|
(702
|
)
|
Accrued liabilities
|
|
(760
|
)
|
Deferred revenue
|
|
(197
|
)
|
Deferred tax liabilities
|
|
(5,408
|
)
|
Total assets acquired/liabilities assumed
|
|
3,315
|
|
Developed technology
|
|
15,500
|
|
In-process research and development
|
|
1,400
|
|
Customer relationships
|
|
4,600
|
|
Order backlog
|
|
500
|
|
Trade name
|
|
1,500
|
|
Total identified intangible assets
|
|
23,500
|
|
Total identifiable net assets
|
|
26,815
|
|
Goodwill
|
|
15,700
|
|
Total purchase consideration
|
$
|
42,515
|
|
Note 4. Revenue
The Company disaggregates its revenue from contracts with customers by geographic location. See Note 15 for further information.
Contract assets and liabilities
Contract assets and liabilities consisted of the following (in thousands):
|
|
June 29, 2019
|
|
|
December 29, 2018
|
|
Contract assets
|
|
$
|
4,399
|
|
|
$
|
2,189
|
|
Contract liabilities
|
|
|
11,481
|
|
|
|
10,743
|
|
Net contract liabilities
|
|
$
|
7,082
|
|
|
$
|
8,554
|
|
During the three and six months ended June 29, 2019 the Company recognized $1.7 million and $3.2 million of revenue related to amounts that had been reported as contract liabilities at December 29, 2018. Net contract liabilities at June 29, 2019 decreased by $1.5 million from December 29, 2018. The Company classifies its contract liabilities as deferred revenue on its condensed consolidated balance sheet.
Most of the Company’s remaining performance obligations on contracts with customers are expected to be recognized as revenue within the next six to twelve months.
Note 5. Fair Value Measurements and Disclosures
The Company determines the fair values of its financial instruments based on the fair value hierarchy established in FASB Accounting Standards Codification (“ASC”) 820,
Fair Value Measurement
, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into the following three levels that may be used to measure fair value:
Level 1
— Quoted prices in active markets for identical assets or liabilities.
Level 2
— Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3
— Unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities. Such unobservable inputs include an estimated discount rate used in the Company’s discounted present value analysis of
14
Index
future cash flows, which reflects the Company’s estimate of debt with similar terms in the current credit markets. As there is currently minimal activity in such markets, the actual rate could be materially different.
Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability.
The following tables present the Company’s assets and liabilities measured at estimated fair value on a recurring basis, excluding accrued interest components, categorized in accordance with the fair value hierarchy (in thousands), as of the following dates:
|
|
June 29, 2019
|
|
|
December 29, 2018
|
|
|
|
Fair Value Measurements
Using Input Types
|
|
|
|
|
|
|
Fair Value Measurements
Using Input Types
|
|
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
$
|
10,964
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,964
|
|
|
$
|
113
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
113
|
|
Commercial paper
|
|
|
—
|
|
|
|
24,937
|
|
|
|
—
|
|
|
|
24,937
|
|
|
|
—
|
|
|
|
1,993
|
|
|
|
—
|
|
|
|
1,993
|
|
Certificates of deposit
|
|
|
—
|
|
|
|
2,000
|
|
|
|
—
|
|
|
|
2,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total cash equivalents
|
|
$
|
10,964
|
|
|
$
|
26,937
|
|
|
$
|
—
|
|
|
$
|
37,901
|
|
|
$
|
113
|
|
|
$
|
1,993
|
|
|
$
|
—
|
|
|
$
|
2,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposits
|
|
$
|
—
|
|
|
$
|
13,013
|
|
|
$
|
—
|
|
|
$
|
13,013
|
|
|
$
|
—
|
|
|
$
|
9,497
|
|
|
$
|
—
|
|
|
$
|
9,497
|
|
Commercial paper
|
|
|
—
|
|
|
|
14,066
|
|
|
|
—
|
|
|
|
14,066
|
|
|
|
—
|
|
|
|
7,932
|
|
|
|
—
|
|
|
|
7,932
|
|
Corporate debt securities
|
|
|
—
|
|
|
|
15,301
|
|
|
|
—
|
|
|
|
15,301
|
|
|
|
—
|
|
|
|
15,730
|
|
|
|
—
|
|
|
|
15,730
|
|
Asset-backed Securities
|
|
|
—
|
|
|
|
8,567
|
|
|
|
—
|
|
|
|
8,567
|
|
|
|
—
|
|
|
|
7,682
|
|
|
|
—
|
|
|
|
7,682
|
|
Total marketable securities
|
|
$
|
—
|
|
|
$
|
50,947
|
|
|
$
|
—
|
|
|
$
|
50,947
|
|
|
$
|
—
|
|
|
$
|
40,841
|
|
|
$
|
—
|
|
|
$
|
40,841
|
|
Total
(1)
|
|
$
|
10,964
|
|
|
$
|
77,884
|
|
|
$
|
—
|
|
|
$
|
88,848
|
|
|
$
|
113
|
|
|
$
|
42,834
|
|
|
$
|
—
|
|
|
$
|
42,947
|
|
(1)
|
Excludes $56.1 million and $108.8 million held in operating accounts as of June 29, 2019 and December 29, 2018, respectively.
