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Our
VISION
Enabling Technologies
That Transform
Our World
MKS Instruments, Inc.
(NASDAQ: MKSI) is a global provider of
instruments, systems, subsystems and process
control solutions that measure, monitor, deliver,
analyze, power and control critical parameters
of advanced manufacturing processes to
improve process performance and productivity
for our customers.
Our
MISSION
Innovation Leader
and Trusted Partner
Pushing the Boundaries
of Possibility
MKS INSTRUMENTS, INC. | ANNUAL REPORT 2021
To Our
SHAREHOLDERS
The year 2021 presented MKS with a
number of challenges due to the worldwide
COVID-19 pandemic and the unprecedented
constraints impacting global supply chains.
I am incredibly proud and humbled by how
our teams overcame these challenges with
innovation, perseverance, and flexibility. Both
our Semiconductor and Advanced Markets
continue to be vibrant growth industries driven
by the fundamental trends of miniaturization
and complexity. As we marked our 60th
year anniversary of innovating to solve our
customers’ most complex challenges, our
focus on execution enabled MKS to report
another year of record financials. We are
incredibly grateful for the dedication and
service of our employees and the support
of our customers and partners across the
markets we serve.
We delivered record revenue of $2.9 billion, an
increase of 27% from $2.3 billion in 2020. This
strong performance was broad-based, with
record revenue in both our Semiconductor
and Advanced Markets, growing 32% and
19%, respectively, compared to 2020 levels.
This strong top-line revenue, coupled with
our prudent management of expenses,
allowed us to grow profitability 57%, more
than twice our revenue growth rate, to $551
million, also another record. These exceptional
results were particularly impressive given the
unprecedented supply chain constraints and
continuous COVID disruptions that impacted
the operations of our business, as well as that
of our suppliers and customers. We overcame
these challenges by executing with a laser
focus on meeting our customers’ needs, while
ensuring the safety and well-being of our
employees.
MKS is a foundational enabler of the key
trends so crucial to the success of today’s
technology-driven economy. The most
satisfying achievement of this past year
is that we have shown we can respond to
multiple challenges and still invest in our
core capabilities to address our customers’
increasingly complex needs. We invested
in a number of areas to drive future organic
growth across our Vacuum and Analysis, Light
and Motion, and Equipment and Solutions
divisions. In fact, our investments over the
past few years translated into market share
gains, such as in RF Power Solutions, as well
as strong design win momentum across our
laser, optics and motion portfolios.
$2.9B
2021 REVENUE
27%
YOY GROWTH
$551M
2021 NET INCOME
57%
YOY GROWTH
Executive
TEAM
John T.C. Lee
President and CEO
Seth H. Bagshaw
SVP, CFO and
Treasurer
Kathleen F. Burke
SVP, General Counsel
and Secretary
Mark M. Gitin
SVP and GM,
Light and Motion
Division
David P. Henry
SVP, Corporate Marketing,
PMO and Global Service
Jennifer J. Reilly
SVP, CHRO
James A. Schreiner
SVP, COO
Francis J. Tan
SVP, Strategic Development
‘‘
The most satisfying
achievement of this past year
is that we have shown we can
respond to multiple challenges
and still invest in our core
capabilities to address our
customers’ increasingly
complex needs.
‘‘
We also made important strides in
strengthening our Corporate Social
Responsibility (CSR) efforts. We issued our
inaugural CSR report, in which we articulated
our strong commitments to diversity, equity
and inclusion, as well as environmental
management, employee development,
and governance. Importantly, we aligned
our disclosure with generally accepted
frameworks, such as the Sustainability
Accounting Standards Board (SASB) and
the Task Force on Climate-Related Financial
Disclosures (TCFD). For us, sustainability is not
only good for our business, but it is also the right
thing to do.
All of these achievements, combined with
expected attractive industry tailwinds, position
MKS for an exciting 2022.
In closing, I want to again thank our dedicated
employees for their resilience, innovation and
teamwork. I am privileged to lead such an
extraordinary group of people. I also want to
thank our customers, suppliers and shareholders
for your continued confidence in MKS.
John T.C. Lee
President and Chief Executive Officer
Eric R. Taranto
SVP and GM,
Vacuum and Analysis
Division
John Williams
VP and GM,
Equipment and Solutions
Division
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding the
future financial performance, business prospects and growth of MKS. These statements are only predictions based on current
assumptions and expectations. Any statements that are not statements of historical fact (including statements containing the
words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues” and
similar expressions) should be considered to be forward-looking statements. Actual events or results may differ materially
from those in the forward-looking statements set forth herein. Among the important factors that could cause actual events
to differ materially from those in the forward-looking statements are manufacturing and sourcing risks, including the impact
and duration of supply chain disruptions, component shortages and price increases, the ability of MKS to complete its
acquisition of Atotech, the terms of MKS’ existing term loan, the terms and availability of financing for the Atotech acquisition,
the substantial indebtedness MKS expects to incur in connection with the Atotech acquisition and the need to generate
sufficient cash flows to service and repay such debt, MKS’ entry into Atotech’s chemicals technology business, in which
MKS does not have experience and which may expose it to significant additional liabilities, the risk of litigation relating to
the Atotech acquisition, the risk that disruption from the Atotech acquisition materially and adversely affects the respective
businesses and operations of MKS and Atotech, the ability of MKS to realize the anticipated synergies, cost savings and other
benefits of the Atotech acquisition, competition from larger or more established companies in MKS’ and Atotech’s respective
markets, the ability of MKS to successfully grow its business and the businesses of Atotech, Photon Control Inc., which it
acquired in July 2021, and Electro Scientific Industries, Inc., which it acquired in February 2019, potential adverse reactions
or changes to business relationships resulting from the announcement, pendency or completion of the Atotech acquisition,
conditions affecting the markets in which MKS and Atotech operate, including the fluctuations in capital spending in the
semiconductor industry and other advanced manufacturing markets, and fluctuations in sales to MKS’ and Atotech’s major
customers, the ability to anticipate and meet customer demand, the challenges, risks and costs involved with integrating
the operations of the companies we have acquired, potential fluctuations in quarterly results, dependence on new product
development, rapid technological and market change, acquisition strategy, volatility of stock price, international operations,
financial risk management, and the other factors described in “Risk Factors” in Part 1, Item 1A of the Form 10-K for the year
ended December 31, 2021 included in this report. Additional risk factors may be identified from time to time in MKS’ future
filings with the Securities and Exchange Commission. MKS is under no obligation to, and expressly disclaims any obligation
to, update or alter these forward-looking statements, whether as a result of new information, future events or otherwise after
the date of this report.
MKS INSTRUMENTS, INC. | ANNUAL REPORT 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
☒☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
Or
☐☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from ______________ to ______________
Commission File number 0-23621
MKS INSTRUMENTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or other Jurisdiction of
Incorporation or Organization)
2 Tech Drive, Suite 201, Andover, Massachusetts
(Address of Principal Executive Offices)
04-2277512
(I.R.S. Employer
Identification No.)
01810
(Zip Code)
(978) 645-5500
(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, no par value
Trading Symbol(s)
MKSI
Name of each exchange on which registered
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
☐ Emerging growth company ☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with or any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant as of June 30, 2021 based on the closing price of the
registrant’s common stock on such date as reported by the Nasdaq Global Select Market: $9,867,033,883.
Number of shares outstanding of the issuer’s common stock, no par value, as of February 11, 2022: 55,517,182
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for our 2022 Annual Meeting of Shareholders, to be filed with the Securities and Exchange Commission no later than
120 days after the close of our fiscal year ended December 31, 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
Special Note Regarding Forward-Looking Statements .........................................................................................................
Summary of Risk Factors ......................................................................................................................................................
PART I
Item 1. Business..............................................................................................................................................................
Item 1A. Risk Factors........................................................................................................................................................
Item 1B. Unresolved Staff Comments ..............................................................................................................................
Properties............................................................................................................................................................
Item 2.
Legal Proceedings ..............................................................................................................................................
Item 3.
Item 4. Mine Safety Disclosures.....................................................................................................................................
PART II
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.......................................................................................................................................................
Item 6. Reserved .............................................................................................................................................................
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................
Item 7A. Quantitative and Qualitative Disclosures about Market Risk ............................................................................
Financial Statements and Supplementary Data ..................................................................................................
Item 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ............................
Item 9A. Controls and Procedures.....................................................................................................................................
Item 9B. Other Information...............................................................................................................................................
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections ...............................................................
Item 10. Directors, Executive Officers and Corporate Governance .................................................................................
Item 11. Executive Compensation....................................................................................................................................
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ..........
Item 13. Certain Relationships and Related Transactions and Director Independence....................................................
Item 14. Principal Accountant Fees and Services ............................................................................................................
PART III
2
3
5
13
33
33
34
34
35
36
37
55
56
103
103
104
104
105
105
105
105
105
Item 15. Exhibits and Financial Statement Schedules......................................................................................................
Item 16. Form 10-K Summary..........................................................................................................................................
106
110
PART IV
SIGNATURES ......................................................................................................................................................................
112
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934 regarding the future financial performance, business prospects and growth of MKS. These statements are only predictions
based on current assumptions and expectations. Any statements that are not statements of historical fact (including statements
containing the words “will,” “projects,” “intends,” “believes,” “plans,” “anticipates,” “expects,” “estimates,” “forecasts,”
“continues” and similar expressions) should be considered to be forward-looking statements. Actual events or results may
differ materially from those in the forward-looking statements set forth herein. Among the important factors that could cause
actual events to differ materially from those in the forward-looking statements are manufacturing and sourcing risks, including
the impact and duration of supply chain disruptions, component shortages and price increases, the ability of MKS to complete
its acquisition of Atotech Limited (“Atotech”), the terms of MKS’ existing term loan, the terms and availability of financing
for the Atotech acquisition, the substantial indebtedness MKS expects to incur in connection with the Atotech acquisition and
the need to generate sufficient cash flows to service and repay such debt, MKS’ entry into Atotech’s chemicals technology
business, in which MKS does not have experience and which may expose it to significant additional liabilities, the risk of
litigation relating to the Atotech acquisition, the risk that disruption from the Atotech acquisition materially and adversely
affects the respective businesses and operations of MKS and Atotech, the ability of MKS to realize the anticipated synergies,
cost savings and other benefits of the Atotech acquisition, competition from larger or more established companies in MKS’ and
Atotech’s respective markets, the ability of MKS to successfully grow its business and the businesses of Atotech, Photon
Control Inc., which it acquired in July 2021, and Electro Scientific Industries, Inc., which it acquired in February 2019,
potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of
the Atotech acquisition, conditions affecting the markets in which MKS and Atotech operate, including the fluctuations in
capital spending in the semiconductor industry and other advanced manufacturing markets, and fluctuations in sales to MKS’
and Atotech’s major customers, the ability to anticipate and meet customer demand, the challenges, risks and costs involved
with integrating the operations of the companies we have acquired, potential fluctuations in quarterly results, dependence on
new product development, rapid technological and market change, acquisition strategy, volatility of stock price, international
operations, financial risk management, and the other factors described in “Risk Factors” in Part 1, Item 1A of this Annual
Report on Form 10-K. Additional risk factors may be identified from time to time in MKS’ future filings with the Securities
and Exchange Commission. MKS is under no obligation to, and expressly disclaims any obligation to, update or alter these
forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report.
2
SUMMARY OF RISK FACTORS
Below is a summary of the principal factors that make an investment in MKS speculative or risky. The following
summary does not contain all of the information that may be important to you, and you should read the below summary in
conjunction with the more detailed discussion of risks set forth under the heading “Risk Factors” in Part I, Item 1A of this
Annual Report on Form 10-K.
Risks Related to Our Pending Acquisition of Atotech
•
•
We may be unable to complete our pending acquisition of Atotech Limited, or Atotech, or otherwise realize the
benefits of the acquisition of Atotech, which could have a material adverse effect on us, and we are exposed to
significant risks relating to the acquisition of Atotech.
Our consolidated indebtedness will increase substantially in connection with the acquisition of Atotech, which
increased level of indebtedness could adversely affect us, including by decreasing our business flexibility.
Risks Related to the COVID-19 Pandemic and other Widespread Health Crises
•
The COVID-19 pandemic has negatively impacted our business, and the pandemic and other widespread health
crises may have a materially adverse effect on our business, financial condition and operating results.
Risks Related to Operating a Global Business
•
•
We face significant risks associated with doing business internationally.
Unfavorable currency exchange rate fluctuations may lead to lower operating margins or may cause us to change
customer pricing, which could result in reduced sales and losses.
Risks Related to Our Industries and Markets
•
•
•
Our business depends significantly on capital spending in the semiconductor and electronics manufacturing
industries, which are characterized by periodic fluctuations that may cause a reduction in demand for our
products.
Many of the markets and industries we serve are highly competitive, are subject to rapid technological
advancement, and have narrow design windows, and if we fail to introduce new and innovative products or
improve our existing products, or if our products or the applications we invest in do not achieve widespread
adoption, our business, financial condition and operating results will be harmed.
We offer products for multiple markets and must face the challenges of supporting the distinct needs of each of the
markets we serve.
Risks Related to Our Operations
•
•
•
•
•
•
•
Supply chain disruptions or other manufacturing interruptions or delays could affect our ability to meet customer
demand and lead to higher costs, while the failure to estimate customer demand accurately could result in excess
or obsolete inventory.
Our dependence on sole and limited source suppliers and international suppliers could affect our ability to
manufacture products and systems.
Our failure to successfully manage the transition of certain of our products to other manufacturing locations
and/or to contract manufacturers would likely harm our business, financial condition and operating results.
Our products could contain defects, which would increase our costs and seriously harm our business, financial
condition, operating results and customer relationships.
We outsource a number of services to third-party service providers, which decreases our control over the
performance of these functions. Disruptions or delays at our third-party service providers could adversely impact
our operations.
The loss of net revenues from any one of our major customers would likely have a material adverse effect on us.
Key personnel may be difficult to attract and retain.
3
Acquisition Risks
•
As part of our business strategy, we have entered into and may continue to pursue business combinations and
acquisitions that may be difficult to identify and complete, challenging and costly to integrate, disruptive to our
business and our management, and/or dilutive to stockholder value.
Financial Risks
•
•
The terms of our Term Loan Facility and ABL Facility impose significant financial obligations and risks upon us,
limit our ability to take certain actions, and could discourage a change in control.
A material amount of our assets represents goodwill and intangible assets, and our net income would be reduced if
our goodwill or intangible assets become impaired.
Legal, Tax, Regulatory and Compliance Risks
•
•
•
•
•
If significant tariffs or other trade restrictions on our products or components that are imported from or exported
to China continue or are increased, our business, financial condition and operating results may be materially
harmed.
We are subject to international trade compliance regulations, and violations of those regulations could result in
fines or trade restrictions, which could have a material adverse effect on us.
Changes in tax rates or tax regulation or the termination of tax incentives could affect our operating results.
We are subject to environmental regulations. If we fail to comply with these regulations, our business could be
harmed.
We are exposed to various risks related to legal proceedings, including product liability claims, intellectual
property infringement claims, contractual claims and securities class action litigation, which if successful, could
have a material adverse effect on our commercial relationships, business, financial condition and operating
results.
Risks Related to Cybersecurity, Data Privacy and Intellectual Property Protection
•
•
We are exposed to risks related to cybersecurity threats and incidents and subject to restrictions of and changes in
laws and regulations governing data privacy and data protection that could have a material adverse effect on our
business.
Our proprietary technology is important to the continued success of our business. Our failure to protect this
proprietary technology may significantly impair our competitive position.
Risks Related to Owning Our Common Stock
•
•
•
•
Our quarterly operating results have fluctuated, and are likely to continue to vary significantly, which may result
in volatility in the market price of our common stock.
The market price of our common stock has fluctuated and may continue to fluctuate for reasons over which we
have no control.
We may not pay dividends on our common stock.
Some provisions of our restated articles of organization, as amended, our amended and restated by-laws and
Massachusetts law could discourage potential acquisition proposals and could delay or prevent a change in
control.
4
PART I
Item 1.
Business
MKS Instruments, Inc. (“MKS” or the “Company”) was founded in 1961 as a Massachusetts corporation. We are a
global provider of instruments, systems, subsystems and process control solutions that measure, monitor, deliver, analyze,
power and control critical parameters of advanced manufacturing processes to improve process performance and productivity
for our customers. Our products are derived from our core competencies in pressure measurement and control, flow
measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas
generation and delivery, power generation and delivery, vacuum technology, temperature sensing, lasers, photonics, optics,
precision motion control, vibration control and laser-based manufacturing systems solutions. We also provide services relating
to the maintenance and repair of our products, installation services and training. Our primary served markets include
semiconductor, industrial technologies, life and health sciences and research and defense.
Recent Events
Acquisitions
On July 15, 2021, we completed our acquisition of Photon Control Inc. (“Photon Control” and such acquisition, the
“Photon Control Acquisition”), pursuant to a definitive agreement. Photon Control designs, manufactures and distributes a
wide range of optical sensors and systems to measure temperature and position used in semiconductor wafer fabrication. At the
effective time of the Photon Control Acquisition, each share of Photon Control’s common stock issued and outstanding as of
immediately prior to the effective time of the Photon Control Acquisition was converted into the right to receive 3.60 per share
in cash in Canadian dollars (“CAD”), without interest and subject to deduction for any required withholding tax. We paid to the
former Photon Control securityholders aggregate consideration of CAD 379 million or $303 million, excluding related
transaction fees and expenses. We funded the payment of the aggregate consideration with available cash on hand. Photon
Control is included in our Light & Motion segment.
The Photon Control Acquisition has helped us deliver on one of our long-term strategic objectives, which is to broaden
our portfolio of key technologies to better serve our customers. The Photon Control Acquisition further advances our strategy
to enhance our Surround the Chamber® offering by adding optical sensors for temperature control for critical etch and
deposition applications in semiconductor wafer fabrication.
On July 1, 2021, we entered into a definitive agreement (as amended from time to time, the “Implementation
Agreement”) to acquire Atotech Limited (“Atotech”), a leading process chemicals technology company and a market leader in
advanced electroplating solutions. Pursuant to the Implementation Agreement, we agreed to pay $16.20 per share in cash and
0.0552 of a share of our common stock for each outstanding common share of Atotech. At the time of the announcement of the
acquisition, the total value of the aggregate cash and stock consideration was approximately $5.1 billion. The final value of the
consideration will be determined at the time of the closing of the acquisition, which is expected to occur in the first quarter of
2022, subject to the satisfaction of certain closing conditions, including receipt of regulatory approval from China and approval
by the Royal Court of Jersey. Our obligations to complete the acquisition are not subject to any financing condition. We intend
to fund the cash portion of the transaction with a combination of available cash on hand and committed term loan debt
financing. In connection with entering into the Implementation Agreement, we entered into (a) a commitment letter (the
“Initial Commitment Letter”), dated as of July 1, 2021, with JPMorgan Chase Bank, N.A. and Barclays Bank PLC
(collectively, the “Initial Commitment Parties”) and (b) joinders to the Initial Commitment Letter to add certain additional
lender parties (the “Commitment Letter Joinders” and, together with the Initial Commitment Letter, the “Commitment Letter”)
dated as of July 23, 2021, with the Initial Commitment Parties and the additional lenders party thereto (collectively, the
“Supplemental Commitment Parties” and, together with the Initial Commitment Parties, the “Commitment Parties”), pursuant
to which, subject to the terms and conditions set forth therein, the Commitment Parties committed to provide (i) a senior
secured term loan credit facility in an aggregate principal amount of $5.3 billion (the “New Term Loan Facility”) and (ii) a
senior secured revolving credit facility with aggregate total commitments of $500 million (the “New Revolving Credit
Facility”). The New Term Loan Facility and New Revolving Credit Facility would refinance our existing term loan facility
(the “Term Loan Facility”) and our existing asset-based revolving credit facility (the “ABL Facility”), respectively, and the
New Term Loan Facility would be used to finance a portion of the acquisition and to refinance certain existing indebtedness of
Atotech.
On October 22, 2021, we completed the syndication of the New Term Loan Facility, comprised of two tranches: a $4.7
billion loan at LIBOR plus 2.25%, a floor of 0.50% and 0.25% of original issue discount, and a Euro tranche of 0.5 billion
5
Euro (“EUR”), or approximately $0.6 billion at EURIBOR plus 2.75%, a floor of 0.00% and 0.25% of original issue discount.
Subsequent to the syndication, the $4.7 billion tranche is expected to be modified to reference a term rate based on the Secured
Overnight Financing Rate (plus an applicable credit spread adjustment) as the benchmark rate.
The Commitment Parties’ obligations under the Commitment Letter and the closing and initial funding under the New
Term Loan Facility are subject to certain customary conditions including, without limitation, the consummation of the
acquisition of Atotech in accordance with the Implementation Agreement, the accuracy of specified representations and
warranties of us and other customary closing conditions.
Where You Can Find More Information
We file reports, proxy statements and other documents with the Securities and Exchange Commission (“SEC”). Our SEC
filings are available to you on the SEC’s website at http://www.sec.gov.
Our website is http://www.mksinst.com. We are not including the information contained in our website as part of, or
incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through our website our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the
SEC.
Markets and Applications
Since our inception, we have focused on satisfying the needs of our customers by establishing long-term collaborative
relationships. We have a diverse base of customers and our primary served markets include semiconductor, industrial
technologies, life and health sciences, research and defense.
We have developed the following two product strategies that have been instrumental in delivering value to our customers
and helping them solve their most complex problems:
•
•
Our Surround the Chamber® offering includes a wide range of products, design and development services, system
level integration, training programs, calibration, service, and repair for our semiconductor customers. This unique
combination of products and services enables our customers to solve the challenges of ultra-thin layers, new
materials and complex 3D structures while maintaining quality and productivity levels. We have cultivated this
strategy over the past two decades by adding critical enabling technologies to our portfolio.
Our Surround the Workpiece® offering includes product design and development, system level integration,
research and development, system, subsystem and component selection, and maintenance, repair and calibration
services in the field of laser-based guidance and control for manufacturing processes.
At our core, MKS is a foundational enabler of miniaturization and complexity. We believe there are three secular trends
benefitting MKS. First is the impact of a world that continues to be increasingly interconnected, driving the need for smaller,
more powerful and feature-rich advanced electronic devices, which is enabled by semiconductor manufacturing and laser
processing solutions. Second is the increasing complexity of technology transitions in semiconductor manufacturing, which
leads to inflections, such as extreme vertical structures and process engineering at the atomic level. These inflections provide
additional growth opportunities for MKS as we believe we are uniquely positioned to deliver the broadest and deepest portfolio
of solutions. Third is the accelerating need for laser-based precision manufacturing techniques, which are enabled by lasers,
photonics, optics, precision motion control, vibration control and systems solutions.
We believe our long history and deep expertise in solving critical problems position us well to address these challenges
for our customers.
Semiconductor Market
A significant portion of our sales are derived from products sold to semiconductor capital equipment manufacturers and
semiconductor device manufacturers. Our products are used in major semiconductor processing steps, such as depositing thin
films of material onto silicon wafer substrates, etching, cleaning, lithography, metrology, packaging and inspection. The
semiconductor industry continually faces new challenges as products become smaller, more powerful and highly mobile. Ultra-
thin layers, smaller critical dimensions, new materials, 3D structures, and the ongoing need for higher yield and productivity
6
drive the need for tighter process measurement and control, all of which MKS supports. We believe we are the broadest critical
subsystem provider in the wafer fabrication equipment ecosystem and address over 85% of the market.
Approximately 62%, 59%, and 49% of our net revenues for 2021, 2020 and 2019, respectively, were from sales to
semiconductor capital equipment manufacturers and semiconductor device manufacturers. As a percentage of net revenues
from our top ten customers, semiconductor market revenue accounted for greater than 90% in each of these years.
Advanced Markets
In addition to the semiconductor market, our products are used in the industrial technologies, life and health sciences,
and research and defense markets.
Industrial Technologies
Industrial technologies encompasses a wide range of diverse applications, including advanced electronics manufacturing
comprising flexible and rigid printed circuit board (“PCB”) processing/fabrication, electronic component manufacturing, glass
coating and electronic thin films. Electronic thin films are a primary component of numerous electronic products including flat
panel displays, light emitting diodes, solar cells and data storage media. Other applications include laser marking, measurement
and scribing, natural gas and oil production and environmental monitoring.
Life and Health Sciences
Our products for life and health sciences are used in a diverse array of applications, including bioimaging, medical
instrument sterilization, medical device manufacturing, analytical, diagnostic and surgical instrumentation, consumable
medical supply manufacturing and pharmaceutical production.
Research and Defense
Our products for research and defense are sold to government, university and industrial laboratories for applications
involving research and development in materials science, physical chemistry, photonics, optics and electronics materials. Our
products are also sold for monitoring and defense applications including surveillance, imaging and infrastructure protection.
Approximately 38%, 41% and 51% of our net revenues in the years 2021, 2020 and 2019, respectively, were from
advanced markets.
International Markets
A significant portion of our net revenues are from sales to customers in international markets. For 2021, 2020 and 2019,
international net revenues accounted for approximately 57%, 55% and 53% of our total net revenues, respectively. A
significant portion of our international net revenues were from sales to customers in China, Israel, Japan, South Korea and
Taiwan. We expect that international revenues will continue to account for a significant percentage of total net revenues for the
foreseeable future. Long-lived assets located outside of the United States accounted for approximately 25% and 28% of our
total long-lived assets in 2021 and 2020, respectively. Long-lived assets include property, plant and equipment, net, right-of-
use assets, and certain other assets and exclude goodwill, intangible assets and long-term tax-related accounts.
Reportable Segments, and Product and Service Offerings
We group our product offerings by the following reportable segments: Vacuum & Analysis (“V&A”), Light & Motion
(“L&M”) and Equipment & Solutions (“E&S”). Global Service represents our service offerings and consists of total services
from all three of our reportable segments.
The V&A segment provides a broad range of instruments, components and subsystems which are derived from our core
competencies in pressure measurement and control, flow measurement and control, gas and vapor delivery, gas composition
analysis, electronic control technology, reactive gas generation and delivery, power generation and delivery and vacuum
technology. Its products include:
•
•
Pressure and Vacuum Control Solutions Products, which consist of direct and indirect pressure measurement.
Materials Delivery Solutions Products, which include flow and valve technologies as well as integrated pressure
measurement and control subsystems, which provide customers with precise control capabilities.
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•
•
Power Solutions Products, which consist of microwave, power delivery systems, radio frequency matching
networks and metrology products. Our power delivery solutions are used to provide energy to various etching,
stripping and deposition processes.
Plasma and Reactive Gas Products, which consist of reactive gas products that create reactive species. A reactive
gas is used to facilitate various chemical reactions in the processing of thin films, including the deposition of films,
etching and cleaning of films and surface modifications.
The L&M segment provides a broad range of instruments, components and subsystems which are derived from our core
competencies in lasers, photonics, optics, temperature sensing, precision motion control and vibration control. Its products
include:
•
•
Laser Products, which consist of continuous wave and pulsed nanosecond and ultrafast lasers based on diode,
diode-pumped solid-state and fiber laser technologies.
Photonics Products, which include precision motion control, optical tables and vibration isolation systems,
photonic instruments, high-performance optics and optical assemblies, opto-mechanical components, temperature
sensing products for wafer fabrication systems, laser and LED measurement products, including laser power and
energy meters and laser beam profilers and complex optical and photonic subsystems.
The E&S segment provides a range of laser-based systems and test products. Its products include:
•
•
Laser-based systems for PCB manufacturing, which include flexible interconnect PCB processing systems and
high-density interconnect solutions for rigid PCB manufacturing and substrate processing.
Multi-layer ceramic capacitor (“MLCC”) test systems, which include testing of ultra-small form factor MLCCs,
used mainly in smartphones and other electronics manufacturing and large chip MLCCs, used mainly in
automotive and infrastructure applications.
For further information on our segments, see Note 21 to the Notes to Consolidated Financial Statements contained in Part
II, Item 8 of this Annual Report on Form 10-K.
Global Service includes:
Installation services and training for many of our products.
Technical support offices located near many of our customers’ facilities.
Repair and calibration services at internal service depots and authorized service providers located worldwide.
Warranties on our products for periods that typically range from one to three years, with the majority of the
warranties on our products ranging from one to two years. We typically provide warranties on our repair services
for periods ranging from 90 days to up to one year, depending upon the type of repair. We also offer extended
warranties ranging from one to five years.
•
•
•
•
Customers
We sell our products and services to thousands of customers worldwide, in a wide range of end markets. Revenues from
our top ten customers accounted for 47%, 44% and 33% of net revenues for 2021, 2020 and 2019, respectively, with the
increasing percentages attributable to increasing semiconductor market sales. As a percentage of net revenues from our top ten
customers, semiconductor market revenue accounted for greater than 90% in each of these years. Lam Research Corporation
and Applied Materials, Inc. were our top two customers in 2021 and together accounted for approximately 27% of our net
revenues. Both of these customers are in the semiconductor market. The semiconductor market has historically experienced
cyclical variations in product supply and demand. It is subject to rapid demand shifts, which are difficult to predict, and we
cannot be certain as to the timing or extent of future demand or any future weakness in the semiconductor capital equipment
industry. For example, our semiconductor market revenue sequentially increased 32% in 2021, sequentially increased 49% in
2020, and sequentially decreased 19% in 2019. We believe net revenues attributable to our semiconductor market customers
are affected by the cyclical nature of the semiconductor market.
Sales and Marketing
Our worldwide sales and marketing organizations are also critical to our strategy of maintaining close relationships with
semiconductor capital equipment manufacturers, semiconductor device manufacturers and manufacturers of advanced
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applications. We market and sell our products and services through our global direct sales organization, an international
network of independent distributors and sales representatives, our websites and product catalogs. As of December 31, 2021, we
had approximately 800 sales and marketing employees worldwide. We maintain a marketing staff that identifies customer
requirements, assists in product planning and specifications, and focuses on future trends in the markets we serve.
Research and Development
Our products incorporate sophisticated technologies to measure, monitor, deliver, analyze, power, control and improve
complex semiconductor and advanced manufacturing processes, thereby enhancing uptime, yield and throughput for our
customers. Our products have continuously advanced as we strive to meet our customers’ evolving needs. We have developed,
and continue to develop, new products to address industry trends, such as the shrinking of integrated circuit critical dimensions
and technology inflections, and, in the flat panel display and solar markets, the transition to larger substrate sizes, which
require more advanced processing and process control technology, the continuing drive toward more complex and accurate
components and devices within the handset and tablet market, the transition to 5G for both devices and infrastructure,
supporting the growth in units and via counts of the High Density Interconnect PCB drilling market, and the industry transition
to electric cars in the automotive market. In addition, we have developed, and continue to develop, products that support the
migration to new classes of materials, ultra-thin layers, and 3D structures that are used in small geometry manufacturing.
We involve our marketing, engineering, manufacturing and sales personnel in the development of new products in order
to reduce the time to market for new products. Our employees also work closely with our customers’ development personnel,
helping us to identify and define future technical needs on which to focus research and development efforts. We support
research at academic institutions targeted at advances in materials science, semiconductor process development and photonics.
As of December 31, 2021, we had approximately 900 research and development employees located in facilities around
the world. Our research and development expenses were $200 million, $173 million and $164 million for 2021, 2020 and 2019,
respectively. Our research and development efforts include numerous projects, none of which are individually material, and
generally have a duration of 3 to 30 months, depending upon whether the product is an enhancement of existing technology or
a new product. Our current initiatives include projects to enhance the performance characteristics of older products, to develop
new products and to integrate various technologies into subsystems.
Manufacturing
Manufacturing activities include the assembly and testing of components and subassemblies, which are integrated into
our products. Our manufacturing facilities are located in Austria, Canada, China, France, Germany, Israel, Italy, Romania,
Singapore, South Korea and the United States. We also rely on significant subcontracted operations in Mexico and selected
contract manufacturers in Asia. Our business depends on the timely supply of products and services that meet the rapidly
changing technical and volume requirements of our customers, which depends in part on the timely delivery of parts,
components and subassemblies from suppliers, including contract manufacturers. We purchase a wide range of electronic,
optical, mechanical and electrical components, some of which are designed to our specifications. We consider our lean
manufacturing techniques and responsiveness to customers’ significantly fluctuating product demands to be a competitive
advantage. As of December 31, 2021, we had approximately 4,200 manufacturing-related employees.
Backlog
We generally schedule production of our products based upon our customers’ delivery requirements. Our lead times are
very short, as a large portion of our orders are received and shipped within 90 days. In many cases, orders may be subject to
cancellation or rescheduling by the customer with limited or no penalty. Our backlog at any particular date, therefore, is not
necessarily indicative of actual sales which may be generated for any succeeding period. Historically, our backlog levels have
fluctuated based upon the ordering patterns of our customers and changes in our manufacturing capacity. Beginning in 2021,
semiconductor market customers generally both increased order volumes and extended lead times. We believe recent ordering
patterns reflect our customers’ efforts to mitigate the impact of supply chain constraints and provide us with increased visibility
to schedule production and secure materials.
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Competition
The market for our products is cyclical and highly competitive. Principal competitive factors include:
Product quality, performance and price;
Historical customer relationships;
Breadth of product line;
Ease of use;
Manufacturing capabilities and responsiveness; and
Customer service and support.
Although we believe that we compete favorably with respect to these factors, we can make no assurances that we will
continue to do so.
We encounter substantial competition in most of our product lines, although no single competitor competes with us
across all product lines. Certain of our competitors have greater financial and other resources than we do. In some cases,
competitors are smaller than we are, but are well established in specific product niches.
For example, Advanced Energy Industries, Inc. offers products that compete with our power solutions and reactive gas
generator products. Hitachi Ltd. and Horiba Ltd. products compete with our mass flow controllers. Inficon, Inc. offers products
that compete with our vacuum measurement and gas analysis products and our vacuum gauging products. Brooks Instrument
and VAT, Inc. offer products that compete with our vacuum components. Sigma Koki Co., Ltd. offers products that compete
with our optics and photonics products. Coherent, Inc. offers products that compete with our lasers and photonics instruments.
Qioptiq offers products that compete with our laser and optics products. IPG Photonics, Inc. offers products that compete with
our laser products. Jenoptik AG offers products that compete with our laser, optics, and photonics products. PI miCos GmbH
offers products that compete with our photonics products. Thorlabs, Inc. offers products that compete with our optics, lasers
and photonics products. Trumpf Group, Lumentum Holdings Inc., Edgwave GmbH, Amplitude Systemes SA, Wuhan Raycus
Fiber Laser Technologies Co., Ltd, Maxphotonics Co. Ltd., Photonics Industries, Advanced Optowave Corporation and Light
Conversion UAB offer products that compete with our laser products. Our laser systems primarily compete with laser systems
provided by Via Mechanics, Ltd., EO Technics Co., Ltd., LPKF Laser & Electronics AG, Mitsubishi Electric Corporation, and
Han’s Laser Technology Industry Group Co., Ltd. Our component test products primarily compete with Humo Laboratory
Ltd., as well as component manufacturers that develop systems for internal use.
Patents and Other Intellectual Property Rights
We rely on a combination of patent, copyright, trademark and trade secret laws and license agreements to establish and
protect our proprietary rights. As of December 31, 2021, we owned 682 U.S. patents and 1,656 foreign patents that expire at
various dates through 2044. As of December 31, 2021, we had 90 pending U.S. patent applications. Foreign counterparts of
certain U.S. applications have been filed or may be filed at the appropriate time.
We require each of our employees, including our executive officers, to enter into standard agreements pursuant to which
the employee agrees to keep confidential all of our proprietary information and to assign to us all inventions while they are
employed by us.
Government Regulations
We are subject to various federal, state, local and international laws and regulations relating to the development,
manufacture, sale and distribution of our products and services, and it is our policy to comply with the laws in every
jurisdiction in which we conduct business. Regulations include but are not limited to those related to environment, corruption,
bribery, import and export controls, competition, product safety, workplace health and safety, employment, labor and data
privacy. The following describes certain significant regulations that may have a material effect on our capital expenditures,
earnings and competitive position. For additional information about risks related to government regulations, please refer to
“Risk Factors – Legal, Tax, Regulatory and Compliance Risks” in Part I, Item 1A of this Annual Report on Form 10-K.
Trade Compliance
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We are subject to trade compliance laws in both the United States and other jurisdictions where we operate, including
export regulations such as the U.S. Export Administration Regulations, administered by the U.S. Department of Commerce’s
Bureau of Industry and Security, and the International Traffic in Arms Regulation, administered by the Department of State’s
Directorate of Defense Trade Controls.
Environmental Regulations
We are subject to various, federal, state, local and international regulations relating to the protection of the environment,
including those governing discharges of pollutants into the air and water, the management and disposal of hazardous
substances and waste and the cleanup of contaminated sites.
Human Capital
In order to compete and succeed in highly competitive markets and industries that are subject to rapid technological
change, we believe it is critical to attract, motivate and retain a dedicated, talented and innovative team of employees. As part
of these efforts, we strive to foster a diverse, equitable and inclusive community, invest in continuous learning and
development, engage meaningfully with employees, offer a competitive compensation and benefits program and provide a safe
and healthy workplace.
As of December 31, 2021, we had a total workforce of approximately 6,400 individuals across 19 countries, with 26%
located in the Asia-Pacific region, 24% located in Europe and the Middle East and 50% located in North America. Of our total
workforce, approximately 6,000 were employees and approximately 400 were temporary workers. Of our total workforce, 14%
work in research and development, 66% work in operations, manufacturing, service and quality assurance, and 20% work in
sales, order administration, marketing, finance, legal, information technology, general management and other administrative
functions.
Diversity, Equity and Inclusion
At MKS, our commitment to diversity, equity and inclusion (“DE&I”) is core to our culture. We believe that diversity of
gender, race, ethnicity, sexual orientation, culture, education, background and experience fuels innovation and results as well as
enables our employees to succeed. Our executive team is comprised of 20% female members and 20% racially diverse
members. Our Board of Directors is comprised of 38% female members, 25% racially diverse members and 13% LGBTQ+,
members and our Lead Director is a woman. We have been recognized for our commitment to advancing women’s
representation on the boards of directors of public companies.
We have taken a number of steps to foster DE&I at MKS:
•
•
•
•
•
Over the last two years, approximately 240 of our leaders around the world completed a six-week DE&I program
hosted by a consulting firm recognized as best-in-class in the area of DE&I capability building.
In 2021, we offered DE&I training for all employees and began bias awareness training for our global talent
acquisition team.
We proactively provide our hiring managers with diverse candidate slates in our employee recruiting process and,
in accordance with our Corporate Governance Guidelines, seek diverse candidates for the pool from which our
Board of Director nominees are chosen.
We regularly conduct robust analyses of pay practices across gender globally and other diversity factors within the
United States to detect any existing disparities within base and total compensation, taking prompt and effective
action to correct any identified disparities. Our most recent analysis of our global employees' compensation, which
was conducted over the past two years, has, with minimal required adjustments, resulted in equitable pay for our
employees.
We offer regional and global initiatives that afford employees opportunities to engage in mentoring programs,
book reading groups and facilitated discussion groups, webinars and workshops that celebrate and recognize
awareness months and days.
Learning and Development
MKS is committed to investing in learning and professional development. Our employees have access to a wide range of
programs, classes and resources to help them excel in their careers and share what they learn with their colleagues. Our
performance management process includes performance feedback and career development discussions that are dynamic and
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actionable throughout the year. In 2021, we broadly rolled out a course to develop our focus on employee engagement, change
management and leadership excellence. Over the last two years, our leaders also completed the DE&I course described above.
In addition, we provide financial support for college and graduate education for U.S. employees and access to online learning
for all employees in local languages to help further the careers of our entire workforce.
Employee Engagement
MKS is committed to meaningful engagement with its employees. In 2021, MKS conducted its first global employee
engagement survey, the results of which were thoroughly assessed and shared with our Chief Executive Officer and executive
leadership team as well as our Board of Directors. We plan to conduct employee engagement surveys on an annual basis and
use the feedback we receive to examine current practices and drive new initiatives.
Our executive management team also conducts quarterly calls with employees around the world to ensure they are
connected to the progress of the Company. In addition, during the COVID-19 pandemic, we have increased our employee
engagement efforts through employee surveys and regular written and video communications.
