UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Table of Contents
2
PART 1—FINANCIAL INFORMATION
Item 1. Financial Statements.
Axcelis Technologies, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
Three months ended | |||||||
March 31, | |||||||
| 2021 |
| 2020 |
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Revenue: | |||||||
Product | $ | | $ | | |||
Services |
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Total revenue |
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Cost of revenue: | |||||||
Product |
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Services |
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Total cost of revenue |
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Gross profit |
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Operating expenses: | |||||||
Research and development |
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Sales and marketing |
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General and administrative |
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Total operating expenses |
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Income from operations |
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Other (expense) income: | |||||||
Interest income |
| |
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Interest expense |
| ( |
| ( | |||
Other, net |
| ( |
| ( | |||
Total other expense |
| ( |
| ( | |||
Income before income taxes |
| |
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Income tax provision |
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Net income | $ | | $ | | |||
Net income per share: | |||||||
Basic | $ | $ | |||||
Diluted | $ | $ | |||||
Shares used in computing net income per share: | |||||||
Basic weighted average common shares |
| |
| | |||
Diluted weighted average common shares |
| |
| |
See accompanying Notes to these Consolidated Financial Statements
3
Axcelis Technologies, Inc.
Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
Three months ended | |||||||
March 31, | |||||||
| 2021 |
| 2020 |
| |||
Net income | $ | | $ | | |||
Other comprehensive loss: | |||||||
Foreign currency translation adjustments |
| ( |
| ( | |||
Amortization of actuarial loss and other adjustments from pension plan, net of tax |
| |
| | |||
Total other comprehensive loss | ( | ( | |||||
Comprehensive income | $ | | $ | |
See accompanying Notes to these Consolidated Financial Statements
4
Axcelis Technologies, Inc.
Consolidated Balance Sheets
(In thousands, except per share amounts)
(Unaudited)
| March 31, |
| December 31, |
| |||
2021 | 2020 |
| |||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | | $ | | |||
Accounts receivable, net |
| |
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Inventories, net |
| |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Operating lease assets | | | |||||
Finance lease assets, net | | | |||||
Long-term restricted cash |
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Deferred income taxes | | | |||||
Other assets |
| |
| | |||
Total assets | $ | | $ | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | | $ | | |||
Accrued compensation |
| |
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Warranty |
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Income taxes |
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Deferred revenue |
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Current portion of finance lease obligation |
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Other current liabilities |
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Total current liabilities |
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Long-term finance lease obligation |
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Long-term deferred revenue |
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Other long-term liabilities |
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Total liabilities |
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Commitments and contingencies (Note 16) | |||||||
Stockholders’ equity: | |||||||
Common stock, $ |
| |
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Additional paid-in capital |
| |
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Accumulated deficit |
| ( |
| ( | |||
Accumulated other comprehensive income |
| |
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Total stockholders’ equity |
| |
| | |||
Total liabilities and stockholders’ equity | $ | | $ | | |||
See accompanying Notes to these Consolidated Financial Statements
5
Axcelis Technologies, Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands)
(Unaudited)
Accumulated |
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Additional | Other | Total |
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Common Stock | Paid-in | Accumulated | Comprehensive | Stockholders’ |
| ||||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Equity |
| |||||||
Balance at December 31, 2019 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||||
Net income |
| — |
| — |
| — |
| |
| — |
| | |||||||
Foreign currency translation adjustments |
| — |
| — |
| — |
| — |
| ( |
| ( | |||||||
Change in pension obligation |