See “Note 6. Cash and Investments” of the Notes to Condensed Consolidated Financial Statements for more information.
|
The fair values of the marketable securities that are classified as Level 1 in the table above were derived from quoted market prices for identical assets or liabilities in active markets that the Company can access. The fair value of marketable securities that are classified as Level 2 in the table above were derived from non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques with all significant inputs derived from or corroborated by observable market data. There were no transfers of instruments between Level 1, Level 2 and Level 3 during the financial periods presented.
Derivatives
The Company uses foreign currency exchange forward contracts to mitigate variability in gains and losses generated from the re-measurement of certain monetary assets and liabilities denominated in foreign currencies. These derivatives are carried at fair value with changes recorded in other income (expense), net in the condensed consolidated statements of operations. Changes in the fair value of these derivatives are largely offset by re-measurement of the underlying assets and liabilities. The derivatives have maturities of approximately 30 days.
The settlement result of forward foreign currency contracts included in the three and six months ended June 29, 2019 was a loss of $0.5 million and a loss of $0.7 million, respectively, and for the three and six months ended June 30, 2018 was a loss of $0.7 million and a loss of $1.7 million, respectively.
15
Index
The following table presents the notional amounts and fair values of the Company’s outstanding derivative instruments in U.S. Dollar equivalent as of the following dates (in millions):
|
|
June 29, 2019
|
|
|
December 29, 2018
|
|
|
|
|
|
|
|
Fair Value
|
|
|
|
|
|
|
Fair Value
|
|
|
|
Notional
Amount
|
|
|
Asset
|
|
|
Liability
|
|
|
Notional
Amount
|
|
|
Asset
|
|
|
Liability
|
|
Undesignated Hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forward Foreign Currency Contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
|
|
$
|
27.4
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
25.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Sell
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21.8
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Note 6. Cash and Investments
The following tables present cash, cash equivalents, and available-for-sale investments as of the following dates (in thousands):
|
June 29, 2019
|
|
|
December 29, 2018
|
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Estimated
Fair Market
Value
|
|
|
Amortized
Cost
|
|
|
Gross
Unrealized
Gains
|
|
|
Gross
Unrealized
Losses
|
|
|
Estimated
Fair Market
Value
|
|
Cash
|
$
|
56,134
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,134
|
|
|
$
|
108,845
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108,845
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
10,964
|
|
|
|
—
|
|
|
|
—
|
|
|
|
10,964
|
|
|
|
113
|
|
|
|
—
|
|
|
|
—
|
|
|
|
113
|
|
Commercial paper
|
|
24,937
|
|
|
|
—
|
|
|
|
—
|
|
|
|
24,937
|
|
|
|
1,993
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,993
|
|
Certificates of deposit
|
|
2,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Marketable securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
|
13,003
|
|
|
|
10
|
|
|
|
—
|
|
|
|
13,013
|
|
|
|
9,500
|
|
|
|
—
|
|
|
|
(3
|
)
|
|
|
9,497
|
|
Commercial paper
|
|
14,063
|
|
|
|
3
|
|
|
|
—
|
|
|
|
14,066
|
|
|
|
7,933
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
7,932
|
|
Corporate debt securities
|
|
15,281
|
|
|
|
20
|
|
|
|
—
|
|
|
|
15,301
|
|
|
|
15,788
|
|
|
|
—
|
|
|
|
(58
|
)
|
|
|
15,730
|
|
Asset-backed securities
|
|
8,550
|
|
|
|
17
|
|
|
|
—
|
|
|
|
8,567
|
|
|
|
7,706
|
|
|
|
—
|
|
|
|
(24
|
)
|
|
|
7,682
|
|
Total cash, cash equivalents, and marketable securities
|
$
|
144,932
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
144,982
|
|
|
$
|
151,878
|
|
|
$
|
—
|
|
|
$
|
(86
|
)
|
|
$
|
151,792
|
|
Available-for-sale marketable securities, readily convertible to cash, with maturity dates of 90 days or less are classified as cash equivalents, while those with maturity dates greater than 90 days are classified as marketable securities within short-term assets. All marketable securities as of June 29, 2019 and December 29, 2018, were available-for-sale and reported at fair value based on the estimated or quoted market prices as of the balance sheet date.