Compensation and Benefits
MKS is committed to providing total compensation packages that attract, motivate and retain our employees.
Additionally, MKS is committed to recognizing and rewarding each employee’s sustained performance and results. In 2020,
we launched a recognition program for all U.S. employees, which allows peer-to-peer recognition and recognition by
managers. We plan to expand our recognition program globally in 2022. We also maintain a global flexible work policy that
will extend beyond the ongoing COVID-19 pandemic. We are committed to ensuring that our total compensation packages are
externally competitive while supporting our business plans and strategies.
As employee turnover is an indicator of employee satisfaction, we monitor turnover globally. MKS has a very stable and
committed workforce, as evidenced by low voluntary turnover. Our 12-month rolling average for voluntary turnover at the end
of 2021 was below 7%. Our employee average tenure is more than 10 years.
Health and Safety and Pandemic Response
MKS is committed to providing a safe and healthy workplace for all employees. We accomplish this through strict
compliance with applicable laws and regulations regarding workplace safety, including recognition and control of workplace
hazards, tracking injury and illness rates, utilizing a global travel health program and maintaining detailed emergency and
disaster recovery plans. We also offer employees and eligible family members a full range of health and wellness programs, as
well as many clinical and administrative services.
MKS’ top priority during the ongoing COVID-19 pandemic has been and continues to be protecting the health and safety
of our employees and their families, our customers and our community. The commitment to this effort is evidenced by the
extensive planning and numerous actions MKS swiftly took to respond to the pandemic, including the development and
implementation of an infectious disease playbook, a work-from-home program, health check protocols and screenings for all
employees working on site, new process workflows at physical sites to ensure reduced contact for employees working on site,
contact tracing processes and protocols, quarantining and testing protocols for exposure and positive tests, travel guidelines and
protocols to ensure employees who must travel for work can do so safely, and phased return-to-work plans and approval
processes to enable non-manufacturing employees to return to work when permitted by local government regulations. MKS
continues to maintain workplace flexibility such as working remotely where possible to reduce the number of people who are
on site each day.
Additional information regarding MKS’ activities related to its people and sustainability can be found in our Corporate
Social Responsibility Report, which is accessible through the Corporate Social Responsibility section of our website at
https://www.mksinst.com/corporate-social-responsibility. Our Corporate Social Responsibility Report is updated periodically.
This website address is intended to be an inactive textual reference only. None of the information on, or accessible through,
MKS’ website is part of this Annual Report on Form 10-K or is incorporated by reference herein.
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Item 1A. Risk Factors
This section describes certain risks we face in our business. Additional risks that we do not yet know of or that we
currently believe are immaterial may also impair our business. If any of the events or circumstances described in this section
actually occurs, our business, financial condition or operating results could suffer, and the market price of our common stock
could decline. In assessing these risks, investors should also refer to the other information contained or incorporated by
reference in this report and our other filings with the Securities and Exchange Commission.
Risks Related to Our Pending Acquisition of Atotech
We may be unable to complete our pending acquisition of Atotech Limited, or Atotech, or otherwise realize the benefits of
the acquisition of Atotech, which could have a material adverse effect on us, and we are exposed to significant risks relating
to the acquisition of Atotech.
On July 1, 2021, we announced that we had entered into a definitive agreement (as amended, the “Implementation
Agreement”) to acquire Atotech, a leading process chemicals technology company (the “Atotech Acquisition”). Pursuant to the
Implementation Agreement, and subject to the terms and conditions contained therein, at the closing of the acquisition, we will
acquire all of the outstanding shares of Atotech for $16.20 in cash and 0.0552 of a share of MKS common stock for each
Atotech common share. At the time of the announcement of the acquisition, the total value of the aggregate cash and stock
consideration was approximately $5.1 billion. The final value of the consideration will be determined at the time of the closing
of the acquisition, which is expected to occur in the first quarter of 2022, subject to satisfaction of certain closing conditions,
including receipt of regulatory approval from China and approval from the Royal Court of Jersey. The failure to receive
regulatory approval from China or the Royal Court of Jersey, or the failure to satisfy any other closing condition could delay
the completion of the acquisition or prevent it from occurring. Any delay in completing the acquisition could cause us to not
realize some or all of the benefits that we expect to achieve. Further, even if we are unable to complete the acquisition, we will
still have incurred substantial expenses and diverted significant management time and resources from our ongoing business.
There can be no assurance that the remaining closing conditions will be satisfied or waived or that the transaction will be
completed.
Until the completion of the acquisition, we will operate independently of Atotech. It is possible that the pendency of the
acquisition could result in the loss of key employees, higher than expected costs, diversion of management attention or the
disruption of our ongoing businesses, which may adversely affect the combined company’s ability to maintain relationships
with customers, vendors and employees or to achieve the anticipated benefits and cost savings of the acquisition.
Our obligations under the Implementation Agreement to acquire Atotech are not subject to any financing condition. In
connection with the proposed acquisition, as further described under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations—Recent Events” contained in Part II, Item 7 of this Annual Report on Form 10-K, we
entered into a debt commitment letter with JPMorgan Chase Bank, N.A. and Barclays Bank PLC (together with certain
additional lenders party thereto via joinder, the “Commitment Parties”) to obtain a senior secured term loan credit facility in the
aggregate principal amount of $5.3 billion to finance, in part, the acquisition and a $500 million senior secured revolving credit
facility, which may be used to finance, in part, the payment of fees and expenses in connection with the acquisition, for
working capital and for general corporate purposes. The obligations of the Commitment Parties under the commitment letter
are subject to certain conditions. We can provide no assurance that the Commitment Parties will ultimately provide the
financing as contemplated by the commitment letter or that the terms of any indebtedness we incur will not be less favorable to
us than we expect.
Although we have completed the syndication of the aforementioned senior secured term loan and senior secured
revolving credit facilities, the closing and initial funding thereunder is subject to certain customary conditions including,
without limitation, the consummation of the acquisition of Atotech in accordance with the Implementation Agreement, the
accuracy of our specified representations and warranties and other customary closing conditions.
We have incurred, and we will continue to incur, transaction fees, including legal, regulatory and other costs associated
with closing the transaction, as well as expenses related to formulating and implementing integration plans, including facilities
and systems consolidation costs and employment-related costs. We may be unable to offset transaction and integration-related
costs with the elimination of duplicative costs or the realization of other efficiencies related to the integration of the business.
The success of the Atotech Acquisition, if completed, will depend in part on our ability to realize the anticipated business
opportunities and growth prospects from combining our business with that of Atotech. We may never realize these business
opportunities and growth prospects. We do not have previous experience in the specialty chemistry industry, which Atotech
serves. The specialty chemistry industry is also subject to highly complex environmental regulations, across multiple
jurisdictions around the globe, and may expose us to significant additional liabilities for past or future activities. There can be
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no assurances we will have success in this industry. In addition, we may experience increased competition that limits our
ability to expand our business. Integrating operations will be complex and will require significant effort and expenditures on
the part of both us and Atotech. Combining our businesses could make it more difficult to maintain relationships with
customers, employees or suppliers. If we are unable to successfully or timely integrate the operations of Atotech’s business, we
may be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the acquisition and our
business could be adversely affected.
Our consolidated indebtedness will increase substantially in connection with the Atotech acquisition, which increased level
of indebtedness could adversely affect us, including by decreasing our business flexibility.
In connection with the Atotech Acquisition, we expect to incur up to $5.3 billion of indebtedness, which could have the
effect, among other things, of reducing our flexibility to respond to changing business, industry and economic conditions,
limiting our ability to obtain financing in the future and increasing interest expense. We will also incur various costs and
expenses associated with our indebtedness. The amount of cash required to pay interest on our increased indebtedness levels
following completion of the acquisition, and thus the demands on our cash resources, will be greater than the amount of cash
flows required to service the levels of indebtedness we have incurred prior to the transaction. Our increased levels of
indebtedness following completion of the acquisition could also reduce funds available for working capital, capital
expenditures, acquisitions and other general corporate purposes and may create competitive disadvantages relative to other
companies with lower debt levels. If we do not achieve the expected benefits and cost savings from the acquisition, or if the
financial performance of the combined company does not meet current expectations, then our ability to service our
indebtedness may be adversely impacted.
All of the indebtedness to be incurred in connection with the acquisition will bear interest at variable interest rates. If
interest rates increase, variable rate debt will create higher debt service requirements, which could adversely affect our cash
flows. Although we plan to hedge a portion of the variable rate indebtedness, any hedges are likely to carry a higher initial
interest cost or require the payment of premiums to our counterparties. In addition, our credit ratings affect the cost and
availability of future borrowings and, accordingly, our cost of capital. Our ratings reflect each rating organization’s opinion of
our financial strength, operating performance and ability to meet our debt obligations. While we have obtained ratings of our
indebtedness from nationally recognized statistical rating organizations in connection with the debt financing, there can be no
assurance that we will achieve or maintain any particular rating in the future. Moreover, we may be required to raise substantial
additional financing to fund working capital, capital expenditures, acquisitions or other general corporate requirements. Our
ability to arrange additional financing or refinancing will depend on, among other factors, our financial position and
performance, as well as prevailing market conditions and other factors beyond our control. There can be no assurance that we
will be able to obtain additional financing or refinancing on terms acceptable to us or at all.
In addition, while we expect that the negative covenants in the definitive agreements governing our indebtedness will not
affect our ability to pay quarterly dividends in the future, consistent with past practices, the terms of such definitive agreements
will restrict our ability to pay dividends in certain circumstances.
Risks Related to the COVID-19 Pandemic and other Widespread Health Crises
The COVID-19 pandemic has negatively impacted our business, and the pandemic and other widespread health crises may
have a materially adverse effect on our business, financial condition and operating results.
The COVID-19 pandemic has subjected, and the evolution of the COVID-19 pandemic or the emergence of other
widespread health crises may continue to subject, our business, financial condition and operating results to a number of risks,
including:
•
•
Supply chain disruptions and other operational challenges, including shortages of and significant price increases
and increased lead times for raw materials, components and subassemblies, increased employee turnover, increased
health and safety measures, site closures, and other restrictions on the movement of people, goods and raw
materials, which could frustrate our ability to obtain materials from suppliers and meet customer demand, in each
case on favorable terms, on a timely basis, or at all, harming our relationships with customers, creating
opportunities for competitors and exposing us to contractual disputes or liability;
The implementation of government mandates and other regulatory actions, including business shutdowns,
manufacturing restrictions, and quarantines, which could reduce or halt our operations or the operations of our
customers and suppliers, carry into the future for an extended or unknown duration, and contain complex
requirements that make compliance difficult;
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•
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Decreased employee productivity or availability, whether due to illnesses or due to the measures we or government
authorities may take to mitigate their spread and effects, including site closures, restrictions on travel and vaccine
mandates, which could lead to employee attrition; and
A decline in industry and global economic conditions that reduces demand from and weakens the financial health
of our customers, resulting in delayed or canceled orders, requests for payment deferrals or other contract
modifications, and, if we do not anticipate significant or sudden decreases in order patterns, excess inventory.
These risks may be heightened in certain geographies, segments and markets, or under certain other circumstances. For
example, in the first half of 2020, our research and defense market was negatively impacted by university and research lab
closures caused by the COVID-19 pandemic. Since the first quarter of 2021, we have experienced significant constraints due to
global supply chain disruptions, including procuring electronic components, which have negatively impacted, and continue to
impact, our sales, costs and margins, and our ability to produce timely products to meet customer demand. In addition, since
2021, we believe certain of our semiconductor market customers have increased order volumes to mitigate the impact of supply
chain constraints arising from the COVID-19 pandemic, which could lead to a future decrease in order volumes. In the future,
we may be more likely to be affected by government mandates in China, where we and our customers and suppliers have a
significant presence and where the government has taken strict measures to eliminate the spread of COVID-19. We are more
likely to be affected by supply chain disruptions where we rely on sole and limited source suppliers for raw materials,
components and subassemblies critical to the manufacturing of our products due to unique component designs, including
customers’ “copy exact” requirements, or specialized quality and performance requirements. In addition, the effects of the
COVID-19 pandemic and other widespread health crises could exacerbate the other risks described in this Annual Report on
Form 10-K.
Risks Related to Operating a Global Business
We face significant risks associated with doing business internationally.
We face significant risks from our substantial operations in and sales to international markets. We maintain operations in
more than 15 countries, with significant employee populations and/or facilities in Asia (especially China, Israel and South
Korea), Europe (especially France and Germany) and Mexico, and we make sales to customers in approximately 90 countries,
with a significant number of customers in Asia (especially China, South Korea, Japan and Taiwan) and Europe (especially
Germany). Our presence in international markets, and the risks associated with doing business internationally, may change or
increase as our business grows. These risks include:
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Adverse changes or instability in political or economic conditions in countries or regions where we and our
customers and suppliers are located, including currency devaluations, debt defaults, lack of liquidity and
recessions;
Challenges of administering our diverse business and product lines globally;
Actions of government regulatory authorities, including embargoes, sanctions (including “anti-blocking” rules),
executive orders, import, export and reexport restrictions, antiboycott laws, tariffs (including anti-dumping and
countervailing duties), currency controls, trade restrictions and trade barriers (including retaliatory actions), license
requirements (including license-specific restrictions and provisos), citizenship requirements, environmental
requirements and other rules and regulations (including extraterritorial rules and regulations) applicable to the
manufacture, import, export and reexport of our products, all of which may be complicated and conflicting, require
significant investments in cost, time and resources for compliance, and impose strict and severe penalties for
noncompliance;
Political and social attitudes, laws, rules, regulations and policies within countries that favor domestic companies
over non-domestic companies, including customer- or government-supported efforts to promote the development
and growth of local competitors;
Greater risk of violations of U.S. and international laws and regulations, including anti-corruption and trade laws,
by our employees, sales representatives, distributors or other agents;
Increased credit risk and differing financial conditions of customers and distributors, resulting in longer accounts
receivable collection periods and payment cycles, increased bad debt write-offs and additions to reserves;
Overlapping, burdensome and differing tax structures and laws;
Potential for certain tax benefits to be revoked or reclaimed;
Reduced, inconsistent or differing protection of intellectual property;
Increasingly stringent privacy, security, consumer and data protection laws, including the E.U. General Data
Protection Regulation, the Data Security Law of China and the China Personal Information Protection Law;
Shipping, logistics and other supply chain complications or cargo security requirements, including forced-labor
mitigation rules;
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Adverse currency exchange rate fluctuations;
Restrictions on currency conversion or the transfer of funds, including restrictions on certain financial institutions
themselves;
Compliance costs, withholding taxes and legal and contractual restrictions associated with repatriating overseas
earnings;
Increased risk of exposure to significant health concerns (such as COVID-19, Sudden Acute Respiratory
Syndrome, Avian Influenza and the H7N9, Ebola or Zika viruses);
Differences in business practices, culture, language and management style;
Complex, burdensome and differing labor and employment laws and practices;
Changing labor conditions and difficulties staffing, managing, and rationalizing our foreign operations, including,
rising wages and other labor costs, retention of employees, the formation of labor unions and works councils and
the maintenance of defined benefit pension plans;
Nationalization or other expropriation of private enterprises;
Involuntary geopolitical annexations or accessions through military force or otherwise; and
Increased risk of exposure to civil unrest, terrorism and military activities.
If we experience any of the risks associated with doing business internationally, our business, financial condition and
operating results could be significantly harmed.
We have significant facilities and operations and a considerable number of employees in Israel. A number of our
products are manufactured in facilities located in Israel. The Middle East remains a volatile region, and the future of peace
efforts between Israel and neighboring countries remains extremely uncertain. Any armed conflicts or significant political
instability in the region is likely to negatively affect business conditions and could significantly disrupt our operations in Israel.
Further, many of our employees in Israel may be called for active military duty under emergency circumstances. If a military
conflict or war arises, our operations in Israel could be disrupted by the absence of one or more key employees or a significant
number of other employees. Any such disruptions could adversely affect our business.
The U.S. government continues to take action against certain of our customers, particularly in Asia, including
indictments for various criminal charges, and in some cases, restrictions on doing business with these customers (or restrictions
on third parties from engaging designated entities), including the suspension of our ability to fill outstanding orders. These
actions have caused us, and may in the future cause us, to lose anticipated revenue from product sales, the amount of which
could be significant. In addition, these or other customers could elect to purchase products from unaffected non-U.S.
competitors, even when trade restrictions are not in place, jeopardizing our long-term relationship with them. Further,
compliance with regulatory restrictions may cause us to breach contractual obligations, which could result in costs, penalties
and litigation.
Additionally, potential customers in certain countries, particularly in Asia, have a strong preference for technology and
products developed by suppliers based in their home countries. The trade dispute between the U.S. government and the
Chinese government has reinforced and broadened this preference, as potential and existing customers seek to avoid the
uncertainty related to the trade dispute. While we have attempted to mitigate these issues by establishing a significant local
presence in many of these countries, companies like us that are based elsewhere remain at a disadvantage.
Unfavorable currency exchange rate fluctuations may lead to lower operating margins or may cause us to change customer
pricing, which could result in reduced sales and losses.
Although we report our financial position and operating results in U.S. dollars, a significant portion of our net revenues
are from customers in international markets and we have facilities where costs are incurred in currencies other than the U.S.
dollar. In addition, we carry certain assets and liabilities in currencies other than the U.S. dollar. Our expected indebtedness for
the Atotech Acquisition includes a Euro tranche of EUR 0.5 billion, or approximately $0.6 billion. Currency exchange rate
fluctuations could have an adverse effect on our assets, liabilities, net revenues, expenses and operating results and we could
experience losses with respect to our hedging activities. Unfavorable exchange rate fluctuations could require us to increase or
decrease prices to customers, which could result in lower net revenues from such customers. Alternatively, if we do not adjust
the prices for our products in response to unfavorable currency fluctuations, our operating results would be adversely affected
by declining net revenues or profit margins for our products. Such exchange rate fluctuations could also increase the costs and
expenses of our non-U.S. operations when translated into U.S. dollars or require us to modify our current business practices. In
addition, most sales made by our foreign subsidiaries are denominated in the currency of the country in which these products
are sold and the currency they receive in payment for such sales could be less valuable on a U.S. dollar basis at the time of
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receipt as a result of exchange rate fluctuations. We enter into foreign exchange forward contracts to reduce a portion of our
currency exposure arising from intercompany sales of inventory as well as intercompany accounts receivable and intercompany
loans. However, we cannot be certain that our efforts will be adequate to protect us from significant exchange rate fluctuations
or that such efforts will not expose us to additional exchange rate risks.
Risks Related to Our Industries and Markets
Our business depends significantly on capital spending in the semiconductor and electronics manufacturing industries,
which are characterized by periodic fluctuations that may cause a reduction in demand for our products.
Our business depends upon the capital expenditures of semiconductor device manufacturers, which in turn depends upon
the demand for semiconductors. Approximately 62%, 59% and 49% of our net revenues for 2021, 2020 and 2019, respectively,
were from sales to semiconductor capital equipment manufacturers and semiconductor device manufacturers. We anticipate
that sales to these customers will continue to account for a substantial portion of our net revenues. Although our business is not
as dependent upon our industrial technologies market, capital expenditures in electronics manufacturing can also have a
significant impact on our business, financial condition and operating results. The semiconductor and electronics manufacturing
industries have historically experienced cyclical variations in product supply and demand. For example, our sales to
semiconductor capital equipment manufacturers and semiconductor device manufacturers sequentially increased 32% in 2021,
sequentially increased 49% in 2020 and sequentially decreased 19% in 2019. These sometimes sudden and severe cycles can
result from many factors, including overall consumer and industrial spending and demand for electronic products that drive
manufacturer production. These cycles can also result from manufacturers’ capacity utilization, timing of new product
introductions, demand for customers’ products, inventory levels relative to demand, access to affordable capital, labor
conditions, prices of commodities and energy costs. The timing, severity and duration of these cycles are difficult to predict,
and we may not be able to respond effectively to these cycles.
During downturns in the semiconductor and electronics manufacturing industries, periods of overcapacity have resulted
in rapid and significantly reduced demand for our products, which may result in lower gross margins due to reduced absorption
of manufacturing overhead, as our ability to rapidly and effectively reduce our cost structure in response to such downturns is
limited by the fixed nature of many of our expenses in the near term. Further, our ability to reduce our long-term expenses is
constrained by our need to continue investment in next-generation product technology and to support and service our products.
In addition, due to the relatively long manufacturing lead times for some of the products we sell to these industries, we may
incur expenditures or purchase raw materials or components for products we are unable to sell. As a result, downturns in these
industries may materially harm our business, financial condition and operating results. Conversely, during upturns in these
industries, we may have difficulty rapidly and effectively increasing our manufacturing capacity to meet sudden increases in
customer demand. If we fail to do so, we may lose business to our competitors and our relationships with our customers may be
harmed.
Many of the markets and industries we serve are highly competitive, are subject to rapid technological advancement, and
have narrow design windows, and if we fail to introduce new and innovative products or improve our existing products, or if
our products or the applications we invest in do not achieve widespread adoption, our business, financial condition and
operating results will be harmed.
We operate in highly competitive markets characterized by rapid technological advances, frequent product introductions
and enhancements, changing customer requirements, evolving industry standards, substantial capital investment and increasing
price pressure. Our success depends upon our ability to continuously develop, market and support superior products, processes
and solutions. Factors that could harm our competitive position include:
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Our failure to anticipate demand for and internally develop or acquire new, improved and disruptive technologies;
Our investment in emerging applications that do not achieve widespread adoption or significant growth;
Delays in introducing new, enhanced and differentiated products, many of which are difficult to design and
manufacture because of their sophistication and complexity;
Reduced manufacturing capabilities, customer service or support;
Our inability to have semiconductor device manufacturers direct semiconductor capital equipment manufacturers
to use our products at their semiconductor fabrication facilities;
Failure of customers to achieve market demand for their products that incorporate our technologies;
Efforts of customers to internally develop products that compete with our technologies or to engage subcontract
manufacturers or system integrators to manufacture competitive products on their behalf;
Competitors that develop products that offer superior performance or technological features;
Competitors with greater financial, technical, marketing and other resources, including ownership by or affiliations
with members of government, political entities or larger, multinational businesses, which may offer a number of
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competitive advantages, such as the ability to incur lower costs due to control over sources of components and raw
materials or exclusive agreements with suppliers thereof;
Competitors with greater recognition and stronger presences in specific product niches and/or regions;
Competitors, particularly in China, that are able to develop low-cost competitive products;
Difficulties in displacing competitors’ products that are designed into customers’ products;
Pricing pressure from customers and competitors, particularly new competitors that offer aggressive price and
payment terms in an attempt to gain market share, and especially during cyclical downturns in our markets, when
end-markets become more sensitive to costs and competitors are more likely to seek to maintain or increase market
share, reduce inventory or introduce more technologically advanced or lower-cost products; and
Industry consolidation among competitors, which could exacerbate certain of these factors.
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Certain of these factors could cause customers to defer or cancel orders for our products and/or place orders for our
competitors’ products. This is particularly significant to us, as our success depends on many of our products being designed
into new generations of equipment and manufacturing processes. Certain markets in which we operate, such as the
semiconductor capital equipment market and the mobile phone market, which is part of our industrial technologies market,
experience cyclicality and unevenness in capital spending. If we are unable to introduce new products in a timely manner or are
otherwise unsuccessful in making sales to customers, we may miss market upturns or fail to have our products or subsystems
designed into our customers’ products. For example, new products designed by capital equipment manufacturers typically have
a lifespan of five to fifteen years. We must develop products that are technologically advanced in a timely manner so that they
are positioned to be chosen for use in each successive generation of capital equipment.
These factors could also prompt us to agree to pricing concessions or extended payment terms with our customers, in an
effort to expand into new markets, gain volume orders or improve customer cost of ownership in highly competitive
applications. In other cases, we may discontinue selling certain products if we cannot offset price erosion through shifts in
operations.
Finally, these factors could render the portfolios of products or lines of business from which we generate significant net
revenues obsolete. If our customers or the industries we serve shift to other technologies, our business, financial condition and
operating results would be harmed.
We offer products for multiple markets and must face the challenges of supporting the distinct needs of each of the markets
we serve.
We offer products for very diverse markets. Because we operate in multiple markets, we must work constantly to
understand the needs, standards and technical requirements of many different applications within these markets, and must
devote significant resources to developing different products for these markets. Product development is costly and time
consuming. We must anticipate trends in our customers’ industries and develop products before our customers’ products and
processes are commercialized. If we do not anticipate our customers’ needs and future activities, we may invest substantial
resources in developing products that do not achieve broad market acceptance. Our growth prospects rely in part on successful
entry into new segments, which depends on displacing competitors who are more familiar with these markets and better known
to customers. In many cases, we are attempting to enter or expand our presence in these new segments with newly introduced
products that are not yet proven in the industry. Our decision to continue to offer products to a given market or to penetrate
new markets is based in part on our judgment of the size, growth rate, profitability and other factors that contribute to the
attractiveness of a particular market. If our product offerings in any particular market are not competitive, our analyses of a
market are incorrect or our sales and marketing approach for a market is ineffective, we may not achieve anticipated growth
rates in this market, and our business, financial condition and operating results would be harmed.
Further, serving diverse markets requires an understanding of different sales cycles and customer types, and the
development and maintenance of a complex global sales team and sales channels to support the markets’ differing needs. It
also requires dynamic operations that can support both complex, customized product builds as well as quick turn-around for
commercial off-the-shelf sales. If we fail to provide sales and operational support for our diverse markets, our business,
financial condition and operating results would be harmed.
Risks Related to Our Operations
Supply chain disruptions or other manufacturing interruptions or delays could affect our ability to meet customer demand
and lead to higher costs, while the failure to estimate customer demand accurately could result in excess or obsolete
inventory.
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Our business depends on the timely supply of products and services that meet the rapidly changing technical and volume
requirements of our customers, which depends in part on the timely delivery of parts, components and subassemblies from
suppliers, including contract manufacturers. For example, since the first quarter of 2021, we have experienced significant
constraints due to global supply chain disruptions, including procuring electronic components, which have negatively
impacted, and continue to impact, our sales, costs and margins, and our ability to produce timely products to meet customer
demand. Cyclical industry conditions and volatility of demand for manufacturing equipment increase capital, technical,
operational and other risks for us and for companies throughout our supply chain. We may also experience significant
disruptions in our supply chain, interruptions of our manufacturing operations, delays in our ability to deliver products or
services, increased costs or customer order cancellations as a result of:
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Volatility in the availability and cost of materials, including rare earth elements, whether due to interruptions in
production by suppliers, allocations of products to other purchasers, fluctuations in foreign currency exchange
rates, changes in worldwide price levels, environmental limitations or other factors;
Pandemics such as COVID-19, natural disasters or other events beyond our control (such as earthquakes at our
facilities in California and Portland, Oregon, floods or storms, wildfires, power outages (particularly rolling
blackouts recently experienced in China), regional economic downturns, social unrest, political instability,
terrorism, or acts of war), particularly where we or our suppliers, subcontractors and contract manufacturers
conduct manufacturing;
Global logistics network challenges, such as limited availability of and constraints on freight capacity;
Information technology or infrastructure failures; and
New laws or regulations.
In addition, if we need to rapidly increase our business and manufacturing capacity to meet increases in demand or
expedited shipment schedules, this may exacerbate any interruptions in our manufacturing operations and supply chain and the
associated effect on our working capital. Moreover, if actual demand for our products is different than expected, we may
purchase more/fewer parts than necessary or incur costs for canceling, postponing or expediting delivery of parts. If we
purchase inventory in anticipation of customer demand that does not materialize, or if our customers reduce or delay orders, we
may incur excess inventory charges. Any of these factors could materially and adversely affect our business, financial
condition and operating results.
Our dependence on sole and limited source suppliers and international suppliers could affect our ability to manufacture
products and systems.
We rely on sole and limited source suppliers and international suppliers for some of our components and subassemblies
that are critical to manufacturing our products and/or our testing and operations processes due to unique component designs as
well as specialized quality and performance requirements. This reliance involves several risks, including:
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The inability to obtain an adequate supply of required components;
Quality and reliability problems with components, which in turn adversely affects our products’ quality and
reliability;
Prohibitively higher component prices due to the imposition of tariffs;
Supply chain disruptions, including as a result of the relocation of our low-cost and sole and limited source
suppliers to less-developed countries, such as the movement of some suppliers from China to the Philippines or
Vietnam;
Reduced control over pricing and timing of delivery of components;
The inability of our suppliers to develop technologically advanced products to support our growth and
development of new products;
The unavailability of service and/or spare parts for critical capital equipment; and
The inability or unwillingness of our suppliers to continue to offer supplies or services on commercially acceptable
terms.
We may not be able to obtain and qualify alternative sources of these components on favorable terms, on a timely basis,
or at all, because there are a limited number of suppliers. The use of alternative sources could also require us to redesign our
products, resulting in increased costs, likely shipping delays and the potential need to requalify products with customers,
particularly those who have “copy exact” requirements. Any inability to redesign our products could result in further costs and
shipping delays. Increased costs would decrease our profit margins if we could not pass the costs to our customers. Further,
shipping delays could damage our relationships with customers and have a material adverse effect on our business and
operating results.
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Our failure to successfully manage the transition of certain of our products to other manufacturing locations and/or to
contract manufacturers would likely harm our business, financial condition and operating results.
As part of our continuous cost-reduction efforts, we continue to relocate the manufacture of certain of our existing
product lines and subassemblies to, and initiate the manufacture of certain new products in, our facilities in China, Israel,
Romania and Singapore, as well as to our significant subcontracted operations in Mexico and selected contract manufacturers
in Asia. In the future, we may expand the level of manufacturing, administrative and certain other operations that we move to
other global locations to take advantage of cost efficiencies available to us in those locations. However, we may not achieve the
significant cost savings or other benefits that we anticipate from moving manufacturing and other operations, and costs may
increase as development and manufacturing expertise increase and labor, material, shipping and facility-related costs rise, as
we have seen in our manufacturing locations in China. If these costs increase to the extent that we no longer realize suitable
gross margins from our products manufactured in these countries, we may need to relocate the manufacture of these products to
other lower-cost regions. Additionally, if we are unable to successfully manage the relocation, initiation or oversight of the
manufacture of these products, our business, financial condition and operating results would be harmed.
In particular, transferring product lines to other manufacturing locations and/or to our contract manufacturers’ facilities
often requires us to transplant complex manufacturing equipment and processes across a large geographical distance and to
train a completely new workforce concerning the use of this equipment and these processes. In addition, certain of our
customers may require the requalification of products supplied to them in connection with the relocation of manufacturing
operations. If we are unable to manage these transfers and training smoothly and comprehensively, or if we are unable to
requalify products in a timely manner, we could suffer manufacturing and supply chain delays, excessive product defects, harm
to our operating results and our reputation with our customers, and loss of customers. Further, the utilization of overseas
manufacturing locations and contract manufacturers may require additional customs tariffs or may require export licenses,
which may be difficult or costly to obtain.
Additionally, qualifying contract manufacturers and commencing volume production is expensive and time-consuming,
and there is no guarantee we will continue to do so successfully. Further, our reliance on contract manufacturers reduces our
control over the assembly process, quality assurance, production costs and material and component supply for our products. If
we fail to manage our relationships with our contract manufacturers, or if any of our contract manufacturers experience
financial difficulty, or delays, disruptions, capacity constraints or quality control problems in their operations, our ability to
ship products to our customers could be impaired and our competitive position and reputation could be harmed. Further, if we
or our contract manufacturers are unable to negotiate with suppliers for reduced material or component costs, our operating
results could be harmed.
In addition, our contract manufacturers may terminate our agreements with them upon prior notice to us or immediately
for reasons such as if we become insolvent, or if we fail to perform a material obligation under the agreements. If we are
required to change contract manufacturers or assume internal manufacturing operations for any reason, including the
termination of one of our contract manufacturing contracts, we will likely suffer manufacturing and shipping delays, lost sales,
increased costs and damage to our customer relationships, any of which would harm our business, financial condition and
operating results.
Our products could contain defects, which would increase our costs and seriously harm our business, financial condition,
operating results and customer relationships.
Many of our products are inherently complex in design and, in some cases, require extensive customization and/or
ongoing regular maintenance. Further, the manufacture of these products often involves a highly complex and precise process
and the utilization of specially qualified components that conform to stringent specifications. Many of our products also require
highly skilled labor. As a result of the technical complexity of these products, design defects, skilled labor turnover, changes in
our or our suppliers’ manufacturing processes or the inadvertent use of defective or nonconforming materials by us or our
suppliers could adversely affect our manufacturing yields and product reliability. This could in turn harm our business,
operating results, financial condition and customer relationships.
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We provide warranties for our products, and we accrue allowances for estimated warranty costs at the time we recognize
revenue for the sale of the products. The determination of such allowances requires us to make estimates of product return rates
and expected costs to repair or replace the products under warranty. We establish warranty reserves based on historical
warranty costs for our products. If actual return rates or repair and replacement costs differ significantly from our estimates, our
operating results would be negatively impacted.
Our customers may discover defects in our products after the products have been fully deployed and operated under peak
stress conditions. In addition, some of our products are combined with products from other suppliers, which may contain
defects. Further, some of our customers use our products in ways other than their intended purpose. As a result, should
problems occur, it may be difficult to identify the source of the problem. If we are unable to promptly identify and fix defects
or other problems, we could experience, among other things:
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Loss of customers;
Increased costs of product returns and warranty expenses;
Increased costs required to analyze and mitigate the defects or problems;
Damage to our reputation;
Failure to attract new customers or achieve market acceptance;
Diversion of development, engineering and service resources; and/or
Legal action by our customers.
The occurrence of any of these factors could seriously harm our business, financial condition and operating results.
We outsource a number of services to third-party service providers, which decreases our control over the performance of
these functions. Disruptions or delays at our third-party service providers could adversely impact our operations.
We outsource a number of services, including certain information technology systems management, logistics functions,
contract manufacturing and accounting functions, to third-party service providers. While outsourcing arrangements may lower
our cost of operations, they also reduce our direct control over the services rendered. This diminished control may have an
adverse effect on the quality or quantity of services rendered, on our ability to quickly respond to changing market conditions,
or on our ability to ensure compliance with all applicable domestic and foreign laws and regulations. If we do not effectively
develop and manage our outsourcing strategies, if required export and other governmental approvals are not timely obtained, if
our third-party service providers do not perform as anticipated, or do not adequately protect our data from cyber-related
security breaches, or if there are delays or difficulties in enhancing business processes, we may experience operational
difficulties (such as limitations on our ability to pay suppliers in a timely manner), increased costs, manufacturing or service
interruptions or delays, loss of intellectual property rights or other sensitive data, quality and compliance issues, and challenges
in managing our product inventory or recording and reporting financial and management information, any of which could
materially and adversely affect our business, financial condition and operating results.
The loss of net revenues from any one of our major customers would likely have a material adverse effect on us.
Our top ten customers accounted for approximately 47%, 44% and 33% of our net revenues for 2021, 2020 and 2019,
respectively. Our top two customers, Lam Research Corporation and Applied Materials, Inc., together accounted for
approximately 27%, 24% and 18% of net revenues for the years 2021, 2020 and 2019, respectively. In any one reporting
period, a single customer or several customers may contribute even a larger percentage of our consolidated net revenues.
Further, our Equipment & Solutions Division also depends on a few significant customers for a large portion of its revenue in
any given quarter. The loss of a major customer or any significant reduction in orders by these customers, including reductions
due to market or competitive conditions, would likely have a material adverse effect on our business, financial condition and
operating results. None of our significant customers has entered into an agreement with us requiring it to purchase any
minimum quantity of our products.
Attempts to lessen the adverse effect of any loss or reduction of net revenues through the rapid addition of new
customers would be difficult because a relatively small number of companies dominate the semiconductor and electronics
manufacturing industries. Further, prospective customers typically require lengthy qualification periods prior to placing volume
orders with a new supplier. Our future success will continue to depend upon:
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Our ability to maintain relationships with existing key customers;
Our ability to attract new customers and satisfy any required qualification periods;
Our ability to introduce new products in a timely manner for existing and new customers;
The successes of our original equipment manufacturing (“OEM”) customers in creating demand for their capital
equipment products that incorporate our products; and
Our ability to gain significant customers in new, emerging segments of our markets.
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Key personnel may be difficult to attract and retain.
Our ability to maintain and grow our business is directly related to the service of our employees in each area of our
business, as we consider talent to be a significant asset. Our performance is directly tied to our ability to hire, train, motivate
and retain qualified personnel, including highly skilled technical, financial, managerial, and sales and marketing personnel.
There is significant competition for personnel in the technology marketplace, particularly in certain geographies where we are
located, including the Boston area, the Orange County, California area, the San Francisco Bay area, China, Germany and
Singapore. Also, as a result of the COVID-19 pandemic, employees in our industries are increasingly able to work remotely,
which could increase employee mobility and turnover, making it more difficult for us to attract and retain employees. In
addition, many of our product manufacturing processes and product service require deep technical expertise, and it can be
particularly challenging to identify and attract candidates and retain employees possessing such expertise. We have
experienced and may continue to experience attrition in certain key positions. A related challenge is that a significant portion of
our technical talent is nearing retirement age, and we may have difficulty attracting a sufficient number of employees with the
necessary skills to replace them. If we are unable to hire sufficient numbers of qualified employees or retain and motivate
existing employees, our business and operating results would be harmed.
Acquisition Risks
As part of our business strategy, we have entered into and may continue to pursue business combinations and acquisitions
that may be difficult to identify and complete, challenging and costly to integrate, disruptive to our business and our
management, and/or dilutive to stockholder value.
As a part of our business strategy, we have entered into and continue to pursue business combinations and acquisitions.
In particular, the acquisitions of Newport Corporation (“Newport”) in April 2016 and Electro Scientific Industries, Inc. (“ESI”)
in February 2019 significantly increased our size, including with respect to net revenues, product offerings, and/or number of
employees and facilities. Our ability to successfully identify suitable acquisition targets, complete acquisitions on acceptable
terms, and efficiently and effectively integrate our acquired businesses is critical to our growth. We may not be able to identify
target companies that meet our strategic objectives or successfully negotiate and complete acquisitions with companies we
have identified on acceptable terms. Further, we may incur significant expense in pursuing acquisitions that cannot be
completed, or are significantly delayed, due to regulatory or other restrictions. Additionally, our credit facilities only permit us
to make acquisitions under certain circumstances, and also restrict our ability to incur additional indebtedness in certain
circumstances. We may not realize the benefits we anticipate from these acquisitions, including our pending acquisition of
Atotech, because of significant challenges, such as:
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The difficulty, distraction, resource requirements, cost and disruption of integrating the operations, technology and
personnel of the acquired companies;
The potential disruption of our ongoing business and distraction of management;
Possible internal control or other compliance weaknesses of the acquired companies;
Significant expenses related to the acquisitions, including any resulting shareholder litigation;
The assumption of unknown or contingent liabilities associated with acquired businesses;
The potential to incur or record significant cash or non-cash charges or write down the carrying value of intangible
assets and goodwill obtained in the acquisitions, which could adversely impact our cash flow or lower our earnings
in the period or periods for which we incur such charges or write down such assets;
Potentially incompatible cultural differences between the two companies;
Incorporating the acquired companies’ technology and products into our current and future product lines, and
successfully generating market demand for these expanded product lines;
Potential additional geographic dispersion of operations;
The difficulty in achieving anticipated synergies and efficiencies;
The difficulty in leveraging the acquired companies’ and our combined technologies and capabilities across our
product lines and customer base;
Burdensome requirements or conditions imposed by government regulators in connection with their review of
acquisitions, including divestitures and restrictions on the conduct of our business or the business of the acquired
companies;
Potential sales disruptions as a result of integrating the acquired companies’ sales channels with our sales channels;
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Our ability to retain key customers, suppliers and employees of the acquired companies.
We may also face competitive disadvantages by selling products that are new to us and/or selling products in markets
and geographies that are new to us. In addition, if we are not successful in completing acquisitions or integrating acquired
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businesses, we may be required to re-evaluate our growth strategy. We may incur substantial expenses and devote significant
management time and resources to complete acquisitions that may not generate the financial results we planned to achieve.
