What the changes say
- Veeco added numerous risks concerning its planned merger with Axcelis Technologies, Inc.
- Global trade disputes and baseline tariffs created new cost pressures on parts and components.
- Artificial intelligence adoption brought new operational and regulatory compliance risks.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Industry
We are exposed to risks and uncertainties related to changes in global trade policies, global trade disputes, and increased tariffs
U.S. tariffs on steel, aluminum, and imported products increased parts costs, compressed margins, and forced price hikes that could reduce product demand.
- NewRisks Related to Our Business and Industry
We are exposed to risks related to the use of artificial intelligence by us and by our competitors
Using artificial intelligence introduces operational errors, data leaks, compliance costs, intellectual property concerns, and competitive disadvantages if rivals build superior AI tools.
- NewRisks Related to Our Business and Industry
order cancellations and postponements. Also, our backlog may be impacted if we are unable to complete shipments to customers because of export control issues
Customer order cancellations or export control delays could leave Veeco with overvalued inventory, obsolete stock reserves, and uncancelable supplier commitments.
- NewFinancial, Accounting and Capital Market Risks
In addition, as of each reporting date, we evaluate the realizability of our deferred tax assets which may result in the
Inability to generate future taxable income could force valuation allowances against deferred tax assets, altering our effective tax rate.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
The planned merger with Axcelis Technologies, Inc. is subject to certain closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose unexpected delays in the completion of the merger, or the merger may not be completed at all
The planned merger with Axcelis Technologies, Inc. faces closing conditions, regulatory approvals, and termination deadlines that could delay or derail the deal.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
Failure to complete the Merger in a timely manner or at all could materially and adversely affect our stock price and future business and financial results
Failing to complete the merger with Axcelis in a timely manner could depress Veeco's stock price and divert management focus from operational matters.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
The pendency of the Merger could materially and adversely affect our business and operations
The pending Axcelis merger creates business uncertainty with customers and suppliers, and restricts Veeco from pursuing other corporate transactions.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
Under Delaware law, our stockholders are not entitled to an appraisal of the fair value of their shares in connection with the Merger
Veeco stockholders do not have appraisal rights under Delaware law to demand cash fair value for their shares in the Axcelis merger.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
The market price of Axcelis common stock after the Merger may be affected by factors different from those affecting the market price of our common stock
Post-merger, Veeco stockholders will hold Axcelis stock, which is affected by different business factors and potential share price fluctuations.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
Immediately following the Merger, our pre-Merger stockholders are expected to hold approximately 41.6% of the combined company’s common stock and the pre-Merger stockholders of Axcelis are expected to hold approximately 58.4% of the combined company’s common stock, in each case, calculated on a fully diluted basis
Pre-merger Veeco stockholders will hold approximately 41.6% of the combined company, reducing their voting power and influence compared to before.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
An adverse judgment in a lawsuit challenging the Merger may prevent the Merger from becoming effective or from becoming effective within the expected timeframe
Lawsuits challenging the merger or injunctions by governmental entities could prevent the transaction from closing or increase defense costs.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
We are expected to incur significant costs in connection with the Merger and integration of the two companies, which may be in excess of those anticipated by us
Veeco continues to incur substantial transaction, advisory, and integration costs for the Axcelis merger regardless of whether it is completed.
- NewRisks Related to the Merger with Axcelis Technologies, Inc
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror from making an alternative transaction proposal for greater consideration that what Axcelis has agreed to pay in the Merger
- NewRisks Related to the Merger with Axcelis Technologies, Inc
Directors and officers of Veeco may have interests in the Merger that may be different from, or in addition to, those of other our other stockholders, which could have influenced their decisions to support or approve the Merger
Dropped
- Dropped
Key Risk Factors That May Impact Future Results
Introductory boilerplate regarding general risk factors and stock price impact.