Realized gains and losses on sale of securities are recorded in other income (expense), net, in the Company’s condensed consolidated statement of operations. For the three and six months ended June 29, 2019 and June 30, 2018, net realized gains and losses were not material.
Unrealized gains or losses, net of tax effect, are recorded in accumulated other comprehensive income (loss) within stockholders’ equity. Both the gross unrealized gains and gross unrealized losses for the three and six months ended June 29, 2019 and June 30, 2018 were not material, and no marketable securities had other than temporary impairment.
All marketable securities as of June 29, 2019 and December 29, 2018 had maturity dates of less than
33 months
.
Note 7. Accounts Receivable
The Company maintains arrangements under which eligible accounts receivable in Japan are sold without recourse to unrelated third-party financial institutions. These receivables were not included in the condensed consolidated balance sheets as the criteria for sale treatment had been met. The Company pays administrative fees as well as interest, which ranged 0.63% to 1.68% during the six months ended June 29, 2019, based on the anticipated length of time between the date the sale is consummated, and the expected collection date of the receivables sold.
16
Index
The Company sold $
2.1
million and $
11.6
million of receivables during the three months ended
June 29, 2019
and
June 30, 2018
, respectively
, and $
14.2
million and $
33.5
million of receivables during the six months ended June 29, 2019 and June 30, 2018, respectively
. There were
no
amounts due from such
third-party
financial institutions at
June 29, 2019
and
December 29, 2018
.
Note 8. Financial Statement Components
The following tables provide details of selected financial statement components as of the following dates (in thousands):
|
|
At
|
|
|
|
June 29, 2019
|
|
|
December 29, 2018
|
|
Inventories:
|
|
|
|
|
|
|
|
|
Raw materials and sub-assemblies
|
|
$
|
35,880
|
|
|
$
|
31,434
|
|
Work in process
|
|
|
21,061
|
|
|
|
22,383
|
|
Finished goods
|
|
|
9,689
|
|
|
|
8,098
|
|
Inventories
|
|
|
66,630
|
|
|
|
61,915
|
|
Inventories-delivered systems
|
|
|
1,010
|
|
|
|
180
|
|
Total inventories
|
|
$
|
67,640
|
|
|
$
|
62,095
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net:
(1)
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
15,570
|
|
|
$
|
15,571
|
|
Machinery and equipment
|
|
|
37,608
|
|
|
|
39,898
|
|
Building and improvements
|
|
|
26,344
|
|
|
|
21,354
|
|
Software
|
|
|
10,377
|
|
|
|
10,116
|
|
Furniture and fixtures
|
|
|
2,471
|
|
|
|
2,551
|
|
Leasehold improvements
|
|
|
1,774
|
|
|
|
-
|
|
Capital in progress
|
|
|
4,505
|
|
|
|
6,027
|
|
Total property, plant and equipment, gross
|
|
|
98,649
|
|
|
|
95,517
|
|
Accumulated depreciation and amortization
|
|
|
(45,870
|
)
|
|
|
(47,617
|
)
|
Total property, plant and equipment, net
|
|
$
|
52,779
|
|
|
$
|
47,900
|
|
|
|
|
|
|
|
|
|
|
(1)
Depreciation and amortization expense of property, plant and equipment was $1.9 million and $1.6 million for the three months ended June 29, 2019 and June 30, 2018, respectively, and $3.5 million and $3.3 million for the six months ended June 29, 2019 and June 30, 2018, respectively.