In particular, we continue to experience some significant risks associated with the acquisition of ESI (the “ESI Merger”),
including our ability to retain key personnel and to realize the anticipated growth in net revenues from the acquired business, as
well as the potential to incur or record significant cash or non-cash charges or write down the carrying value of intangible
assets and goodwill obtained in the ESI Merger, which could adversely impact our cash flow or lower our earnings in the
period or periods for which we incur such charges or write down such assets.
In addition, we could use substantial portions of our available cash for all or a portion of the purchase price of future
acquisitions. We could also issue additional securities as consideration for or to finance these acquisitions, which could cause
significant stockholder dilution, or obtain additional debt financing, which would increase our costs, reduce our future cash
flow and subject us to covenants and other restrictions that may impede our ability to manage our operations, without achieving
the desired accretion to our business.
As a result of our previous acquisitions, we have several different decentralized operating and accounting systems. We
will need to continue to modify our accounting policies, internal controls, procedures and compliance programs to provide
consistency across all of our operations. In order to increase efficiency and operating effectiveness and improve corporate
visibility into our decentralized operations, we continue to review opportunities to integrate Enterprise Resource Planning
systems where practical. Any future implementations may risk potential disruption of our operations during the conversion
periods and the implementations could require significantly more management time and higher implementation costs than
currently estimated.
Financial Risks
The terms of our Term Loan Facility and ABL Facility impose significant financial obligations and risks upon us, limit our
ability to take certain actions, and could discourage a change in control.
The total outstanding principal balance of our Term Loan Facility, as defined and as described further in Item 7 of this
Annual Report on Form 10-K, at December 31, 2021 was $824 million. Our ABL Facility, as defined and as described further
in Item 7 of this Annual Report on Form 10-K, provides us with a senior secured asset-based revolving credit facility of up to
$100 million, subject to a borrowing base limitation. We have not borrowed against our ABL Facility to date.
A significant portion of the amount outstanding under the Term Loan Facility bears interest at a variable interest rate.
Although we hedge some of the variable interest rate exposure, if interest rates increase, variable rate debt will create higher
debt service requirements, which would adversely affect our cash flows. In addition, our credit ratings could affect the cost and
availability of future borrowings and, accordingly, our cost of capital. Our ratings of our indebtedness reflect each nationally
recognized statistical rating organization’s opinion of our financial strength, operating performance and ability to meet our debt
obligations. We cannot make any assurances that we will achieve or maintain a particular rating in the future. Moreover, we
may be required to raise substantial additional financing to fund working capital, capital expenditures, acquisitions or other
general corporate requirements. Our ability to obtain additional financing or refinancing will depend on, among other factors,
our financial position and performance, as well as prevailing market conditions and other factors beyond our control. We
cannot make any assurances that we will be able to obtain additional financing or refinancing on terms acceptable to us or at
all.
Our Term Loan Facility and ABL Facility contain several negative covenants that, among other things and subject to
certain exceptions, restrict our ability and/or our subsidiaries’ ability to:
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Incur additional indebtedness;
Pay certain dividends on our capital stock or redeem, repurchase or retire certain capital stock or certain other
indebtedness;
Make certain investments, loans and acquisitions;
Engage in certain transactions with our affiliates;
Sell assets, including capital stock of our subsidiaries;
Materially alter the business we conduct;
Consolidate or merge;
Incur liens; and
Engage in sale-leaseback transactions.
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These restrictions on our ability to engage in or benefit from these actions limit our flexibility in planning for, or reacting
to, changes in and opportunities for our business, such as limiting our ability to engage in mergers and acquisitions. This could
place us at a competitive disadvantage. If the matters described in our other risk factors result in a material adverse effect on
our business, financial condition or operating results, we may be unable to comply with the terms of our credit facilities or
experience an event of default.
Our Term Loan Facility and ABL Facility contain customary events of default, including:
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Failure to make required payments;
Failure to comply with certain agreements or covenants;
Materially breaching any representation or warranty;
Failure to pay, or cause acceleration of, certain other indebtedness;
Certain events of bankruptcy and insolvency;
Failure to pay certain judgments; and
A change in control of us.
The amount of cash available to us for repayment of amounts owed under these credit facilities will depend on our usage
of our existing cash balances and our operating performance and ability to generate cash flow from operations, which will be
subject to financial, business and other factors affecting our operations, many of which are beyond our control. We cannot
provide any assurances that we will generate sufficient cash flow from operations to service our debt obligations. Any failure to
repay these obligations as they become due would result in an event of default under the credit facilities.
If an event of default occurs, the lenders may end their obligation to make loans to us under the credit facilities and may
declare any outstanding indebtedness under these credit facilities immediately due and payable. In such case, we would need to
obtain additional financing or significantly deplete our available cash, or both, to repay this indebtedness. Any additional
financing may not be available on reasonable terms or at all, and significant depletion of our available cash would harm our
ability to fund our operations or execute our broader corporate objectives. If we were unable to repay outstanding indebtedness
following an event of default, then in addition to other available rights and remedies, the lenders could initiate foreclosure
proceedings on substantially all of our assets. Any such foreclosure proceedings or other rights and remedies successfully
implemented by the lenders in an event of default would have a material adverse effect on our business, financial condition and
operating results.
Further, because a change in control of us constitutes an event of default under these credit facilities, this may be a
deterrent to some potential acquirers, as it would likely require an acquirer to repay any outstanding borrowings under these
credit facilities.
In addition, each of our Term Loan Facility and ABL Facility, each as amended, uses London Interbank Offered Rate
(“LIBOR”) as a reference rate, such that the interest due pursuant to such loans may be calculated using LIBOR (subject to a
stated minimum value). On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR,
announced that it desired to phase out LIBOR by the end of 2021. On November 30, 2020, the ICE Benchmark Administration
Limited, which administers LIBOR, announced that it planned to consult on ceasing publication of LIBOR on December 31,
2021 for the one week and two month LIBOR tenors (for which publication has now ceased), and on June 30, 2023 for all
other LIBOR tenors, including the LIBOR tenor that we use. In light of these announcements, the future of LIBOR at this time
is uncertain and any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout
could cause LIBOR to perform differently than in the past or cease to exist. The Alternative Reference Rates Committee
selected the Secured Overnight Financing Rate (“SOFR”), a new index calculated by reference to short-term repurchase
agreements backed by Treasury securities as determined by the Federal Reserve System, as its preferred replacement for U.S.
dollar LIBOR. Prior to the phase-out of LIBOR, we expect to reach agreement with our lenders on an amendment to our Term
Loan Facility and ABL Facility to use SOFR in lieu of LIBOR. We do not expect a significant change to the effective interest
rate on our borrowing as a result of any replacement reference rate. Whether SOFR attains market acceptance as a LIBOR
replacement tool is uncertain. In the event we are unable to reach agreement on a replacement reference rate, the term loans
outstanding under our Term Loan Facility and any revolving loans borrowed under our ABL Facility from time to time using
LIBOR as a reference rate will convert to the base rate, which could result in higher interest rates on these term loans and any
such revolving loans.
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A material amount of our assets represents goodwill and intangible assets, and our net income would be reduced if our
goodwill or intangible assets become impaired.
As of December 31, 2021, our goodwill and intangible assets, net, represented approximately $1.8 billion, or 40% of our
total assets. Goodwill is generated in our acquisitions when the cost of an acquisition exceeds the fair value of the net tangible
and identifiable intangible assets we acquire. For example, as a result of the ESI Merger, we added approximately $474 million
of additional goodwill and intangible assets. Goodwill and indefinite-lived intangible assets are subject to an impairment
analysis at least annually based on the fair value of the reporting unit. Intangible assets relate primarily to the developed
technologies, customer relationships and patents and trademarks acquired by us as part of our acquisitions of other companies
and are subject to an impairment analysis whenever events or changes in circumstances exist that indicate that the carrying
value of the intangible asset might not be recoverable. We will continue to monitor and evaluate the carrying value of goodwill
and intangible assets. If market and economic conditions or business performance deteriorate, the likelihood that we would
record an impairment charge would increase, which impairment charge could materially and adversely affect our financial
condition and operating results.
Legal, Tax, Regulatory and Compliance Risks
If significant tariffs or other trade restrictions on our products or components that are imported from or exported to China
continue or are increased, our business, financial condition and operating results may be materially harmed.
Trade tensions between the United States and China have increased substantially in recent years, resulting in significant
tariff increases, additional sanctions against specified entities, and the broadening of restrictions and license requirements for
specified uses of those of our products that are subject to these restrictions, including restrictions surrounding specific product
groups, applications and/or end uses. U.S. Government concerns relate to, among other things, national security concerns and
the concept of ‘military/civil fusion’ in China - a national strategy wherein military technologies are developed or produced
alongside commercial, non-military items, often by private or quasi-government companies. In addition to targeted
comprehensive sanctions against specific firms, in recent years, “Entity List” designations and “military end-user” controls
have been significantly modified, as were some rules relating to items produced outside the United States that incorporate more
than de minimis levels of U.S. controlled content or derived from (i.e., the “direct product” of) U.S. origin technologies. These
regulations have resulted in additional export license requirements on shipments of our products, parts and supplies, loss of
business and increased administrative burdens. While we have adjusted our practices to ensure continued compliance with
these regulations, and we will seek to mitigate their impact, there can be no assurances that current or future regulations and
tariffs will not have a material adverse effect on our business.
Since the beginning of 2019, the pace at which regulatory changes have been implemented has been extraordinarily high,
which increases the resources needed to monitor and comply with the regulation, while heightening the risk of non-compliance.
Between May 2019 and August 2020, the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) added
China-based Huawei Technologies Co., Ltd. (“Huawei”) and a total of 152 of its affiliates onto its Entity List, thereby
requiring an export license for the sale of U.S. items to Huawei. In May 2020, BIS also modified the Foreign Direct Product
rule to further restrict Huawei’s ability to directly or indirectly source U.S. origin items, and then modified the existing
“military end-use” rule, expanding the scope of products and technologies that would require licenses for military end-uses,
primarily in China. BIS further named 103 specific companies as “military end users” (mostly in China). In December 2020,
Hong Kong lost its favorable trade status and BIS added Semiconductor Manufacturing International Corporation (“SMIC”)
and ten of its affiliates, along with 66 other companies to the Entity List. BIS continues to add Chinese-based companies onto
its Entity List. Accordingly, we have implemented additional monitoring processes and suspended orders from Huawei, SMIC
and certain other designated Chinese-based customers where subject to U.S. jurisdiction. We have also been negatively
impacted by the cancellation of orders from customers who are suppliers to these firms.
In addition, China has adopted, and announced its intention to further adopt, new regulations, which could have an
adverse effect on our operations. For example, in response to the imposition of U.S. tariffs in 2018 and 2019, China imposed its
own retaliatory tariffs. In May 2019, China’s Ministry of Commerce announced an “unreliable entity list” under which non-
Chinese entities that cut off suppliers to Chinese companies may be subject to government action. In September 2020, it
disclosed potential enforcement mechanisms in the form of an “Unreliable Entity List.” This regulation has yet to be
implemented, and its effects are unknown at this time.
The ongoing geopolitical and economic uncertainty between the United States and China caused by recent tariffs, Entity
List and “military end user” designations, and foreign-made product rules, and the unknown impact of current and future
Chinese trade regulations, may continue to cause increased costs, as well as restrictions on our ability to sell, or a decreased
demand from customers to purchase, our products, directly and indirectly, which could materially harm our business, financial
condition and operating results. This trade uncertainty has caused, and may continue to cause, customers to delay or cancel
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orders, as they limit expenditures that could be affected by future actions and evaluate ways to mitigate their own tariff and
cost exposure by sourcing from locally-based suppliers or suppliers based in other countries. Such delays and cancellations
could have a material impact on our business, financial condition and operating results. It is possible that additional restrictions
on trade will be imposed, and that existing tariffs will be increased on imports of our products or the components used in our
products and/or that our business will be impacted by additional retaliatory tariffs or restrictions imposed and/or increased by
China or other countries in response to existing or future tariffs, causing us to potentially lose additional sales and customers,
incur increased costs and lower margins, seek alternative suppliers, raise prices or make changes to our operations, any of
which could materially harm our business, financial condition and operating results.
We are subject to international trade compliance regulations, and violations of those regulations could result in fines or
trade restrictions, which could have a material adverse effect on us.
We are subject to trade compliance laws in both the United States and other jurisdictions where we operate. For example,
exports of our products and technology developed or manufactured in the United States are subject to export controls imposed
by the U.S. Government and administered by the U.S. Departments of Commerce and, to a lesser extent, State and Treasury.
Export regulations govern exports of our products and technology developed or manufactured in other countries, including, for
example, Austria, China, France, Germany, Israel, Romania and Singapore. In certain instances, these regulations may require
obtaining licenses from the administering agency prior to exporting products or technology to international locations or foreign
nationals, including foreign nationals employed by us in the United States and abroad. For products and technology subject to
the U.S. Export Administration Regulations administered by BIS, the requirement for a license is dependent on the type and
end use of the product and technology, the final destination and the identity and nationality of the end user. Virtually all
exports from the United States of defense articles subject to the International Traffic in Arms Regulations, administered by the
Department of State’s Directorate of Defense Trade Controls, require a license. The Israeli Ministry of Economy and the
Defense Export Control Agency of the Israeli Ministry of Defense administer similar export regulations and license
requirements, which apply to many of our products and technology developed or manufactured in Israel. In addition, the
Romanian Ministry of Foreign Affairs and the Department for Export Controls administer similar export regulations and
license requirements, which apply to many of our products and technology developed or manufactured in Romania. Obtaining
export licenses can be difficult and time-consuming, and we may not be successful in obtaining them. Failure to obtain export
licenses to enable product and technology exports could reduce our net revenues, harm our relationships with our customers
and could adversely affect our business, financial condition and operating results. Compliance with export regulations may also
subject us to additional fees and costs. The absence of comparable export restrictions on competitors, whether due to technical
specifications or the competitor’s geography, may adversely affect our competitive position. In addition, if we or our
international representatives or distributors fail to comply with any of these export regulations, we or they could be subject to
civil and criminal and monetary and non-monetary penalties and costly consent decrees, and we could experience disruptions
to our business, restrictions on our ability to export products and technology, damage to our reputation and significant harm to
our business and operating results. While we have implemented policies and procedures to comply with these laws, we cannot
be certain that our employees, contractors, suppliers or agents will not violate such laws or our policies.
Changes in tax rates or tax regulation or the termination of tax incentives could affect our operating results.
As a global company, we are subject to taxation in the United States and various other countries. Significant judgment is
required to determine and estimate worldwide tax liabilities. Our future annual and quarterly effective tax rates could be
affected by numerous factors, including changes in the applicable tax laws; composition of pre-tax income in countries with
differing tax rates; our determinations of tax liabilities; and/or valuation of our deferred tax assets and liabilities.
The enactment of the Tax Cuts and Jobs Act (the “TCJA”) in December 2017 significantly affected U.S. tax law by
changing how the United States imposes tax on multinational corporations. The U.S. Department of Treasury has broad
authority under the TCJA to issue regulations and interpretive guidance. Some of the proposed and final regulations that have
been issued regarding the TCJA have been challenged in court. We have applied available guidance to estimate our tax
obligations, but new guidance issued by the U.S. Treasury Department may cause us to adjust our tax estimates in future
periods. The ultimate impact of the TCJA on our U.S. tax liabilities is based upon our understanding and interpretation of the
regulatory guidance that has been issued regarding the TCJA. A new administration took office in January 2021. As a result of
the new administration and the change in control of the U.S. Senate in 2021, additional tax legislation may be enacted, which
could reverse provisions of the TCJA or make other changes impacting our tax liabilities.
On October 4, 2021, 136 members of the Organization for Economic Co-operation and Development (“OECD”) agreed
to a global minimum tax rate of 15%. On December 20, 2021, OECD published its model rules on the agreed minimum tax
known as the Global Anti-Base Erosion (“GloBE”) rules. The GloBE rules provide a framework for a coordinated multi-
country system of taxation intended to ensure large multinational enterprise groups pay a minimum level of tax on the income
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arising in each of the jurisdictions where they operate. Individual country legislation is expected in 2022 and the expected
effective date of such legislation is in 2023.
Additionally, on November 19, 2021, the U.S. House of Representatives approved the Build Back Better Act (the
“BBBA”). The BBBA contains proposed corporate and international tax reforms, including a 15% minimum tax on the
adjusted financial statement income of certain large corporations, a 1% interest excise tax on certain publicly traded
corporations that buy back stock from their shareholders and additional limitations on the deduction for business interest,
among other tax provisions. This version of the bill has not been approved by the U.S. Senate. In the event that the GloBE rules
are implemented and/or the BBBA or similar legislation is enacted, we could be subject to an increase in our effective tax rate,
which would adversely impact our financial results.
We are subject to regular examination by the U.S. Internal Revenue Service and state, local and foreign tax authorities.
We regularly assess the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the
adequacy of our provision for income taxes. Although we believe our tax estimates are reasonable, we can make no assurances
that any final determination of tax liability will not be materially different from the treatment reflected in our historical income
tax provisions and accruals, which could materially and adversely affect our financial condition and operating results.
In certain foreign jurisdictions, we qualify for tax incentives and tax holidays based on our ability to meet, on a
continuing basis, various tests relating to our employment levels, research and development expenditures and other
qualification requirements in a particular foreign jurisdiction. While we intend to operate in such a manner to maintain and
maximize our tax incentives, we can make no assurances that we have so qualified or that we will so qualify for any particular
year or jurisdiction. If we fail to qualify or remain qualified for certain foreign tax incentives and tax holidays, the tax
incentives we previously received may be terminated and/or retroactively revoked, requiring repayment of past tax benefits,
and we would be subject to an increase in our effective tax rate, which would adversely impact our financial results.
We are subject to environmental regulations. If we fail to comply with these regulations, our business could be harmed.
Our operations are subject to various federal, state, local and international laws and regulations relating to environmental
protection, including those governing discharges of pollutants into the air and water, the management and disposal of
hazardous substances and waste and the cleanup of contaminated sites. In the United States, we are subject to the federal
regulation and control of the Environmental Protection Agency (“EPA”), and we are subject to regulations and controls of
comparable authorities in other countries. Some of our operations require environmental permits and controls to prevent and
reduce air and water pollution, and these permits are subject to modification, renewal and revocation by issuing authorities.
Future developments, administrative actions or liabilities relating to environmental matters could have a material adverse effect
on our business, financial condition or operating results.
Although we believe that our safety procedures for using, handling, storing and disposing of such materials comply with
the standards required by applicable federal, state, local and international laws and regulations, we cannot completely eliminate
the risk of accidental contamination or injury from these materials. We have been, and may in the future be, subject to claims
by employees or third parties alleging contamination or injury, and could be liable for damages, which liability could exceed
the amount of our liability insurance coverage (if any) and the resources of our business.
Certain portions of the soil at the former facility of our Spectra-Physics lasers business, located in Mountain View,
California, and certain portions of the aquifer surrounding the facility, through which contaminated groundwater flows, are part
of an EPA-designated Superfund site and are subject to a cleanup and abatement order from the California Regional Water
Quality Control Board. Spectra-Physics, which we acquired as part of the Newport acquisition in April 2016 and which had
been acquired by Newport in 2004, along with other entities with facilities located near the Mountain View, California facility,
were identified as responsible parties with respect to this Superfund site, due to releases of hazardous substances during the
1960s, 1970s and 1980s. Spectra-Physics and the other responsible parties entered into cost-sharing agreements covering the
costs of remediating the off-site groundwater impact. The site is mature, and investigations, monitoring and remediation efforts
by the responsible parties have been ongoing for approximately 30 years.
We have certain ongoing costs related to investigation, monitoring and remediation of the site that have not been material
to us as a whole in the recent past. However, while we benefitted from the indemnification of certain costs by a third party in
the past, that indemnification is now in a transition period, and we will become subject to a greater portion of costs of
remediation going forward. Our ultimate costs of remediation and other potential liabilities are difficult to predict. In the event
that the EPA and the California Regional Water Quality Control Board determine that the site cleanup requires additional
measures to ensure that it meets current standards for environmental contamination, or if they enhance any of the applicable
required standards, we will likely become subject to additional remediation obligations in the future. In addition to our
investigation, monitoring and remediation obligations, we may be liable for property damage or personal injury claims relating
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to this site. While we are not aware of any material claims at this time, such claims could be made against us in the future. If
significant costs or other liability relating to this site arise in the future, our business, financial condition and operating results
would be adversely affected.
The environmental regulations that we are subject to include a variety of federal, state, local and international regulations
that restrict the use and disposal of materials used in the manufacture of our products or require design changes or recycling of
our products. If we fail to comply with any present or future regulations, we could be subject to future liabilities, the
suspension of manufacturing or a prohibition on the sale of products we manufacture. In addition, these regulations could
restrict our ability to equip our facilities or could require us to acquire costly equipment, or to incur other significant expenses
to comply with environmental regulations, including expenses associated with the recall of any non-compliant product and the
management of historical waste. For example, the European Union (“EU”) has enacted the Restriction on the Use of Certain
Hazardous Substances in Electrical and Electronic Equipment Directive, which regulates the use of certain hazardous
substances in certain products, and the Waste Electrical and Electronic Equipment Directive, which requires the collection,
reuse and recycling of waste from certain products. Compliance with such laws requires significant resources. These
regulations may require us to redesign our products or source alternative components to ensure compliance with applicable
requirements, for example by mandating the use of different types of materials in certain components. Any such redesign or
alternative sourcing may increase the cost of our products, adversely impact the performance of our products, add greater
testing lead-times for product introductions, or in some cases limit the markets for certain products. Further, such
environmental laws are frequently amended, which increases the cost and complexity of compliance. For example, such
amendments have in the past, and may in the future, result in certain of our products falling in the scope of a directive, even if
they were initially exempt. In addition, certain of our customers, particularly OEM customers whose end products may be
subject to these directives, may require that the products we supply to them comply with these directives, even if not mandated
by law. Because certain directives, for example, those issued from the EU, are implemented in individual member states,
compliance is particularly challenging. Our failure to comply with any of such regulatory requirements or contractual
obligations could result in our being directly or indirectly liable for costs, fines or penalties and third-party claims, and could
jeopardize our ability to conduct business in certain countries.
We are exposed to various risks related to legal proceedings, including product liability claims, intellectual property
infringement claims, contractual claims and securities class action litigation, which if successful, could have a material
adverse effect on our commercial relationships, business, financial condition and operating results.
From time to time, we may be involved in legal proceedings, enforcement actions or claims regarding product
performance, product warranty, product certification, product liability, patent infringement, misappropriation of trade secrets,
other intellectual property rights, antitrust, environmental regulations, securities, contracts, unfair competition, employment,
workplace safety, and other matters. We can provide no assurance of the outcome of these legal proceedings, enforcement
actions or claims or that the insurance we maintain will be adequate to cover them.
For example, some of our products, such as certain ultrafast lasers, are used in medical and scientific research
applications where malfunctions could result in serious injury. In addition, certain of our products may be hazardous if not
operated properly or if defective. We are exposed to significant risks for product liability claims in the event of a significant
line down situation or if death, personal injury or property damage results from the use of our products. We may experience
material product liability losses in the future. We currently maintain insurance for certain product liability claims. However,
our insurance coverage may not continue to be available on acceptable terms, if at all. This insurance coverage also may not
adequately cover liabilities that we incur. Further, if our products are defective, we may be required to recall or redesign these
products. A successful claim against us that exceeds our insurance coverage level or that is not covered by insurance, or any
product recall, could have a material adverse effect on our commercial relationships, business, financial condition and
operating results.
In addition, securities class action lawsuits and derivative lawsuits are often brought against companies who have entered
into business combinations and acquisitions. We are currently involved in securities class action litigation in connection with
the acquisition of Newport and previously were involved in a securities class action litigation in connection with the acquisition
of ESI. In each case, the plaintiffs alleged, among other things, that the then-current directors of the acquired company
breached their fiduciary duties to their respective shareholders by agreeing to sell the company through an inadequate and
unfair process, leading to inadequate and unfair consideration, by agreeing to unfair deal protection devices, and by omitting
material information from the proxy statement. We, or the companies we acquire, may be subject to additional securities class
action litigation in connection with future business combinations and acquisitions.
Regardless of the outcome, securities class action litigation such as this can be time-consuming, result in significant
expense to us and divert attention and resources of our management and other key employees. Costs and expenses, or an
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unfavorable outcome in such cases, could exceed applicable insurance coverage, if any. Any such unfavorable outcome could
have a material adverse effect on our business, financial condition, operating results and cash flows.
With respect to our intellectual property, we have from time to time received claims from third parties alleging that we
are infringing certain trademarks, patents or other intellectual property rights held by them. Such infringement claims have in
the past and may in the future result in litigation or enforcement action. Any such action could be protracted and costly, and we
could become subject to damages for infringement, or to an injunction preventing us from making, selling or using certain of
our products or services, or using certain of our trademarks. Such claims could also result in the necessity of obtaining a license
or paying damages relating to one or more of our products, services or current or future technologies, which may not be
available on commercially reasonable terms or at all. Any intellectual property action and the failure to obtain necessary
licenses or other rights or develop substitute technology may divert management’s attention from other matters and could have
a material adverse effect on our business, financial condition and operating results. In addition, the terms of some of our
customer contracts require us to indemnify the customer for any claim of infringement brought by a third party based on our
products. Claims of this kind may have a material adverse effect on our business, financial condition or operating results.
Although our standard commercial documentation sets forth the terms and conditions that we intend to apply to
commercial transactions with our business partners, counterparties to these transactions may not explicitly agree to our terms
and conditions. In situations where we engage in business with a third party without an explicit written agreement regarding the
applicable terms and conditions, or where the commercial documentation applicable to the transaction is subject to
interpretation, we may have disputes with those third parties regarding the applicable terms and conditions of our transaction
with them. These disputes could result in deterioration of commercial relationships, costly and time-consuming litigation or
additional concessions or obligations being offered by us to resolve these disputes, or could impact our net revenue or cost
recognition. Any of these outcomes could materially and adversely affect our business, financial condition and operating
results.
In addition, from time to time in the normal course of business we indemnify parties with whom we enter into
contractual relationships, including customers, suppliers, consultants and lessors, with respect to certain matters. We have
agreed, under certain conditions, to hold these parties harmless against specified losses, such as those arising from a breach of
representations or covenants, negligence or willful misconduct, and other third-party claims that our products and/or
technologies infringe intellectual property rights. We may be compelled to enter into or accrue for probable settlements of
alleged indemnification obligations, or we may be subject to potential liability arising from our customers’ involvement in
legal disputes. In addition, notwithstanding the provisions related to limitations on our liability that we seek to include in our
business agreements, the counterparties to such agreements may dispute our interpretation or application of such provisions,
and a court of law may not interpret or apply such provisions in our favor, any of which could result in an obligation for us to
pay significant additional damages and engage in costly legal proceedings. It is difficult to determine the maximum potential
amount of liability under any indemnification obligations, whether or not asserted, due to the unique facts and circumstances
likely to be involved in any particular claim. Our business, financial condition and operating results in a reported fiscal period
could be materially and adversely affected if we expend significant amounts in defending or settling any asserted claims,
regardless of their merit or outcomes.
Legal proceedings, enforcement actions and claims, whether with or without merit, and associated internal investigations,
may be time-consuming and expensive to prosecute, defend or conduct; divert management’s attention and other resources;
inhibit our ability to sell our products or services; result in adverse judgments for damages, injunctive relief, penalties and
fines; and negatively affect our business. We can make no assurances regarding the outcome of current or future legal
proceedings, enforcement actions, claims or investigations or that the insurance we maintain will be adequate to cover them.
Risks Related to Cybersecurity, Data Privacy and Intellectual Property Protection
We are exposed to risks related to cybersecurity threats and incidents and subject to restrictions of and changes in laws and
regulations governing data privacy and data protection that could have a material adverse effect on our business.
We rely on various information technology networks and systems, some of which are managed by third parties, to
process, transmit and store electronic information and to carry out and support a variety of business activities, including finance
and accounting, order management, human resources, communications, manufacturing, research and development, intellectual
property, supply chain management, sales and IT, including critical functions such as internet connectivity, network
communications, and email. Some of these activities are processed via Software-as-a-Service (“SaaS”) products provided by
third parties and hosted on their own networks and servers, or third-party networks and servers. The data on such various
information technology networks and systems includes confidential information, personally identifiable information,
transactional information and intellectual property belonging to us and our employees, customers, suppliers and other business
partners.
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Like other companies, we are subject to ongoing cybersecurity threats, including hacking, phishing, malware,
ransomware, denial of service attacks, and other attacks. These threats may be related to employee error or misuse to
sophisticated and targeted attempts by bad actors to gain unauthorized access to information systems. We and our third-party
vendors have experienced, and expect to continue to be subject to, cybersecurity threats and incidents, including industry-wide
vulnerabilities, such as Log4j, which was reported in December 2021. We cannot guarantee that these and other attacks will not
have an impact in the future.
Despite the implementation of a variety of security controls and measures, as well as those of our third-party vendors,
there is no assurance that such actions will be sufficient to prevent a cybersecurity incident due to attacks by hackers, employee
error or malfeasance, computer viruses, malware and ransomware, telecommunication failures, systems failures, natural
disasters, or other catastrophic events. We also face the challenge of supporting our older systems and implementing necessary
upgrades. Further, as we transition to using more cloud-based solutions that are dependent on the internet or other networks to
operate, we may become a greater target for cyber threats. As cyber threats continue to rapidly evolve and become
increasingly more difficult to detect and defend against, our current security controls and measures may not be effective in
preventing cybersecurity incidents and we may not have the capabilities to detect certain vulnerabilities. These risks may be
further amplified by the increased reliance on remote access to IT systems as a result of use of SaaS software and cloud
services as well as employees working remotely in response to the COVID-19 pandemic. Additionally, our merger, acquisition
and divestiture activity may also require transitions to or from, and the integration of, various information management
systems. Those systems that we acquire or that are used by acquired entities or businesses may also pose security risks of
which we are unaware or unable to mitigate, particularly during the transition of these systems.
While we continue to assess and address the implications of existing and new domestic and foreign regulations relating
to data privacy, the evolving regulatory landscape presents a number of legal and operational challenges, and our efforts to
comply with these regulations may be unsuccessful. For example, regulations in the EU and China have established a
prohibition on the transfer of personally identifiable information from their respective countries to other countries whose laws
do not protect personal data to an adequate level of privacy or security. While we have utilized certain permitted approaches for
transferring personally identifiable information from these countries to the United States, these approaches may be reviewed
and invalidated by courts or regulatory bodies and we may be required to ascertain an alternative legal basis for such transfers.
A failure to comply with the ever-changing regulatory landscape, or a breach of our operational or security systems or
infrastructure, or those of our customers, suppliers and other business partners, could disrupt our business; result in the
disclosure, misuse, corruption or loss of confidential information, including intellectual property, personally identifiable
information and other critical data of ours and our employees, customers, suppliers and other business partners; result in
competitive disadvantages to the extent the information is competitively sensitive; damage our reputation; affect our
relationships with our, employees, customers, suppliers and other business partners, including loss of confidence which could
lead to loss of or reduction in orders; decrease the value of our investment in research, development and engineering; adversely
affect our business operations including disruption of manufacturing processes; cause losses; result in liability under contracts;
result in litigation; result in investigations; require notifications to regulatory authorities and impacted individuals; result in
significant penalties and/or fines from regulatory bodies, including privacy laws and export control laws; add to the complexity
of our compliance obligations; and increase our cybersecurity protection and remediation costs.
The costs of compliance with, and other burdens imposed by, privacy, cybersecurity, data protection and data
localization laws, regulations and policies, including restrictions on marketing activities, could have a material adverse effect
on our business, financial condition and operating results. Further, customers and third-party providers increasingly demand
rigorous contractual provisions regarding privacy, cybersecurity, data protection, confidentiality, and intellectual property,
which may also increase our overall compliance burden.
Although we maintain insurance related to cybersecurity risks, all of these costs, expenses, liability and other matters
may not be covered adequately by insurance and may result in an increase in our costs for insurance or insurance not being
available to us on economically feasible terms, or at all. Insurers may also deny us coverage as to any future claim. Any of
these results could harm our financial condition, business and reputation.
Our proprietary technology is important to the continued success of our business. Our failure to protect this proprietary
technology may significantly impair our competitive position.
Our success and ability to compete depend in large part upon protecting our proprietary technology. We rely on a
combination of patent, trademark and trade secret protection and other agreements, such as nondisclosure agreements and other
contractual agreements with our employees and third parties, to protect our proprietary rights. The steps we have taken may not
be sufficient to prevent the misappropriation of our intellectual property, particularly in countries outside the United States,
where the laws may not protect our proprietary rights as fully as in the United States. For example, the patent prosecution and
30
enforcement systems within China, where we have a significant customer base and manufacturing presence, and where we
have recently transferred several important laser product lines, are less robust than these systems in other jurisdictions and as a
result, we may be limited in our ability to enforce our intellectual property rights there. We would also likely be at a
disadvantage in any enforcement proceeding in China as a foreign entity seeking protection against a Chinese company. Patent
and trademark laws and trade secret protection may not be adequate to deter third party infringement or misappropriation of
our patents, trademarks, trade secrets and similar proprietary rights. In addition, patents issued to us may be challenged,
invalidated or circumvented. The loss or expiration of any of our key patents could lead to a significant loss of sales of certain
of our products and could materially affect our future operating results. We have in the past and may in the future be subject to
or may initiate interference proceedings or validity challenges in the U.S. Patent and Trademark Office, or similar international
agencies, which can demand significant financial and management resources. The process of seeking patent protection can be
time consuming and expensive and patents may not be issued from currently pending or future applications. Moreover, our
existing patents or any new patents that may be issued may not be sufficient in scope or strength to provide meaningful
protection or any commercial advantage to us. We may initiate claims, enforcement actions or litigation against third parties for
infringement of our proprietary rights in order to determine the scope and validity of our proprietary rights or the proprietary
rights of our competitors, which claims could result in costly litigation, the diversion of our technical and management
personnel and the assertion of counterclaims by defendants, including counterclaims asserting invalidity of our patents. We will
take such actions where we believe that they are of sufficient strategic or economic importance to us to justify the cost.
Risks Related to Owning Our Common Stock
Our quarterly operating results have fluctuated, and are likely to continue to vary significantly, which may result in
volatility in the market price of our common stock.
A substantial portion of our shipments occurs shortly after an order is received, and therefore we generally operate with a
relatively low level of backlog. As a result, a decrease in demand for our products from one or more customers could occur
with limited advance notice and could have a significant adverse effect on our operating results in any particular period.
Further, we often recognize a significant portion of the revenue of certain of our business lines in the last month of each fiscal
quarter, due in part to the tendency of some customers to wait until late in a quarter to commit to purchase our products as a
result of capital expenditure approvals and budgeting constraints occurring at the end of a quarter, or the hope of obtaining
more favorable pricing from a competitor. Thus, variations in timing of sales can cause significant fluctuations in our quarterly
sales, gross margin and profitability. In addition, orders expected to ship in one period could shift to another period due to
changes in the timing of our customers’ purchase decisions, requests for rescheduled delivery dates, material shortages,
manufacturing capacity constraints or logistics delays. Our orders are generally subject to rescheduling without penalty or
cancellation without penalty other than reimbursement for certain labor and material costs. Our operating results for a
particular period may be adversely affected if our customers, particularly our largest customers, cancel or reschedule orders, or
if we cannot fill orders in time due to material shortages, capacity constraints or unexpected delays in manufacturing, testing,
shipping, delivery or product acceptance. Also, we base our manufacturing plans on our forecasted product mix. If the actual
product mix varies significantly from our forecast, we may not be able to fill some orders, which would result in delays in the
shipment of our products and could shift sales to a subsequent period. Moreover, a significant percentage of our expenses are
fixed and based in part on expectations of net revenues. Our inability to adjust spending quickly enough to compensate for any
shortfall would magnify the adverse impact of a shortfall in net revenues on our operating results.
Customers of our high-value, more complex products often require substantial time to qualify our products and make
purchase decisions. In addition, some of our sales to defense and security customers are under major defense programs that
involve lengthy competitive bidding and qualification processes. These customers often perform, or require us to perform,
extensive configuration, testing and evaluation of our products before committing to purchasing them, which can require a
significant upfront investment in time and resources. The sales cycle for these products from initial contact through shipment
varies significantly, is difficult to predict and can last more than a year. If we fail to anticipate the likelihood of, or the costs or
timing associated with, sales of these products, or the cancellation or rescheduling of orders for these products, our business
and operating results would be harmed.
Our worldwide sales to customers in the research and defense markets rely to a large extent on government funding for
research and defense-related programs. Any decline in government funding as a result of reduced budgets in connection with
fiscal austerity measures, revised budget priorities or other causes would likely result in reduced sales of our products that are
purchased either directly or indirectly with government funding, which would have an adverse impact on our operating results.
Concerns regarding the global availability of credit may also make it more difficult for our customers to raise capital, whether
debt or equity, to finance their projects and purchases of capital equipment, which would adversely affect sales of our products
and therefore harm our business and operating results.
31
Other factors that could cause fluctuations in our financial results include:
•
•
•
•
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•
•
•
•
•
•
•
•
•
•
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•
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•
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A worldwide economic slowdown or disruption in the global financial markets;
Fluctuations in our customers’ capital spending, industry cyclicality (particularly in the semiconductor and
electronics manufacturing industries), market seasonality (particularly in the research, defense and electronics
manufacturing industries), levels of government funding available to our customers (particularly in the life and
health sciences, and research and defense markets) and other economic conditions within the markets we serve;
The timing of the receipt of orders within a given period;
Demand for our products and the products sold by our customers;
Disruption in sources of supply;
Production capacity constraints;
Regulatory and trade restrictions in the countries we manufacture and sell our products;
Specific features requested by customers;
Natural disasters or other events beyond our control (such as earthquakes, floods or storms, regional economic
downturns, pandemics, social unrest, political instability, terrorism, or acts of war);
The timing of product shipments and revenue recognition within a given quarter;
Changes in our pricing practices or in the pricing practices of our competitors or suppliers;
Our and our competitors’ timing in introducing new products;
Engineering and development investments relating to new product introductions, and significant changes to our
manufacturing and outsourcing operations;
Market acceptance of any new or enhanced versions of our products;
The timing and level of inventory obsolescence, scrap and warranty expenses;
The availability, quality and cost of components and raw materials we use to manufacture our products;
Changes in our effective tax rates;
Changes in our capital structure, including cash, marketable securities and debt balances, and changes in interest
rates;
Changes in bad debt expense based on the collectability of our accounts receivable;
The timing, type and size of acquisitions and divestitures, and related expenses and charges;
Fluctuations in currency exchange rates;
Our expense levels;
Impairment of goodwill and amortization of intangible assets; and
Fees, expenses and settlement costs or judgments against us relating to litigation or regulatory compliance.
As a result of these factors, among others, we may experience quarterly or annual fluctuations in our operating results,
and our operating results for any period may fall below our expectations or the expectations of public market analysts or
investors. In any such event, the price of our common stock could fluctuate or decline significantly. Consequently, we believe
that quarter-to-quarter and year-to-year comparisons of our operating results, or any other similar period-to-period
comparisons, may not be reliable indicators of our future performance.
The market price of our common stock has fluctuated and may continue to fluctuate for reasons over which we have no
control.
The stock market has from time to time experienced, and is likely to continue to experience, extreme price and volume
fluctuations. Prices of securities of technology companies have been especially volatile and have often fluctuated for reasons
that are unrelated to the operating performance of the companies. Historically, the market price of shares of our common stock
has fluctuated greatly and could continue to fluctuate due to a variety of factors. In the past, companies that have experienced
volatility in the market price of their stock have been the objects of securities class action litigation. If we become the subject
of securities class action litigation, it could result in substantial costs and a diversion of our management’s attention and
resources.
We may not pay dividends on our common stock.
Holders of our common stock are only entitled to receive dividends when and if they are declared by our Board of
Directors. Our credit facilities restrict our ability to pay dividends on our capital stock under certain circumstances. Although
we have declared cash dividends on our common stock since 2011, and occasionally increased the dividends from prior
32
quarters, we are not required to do so, and we may reduce or eliminate our cash dividend in the future. This could adversely
affect the market price of our common stock.
Some provisions of our restated articles of organization, as amended, our amended and restated by-laws and Massachusetts
law could discourage potential acquisition proposals and could delay or prevent a change in control.