| — |
| — |
| — |
| — |
| |
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Exercise of stock options |
| |
| |
| |
| — |
| — |
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Issuance of shares under Employee Stock Purchase Plan |
| |
| — |
| |
| — |
| — |
| | |||||||
Issuance of restricted common shares, |
| |
| — |
| ( |
| — |
| — |
| ( | |||||||
Stock-based compensation expense | — | — | | — | — | | |||||||||||||
Repurchase of common stock |
| ( |
| ( |
| ( |
| ( |
| — |
| ( | |||||||
Balance at March 31, 2020 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||||
Accumulated | ||||||||||||||||||
Additional | Other | Total | ||||||||||||||||
Common Stock | Paid-in | Accumulated | Comprehensive | Stockholders’ | ||||||||||||||
| Shares |
| Amount |
| Capital |
| Deficit |
| Income (Loss) |
| Equity | |||||||
Balance at December 31, 2020 | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Net income |
| — |
| — |
| — |
| |
| — |
| | ||||||
Foreign currency translation adjustments |
| — |
| — |
| — |
| — |
| ( |
| ( | ||||||
Change in pension obligation |
| — |
| — |
| — |
| — |
| |
| | ||||||
Exercise of stock options |
| |
| — |
| |
| — |
|
| | |||||||
Issuance of restricted common shares, |
| |
| — |
| ( |
| — |
| — |
| ( | ||||||
Stock-based compensation expense | — |
| — |
| |
| — |
| — |
| | |||||||
Repurchase of common stock |
| ( |
| — |
| ( |
| ( |
| — |
| ( | ||||||
Balance at March 31, 2021 |
| | $ | | $ | | $ | ( | $ | | $ | |
See accompanying Notes to these Consolidated Financial Statements
6
Axcelis Technologies, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three months ended | |||||||
March 31, | |||||||
| 2021 |
| 2020 |
| |||
Cash flows from operating activities | |||||||
Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization |
| |
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Deferred income taxes |
| |
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Stock-based compensation expense |
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Provision for excess and obsolete inventory |
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Changes in operating assets and liabilities: | |||||||
Accounts receivable |
| |
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Inventories |
| ( |
| | |||
Prepaid expenses and other current assets |
| ( |
| ( | |||
Accounts payable and other current liabilities |
| ( |
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Deferred revenue |
| ( |
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Income taxes |
| |
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Other assets and liabilities |
| |
| ( | |||
Net cash provided by operating activities |
| |
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Cash flows from investing activities | |||||||
Expenditures for property, plant and equipment and capitalized software |
| ( |
| ( | |||
Net cash used in investing activities |
| ( |
| ( | |||
Cash flows from financing activities | |||||||
Net settlement on restricted stock grants |
| ( |
| ( | |||
Repurchase of common stock |
| ( |
| ( | |||
Proceeds from Employee Stock Purchase Plan |
| — |
| | |||
Principal payments on finance lease obligation | ( | — | |||||
Proceeds from exercise of stock options | | | |||||
Net cash used in financing activities |
| ( |
| ( | |||
Effect of exchange rate changes on cash and cash equivalents |
| |
| | |||
Net increase in cash, cash equivalents and restricted cash |
| |
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Cash, cash equivalents and restricted cash at beginning of period |
| |
| | |||
Cash, cash equivalents and restricted cash at end of period | $ | | $ | |
See accompanying Notes to these Consolidated Financial Statements
7
Axcelis Technologies, Inc.
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Nature of Business
Axcelis Technologies, Inc. (“Axcelis” or the “Company”) was incorporated in Delaware in 1995, and is a producer of ion implantation equipment used in the fabrication of semiconductor chips in the United States, Europe and Asia. In addition, we provide extensive worldwide aftermarket service and support, including spare parts, equipment upgrades, used equipment and maintenance services to the semiconductor industry.
The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments which are of a normal recurring nature and considered necessary for a fair presentation of these financial statements have been included. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for other interim periods or for the year as a whole.
The balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in Axcelis Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2020.
Note 2. Stock-Based Compensation
We maintain the Axcelis Technologies, Inc. 2012 Equity Incentive Plan, as amended (the “2012 Equity Plan”), which became effective on May 2, 2012, and permits the issuance of options, restricted stock, restricted stock units (“RSUs”) and performance awards to selected employees, directors and consultants of the Company. Our 2000 Stock Plan (the “2000 Stock Plan”) expired on May 1, 2012 and
The 2012 Equity Plan is more fully described in Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020.