|
|
|
|
|
|
|
|
|
|
|
Other Current Liabilities:
|
|
|
|
|
|
|
|
|
Accrued warranty
|
|
$
|
3,755
|
|
|
$
|
4,379
|
|
Accrued taxes
|
|
|
965
|
|
|
|
1,738
|
|
Customer deposits
|
|
|
388
|
|
|
|
293
|
|
Accrued professional services
|
|
|
625
|
|
|
|
448
|
|
Third party commissions
|
|
|
249
|
|
|
|
1,382
|
|
Other
|
|
|
1,326
|
|
|
|
1,181
|
|
Total other current liabilities
|
|
$
|
7,308
|
|
|
$
|
9,421
|
|
Components of Accumulated Other Comprehensive Income (Loss)
|
|
Foreign
Currency
Translations
|
|
|
Defined
Benefit
Pension Plans
|
|
|
Unrealized
Income (Loss)
on Investment
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Balance as of December 29, 2018
|
|
$
|
(2,129
|
)
|
|
$
|
(646
|
)
|
|
$
|
218
|
|
|
$
|
(2,557
|
)
|
Current period change
|
|
|
602
|
|
|
|
—
|
|
|
|
102
|
|
|
|
704
|
|
Balance as of June 29, 2019
|
|
$
|
(1,527
|
)
|
|
$
|
(646
|
)
|
|
$
|
320
|
|
|
$
|
(1,853
|
)
|
17
Index
The items above, except for unrealized income (loss) on investment, did not impact the Company’s income tax provision. The amounts reclassified from each component of accumulated other comprehensive income (loss) into income statement line items were insignificant.
Note 9. Goodwill and Intangible Assets
Goodwill is recorded at cost and tested for potential impairment at least annually. Goodwill was $26.3 million as of June 29, 2019 and $26.4 million as of December 29, 2018. During the three-month period ended June 29, 2019 an immaterial purchase price adjustment was recorded resulting in an immaterial decrease to Goodwill for the 4D acquisition in 2018.
Intangible assets are recorded at cost, less accumulated amortization. Certain of the Company’s intangible assets are denominated in foreign currencies. The aggregate $68,000 increase in the adjusted cost basis of the Company’s intangible assets as of June 29, 2019, as compared with December 29, 2018, was due to foreign currency movements. Such foreign currency movements also increased the June 29, 2019 balance of accumulated amortization of intangible assets by $68,000 as compared with December 29, 2018. During the three months ended June 29, 2019 the Company reclassified $0.5 million of in-process research and development to developed technology as the underlying technology was complete and incorporated into certain products sold. Intangible assets as of June 29, 2019 and December 29, 2018 consisted of the following (in thousands):
|
|
June 29, 2019
|
|
|
|
Adjusted cost
|
|
|
Accumulated
amortization
|
|
|
Net carrying
amount
|
|
Developed technology
|
|
$
|
36,512
|
|
|
$
|
(17,527
|
)
|
|
$
|
18,985
|
|
Customer relationships
|
|
|
6,541
|
|
|
|
(2,057
|
)
|
|
|
4,484
|
|
Trade name
|
|
|
1,500
|
|
|
|
(58
|
)
|
|
|
1,442
|
|
In-process research and development
|
|
|
900
|
|
|
|
—
|
|
|
|
900
|
|
Total
|
|
$
|
45,453
|
|
|
$
|
(19,642
|
)
|
|
$
|
25,811
|
|
|
|
December 29, 2018
|
|
|
|
Adjusted cost
|
|
|
Accumulated
amortization
|
|
|
Net carrying
amount
|
|
Developed technology
|
|
$
|
35,954
|
|
|
$
|
(16,532
|
)
|
|
$
|
19,422
|
|
Customer relationships
|
|
|
6,531
|
|
|
|
(1,519
|
)
|
|
|
5,012
|
|
Trade name
|
|
|
1,500
|
|
|
|
(8
|
)
|
|
|
1,492
|
|
In-process research and development
|
|
|
1,400
|
|
|
|
—
|
|
|
|
1,400
|
|
Total
|
|
$
|
45,385
|
|
|
$
|
(18,059
|
)
|
|
$
|
27,326
|
|
The amortization of finite-lived intangibles is computed using the straight-line method. Estimated remaining lives of finite-lived intangibles range from less than one year to fifteen years. The total intangible amortization expense for the three and six months ended June 29, 2019 was $0.8 million and $1.5 million, respectively, and for the three and six months ended June 30, 2018 was $35,000 and $70,000, respectively.
There were no impairment charges related to intangible assets recorded during the six months ended June 29, 2019 and June 30, 2018.
The estimated future amortization expense of finite intangible assets as of June 29, 2019 is as follows (in thousands):
Fiscal Years
|
|
Amounts
|
|
2019 (remainder)
|
|
$
|
1,376
|
|
2020
|
|
|
2,960
|
|
2021
|
|
|
2,960
|
|
2022
|
|
|
2,960
|
|
2023
|
|
|
2,960
|
|
Thereafter
|
|
|
11,695
|
|
Total future amortization expense
|
|
$
|
24,911
|
|
In-process research and development of $0.9 million has been omitted from the above table as its estimated useful life is indeterminant at June 29, 2019. It will be tested for potential impairment, along with Goodwill, until its estimated useful life becomes finite.