Anti-takeover provisions could diminish opportunities for stockholders to participate in tender offers, including tender
offers at a price above the then-current market price of our common stock. Such provisions may also inhibit increases in the
market price of our common stock that could result from takeover attempts. For example, while we have no present plans to
issue any preferred stock, our Board of Directors, without further stockholder approval, may issue preferred stock that could
have the effect of delaying, deterring or preventing a change in control of us. The issuance of preferred stock could adversely
affect the voting power of the holders of our common stock, including the loss of voting control to others. In addition, our
amended and restated by-laws provide for a classified Board of Directors consisting of three classes. Our classified board could
also have the effect of delaying or deterring a change in control of our Company.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Properties
The following table provides information concerning MKS’ principal and certain other owned and leased facilities as of
December 31, 2021:
Country
City
China
France
Israel
Mexico
Singapore
Shenzhen
Wuxi
Beaune-la-
Rolande
Jerusalem
Nogales
Singapore
Sq. Ft.
302,000
65,000
93,000
118,000
248,000
50,000
United States
Andover, MA
158,000
Beaverton, OR
113,000
Broomfield, CO
107,000
Irvine, CA
233,000
Milpitas, CA
103,000
Rochester, NY
156,000
Wilmington, MA
118,000
Activity
Manufacturing and Service
Manufacturing, Sales, Customer
Support, Service and Warehouse
Manufacturing, Research and
Development
Manufacturing, Sales and Research
and Development
Manufacturing and Service
Manufacturing and Sales
Corporate Headquarters,
Manufacturing and Research and
Development
Manufacturing, Office and
Warehouse
Manufacturing, Research and
Development
Manufacturing, Research and
Development
Manufacturing, Sales, Customer
Support, Service and Research and
Development
Manufacturing, Sales, Customer
Support, Service and Research and
Development
Manufacturing, Customer Support,
Service and Research and
Development
Reportable Segment
V&A and L&M
L&M
L&M
L&M
Owned/Leased
Leased
Leased
Owned
Owned and Leased
V&A and L&M
E&S
Leased
Leased
V&A
E&S
V&A
L&M
L&M
V&A
V&A
Owned and Leased
Leased
Leased
Leased
Leased
Owned
Owned
33
In addition to the significant facilities listed above, MKS also provides manufacturing, worldwide sales and marketing,
customer support and services from various other leased and owned facilities throughout the world. See “Business–Sales and
Marketing” and “Business–Reportable Segments, and Product and Service Offerings” in Part I, Item 1 of this Annual Report on
Form 10-K. We believe that our current facilities are suitable and adequate to meet our needs.
Item 3.
Legal Proceedings
For a description of our material pending legal proceedings, see Note 23 to the Notes to the Consolidated Financial
Statements contained in Part II, Item 8 of this Annual Report on Form 10-K.
Item 4.
Mine Safety Disclosures
Not applicable.
34
PART II
Item 5.
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Common Stock
Our common stock is traded on the Nasdaq Global Select Market under the symbol MKSI.
On February 17, 2022, we had 75 stockholders of record.
Dividend Policy and Cash Dividends
Holders of our common stock are entitled to receive dividends when and if they are declared by our Board of Directors.
During 2021, our Board of Directors declared a cash dividend of $0.20 per share during the first quarter and $0.22 per share
during each of the second, third and fourth quarters, which totaled $48 million or $0.86 per share. During 2020, our Board of
Directors declared a cash dividend of $0.20 per share during each quarter, which totaled $44 million or $0.80 per share.
On February 7, 2022, our Board of Directors declared a quarterly cash dividend of $0.22 per share to be paid on March
11, 2022 to shareholders of record as of February 28, 2022.
Future dividend declarations, if any, as well as the record and payment dates for such dividends, are subject to the final
determination of our Board of Directors. The Board of Directors intends to declare and pay cash dividends on our common
stock based on our financial conditions and results of operations of the Company, although it has no obligation to do so. Our
credit facilities contain covenants that restrict our ability to grant cash dividends in certain circumstances.
Share Repurchase Program
On July 25, 2011, our Board of Directors approved, and on July 27, 2011, we publicly announced a share repurchase
program for the repurchase of up to an aggregate of $200 million of our outstanding common stock from time to time in open
market purchases, privately negotiated transactions or through other appropriate means. The timing and quantity of any shares
repurchased depends upon a variety of factors, including business conditions, stock market conditions and business
development activities, including, but not limited to, merger and acquisition opportunities. These repurchases may be
commenced, suspended or discontinued at any time without prior notice.
During 2021 and 2020, the Company did not repurchase any shares of common stock. We have repurchased
approximately 2.6 million shares of common stock for approximately $127 million pursuant to the program since its adoption.
Comparative Stock Performance
The following graph compares the cumulative total shareholder return (assuming reinvestment of dividends) from
investing $100 on December 31, 2016, and plotted at the last trading day of each of the fiscal years ended December 31, 2017,
2018, 2019, 2020 and 2021 of MKS’ common stock; a peer group index which represents a combination of all companies
comprising the Morningstar Global Semiconductor Equipment & Materials Industry Group Index and Morningstar Global
Scientific & Technical Instruments Industry Group Index, with these indices weighted equally; and the Nasdaq Market Index.
The stock price performance on the graph below is not necessarily indicative of future price performance.
35
Performance Graph
COMPARISON OF CUMULATIVE TOTAL RETURN
MKS Instruments, Inc.
NASDAQ Market Index
Semiconductor Equipment & Materials/Scientific & Technical Instruments*
$500
$450
$400
$350
$300
$250
$200
$150
$100
$50
$0
2016
2017
2018
2019
2020
2021
ASSUMES $100 INVESTED ON DEC. 31, 2016
ASSUMES DIVIDEND REINVESTED
MKS Instruments, Inc.
Nasdaq Market Index
Morningstar Global Semiconductor Equipment &
Materials and Morningstar Global Scientific &
Technical Instruments
2016
100.00 $
100.00 $
2017
160.51 $
129.64 $
2018
110.65 $
125.96 $
2019
190.23 $
172.18 $
2020
261.97 $
249.51 $
2021
304.89
304.85
$
$
$
100.00 $
154.00 $
126.33 $
210.81 $
311.73 $
430.90
* Morningstar Global Semiconductor Equipment & Materials and Morningstar Global Scientific & Technical
Instruments indices weighted equally.
Item 6.
Reserved.
36
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, describes
principal factors affecting the results of our operations, financial condition, cash flows and liquidity, as well as our critical
accounting policies and estimates that require significant judgment and thus have the most significant potential impact on our
Consolidated Financial Statements, and is intended to better allow investors to view the Company from management’s
perspective. This section focuses on material events and uncertainties known to management that are reasonably likely to cause
reported financial information not to be necessarily indicative of our future operating results or of our future financial
condition. This section provides an analysis of our financial results for the year ended December 31, 2021 compared to the year
ended December 31, 2020. For the discussion and analysis covering the year ended December 31, 2020 compared to the year
ended December 31, 2019, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the
SEC on February 23, 2021.
Overview
We are a global provider of instruments, systems, subsystems and process control solutions that measure, monitor,
deliver, analyze, power and control critical parameters of advanced manufacturing processes to improve process performance
and productivity for our customers. Our products are derived from our core competencies in pressure measurement and control,
flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas
generation and delivery, power generation and delivery, vacuum technology, temperature sensing, lasers, photonics, optics,
precision motion control, vibration control and laser-based manufacturing systems solutions. We also provide services relating
to the maintenance and repair of our products, installation services and training. Our primary served markets include
semiconductor, industrial technologies, life and health sciences and research and defense.
Recent Events
Acquisitions
On July 15, 2021, we completed our acquisition of Photon Control Inc. (“Photon Control” and such acquisition, the
“Photon Control Acquisition”), pursuant to a definitive agreement. Photon Control designs, manufactures and distributes a
wide range of optical sensors and systems to measure temperature and position used in semiconductor wafer fabrication. At the
effective time of the Photon Control Acquisition, each share of Photon Control’s common stock issued and outstanding as of
immediately prior to the effective time of the Photon Control Acquisition was converted into the right to receive 3.60 per share
in cash, in Canadian dollars (“CAD”), without interest and subject to deduction for any required withholding tax. We paid to
the former Photon Control securityholders aggregate consideration of CAD 379 million or $303 million, excluding related
transaction fees and expenses. We funded the payment of the aggregate consideration with available cash on hand. Photon
Control is included in our Light & Motion (“L&M”) segment.
The Photon Control Acquisition has helped us deliver on one of our long-term strategic objectives, which is to broaden
our portfolio of key technologies to better serve our customers. The Photon Control Acquisition further advances our strategy
to enhance our Surround the Chamber® offering by adding optical sensors for temperature control for critical etch and
deposition applications in semiconductor wafer fabrication.
On July 1, 2021, we entered into a definitive agreement (as amended from time to time, the “Implementation
Agreement”) to acquire Atotech, a leading process chemicals technology company and a market leader in advanced
electroplating solutions. Pursuant to the Implementation Agreement, we agreed to pay $16.20 per share in cash and 0.0552 of a
share of our common stock for each outstanding common share of Atotech. At the time of the announcement of the acquisition,
the total value of the aggregate cash and stock consideration was approximately $5.1 billion. The final value of the
consideration will be determined at the time of the closing of the acquisition, which is expected to occur in the first quarter of
2022, subject to the satisfaction of certain closing conditions, including receipt of regulatory approval from China and approval
by the Royal Court of Jersey. Our obligations to complete the acquisition are not subject to any financing condition. We intend
to fund the cash portion of the transaction with a combination of available cash on hand and committed term loan debt
financing. In connection with entering into the Implementation Agreement, we entered into (a) a commitment letter (the
“Initial Commitment Letter”), dated as of July 1, 2021, with JPMorgan Chase Bank, N.A. and Barclays Bank PLC
(collectively, the “Initial Commitment Parties”) and (b) joinders to the Initial Commitment Letter to add certain additional
lender parties (the “Commitment Letter Joinders” and, together with the Initial Commitment Letter, the “Commitment Letter”)
dated as of July 23, 2021, with the Initial Commitment Parties and the additional lenders party thereto (collectively, the
“Supplemental Commitment Parties” and, together with the Initial Commitment Parties, the “Commitment Parties”), pursuant
to which, subject to the terms and conditions set forth therein, the Commitment Parties committed to provide (i) a senior
37
secured term loan credit facility in an aggregate principal amount of $5.3 billion (the “New Term Loan Facility”) and (ii) a
senior secured revolving credit facility with aggregate total commitments of $500 million (the “New Revolving Credit
Facility”). The New Term Loan Facility and New Revolving Credit Facility would refinance our existing term loan facility
(the “Term Loan Facility”) and our existing asset-based revolving credit facility (the “ABL Facility”), respectively, and the
New Term Loan Facility would be used to finance a portion of the acquisition and to refinance certain existing indebtedness of
Atotech.
On October 22, 2021, we completed the syndication of the New Term Loan Facility, comprised of two tranches: a $4.7
billion loan at LIBOR plus 2.25%, a floor of 0.50% and 0.25% of original issue discount, and a Euro tranche of 0.5 billion
Euro (“EUR”), or approximately $0.6 billion at EURIBOR plus 2.75%, a floor of 0.00% and 0.25% of original issue discount.
Subsequent to the syndication, the $4.7 billion tranche is expected to be modified to reference a term rate based on SOFR (plus
an applicable credit spread adjustment) as the benchmark rate.
The Commitment Parties’ obligations under the Commitment Letter and the closing and initial funding under the New
Term Loan Facility are subject to certain customary conditions including, without limitation, the consummation of the
acquisition of Atotech in accordance with the Implementation Agreement, the accuracy of specified representations and
warranties of us and other customary closing conditions.
Segments and Markets
The Vacuum & Analysis (“V&A”) segment provides a broad range of instruments, components and subsystems which
are derived from our core competencies in pressure measurement and control, flow measurement and control, gas and vapor
delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and
delivery, and vacuum technology.
The L&M segment provides a broad range of instruments, components and subsystems which are derived from our core
competencies in lasers, photonics, optics, temperature sensing, precision motion control and vibration control.
The Equipment & Solutions (“E&S”) segment provides a range of products including laser-based systems for PCB
manufacturing, which include flexible interconnect PCB processing systems and high-density interconnect solutions for rigid
PCB manufacturing and substrate processing and MLCC test systems.
Semiconductor Market
A significant portion of our sales is derived from products sold to semiconductor capital equipment manufacturers and
semiconductor device manufacturers. Our products are used in major semiconductor processing steps, such as depositing thin
films of material onto silicon wafer substrates, etching, cleaning, lithography, metrology and inspection. The semiconductor
industry continually faces new challenges as products become smaller, more powerful and highly mobile. Ultra-thin layers,
smaller critical dimensions, new materials, 3D structures, and the ongoing need for higher yield and productivity drive the need
for tighter process measurement and control, all of which MKS supports. We believe we are the broadest critical subsystem
provider in the wafer fabrication equipment (“WFE”) ecosystem and address over 85% of the market.
Approximately 62% and 59% of our net revenues for 2021 and 2020, respectively, were from sales to semiconductor
capital equipment manufacturers and semiconductor device manufacturers. We estimate global spending on WFE was
approximately $80 billion in 2021 compared to approximately $56 billion in 2020, driven by increases in memory and logic
and reflective of strong secular demand trends increasing semiconductor demand, such as robust data growth, 5G, Internet-Of-
Things, artificial intelligence, and autonomous vehicles. We anticipate that the semiconductor market will continue to account
for a substantial portion of our sales.
Net revenues in our semiconductor market increased by $439 million, or 32%, in 2021, compared to 2020, due to
increases in net revenues in V&A and L&M, offset by decreases in net revenues in E&S. V&A net revenues in our
semiconductor market increased $393 million due to broad-based increases in demand for V&A products. L&M net revenues
in our semiconductor market increased $73 million, driven by demand for our photonics solutions in lithography, metrology
and inspection, as well as contributions from our acquisition of Photon Control. These increases were offset by a decrease of
$27 million in net revenues in E&S, resulting from the discontinuation of certain non-core products.
38
The semiconductor capital equipment industry is subject to rapid demand shifts, which are difficult to predict, and we
cannot be certain as to the timing or extent of future demand or any future weakness in the semiconductor capital equipment
industry.
In 2021, we experienced supply chain disruptions, component shortages and significant price increases for certain
components in our semiconductor market due to global capacity constraints compounded by increasing global demand as well
as the ongoing COVID-19 pandemic. We expect these disruptions and shortages to continue in the near-term while our
suppliers adjust to significant increases in demand and respond to the challenges posed by the COVID-19 pandemic, all of
which may negatively impact net revenues from our semiconductor market for the three months ending March 31, 2022.
Advanced Markets
In addition to the semiconductor market, our products are used in the industrial technologies, life and health sciences,
research and defense markets.
Industrial Technologies
Industrial technologies encompasses a wide range of diverse applications, including advanced electronics manufacturing
comprising flexible and rigid printed circuit board (“PCB”) processing/fabrication, electronic component manufacturing, glass
coating and electronic thin films. Electronic thin films are a primary component of numerous electronic products including flat
panel displays, light emitting diodes, solar cells and data storage media. Other applications include laser marking, measurement
and scribing, natural gas and oil production and environmental monitoring.
Life and Health Sciences
Our products for life and health sciences are used in a diverse array of applications, including bioimaging, medical
instrument sterilization, medical device manufacturing, analytical, diagnostic and surgical instrumentation, consumable
medical supply manufacturing and pharmaceutical production.
Research and Defense
Our products for research and defense are sold to government, university and industrial laboratories for applications
involving research and development in materials science, physical chemistry, photonics, optics and electronics materials. Our
products are also sold for monitoring and defense applications including surveillance, imaging and infrastructure protection.
Approximately 38% and 41% of our net revenues in the years ended December 31, 2021 and 2020, respectively, were
from advanced markets.
Net revenues from customers in our advanced markets increased by $180 million, or 19%, in 2021, compared to 2020,
with E&S, V&A and L&M recording net revenue increases of $67 million, $62 million and $51 million, respectively. Net
revenues in our industrial technologies market increased $164 million, primarily in advanced electronics manufacturing
applications such as PCB processing/fabrication and electronic component manufacturing. Net revenues in our research and
defense market increased $11 million, due to a rebound in demand following university and research lab closures in the first
half of 2020 caused by the COVID-19 pandemic.
International Markets
A significant portion of our net revenues is from sales to customers in international markets. International net revenues
accounted for approximately 57% and 55% of our total net revenues in 2021 and 2020, respectively. A significant portion of
our international net revenues was from China, Israel, Japan, South Korea and Taiwan. Long-lived assets located outside of the
United States accounted for approximately 25% and 28% of our total long-lived assets in 2021 and 2020, respectively. Long-
lived assets include, property, plant and equipment, net, right-of-use assets, and certain other assets and exclude goodwill,
intangible assets and long-term tax-related accounts.
Critical Accounting Policies and Estimates
The MD&A discusses our consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States (“U.S. GAAP”). The preparation of these financial statements requires
39
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, we evaluate our estimates and judgments, including those related to revenue
recognition, inventory, warranty costs, pension plan valuations, stock-based compensation expense, intangible assets, goodwill
and other long-lived assets and income taxes. We base our estimates and judgments on historical experience and on various
other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect the most significant judgments, assumptions and estimates
we use in preparing our consolidated financial statements:
Revenue Recognition. We account for revenue using Accounting Standards Codification 606 (“ASC 606”). We apply
ASC 606 using the following steps:
•
•
•
•
•
Identify the contract with a customer
Identify the performance obligations in the contract
Determine the transaction price
Allocate the transaction price to performance obligations in the contract
Recognize revenue when or as we satisfy a performance obligation
Revenue under ASC 606 is recognized when or as obligations under the terms of a contract with our customer has been
satisfied and control has transferred to the customer. The majority of our performance obligations, and associated revenue, are
transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the product by
the customer and without significant judgments. Installation services are not significant and are usually completed in a short
period of time (normally less than two weeks) and therefore, recorded at a point in time when the installation services are
completed, rather than over time as they are not material. Extended warranty, service contracts, and repair services, which are
transferred to the customer over time, are recorded as revenue as the services are performed. For repair services, we make an
accrual at each quarter end based upon historical repair times within our product groups to record revenue based upon the
estimated number of days completed to date, which is consistent with ratable recognition. Customized products with no
alternative future use to us, and that have an enforceable right to payment for performance completed to date, are also recorded
over time. We consider this to be a faithful depiction of the transfer to the customer of revenue over time as the work is
performed or service is delivered, ratably over time. The adjustments for custom products were not material for 2021 or 2020.
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or
providing services. Performance obligations promised in a contract are identified based on the products or services that will be
transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or
service either on its own or together with other resources that are readily available from third parties or from us, and are
distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other
promises in the contract. Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded
from revenue. Our normal payment terms are 30 to 60 days but vary by the type and location of our customers and the products
or services offered. The time between invoicing and when payment is due is not significant. For certain products and services
and customer types, we require payment before the products or services are delivered to, or performed for, the customer. None
of our contracts as of December 31, 2021 contained a significant financing component.
We periodically enter into contracts with our customers in which a customer may purchase a combination of goods and
or services, such as products with installation services or extended warranties. These contracts include multiple promises that
we evaluate to determine if the promises are separate performance obligations. Once we determine the performance
obligations, we then determine the transaction price, which includes estimating the amount of variable consideration to be
included in the transaction price, if any. To the extent the transaction price includes variable consideration, we estimate the
amount of variable consideration that should be included in the transaction price utilizing either the expected value method or
the most likely amount method depending on the method we expect to better predict the amount of consideration to which it
will be entitled. There are no constraints on the variable consideration recorded. We then allocate the transaction price to each
performance obligation in the contract based on a relative stand-alone selling price charged separately to customers or using an
expected cost-plus margin method. The corresponding revenues are recognized when or as the related performance obligations
are satisfied, which are noted above. The impact of variable consideration has been immaterial.
40
We sometimes sell separately priced service contracts and extended warranty contracts related to certain of our products,
especially our laser products. The separately priced contracts generally range from 12 to 60 months. We normally receive
payment at the inception of the contract or beginning of an annual period and recognize revenue over the term of the agreement
in proportion to the costs expected to be incurred in satisfying the obligations under the contract.
We monitor and track the amount of product returns, provide for sales return allowances and reduce revenue at the time
of shipment for the estimated amount of such future returns, based on historical experience. While product returns have
historically been within our expectations and the provisions established, there is no assurance that we will continue to
experience the same return rates that we have in the past. Any significant increase in product return rates could have a material
adverse impact on our operating results for the period or periods in which such returns materialize.
While we maintain a credit approval process, significant judgments are made by management in connection with
assessing our customers’ ability to pay at the time of shipment. Despite this assessment, from time to time, our customers are
unable to meet their payment obligations. We continuously monitor our customers’ credit worthiness and use our judgment in
establishing a provision for estimated credit losses based upon our historical experience and any specific customer collection
issues that we have identified. While such credit losses have historically been within our expectations and the provisions
established, there is no assurance that we will continue to experience the same credit loss rates that we have in the past. A
significant change in the liquidity or financial position of our customers could have a material adverse impact on the
collectability of accounts receivable and our future operating results. Bad debt expense was immaterial in 2021 and 2020.
Inventory. We value our inventory at the lower of cost (first-in, first-out method) or market. We regularly review
inventory quantities on hand and record a provision to write-down excess and obsolete inventory to its estimated net realizable
value, if less than cost, based primarily on our estimated forecast of product demand. Once our inventory value is written-down
and a new cost basis has been established, the inventory value is not increased due to demand increases. Demand for our
products can fluctuate significantly. A significant increase in the demand for our products could result in a short-term increase
in the cost of inventory purchases as a result of supply shortages or a decrease in the cost of inventory purchases as a result of
volume discounts, while a significant decrease in demand could result in an increase in the charges for excess inventory
quantities on hand. In addition, our industry is subject to technological change, new product development and product
technological obsolescence that could result in an increase in the amount of obsolete inventory quantities on hand. Therefore,
any significant unanticipated changes in demand or technological developments could have a significant impact on the value of
our inventory and our reported operating results. Excess and obsolete expense was $16 million and $25 million for 2021 and
2020, respectively.
Warranty Costs. We provide for the estimated costs to fulfill customer warranty obligations upon the recognition of the
related revenue. We provide warranty coverage for our products for periods ranging from 12 to 36 months, with the majority of
our products for periods ranging from 12 to 24 months. Short-term accrued warranty obligations, which expire within one year,
are included in other current liabilities and long-term accrued warranty obligations are included in other liabilities in the
consolidated balance sheets. We estimate the anticipated costs of repairing our products under such warranties based on the
historical costs of the repairs and any known specific product issues. The assumptions we use to estimate warranty accruals are
re-evaluated periodically in light of actual experience and, when appropriate, the accruals are adjusted. Our determination of
the appropriate level of warranty accrual is based upon estimates. Should product failure rates differ from our estimates, actual
costs could vary significantly from our expectations. Defective products will be either repaired or replaced, generally at our
option, upon meeting certain criteria.
Pension Plans. Several of our non-U.S. subsidiaries have defined benefit pension plans covering employees of those
subsidiaries. Some of the plans are unfunded, as permitted under the plans and applicable laws. For financial reporting
purposes, we obtained actuarial reports supporting the calculation of net periodic pension costs that used a number of actuarial
assumptions, including a discount rate for plan obligations, an assumed rate of return on pension plan assets and an assumed
rate of compensation increase for employees covered by the various plans. We reviewed these actuarial assumptions and
concluded they were reasonable based upon our judgment, considering known trends and uncertainties. Actual results that
differ from these assumptions would impact future expense recognition and the cash funding requirements of our pension
plans.
Stock-Based Compensation Expense. We record compensation expense for all stock-based compensation awards to
employees and directors based upon the estimated fair market value of the underlying instrument. Accordingly, stock-based
compensation cost is measured at the grant date, based upon the fair value of the award.
We typically issue restricted stock units (“RSUs”) as stock-based compensation. We also provide certain employees the
opportunity to purchase our shares through an Employee Stock Purchase Plan (“ESPP”). For RSUs, the fair value is the closing
41
market price of the stock on the date of grant. We estimate the fair value of shares issued under our ESPP using the Black-
Scholes pricing model, which incorporates a number of complex and subjective variables, including expected stock price
volatility over the term of the awards, expected life, risk free interest rate and expected dividends. Management determined that
blended volatility, a combination of historical and implied volatility, is more reflective of market conditions and a better
indicator of expected volatility than historical or implied volatility alone.
Certain RSUs involve stock to be issued upon the achievement of performance conditions (“performance shares”) under
our stock incentive plan. Such performance shares become available, subject to time-based vesting conditions if, and to the
extent that, financial performance criteria for the applicable period are achieved. Accordingly, the number of performance
shares earned will vary based on the level of achievement of financial performance objectives for the applicable period. Until
such time that our financial performance can ultimately be determined, each quarter we estimate the number of performance
shares to be earned based on an evaluation of the probability of achieving the financial performance objectives. Such estimates
are revised, if necessary, in subsequent periods when the underlying factors change our evaluation of the probability of
achieving the financial performance objectives. Accordingly, share-based compensation expense associated with performance
shares may differ significantly from the amount recorded in the current period.
The assumptions used in calculating the fair value of share-based compensation awards represents management’s best
estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. As a result, if
factors change and we use different assumptions, our stock-based compensation expense could be materially different in the
future.
Intangible Assets, Goodwill and Other Long-Lived Assets. As a result of our acquisitions, we have identified intangible
assets and generated significant goodwill. Definite-lived intangible assets are valued based on estimates of future cash flows
and amortized over their estimated useful life. Determining fair value requires the exercise of significant judgment, including
assumptions about appropriate discount rates as well as forecasted revenue, gross profit and operating margins.
Goodwill and indefinite-lived intangible assets are subject to annual impairment testing as well as testing upon the
occurrence of any event that indicates a potential impairment. Intangible assets and other long-lived assets are also subject to
an impairment test if there is an indicator of impairment. If our expectations of future results and cash flows are significantly
diminished, intangible assets and goodwill may be impaired and the resulting charge to operations may be material. When we
determine that the carrying value of intangibles or other long-lived assets may not be recoverable based upon the existence of
one or more indicators of impairment, we use the projected undiscounted cash flow method to determine whether an
impairment exists, and then measure the impairment using discounted cash flows. To measure impairment for goodwill, we
compare the fair value of our reporting units by measuring discounted cash flows to the book value of the reporting units.
Goodwill would be impaired if the resulting implied fair value was less than the recorded book value of the goodwill.
The estimation of useful lives and expected cash flows require us to make significant judgments regarding future periods
that are subject to some factors outside of our control. Changes in these estimates can result in significant revisions to the
carrying value of these assets and may result in material charges to the results of operations.
We have elected to perform our annual goodwill impairment test as of October 31 of each year, or more often if events or
circumstances indicate that there may be impairment. Goodwill is the amount by which the cost of acquired net assets exceeded
the fair value of those net assets on the date of acquisition. We allocate goodwill to reporting units at the time of acquisition or
when there is a change in the reporting structure and base that allocation on which reporting units will benefit from the
acquired assets and liabilities. Reporting units are defined as operating segments or one level below an operating segment,
referred to as a component. The estimated fair value of our reporting units was based on discounted cash flow models derived
from internal earnings and internal and external market forecasts. Determining fair value requires the exercise of significant
judgment, including assumptions about appropriate discount and perpetual growth rates, as well as forecasted revenue growth
rates and gross profit and operating margins. Discount rates are based on a weighted average cost of capital (“WACC”), which
represents the average rate a business must pay its providers of debt and equity. The WACC used to test goodwill is derived
from a group of comparable companies. Assumptions in estimating future cash flows are subject to a high degree of judgment
and complexity. We make every effort to forecast these future cash flows as accurately as possible with the information
available at the time the forecast is developed.
In performing our annual goodwill impairment test, we are permitted to first assess qualitative factors to determine
whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount, including goodwill. In
performing the qualitative assessment, we consider certain events and circumstances specific to the reporting unit and to the
entity as a whole, such as macroeconomic conditions, industry and market considerations, overall financial performance and
cost factors when evaluating whether it is more likely than not that the fair value of the reporting unit is less than its carrying
amount. We are also permitted to bypass the qualitative assessment and proceed directly to the quantitative test. If we choose to
42
undertake the qualitative assessment and we conclude that it is more likely than not that the fair value of the reporting unit is
less than its carrying amount, we would then proceed to the quantitative impairment test. In the quantitative assessment, we
compare the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the
carrying value, no impairment loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is
measured and recorded.
As of October 31, 2021, we performed our annual impairment assessment of goodwill using a qualitative assessment for
all of our reporting units. We determined that it was more likely than not that the fair values were more than the carrying values
for each of the reporting units.
We will continue to monitor and evaluate the carrying value of goodwill. If market and economic conditions or business
performance deteriorate, this could increase the likelihood of us recording an impairment charge.
Income Taxes. We evaluate the realizability of our net deferred tax assets and assess the need for a valuation allowance
on a quarterly basis. The future benefit to be derived from our deferred tax assets is dependent upon our ability to generate
sufficient future taxable income in each jurisdiction of the right type to realize the assets. We record a valuation allowance to
reduce our net deferred tax assets to the amount that is expected to be realized. To the extent we establish a valuation allowance
an expense is recorded within the provision for income taxes line in the consolidated statements of operations and
comprehensive income.
Accounting for income taxes requires a two-step approach to recognize and measure uncertain tax positions. The first
step is to evaluate the tax position for recognition by determining if, based on the technical merits, it is more likely than not
that the position will be sustained upon audit, including resolutions of related appeals or litigation processes, if any. The second
step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
We re-evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited
to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity. Any
change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.
43
Results of Operations
The following table sets forth, for the periods indicated, the percentage of total net revenues of certain line items
included in our consolidated statements of operations and comprehensive income data:
Net revenues:
Product
Service
Total net revenues
Cost of revenues:
Product
Service
Total cost of revenues (exclusive of amortization shown separately below)
Gross profit
Research and development
Selling, general and administrative
Acquisition and integration costs
Restructuring and other
Amortization of intangible assets
Asset impairment
COVID-19 related net credits
Income from operations
Interest income
Interest expense
Other expense, net
Income before income taxes
Provision for income taxes
Net income
Year Ended December 31, 2021 compared to 2020
Net Revenues
(Dollars in millions)
Product
Service
Total net revenues
Years Ended December 31,
2020
2021
87.4%
12.6
100.0
46.5
6.7
53.2
46.8
6.8
13.0
1.0
0.4
1.9
—
—
23.7
—
0.9
0.3
22.5
3.8
18.7%
86.5%
13.5
100.0
47.5
7.5
55.0
45.0
7.4
15.2
0.1
0.4
2.4
0.1
(0.1)
19.5
0.1
1.3
0.1
18.2
3.1
15.1%
Years Ended December 31,
2020
2021
$
$
2,578.6
371.0
2,949.6
$
$
2,014.8
315.2
2,330.0
Net product revenues increased $564 million in 2021, compared to 2020. Net product revenues from our semiconductor
market increased $394 million due to broad-based increases in demand for semiconductor capital equipment across memory,
foundry and logic manufacturing applications and contributions from Photon Control, offset by a decrease in net revenues from
E&S, due to a discontinuation of certain non-core products. Net revenues from our top ten customers accounted for 47%, 44%
and 33% of net revenues for 2021, 2020 and 2019, respectively, with the increasing percentages attributable to increasing
semiconductor market sales. As a percentage of net revenues from our top ten customers, semiconductor market revenue
accounted for greater than 90% in each of these years. The semiconductor market has historically experienced cyclical
variations in product supply and demand. It is subject to rapid demand shifts, which are difficult to predict, and we cannot be
certain as to the timing or extent of future demand or any future weakness in the semiconductor capital equipment industry. For
example, our semiconductor market revenue sequentially increased 32% in 2021, sequentially increased 49% in 2020, and
sequentially decreased 19% in 2019. We believe net revenues attributable to our semiconductor market customers are affected
by the cyclical nature of the semiconductor market.
Net product revenues in advanced markets increased $169 million due to increased net revenue from our industrial
technologies markets, primarily in advanced electronics manufacturing applications such as PCB processing/fabrication and
44
electronic component manufacturing. Net product revenues in our research and defense market also increased due to a rebound
in demand following university and research lab closures in the first half of 2020 caused by the COVID-19 pandemic.
Net service revenues consisted mainly of fees for services related to the maintenance and repair of our products, sales of
spare parts, and installation and training. Service revenues increased $56 million in 2021, compared to 2020. Net service
revenues from our semiconductor customers increased $45 million and net service revenues from advanced market customers
increased $11 million, both reflective of higher product revenues in both markets.
Total international net revenues, including product and service, were $1.7 billion in 2021, compared to $1.3 billion in
2020. The increase in 2021 was primarily due to increases in net revenues from China, Japan, South Korea and Taiwan.
The following table sets forth our net revenues by reportable segment:
Net Revenues
(Dollars in millions)
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Total net revenues
Years Ended December 31,
2020
2021
$
$
1,861.5
813.4
274.7
2,949.6
$
$
1,405.9
689.6
234.5
2,330.0
Net revenues for our V&A segment increased $456 million in 2021, compared to 2020, due to a volume increase of $393
million from our semiconductor customers and an increase of $63 million from our advanced markets customers, primarily
from customers in our industrial technologies market.
Net revenues for our L&M segment increased $124 million in 2021, compared to 2020, due to an increase of $73 million
from our semiconductor customers and an increase of $51 million from our advanced markets customers, primarily from
customers in our industrial technologies market.
Net revenues from our E&S segment increased $40 million in 2021, compared to 2020, due to an increase of $67 million
from our advanced markets customers, primarily from customers in our industrial technologies market, partially offset by a
decrease of $27 million from our semiconductor customers, resulting from the discontinuation of certain non-core products.
The following table sets forth gross profit as a percentage of net revenues by product and service:
Gross Profit
(As a percentage of net revenues)
Product
Service
Total gross profit percentage
Years Ended December 31,
2021
2020
% Points
Change
46.8%
46.5%
46.8%
45.1%
44.8%
45.0%
1.7%
1.7%
1.8%
Gross profit as a percentage of net product revenues increased by 1.7 percentage points in 2021, compared to 2020,
primarily due to higher revenue volumes and favorable product mix.
Gross profit as a percentage of net service revenues increased by 1.7 percentage points in 2021, compared to 2020,
primarily due to higher utilization of service technicians.
The following table sets forth gross profit as a percentage of net revenues by reportable segment:
45
Gross Profit
(As a percentage of net revenues)
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Total gross profit percentage
Years Ended December 31,
2021
2020
% Points
Change
46.6%
47.4
46.3
46.8%
45.1%
44.9
45.2
45.0%
1.5%
2.5
1.1
1.8%
Gross profit as a percentage of net revenues for our V&A segment increased primarily due to higher revenue volumes
and favorable product mix.
Gross profit as a percentage of net revenues for our L&M segment increased primarily due to higher revenue volumes
and favorable product mix partially offset by unfavorable overhead absorption.
Gross profit as a percentage of net revenues for our E&S segment increased primarily due to improved overhead
absorption and lower excess and obsolete charges.
Research and Development
(Dollars in millions)
Research and development
Years Ended December 31,
2020
2021
$
200.0
$
173.1
Research and development expenses increased $27 million in 2021, compared to 2020, primarily due to increases of $19
million in compensation-related costs, $3 million in project materials and $3 million in occupancy costs.
Our research and development efforts are primarily focused on developing and improving our instruments, components,
subsystems, process control and systems solutions to improve process performance and productivity.
We have thousands of products and our research and development efforts primarily consist of a large number of projects
related to these products, none of which is individually material to us. Current projects typically have durations of 3 to 30
months, depending upon whether the product is an enhancement of existing technology or a new product. Our products have
continuously advanced as we strive to meet our customers’ evolving needs. We have developed, and continue to develop, new
products to address industry trends, such as the shrinking of integrated circuit critical dimensions and technology inflections,
and, in the flat panel display and solar markets, the transition to larger substrate sizes, which require more advanced processing
and process control technology, the continuing drive toward more complex and accurate components and devices within the
handset and tablet market, the transition to 5G for both devices and infrastructure, supporting the growth in units and via counts
of the High Density Interconnect PCB drilling market, and the industry transition to electric cars in the automotive market. In
addition, we have developed, and continue to develop, products that support the migration to new classes of materials, ultra-
thin layers, and 3D structures that are used in small geometry manufacturing. Research and development expenses consist
primarily of salaries and related expenses for personnel engaged in research and development, fees paid to consultants, material
costs for prototypes and other expenses related to the design, development, testing and enhancement of our products.
We believe that the continued investment in research and development and ongoing development of new products are
essential to the expansion of our markets. We expect to continue to make significant investment in research and development
activities. We are subject to risks from products not being developed in a timely manner, as well as from rapidly changing
customer requirements and competitive threats from other companies and technologies. Our success primarily depends on our
products being designed into new generations of equipment for the semiconductor industry and advanced technology markets.
We develop products that are technologically advanced so that they are positioned to be chosen for use in each successive
generation of semiconductor capital equipment and advanced markets applications. If our products are not chosen to be
designed into our customers’ products, our net revenues may be reduced during the lifespan of those products.
46
Selling, General and Administrative
(Dollars in millions)
Selling, general and administrative
Years Ended December 31,
2020
2021
$
385.1
$
353.1
Selling, general and administrative expenses increased $32 million during 2021, compared to 2020, primarily due to
increases of $26 million in compensation-related costs, $7 million in commissions and $3 million in information technology
costs, partially offset by a decrease of $4 million in professional fees.
Acquisition and Integration Costs
(Dollars in millions)
Acquisition and integration costs
Years Ended December 31,
2020
2021
$
29.8
$
3.8
Acquisition and integration costs incurred during 2021 related to consulting and professional fees in connection with our
recently completed acquisition of Photon Control, our pending acquisition of Atotech and our proposed acquisition of
Coherent, Inc. Acquisition and integration costs during 2020 consisted of integration costs related to the acquisition of ESI,
consisting primarily of bonus and stock-based compensation for certain ESI executives assisting in the integration process and
information technology related costs.
Restructuring and other
(Dollars in millions)
Restructuring and other
Years Ended December 31,
2020
2021
$
11.1
$
9.4
Restructuring and other costs incurred in 2021 primarily related to duplicate facility costs attributed to entering into new
leases, severance costs due to a global cost saving initiative, severance costs relating to the pending closure of two facilities in
Europe and the movement of certain product manufacturing to low cost regions.
Restructuring and other costs in 2020 primarily consisted of duplicate facility costs attributed to entering into new
facility leases, costs related to the exit of certain product groups and costs related to the pending closure of a facility in Europe.
Such costs were offset by an insurance reimbursement related to a legal settlement.
Amortization of Intangible Assets
(Dollars in millions)
Amortization of intangible assets
Years Ended December 31,
2020
2021
$
55.3
$
55.2
Amortization of intangible assets were consistent in 2021 compared to 2020. New amortization costs in 2021 from our
acquisition of Photon Control in July 2021 were offset by the decrease of certain intangible assets in our L&M segment that
became fully amortized.
Interest Expense, Net
(Dollars in millions)
Interest expense, net
Years Ended December 31,
2020
2021
$
24.8
$
27.7
Interest expense, net, decreased by $3 million in 2021, compared to 2020, primarily due to lower interest expense as a
result of lower interest rates and lower average debt balances as a result of principal payments made.
47
Other Expense, Net
(Dollars in millions)
Other expense, net
Years Ended December 31,
2020
2021
$
8.6
$
3.1
Other expense, net, for 2021 and 2020 primarily related to changes in foreign exchange rates.
Provision for Income Taxes
(Dollars in millions)
Provision for income taxes
Years Ended December 31,
2020
2021
$
114.1
$
72.9
Our effective tax rates for 2021 and 2020 were 17.1% and 17.2%, respectively. Our effective tax rates were lower than
the U.S. statutory tax rate, mainly due to the geographic mix of income earned by our international subsidiaries being taxed at
rates lower than the U.S. statutory tax rate, the deduction for foreign derived intangible income and research credits offset by
the tax effects of non-deductible executive compensation and the global intangible low taxed income inclusion.
