UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

 

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ý No o

 

Indicate by check mark if the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): Yes ý No o

 

29,630,153 shares of common stock, $0.01 par value per share, were outstanding as of the close of business on April 27, 2004.

 

 

SAFE HARBOR STATEMENT

 

This Quarterly Report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Discussions containing such forward-looking statements may be found in Items 2 and 3 hereof, as well as within this Report generally. In addition, when used in this Report, the words “believes,” “anticipates,” “expects,” “estimates,” “plans,” “intends,” and similar expressions are intended to identify forward-looking statements. All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results. Factors that may cause these differences include, but are not limited to:

 

•                                          The cyclicality of the microelectronics industries we serve directly affects our business.

•                                          We operate in a highly competitive industry characterized by rapid technological change.

•                                          We depend on a limited number of customers that operate in highly concentrated industries.

•                                          Our quarterly operating results fluctuate significantly.

•                                          Our acquisition strategy subjects us to risks associated with evaluating and pursuing these opportunities and integrating these businesses.

•                                          Our inability to attract, retain and motivate key employees could have a material adverse effect on our business.

•                                          We are exposed to the risks of operating a global business.

•                                          Our success depends on protection of our intellectual property rights. We may be subject to claims of intellectual property infringement by others.

•                                          We rely on a limited number of suppliers.

•                                          We may not obtain sufficient affordable funds to finance our future needs.

•                                          We are subject to risks of non-compliance with environmental and safety regulations.

•                                          We have adopted certain measures that may have anti-takeover effects which may make an acquisition of our company by another company more difficult.

•                                          The other matters discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this Report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Consequently, such forward-looking statements should be regarded solely as the Company’s current plans, estimates and beliefs. The Company does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

 

Available Information

 

We file annual, quarterly and current reports, information statements and other information with the Securities and Exchange Commission (the “SEC”). The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

 

Internet Address

 

We maintain a website where additional information concerning our business and various upcoming events can be found. The address of our website is www.veeco.com. We provide a link on our website, under Investors – Financial Info – SEC Filings, through which investors can access our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports. These filings are posted to our Internet site, as soon as reasonably practicable after we electronically file such material with the SEC.

 

2

 

VEECO INSTRUMENTS INC.

 

INDEX

 

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2004 and 2003
	Condensed Consolidated Balance Sheets as of March 31, 2004 and December 31, 2003
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2004 and 2003
	Notes to Condensed Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosure About Market Risk
Item 4.	Controls and Procedures
PART II. OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8–K
SIGNATURES

 

3

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

 

		Three Months Ended March 31,
		2004			2003
Net sales		$	94,487		$	65,779
Cost of sales		54,649			34,573
Gross profit		39,838			31,206
Costs and expenses:
Selling, general and administrative expense		20,112			16,915
Research and development expense		14,045			12,158
Amortization expense		4,896			3,142
Other income, net		(286		)	(873		)
Restructuring expense		—			668
Operating income (loss)		1,071			(804		)
Interest expense, net		2,199			1,767
Loss before income taxes		(1,128		)	(2,571		)
Income tax benefit		(424		)	(874		)
Net loss		$	(704	)	$	(1,697	)
Net loss per common share		$	(0.02	)	$	(0.06	)
Diluted net loss per common share		$	(0.02	)	$	(0.06	)
Weighted average shares outstanding		29,569			29,224
Diluted weighted average shares outstanding		29,569			29,224

 

See accompanying notes.

 

4

 

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

 

		March 31, 2004			December 31, 2003
		(Unaudited)
Assets
Current Assets:
Cash and cash equivalents		$	111,831		$	106,830
Accounts receivable, less allowance for doubtful accounts of $2,609 in 2004 and $2,458 in 2003		76,198			69,890
Inventories		104,394			97,622
Prepaid expenses and other current assets		14,065			15,823
Deferred income taxes		34,511			24,693
Total current assets		340,999			314,858
Property, plant and equipment at cost, less accumulated depreciation of $65,651 in 2004 and $62,503 in 2003		70,903			72,742
Goodwill		72,989			72,989
Purchased technology, less accumulated amortization of $28,978 in 2004 and $25,519 in 2003		82,390			85,849
Other intangible assets, less accumulated amortization of $16,284 in 2004 and $14,846 in 2003		17,633			18,842
Long–term investments		12,461			12,376
Deferred income taxes		9,724			18,136
Other assets, net		927			672
Total assets		$	608,026		$	596,464
Liabilities and shareholders’ equity
Current Liabilities:
Accounts payable		$	25,111		$	19,603
Accrued expenses		36,682			31,616
Deferred profit		2,457			2,140
Income taxes payable		2,454			3,700
Current portion of long-term debt		338			333
Total current liabilities		67,042			57,392
Long-term debt, net of current portion		229,848			229,935
Other non-current liabilities		2,870			2,808
Shareholders’ equity		308,266			306,329