- DroppedRisks Related to Our Business and Industry
a buyer regarding the businesses) and to ongoing obligations to support the businesses following such divestitures, any and all of which could adversely affect our financial condition and results of operations
- DroppedFinancial, Accounting and Capital Market Risks
attributes, our effective tax rate and results of operations including cash flows and financial position
- DroppedFinancial, Accounting and Capital Market Risks
The capped call transactions may affect the value of the 2027 Notes and our common stock
Reworded
- 73% rewrittenRisks Related to Our Business and Industry
Our backlog is subject to customer cancellation or modification which could result in decreased sales, increased inventory obsolescence, and liabilities to our suppliers for products no longer needed
Reworded heading to specify that backlog cancellations risk decreased sales, inventory obsolescence, and supplier liabilities.
- 50% rewrittenFinancial, Accounting and Capital Market Risks
Changes in accounting pronouncements or taxation rules, practices, or rates may adversely affect our financial results
Renumbered from prior year, retaining the impact of BEPS project tax changes.
- 48% rewrittenRisks Related to Our Business and Industry
If we fail to properly allocate appropriate resources, successfully develop and commercialize products to meet customer demand, and effectively anticipate industry trends, our business and results of operations may be adversely impacted
Renumbered risk addressing industry consolidation and unexpected product defects.
- 34% rewrittenRisks Related to Our Business and Industry
We may be unable to obtain required export licenses for the sale of our products
Expanded export control scope to cover technology made using certain tools with a U.S. nexus and transfers within international jurisdictions.
- 29% rewrittenRisks Related to Our Business and Industry
The U.S. government has implemented, and may continue to implement, changes in trade policy which have adversely affected and could continue to adversely affect the Company’s ability to sell and service its products to and for customers located in China and in certain other countries
Truncated the prior year list of specific entity additions by the U.S. Commerce Department.
- 26% rewrittenRisks Related to Our Business and Industry
We are exposed to risks associated with business combinations, acquisitions, strategic investments and divestitures
Retained acquisition risks mentioning the 2023 Epiluvac AB purchase.
- 20% rewrittenRisks Related to the Merger with Axcelis Technologies, Inc
Our environmental, social and governance (“ESG”) goals and strategies could be costly to implement, and we are exposed to risks associated with failures to comply with evolving and varying sustainability-related requirements
Removed human rights and diversity initiatives from ESG goals, retaining climate change and general sustainability reporting risks.
All 46 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Industry
- 01Unfavorable market conditions have adversely affected, and may adversely affect, our operating results
- 02We are exposed to risks of operating a global business
- 03The U.S. government has implemented, and may continue to implement, changes in trade policy which have adversely affected and could continue to adversely affect the Company’s ability to sell and service its products to and for customers located in China and in certain other countries29% rewritten
- 04We may be unable to obtain required export licenses for the sale of our products34% rewritten
- 05We are exposed to risks and uncertainties related to changes in global trade policies, global trade disputes, and increased tariffsNew
- 06The timing of our orders, shipments, and revenue recognition may cause our quarterly operating results to fluctuate significantly
- 07We face significant competition
- 08We operate in industries characterized by rapid technological change
- 09If we fail to properly allocate appropriate resources, successfully develop and commercialize products to meet customer demand, and effectively anticipate industry trends, our business and results of operations may be adversely impacted48% rewritten
- 10We are exposed to risks related to the use of artificial intelligence by us and by our competitorsNew
- 11Certain of our sales are dependent on the demand for consumer electronic products and automobiles, which can experience significant volatility
- 12We have a concentrated customer base, located primarily in a limited number of regions, which operates in highly concentrated industries
- 13The cyclicality of the industries we serve directly affects our business
- 14Our failure to estimate customer demand accurately could result in inventory obsolescence, liabilities to our suppliers for products no longer needed, and manufacturing interruptions or delays which could affect our ability to meet customer demand
- 15We rely on a limited number of suppliers, some of whom are our sole source for particular components
- 16Our failure to successfully manage our outsourcing activities or failure of our outsourcing partners to perform as anticipated could adversely affect our results of operations
