UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended June 30, 2004 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to . |
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Commission file number: 0-16244
VEECO INSTRUMENTS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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11-2989601 |
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(State or Other Jurisdiction |
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(I.R.S. Employer |
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100 Sunnyside Boulevard, Suite B |
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11797 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (516) 677-0200
Website: www.veeco.com
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 whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
29,667,006 shares of common stock, $0.01 par value per share, were outstanding as of the close of business on July 29, 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.
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VEECO INSTRUMENTS INC.
INDEX
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Item 1. Financial Statements (Unaudited)
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
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Three
Months Ended |
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2004 |
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2003 |
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Net sales |
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$ |
102,884 |
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$ |
73,449 |
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Cost of sales |
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57,541 |
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40,655 |
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Gross profit |
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45,343 |
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32,794 |
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Costs and expenses: |
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Selling, general and administrative expense |
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21,849 |
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17,899 |
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Research and development expense |
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14,578 |
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11,708 |
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Amortization expense |
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4,575 |
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3,159 |
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Other income, net |
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(355 |
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(22 |
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Restructuring expense |
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— |
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789 |
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Operating income (loss) |
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4,696 |
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(739 |
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Interest expense, net |
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2,239 |
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1,886 |
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Income (loss) before income taxes |
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2,457 |
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(2,625 |
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Income tax provision (benefit) |
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876 |
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(1,490 |
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Net income (loss) |
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$ |
1,581 |
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(1,135 |
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Net income (loss) per common share |
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$ |
0.05 |
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$ |
(0.04 |
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Diluted net income (loss) per common share |
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$ |
0.05 |
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$ |
(0.04 |
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Weighted average shares outstanding |
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29,649 |
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29,247 |
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Diluted weighted average shares outstanding |
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30,177 |
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29,247 |
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See Accompanying Notes.
4
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Six Months Ended |
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2004 |
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2003 |
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Net sales |
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$ |
197,371 |
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$ |
139,228 |
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Cost of sales |
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112,191 |
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75,228 |
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Gross profit |
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85,180 |
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64,000 |
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Costs and expenses: |
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Selling, general and administrative expense |
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41,960 |
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34,814 |
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Research and development expense |
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28,623 |
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23,866 |
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Amortization expense |
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9,471 |
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6,301 |
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Other income, net |
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(641 |
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(895 |
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Restructuring expense |
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— |
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1,457 |
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Operating income (loss) |
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5,767 |
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(1,543 |
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Interest expense, net |
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4,438 |
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3,653 |
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Income (loss) before income taxes |
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1,329 |
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(5,196 |
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Income tax provision (benefit) |
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452 |
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(2,364 |
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Net income (loss) |
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$ |
877 |
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(2,832 |
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Net income (loss) per common share |
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$ |
0.03 |
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(0.10 |
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Diluted net income (loss) per common share |
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$ |
0.03 |
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(0.10 |
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Weighted average shares outstanding |
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29,608 |
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29,236 |
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Diluted weighted average shares outstanding |
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30,252 |
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29,236 |
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See Accompanying Notes.
5
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
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June 30, |
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December 31, |
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(Unaudited) |
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Assets |
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Current Assets: |
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Cash and cash equivalents |
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$ |
117,415 |
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$ |
106,830 |
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Accounts receivable, less allowance for doubtful accounts of $2,450 in 2004 and $2,458 in 2003 |
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93,419 |
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69,890 |
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Inventories |
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108,073 |
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97,622 |
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Prepaid expenses and other current assets |
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10,172 |
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