18
Index
Note 10. Warranties
The Company generally sells its products with a 12 months repair or replacement warranty from the date of acceptance or shipment date. The Company accrues estimated future warranty costs based upon the historical relationship of warranty costs to the cost of products sold. The estimated future warranty obligations related to product sales are recorded in the period in which the related revenue is recognized. The estimated future warranty obligations are affected by the warranty periods, sales volumes, product failure rates, material usage, and labor and replacement costs incurred in correcting a product failure. If actual product failure rates, material usage, labor or replacement costs were to differ from the Company’s estimates, revisions to the estimated warranty obligations would be required. For new product introductions where limited or no historical information exists, the Company may use warranty information from other previous product introductions to guide it in estimating its warranty accrual.
Components of the warranty accrual, which were included in the accompanying condensed consolidated balance sheets with other current liabilities, were as follows (in thousands):
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
Balance as of beginning of period
|
|
$
|
3,848
|
|
|
$
|
4,643
|
|
|
$
|
4,379
|
|
|
$
|
4,863
|
|
Accruals for warranties issued during period
|
|
|
910
|
|
|
|
1,450
|
|
|
|
1,870
|
|
|
|
2,895
|
|
Settlements during the period
|
|
|
(1,003
|
)
|
|
|
(1,187
|
)
|
|
|
(2,494
|
)
|
|
|
(2,852
|
)
|
Balance as of end of period
|
|
$
|
3,755
|
|
|
$
|
4,906
|
|
|
$
|
3,755
|
|
|
$
|
4,906
|
|
Note 11. Commitments and Contingencies
Merger – Rudolph Technologies, Inc.
– On June 23, 2019, the Company entered into an Agreement and Plan of Merger (“Merger”) with Rudolph Technologies, Inc. (“Rudolph”) and PV Equipment Inc., a wholly-owned subsidiary of the Company. Consummation of the merger is subject to certain closing conditions including regulatory approvals and shareholder approval from both the Company’s shareholders and those of Rudolph. Under the terms and subject to the conditions set forth in the Merger, at the effective time of the Merger, each outstanding share of common stock, par value $0.001 per share, of Rudolph will be converted into 0.8042 shares of common stock, par value $0.001, of the Company. At the effective time of the Merger, Rudolph’s common stockholders will own approximately 50%, and the Company’s common stockholders will own approximately 50%, of the outstanding shares of common stock of the combined company on a fully diluted basis. The Agreement and Plan of Merger, as well as other related documents were included in the Company’s Current Report of Form 8-K filed with the SEC on June 24, 2019.
Intellectual Property Indemnification Obligations
– The Company will, from time to time, in the normal course of business, agree to indemnify certain customers, vendors or others against third party claims that the Company’s products, when used for their intended purpose(s), or the Company’s intellectual property, infringe the intellectual property rights of such third parties or other claims made against parties with whom it enters into contractual relationships. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. Historically, the Company has not made payments under these obligations and believes that the estimated fair value of these agreements is immaterial. Accordingly, no liabilities have been recorded for these obligations in the accompanying condensed consolidated balance sheets as of June 29, 2019 and December 29, 2018.
Legal Proceedings -
From time to time, the Company is subject to various legal proceedings or claims arising in the ordinary course of business.
On August 2, 2017, the Company was named as defendant in a complaint filed in New Hampshire Superior Court (“Complaint”). The Complaint, brought by Optical Solutions, Inc. (“OSI”), alleges claims arising from a purported exclusive purchase contract between OSI and the Company pertaining to certain product. On September 18, 2017, the Company removed the action to the United States District Court for the District of New Hampshire. On September 25, 2017, the Company moved to transfer the Complaint to the District Court for the Northern District of California. On December 20, 2017, the Company filed its complaint against OSI in the California Superior Court for the County of Santa Clara alleging claims arising from OSI’s breach of certain purchase orders. The Company’s complaint was later removed by OSI to the Northern District of California. On May 29, 2018, the District Court of New Hampshire issued an order granting the Company’s motion to transfer OSI’s Complaint to the Northern District of California and denying the Company’s motion to dismiss the Complaint without prejudice. On June 14, 2018, OSI’s Complaint was consolidated with the Company’s complaint against OSI. On August 9, 2018, OSI filed an Amended Complaint. On September 19, 2018, the Company filed a motion to dismiss OSI’s Amended Complaint for failure to state a claim. The Company’s motion to dismiss was heard on February 28, 2019. On March 5, 2019 the Court granted the Company’s motion to dismiss with leave to amend.