As of December 31, 2021, the total gross unrecognized tax benefits, which excludes interest and penalties, was $43
million. As of December 31, 2020, the total gross unrecognized tax benefits, which excludes interest and penalties, was $47
million. The net decrease was primarily attributable to the release of a reserve related to federal research tax credits, partially
offset by an addition of a reserve related to foreign withholding taxes.
We accrue interest and, if applicable, penalties for any uncertain tax positions. Interest and penalties are classified as a
component of income tax expense. As of December 31, 2021 and 2020, we accrued interest on unrecognized tax benefits of
approximately $1 million and $1 million, respectively.
Over the next 12 months, it is reasonably possible that we may recognize approximately $4 million of previously net
unrecognized tax benefits, excluding interest and penalties, related to various U.S. federal, state and foreign tax positions
primarily due to the expiration of statutes of limitations.
We are subject to examination by U.S. federal, state and foreign tax authorities. The U.S. federal statute of limitations
remains open for tax years 2018 through the present. The statute of limitations for our tax filings in other jurisdictions varies
between fiscal years 2015 through present. We also have certain federal credit carryforwards and state tax loss and credit
carryforwards that are open to examination for tax years 2002 through the present. In addition, the 2017 transition tax remains
open for examination.
In 2021, we recorded a net benefit to income tax expense of $4 million, excluding interest and penalties, due to reserve
releases related to the expiration of certain statutes of limitations for previously open tax years. In 2020, we recorded a net
benefit to income tax expense of $1 million, excluding interest and penalties, due to reserve releases related to the expiration of
certain statutes of limitations for previously open tax years and the effective settlement of an Internal Revenue Service audit.
Our future effective tax rate depends on various factors, including the impact of tax legislation, further interpretations
and guidance from U.S. federal and state governments on the impact of proposed regulations issued by the IRS, as well as the
geographic composition of our pre-tax income and changes in income tax reserves for unrecognized tax benefits. We monitor
these factors and timely adjust our estimates of the effective tax rate accordingly. We expect the geographic mix of pre-tax
income will continue to have a favorable impact on our effective tax rate. However, the geographic mix of pre-tax income can
change based on multiple factors, resulting in changes to the effective tax rate in future periods. While we believe we have
adequately provided for all tax positions, amounts asserted by taxing authorities could materially differ from our accrued
positions as a result of uncertain and complex application of tax law and regulations. Additionally, the recognition and
measurement of certain tax benefits include estimates and judgment by management. Accordingly, we could record additional
provisions or benefits for U.S. federal, state, and foreign tax matters in future periods as new information becomes available.
On March 11, 2021, President Biden signed into law the American Rescue Plan Act of 2021 (“ARPA”). ARPA contains
numerous income tax provisions, among other tax and non-tax provisions, to provide COVID-19 pandemic relief. We
evaluated the ARPA legislation in relation to income taxes and it did not have a material impact on our financial statements in
48
2021. The ARPA income tax provisions that are effective in future years are being evaluated and we have not yet determined
the impact on our consolidated financial statements.
Liquidity and Capital Resources
Cash, cash equivalents and short-term marketable investments totaled $1 billion at December 31, 2021, an increase of
$207 million compared to $836 million at December 31, 2020. The primary driver in our current and anticipated future cash
flows is and will continue to be cash generated from operations, consisting primarily of our net income, excluding non-cash
charges and changes in operating assets and liabilities.
Our total cash and cash equivalents and short-term marketable investments at December 31, 2021 consisted of $619
million held in the United States and $419 million held by our foreign subsidiaries. We believe that our current cash and
investments position and available borrowing capacity, together with the cash anticipated to be generated from our operations,
will be sufficient to satisfy our estimated working capital, planned capital expenditure requirements, and any future cash
dividends declared by our Board of Directors or share repurchases through at least the next 12 months and the foreseeable
future.
In periods when our sales are growing, higher sales to customers will result in increased trade receivables, and
inventories will generally increase as we build products for future sales. This may result in lower cash generated from
operations. Conversely, in periods when our sales are declining, our trade accounts receivable and inventory balances will
generally decrease, resulting in increased cash from operations.
Net cash provided by operating activities was $639 million for 2021 and resulted from net income of $551 million, which
included non-cash net charges of $160 million offset by an increase in working capital of $72 million. The increase in working
capital consisted of an increase in inventories of $92 million and an increase in trade accounts receivable of $53 million, both
of which were the result of increased business levels in 2021, offset by an increase in accounts payable of $56 million from
increased business levels and an increase in current and non-current accrued compensation of $17 million.
Net cash provided by operating activities was $513 million for 2020 and resulted from net income of $350 million, which
included non-cash net charges of $152 million and a decrease in working capital of $11 million. The decrease in working
capital consisted of a decrease in other current and non-current assets of $41 million, primarily from the collection of income
tax receivables, an increase in income taxes payable of $22 million, an increase in accounts payable of $21 million, an increase
in current and non-current accrued compensation of $19 million, primarily due to higher variable compensation, and an
increase in other current and non-current liabilities of $5 million, offset by an increase in inventories of $52 million and an
increase in trade accounts receivable of $45 million, both of which were the result of increased business levels in 2020.
Net cash used in investing activities was $205 million for 2021, reflecting the purchase of Photon Control for $268
million, net of cash and cash equivalents acquired, and purchases of property, plant and equipment of $87 million, primarily for
production related equipment, offset by the net sales of short-term investments of $150 million. Net cash used in investing
activities was $202 million for 2020, reflecting net purchases of short-term investments of $117 million and purchases of
property, plant and equipment of $85 million, which included the buildout of three newly leased facilities in 2020.
Net cash used in financing activities was $65 million for 2021 and was primarily due to dividend payments made to
holders of our common stock of $48 million and net payments of short and long-term borrowings of $14 million.
Net cash used in financing activities was $121 million for 2020 and was primarily due to a repayment of our Term Loan
Facility of $59 million, dividend payments made to holders of our common stock of $44 million and net payments related to
tax payments for employee stock awards of $20 million, offset by net proceeds from short-term borrowings of $2 million.
For the year ended December 31, 2021, we paid cash dividends of $48 million in the aggregate or $0.86 per share. For
the year ended December 31, 2020, we paid cash dividends of $44 million in the aggregate or $0.80 per share. Future dividend
declarations, if any, as well as the record and payment dates for such dividends, are subject to the final determination of our
Board of Directors. Holders of our common stock are entitled to receive dividends when and if they are declared by our Board
of Directors. Under the terms of our Term Loan Facility and our ABL Facility, as defined and described further below, we may
be restricted from paying dividends under certain circumstances.
On February 7, 2022, our Board of Directors declared a quarterly cash dividend of $0.22 per share to be paid on March
11, 2022 to shareholders of record as of February 28, 2022.
49
Atotech Acquisition
On July 1, 2021, we entered into an Implementation Agreement to acquire Atotech, a leading process chemicals
technology company and a market leader in advanced electroplating solutions. Pursuant to the Implementation Agreement, we
agreed to pay $16.20 per share in cash and 0.0552 of a share of our common stock for each outstanding common share of
Atotech. At the time of the announcement of the acquisition, the total value of the aggregate cash and stock consideration was
approximately $5.1 billion. The final value of the consideration will be determined at the time of the closing of the acquisition,
which is expected to occur in the first quarter of 2022, subject to the satisfaction of certain closing conditions, including receipt
of regulatory approval from China and approval by the Royal Court of Jersey. Our obligations to complete the acquisition are
not subject to any financing condition. Additional information regarding the funding of the acquisition, the New Term Loan
Facility, the New Revolving Credit Facility, and the refinancing of the Term Loan Facility and ABL Facility, is discussed
under “Recent Events” above.
Senior Secured Term Loan Credit Facility
In connection with the completion of the acquisition of Newport Corporation (“Newport”) in 2016 (the “Newport
Merger”), we entered into a term loan credit agreement (as amended, the “Term Loan Credit Agreement”) with Barclays Bank
PLC, as administrative agent and collateral agent, and the lenders from time to time party thereto, which provided a senior
secured term loan credit facility (the “Term Loan Facility”) in the original principal amount of $780.0 million. We have
entered into seven amendments to the Term Loan Credit Agreement since 2016, including most recently the May Term Loan
Amendment (as defined below). The Term Loan Facility is subject to increase at our option and subject to receipt of lender
commitments in accordance with the Term Loan Credit Agreement. The maturity date of the Term Loan Facility is February 2,
2026. As of December 31, 2021, borrowings under the Term Loan Facility bear interest per annum at one of the following rates
selected by us: (a) a base rate determined by reference to the highest of (1) the federal funds effective rate plus 0.50%, (2) the
“prime rate” quoted in The Wall Street Journal, (3) a London Interbank Offered Rate (“LIBOR”) rate determined by reference
to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs,
plus 1.00%, and (4) a floor of 1.00%, plus, in each case, an applicable margin of 0.75%; or (b) a LIBOR rate determined by
reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain
additional costs, subject to a LIBOR rate floor of 0.0%, plus an applicable margin of 1.75%. We have elected the interest rate
as described in clause (b) of the foregoing sentence. The Term Loan Credit Agreement provides that, unless an alternate rate of
interest is agreed, all loans will be determined by reference to the base rate if the LIBOR rate cannot be ascertained, if
regulators impose material restrictions on the authority of a lender to make LIBOR rate loans, or for other reasons.
In May 2021, we entered into an amendment (the “May Term Loan Amendment”) to the Term Loan Credit Agreement.
The May Term Loan Amendment amends the Term Loan Facility to, among other things, (i) increase our ability to incur
additional incremental debt facilities to (x) the greater of (1) $600 million and (2) 100% of consolidated EBITDA, plus (y) an
amount equal to the sum of all voluntary prepayments of term loans under the Term Loan Facility, plus (z) an additional
unlimited amount subject to pro forma compliance with a secured leverage ratio test of 3.25:1.00, and (ii) increase our
flexibility under certain debt, lien, investment, restricted payment and disposition baskets. The fees incurred, including certain
customary lender consent fees, in connection with the May Term Loan Amendment were immaterial.
We are required to make scheduled quarterly amortization payments each equal to 0.25% of the original principal
amount of the Term Loan Facility. As of December 31, 2021, the remaining balance of deferred finance fees, original issue
discount and repricing fees related to the term loans under the Term Loan Facility was $8 million.
As of December 31, 2021, after giving effect to all amendments and repayments prior to such date, the outstanding
principal amount of the Term Loan Facility was $824 million, and the interest rate was 1.8%.
Under the Term Loan Credit Agreement, we are required to prepay outstanding term loans, subject to certain exceptions,
with portions of our annual excess cash flow as well as with the net cash proceeds of certain of our asset sales, certain casualty
and condemnation events and the incurrence or issuance of certain debt.
All obligations under the Term Loan Facility are guaranteed by certain of our domestic subsidiaries and are secured by
substantially all of our assets and the assets of such subsidiaries, subject to certain exceptions and exclusions.
The Term Loan Credit Agreement contains customary representations and warranties, affirmative and negative covenants
and provisions relating to events of default. If an event of default occurs, the lenders under the Term Loan Facility will be
entitled to take various actions, including the acceleration of amounts due under the Term Loan Facility and all actions
generally permitted to be taken by a secured creditor. At December 31, 2021, we were in compliance with all covenants under
the Term Loan Credit Agreement.
50
Senior Secured Asset-Based Revolving Credit Facility
In February 2019, in connection with the completion of the ESI Merger, we entered into an asset-based revolving credit
agreement with Barclays Bank PLC, as administrative agent and collateral agent, the other borrowers from time to time party
thereto, and the lenders and letters of credit issuers from time to time party thereto (the “ABL Credit Agreement”), that
provides a senior secured asset-based revolving credit facility of up to $100 million, subject to a borrowing base limitation (the
“ABL Facility”). We have entered into two amendments to the ABL Credit Agreement since 2019. As of December 31, 2021,
after giving effect to all amendments, the borrowing base for the ABL Facility at any time equals the sum of: (a) 85% of certain
eligible accounts; plus (b) prior to certain notice and field examination and appraisal requirements, the lesser of (i) 20% of net
book value of eligible inventory in the United States and (ii) 30% of the borrowing base, and after the satisfaction of such
requirements, the lesser of (i) the lesser of (A) 65% of the lower of cost or market value of certain eligible inventory and
(B) 85% of the net orderly liquidation value of certain eligible inventory and (ii) 30% of the borrowing base; minus (c) reserves
established by the administrative agent, in each case, subject to additional limitations and examination requirements for eligible
accounts and eligible inventory acquired in an acquisition after February 1, 2019. The ABL Facility includes borrowing
capacity in the form of letters of credit up to $25 million. We have not borrowed against the ABL Facility to date.
As of December 31, 2021, any borrowings under the ABL Facility bear interest at a rate per annum equal to, at our
option, any of the following, plus, in each case, an applicable margin: (a) a base rate determined by reference to the highest of
(1) the federal funds effective rate plus 0.50%, (2) the “prime rate” quoted in The Wall Street Journal, (3) a LIBOR rate
determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain
additional costs, plus 1.00% and (4) a floor of 0.00%, plus, in each case, an applicable margin ranging from 0.25% to 0.50%;
and (b) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period relevant to
such borrowing adjusted for certain additional costs, with a floor of 0.00%, plus, in each case, an applicable margin ranging
from 1.25% to 1.50%. The applicable margin for borrowings thereunder is subject to upward or downward adjustment each
fiscal quarter, based on the average historical excess availability during the preceding quarter.
In addition to paying interest on any outstanding principal under the ABL Facility, we are required to pay a commitment
fee in respect of the unutilized commitments thereunder equal to 0.25% per annum. We must also pay customary letter of credit
fees and agency fees.
Under the ABL Facility, we are required to prepay amounts outstanding under the ABL Facility (1) if amounts
outstanding under the ABL Facility exceed the lesser of (a) the commitment amount and (b) the borrowing base, in an amount
required to reduce such shortfall, (2) if amounts outstanding under the ABL Facility in any currency other than U.S. dollars
exceed the sublimit for such currency, in an amount required to reduce such shortfall, and (3) during any period in which we
have excess availability less than the greater of (a) 10.0% of the lesser of (x) the commitment amount and (y) the borrowing
base (the “Line Cap”) and (b) $9 million for 3 consecutive business days, until the time when we have excess availability equal
to or greater than the greater of (A) 10.0% of the Line Cap and (B) $9 million for 30 consecutive days, or during the
continuance of an event of default, with immediately available funds in our blocked accounts.
There is no scheduled amortization under the ABL Facility. Any principal amount outstanding under the ABL Facility is
due and payable in full on the fifth anniversary of the closing date, subject to a springing maturity in the event that term loans
under the Term Loan Facility in an aggregate amount of at least $100 million have an earlier maturity date than the ABL
Facility.
All obligations under the ABL Facility are guaranteed by certain of our domestic subsidiaries and are secured by
substantially all of our assets and the assets of such subsidiaries, subject to certain exceptions and exclusions.
From the time when we have excess availability less than the greater of (a) 10.0% of the Line Cap and (b) $9 million
until the time when we have excess availability equal to or greater than the greater of (a) 10.0% of the Line Cap and (b) $9
million for 30 consecutive days, or during the continuance of an event of default, the ABL Credit Agreement requires that we
maintain a fixed charge coverage ratio, tested on the last day of each fiscal quarter, of at least 1.0 to 1.0.
51
The ABL Credit Agreement also contains customary representations and warranties, affirmative covenants and
provisions relating to events of default. If an event of default occurs, the lenders under the ABL Facility will be entitled to take
various actions, including the acceleration of amounts due under the ABL Facility and all actions permitted to be taken by a
secured creditor.
Lines of Credit and Short-Term Borrowing Arrangements
Our Japanese subsidiaries have lines of credit and a financing facility with various financial institutions, many of which
generally expire and are renewed at three-month intervals with the remaining having no expiration date. The lines of credit and
financing facility provided for aggregate borrowings as of December 31, 2021 of up to an equivalent of $29 million U.S.
dollars. There were no borrowings outstanding under these arrangements at December 31, 2021. Total borrowings outstanding
under these arrangements were $6 million at December 31, 2020.
Contractual Obligations
As of December 31, 2021, we are a party to purchase commitments for certain inventory components and other
equipment and services used in our normal operations totaling approximately $389 million. The majority of these purchase
commitments covered by these arrangements are for periods of less than one year.
In addition, we have various operating leases for real estate and non-real estate items. The non-real estate leases are
mainly comprised of automobiles but also include office equipment and other lower-valued items. Future payments related to
operating leases are as follows:
Year Ending December 31,
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: imputed interest
Total lease liabilities
Contractual maturities of our debt obligations as of December 31, 2021 are as follows:
Year Ending December 31,
2022
2023
2024
2025
2026
$
$
$
Operating Leases
24.0
22.6
21.0
18.8
16.7
158.1
261.2
50.6
210.6
9.0
9.0
9.0
9.0
788.4
Amount
We have a number of defined benefit pension plans, which cover substantially all of our full-time employees in France,
Germany, Israel, Japan and Taiwan. In addition, we have certain pension assets and liabilities relating to our former employees
in the United Kingdom. As of December 31, 2021, our estimated benefit payments over the next 10 years amount to $15
million. The majority of the benefit payments covered by these arrangements occurs after 2026.
Derivatives
We enter into derivative instruments for risk management purposes only, including derivatives designated as hedging
instruments and those utilized as economic hedges. We operate internationally, and in the normal course of business, are
exposed to fluctuations in interest rates and foreign exchange rates. These fluctuations can increase the costs of financing,
investing and operating the business. We have used derivative instruments, such as foreign exchange forward contracts and
options, to manage certain foreign currency exposure, and interest rate swaps to manage interest rate exposure.
52
By nature, all financial instruments involve market and credit risks. We enter into derivative instruments with major
investment grade financial institutions and no collateral is required. We have policies to monitor the credit risk of these
counterparties. While there can be no assurance, we do not anticipate any material non-performance by any of these
counterparties.
Interest Rate Swap Agreements
We entered into various interest rate swap agreements as described further in Note 9 to the Notes to Consolidated
Financial Statements that exchange the variable LIBOR interest rate to a fixed rate in order to manage the exposure to interest
rate fluctuations associated with the variable LIBOR interest rate paid on the outstanding balance of the Term Loan Facility.
We expect to enter into interest rate swap agreements in order to manage the exposure to interest rate fluctuations associated
with the variable SOFR interest rate of the New Term Loan Facility.
Swap
Trade Date
Effective Date
Maturity
Notional
Amount at
Effective
Date
Fixed
Rate
Notional
Amount
Years Ended
December 31,
2021
Fair
Value
Asset
(Liability)
2020
Fair
Value
(Liability)
2
1 April 3, 2019 April 5, 2019
October 26,
2021
March 31,
2022
October 29,
2020
October 29,
2020
3
March 31,
2023
February 28,
2025
February 28,
2025
2.309% $
0.485% $
0.623% $
300
200
100
$
$
$
Total
300
$
(5) $
(12)
200
100
$
4
5
4
$
(1)
(1)
(14)
The interest rate swaps are recorded at fair value on the balance sheet and changes in the fair value are recognized in
Accumulated Other Comprehensive Income. To the extent that these arrangements are no longer an effective hedge, any
ineffectiveness measured in the hedging relationships is recorded immediately in earnings in the period it occurs. The fair value
of the interest rate swaps is classified in other assets or non-current liabilities, accordingly, in the consolidated balance sheet.
Currency Option Agreements
In conjunction with financing the proposed acquisition of Atotech, we expect to issue EUR 500 million term loan
debt. At the expected close, a portion of those proceeds will settle Atotech’s existing EUR 200 million term loan, and the EUR
300 million balance will be converted into USD in support of the USD purchase price. We purchased foreign currency option
contracts to fix the conversion of EUR 300 million into USD as noted below:
Trade Date
October 26,
2021
Effective Date
October 26,
2021
Fixed
Rate
Notional
Amount in
EUR
Notional
Amount in USD
Year Ended
December 31, 2021
Fair Value Asset
Maturity
January 31,
2022 $1.1615
$
300
$
348
$
3
The currency swaps are recorded at fair value on the balance sheet and changes in the fair value are recognized
immediately in earnings. The fair value asset is classified in other current assets in the consolidated balance sheet. We recorded
an unrealized gain of $3 million in 2021, net of premiums, which is included in other expense, net.
In conjunction with the Photon Control Acquisition, we entered into a foreign currency contract to hedge the Canadian
dollar purchase price. In 2021, we recorded a fair value realized loss of $10 million, which is included in other expense, net.
53
Foreign Exchange Contracts
We hedge a portion of our forecasted foreign currency denominated intercompany sales of inventory, over a maximum
period of eighteen months, using foreign exchange forward contracts accounted for as cash-flow hedges related to British,
Euro, Japanese, South Korean and Taiwanese currencies. To the extent these derivatives are effective in offsetting the
variability of the hedged cash flows, and otherwise meet the hedge accounting criteria, changes in the derivatives’ fair value are
not included in current earnings but are included in accumulated other comprehensive income in stockholders’ equity. These
changes in fair value will subsequently be reclassified into earnings, as applicable, when the forecasted transaction occurs. To
the extent that a previously designated hedging transaction is no longer an effective hedge, any ineffectiveness measured in the
hedging relationship is recorded immediately in earnings in the period it occurs. The cash flows resulting from forward
exchange contracts are classified in the consolidated statements of cash flows as part of cash flows from operating activities.
We do not enter into derivative instruments for trading or speculative purposes.
We also enter into foreign exchange forward contracts to hedge certain balance sheet amounts. To the extent the hedge
accounting criteria is not met, the related foreign currency forward contracts are considered as economic hedges and changes in
the fair value of these contracts are recorded immediately in earnings in the period in which they occur. These include hedges
that are used to reduce exchange rate risks arising from the change in fair value of certain foreign currency-denominated assets
and liabilities (i.e., payables, receivables) and other economic hedges where the hedge accounting criteria were not met.
We had foreign exchange forward contracts with notional amounts totaling $240 million outstanding at December 31, 2021,
of which $108 million was outstanding to exchange South Korean won to U.S. dollars and $60 million was outstanding to
exchange Japanese yen to U.S. dollars. We had forward exchange contracts with notional amounts totaling $176 million
outstanding at December 31, 2020, of which $62 million was outstanding to exchange South Korean won to U.S. dollars and $62
million was outstanding to exchange Japanese yen to U.S. dollars.
As of December 31, 2021, the unrealized loss that will be reclassified from accumulated other comprehensive income to
earnings over the next twelve months is immaterial. Gains and losses on forward exchange contracts that qualify for hedge
accounting are classified in cost of products in 2021 and 2020, and totaled a (loss) gain of $(2) million and $2 million,
respectively. There were no ineffective portions of the derivatives recorded in 2021 and 2020.
We hedge certain intercompany accounts receivable and intercompany loans with forward exchange contracts. Typically, as
these derivatives hedge existing amounts that are denominated in foreign currencies, the derivatives do not qualify for hedge
accounting. Realized and unrealized gains and losses on forward exchange contracts that do not qualify for hedge accounting are
recognized immediately in earnings. The net foreign exchange gains or losses on these derivatives were immaterial in each of
2021 and 2020. Foreign currency gains or losses are classified in other expense, net. The cash flows resulting from forward
exchange contracts are classified in our consolidated statements of cash flows as part of cash flows from operating activities. We
do not hold or issue derivative financial instruments for trading purposes.
Recently Issued Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.”
This standard provides temporary optional expedients and exceptions to accounting guidance on contract modifications and
hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered
Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The standard was effective upon issuance and
generally can be applied through December 31, 2022. In January 2021, the FASB issued ASU 2021-01, “Reference Rate
Reform (Topic 848): Scope.” The amendments in this update clarify that certain optional expedients and exceptions in Topic
848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining,
discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this update to the
expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing
guidance to derivative instruments affected by the discounting transition. The amendments in this update do not apply to
contract modifications made after December 31, 2022, new hedging relationships entered into after December 31, 2022, and
existing hedging relationships evaluated for effectiveness in periods after December 31, 2022, except for hedging relationships
existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through
the end of the hedging relationship (including periods after December 31, 2022). The adoption of the requirements of these
standards has not resulted in a material impact on our financial position, results of operations and cash flows, but the adoption
of the requirements may impact us in the future.
54
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market Risk and Sensitivity Analysis
Our primary exposures to market risks include fluctuations in interest rates on our Term Loan Facility, as defined and as
described further in Item 7 of this Annual Report on Form 10-K, and investment portfolio, as well as fluctuations in foreign
currency exchange rates.
Foreign Exchange Rate Risk
We mainly enter into forward exchange contracts to reduce currency exposure arising from intercompany sales of
inventory. We also enter into forward exchange contracts to reduce foreign exchange risks arising from the change in fair value
of certain foreign currency denominated assets and liabilities.
We had forward exchange contracts with notional amounts totaling $240 million outstanding and a net fair value asset of $3
million at December 31, 2021. We had forward exchange contracts with notional amounts totaling $176 million outstanding and a
net fair value liability of $7 million at December 31, 2020. The potential fair value loss for a hypothetical 10% adverse change in
the currency exchange rate on our forward exchange contracts at December 31, 2021 and 2020 would be immaterial.
Interest Rate Risk
We hold our cash, cash equivalents and short-term investments for working capital purposes. Some of the securities we
invest in are subject to market risk. This means that a change in prevailing interest rates may cause the principal amount of
such investments to fluctuate. To minimize this risk, we maintain our portfolio of cash, cash equivalents and short-term
investments in a variety of securities, including money market funds and government debt securities. Due to the short-term
nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of our
investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future interest
income. The effect of a hypothetical 10% increase or decrease in overall interest rates would not have had a material impact on
our operating results or the total fair value of our portfolio.
We enter into various interest rate swap agreements as described further in “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Derivatives” that exchange the variable LIBOR rate to a fixed rate, to manage
the exposure to interest rate fluctuations associated with the variable LIBOR interest rate paid on the outstanding balance of the
Term Loan Facility.
We are exposed to market risks related to fluctuations in interest rates related to our Term Loan Facility. As of December
31, 2021, we owed $824 million, with $524 million at a variable interest rate of 1.75% plus LIBOR, and $300 million at a fixed
interest rate of 2.309%, plus the applicable credit spread, which was 1.75% at December 31, 2021. We performed a sensitivity
analysis on the outstanding portion of our debt obligations as of December 31, 2021. Should the current average interest rate
increase or decrease by 10%, the resulting annual increase or decrease to interest expense at December 31, 2021 would be
immaterial.
Currency Option Agreements
In conjunction with financing the proposed acquisition of Atotech, we expect to issue EUR 500 million term loan debt. At
the expected close, a portion of those proceeds will refinance Atotech’s existing EUR 200 million term loan, the balance to be
converted into USD in support of the USD purchase price. We purchased foreign currency option contracts to hedge the
conversion of EUR 300 million into USD. We had foreign currency option contracts with notional amounts totaling EUR 300
million outstanding and a net fair value asset of $3 million at December 31, 2021. The potential fair value loss for a
hypothetical 10% adverse change in the currency exchange rate on our forward currency option contracts at December 31,
2021 would be immaterial.
55
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of MKS Instruments, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of MKS Instruments, Inc. and its subsidiaries (the “Company”)
as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income, of
stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related
notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, 2021
appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the
Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2021 in conformity with accounting principles generally accepted in the United
States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013)
issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included
in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement,
whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material
respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement
of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Photon Control
Inc. (“Photon Control”) from its assessment of internal control over financial reporting as of December 31, 2021 because it was
acquired by the Company in a purchase business combination during 2021. We have also excluded Photon Control from our
audit of internal control over financial reporting. Photon Control is a wholly-owned subsidiary whose total assets and total
revenues excluded from management’s assessment and our audit of internal control over financial reporting represent
approximately 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
56
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relate to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or
complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Acquisition of Photon Control Inc. (“Photon Control”) – Valuation of Completed Technology Intangible Asset
As described in Note 5 to the consolidated financial statements, the Company completed its acquisition of Photon Control for a
total net purchase price of $268.4 million, which resulted in recording a $110 million completed technology intangible asset.
The fair value of the acquired completed technology intangible asset was determined using the income approach. In performing
the valuation for the intangible asset, the key underlying assumptions used included the appropriate discount rate as well as
forecasted revenue growth rates, gross profit and operating margins.
The principal considerations for our determination that performing procedures relating to the acquisition of Photon Control -
valuation of completed technology intangible asset is a critical audit matter are the significant judgment by management when
developing the fair value of the acquired completed technology intangible asset, which in turn led to a high degree of auditor
judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the
forecasted revenue growth rates and the discount rate. In addition, the audit effort involved the use of professionals with
specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the
acquisition accounting, including controls over management’s valuation of the acquired completed technology intangible asset
and controls over the development of significant assumptions related to the forecasted revenue growth rates and the discount
rate. These procedures also included, among others, (i) reading the purchase agreement and (ii) testing management’s process
for estimating the fair value of the acquired completed technology intangible asset. Testing management’s process included
evaluating the appropriateness of the income approach, testing the completeness and accuracy of data provided by
management, and evaluating the reasonableness of significant assumptions related to the forecasted revenue growth rates and
the discount rate for the completed technology intangible asset. Evaluating the reasonableness of the forecasted revenue
growth rates involved considering the past performance of the acquired business and industry forecasts. Professionals with
specialized skill and knowledge were used to assist in the evaluation of the Company’s income approach and the discount rate
assumption.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 28, 2022
We have served as the Company’s auditor since 1981.
57
MKS Instruments, Inc.
Consolidated Balance Sheets
(in millions, except per share data)
December 31,
2021
2020
Current assets:
ASSETS
Cash and cash equivalents
Short-term investments
Trade accounts receivable, net of allowance for doubtful accounts of
$3.6 and $2.0 at December 31, 2021 and 2020, respectively
Inventories
Other current assets
Total current assets
Property, plant and equipment, net
Right-of-use assets
Goodwill
Intangible assets, net
Long-term investments
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt
Accounts payable
Accrued compensation
Income taxes payable
Lease liabilities
Deferred revenue and customer advances
Other current liabilities
Total current liabilities
Long-term debt, net
Non-current deferred taxes
Non-current accrued compensation
Non-current lease liability
Other non-current liabilities
Total liabilities
Commitments and contingencies (Note 23)
Stockholders’ equity:
Preferred stock, $0.01 par value, 2 shares authorized; none issued
and outstanding
Common stock, no par value, 200 shares authorized; 55.5
and 55.2 shares issued and outstanding at December
31, 2021 and 2020, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive (loss) income
Total stockholders’ equity
Total liabilities and stockholders' equity
$
$
$
$
$
966.3
76.4
$
$
442.6
576.7
85.3
2,147.3
325.3
184.3
1,228.2
576.0
6.2
73.0
4,540.3
9.0
168.1
131.9
25.1
18.0
37.5
71.2
460.8
807.9
99.1
49.3
192.6
44.0
1,653.7
608.3
227.7
392.7
501.4
74.3
1,804.4
284.3
184.4
1,066.4
512.2
6.5
45.6
3,903.8
14.5
110.6
117.9
18.3
15.8
31.2
65.6
373.9
815.0
59.2
49.5
187.4
57.9
1,542.9
—
—
0.1
906.7
1,991.0
(11.2)
2,886.6
4,540.3
$
0.1
873.2
1,487.3
0.3
2,360.9
3,903.8
The accompanying notes are an integral part of the consolidated financial statements.
58
MKS Instruments, Inc.
Consolidated Statements of Operations and Comprehensive Income
(in millions, except per share data)
Net revenues:
Products
Services
Total net revenues
Cost of revenues:
Products
Services
Total cost of revenues (exclusive of amortization shown separately
below)
Gross profit
Research and development
Selling, general and administrative
Acquisition and integration costs
Restructuring and other
Amortization of intangible assets
Asset impairment
COVID-19 related net credits
Fees and expenses related to repricing of Term Loan Facility
Gain on sale of long-lived assets
Income from operations
Interest income
Interest expense
Other expense, net
Income before income taxes
Provision for income taxes
Net income
Other comprehensive income, net of tax:
Changes in value of financial instruments designated as cash flow
hedges
Foreign currency translation adjustments
Unrecognized pension loss
Unrealized gain on investments
Total comprehensive income
Net income per share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
$
$
$
$
$
$
Years Ended December 31,
2020
2019
2021
$
$
$
$
$
$
2,578.6
371.0
2,949.6
1,370.9
198.5
1,569.4
1,380.2
200.0
385.1
29.8
11.1
55.3
—
—
—
—
698.9
0.6
25.4
8.6
665.5
114.1
551.4
20.0
(31.5)
—
—
539.9
9.95
9.90
55.4
55.7
2,014.8
315.2
2,330.0
1,106.4
174.1
1,280.5
1,049.5
173.1
353.1
3.8
9.4
55.2
2.3
(1.2)
—
—
453.8
1.4
29.1
3.1
423.0
72.9
350.1
$
$
(10.6) $
34.7
(1.7)
0.2
372.7
$
$
$
6.36
6.33
55.1
55.3
1,611.3
288.5
1,899.8
913.5
155.9
1,069.4
830.4
164.1
330.3
37.3
7.0
67.4
4.7
—
6.6
(6.8)
219.8
5.4
44.1
3.3
177.8
37.4
140.4
(10.0)
(6.2)
(0.5)
—
123.7
2.57
2.55
54.7
55.1
The accompanying notes are an integral part of the consolidated financial statements.
59
MKS Instruments, Inc.
Consolidated Statements of Stockholders’ Equity
(in millions, except per share data)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Accumulated
Other
Total
Retained Comprehensive Stockholders'
Earnings
(Loss) Income
Equity
Balance at December 31, 2018
Net issuance under stock-based plans
Settlement of share-based compensation
awards(1)
Stock-based compensation
Cash dividend ($0.80 per common share)
Stock dividends accrued
Comprehensive income (net of tax):
Net income
Other comprehensive loss
Balance at December 31, 2019
Net issuance under stock-based plans
Stock-based compensation
Cash dividend ($0.80 per common share)
Comprehensive income (net of tax):
Net income
Other comprehensive income
Balance at December 31, 2020
Net issuance under stock-based plans
Stock-based compensation
Cash dividend ($0.86 per common share)
Stock dividends accrued
Comprehensive income (net of tax):
Net income
Other comprehensive loss
Balance at December 31, 2021
54.0 $
0.6
0.1 $
793.9 $ 1,084.8 $
(11.0)
(5.6) $
1,873.2
(11.0)
54.6
0.6
55.2
0.3
0.1
0.1
30.6
50.3
0.5
864.3
(20.7)
29.6
873.2
(3.3)
36.7
0.1
(43.5)
(0.5)
140.4
1,181.2
(44.0)
350.1
1,487.3
(47.6)
(0.1)
551.4
(16.7)
(22.3)
22.6
0.3
55.5 $
0.1 $
906.7 $ 1,991.0 $
(11.5)
(11.2) $
30.6
50.3
(43.5)
—
140.4
(16.7)
2,023.3
(20.7)
29.6
(44.0)
350.1
22.6
2,360.9
(3.3)
36.7
(47.6)
—
551.4
(11.5)
2,886.6
(1)
Represents the vested but unissued portion of Electro Scientific Industries, Inc. (“ESI”) share-based compensation
awards as of the acquisition date of February 1, 2019 as described further in Note 5.
The accompanying notes are an integral part of the consolidated financial statements.
60
MKS Instruments, Inc.
Consolidated Statements of Cash Flows
(in millions)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization
Unrealized (gain) loss on derivatives not designated as
hedging instruments
Amortization of inventory step-up adjustment to fair value
Amortization of debt issuance costs and original issue
discount
Stock-based compensation
Provision for excess and obsolete inventory
Deferred income taxes
Asset impairment
Other
Changes in operating assets and liabilities, net of businesses
acquired:
Trade accounts receivable
Inventories
Income taxes payable
Other current and non-current assets
Current and non-current accrued compensation
Other current and non-current liabilities
Accounts payable
Net cash provided by operating activities
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired
Purchases of investments
Maturities of investments
Sales of investments
Proceeds from sale of assets
Purchases of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities:
Net proceeds from short and long-term borrowings
Payments of short and long-term borrowings
Net payments related to employee stock awards
Dividend payments
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest
Income taxes
Years Ended December 31,
2020
2019
2021
$
551.4
$
350.1
$
140.4
104.1
(4.2)
—
2.3
36.7
16.2
1.2
—
3.3
(52.7)
(91.7)
1.3
(0.3)
17.0
(0.6)
55.5
639.5
(268.4)
(497.0)
478.3
169.2
—
(86.7)
(204.6)
1.0
(15.2)
(3.3)
(47.6)
(65.1)
(11.8)
358.0
608.3
966.3
23.0
109.9
$
$
$
99.2
(0.4)
—
2.7
29.5
24.8
(7.1)
2.3
0.7
(44.8)
(52.2)
21.6
40.9
19.4
5.5
21.0
513.2
—
(522.4)
332.4
72.5
—
(84.9)
(202.4)
27.0
(83.8)
(20.7)
(44.0)
(121.5)
4.4
193.7
414.6
608.3
26.3
65.6
$
$
$
110.0
0.1
7.6
7.1
49.2
24.7
(4.2)
4.7
(6.6)
(0.1)
(29.3)
(12.4)
(9.8)
(4.2)
(8.5)
(24.2)
244.5
(988.6)
(246.3)
142.6
166.9
42.1
(63.9)
(947.2)
642.2
(111.5)
(11.0)
(43.5)
476.2
(3.2)
(229.7)
644.3
414.6
39.9
35.5
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
61
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
1)
Business Description
MKS Instruments, Inc. (“MKS” or the “Company”) was founded in 1961 and is a global provider of instruments,
systems, subsystems and process control solutions that measure, monitor, deliver, analyze, power and control critical
parameters of advanced manufacturing processes to improve process performance and productivity for its customers. The
Company’s products are derived from its core competencies in pressure measurement and control, flow measurement and
control, gas and vapor delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery,
power generation and delivery, vacuum technology, temperature sensing, lasers, photonics, optics, precision motion control,
vibration control and laser-based manufacturing systems solutions. The Company also provides services relating to the
maintenance and repair of its products, installation services and training. The Company’s primary served markets include
semiconductor, industrial technologies, life and health sciences, and research and defense.
2)
Basis of Presentation
The consolidated financial statements include the accounts of MKS Instruments, Inc. and its wholly owned subsidiaries.
All intercompany accounts and transactions have been eliminated in consolidation.
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at
the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-
going basis, management evaluates its estimates and judgments, including those related to revenue recognition and allowance
for doubtful accounts, inventory valuation, warranty costs, pension plan valuations, stock-based compensation, intangible
assets, goodwill, other long-lived assets, in process research and development and income taxes. Management bases its
estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions.
3)
Summary of Significant Accounting Policies
Revenue from Contracts with Customers
The Company accounts for revenue using Accounting Standards Codification (“ASC”) 606 (“ASC 606”). The Company
applies ASC 606 using the following steps:
•
•
•
•
•
Identify the contract with a customer
Identify the performance obligations in the contract
Determine the transaction price
Allocate the transaction price to performance obligations in the contract
Recognize revenue when or as the Company satisfies a performance obligation
Revenue is recognized when or as obligations under the terms of a contract with the Company’s customer has been
satisfied and control has transferred to the customer. The majority of the Company’s performance obligations, and associated
revenue, are transferred to customers at a point in time, generally upon shipment of a product to the customer or receipt of the
product by the customer and without significant judgments. Installation services are not significant and are usually completed
in a short period of time (normally less than two weeks) and therefore, recorded at a point in time when the installation services
are completed, rather than over time as they are not material. Extended warranty, service contracts, and repair services, which
are transferred to the customer over time, are recorded as revenue as the services are performed. For repair services, the
Company makes an accrual at quarter end based upon historical repair times within its product groups to record revenue based
upon the estimated number of days completed to date, which is consistent with ratable recognition. Customized products with
no alternative future use to the Company, and that have an enforceable right to payment for performance completed to date, are
62
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
also recorded over time. The Company considers this to be a faithful depiction of the transfer to the customer of revenue over
time as the work is performed or service is delivered, ratably over time. These adjustments were not material for 2021 or 2020.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods
or providing services. Performance obligations promised in a contract are identified based on the products or services that will
be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or
service either on its own or together with other resources that are readily available from third parties or from the Company, and
are distinct in the context of the contract, whereby the transfer of the product or service is separately identifiable from other
promises in the contract. Sales, value add, and other taxes the Company collects concurrent with revenue-producing activities
are excluded from revenue. The Company’s normal payment terms are 30 to 60 days, but vary by the type and location of its
customers and the products or services offered. For certain products and services and customer types, the Company requires
payment before the products or services are delivered to, or performed for, the customer. None of the Company’s contracts as
of December 31, 2021 contained a significant financing component.