We recognized stock-based compensation expense of $
In the three-month periods ended March 31, 2021 and 2020, we issued
Note 3. Leases
We have operating leases for office space, warehouse space, computer and office equipment and vehicles used in our business operations. We have a finance lease as a result of the 2015 sale-leaseback of our corporate headquarters in Beverly, Massachusetts. All new agreements are reviewed to determine if they contain a lease component. A lease is a contract or part of a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. We recognize the lease obligation on a discounted basis using the explicit or implicit discount rate stated within the agreement. We recognize a corresponding right-of-use asset, which is initially determined based upon the net present value of the associated liability and is adjusted for deferred costs and possible impairment, if
8
any. For those lease agreements that do not indicate the applicable discount rate, we use our incremental borrowing rate. We have made the following policy elections: (i) operating leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; (ii) we recognize lease expense for operating leases on a straight-line basis over the lease term; and (iii) we account for lease components and non-lease components that are fixed payments as one component. Some of our operating leases include one or more options to renew, with renewal terms that can
March 31, | December 31, | |||||||||
Leases | Classification | 2021 |
| 2020 |
|
| ||||
Assets | (in thousands) |
| ||||||||
Operating lease assets | $ | | $ | | ||||||
Finance lease assets * |
| |
| | ||||||
Total leased assets | $ | | $ | | ||||||
Liabilities | ||||||||||
Current | ||||||||||
Other current liabilities | $ | | $ | | ||||||
Current portion of finance lease obligation | | | ||||||||
Noncurrent | ||||||||||
Other long-term liabilities | | | ||||||||
Finance lease obligation |
| |
| | ||||||
$ | | $ | | |||||||
* Finance lease assets are recorded net of accumulated depreciation of $ |
All of our operating lease office locations support selling and servicing functions. Operating lease expense, and depreciation and interest expense relating to our finance lease obligation, are recognized within our consolidated statement of operations for the three months ended March 31, 2021 and 2020 as follows:
9
Three months ended |
| |||||||||
March 31, | ||||||||||
Lease cost | Classification | 2021 |
| 2020 |
|
| ||||
Operating lease cost | (in thousands) |
| ||||||||
Service | Cost of revenue | $ | | $ | | |||||
Research and development | Operating expenses |
| |
| | |||||
Sales and marketing* | Operating expenses |
| |
| | |||||
General and administrative* | Operating expenses |
| |
| | |||||
Total operating lease cost | $ | | $ | | ||||||
Finance lease cost | ||||||||||
Depreciation of leased assets | Cost of revenue, R&D, Sales and marketing and G&A | $ | | $ | | |||||
Interest on lease liabilities | Interest expense |
| |
| | |||||
Total finance lease cost | $ | | $ | | ||||||
Total lease cost | $ | | $ | | ||||||
* Sales and marketing and general and administrative expense also includes short-term lease and variable lease costs of approximately $ |
Our corporate headquarters, shown below under finance leases, has an original lease term of
Finance | Operating |
| Total |
| ||||||
Maturity of Lease Liabilities | Leases | Leases | Leases | |||||||
(in thousands) | ||||||||||
2021 | $ | | $ | | $ | | ||||
2022 |
| |
| |
| | ||||
2023 |
| |
| |
| | ||||
2024 |
| |
| |
| | ||||
2025 | | | | |||||||
Thereafter | | | | |||||||
Total lease payments | $ | | $ | | $ | | ||||
Less interest portion* | ( | ( | ( | |||||||
Finance lease and operating lease obligations | $ | | $ | | $ | | ||||
* Finance lease interest calculated using the implied interest rate; operating lease interest calculated using estimated corporate borrowing rate. |
March 31, | ||||
Lease term and discount rate |
| 2021 | ||
Weighted-average remaining lease term (years): | ||||
Operating leases | ||||
Finance leases |
| |||
Weighted-average discount rate: | ||||
Operating leases |
| |||
Finance leases |
| |||
10
Our cash outflows from our operating leases include rent expense and other charges associated with these leases. These cash flows are included within the operating activities section of our statement of cash flows. Our cash flows from our finance lease include both an interest component and payment of principal component. The table below shows our cash outflows, by lease type and related section of our statement of cash flows, as well as the non-cash amount capitalized on our balance sheet in relation to our operating lease right-of-use assets for the three months ending March 31, 2021 and 2020, respectively:
Three months ended | |||||||
March 31, | |||||||
Cash paid for amounts included in the measurement of lease liabilities |
| 2021 | 2020 | ||||
(in thousands) | |||||||
Operating cash outflows from operating leases | $ | | $ | | |||
Operating cash outflows from finance leases |
| |
| | |||
Financing cash outflows from finance leases | | — | |||||
Operating lease assets obtained in exchange for operating lease liabilities |
| |
| | |||
Finance lease assets obtained in exchange for new finance lease liabilities | $ | — | $ | — | |||
Note 4. Revenue
To reflect the organization of our business operations, we divide revenue into two categories: revenue from sales of new systems and revenue arising from the sale of used systems, parts and labor to customers who own systems, which we refer to as “Aftermarket.”