19
Index
OSI filed a
Second A
mended
C
omplaint
on March 29, 2019. The Company
filed a motion to dismiss
the Second Amended Complaint
on
May
31
, 2019.
A hearing on the Company’s motion to dismiss the Second Amended Complaint is scheduled for November 14, 2019.
Trial has been set for May 16, 2022.
The Company records a provision for a loss when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. Based on current information, the Company believes it does not have any probable and reasonably estimable losses related to any current legal proceedings and claims. Although it is difficult to predict the outcome of legal proceedings, the Company believes that any liability that may ultimately arise from the resolution of these ordinary course matters will not have a material adverse effect on the business, financial condition and results of operations.
Note 12. Net Income Per Share
The Company presents both basic and diluted net income per share on the face of its condensed consolidated statements of operations. Basic net income per share excludes the effect of potentially dilutive shares and is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the period. Diluted net income per share is computed using the weighted-average number of shares of common stock outstanding for the period plus the effect of all dilutive securities representing potential shares of common stock outstanding during the period.
A reconciliation of the share denominator of the basic and diluted net income per share computations for three and six months ended June 29, 2019 and June 30, 2018 is as follows (in thousands):
|
|
Three Month Ended
|
|
|
Six Months Ended
|
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
Weighted average common shares outstanding used in basic net income per share calculation
|
|
|
24,525
|
|
|
|
23,953
|
|
|
|
24,530
|
|
|
|
24,008
|
|
Potential dilutive common stock equivalents, using treasury stock method
|
|
|
318
|
|
|
|
489
|
|
|
|
320
|
|
|
|
480
|
|
Weighted average shares used in diluted net income per share calculation
|
|
|
24,843
|
|
|
|
24,442
|
|
|
|
24,850
|
|
|
|
24,488
|
|
Note 13. Stockholders’ Equity and Stock-Based Compensation
Options and Employee Stock Purchase Plan (“ESPP”) Awards
The fair value of each option and ESPP award is estimated on the grant date using the Black-Scholes valuation model and the assumptions noted in the following table. The expected lives of options granted were calculated using the simplified method allowed by the Staff Accounting Bulletin No. 107,
Share-Based Payment
. The risk-free rates were based on the U.S Treasury rates in effect during the corresponding period of grant. The expected volatility was based on the historical volatility of the Company’s stock price. The dividend yield reflects that the Company has not paid any cash dividends since inception and does not intend to pay any cash dividends in the foreseeable future.
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
Employee Stock Purchase Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected life
|
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
|
0.5 years
|
|
Volatility
|
|
41.3%
|
|
|
27.2%
|
|
|
39.1%
|
|
|
37.2%
|
|
Risk free interest rate
|
|
2.51%
|
|
|
1.61%
|
|
|
1.86%
|
|
|
0.91%
|
|
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
No stock options were awarded during the six months ended June 29, 2019 and June 30, 2018.
20
Index
A summary of activity of stock options during the six months ended June 29, 2019 is as follows:
|
|
Number of
Shares
Outstanding
(Options)
|
|
|
Weighted
Average
Exercise
Price
|
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
|
Aggregate
Intrinsic
Value
(in
Thousands)
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 29, 2018
|
|
|
83,394
|
|
|
$
|
15.80
|
|
|
|
1.19
|
|
|
$
|
988
|
|
Exercised
|
|
|
(70,100
|
)
|
|
|
15.72
|
|
|
|
|
|
|
|
|
|
Cancelled
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
Outstanding at June 29, 2019
|
|
|
13,294
|
|
|
|
16.19
|
|
|
|
1.05
|
|
|
|
246
|
|
Exercisable at June 29, 2019
|
|
|
13,294
|
|
|
$
|
16.19
|
|
|
|
1.05
|
|
|
$
|
246
|
|
The aggregate intrinsic value in the above table represents the total pretax intrinsic value, based on the Company’s closing stock price of $34.71 and $27.65 as of June 29, 2019 and December 28, 2018, respectively, the last trading day of each period, which would have been received by the option holders had all option holders exercised their options as of such date.
Restricted Stock Units (“RSUs”)
Time-based RSUs are valued using the market value of the Company’s common stock on the date of grant, assuming no expectation of dividends paid.