Contracts with Multiple Performance Obligations
The Company periodically enters into contracts with its customers in which a customer may purchase a combination of
goods and or services, such as products with installation services or extended warranties. These contracts include multiple
promises that the Company evaluates to determine if the promises are separate performance obligations. Once the Company
determines the performance obligations, the Company then determines the transaction price, which includes estimating the
amount of variable consideration to be included in the transaction price, if any. To the extent the transaction price includes
variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction
price utilizing either the expected value method or the most likely amount method depending on the method the Company
expects to better predict the amount of consideration to which it will be entitled. There are no constraints on the variable
consideration recorded. The Company then allocates the transaction price to each performance obligation in the contract based
on a relative stand-alone selling price charged separately to customers or using an expected cost-plus-margin method. The
corresponding revenues are recognized when or as the related performance obligations are satisfied, which are noted above.
The impact of variable consideration was immaterial during 2021, 2020 and 2019.
Deferred Revenues
The Company’s standard assurance warranty period is normally 12 to 24 months. The Company sells separately priced
service contracts and extended warranty contracts related to certain of its products. The separately priced contracts generally
range from 12 to 60 months. The Company normally receives payment at the inception of the contract and recognizes revenue
over the term of the agreement in proportion to the costs expected to be incurred in satisfying the obligations under the
contract. The Company has elected to use the practical expedient related to disclosing the remaining performance obligations
as of December 31, 2021 and 2020, as the majority have a duration of less than one year.
Costs to Obtain and Fulfill a Contract
The Company expenses sales commissions when incurred because the amortization period would have been one year or
less. These costs are recorded within selling, general and administration expenses. The Company has elected to recognize the
costs for freight and shipping when control over products has transferred to the customer as an expense in cost of sales.
Product revenues, excluding revenue from certain custom products, is recorded at a point in time, while the majority of
service revenues and revenue from certain custom products is recorded over time.
Accounts Receivable Allowances
Accounts receivable allowances include sales returns and bad debt allowances. The Company monitors and tracks the
amount of product returns and reduces revenue at the time of shipment for the estimated amount of such future returns, based
on historical experience. The Company makes estimates evaluating its allowance for doubtful accounts. The Company
continuously monitors collections and payments from its customers and maintains a provision for estimated credit losses based
upon its historical experience and any specific customer collection issues that it has identified.
63
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Research and Development
Research and development costs are expensed as incurred and consist mainly of compensation-related expenses and
project materials. The Company’s research and development efforts include numerous projects, which generally have a
duration of 3 to 30 months. Acquired in-process research and development (“IPR&D”) expenses, if acquired in a business
combination, are capitalized at fair value as an intangible asset until the related project is completed, are then amortized over
the estimated useful life of the product. The Company monitors projects and, if they are abandoned, the Company writes them
off.
Advertising Costs
Advertising costs are expensed as incurred and were immaterial in 2021, 2020 and 2019.
Leases
The Company accounts for leases under ASC 842, “Leases”. Under ASC 842, a contract is or contains a lease when the
Company has the right to control the use of the identified asset. The Company determines if an arrangement is a lease at
inception of the contract, which is the date on which the terms of the contract are agreed to and the agreement creates
enforceable rights and obligations. The commencement date of the lease is the date that the lessor makes an underlying asset
available for use.
The Company determines if the lease is an operating or finance lease at the lease commencement date based upon the
terms of the lease and the nature of the asset. The lease term used to calculate the lease liability includes options to extend or
terminate the lease when it is reasonably certain that the option will be exercised. The Company does not have material
financing leases.
The Company measures the lease liability as the present value of future lease payments, discounted using the discount
rate for the lease at the commencement date. The Company is typically unable to determine the implicit interest rate, so it uses
an incremental borrowing rate based on the lease term and economic environment at commencement date. The ROU asset is
initially measured as the amount of the lease liability, adjusted for any initial lease costs, prepaid lease payments and reduced
by any lease incentives.
The Company’s contracts often include non-lease components such as common area maintenance. MKS has elected the
practical expedient to account for the lease and non-lease components as a single lease component. For leases with a term of
one year or less the Company has elected not to record the lease asset or liability. The lease payments are recognized in the
consolidated statement of earnings on a straight-line basis over the lease term. The Company includes lease costs within cost of
revenues and operating expenses.
Stock-Based Compensation
The accounting for share-based compensation expense requires the measurement and recognition of compensation
expense for all share-based payment awards made to employees and directors based on estimated fair values. For restricted
stock units (“RSUs”), the fair value is measured on the date of grant and expensed normally over a three-year period. The
Company also provides certain employees with the opportunity to purchase shares through its 2014 Employee Stock Purchase
Plan (“2014 ESPP”). The Company estimates the fair value of shares issued under the 2014 ESPP using the Black-Scholes
pricing model, which incorporates a number of complex and subjective variables, including expected stock price volatility over
the term of the awards, expected life, risk-free interest rate and expected dividends.
Management determined that blended volatility, a combination of historical and implied volatility, is more reflective of
market conditions and a better indicator of expected volatility than historical or implied volatility alone. The assumptions used
in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve
inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses
different assumptions, stock-based compensation expense could be materially different in the future.
64
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Accumulated Other Comprehensive Income
For foreign subsidiaries where the functional currency is the local currency, assets and liabilities are translated into U.S.
dollars at the current exchange rate on the balance sheet date. Revenue and expenses are translated at average rates of exchange
prevailing during the year. Translation adjustments resulting from this process are recorded to Accumulated Other
Comprehensive Income (“OCI”). Unrealized gains and losses on securities classified as available-for-sale and unrecognized
pension gains and losses are included in OCI in consolidated stockholders’ equity. For derivative instruments designated as
cash-flow hedges and interest rate swap hedges, the effective portion of the derivative’s gain (loss) is initially reported as a
component of OCI and is subsequently recognized in earnings when the hedged exposure is recognized in earnings.
Net Income Per Share
Basic net income per share is based on the weighted average number of common shares outstanding and diluted net
income per share is based on the weighted average number of common shares outstanding and all potential dilutive common
equivalent shares outstanding. The dilutive effect of equity awards are determined under the treasury stock method using the
average market price for the period. Common equivalent shares are included in the per share calculations when the effect of
their inclusion would be dilutive.
Cash and Cash Equivalents and Investments
All highly liquid investments with a maturity date of three months or less at the date of purchase are considered to be
cash equivalents. The appropriate classification of investments in securities is determined at the time of purchase. Debt
securities that the Company does not have the intent and ability to hold to maturity are classified as “available-for-sale” and are
carried at fair value.
The Company classifies investments with maturity dates greater than twelve months in short-term investments rather
than long-term investments. This method classifies these securities as current based on the nature of the securities and the
availability for use in current operations. The Company believes this method is preferable because it is more reflective of the
Company’s assessment of its overall liquidity position.
The Company reviews its investment portfolio on a quarterly basis to identify and evaluate individual investments that
have indications of possible impairment. The factors considered in determining whether a loss is other-than-temporary include:
the length of time and extent to which fair market value has been below the cost basis, the financial condition and near-term
prospects of the issuer, credit quality, and the Company’s ability to hold the investment for a period of time sufficient to allow
for any anticipated recovery in fair value.
Concentrations of Credit Risk
The Company’s significant concentrations of credit risk consist principally of cash and cash equivalents, investments,
forward exchange contracts, interest rate swaps and trade accounts receivable. The Company maintains cash and cash
equivalents with financial institutions, including some banks with which it had borrowings. The Company maintains
investments primarily in U.S. Treasury and government agency securities and corporate debt securities. The Company enters
into forward currency contracts with high credit-quality financial institutions in order to minimize credit risk exposure.
The Company’s largest customers are primarily concentrated in the semiconductor industry, and a limited number of
these customers account for a significant portion of the Company’s revenues. The Company regularly monitors the
creditworthiness of its customers and believes it has adequately provided for potential credit loss exposures. Credit is extended
for all customers based primarily on financial condition, and collateral is not required.
During 2021, 2020 and 2019, approximately 62%, 59% and 49% of the Company’s net revenues, respectively, were from
sales to semiconductor capital equipment manufacturers and semiconductor device manufacturers. One customer represented
approximately 18% of the Company’s accounts receivable balance as of December 31, 2021 and 2020.
Inventories
Inventories are stated at the lower of cost or net realizable value, cost being determined using a standard costing system
which approximates cost based on a first-in, first-out method. The Company regularly reviews inventory quantities on hand
65
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
and records a provision to write-down excess and obsolete inventory to its estimated net realizable value, if less than cost,
based primarily on its estimated forecast of product demand.
Property, Plant and Equipment
Property, plant and equipment are stated at cost. Expenditures for major renewals and betterments that extend the useful
lives of property, plant and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as
incurred. When assets are sold or otherwise disposed of, the cost and related accumulated depreciation are eliminated from the
accounts and any resulting gain or loss is recognized in earnings.
Depreciation is provided on the straight-line method over the estimated useful lives of ten to fifty years for buildings and
building improvements, three to eighteen years for machinery and equipment, furniture and fixtures, office equipment and
software. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the leased
asset.
Acquisition Accounting
The fair value of the consideration exchanged in a business combination is allocated to tangible assets and identifiable
intangible assets acquired and liabilities assumed at acquisition date fair value. Goodwill is measured as the excess of the
consideration transferred over the net fair value of identifiable assets acquired and liabilities assumed. The accounting for an
acquisition involves a considerable amount of judgement and estimation. Cost, income, market or a combination of approaches
may be used to establish the fair value of consideration exchanged, assets acquired, and liabilities assumed, depending on the
nature of those items. The valuation approach is determined in accordance with generally accepted valuation methods. Key
areas of estimation and judgment may include the selection of valuation approaches, cost of capital, market characteristics, cost
structure, impacts of synergies, and estimates of terminal value, among other factors.
While the Company uses estimates and assumptions as part of the purchase price allocation process to estimate the value
of assets acquired and liabilities assumed, estimates are inherently uncertain and subject to refinement. During the
measurement period, which maybe up to one year from the acquisition date, the Company may record adjustments to the assets
acquired and liabilities assumed, with a corresponding offset to goodwill, to the extent that adjustments are identified to the
preliminary purchase price allocation. Upon conclusion of the measurement period, or final determination of the value of the
assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to results of
operations.
Intangible Assets
Intangible assets resulting from the acquisitions of businesses are estimated by management based on the fair value of
assets acquired. These include acquired customer lists, technology, patents, trademarks, trade names and IPR&D. Intangible
assets are amortized from one to eighteen years on a straight-line basis which represents the estimated periods of benefit and
the expected pattern of consumption.
Goodwill
Goodwill is the amount by which the cost of acquired net assets exceeded the fair value of those net assets on the date of
acquisition. The Company allocates goodwill to reporting units at the time of acquisition or when there is a change in the
reporting structure and bases that allocation on which reporting units will benefit from the acquired assets and liabilities.
Reporting units are defined as operating segments or one level below an operating segment, referred to as a component. The
Company assesses goodwill for impairment on an annual basis as of October 31 or more frequently when events and
circumstances occur indicating that the recorded goodwill may be impaired.
The estimated fair value of the Company’s reporting units is based on discounted cash flow models derived from internal
earnings and internal and external market forecasts. Determining fair value requires the exercise of significant judgment,
including judgments about appropriate discount and terminal growth rates, as well as forecasted revenue, gross profit and
operating margins. Discount rates are based on a weighted average cost of capital (“WACC”), which represents the average
rate a business must pay its providers of debt and equity. The WACC used to test goodwill is derived from a group of
comparable companies. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity.
66
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The Company makes every effort to forecast these future cash flows as accurately as possible with the information available at
the time the forecast is developed.
In performing the Company’s annual goodwill impairment test, the Company is permitted to first assess qualitative
factors to determine whether it is more likely than not that the fair value of the Company’s reporting unit is less than its
carrying amount, including goodwill. In performing the qualitative assessment, the Company considers certain events and
circumstances specific to the reporting unit and to the entity as a whole, such as macroeconomic conditions, industry and
market considerations, overall financial performance and cost factors when evaluating whether it is more likely than not that
the fair value of the reporting unit is less than its carrying amount. The Company is also permitted to bypass the qualitative
assessment and proceed directly to the quantitative test. If the Company chooses to undertake the qualitative assessment and
concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company
would then proceed to the quantitative impairment test. In the quantitative assessment, the Company compares the fair value of
the reporting unit to its carrying amount, which includes goodwill. If the fair value exceeds the carrying value, no impairment
loss exists. If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.
As of October 31, 2021, the Company performed its annual impairment assessment of goodwill by performing a
qualitative analysis for all of its reporting units and determined that it is more likely than not that the fair values of the
reporting units exceed their carrying amount.
Impairment of Long-Lived Assets
The Company evaluates the recoverability of its long-lived assets whenever events and changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable. This periodic review may result in an adjustment of
estimated depreciable lives or asset impairment. When indicators of impairment are present, the carrying values of the asset are
evaluated in relation to their operating performance and future undiscounted cash flows of the underlying business. If the future
undiscounted cash flows are less than their carrying value, impairment exists. The impairment is measured as the difference
between the carrying value and the fair value of the underlying asset. Fair values are based on estimates of market prices and
assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying
degrees of perceived risk.
Foreign Exchange
The functional currency of the majority of the Company’s foreign subsidiaries is the applicable local currency. For those
subsidiaries, assets and liabilities are translated to U.S. dollars at year-end exchange rates. Income and expense accounts are
translated at the average exchange rates prevailing during the year. The resulting translation adjustments are included in
accumulated other comprehensive (loss) income in consolidated stockholders’ equity. Foreign exchange transaction gains and
losses are classified in other income/expense in the statement of operations and comprehensive income.
Net foreign exchange losses resulting from re-measurement were $8.7, $3.5 and $3.6 for the years ended December 31,
2021, 2020, and 2019, respectively, and are included in other expense, net. These amounts do not reflect the corresponding
gain (loss) from foreign exchange forward contracts, which are included in cost of sales. See Note 9 regarding foreign
exchange contracts.
Employee Benefit Plans
The majority of the Company’s employees participate in defined contribution plans, whereby the Company, at its
discretion, makes certain matching contributions based on participating employees’ annual contribution to the plan and their
total compensation.
The Company also has defined benefit retirement plans at certain of its foreign subsidiaries. The Company accounts for
these plans based on the provisions of ASC Topic 715, “Compensation-Retirement Benefits.” Some of the key assumptions
used to calculate the pension expense and projected benefit obligation include the discount rate, rate of forecasted salary
increases, the expected long-term rate of return on plan assets and expected mortality. The obligation for these claims and the
related periodic costs are measured using actuarial techniques and assumptions. Actuarial gains and losses are deferred and
amortized over future periods.
67
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Income Taxes
The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective income tax bases, and also for operating loss and tax credit carryforwards. On
a quarterly basis, the Company evaluates both the positive and negative evidence that affects the realizability of net deferred
tax assets and assesses the need for a valuation allowance. The future benefit to be derived from its deferred tax assets is
dependent upon its ability to generate sufficient future taxable income in each jurisdiction of the right type to realize the assets.
The Company records a valuation allowance to reduce its net deferred tax assets to the amount that is expected to be realized.
To the extent the Company establishes a valuation allowance an expense will be recorded as a component of the provision for
income taxes on the statement of operations.
Accounting for income taxes requires a two-step approach to recognize and measure uncertain tax positions. The first
step is to evaluate the tax position for recognition by determining if, based on the technical merits, it is more likely than not
that the position will be sustained upon audit, including resolutions of related appeals or litigation processes, if any. The second
step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but
not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit
activity. Any change in these factors could result in the recognition of a tax benefit or an additional charge to the tax provision.
Income tax effects resulting from changes in tax law are accounted for by the Company in the period in which the law is
enacted and the effects are recorded as a component of provision for income taxes from continuing operations.
4)
Recently Issued or Adopted Accounting Pronouncements
In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with
Customers" ("ASU No. 2021-08"). ASU No. 2021-08 will require companies to apply the definition of a performance
obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue)
relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer
generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract
liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in
the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree
before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022,
with early adoption permitted. The Company adopted this ASU during the fourth quarter of 2021 and the adoption of this ASU
did not have a material impact on its financial position, results of operations and cash flows.
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting.” This standard provides temporary optional expedients and exceptions to
accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market
transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.
The standard was effective upon issuance and generally can be applied through December 31, 2022. In January 2021, the
FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” The amendments in this update clarify that certain
optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative
instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of
reference rate reform. Amendments in this update to the expedients and exceptions in Topic 848 capture the incremental
consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting
transition. The amendments in this update do not apply to contract modifications made after December 31, 2022, new hedging
relationships entered into after December 31, 2022, and existing hedging relationships evaluated for effectiveness in periods
after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that apply certain optional
expedients in which the accounting effects are recorded through the end of the hedging relationship (including periods after
December 31, 2022). The Company’s adoption of the requirements of these standards has not resulted in a material impact on
its financial position, results of operations and cash flows, but the adoption of the requirements may impact the Company in the
future.
68
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740).” This standard simplifies the
accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also
improve consistent application and simplify U.S. GAAP for other areas of Topic 740 by clarifying and amending existing
guidance. This standard is effective for annual periods, and interim periods within those fiscal years, beginning after December
15, 2020. The Company adopted this ASU during the first quarter of 2021 and the adoption of this ASU did not have a material
impact on its financial position, results of operations and cash flows.
5)
Acquisitions
Photon Control
On July 15, 2021, the Company completed its acquisition of Photon Control Inc. (“Photon Control”), a Canadian
corporation (the “Photon Control Acquisition”), pursuant to a definitive agreement (the “Arrangement Agreement”). Photon
Control designs, manufactures and distributes a wide range of optical sensors and systems to measure temperature and position
used in semiconductor wafer fabrication. At the effective time of the Photon Control Acquisition and pursuant to the terms and
conditions of the Arrangement Agreement, each share of Photon Control’s common stock issued and outstanding as of
immediately prior to the effective time of the Photon Control Acquisition, was converted into the right to receive CAD 3.60 per
share in cash, without interest and subject to deduction for any required withholding tax. The Company funded the payment of
the aggregate consideration with available cash on hand. Photon Control is included in the Company’s Light & Motion
segment.
The Photon Control Acquisition has helped the Company deliver on one of its long-term strategic objectives, which is to
broaden its portfolio of key technologies to better serve its customers. The Photon Control Acquisition further advances the
Company’s strategy to enhance its Surround the Chamber® offering by adding optical sensors for temperature control for
critical etch and deposition applications in semiconductor wafer fabrication.
The purchase price of Photon Control consisted of the following:
Cash paid for outstanding shares (1)
Less: Cash and cash equivalents acquired
Total purchase price, net of cash and cash equivalents acquired
$
$
302.7
(34.3)
268.4
(1)
Represents cash paid of CAD 3.60 per share for approximately 105.2 shares of Photon Control common stock, without
interest and subject to deduction for any required withholding tax.
Under the acquisition method of accounting, the total estimated acquisition consideration is allocated to the acquired
tangible and intangible assets and assumed liabilities of Photon Control based on their fair values as of the acquisition
date. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to
goodwill. The Company expects that none of such goodwill or intangible assets will be deductible for tax purposes. The
Company believes the amount of goodwill relative to identifiable intangible assets relates to enhancing the Company’s
Surround the Chamber® offering by adding optical sensors for temperature control for critical etch and deposition applications
in semiconductor wafer fabrication.
69
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and
liabilities assumed at the date of the Photon Control Acquisition:
Current assets
Intangible assets
Goodwill
Other non-current assets
Total assets acquired
Current liabilities
Non-current deferred taxes
Other long-term liabilities
Total liabilities assumed
Fair value of assets acquired and liabilities assumed
Less: Cash and cash equivalents acquired
Total purchase price, net of cash and cash equivalents acquired
$
$
51.4
121.2
168.0
8.6
349.2
13.7
32.1
0.7
46.5
302.7
(34.3)
268.4
The acquired intangible assets are being amortized on a straight-line basis, which approximates the economic use of the
assets over their estimated useful lives.
The following table reflects the allocation of the acquired intangible assets and related estimate of useful lives:
Completed technology
Customer relationships
Trade names
Backlog
$
$
9 years
10 years
0.5 years
1.5 years
110.0
9.4
0.2
1.6
121.2
The fair value of the acquired intangible assets was determined using the income approach. In performing these
valuations, the key underlying assumptions used included the appropriate discount rates as well as forecasted revenue growth
rates, gross profit and operating margins. Fair value estimates are based on complex series of judgments about future events
and uncertainties and rely heavily on estimates and assumptions. The valuations were based on the information that was
available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by the Company’s
management. There are inherent uncertainties and management judgment required in these determinations. This acquisition
resulted in a purchase price that exceeded the estimated fair value of tangible and intangible assets, the excess amount of which
was allocated to goodwill.
The results of operations of the Photon Control business from the Photon Control Acquisition closing date of July 15,
2021 through December 31, 2021, were not material to the Company's results of operations. The acquisition was also not
material to the Company’s results of operations, for the periods presented, on a pro forma basis.
Electro Scientific Industries, Inc.
On February 1, 2019, the Company completed its acquisition of Electro Scientific Industries, Inc. (“ESI”) pursuant to an
Agreement and Plan of Merger, dated as of October 29, 2018 (the “Merger Agreement”), by and among the Company, EAS
Equipment, Inc., formerly a Delaware corporation and a wholly-owned subsidiary of the Company, and ESI (the “ESI
Merger”). At the effective time of the ESI Merger and pursuant to the terms and conditions of the Merger Agreement, each
share of ESI’s common stock that was issued and outstanding immediately prior to the effective time of the ESI Merger was
converted into the right to receive $30.00 in cash, without interest and subject to deduction of any required withholding tax.
The Company funded the payment of the aggregate consideration with a combination of the Company’s available cash on hand
and the proceeds from the Company’s Term Loan Facility, as defined and as described further in Note 15.
ESI provides laser-based manufacturing systems solutions for the micro-machining industry that enable customers to
optimize production. Its market is composed primarily of flexible and rigid printed circuit board (“PCB”)
processing/fabrication and passive component manufacturing and testing. ESI solutions incorporate specialized laser
70
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
technology and proprietary control software to efficiently process the materials and components that are an integral part of
electronic devices and systems.
The purchase price of ESI consisted of the following:
Cash paid for outstanding shares (1)
Settlement of share-based compensation awards (2)
Total purchase price
Less: cash and cash equivalents acquired
Total purchase price, net of cash and cash equivalents acquired
$
$
1,032.7
30.6
1,063.3
(44.1)
1,019.2
(1)
(2)
Represents cash paid of $30.00 per share for approximately 34.4 shares of ESI common stock, without interest and
subject to a deduction for any required withholding tax.
Represents the vested but unissued portion of ESI share-based compensation awards as of the acquisition date of
February 1, 2019.
Under the acquisition method of accounting, the total acquisition consideration is allocated to the acquired tangible and
intangible assets and assumed liabilities of ESI based on their fair values as of the acquisition date. Any excess of the
acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. The Company
expects that none of such goodwill and intangible assets will be deductible for tax purposes.
The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and
liabilities assumed at the date of the ESI Merger:
Current assets (excluding inventory)
Inventory
Intangible assets
Goodwill
Property, plant and equipment
Long-term assets
Total assets acquired
Current liabilities
Non-current deferred taxes
Other long-term liabilities
Total liabilities assumed
Fair value of assets acquired and liabilities assumed
Less: Cash and cash equivalents acquired
Total purchase price, net of cash and cash equivalents acquired
$
$
208.0
81.7
316.2
474.0
65.5
9.6
1,155.0
51.5
33.0
7.2
91.7
1,063.3
(44.1)
1,019.2
The fair value write-up of acquired finished goods inventory was $7.6, the amount of which was expensed over the
period during which the acquired inventory was sold. For the year ended December 31, 2019, the Company recorded $7.6 of
incremental cost of sales charges associated with the fair value write-up of inventory acquired in the ESI Merger.
The fair value write-up of acquired property, plant and equipment of $39.2 will be amortized over the estimated useful
life of the applicable assets, excluding the fair value write-up in the value of land. Property, plant and equipment was valued at
its value-in-use, unless there was a known plan to dispose of the asset.
The acquired intangible assets are being amortized on a straight-line basis, which approximates the economic use of the
asset.
71
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The following table reflects the allocation of the acquired intangible assets and related useful lives:
Completed technology - Laser
Completed technology - Non-Laser
Trademarks and trade names
Customer relationships
Backlog
$
$
255.7
18.3
14.4
25.4
2.4
316.2
12 years
10 years
7 years
10 years
1 year
The fair value of the acquired intangible assets was determined using the income approach. In performing these
valuations, the key underlying assumptions used included the appropriate discount rates as well as forecasted revenue growth
rates, gross profit and operating margins. Fair value estimates are based on complex series of judgments about future events
and uncertainties and rely heavily on estimates and assumptions. The valuations were based on the information that was
available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by the Company’s
management. There are inherent uncertainties and management judgment required in these determinations. This acquisition
resulted in a purchase price that exceeded the estimated fair value of tangible and intangible assets, the excess amount of which
was allocated to goodwill. The Company believes the amount of goodwill relative to identifiable intangible assets relates to
several factors, including broadening its position in key industrial markets to complementary solutions, and leveraging
component and systems expertise to provide robust solutions to meet customer evolving technology needs.
The results of this acquisition were included in the Company’s consolidated statement of operations beginning on
February 1, 2019. The Company’s Equipment & Solutions reportable segment was created in conjunction with the ESI Merger.
Certain executives from ESI had severance provisions in their respective ESI employment agreements. The agreements
included terms that were accounted for as dual-trigger arrangements. Through the Company’s acquisition accounting, the
expense relating to these benefits was recognized in the combined entity’s financial statements. The Company recorded costs
of $2.7 and $14.0 in acquisition and integration costs as compensation expense and stock-based compensation expense,
respectively, for the year ended December 31, 2019 associated with these severance provisions. The restricted stock units and
stock appreciation rights that were eligible for accelerated vesting if the executive exercised his or her rights but were not
issued as of each reporting period-end, were excluded from the computation of basic earnings per share and included in the
computation of diluted earnings per share for such reporting period.
The Company’s consolidated net revenue and earnings for the year ended December 31, 2019 include the following
amounts of revenue and earnings of ESI since the acquisition date:
Total net revenues
Net loss
Net loss per share:
Basic
Diluted
Year Ended
December 31,
2019
$
$
$
$
183.7
(33.5)
(0.61)
(0.61)
72
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Pro Forma Results
The following unaudited pro forma financial information presents the combined results of operations of the Company as
if the ESI Merger had occurred on January 1, 2018. The unaudited pro forma financial information is not necessarily indicative
of what the Company’s condensed consolidated results of operations actually would have been had the acquisition occurred at
the beginning of the year. In addition, the unaudited pro forma financial information does not attempt to project the future
results of operations of the combined Company.
Total net revenues
Net income
Net income per share:
Basic
Diluted
Year Ended
December 31,
2019
$
$
$
$
1,914.6
171.5
3.14
3.11
The unaudited pro forma financial information above gives effect primarily to the following:
(1)
Incremental amortization and depreciation expense related to the estimated fair value of identifiable intangible
assets and property, plant and equipment from the purchase price allocation.
(2) Revenue and cost of goods sold adjustments as a result of the reduction in deferred revenue and the cost related to
their estimated fair value.
(3)
(4)
(5)
(6)
Incremental interest expense related to the Term Loan Facility, as defined in Note 15.
The exclusion of acquisition costs and inventory step-up amortization.
The exclusion of debt issuance costs due to the modification of the Term Loan Facility.
The estimated tax impact of the above adjustments.
6)
Revenue from Contracts with Customers
Contract assets as of December 31, 2021 and 2020 were $4.1 and $3.7, respectively, and were included in other current
assets.
A roll forward of the Company’s deferred revenue and customer advances is as follows:
Beginning balance, January 1(1)
Additions to deferred revenue and customer advances
Amount of deferred revenue and customer advances recognized in income
Ending balance, December 31(2)
$
$
36.7
172.5
(168.9)
40.3
$
$
24.8
107.4
(95.5)
36.7
2021
2020
(1)
(2)
Beginning deferred revenue and customer advances as of January 1, 2021 included $18.3 of current deferred revenue,
$5.6 of long-term deferred revenue and $12.8 of current customer advances. Beginning deferred revenue and customer
advances as of January 1, 2020 included $12.4 of current deferred revenue, $3.3 of long-term deferred revenue and $9.1
of current customer advances.
Ending deferred revenue and customer advances as of December 31, 2021 included $16.6 of current deferred revenue,
$2.8 of long-term deferred revenue and $20.9 of current customer advances. Ending deferred revenue and customer
advances as of December 31, 2020 included $18.3 of current deferred revenue, $5.6 of long-term deferred revenue and
$12.8 of current customer advances.
73
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Disaggregation of Revenue
The following table summarizes revenue from contracts with customers:
Net revenues:
Products
Services
Total net revenues
Net revenues:
Products
Services
Total net revenues
Net revenues:
Products
Services
Total net revenues
Year Ended December 31, 2021
Vacuum &
Analysis
Light &
Motion
Equipment &
Solutions
Total
$
$
1,629.0
232.5
1,861.5
$
$
742.5
70.9
813.4
$
$
207.1
67.6
274.7
Year Ended December 31, 2020
Vacuum &
Analysis
Light &
Motion
Equipment &
Solutions
$
$
1,222.4
183.5
1,405.9
$
$
621.9
67.7
689.6
$
$
170.5
64.0
234.5
Year Ended December 31, 2019
Vacuum &
Analysis
Light &
Motion
Equipment &
Solutions
$
$
819.1
171.4
990.5
$
$
663.7
61.9
725.6
$
$
128.5
55.2
183.7
$
$
$
$
$
$
2,578.6
371.0
2,949.6
Total
2,014.8
315.2
2,330.0
Total
1,611.3
288.5
1,899.8
Refer to Note 21 for revenue by reportable segment, geography and groupings of similar products.
7)
Investments
The following table shows the gross unrealized gains and (losses) aggregated by investment category for available-for-
sale investments:
As of December 31, 2021:
Short-term investments:
Available-for-sale investments:
Time deposits and certificates of deposit
Bankers' acceptance drafts
Commercial paper
U.S. treasury obligations
U.S. agency obligations
As of December 31, 2021:
Long-term investments:
Available-for-sale investments:
Group insurance contracts
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
Cost
$
$
22.0
0.5
41.8
11.5
0.6
76.4
$
$
— $
—
—
—
—
— $
— $
—
—
—
—
— $
22.0
0.5
41.8
11.5
0.6
76.4
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
Cost
$
5.3
$
0.9
$
— $
6.2
74
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
As of December 31, 2020:
Short-term investments:
Available-for-sale investments:
Time deposits and certificates of deposit
Bankers' acceptance drafts
U.S. treasury obligations
As of December 31, 2020:
Long-term investments:
Available-for-sale investments:
Group insurance contracts
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
Cost
$
$
0.7
3.8
223.2
227.7
$
$
— $
—
—
— $
— $
—
—
— $
0.7
3.8
223.2
227.7
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
Cost
$
5.6
$
0.9
$
— $
6.5
The tables above, which show the gross unrealized gains and (losses) aggregated by investment category for available-
for-sale investments as of December 31, 2021 and 2020, reflect the inclusion within short-term investments of investments
with contractual maturities greater than one year from the date of purchase. Management has the ability, if necessary, to
liquidate any of its investments in order to meet the Company’s liquidity needs in the next 12 months. Accordingly, those
investments with contractual maturities greater than one year from the date of purchase are classified as short-term on the
accompanying balance sheets.
Interest income is accrued as earned. Dividend income is recognized as income on the date the security trades “ex-
dividend.” Realized gains or losses are reflected in income and were not material in 2021, 2020 and 2019.
8)
Fair Value Measurements
In accordance with the provisions of fair value accounting, a fair value measurement assumes that the transaction to sell an
asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most
advantageous market for the asset or liability and defines fair value based upon an exit price model.
The fair value measurement guidance establishes a fair value hierarchy, which requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of
inputs that may be used to measure fair value:
Level 1
Level 2
Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are
those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing
information on an ongoing basis.
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices
in markets that are not active; or other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities
with quoted prices that are traded less frequently than exchange-traded instruments or securities or derivative
contracts that are valued using a pricing model with inputs that are observable in the market or can be derived
principally from or corroborated by observable market data.
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined
using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for
which the determination of fair value requires significant management judgment or estimation.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases,
the Company categorizes such assets and liabilities based on the lowest level input that is significant to the fair value measurement
75
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety
requires judgment and considers factors specific to the asset.
Assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 2021, are
summarized as follows:
Description
Assets:
Cash equivalents:
Money market funds
Commercial paper
U.S. treasury obligations
Available-for-sale securities:
Time deposits and certificates of deposit
Bankers' acceptance drafts
Commercial paper
U.S. treasury obligations
U.S. agency obligations
Group insurance contracts
Derivatives-foreign exchange forward contracts
Derivatives-foreign currency options
Derivatives-interest rate hedge-non-current
Funds in investments and other assets:
Israeli pension assets
Deferred compensation plan assets:
Mutual funds and exchange traded funds
Total assets
Liabilities:
Derivatives – forward exchange contracts
Derivatives – interest rate hedge – non-current
Total liabilities
Reported as follows:
Assets:
Cash and cash equivalents
Short-term investments
Other current assets
Total current assets
Long-term investments
Other assets
Total long-term assets
Liabilities:
Other current liabilities
Other liabilities
Fair Value Measurements at Reporting Date Using
Significant
Quoted Prices in
Unobservable
Active Markets for
Inputs
Identical Assets
(Level 3)
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
December 31,
2021
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
$
$
$
$
$
$
$
55.4 $
0.1
175.0
55.4 $
—
—
— $
0.1
175.0
—
—
—
—
—
—
—
—
—
—
—
55.4 $
— $
—
— $
55.4 $
—
—
55.4 $
— $
—
— $
— $
— $
22.0
0.5
41.8
11.5
0.6
6.2
3.5
3.4
8.7
20.3
1.6
295.2 $
0.6 $
5.0
5.6 $
175.1 $
76.4
6.9
258.4 $
6.2 $
30.6
36.8 $
0.6 $
5.0 $
22.0
0.5
41.8
11.5
0.6
6.2
3.5
3.4
8.7
20.3
1.6
350.6 $
0.6 $
5.0
5.6 $
230.5 $
76.4
6.9
313.8 $
6.2 $
30.6
36.8 $
0.6 $
5.0 $
76
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Assets and liabilities of the Company measured at fair value on a recurring basis as of December 31, 2020, are summarized
as follows:
Description
Assets:
Cash equivalents:
Money market funds
Commercial paper
U.S. treasury obligations
Available-for-sale securities:
Time deposits and certificates of deposit
Bankers' acceptance drafts
U.S. treasury obligations
Group insurance contracts
Funds in investments and other assets:
Israeli pension assets
Deferred compensation plan assets:
Mutual funds and exchange traded funds
Total assets
Liabilities:
Derivatives – forward exchange contracts
Derivatives – interest rate hedge – non-current
Total liabilities
Reported as follows:
Assets:
Cash and cash equivalents
Short-term investments
Total current assets
Long-term investments
Other assets
Total long-term assets
Liabilities:
Other current liabilities
Other liabilities
Money Market Funds
Fair Value Measurements at Reporting Date Using
Significant
Quoted Prices in
Unobservable
Active Markets for
Inputs
Identical Assets
(Level 3)
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
December 31,
2020
$
$
$
$
$
$
$
$
$
$
1.3 $
0.3
62.1
0.7
3.8
223.2
6.5
18.8
1.7
318.4 $
6.5 $
14.0
20.5 $
63.7 $
227.7
291.4 $
6.5 $
20.5
27.0 $
6.5 $
14.0 $
1.3 $
—
—
—
—
—
—
—
—
1.3 $
— $
—
— $
1.3 $
—
1.3 $
— $
—
— $
— $
— $
— $
0.3
62.1
0.7
3.8
223.2
6.5
18.8
1.7
317.1 $
6.5 $
14.0
20.5 $
62.4 $
227.7
290.1 $
6.5 $
20.5
27.0 $
6.5 $
14.0 $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Money market funds are cash and cash equivalents and are classified within Level 1 of the fair value hierarchy.
Available-For-Sale Investments
The Company measures its debt and equity investments at fair value. The Company’s available-for-sale investments are
classified within Level 2 of the fair value hierarchy.
77
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Israeli Pension Assets
Israeli pension assets represent investments in mutual funds, government securities and other time deposits. These
investments are set aside for the retirement benefit of the employees of the Company’s Israeli subsidiaries. These funds are
classified within Level 2 of the fair value hierarchy.
Derivatives
As a result of the Company’s global operating activities, the Company is exposed to market risks from changes in foreign
currency exchange rates and variable interest rates, which may adversely affect its operating results and financial position. When
deemed appropriate, the Company minimizes its risks from foreign currency exchange rate and interest rate fluctuations through
the use of derivative financial instruments. The principal market in which the Company executes its foreign currency contracts,
options and interest rate swaps is the institutional market in an over-the-counter environment with a relatively high level of price
transparency. The market participants usually are large commercial banks. The foreign exchange forward contracts, options and
interest rate hedge are valued using broker quotations, or market transactions and are classified within Level 2 of the fair value
hierarchy.
9)
Derivatives
The Company enters into derivative instruments for risk management purposes only, including derivatives designated as
hedging instruments and those utilized as economic hedges. The Company operates internationally and, in the normal course of
business, is exposed to fluctuations in interest rates and foreign exchange rates. These fluctuations can increase the costs of
financing, investing and operating the business. The Company has used derivative instruments, such as foreign exchange
forward contracts and options, to manage certain foreign currency exposure, and interest rate swaps to manage interest rate
exposure.
By nature, all financial instruments involve market and credit risks. The Company enters into derivative instruments with
major investment grade financial institutions, for which no collateral is required. The Company has policies to monitor the
credit risk of these counterparties. While there can be no assurance, the Company does not anticipate any material non-
performance by any of these counterparties.
Foreign Exchange Contracts
The Company hedges a portion of its forecasted foreign currency-denominated intercompany sales of inventory, over a
maximum period of eighteen months, using foreign exchange forward contracts accounted for as cash-flow hedges related to
British, Euro, Japanese, South Korean and Taiwanese currencies. To the extent these derivatives are effective in off-setting the
variability of the hedged cash flows, and otherwise meet the hedge accounting criteria, changes in the derivatives’ fair value are
not included in current earnings but are included in OCI in stockholders’ equity. These changes in fair value will subsequently
be reclassified into earnings, as applicable, when the forecasted transaction occurs. To the extent that a previously designated
hedging transaction is no longer an effective hedge, any ineffectiveness measured in the hedging relationship is recorded
immediately in earnings in the period it occurs. The cash flows resulting from forward exchange contracts are classified in the
consolidated statements of cash flows as part of cash flows from operating activities. The Company does not enter into
derivative instruments for trading or speculative purposes.
78
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
As of December 31, 2021 and 2020, the Company had outstanding foreign exchange forward contracts with gross
notional values of $240.4 and $176.2, respectively. The following tables provide a summary of the primary net hedging
positions and corresponding fair values held as of December 31, 2021 and 2020:
Currency Hedged (Buy/Sell)
U.S. dollar/Japanese yen
U.S. dollar/South Korean won
U.S. dollar/Euro
U.S. dollar/U.K. pound sterling
U.S. dollar/Taiwan dollar
Total
Currency Hedged (Buy/Sell)
U.S. dollar/Japanese yen
U.S. dollar/South Korean won
U.S. dollar/Euro
U.S. dollar/U.K. pound sterling
U.S. dollar/Taiwan dollar
Total
December 31, 2021
Gross Notional
Value
Fair Value (1)
$
$
$
$
60.2
107.7
15.1
10.7
46.7
240.4
$
$
1.7
1.1
0.3
—
(0.1)
3.0
December 31, 2020
Gross Notional
Value
Fair Value (1)
61.5
62.2
13.1
6.1
33.3
176.2
$
$
(1.1)
(3.1)
(0.6)
(0.3)
(1.4)
(6.5)
(1) Represents the (payable) receivable amount included in the consolidated balance sheet.