Revenue by categories used by management are as follows:
Three months ended | ||||||
March 31, | ||||||
2021 | 2020 | |||||
(in thousands) | ||||||
Systems | $ | $ | ||||
Aftermarket | | | ||||
Total Revenue | $ | $ |
We also consider revenue by geography. Revenue is allocated to geographic markets based upon the location to which our products are shipped and in which our services are performed. Revenue in our principal geographic markets is as follows:
Three months ended | |||||||
March 31, | |||||||
2021 | 2020 | ||||||
(in thousands) | |||||||
North America | $ | $ | |||||
Asia Pacific | |||||||
Europe | |||||||
Total Revenue | $ | $ |
11
Our system sales revenue transactions give rise to contract liabilities (in the case of pre-payments and the fair value of goods and services to be delivered after the system delivery, such as installation and certain warranty obligations).
Contract liabilities are as follows:
March 31, | December 31, | |||||
2021 | 2020 | |||||
(in thousands) | ||||||
Contract liabilities | $ | | $ | | ||
Contract liabilities are reflected as deferred revenue on the consolidated balance sheet and relate to payments invoiced or received in advance of completion of performance obligations under a contract. Contract liabilities are recognized as revenue upon the fulfillment of performance obligations.
Three months ended | ||||||
| March 31, | |||||
2021 | 2020 | |||||
(in thousands) | ||||||
Balance, beginning of the period | $ | | $ | | ||
Deferral of revenue | | | ||||
Recognition of deferred revenue | ( | ( | ||||
Balance, end of the period | $ | | $ | |
The majority of our system transactions have payment terms of
Note 5. Receivables and Allowances for Credit Losses
All trade receivables are reported on the Consolidated Balance Sheets at their amortized cost adjusted for any write-offs and net of allowances for credit losses.
Axcelis maintains an allowance for credit losses, which represent an estimate of expected losses over the remaining contractual life of its receivables considering current market conditions and estimates for supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing assessments and evaluations of collectability, historical loss experience, and future expectations in estimating credit losses in its receivable portfolio. Axcelis uses historical loss experience rates and applies them to a related aging analysis while also considering customer and/or economic risk where appropriate. Determination of the proper amount of allowances requires management to exercise judgment about the timing, frequency and severity of credit losses that could materially affect the provision for credit losses and, as a result, net earnings. The allowance takes into consideration numerous quantitative and qualitative factors that include receivable type, historical loss experience, loss migration, delinquency trends, collection experience, current economic conditions, estimates for supportable forecasts, when appropriate, and credit risk characteristics.
Axcelis evaluates the credit risk of the customer when extending credit based on a combination of various financial and qualitative factors that may affect its customers’ ability to pay. These factors may include the customer’s financial condition, past payment experience, and credit bureau report, as well as the value of the underlying collateral.
Management performs detailed reviews of Axcelis’ receivables on a quarterly basis to assess the adequacy of the allowances and to determine if any impairment has occurred. Amounts determined to be uncollectable are charged directly against the allowances, while amounts recovered on previously written-off accounts increase the allowances. Changes to the allowances for credit losses are maintained through adjustments to the provision for credit losses, which are charged to current period earnings.