A summary of activity for RSUs during the six months ended June 29, 2019 is as follows:
Summary of activity for RSUs
|
|
Number
of RSUs
|
|
|
Weighted
Average Fair
Value
|
|
Outstanding RSUs as of December 29, 2018
|
|
|
769,003
|
|
|
$
|
31.39
|
|
Granted
|
|
|
339,822
|
|
|
|
28.68
|
|
Released
|
|
|
(303,127
|
)
|
|
|
28.47
|
|
Cancelled
|
|
|
(45,576
|
)
|
|
|
32.36
|
|
Outstanding RSUs as of June 29, 2019
|
|
|
760,122
|
|
|
$
|
31.28
|
|
Market-Based Performance Stock Units (“PSUs”)
In addition to granting RSUs that vest on the passage of time only, the Company granted PSUs to certain executives. The PSUs vest in three tranches over one, two and three years based on the relative performance of the Company’s stock during those periods, compared to a peer group over the same period. If target stock price performance is achieved, 66.7% of the shares of the Company’s stock subject to the PSUs will vest and up to a maximum of 100% of the shares subject to the PSUs will vest if the maximum stock price performance is achieved for each tranche.
A summary of activity for PSUs for the six months ended June 29, 2019 is as follows:
Summary of activity for PSUs
|
|
Number
of PSUs
|
|
|
Weighted
Average Fair
Value
|
|
Outstanding PSUs as of December 29, 2018
|
|
|
112,163
|
|
|
$
|
22.37
|
|
Granted
|
|
|
43,429
|
|
|
|
19.09
|
|
Released
|
|
|
(16,066
|
)
|
|
|
25.09
|
|
Cancelled
|
|
|
(1,138
|
)
|
|
|
26.75
|
|
Outstanding PSUs as of June 29, 2019
|
|
|
138,388
|
|
|
$
|
20.99
|
|
The preceding table reflects the maximum awards that can be achieved upon full vesting.
21
Index
Valuation of PSUs
On the date of grant, the Company estimated the fair value of PSUs using a Monte Carlo simulation model. The assumptions for the valuation of PSUs are summarized as follows:
|
|
2019 Award
|
|
|
2018 Award
|
|
Grant Date Fair Value Per Share
|
|
$13.12-$23.75
|
|
|
$20.73-$25.18
|
|
Weighted-average assumptions/inputs:
|
|
|
|
|
|
|
|
|
Expected Dividend
|
|
|
—
|
|
|
|
—
|
|
Range of risk-free interest rates
|
|
2.45%
|
|
|
2.39%-2.63%
|
|
Range of expected volatilities for peer group
|
|
22%-63%
|
|
|
22%-66%
|
|
Stock-based Compensation Expense
Stock-based compensation expense for all share-based payment awards made to the Company’s employees and directors pursuant to the employee stock option and employee stock purchase plans by function were as follows (in thousands):
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
Cost of products
|
|
$
|
272
|
|
|
$
|
133
|
|
|
$
|
532
|
|
|
$
|
231
|
|
Cost of service
|
|
|
209
|
|
|
|
186
|
|
|
|
394
|
|
|
|
341
|
|
Research and development
|
|
|
739
|
|
|
|
506
|
|
|
|
1,511
|
|
|
|
983
|
|
Selling
|
|
|
740
|
|
|
|
737
|
|
|
|
1,544
|
|
|
|
1,270
|
|
General and administrative
|
|
|
1,240
|
|
|
|
1,117
|
|
|
|
2,333
|
|
|
|
2,192
|
|
Total stock-based compensation expense related to employee
stock options and employee stock purchases
|
|
$
|
3,200
|
|
|
$
|
2,679
|
|
|
$
|
6,314
|
|
|
$
|
5,017
|
|
Note 14. Income Taxes
The Company accounts for income taxes under the provisions of ASC 740, Accounting for Income Taxes. The Company adjusts its effective tax rate each quarter to be consistent with the estimated annual effective tax rate. The Company also records the tax effect of unusual or infrequently occurring discrete items, including changes in judgment about valuation allowances and effects of changes in tax laws or tax rates, in the interim period in which they occur. The Company's effective tax rate reflects the impact of a portion of its earnings being taxed in foreign jurisdictions as well as a valuation allowance maintained on certain deferred tax assets.
The 2017 Tax Act created a new requirement that global intangible low-taxed income (“GILTI”) earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder. Under U.S. GAAP, the Company was allowed to make an accounting policy choice of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factoring such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company’s selection of an accounting policy in 2018 with respect to the GILTI tax rules was to treat GILTI tax as a current period expense under the period cost method.
The provision for income taxes consists of the following (in thousands):
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
Provision for income taxes
|
|
$
|
632
|
|
|
$
|
2,895
|
|
|
$
|
1,163
|
|
|
$
|
7,337
|
|
The decrease in the tax provision for 2019 from 2018 was primarily related to the Company’s decreased profitability for the three months ended June 29, 2019 and the six months ended June 29, 2019, as well as less U.S. tax required on foreign earnings under the Tax Cuts and Jobs Act (“TCJA”).