The foreign exchange forward contracts are subject to a master netting agreement with one financial institution.
However, the Company has elected to record these contracts on a gross basis in the consolidated balance sheet.
Interest Rate Swap Agreements
The Company entered into various interest rate swap agreements that exchange the variable LIBOR interest rate to a
fixed rate to manage the exposure to interest rate fluctuations associated with the variable LIBOR interest rate paid on the
outstanding balance of the Term Loan Facility, as defined and described further in Note 15. The table below summarizes the
various interest rate hedges entered into by the Company:
Swap
Trade Date
Effective Date
Maturity
1 April 3, 2019 April 5, 2019
October 26,
2021
March 31,
2022
October 29,
2020
October 29,
2020
3
2
March 31,
2023
February 28,
2025
February 28,
2025
Notional
Amount at
Effective
Date
Fixed
Rate
2.309% $
300.0
0.485% $
200.0
0.623% $
100.0
Years Ended
December 31,
2021
Fair
Value
Asset
(Liability)
2020
Fair
Value
(Liability)
Notional
Amount
$
$
$
Total
300.0
$
(5.0) $
(12.4)
200.0
100.0
$
3.9
4.8
3.7
$
(0.7)
(0.9)
(14.0)
The interest rate swaps are recorded at fair value on the balance sheet and changes in the fair value are recognized in
OCI, as these hedges have been determined to be effective. To the extent that these arrangements are no longer effective
79
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
hedges, any ineffectiveness measured in the hedging relationships is recorded immediately in earnings in the period it occurs.
The fair value of the interest rate swaps is classified in other assets or non-current liabilities, accordingly, in the consolidated
balance sheet.
Currency Option Agreements
In conjunction with financing the proposed acquisition of Atotech Limited (“Atotech”), the Company expects to issue
EUR 500.0 in term loan debt. At the expected close, a portion of those proceeds will settle Atotech’s existing EUR 200.0 term
loan and the EUR 300.0 balance will be converted into USD in support of the USD purchase price. The Company purchased
foreign currency option contracts to fix the conversion of EUR 300.0 into USD as noted below:
Trade Date
October 26,
2021
Effective Date
October 26,
2021
Fixed
Rate
Notional
Amount in
EUR
Notional
Amount in USD
Year Ended
December 31, 2021
Fair Value Asset
Maturity
January 31,
2022 $1.1615
$
300.0
$
348.3
$
3.0
The currency swaps are recorded at fair value on the balance sheet and changes in the fair value are recognized
immediately in earnings. The fair value asset is classified in other current assets in the consolidated balance sheet. The
Company recorded an unrealized gain of $3.4 in 2021, net of premiums, which is included in other expense, net.
In conjunction with the Photon Control Acquisition, which closed in July 2021, the Company entered into a foreign
currency contract to hedge the Canadian dollar purchase price. In 2021, the Company recorded a fair value realized loss of
$10.3, which is included in other expense, net.
The following table provides a summary of the gain (loss) on derivatives designated as cash flow hedging instruments:
Derivatives Designated as Cash Flow Hedging Instruments
Forward exchange contracts:
Net gain (loss) recognized in OCI, net of tax (1)
Net (loss) gain reclassified from OCI into income (2)
Years Ended December 31,
2020
2019
2021
$
$
20.0
$
(1.5) $
(10.6) $
$
1.7
(10.0)
5.7
(1)
(2)
Net change in the fair value of the effective portion classified in OCI.
Effective portion classified in cost of products. The tax effect of the gains or losses reclassified from accumulated OCI
into income is immaterial.
The following table provides a summary of gain (loss) on derivatives not designated as cash flow hedging instruments:
Derivatives Not Designated as Cash Flow Hedging Instruments
Forward exchange contracts:
Net gain (loss) recognized in income (1)
2021
$
Years Ended December 31,
2020
4.8
$
(1.5) $
2019
(1.3)
(1)
The Company enters into foreign exchange forward contracts to hedge against changes in the balance sheet for certain
subsidiaries to mitigate the risk associated with certain foreign currency transactions in the ordinary course of business.
These derivatives are not designated as cash flow hedging instruments and gains or losses from these derivatives are
recorded immediately in other expense, net.
80
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
10)
Inventories
Inventories consist of the following:
Raw material
Work-in-process
Finished goods
Total
Years Ended December 31,
2020
2021
$
$
393.8
82.5
100.4
576.7
$
$
321.3
76.7
103.4
501.4
Inventory-related excess and obsolete charges of $16.2, $24.8 and $24.7 were recorded in cost of products and services
in the years ended December 31, 2021, 2020 and 2019, respectively.
11) Property, Plant and Equipment
Property, plant and equipment consist of the following:
Land
Buildings and building improvements
Machinery and equipment
Furniture and fixtures, office equipment and software
Leasehold improvements
Construction in progress
Less: accumulated depreciation
Total
Years Ended December 31,
2020
2021
$
$
11.9
132.8
428.1
186.7
151.7
27.2
938.4
613.1
325.3
$
$
12.3
120.2
397.8
187.1
95.4
70.6
883.4
599.1
284.3
Depreciation of property, plant and equipment totaled $48.8, $44.0 and $42.6 for the years ended 2021, 2020 and 2019,
respectively.
12) Leases
The Company has various operating leases for real estate and non-real estate items. The non-real estate leases are mainly
comprised of automobiles but also include office equipment and other lower-valued items. The Company does not have any
finance leases.
The elements of lease expense were as follows:
Lease cost:
Operating lease (1)
Short-term lease
Total lease cost
Years Ended December 31,
2020
2021
$
$
27.6
4.5
32.1
$
$
29.2
4.9
34.1
(1)
Operating lease cost includes an immaterial amount of variable expenses, offset by certain sublease rental income.
The weighted average discount rate and the weighted average remaining lease term were 3.0% and 14.2 years,
respectively, as of December 31, 2021. The weighted average discount rate and the weighted average remaining lease term
were 3.0% and 15 years, respectively, as of December 31, 2020. Operating cash flows used for operating leases for the years
81
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
ended December 31, 2021 and 2020 were $18.0 and $13.0, respectively. Operating cash flows used for operating leases for the
years ended December 31, 2021 and 2020 were net of $5.0 and $10.3, respectively, in tenant improvement allowance receipts.
In 2019, the Company sold two properties in Boulder, Colorado, and three properties in Portland, Oregon, the latter of
which were part of sale and leaseback transactions and leased back the buildings over varying terms into 2021. Total net cash
proceeds received for these two transactions were $41.2 and the Company recognized a net gain on the sale of these long-lived
assets of $6.8.
Future lease payments under non-cancelable leases as of December 31, 2021 are detailed as follows:
Year Ending December 31,
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: imputed interest
Total lease liabilities
Operating Leases
24.0
22.6
21.0
18.8
16.7
158.1
261.2
50.6
210.6
$
$
The 2022 lease payment amount of $24.0 is net of tenant improvement allowances of $1.3. Amounts presented above do
not include payments relating to immaterial leases excluded from the balance sheet as well as leases with terms of less than
twelve months.
13) Goodwill and Intangible Assets
Goodwill
The Company’s methodology for allocating the purchase price relating to purchase acquisitions is determined through
established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over
the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. The Company
assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition.
Typically acquisitions relate to a single reporting unit and thus do not require the allocation of goodwill to multiple reporting
units.
Goodwill and purchased intangible assets with indefinite useful lives are not amortized but are reviewed for impairment
annually during the fourth quarter of each fiscal year and whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. The process of evaluating the potential impairment of goodwill and
intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors
including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability
that may impact future operating results.
Effective January 1, 2021, the Company reassigned goodwill to certain reporting units within the Light & Motion
reportable segment, resulting from a reorganization of the composition of reporting units. The goodwill was reassigned to the
reporting units affected using the relative fair value approach. The Company also concluded that the fair value of each
reporting unit exceeded its respective carrying value.
82
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The changes in the carrying amount of goodwill and accumulated impairment losses were as follows:
Beginning balance at January 1
Acquired goodwill (1)
Impairment of goodwill (2)
Foreign currency translation
Ending balance at December 31
Gross
Carrying
Amount
2021
Accumulated
Impairment
Loss
$
$
1,211.8
168.0
—
(6.2)
1,373.6
$
$
(145.4) $
—
—
—
(145.4) $
Gross
Carrying
Amount
2020
Accumulated
Impairment
Loss
1,202.8
—
—
9.0
1,211.8
$
$
(144.3) $
—
(1.1)
—
(145.4) $
Net
1,066.4
168.0
—
(6.2)
1,228.2
$
$
Net
1,058.5
—
(1.1)
9.0
1,066.4
(1)
(2)
During the year ended December 31, 2021, the Company recorded goodwill related to the Photon Control Acquisition.
During the year ended December 31, 2020, the Company recorded goodwill impairment charges related to the pending
closure of a facility in Europe.
Intangible Assets
The Company’s acquired intangible assets are comprised of the following:
As of December 31, 2021
Completed technology(1)
Customer relationships(1)
Patents, trademarks, trade names and other(1)
Accumulated
Impairment
Charges
Accumulated
Amortization
Foreign
Currency
Translation
Gross
$
$
556.4
317.6
122.7
996.7
$
$
(0.1) $
(1.4)
—
(1.5) $
(241.7) $
(124.2)
(52.5)
(418.4) $
(0.2) $
(0.2)
(0.4)
(0.8) $
Net
314.4
191.8
69.8
576.0
(1)
During the year ended December 31, 2021, the Company recorded $121.2 of separately identified intangible assets related
to the Photon Control Acquisition, representing $110.0 in completed technology, $9.4 in customer relationships and $1.8
in patents, trademarks, trade names and other.
As of December 31, 2020
Completed technology
Customer relationships
Patents, trademarks, trade names and other
Accumulated
Impairment
Charges
Accumulated
Amortization
Foreign
Currency
Translation
Gross
$
$
446.4
308.2
120.9
875.5
$
$
(0.1) $
(1.4)
—
(1.5) $
(209.8) $
(104.8)
(48.6)
(363.2) $
(0.1) $
1.7
(0.2)
1.4 $
Net
236.4
203.7
72.1
512.2
Aggregate amortization expense related to acquired intangible assets for 2021, 2020 and 2019 was $55.3, $55.2 and
$67.4, respectively. Aggregate net amortization expense related to acquired intangible assets for future years is:
Year
2022
2023
2024
2025
2026
Thereafter
Amount
$
59.6
58.2
57.3
56.3
52.7
236.0
The Company excluded $55.9 of indefinite-lived trademarks and trade names that were not subject to amortization from
the table above.
83
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
14)
Product Warranties
The Company provides for the estimated costs to fulfill customer warranty obligations upon the recognition of the related
revenue. While the Company engages in extensive product quality programs and processes, including actively monitoring and
evaluating the quality of its component suppliers, the Company’s warranty obligation is affected by shipment volume, product
failure rates, utilization levels, material usage and supplier warranties on parts delivered to the Company. Should actual product
failure rates, utilization levels, material usage, or supplier warranties on parts differ from the Company’s estimates, revisions to
the estimated warranty liability would be required.
Product warranty activities were as follows:
Beginning balance
Provision for product warranties
Assumed product warranty liability from Photon Control Acquisition
Direct and other charges to warranty liability
Ending balance(1)
Years Ended December 31,
2020
2021
$
$
18.4
38.1
0.6
(36.0)
21.1
$
$
14.9
28.3
—
(24.8)
18.4
(1)
Short-term product warranties of $19.7 and long-term product warranties of $1.4, each as of December 31, 2021, are
included within other current liabilities and other non-current liabilities, respectively, within the accompanying
consolidated balance sheet. Short-term product warranties of $15.6 and long-term product warranties of $2.8, each as of
December 31, 2020, are included within other current liabilities and other non-current liabilities, respectively, within the
accompanying consolidated balance sheet.
15)
Debt
The Company’s outstanding debt is as follows:
Short-term debt:
Term Loan Facility
Japanese lines of credit and financing facility
Long-term debt:
Term Loan Facility, net(1)
December 31,
2021
December 31,
2020
9.0
—
9.0
$
$
9.0
5.5
14.5
December 31,
2021
December 31,
2020
807.9
$
815.0
$
$
$
(1)
Net of remaining deferred financing fees, original issuance discount and repricing fees in the aggregate of $7.5 and $9.4
as of December 31, 2021 and December 31, 2020, respectively.
The Company recognized interest expense of $25.4, $29.1 and $44.1 for the years ended December 30, 2021, 2020 and
2019, respectively.
Senior Secured Term Loan Credit Facility
In connection with the completion of the acquisition of Newport Corporation (“Newport”) in 2016 (the “Newport
Merger”), the Company entered into a term loan credit agreement (as amended, the “Term Loan Credit Agreement”) with
Barclays Bank PLC, as administrative agent and collateral agent, and the lenders from time to time party thereto, which
provided a senior secured term loan credit facility (the “Term Loan Facility”) in the original principal amount of $780.0. The
Company has entered into seven amendments to the Term Loan Credit Agreement since 2016, including most recently the May
Term Loan Amendment (as defined below). The Term Loan Facility is subject to increase at the Company’s option and subject
to receipt of lender commitments in accordance with the Term Loan Credit Agreement. The maturity date of the Term Loan
84
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Facility is February 2, 2026. As of December 31, 2021, borrowings under the Term Loan Facility bear interest per annum at
one of the following rates selected by the Company: (a) a base rate determined by reference to the highest of (1) the federal
funds effective rate plus 0.50%, (2) the “prime rate” quoted in The Wall Street Journal, (3) a LIBOR rate determined by
reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for certain additional costs,
plus 1.00%, and (4) a floor of 1.00%, plus, in each case, an applicable margin of 0.75%; or (b) a LIBOR rate determined by
reference to the costs of funds for U.S. dollar deposits for the interest period relevant to such borrowing adjusted for certain
additional costs, subject to a LIBOR rate floor of 0.0%, plus an applicable margin of 1.75%. The Company has elected the
interest rate as described in clause (b) of the foregoing sentence. The Term Loan Credit Agreement provides that, unless an
alternate rate of interest is agreed, all loans will be determined by reference to the base rate if the LIBOR rate cannot be
ascertained, if regulators impose material restrictions on the authority of a lender to make LIBOR rate loans, or for other
reasons.
In May 2021, the Company entered into an amendment (the “May Term Loan Amendment”) to the Term Loan Credit
Agreement. The May Term Loan Amendment amends the Term Loan Facility to, among other things, (i) increase the
Company’s ability to incur additional incremental debt facilities to (x) the greater of (1) $600.0 and (2) 100% of consolidated
EBITDA, plus (y) an amount equal to the sum of all voluntary prepayments of term loans under the Term Loan Facility, plus
(z) an additional unlimited amount subject to pro forma compliance with a secured leverage ratio test of 3.25:1.00, and
(ii) increase the Company’s flexibility under certain debt, lien, investment, restricted payment and disposition baskets. The fees
incurred, including certain customary lender consent fees, in connection with the May Term Loan Amendment were
immaterial.
The Company is required to make scheduled quarterly amortization payments each equal to 0.25% of the original
principal amount of the Term Loan Facility.
As of December 31, 2021, after giving effect to all amendments and repayments prior to such date, the outstanding
principal amount of the Term Loan Facility was $824.4, and the interest rate was 1.8%.
Under the Term Loan Credit Agreement, the Company is required to prepay outstanding term loans, subject to certain
exceptions, with portions of its annual excess cash flow as well as with the net cash proceeds of certain of its asset sales,
certain casualty and condemnation events and the incurrence or issuance of certain debt.
All obligations under the Term Loan Facility are guaranteed by certain of the Company’s domestic subsidiaries and are
secured by substantially all of the Company’s assets and the assets of such subsidiaries, subject to certain exceptions and
exclusions.
The Term Loan Credit Agreement contains customary representations and warranties, affirmative and negative covenants
and provisions relating to events of default. If an event of default occurs, the lenders under the Term Loan Facility will be
entitled to take various actions, including the acceleration of amounts due under the Term Loan Facility and all actions
generally permitted to be taken by a secured creditor. At December 31, 2021, the Company was in compliance with all
covenants under the Term Loan Credit Agreement.
Interest Rate Swap Agreements
The Company entered into various interest rate swap agreements as described further in Note 9 that exchange the
variable LIBOR interest rate to a fixed rate in order to manage the exposure to interest rate fluctuations associated with the
variable LIBOR interest rate paid on the outstanding balance of the Term Loan Facility.
Senior Secured Asset-Based Revolving Credit Facility
In February 2019, in connection with the completion of the acquisition of Electro Scientific Industries, Inc. (the “ESI
Merger”), the Company entered into an asset-based revolving credit agreement with Barclays Bank PLC, as administrative
agent and collateral agent, the other borrowers from time to time party thereto, and the lenders and letters of credit issuers from
time to time party thereto (the “ABL Credit Agreement”), that provides a senior secured asset-based revolving credit facility of
up to $100.0, subject to a borrowing base limitation (the “ABL Facility”). The Company has entered into two amendments to
the ABL Credit Agreement since 2019. As of December 31, 2021, after giving effect to all amendments, the borrowing base
85
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
for the ABL Facility at any time equals the sum of: (a) 85% of certain eligible accounts; plus (b) prior to certain notice and
field examination and appraisal requirements, the lesser of (i) 20% of net book value of eligible inventory in the United States
and (ii) 30% of the borrowing base, and after the satisfaction of such requirements, the lesser of (i) the lesser of (A) 65% of the
lower of cost or market value of certain eligible inventory and (B) 85% of the net orderly liquidation value of certain eligible
inventory and (ii) 30% of the borrowing base; minus (c) reserves established by the administrative agent, in each case, subject
to additional limitations and examination requirements for eligible accounts and eligible inventory acquired in an acquisition
after February 1, 2019. The ABL Facility includes borrowing capacity in the form of letters of credit up to $25.0. The
Company has not borrowed against the ABL Facility to date.
As of December 31, 2021, borrowings under the ABL Facility bear interest at a rate per annum equal to, at the
Company’s option, any of the following, plus, in each case, an applicable margin: (a) a base rate determined by reference to the
highest of (1) the federal funds effective rate plus 0.50%, (2) the “prime rate” quoted in The Wall Street Journal, (3) a LIBOR
rate determined by reference to the costs of funds for U.S. dollar deposits for an interest period of one month adjusted for
certain additional costs, plus 1.00% and (4) a floor of 0.00%, plus, in each case, an applicable margin ranging from 0.25% to
0.50%; and (b) a LIBOR rate determined by reference to the costs of funds for U.S. dollar deposits for the interest period
relevant to such borrowing adjusted for certain additional costs, with a floor of 0.00%, plus, in each case, an applicable margin
ranging from 1.25% to 1.50%. The applicable margin for borrowings thereunder is subject to upward or downward adjustment
each fiscal quarter, based on the average historical excess availability during the preceding quarter.
In addition to paying interest on any outstanding principal under the ABL Facility, the Company is required to pay a
commitment fee in respect of the unutilized commitments thereunder equal to 0.25% per annum. The Company must also pay
customary letter of credit fees and agency fees.
Under the ABL Facility, the Company is required to prepay amounts outstanding under the ABL Facility (1) if amounts
outstanding under the ABL Facility exceed the lesser of (a) the commitment amount and (b) the borrowing base, in an amount
required to reduce such shortfall, (2) if amounts outstanding under the ABL Facility in any currency other than U.S. dollars
exceed the sublimit for such currency, in an amount required to reduce such shortfall, and (3) during any period in which the
Company has excess availability less than the greater of (a) 10.0% of the lesser of (x) the commitment amount and (y) the
borrowing base (the “Line Cap”) and (b) $8.5 for 3 consecutive business days, until the time when the Company has excess
availability equal to or greater than the greater of (A) 10.0% of the Line Cap and (B) $8.5 for 30 consecutive days, or during
the continuance of an event of default, with immediately available funds in its blocked accounts.
There is no scheduled amortization under the ABL Facility. Any principal amount outstanding under the ABL Facility is
due and payable in full on the fifth anniversary of the closing date, subject to a springing maturity in the event that term loans
under the Term Loan Facility in an aggregate amount of at least $100.0 have an earlier maturity date than the ABL Facility.
All obligations under the ABL Facility are guaranteed by certain of the Company’s domestic subsidiaries and are secured
by substantially all of the Company’s assets and the assets of such subsidiaries, subject to certain exceptions and exclusions.
From the time when the Company has excess availability less than the greater of (a) 10.0% of the Line Cap and (b) $8.5
until the time when the Company has excess availability equal to or greater than the greater of (a) 10.0% of the Line Cap and
(b) $8.5 for 30 consecutive days, or during the continuance of an event of default, the ABL Credit Agreement requires the
Company to maintain a fixed charge coverage ratio, tested on the last day of each fiscal quarter, of at least 1.0 to 1.0.
The ABL Credit Agreement also contains customary representations and warranties, affirmative covenants and
provisions relating to events of default. If an event of default occurs, the lenders under the ABL Facility will be entitled to take
various actions, including the acceleration of amounts due under the ABL Facility and all actions permitted to be taken by a
secured creditor.
86
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Lines of Credit and Borrowing Arrangements
The Company’s Japanese subsidiaries have lines of credit and a financing facility with various financial institutions,
many of which generally expire and are renewed at three-month intervals with the remaining having no expiration date. The
lines of credit and financing facility provided for aggregate borrowings as of December 31, 2021 of up to an equivalent of
$29.1. There were no borrowings outstanding under these arrangements at December 31, 2021. Total borrowings outstanding
under these arrangements were $5.5 at December 31, 2020.
Contractual maturities of the Company’s debt obligations as of December 31, 2021 are as follows:
Year
2022
2023
2024
2025
2026
16)
Income Taxes
Amount
$
A reconciliation of the Company’s effective tax rate to the U.S. federal statutory rate is as follows:
U.S. federal income tax statutory rate
Federal tax credits
State income taxes, net of federal benefit
Effect of foreign operations taxed at various rates
Executive compensation
Gain on intercompany sale of assets
Utilization of a capital loss
Foreign derived intangible income deduction
Global intangible low taxed income, net of foreign tax credits
Revaluation of deferred income taxes
Stock-based compensation
Deferred tax asset valuation allowance
Release of income tax reserves (including interest)
Withholding taxes on foreign dividends, net of foreign tax credits
Other
Years Ended December 31,
2020
2019
2021
21.0%
(0.7)
1.5
(4.5)
0.9
—
—
(1.7)
0.5
—
(0.5)
(0.8)
(0.6)
1.5
0.4
17.1%
21.0%
(1.5)
1.1
(5.0)
1.1
—
—
(1.5)
0.9
—
(0.7)
0.6
—
0.7
0.5
17.2%
9.0
9.0
9.0
9.0
788.4
21.0%
(2.9)
2.3
(4.4)
5.8
2.9
(1.2)
(3.8)
2.6
(1.4)
(0.3)
0.1
(0.8)
0.6
0.6
21.1%
87
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The components of income from operations before income taxes and the related provision for income taxes consist of the
following:
Income before income taxes:
United States
Foreign
Current taxes:
United States
State
Foreign
Deferred taxes:
United States
State and Foreign
Provision for income taxes
Years Ended December 31,
2020
2019
2021
$
$
$
$
249.0
416.5
665.5
37.8
10.3
64.8
112.9
4.9
(3.7)
1.2
114.1
$
$
$
$
132.0
291.0
423.0
29.2
6.1
44.7
80.0
(7.9)
0.8
(7.1)
72.9
$
$
$
$
2.3
175.5
177.8
6.8
2.0
32.8
41.6
(1.7)
(2.5)
(4.2)
37.4
The significant components of the deferred tax assets and deferred tax liabilities are as follows:
Deferred tax assets:
Carryforward losses and credits
Inventory and warranty reserves
Accrued expenses and other reserves
Stock-based compensation
Executive supplemental retirement benefits
Lease liability
Unrealized net loss
Other
Total deferred tax assets
Deferred tax liabilities:
Acquired intangible assets and goodwill
Depreciation and amortization
Loan costs
Right-of-use asset
Foreign withholding taxes
Unrealized gain
Total deferred tax liabilities
Valuation allowance
Net deferred tax liabilities
December 31,
2021
2020
$
$
$
$
48.8
37.3
15.8
3.5
1.5
44.7
—
1.0
152.6
$
$
(136.5) $
(23.3)
(2.0)
(41.0)
(6.1)
(1.6)
(210.5)
(26.2)
(84.1) $
54.2
32.4
14.5
5.1
1.8
48.7
4.0
2.7
163.4
(116.2)
(14.5)
(1.8)
(46.4)
(3.2)
—
(182.1)
(30.6)
(49.3)
As of December 31, 2021, the Company had federal, state and foreign gross research and other tax credit carryforwards
of $52.3. Included in the total carryforwards are $12.7 of credits that can be carried forward indefinitely while the remaining
credits expire at various dates through 2037. The Company also had federal, state and foreign gross net operating loss and
capital loss carryforwards of $93.3. Included in the total carryforwards are $51.7 of losses that can be carried forward
indefinitely while the remaining losses expire at various dates through 2039.
88
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Although the Company believes that its tax positions are consistent with applicable U.S. federal, state and international
laws, it maintains certain tax reserves as of December 31, 2021 in the event its tax positions were to be challenged by the
applicable tax authority and additional tax assessed upon audit.
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Balance at beginning of year
(Decreases) increases for prior years
Increases for the current year
Reductions related to expiration of statutes of limitations and audit
settlements
Balance at end of year
Years Ended December 31,
2020
2019
2021
$
$
$
47.0
(0.6)
2.3
(5.6)
43.1
$
43.5
1.1
6.8
(4.4)
47.0
$
$
32.7
9.3
3.2
(1.7)
43.5
The net decrease in gross unrecognized tax benefits was primarily attributable to the release of a reserve related to
federal research tax credits and the expiration of the statutes of limitations, partially offset by the addition of a reserve related
to foreign withholding taxes.
The Company accrues interest and, if applicable, penalties for any uncertain tax positions. Interest and penalties are
classified as a component of income tax expense. As of December 31, 2021, 2020 and 2019, the Company accrued interest on
unrecognized tax benefits of approximately $1.0, $0.7 and $0.5, respectively.
Over the next 12 months it is reasonably possible that the Company may recognize approximately $3.6 of previously net
unrecognized tax benefits, excluding interest and penalties, related to various U.S. federal, state and foreign tax positions,
primarily due to the expiration of statutes of limitations.
The Company is subject to examination by U.S. federal, state and foreign tax authorities. The U.S. federal statute of
limitations remains open for tax years 2018 through the present. The statute of limitations for the Company’s tax filings in
other jurisdictions varies between fiscal years 2015 through present. The Company has certain federal credit carryforwards and
state tax loss and credit carryforwards that are open to examination for tax years 2002 through the present. In addition, the
2017 transition tax remains open for examination.
On a quarterly basis, the Company evaluates both positive and negative evidence that affects the realizability of net
deferred tax assets and assesses the need for a valuation allowance. The future benefit to be derived from its deferred tax assets
is dependent upon its ability to generate sufficient future taxable income to realize the assets.
During 2021, the Company decreased its valuation allowance by $4.4, primarily related to the release of the valuation
allowance on its Austrian entities. During 2020, the Company increased its valuation allowance by $3.2. This increase was
primarily related to certain foreign net operating loss carry-forward amounts. During 2019, the Company increased its
valuation allowance by $9.4. This increase was primarily attributable to the addition of historical valuation allowances for ESI
and its subsidiaries which were included as a result of the ESI Merger during the quarter ended March 31, 2019.
No provision has been made for deferred taxes related to remaining historical outside basis differences in certain of the
Company’s non-US subsidiaries. The Company continues to assert indefinite reinvestment with respect to certain outside basis
differences as of December 31, 2021. Determination of the amount of unrecognized deferred tax liability on such outside basis
differences is not practicable because the amount of such liability, if any, is dependent upon various circumstances and factors,
including availability of tax planning.
Certain of the Company’s subsidiaries have obtained tax rate reductions or tax holidays under government-sponsored
incentive programs. For example, a Singapore subsidiary of the Company obtained a tax holiday in Singapore. The benefits of
the holiday were approximately $0.4 ($0.01 per share) in 2021 and $1.7 ($0.03 per share) in 2020. The tax holiday in
Singapore expired in June 2021 and another tax holiday was granted and expires in June 2026.
89
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
17)
Stock-Based Compensation
Employee Stock Purchase Plans
The 2014 ESPP was adopted by the Board of Directors on February 10, 2014 and approved by the Company’s
stockholders on May 5, 2014. The 2014 ESPP authorizes the issuance of up to an aggregate of 2.5 shares of common stock to
participating employees. Offerings under the 2014 ESPP commence on June 1 and December 1 and terminate on November 30
and May 31, respectively. Under the 2014 ESPP, eligible employees can purchase shares of common stock through payroll
deductions up to 10% of their compensation, up to a defined maximum annual amount. The price at which an employee’s
purchase option is exercised for each offering period is the lower of (1) 90% of the closing price on the common stock on the
Nasdaq Global Select Market on the day that each offering commences, or (2) 90% of the closing price on the day that the
offering terminates. The Company issued 0.1 shares of common stock during each of 2021, 2020 and 2019 to employees who
participated in the 2014 ESPP at exercise prices of $126.00 and $136.94 per share in 2021, $95.07 and $93.77 per share in
2020, and $64.31 and $63.78 per share in 2019. As of December 31, 2021, there were 1.6 shares reserved for future issuance
under the 2014 ESPP.
Equity Incentive Plans
The Company grants RSUs to employees and directors under the 2014 Stock Incentive Plan (the “2014 Plan”). The 2014
Plan is administered by the Compensation Committee of the Company’s Board of Directors. The 2014 Plan is intended to
attract and retain employees and directors, and to provide an incentive for these individuals to assist the Company to achieve
long-range performance goals and to enable these individuals to participate in the long-term growth of the Company.
The 2014 Plan was adopted by the Board of Directors on February 10, 2014 and was approved by the Company’s
stockholders on May 5, 2014. Up to 18 shares of common stock (subject to adjustment in the event of stock splits and other
similar events) may be issued pursuant to awards granted under the 2014 Plan. The Company may grant options, RSUs,
restricted stock, Stock Appreciation Rights (“SARs”) and other stock-based awards to employees, officers, directors,
consultants and advisors under the 2014 Plan. Any full-value awards granted under the 2014 Plan will be counted against the
shares reserved for issuance under the 2014 Plan as 2.4 shares for each share of common stock subject to such award. Any
award granted under the 2014 Plan that is not a full-value award (including, without limitation, any option or SAR) will be
counted against the shares reserved for issuance under the plan as one share for each one share of common stock subject to
such award. “Full-value award” means any RSU, or other stock-based award with a per share price or per unit purchase price
lower than 100% of fair market value on the date of grant. To the extent a share that was subject to an award that counted as
one share is returned to the 2014 Plan, each applicable share reserve will be credited with one share. To the extent that a share
that was subject to an award that counts as 2.4 shares is returned to the 2014 Plan, each applicable share reserve will be
credited with 2.4 shares. As of December 31, 2021, there were 12.2 shares reserved for future issuance under the 2014 Plan.
Time-based RSUs granted to employees generally vest 33% per year beginning on the first anniversary of the date of
grant. Performance-based RSUs granted to the Company’s executive officers in 2021 and 2020 were based on the Company’s
achievement of Non-GAAP EBITDA for each respective year, defined as GAAP operating income excluding any charges or
income not related to the operating performance of the Company plus depreciation and stock compensation expense, set at
varying revenue levels. Performance-based RSUs granted to the Company’s executive officers in 2019 were based on the
Company’s achievement of Non-GAAP cash flows from operations, defined as GAAP net income plus depreciation,
amortization and non-cash stock-based compensation and excluding any charges or income not related to the operating
performance of the Company, set at varying revenue levels. The final number of performance-based RSUs that vest vary based
on the level of performance achieved from 0% to 150% of the underlying target shares granted in 2019 and 2020 and from 0%
to 200% of the underlying target shares granted in 2021. The performance-based RSUs earned will vest 33% per year
beginning on the first anniversary of the date of grant. RSUs granted to certain employees who meet certain retirement
eligibility requirements will vest in full upon each such employee’s retirement and are expensed immediately. RSUs granted to
directors generally vest at the earliest of (1) one day prior to the next annual meeting, (2) 13 months from date of grant, or (3)
the effective date of a change in control of the Company.
90
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The following tables present the activity for RSUs under the 2014 Plan:
RSUs — beginning of period
Granted
Vested
RSUs — end of period
RSUs — beginning of period
Granted
Vested
RSUs — end of period
Year Ended December 31, 2021
Weighted Average
Grant Date Fair
Value
RSUs
$
0.6
$
0.2
(0.3) $
$
0.5
93.26
177.71
95.95
127.93
Year Ended December 31, 2020
Weighted Average
Grant Date Fair
Value
RSUs
$
1.1
0.3
$
(0.8) $
$
0.6
85.93
98.72
85.32
93.26
The Company had an immaterial amount of SARs outstanding as of December 31, 2021 and 2020.
Stock-Based Compensation Expense
The Company recognized the full impact of its share-based payment plans in the consolidated statements of operations
and comprehensive income. The following table reflects the effect of recording stock-based compensation:
Stock-based compensation expense by type of award:
RSUs
Employee stock purchase plan
Total stock-based compensation
Windfall tax effect on stock-based compensation
Net effect on net income
Effect on net earnings per share:
Basic
Diluted
Years Ended December 31,
2020
2019
2021
$
$
$
$
33.8
2.9
36.7
(4.6)
32.1
0.58
0.58
$
$
$
$
27.0
2.5
29.5
(2.4)
27.1
0.49
0.49
$
$
$
$
47.1
2.1
49.2
(2.2)
47.0
0.86
0.85
The pre-tax effect within the consolidated statements of operations and comprehensive income of recording stock-based
compensation was as follows:
Cost of revenues
Research and development expense
Selling, general and administrative expense
Acquisition and integration related expense
Restructuring related expense
Total pre-tax stock-based compensation expense
91
Years Ended December 31,
2020
2019
2021
$
$
3.8
4.5
28.4
—
—
36.7
$
$
4.2
4.0
20.4
0.9
—
29.5
$
$
2.8
3.8
20.5
21.7
0.4
49.2
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Valuation Assumptions
The Company determines the fair value of RSUs based on the closing market price of the Company’s common stock on
the date of the award and estimates the fair value of employee stock purchase plan rights using the Black-Scholes valuation
model. Such values are recognized as expense on a straight-line basis for time-based awards and using the accelerated graded
vesting method for performance-based awards, both over the requisite service periods.
The weighted average fair value per share of employee stock purchase plan rights granted in 2021, 2020 and 2019 was
$33.55, $23.88, and $16.04, respectively. The fair value of employee stock purchase plan rights was estimated using the Black-
Scholes option-pricing model with the following weighted average assumptions:
Employee stock purchase plan rights:
Expected life (years)
Risk-free interest rate
Expected volatility
Expected annual dividends per share
Years Ended December 31,
2020
2019
2021
0.5
0.1%
39.3%
0.88
$
0.5
0.9%
45.4%
0.80
$
0.5
2.4%
38.7%
0.80
$
Expected volatilities are based on a combination of implied and historical volatilities of the Company’s common stock;
the expected life represents the weighted average period of time that options granted are expected to be outstanding giving
consideration to vesting schedules and the Company’s historical exercise patterns; and the risk-free interest rate is based on the
U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.
The total fair value of RSUs vested during 2021, 2020 and 2019 was approximately $56.6, $86.2 and $68.1, respectively.
As of December 31, 2021, the unrecognized compensation cost related to RSUs was approximately $35.6 and will be
recognized over an estimated weighted average amortization period of 1 year.
18)
Stockholders’ Equity
Stock Repurchase Program
On July 25, 2011, the Company’s Board of Directors approved a share repurchase program for the repurchase of up to an
aggregate of $200 of its outstanding common stock from time to time in open market purchases, privately negotiated
transactions or through other appropriate means. The timing and quantity of any shares repurchased will depend upon a variety
of factors, including business conditions, stock market conditions and business development activities, including, but not
limited to, merger and acquisition opportunities. These repurchases may be commenced, suspended or discontinued at any time
without prior notice. The Company has repurchased approximately 2.6 shares of common stock for approximately $127
pursuant to the program since its adoption. During 2021, 2020 and 2019, there were no repurchases of common stock.
Cash Dividends
Holders of the Company’s common stock are entitled to receive dividends when they are declared by the Company’s
Board of Directors. The Company’s Board of Directors declared a cash dividend of $0.20 per share during the first quarter of
2021 and $0.22 per share during the second, third and fourth quarters of 2021, which totaled $47.6 or $0.86 per share. The
Company’s Board of Directors declared a cash dividend of $0.20 per share during each quarter of 2020, which totaled $44.0 or
$0.80 per share.
Future dividend declarations, if any, as well as the record and payment dates for such dividends, are subject to the final
determination of the Company’s Board of Directors.
On February 7, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.22 per share to be paid
on March 11, 2022 to Stockholders of record as of February 28, 2022.
92
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
19) Employee Benefit Plans
The Company has a 401(k) profit-sharing plan for U.S. employees meeting certain requirements, in which eligible
employees may contribute between 1% and 50% of their annual compensation to this plan, and, with respect to employees who
are age 50 and older, certain specified additional amounts, limited by an annual maximum amount determined by the Internal
Revenue Service. The Company, at its discretion, makes certain matching contributions to this plan based on participating
employees’ annual contribution to this plan and their total compensation. The Company’s contributions were $7.6, $7.2 and
$6.9 for 2021, 2020 and 2019, respectively.
The Company also has a small number of defined contribution plans at some of its foreign locations. The Company’s
contributions were immaterial for 2021, 2020 and 2019.
The Company maintains a bonus plan which provides cash awards to certain employees, at the discretion of the
Compensation Committee of the Company’s Board of Directors, based upon the Company’s operating results. In addition, the
Company’s foreign locations also have various bonus plans based upon local operating results and employee performance. The
total bonus expense was $75.6, $66.4 and $32.2 for 2021, 2020 and 2019, respectively.
The Company provides supplemental retirement benefits for a small number of retired executives. The total cost of these
benefits was $0.1, $0.3 and $3.2 for 2021, 2020 and 2019, respectively. The accumulated benefit obligation was $2.6 and $2.5
as of December 31, 2021 and 2020, respectively, and was included in other non-current liabilities.
The Company also assumed deferred compensation plans as a result of the Newport Merger and the ESI Merger.
Participants in the Newport Deferred Compensation Plan were not permitted to make any new elections beginning with 2018
compensation. Participants in the ESI Deferred Compensation Plan were not permitted to make any new elections beginning
with 2020 compensation.
Defined Benefit Pension Plans
The Company has a number of defined benefit pension plans, which cover substantially all of its full-time employees in
France, Germany, Israel, Japan and Taiwan. In addition, the Company has certain pension assets and liabilities relating to its
former employees in the United Kingdom. The German plan is unfunded, as permitted under the plan and applicable laws.
For financial reporting purposes, the Company obtained actuarial reports supporting the calculation of net periodic
pension costs that used a number of actuarial assumptions, including a discount rate for plan obligations, an assumed rate of
return on pension plan assets and an assumed rate of compensation increase for employees covered by the various plans. The
Company reviewed these actuarial assumptions and concluded they were reasonable based upon management’s judgment,
considering known trends and uncertainties. Actual results that differ from these assumptions would impact future expense
recognition and the cash funding requirements of the Company’s pension plans.