12
The following table shows changes of the allowances for credit losses related to trade receivables for the three months ended March 31, 2021 and 2020, respectively:
Three months ended | |||||||
March 31, | |||||||
2021 | 2020 | ||||||
(in thousands) | |||||||
Balance, beginning of period | $ | — | $ | | |||
Provision for credit losses | — | — | |||||
Charge-offs | — | ( | |||||
Recoveries | — | — | |||||
Balance, end of period | $ | — | $ | — |
Note 6. Computation of Net Earnings per Share
Basic earnings per share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased by the number of additional common shares that would have been outstanding if the potentially dilutive common shares issuable on exercise of stock options and vesting of RSUs had been issued, calculated using the treasury stock method.
The components of net earnings per share are as follows:
Three months ended | |||||||
March 31, | |||||||
| 2021 |
| 2020 |
| |||
Net income available to common stockholders | $ | | $ | | |||
Weighted average common shares outstanding used in computing basic income per share |
| |
| | |||
Incremental options and RSUs |
| |
| | |||
Weighted average common shares used in computing diluted net income per share |
| |
| | |||
Net income per share | |||||||
Basic | $ | | $ | | |||
Diluted | $ | | $ | |
Diluted weighted average common shares outstanding does not include
Note 7. Accumulated Other Comprehensive Income
The following table presents the changes in accumulated other comprehensive income, net of tax, by component, for the three months ended March 31, 2021:
| Foreign |
| Defined benefit |
|
| |||||
currency | pension plan | Total |
| |||||||
(in thousands) |
| |||||||||
Balance at December 31, 2020 | $ | | $ | ( | $ | | ||||
Other comprehensive loss and pension reclassification |
| ( |
| |
| ( | ||||
Balance at March 31, 2021 | $ | | $ | ( | $ | |
13
Note 8. Cash, cash equivalents and restricted cash
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the total of the amounts shown in the statement of cash flows:
March 31, | December 31, | |||||
2021 | 2020 | |||||
(in thousands) | ||||||
Cash and cash equivalents | $ | $ | ||||
Long-term restricted cash | ||||||
Total cash, cash equivalents and restricted cash | $ | $ |
As of March 31, 2021, we had $
Note 9. Inventories, net
The components of inventories are as follows:
March 31, | December 31, | ||||||
| 2021 |
| 2020 |
| |||
(in thousands) | |||||||
Raw materials | $ | | $ | | |||
Work in process |
| |
| | |||
Finished goods (completed systems) |
| |
| | |||
Inventories, net | $ | | $ | |
When recorded, inventory reserves reduce the carrying value of inventories to their net realizable value. We establish inventory reserves when conditions exist that indicate inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for the Company’s products or market conditions. We regularly evaluate the ability to realize the value of inventories based on a combination of factors including the following: forecasted sales or usage, estimated product end of life dates, estimated current and future market value and new product introductions. Purchasing and usage alternatives are also explored to mitigate inventory exposure.
Note 10. Product Warranty
We generally offer a
14
The changes in our standard product warranty liability are as follows:
Three months ended | |||||||
March 31, | |||||||
| 2021 |
| 2020 |
| |||
(in thousands) | |||||||
Balance at January 1 (beginning of year) | $ | | $ | | |||
Warranties issued during the period |
| |
| | |||
Settlements made during the period |
| ( |
| ( | |||
Changes in estimate of liability for pre-existing warranties during the period |
| ( |
| | |||
Balance at March 31 (end of period) | $ | | $ | | |||
Amount classified as current | $ | | $ | | |||
Amount classified as long-term |
| |
| | |||
Total warranty liability | $ | | $ | |
Note 11. Fair Value Measurements
Certain assets on our balance sheets are reported at their fair value. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
(a) Fair Value Hierarchy
The accounting guidance for fair value measurement requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is as follows:
Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
(b) Fair Value Measurements
Our money market funds and short-term investments are included in cash and cash equivalents in the consolidated balance sheets.
15
The following table sets forth our assets by level within the fair value hierarchy:
March 31, 2021 |
| ||||||||||||
Fair Value Measurements |
| ||||||||||||
| Level 1 |
| Level 2 |
| Level 3 |
| Total |
| |||||
(in thousands) |
| ||||||||||||
Assets | |||||||||||||
Cash equivalents: | |||||||||||||
Money market funds, U.S. Government Securities and Agency Investments | $ | | $ | — | $ | — | $ | |
December 31, 2020 |
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Fair Value Measurements |
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| Level 1 |