The Company continues to maintain a valuation allowance against its California and Switzerland deferred tax assets and recorded a valuation allowance against its U.K. deferred tax assets as of June 29, 2019 as a result of uncertainties regarding the realization of the assets due to cumulative losses and uncertainty of future taxable income. The Company will continue to assess the realizability of the deferred tax assets in each of the applicable jurisdictions and maintain the valuation allowances until sufficient positive evidence exists to support a reversal. In the event the Company determines that the deferred tax assets are realizable, an adjustment to the valuation allowance will be reflected in the tax provision for the period such determination is made.
22
Index
The Company is subject to taxation in the U.S. and various states including California, and foreign jurisdictions including Korea, Japan, Taiwan, China, Singapore, Germany, U.K.,
Ireland,
France, and Israel. Due to tax attribute carry-forwards, the Company is subject to examination for tax years 2003 forward for U.S. tax purposes. The Company is also subject to examination in various states for tax years 2002 forward. The Company is subject to examination for tax years 201
1
forward for various foreign jurisdictions.
The Company accrues interest and penalties related to unrecognized tax benefits in its provision for income taxes. The total amount of penalties and interest were not material as of June 29, 2019 and December 29, 2018. During the next twelve months, the Company anticipates increases in its unrecognized tax benefits of approximately $1.2 million.
Note 15. Segment, Geographic, Product and Significant Customer Information
The Company has one operating segment, which is the sale, design, manufacture, marketing and support of optical critical dimension and thin film systems. The following tables summarize total net revenues and long-lived assets (excluding intangible assets) attributed to significant countries (in thousands):
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
|
June 29, 2019
|
|
|
June 30, 2018
|
|
Total net revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
9,170
|
|
|
$
|
7,392
|
|
|
$
|
26,044
|
|
|
$
|
14,130
|
|
China
|
|
|
25,873
|
|
|
|
28,333
|
|
|
|
40,233
|
|
|
|
36,375
|
|
South Korea
|
|
|
13,070
|
|
|
|
30,980
|
|
|
|
27,038
|
|
|
|
68,798
|
|
Singapore
|
|
|
8,723
|
|
|
|
2,380
|
|
|
|
10,274
|
|
|
|
14,535
|
|
Japan
|
|
|
4,214
|
|
|
|
15,017
|
|
|
|
8,531
|
|
|
|
28,396
|
|
Taiwan
|
|
|
3,650
|
|
|
|
1,974
|
|
|
|
14,939
|
|
|
|
3,034
|
|
Other
|
|
|
2,920
|
|
|
|
2,528
|
|
|
|
7,661
|
|
|
|
5,649
|
|
Total net revenues
|
|
$
|
67,620
|
|
|
$
|
88,604
|
|
|
$
|
134,720
|
|
|
$
|
170,917
|
|
|
|
June 29, 2019
|
|
|
December 29, 2018
|
|
Long-lived tangible assets:
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
51,365
|
|
|
$
|
46,325
|
|
International
|
|
|
1,414
|
|
|
|
1,575
|
|
Total long-lived tangible assets
|
|
$
|
52,779
|
|
|
$
|
47,900
|
|
With respect to customer concentration, Micron Technology, Inc., SK hynix, and Yangtze Memory Technologies Co. Ltd. each accounted for more than 10% of total sales for the three months ended June 29, 2019, and Intel Corporation, SK hynix, and Taiwan Semiconductor Manufacturing Company Limited each accounted for more than 10% of total sales for the six months ended June 29, 2019. Intel Corporation, Samsung Electronics Co. Ltd., Toshiba Memory Corporation, and Yangtze Memory Technologies Co. Ltd. each accounted for more than 10% of total sales for the three months ended June 30, 2018. Intel Corporation, Micron Technology, Inc., Samsung Electronics Co. Ltd., SK hynix, Toshiba Memory Corporation, and Yangtze Memory Technologies Co. Ltd. each accounted for more than 10% of total sales for the six months ended June 30, 2018.
With respect to accounts receivable concentration, Micron Technology, Inc., SK hynix, and Yangtze Memory Technologies Co. Ltd. each accounted for more than
10%
of total accounts receivable as of June 29, 2019. SK hynix and Toshiba Memory Corporation each accounted for more than
10%
of total accounts receivable as of December 29, 2018.
23
Index