- 17Our sales cycle is long and unpredictable
- 18Our backlog is subject to customer cancellation or modification which could result in decreased sales, increased inventory obsolescence, and liabilities to our suppliers for products no longer needed73% rewritten
- 19order cancellations and postponements. Also, our backlog may be impacted if we are unable to complete shipments to customers because of export control issuesNew
- 20We are exposed to risks associated with business combinations, acquisitions, strategic investments and divestitures26% rewritten
- 21We are exposed to various risks associated with global regulatory requirements
Risks Related to Intellectual Property and Cybersecurity
- 22Disruptions in our information technology systems or data security incidents could result in significant financial, legal, regulatory, business, and reputational harm to us
- 23We may be unable to effectively enforce and protect our intellectual property rights
- 24We may be subject to claims of intellectual property infringement by others
Financial, Accounting and Capital Market Risks
- 25Our operating results may be adversely affected by tightening credit markets
- 26We are subject to foreign currency exchange risks
- 27We may be required to take impairment charges on assets
- 28Changes in accounting pronouncements or taxation rules, practices, or rates may adversely affect our financial results50% rewritten
- 29In addition, as of each reporting date, we evaluate the realizability of our deferred tax assets which may result in theNew
- 30Our current debt facilities may contain certain restrictions, covenants and repurchase provisions that may limit our ability to raise the funds necessary to meet our working capital needs, which may include the cash conversion of the Notes or repurchase of the Notes for cash upon a fundamental change
- 31Pursuant to U.S. federal and state tax rules, a corporation is generally permitted to deduct from taxable income in any year net operating losses (“NOLs”) carried forward from prior years and to reduce from tax liabilities in any year foreign tax credits and R&D credits carried forward from prior years
Risks Related to the Merger with Axcelis Technologies, Inc
- 32The planned merger with Axcelis Technologies, Inc. is subject to certain closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose unexpected delays in the completion of the merger, or the merger may not be completed at allNew
- 33Failure to complete the Merger in a timely manner or at all could materially and adversely affect our stock price and future business and financial resultsNew
- 34The pendency of the Merger could materially and adversely affect our business and operationsNew
- 35Under Delaware law, our stockholders are not entitled to an appraisal of the fair value of their shares in connection with the MergerNew
- 36The market price of Axcelis common stock after the Merger may be affected by factors different from those affecting the market price of our common stockNew
- 37Immediately following the Merger, our pre-Merger stockholders are expected to hold approximately 41.6% of the combined company’s common stock and the pre-Merger stockholders of Axcelis are expected to hold approximately 58.4% of the combined company’s common stock, in each case, calculated on a fully diluted basisNew
- 38An adverse judgment in a lawsuit challenging the Merger may prevent the Merger from becoming effective or from becoming effective within the expected timeframeNew
- 39We are expected to incur significant costs in connection with the Merger and integration of the two companies, which may be in excess of those anticipated by usNew
- 40The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger, which could discourage a potential competing acquiror from making an alternative transaction proposal for greater consideration that what Axcelis has agreed to pay in the MergerNew
- 41Directors and officers of Veeco may have interests in the Merger that may be different from, or in addition to, those of other our other stockholders, which could have influenced their decisions to support or approve the MergerNew
- 42The price of our common shares is volatile and could decrease
- 43Our inability to attract, retain, and motivate employees could have a material adverse effect on our business
- 44We are subject to risks of non-compliance with environmental, health, and safety regulations
- 45Our environmental, social and governance (“ESG”) goals and strategies could be costly to implement, and we are exposed to risks associated with failures to comply with evolving and varying sustainability-related requirements20% rewritten
- 46We have adopted certain measures that may have anti-takeover effects, which may make an acquisition of the Company by another company more difficult
Other Veeco Instruments 10-Ks
- FY2024 10-K risk factors36 risks
Global operations expose us to 77% non-U.S. revenue, trade restrictions, and supply chain vulnerabilities. Cyclical end-markets like semiconductors drive volatile demand and order timing fluctuations. Heavy reliance on key customers, limited suppliers, and rapid technological change threaten operating results.
Filed Feb 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.