The net periodic benefit costs for the plans included the following components:
Service cost
Interest cost on projected benefit obligations
Expected return on plan assets
Amortization of actuarial net loss
Year Ended December 31,
2020
2021
$
$
1.1
0.2
(0.1)
0.7
1.9
$
$
1.0
0.4
(0.1)
0.5
1.8
93
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The changes in projected benefit obligations and plan assets, as well as the ending balance sheet amounts for the
Company’s defined benefit plans, were as follows:
Change in projected benefit obligations:
Projected benefit obligations, beginning of year
Service cost
Interest cost
Contributions by plan participants
Plan amendments
Actuarial loss
Benefits paid
Currency translation adjustments
Projected benefit obligations, end of year
Change in plan assets:
Fair value of plan assets, beginning of year
Company contributions
(Loss) gain on plan assets
Benefits paid
Currency translation adjustments
Fair value of plan assets, end of year
Net underfunded status
Year Ended December 31,
2020
2021
$
$
$
$
36.2
1.1
0.2
—
—
0.1
(1.4)
(2.2)
34.0
12.9
0.7
(0.1)
(0.6)
(0.6)
12.3
(21.7)
$
$
$
$
30.1
1.0
0.4
0.7
(0.2)
3.0
(1.2)
2.4
36.2
11.1
1.1
0.6
(0.5)
0.6
12.9
(23.3)
As of December 31, 2021, the estimated benefit payments for the Company’s defined benefit plans for the next 10 years
were as follows:
2022
2023
2024
2025
2026
2027-2031
Estimated benefit
payments
$
$
1.1
1.1
1.2
1.6
1.4
8.6
15.0
The Company expects to contribute less than $1.0 to the plans during 2022.
The weighted-average rates used to determine the net periodic benefit costs were as follows:
Discount rate
Rate of increase in salary levels
Expected long-term rate of return on assets
December 31,
2021
December 31,
2020
1.0%
2.0%
1.1%
1.1%
2.2%
1.2%
In determining the expected long-term rate of return on plan assets, the Company considers the relative weighting of plan
assets, the historical performance of total plan assets and individual asset classes, and economic and other indicators of future
performance.
94
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Plan assets were held in the following categories as a percentage of total plan assets:
Cash
Debt securities
Equity securities
Other
December 31, 2021
December 31, 2020
Amount
Percentage
Amount
Percentage
$
$
0.2
5.1
0.6
6.4
12.3
1.6% $
41.5
4.8
52.1
100% $
0.2
5.2
0.7
6.8
12.9
1.3%
40.5
5.6
52.6
100%
In general, the Company’s asset management objectives include maintaining an adequate level of diversification to
reduce interest rate and market risk, while providing adequate liquidity to meet immediate and future benefit payment
requirements.
The Company’s Israeli plans account for the deferred vested benefits using the shut-down method of accounting, which
resulted in assets of $20.3 and vested benefit obligations of $23.1 as of December 31, 2021, and assets of $18.8 and vested
benefit obligations of $21.7 as of December 31, 2020. Under the shut-down method, the liability is calculated as if it were
payable as of the balance sheet date, on an undiscounted basis.
Other Pension-Related Assets
As of December 31, 2021 and 2020, the Company had assets with an aggregate market value of $6.2 and $6.5,
respectively, for its German pension plans. These assets are invested in group insurance contracts through the insurance
companies administering these plans, in accordance with applicable pension laws. These group insurance contracts have a
guaranteed minimum rate of return ranging from 2.25% to 4.25%, depending on the contract. Because these assets were not
separate legal assets of the pension plan, they were not included in the Company’s plan assets shown above. However, the
Company has designated such assets to pay pension benefits. Such assets are included in other assets in the accompanying
consolidated balance sheet.
20) Net Income Per Share
The following is a reconciliation of basic to diluted net income per share:
Numerator:
Net income
Denominator:
Years Ended December 31,
2020
2019
2021
$
551.4
$
350.1
$
140.4
Shares used in net income per common share – basic
Effect of dilutive securities
Shares used in net income per common share – diluted
55.4
0.3
55.7
55.1
0.2
55.3
Net income per common share:
Basic
Diluted
$
$
9.95
9.90
$
$
6.36
6.33
$
$
54.7
0.4
55.1
2.57
2.55
Basic earnings per share (“EPS”) is computed by dividing income available to holders of our common stock by the
weighted-average number of common shares outstanding during the period. The computation of diluted EPS is similar to the
computation of basic EPS except that the denominator is increased to include the number of additional common shares that
would have been outstanding (using the treasury stock method) if securities containing potentially dilutive common shares
(RSUs) had been converted to such common shares, and if such assumed conversion is dilutive.
In 2021, 2020 and 2019, the potential dilutive effect of the weighted average shares of RSUs that were excluded from the
computation of diluted weighted-average shares outstanding, as the shares would have had an anti-dilutive effect on EPS, were
immaterial.
95
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
21) Business Segment, Geographic Area, Product Information and Significant Customer Information
The Company is a global provider of instruments, systems, subsystems and process control solutions that measure,
monitor, deliver, analyze, power and control critical parameters of advanced manufacturing processes to improve process
performance and productivity for its customers. The Company’s products are derived from its core competencies in pressure
measurement and control, flow measurement and control, gas and vapor delivery, gas composition analysis, electronic control
technology, reactive gas generation and delivery, power generation and delivery, vacuum technology, temperature sensing,
lasers, photonics, optics, precision motion control, vibration control and laser-based manufacturing systems solutions. The
Company also provides services relating to the maintenance and repair of its products, installation services and training. The
Company’s primary served markets include semiconductor, industrial technologies, life and health sciences, research and
defense.
The Company’s Chief Operating Decision Maker (“CODM”), which is the Company’s Chief Executive Officer, utilizes
financial information to make decisions about allocating resources and assessing performance for the entire Company, which is
used in the decision-making process to assess performance.
Reportable Segments
The Vacuum & Analysis segment provides a broad range of instruments, components and subsystems which are derived
from the Company’s core competencies in pressure measurement and control, flow measurement and control, gas and vapor
delivery, gas composition analysis, electronic control technology, reactive gas generation and delivery, power generation and
delivery and vacuum technology.
The Light & Motion segment provides a broad range of instruments, components and subsystems which are derived from
the Company’s core competencies in lasers, photonics, optics, temperature sensing, precision motion control and vibration
control.
The Equipment & Solutions segment provides a range of products including laser-based systems for PCB manufacturing,
which include flexible interconnect PCB processing systems and high-density interconnect solutions for rigid PCB
manufacturing and substrate processing and multi-layer ceramic capacitor test systems.
The Company derives its segment results directly from the manner in which results are reported in its management
reporting system. The accounting policies that the Company uses to derive reportable segment results are substantially the
same as those used for external reporting purposes. The Company groups its similar products within its three reportable
segments.
The following table sets forth net revenues by reportable segment:
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Years Ended December 31,
2020
2019
2021
$
$
1,861.5
813.4
274.7
2,949.6
$
$
1,405.9
689.6
234.5
2,330.0
$
$
990.5
725.6
183.7
1,899.8
96
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The following table sets forth a reconciliation of segment gross profit to consolidated net income:
Gross profit by reportable segment:
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Total gross profit by reportable segment
Operating expenses:
Research and development
Selling, general and administrative
Acquisition and integration costs
Restructuring and other
Amortization of intangible assets
Asset impairment
COVID-19 related net credits
Fees and expenses related to repricing of Term Loan Facility
Gain on sale of long-lived assets
Income from operations
Interest income
Interest expense
Other expense, net
Income before income taxes
Provision for income taxes
Net income
Years Ended December 31,
2020
2019
2021
$
$
$
867.8
384.8
127.6
1,380.2
$
633.7
309.8
106.0
1,049.5
200.0
385.1
29.8
11.1
55.3
—
—
—
—
698.9
0.6
25.4
8.6
665.5
114.1
551.4
$
173.1
353.1
3.8
9.4
55.2
2.3
(1.2)
—
—
453.8
1.4
29.1
3.1
423.0
72.9
350.1
$
426.4
336.8
67.2
830.4
164.1
330.3
37.3
7.0
67.4
4.7
—
6.6
(6.8)
219.8
5.4
44.1
3.3
177.8
37.4
140.4
The following table set forth capital expenditures by reportable segment:
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Total capital expenditures
Years Ended December 31,
2020
2019
2021
$
$
36.6
37.1
13.0
86.7
$
$
36.0
32.1
16.8
84.9
$
$
34.1
23.0
6.8
63.9
The following table sets forth depreciation and amortization by reportable segment:
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Total depreciation and amortization
Years Ended December 31,
2020
2019
2021
$
$
22.9
46.0
35.2
104.1
$
$
20.3
43.2
35.7
99.2
$
$
16.8
53.9
39.3
110.0
Total income tax expense is not presented by reportable segment because the necessary information is not available or
used by the CODM.
97
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The following table sets forth segment assets by reportable segment:
December 31, 2021
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Corporate, Eliminations & Other
Total segment assets
December 31, 2020
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Corporate, Eliminations & Other
Total segment assets
Accounts
Receivable
Inventory
Total
$
$
$
$
285.4
146.2
36.3
(25.3)
442.6
Accounts
Receivable
229.1
122.6
51.7
(10.7)
392.7
$
$
$
$
338.9
177.3
61.5
(1.0)
576.7
Inventory
273.3
166.1
63.7
(1.7)
501.4
$
$
$
$
624.3
323.5
97.8
(26.3)
1,019.3
Total
502.4
288.7
115.4
(12.4)
894.1
The following is a reconciliation of segment assets to consolidated total assets:
Total segment assets
Cash and cash equivalents and short-term investments
Other current assets
Property, plant and equipment, net
Right-of-use assets
Goodwill and intangible assets, net
Other assets and long-term assets
Consolidated total assets
Geographic Area
December 31,
2021
2020
$
$
1,019.3
1,042.7
85.3
325.3
184.3
1,804.2
79.2
4,540.3
$
$
894.1
836.0
74.3
284.3
184.4
1,578.6
52.1
3,903.8
Information about the Company’s operations by geographic region is presented in the tables below. Net revenues from
unaffiliated customers are based on the location in which the sale originated. Intercompany sales between geographic areas are
at tax transfer prices and have been eliminated from consolidated net revenues.
Net revenues:
North America (1)
South Korea
China
Taiwan
Japan
Other Asia
Europe
Years Ended December 31,
2020
2019
2021
$
$
1,271.8
385.8
355.1
197.7
196.8
310.4
232.0
2,949.6
$
$
1,058.9
278.8
273.5
113.8
163.2
242.6
199.2
2,330.0
$
$
888.4
167.7
178.6
95.4
143.1
197.3
229.3
1,899.8
(1)
North America includes the United States and an immaterial amount from Canada.
98
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
Long-lived assets: (1)
North America (2)
Asia
Europe
December 31,
2021
2020
$
$
425.2
105.7
35.6
566.5
$
$
364.0
94.8
45.1
503.9
(1)
(2)
Long-lived assets include property, plant and equipment, net, right-of-use assets, and certain other assets, and exclude
goodwill, intangible assets and long-term tax-related accounts. The increase in long-lived assets in North America for 2021
primarily relates to the Photon Control Acquisition.
North America includes the United States and an immaterial amount from Canada.
Goodwill associated with each of the Company’s reportable segments is as follows:
Vacuum & Analysis
Light & Motion
Equipment & Solutions
Total goodwill
December 31,
2021
2020
$
$
195.2
558.1
474.9
1,228.2
$
$
196.2
395.3
474.9
1,066.4
The Company sells products and services to thousands of customers worldwide, in a wide range of end markets.
Revenues from its top ten customers accounted for 47%, 44% and 33% of net revenues for 2021, 2020 and 2019, respectively,
with the increasing percentages attributable to increasing semiconductor market sales. As a percentage of revenue to the
Company’s top ten customers, semiconductor market revenue accounted for greater than 90% in each year.
The Company had two customers with net revenues greater than 10% of total net revenues for the years ended December
31, 2021 and 2020, as shown below. No individual customers accounted for greater than 10% of the Company’s net revenues
in 2019.
Lam Research Corporation
Applied Materials, Inc.
22) Restructuring and Other
Restructuring
Years Ended December 31,
2020
14%
11%
2019
9%
9%
2021
16%
11%
During 2021, the Company recorded restructuring charges of $7.0, primarily related to severance costs due to a global
cost saving initiative, costs related to the pending closure of two facilities in Europe and the movement of the manufacturing of
products to low cost regions.
During 2020, the Company recorded restructuring charges of $2.7, primarily related to costs incurred from the pending
closure of a facility in Europe and costs related to the exit of certain product groups.
99
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
The activity related to the Company’s restructuring accrual is shown below:
Balance at January 1
Charged to expense
Payments and adjustments
Balance at December 31
Other
2021
2020
$
$
0.3
7.0
(4.7)
2.6
$
$
3.7
2.7
(6.1)
0.3
During 2021, the Company recorded charges of $2.8 related primarily to duplicate facility costs.
During 2020, the Company recorded charges of $7.2 related to duplicate facility costs. The Company also received an
insurance reimbursement of $0.5 for costs recorded on a legal settlement from a contractual obligation assumed as part of the
Newport Merger.
23) Commitments and Contingencies
In 2016, two putative class actions lawsuit captioned Dixon Chung v. Newport Corp., et al., Case No. A-16-733154-C,
and Hubert C. Pincon v. Newport Corp., et al., Case No. A-16-734039-B, were filed in the District Court, Clark County,
Nevada on behalf of a putative class of stockholders of Newport for claims related to the merger agreement (“Newport Merger
Agreement”) between the Company, Newport, and a wholly-owned subsidiary of the Company (“Merger Sub”). The lawsuits
named as defendants the Company, Newport, Merger Sub, and certain then current and former members of Newport’s board of
directors. Both complaints alleged that Newport directors breached their fiduciary duties to Newport’s stockholders by
agreeing to sell Newport through an inadequate and unfair process, which led to inadequate and unfair consideration, by
agreeing to unfair deal protection devices and by omitting material information from the proxy statement. The complaints also
alleged that the Company, Newport and Merger Sub aided and abetted the directors’ alleged breaches of their fiduciary duties.
The District Court consolidated the actions, and plaintiffs later filed an amended complaint captioned In re Newport
Corporation Shareholder Litigation, Case No. A-16-733154-B, in the District Court, Clark County, Nevada, on behalf of a
putative class of Newport’s stockholders for claims related to the Newport Merger Agreement. The amended complaint alleged
Newport’s former board of directors breached their fiduciary duties to Newport’s stockholders and that the Company, Newport
and Merger Sub had aided and abetted these breaches and sought monetary damages, including pre- and post-judgment
interest. In June 2017, the District Court granted defendants’ motion to dismiss and dismissed the amended complaint against
all defendants but granted plaintiffs leave to amend.
On July 27, 2017, plaintiffs filed a second amended complaint containing substantially similar allegations but naming
only Newport’s former directors as defendants. On August 8, 2017, the District Court dismissed the Company and Newport
from the action. The second amended complaint seeks monetary damages, including pre- and post-judgment interest. The
District Court granted a motion for class certification on September 27, 2018, appointing Mr. Pincon and Locals 302 and 612
of the International Union of Operating Engineers - Employers Construction Industry Retirement Trust as class representatives.
On June 11, 2018, plaintiff Dixon Chung was voluntarily dismissed from the litigation. On August 9, 2019, plaintiffs filed a
motion for leave to file a third amended complaint, which was denied on October 10, 2019. On August 23, 2019, defendants
filed a motion for summary judgment. On January 23, 2020, the District Court entered its findings of fact, conclusions of law,
and order granting defendants’ motion for summary judgment. On February 18, 2020, plaintiffs filed a notice of appeal from
the District Court’s order granting defendants’ motion for summary judgment, as well as from the District Court’s prior orders
granting defendants’ motion for a bench trial and denying plaintiffs’ motion for leave to file an amended complaint. On
November 30, 2020, plaintiffs filed their opening brief in the Nevada Supreme Court in support of their appeal from the
District Court’s orders. On January 29, 2021, defendants filed their answering brief, and on March 30, 2021, plaintiffs filed
their reply brief. The Nevada Supreme Court heard oral argument on December 15, 2021.
The Company is also subject to various legal proceedings and claims that have arisen in the ordinary course of business.
In the opinion of management, the ultimate disposition of these matters, and the matters noted above, will not have a material
adverse effect on the Company’s results of operations, financial condition or cash flows.
100
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
On July 1, 2021, the Company entered into a definitive agreement (as amended from time to time, the “Implementation
Agreement”) to acquire Atotech, a leading process chemicals technology company and a market leader in advanced
electroplating solutions. Pursuant to the Implementation Agreement, the Company agreed to pay $16.20 per share in cash and
0.0552 of a share of MKS common stock for each outstanding common share of Atotech. At the time of the announcement of
the acquisition, the total value of the aggregate cash and stock consideration was approximately $5,100. The final value of the
consideration will be determined at the time of the closing of the acquisition, which is expected to occur in the first quarter of
2022, subject to the satisfaction of certain closing conditions, including receipt of regulatory approval from China and approval
by the Royal Court of Jersey. The Company’s obligations to complete the acquisition are not subject to any financing
condition. The Company intends to fund the cash portion of the transaction with a combination of available cash on hand and
committed term loan debt financing. In connection with entering into the Implementation Agreement, the Company entered
into (a) a commitment letter (the “Initial Commitment Letter”), dated as of July 1, 2021, with JPMorgan Chase Bank, N.A. and
Barclays Bank PLC (collectively, the “Initial Commitment Parties”) and (b) joinders to the Initial Commitment Letter to add
certain additional lender parties (the “Commitment Letter Joinders” and, together with the Initial Commitment Letter, the
“Commitment Letter”) dated as of July 23, 2021, with the Initial Commitment Parties and the additional lenders party thereto
(collectively, the “Supplemental Commitment Parties” and, together with the Initial Commitment Parties, the “Commitment
Parties”), pursuant to which, subject to the terms and conditions set forth therein, the Commitment Parties committed to
provide (i) a senior secured term loan credit facility in an aggregate principal amount of $5,300 (the “New Term Loan
Facility”) and (ii) a senior secured revolving credit facility with aggregate total commitments of $500 (the “New Revolving
Credit Facility”). The New Term Loan Facility and New Revolving Credit Facility would refinance the Term Loan Facility and
ABL Facility, respectively, and the New Term Loan Facility would be used to finance a portion of the acquisition and to
refinance certain existing indebtedness of Atotech.
On October 22, 2021, the Company completed the syndication of the New Term Loan Facility, comprised of two
tranches: a USD 4,700 loan at LIBOR plus 2.25%, a floor of 0.50% and 0.25% of original issue discount, and a Euro tranche of
EUR 500 (approximately USD 600) at EURIBOR plus 2.75%, a floor of 0.00% and 0.25% of original issue discount.
Subsequent to the syndication, the $4.7 billion tranche is expected to be modified to reference a term rate based on the Secured
Overnight Financing Rate (plus an applicable credit spread adjustment) as the benchmark rate.
The Commitment Parties’ obligations under the Commitment Letter and the closing and initial funding under the New
Term Loan Facility are subject to certain customary conditions including, without limitation, the consummation of the
acquisition of Atotech in accordance with the Implementation Agreement, the accuracy of specified representations and
warranties of the Company and other customary closing conditions.
As of December 31, 2021, the Company has entered into purchase commitments for certain inventory components and
other equipment and services used in its normal operations. The majority of the purchase commitments covered by these
arrangements are for periods of less than one year and aggregate to approximately $367.7.
To the extent permitted by Massachusetts law, the Company’s Restated Articles of Organization, as amended, require the
Company to indemnify any of its current or former officers or directors or any person who has served or is serving in any
capacity with respect to any of the Company’s employee benefit plans. The Company believes that the estimated exposure for
these indemnification obligations is currently not material. Accordingly, the Company has no material liabilities recorded for
these requirements as of December 31, 2021.
The Company also enters into agreements in the ordinary course of business which include indemnification provisions.
Pursuant to these agreements, the Company indemnifies, holds harmless and agrees to reimburse the indemnified party,
generally its customers, for losses suffered or incurred by the indemnified party in connection with certain patent or other
intellectual property infringement claims, and, in some instances, other claims, by any third party with respect to the
Company’s products. The term of these indemnification obligations is generally perpetual after execution of the agreement.
The maximum potential amount of future payments the Company could be required to make under these indemnification
agreements is, in some instances, not contractually limited. The Company has never incurred costs to defend lawsuits or settle
claims related to these indemnification obligations. As a result, the Company believes the estimated fair value of these
obligations is minimal. Accordingly, the Company has no liabilities recorded for these obligations as of December 31, 2021.
As part of past acquisitions and divestitures of businesses or assets, the Company has provided a variety of
indemnifications to the sellers and purchasers for certain events or occurrences that took place prior to the date of the
101
MKS INSTRUMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except per share data)
acquisition or divestiture. Typically, certain of the indemnifications expire after a defined period of time following the
transaction, but certain indemnifications may survive indefinitely. The maximum potential amount of future payments the
Company could be required to make for such obligations is undeterminable at this time. Other than obligations recorded as
liabilities at the time of the acquisitions, historically the Company has not made significant payments for these
indemnifications. Accordingly, no material liabilities have been recorded for these obligations.
In conjunction with certain asset sales, the Company may provide routine indemnifications whose terms range in
duration and often are not explicitly defined. Where appropriate, an obligation for such indemnification is recorded as a
liability. Because the amounts of liability under these types of indemnifications are not explicitly stated, the overall maximum
amount of the obligation under such indemnifications cannot be reasonably estimated. Other than obligations recorded as
liabilities at the time of the asset sale, historically the Company has not made significant payments for these indemnifications.
102
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of December 31, 2021. The term “disclosure controls and
procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), means controls and other procedures of an issuer that are designed to ensure that information required to be
disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that
it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its
principal executive and principal financial officers, or persons performing similar functions as appropriate to allow timely
decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of
our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer
concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level to
ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process
designed by, or under the supervision of our Chief Executive Officer and Chief Financial Officer, or persons performing
similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and procedures that:
•
•
•
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that our receipts and expenditures of
the Company are being made only in accordance with authorization of our management and directors of the
Company; and
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management including our Chief Executive Officer and Chief
Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of
December 31, 2021. In making this assessment, we used the criteria set forth in the Internal Control-Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, our
management concluded that, as of December 31, 2021, our internal control over financial reporting was effective.
We excluded Photon Control, which we acquired in 2021, from our assessment of internal control over financial
reporting as of December 31, 2021. Photon Control’s assets and net revenues represented approximately 1% of the Company’s
assets and net revenues as of and for the year ended December 31, 2021.
103
Our internal controls over financial reporting as of December 31, 2021 have been audited by PricewaterhouseCoopers
LLP, an independent registered public accounting firm, as stated in its attestation report which appears in Item 8 of this Annual
Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
104
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item will be set forth under the captions “Proposal One — Election of Directors,”
“Directors,” “Corporate Governance,” “Executive Officers,” “Corporate Governance — Code of Business Conduct and Ethics”
and “Corporate Governance — Board of Directors Meetings and Committees of the Board of Directors — Audit Committee”
in our definitive proxy statement for the 2022 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days
after the end of our fiscal year, and is incorporated herein by reference.
We are also required under Item 405 of Regulation S-K to provide information concerning delinquent filers of reports
under Section 16 of the Securities and Exchange Act of 1934, as amended. This information will be set forth under the caption
“Delinquent Section 16(a) Reports,” if applicable, in our definitive proxy statement for the 2022 Annual Meeting of
Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by
reference.
Item 11.
Executive Compensation
The information required by this item will be set forth under the captions “Executive Officers,” “Executive
Compensation – Compensation Discussion and Analysis,” “Corporate Governance – Board of Director Meetings and
Committees of the Board of Directors – Compensation Committee - Compensation Committee Interlocks and Insider
Participation,” “Compensation Committee Report” and “Director Compensation” in our definitive proxy statement for the 2022
Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is
incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by Item 403 of Regulation S-K will be set forth under the caption “Security Ownership of
Certain Beneficial Owners and Management” in our definitive proxy statement for the 2022 Annual Meeting of Stockholders,
to be filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.
The information required by Item 201(d) of Regulation S-K will be set forth under the caption “Equity Compensation
Plan Information” in our definitive proxy statement for the 2022 Annual Meeting of Stockholders, to be filed with the SEC no
later than 120 days after the end of our fiscal year, and is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions and Director Independence
The information required by this item will be set forth under the captions “Corporate Governance – Board
Independence” and “Corporate Governance – Transactions with Related Persons” in our definitive proxy statement for the
2022 Annual Meeting of Stockholders, to be filed with the SEC no later than 120 days after the end of our fiscal year, and is
incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services
The information required by this item will be set forth under the caption “Audit and Financial Accounting Oversight —
Principal Accountant Fees and Services” in our definitive proxy statement for the 2022 Annual Meeting of Stockholders, to be
filed with the SEC no later than 120 days after the end of our fiscal year, and is incorporated herein by reference.
105
Item 15.
Exhibits and Financial Statement Schedules
(a)
The following documents are filed as a part of this Annual Report on Form 10-K:
PART IV
1.
Financial Statements. The following Consolidated Financial Statements are included under Item 8 of this Annual Report
on Form 10-K.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) ......................................................................
Consolidated Balance Sheets at December 31, 2021 and 2020 ...............................................................................................
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2021, 2020 and
2019..........................................................................................................................................................................................
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019 .........................
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 ........................................
Notes to Consolidated Financial Statements ...........................................................................................................................
56
58
59
60
61
62
2.
Financial Statement Schedules. The following consolidated financial statement schedule is included in this Annual
Report on Form 10-K.
Schedule II – Valuation and Qualifying Accounts
Schedules other than those listed above have been omitted since they are either not required or information is otherwise
included.
3.
Exhibits. The following exhibits are filed as part of this Annual Report on Form 10-K.
Exhibit No.
Title
+2.1(1)
Implementation Agreement, between the Registrant and Atotech Limited, dated as of July 1, 2021
2.2
+3.1(2)
+3.2(3)
+3.3(4)
+3.4(5)
+4.1(6)
+4.2(6)
+10.1(7)
+10.2(8)
Letter Agreement, by and among the Registrant, Atotech Limited and Atotech Manufacturing, Inc., dated
October 29, 2021
Restated Articles of Organization of the Registrant
Articles of Amendment to Restated Articles of Organization, as filed with the Secretary of State of
Massachusetts on May 18, 2001
Articles of Amendment to Restated Articles of Organization, as filed with the Secretary of State of
Massachusetts on May 16, 2002
Amended and Restated By-Laws of the Registrant
Specimen certificate representing the Common Stock
Description of Capital Stock Registered Under Section 12 of the Exchange Act
Term Loan Credit Agreement, dated April 29, 2016, by and among the Registrant, Barclays Bank PLC, as
administrative agent and collateral agent, and the lenders from time to time party thereto
Amendment No. 1 to Term Loan Credit Agreement, dated as of June 9, 2016, by and among the Registrant,
the other loan parties party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and
each participating lender party thereto
106
Exhibit No.
+10.3(9)
Amendment No. 2 to Term Loan Credit Agreement, dated as of December 14, 2016, by and among the
Registrant, the other loan parties party thereto, Barclays Bank PLC, as administrative agent and collateral
agent, and each participating lender party thereto
Title
+10.4(10)
+10.5(11)
+10.6(12)
+10.7(13)
+10.8(14)
+10.9(12)
Amendment No. 3 to Term Loan Credit Agreement, dated as of July 6, 2017, by and among the Registrant,
the other loan parties party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and
each participating lender party thereto
Amendment No. 4 to Term Loan Credit Agreement, dated as of April 11, 2018, by and among the
Registrant, the other loan parties party thereto, Barclays Bank PLC, as administrative agent and collateral
agent, and each participating lender party thereto
Amendment No. 5 to Term Loan Credit Agreement and Amendment to Term Loan Guaranty and Term Loan
Security Agreement, dated as of February 1, 2019, by and among the Registrant, the other loan parties party
thereto, Barclays Bank PLC, as administrative agent and collateral agent, and each participating lender party
thereto
Amendment No. 6 to Term Loan Credit Agreement, dated as of September 27, 2019, by and among the
Registrant, the other loan parties thereto, Barclays Bank PLC, as administrative agent and collateral agent,
and each participating lender party thereto
Amendment No. 7 to Term Loan Credit Agreement, dated as of May 6, 2021, by and among the Registrant,
the other loan parties party thereto, each lender party thereto and Barclays Bank PLC, as administrative
agent
ABL Credit Agreement, dated as of February 1, 2019, by and among the Registrant, Barclays Bank PLC, as
administrative agent and collateral agent, the other borrowers from time to time party thereto, and the
lenders and letters of credit issuers from time to time party thereto
+10.10(15)
Amendment No. 1 to ABL Credit Agreement, dated as of April 26, 2019, by and among the Registrant,
Barclays Bank PLC, as administrative agent and collateral agent, the other loan parties party thereto, and
each lender party thereto
+10.11(14)
Amendment No. 2 to ABL Credit Agreement, dated as of May 6, 2021, by and among the Registrant, the
other loan parties party thereto, each lender party thereto and Barclays Bank PLC, as administrative agent.
+10.12(5)*
2014 Stock Incentive Plan
+10.13(5)*
2014 Employee Stock Purchase Plan
+10.14(5)*
Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2014 Stock Incentive Plan
+10.15(16)*
Form of Restricted Stock Unit Agreement for Employees under the 2014 Stock Incentive Plan
+10.16(17)*
MKS Instruments, Inc. Management and Key Employee Bonus Plan
+10.17(18)*
Employment Agreement, dated October 22, 2013, between Gerald Colella and the Registrant
+10.18(17)*
+10.19(19)*
Amendment, dated March 27, 2018, to Employment Agreement, dated as of October 22, 2013, between
Gerald Colella and the Registrant
Second Amendment, dated October 29, 2018, to Employment Agreement, dated as of October 22, 2013,
between Gerald Colella and the Registrant
+10.20(20)*
Newport Corporation’s 2011 Stock Incentive Plan
+10.21(20)*
Newport Corporation’s Amended and Restated 2011 Stock Incentive Plan
+10.22(20)*
+10.23(20)*
Form of Stock Appreciation Right Award Agreement used under Newport Corporation’s 2011 Stock
Incentive Plan and Amended and Restated 2011 Stock Incentive Plan
Form of the Registrant’s SAR Assumption Agreement for U.S. Employees Relating to Newport
Corporation’s Amended and Restated 2011 Stock Incentive Plan, 2011 Stock Incentive Plan and 2006
Performance-Based Stock Incentive Plan
107
Exhibit No.
+10.24(20)*
Title
Form of the Registrant’s SAR Assumption Agreement for Employees Outside of the United States Relating
to Newport Corporation’s Amended and Restated 2011 Stock Incentive Plan, 2011 Stock Incentive Plan and
2006 Performance-Based Stock Incentive Plan
+10.25(21) *
Employment Agreement, dated as of November 18, 2019, between John Lee and the Registrant
+10.26(22)*
Employment Agreement, effective August 1, 2016, between Seth Bagshaw and the Registrant
+10.27(19)*
+10.28(15)*
Amendment, dated October 29, 2018, to Employment Agreement, effective August 1, 2016, by and between
Seth Bagshaw and the Registrant
Employment Agreement, effective August 1, 2016, between Kathleen Burke and the Registrant, as amended
on October 29, 2018
+10.29(6)*
Employment Agreement, effective September 16, 2019, between James Schreiner and the Registrant
+10.30(23)*
Amendment, dated October 25, 2021, to Employment Agreement, effective September 16, 2019, between
James Schreiner and the Registrant
+10.31(16)*
Electro Scientific Industries, Inc.’s 2004 Stock Incentive Plan
+10.32(16)*
+10.33(16)*
+10.34(16)*
+10.35(16)*
Form of Restricted Stock Units Award Agreement (with time-based vesting) used under Electro Scientific
Industries, Inc.’s 2004 Stock Incentive Plan for 2016-2017
Form of Restricted Stock Units Award Agreement (with time-based vesting) used under Electro Scientific
Industries, Inc.’s 2004 Stock Incentive Plan for 2018
Form of the Registrant’s RSU Assumption Agreement (with time-based vesting) for U.S. Employees
Relating to Electro Scientific Industries, Inc.’s 2004 Stock Incentive Plan
Form of the Registrant’s RSU Assumption Agreement (with time-based vesting) for Employees Outside of
the United States Relating to Electro Scientific Industries, Inc.’s 2004 Stock Incentive Plan
+10.36(24)*
Annual Profit Improvement Bonus Plan
+10.37(25)*
Employment Agreement, effective February 18, 2021, between Mark Gitin, the Registrant and Newport
Corporation
+10.38(25)*
Employment Agreement, effective January 1, 2020, between David Henry and the Registrant
+10.39(25)*
Employment Agreement, effective February 17, 2021, between Eric Taranto and the Registrant
+10.40(1)
+10.41(1)
Lock-Up Agreement, between the Registrant and the Carlyle Shareholders, dated as of July 1, 2021
Commitment Letter, by and among the Registrant, JPMorgan Chase Bank, N.A. and Barclays Bank PLC,
dated as of July 1, 2021
+10.42(26)*
Management Incentive Plan
21.1
23.1
31.1
31.2
32.1
Subsidiaries of the Registrant
Consent of PricewaterhouseCoopers LLP
Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities
Exchange Act of 1934
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities
Exchange Act of 1934
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File
because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**
Inline XBRL Taxonomy Extension Schema Document
101.CAL**
Inline XBRL Taxonomy Calculation Linkbase
108
Exhibit No.
Title
101.DEF**
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**
Inline XBRL Taxonomy Labels Linkbase Document
101.PRE**
Inline XBRL Taxonomy Presentation Linkbase Document
104
+
*
**
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension
information contained in Exhibits 101)
Previously filed
Management contract or compensatory plan arrangement
Filed with this Annual Report on Form 10-K for the year ended December 31, 2021 are the following documents
formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the
Consolidated Statements of Operations and Comprehensive Income; (iii) the Consolidated Statements of Stockholders’
Equity; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements.
The following materials from MKS Instruments, Inc.’s Annual Report on Form 10-K for the year ended December 31,
2021, are formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the
Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Stockholders’
Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on July 2, 2021.
Incorporated by reference to the Registration Statement on Form S-4 (File No. 333-49738), filed with the Securities and
Exchange Commission on November 13, 2000.
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File
No. 000-23621), filed with the Securities and Exchange Commission on August 14, 2001.
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002 (File
No. 000-23621), filed with the Securities and Exchange Commission on August 13, 2002.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on May 6, 2014.
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019 (File
No. 000-23621), filed with the Securities and Exchange Commission on February 28, 2020.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on April 29, 2016.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on June 9, 2016.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on December 14, 2016.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on July 6, 2017.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on April 12, 2018.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on February 1, 2019.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on October 1, 2019
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on May 10, 2021.
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File
No. 000-23621), filed with the Securities and Exchange Commission on August 7, 2019.
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (File
No.000-23621), filed with the Securities and Exchange Commission on February 26, 2019.
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 (File
No. 000-23621), filed with the Securities and Exchange Commission on May 8, 2018.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on October 24, 2013.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on November 1, 2018.
109
(20)
(21)
(22)
(23)
(24)
(25)
(26)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (File
No. 000-23621), filed with the Securities and Exchange Commission on May 6, 2016.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on November 20, 2019.
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File
No. 000-23621), filed with the Securities and Exchange Commission on August 3, 2016.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on October 29, 2021.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), filed with the Securities
and Exchange Commission on February 12, 2020.
Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 (File
No.000-23621), filed with the Securities and Exchange Commission on February 23, 2021.
Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No. 000-23621), with the Securities and
Exchange Commission on February 11, 2022.
(b)
Exhibits
MKS hereby files as exhibits to our Annual Report on Form 10-K those exhibits listed in Item 15(a) above.
Item 16.
Form 10-K Summary
Not applicable.
110
MKS INSTRUMENTS, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in millions)
Description
Allowance for doubtful accounts:
Years ended December 31,
2021
2020
2019
Description
Allowance for sales returns:
Years ended December 31,
2021
2020
2019
Description
Valuation allowance on deferred tax asset:
Years ended December 31,
Balance at
Beginning of
Year
Acquisition
Beginning
Balance
Additions
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Deductions &
Write-offs
Balance at
End of Year
$
$
$
2.0 $
1.8 $
5.2 $
— $
— $
0.2 $
1.3 $
0.1 $
(0.7) $
— $
— $
— $
0.3 $
0.1 $
(2.9) $
3.6
2.0
1.8
Balance at
Beginning of
Year
Acquisition
Beginning
Balance
Additions
Charged to
Costs and
Expenses
Charged to
Other
Accounts
Deductions &
Write-offs
Balance at
End of Year
$
$
$
1.8 $
1.4 $
1.0 $
— $
— $
— $
(0.1) $
0.3 $
0.2 $
— $
— $
— $
(0.1) $
0.1 $
0.2 $
1.6
1.8
1.4
Balance at
Beginning of
Year
Acquisition
Beginning
Balance
Additions
Charged to
Costs and
Expenses
Charged to
Other
Accounts Deductions
Balance at
End of Year
2021
2020
2019
$
$
$
30.6 $
27.4 $
17.9 $
— $
— $
5.9 $
2.3 $
4.2 $
4.9 $
— $
— $
— $
(6.7) $
(1.0) $
(1.3) $
26.2
30.6
27.4
111
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this annual report on Form 10-K for the fiscal year ended December 31, 2021 to be signed on its behalf by the
undersigned, thereunto duly authorized on the 28th day of February 2022.
SIGNATURES
MKS INSTRUMENTS, INC.
By:
/s/ John T.C. Lee
John T.C. Lee
President and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the date indicated.
SIGNATURES
TITLE
DATE
/s/ Gerald G. Colella
Gerald G. Colella
/s/ John T.C. Lee
John T.C. Lee
/s/ Seth H. Bagshaw
Seth H. Bagshaw
/s/ Rajeev Batra
Rajeev Batra
/s/ Peter J. Cannone III
Peter J. Cannone III
/s/ Joseph B. Donahue
Joseph B. Donahue
/s/ Jacqueline F. Moloney
Jacqueline F. Moloney
/s/ Elizabeth A. Mora
Elizabeth A. Mora
/s/ Michelle M. Warner
Michelle M. Warner
Chairman of the Board of Directors
February 28, 2022
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 28, 2022
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
February 28, 2022
February 28, 2022
February 28, 2022
February 28, 2022
February 28, 2022
February 28, 2022
February 28, 2022
Director
Director
Director
Director
Director
Director
112
Board of Directors
Management
Additional Information
Gerald G. Colella
Chairman
MKS Instruments, Inc.
Rajeev Batra
President
Siemens Digital Industries U.S.
Peter J. Cannone III
Chairman and Chief Executive Officer
Demand Science Group
Joseph B. Donahue
Former Executive Vice President
and Chief Operating Officer
TE Connectivity Ltd.
John T.C. Lee
President and Chief Executive Officer
MKS Instruments, Inc.
Jacqueline F. Moloney
Chancellor
University of Massachusetts, Lowell
Elizabeth A. Mora
Former Chief Administrative Officer
The Charles Stark Draper Laboratory, Inc.
Michelle M. Warner
Executive Director
CEO Perspectives
John T.C. Lee
President and Chief Executive Officer
Seth H. Bagshaw
Senior Vice President,
Chief Financial Officer and Treasurer
Corporate Headquarters
MKS Instruments, Inc.
2 Tech Drive, Suite 201
Andover, MA 01810
Telephone: +1.978.645.5500
Kathleen F. Burke
Senior Vice President,
General Counsel and Secretary
Mark M. Gitin
Senior Vice President and
General Manager,
Light and Motion Division
David P. Henry
Senior Vice President,
Corporate Marketing,
Project Management Office
and Global Service
Jennifer J. Reilly
Senior Vice President,
Chief Human Resources Officer
James A. Schreiner
Senior Vice President,
Chief Operating Officer
Francis J. Tan
Senior Vice President,
Strategic Development
Eric R. Taranto
Senior Vice President and
General Manager,
Vacuum and Analysis Division
John Williams
Vice President and
General Manager,
Equipment and Solutions Division
Outside Counsel
Wilmer Cutler Pickering Hale and Dorr LLP
Boston, MA
Independent Auditors
PricewaterhouseCoopers LLP
Boston, MA
Stock Listing
Nasdaq Global Select Market
Symbol: MKSI
Transfer Agent
American Stock Transfer &
Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Telephone: +1.718.921.8124
www.amstock.com
Shareholders may also
direct inquiries to:
David Ryzhik
Vice President, Investor Relations
MKS Instruments, Inc.
2 Tech Drive, Suite 201
Andover, MA 01810
Telephone: +1.978.557.5180
www.mksinst.com
Annual Meeting of Shareholders
May 10, 2022, 10:00 a.m. EST
MKS Instruments, Inc.
2 Tech Drive, Suite 201
Andover, MA 01810
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