Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Entity Registrant Name | NOVA LTD. |
Entity Central Index Key | 0001109345 |
Document Type | 20-F |
Document Registration Statement | false |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Document Period End Date | Dec. 31, 2023 |
Entity File Number | 000-30668 |
Entity Incorporation, State or Country Code | L3 |
Entity Address, Address Line One | 5 David Fikes St. |
Entity Address, City or Town | Rehovot |
Entity Address Country | IL |
Entity Address, Postal Zip Code | 7632805 |
Title of 12(b) Security | Ordinary Shares |
Trading Symbol | NVMI |
Name of Exchange on which Security is Registered | NASDAQ |
Entity Common Stock, Shares Outstanding | 29,013,837 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Auditor Attestation Flag | true |
Auditor Name | KOST FORER GABBAY & KASIERER |
Auditor Location | Tel-Aviv, Israel |
Auditor Firm ID | 1281 |
Document Financial Statement Error Correction [Flag] | true |
Document Financial Statement Restatement Recovery Analysis [Flag] | false |
Business Contact [Member] | |
Contact Personnel Name | Dror David |
Entity Address, Address Line One | 5 David Fikes St. |
Entity Address, City or Town | Rehovot |
Entity Address Country | IL |
Entity Address, Postal Zip Code | 7632805 |
City Area Code | 972 |
Local Phone Number | 2295833 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 107,574 | $ 111,121 |
Short-term interest-bearing bank deposits | 119,850 | 95,305 |
Marketable securities (Note 3) | 216,258 | 167,073 |
Trade accounts receivable, net of allowance of $277 and $215 at December 31, 2023 and 2022, respectively | 111,256 | 109,320 |
Inventories (Note 4) | 138,198 | 116,600 |
Other current assets (Note 5) | 17,084 | 13,527 |
Total current assets | 710,220 | 612,946 |
Non-current assets | ||
Marketable securities (Note 3) | 191,351 | 153,462 |
Interest-bearing bank deposits and restricted cash | 6,254 | 2,083 |
Deferred tax assets (Note 14) | 23,583 | 20,097 |
Severance pay funds (Note 9) | 1,146 | 1,194 |
Operating lease right-of-use assets (Note 11) | 41,856 | 44,885 |
Property, plant and equipment, net (Note 6) | 66,874 | 55,886 |
Intangible assets, net (Note 7) | 39,184 | 43,586 |
Goodwill | 50,080 | 49,009 |
Other long-term assets | 3,259 | 957 |
Total non-current assets | 423,587 | 371,159 |
TOTAL ASSETS | 1,133,807 | 984,105 |
Current liabilities | ||
Convertible senior notes, net (Note 10) | 197,678 | 0 |
Trade accounts payable | 35,158 | 42,732 |
Deferred revenues | 41,978 | 30,543 |
Operating lease current liabilities (Note 11) | 6,703 | 5,968 |
Other current liabilities (Note 8) | 41,294 | 54,825 |
Total current liabilities | 322,811 | 134,068 |
Non-Current liabilities | ||
Convertible senior notes, net (Note 10) | 0 | 196,394 |
Accrued severance pay (Note 9) | 3,363 | 3,599 |
Operating lease long-term liabilities (Note 11) | 39,762 | 43,697 |
Deferred tax liability (Note 14) | 10,574 | 12,190 |
Other long-term liabilities | 6,545 | 7,194 |
Total non-current liabilities | 60,244 | 263,074 |
Commitments and contingencies (Note 12) | ||
TOTAL LIABILITIES | 383,055 | 397,142 |
SHAREHOLDERS’ EQUITY (Note 13) | ||
Ordinary shares, no par value - Authorized 60,000,000 shares at December 31, 2023 and 2022; Issued and Outstanding 29,013,834 and 28,678,476 at December 31, 2023 and 2022, respectively. | ||
Additional paid-in capital | 139,694 | 121,398 |
Accumulated other comprehensive loss | (3,325) | (12,508) |
Retained earnings | 614,383 | 478,073 |
Total shareholders’ equity | 750,752 | 586,963 |
Total liabilities and shareholders’ equity | $ 1,133,807 | $ 984,105 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 277 | $ 215 |
Ordinary shares, par value | $ 0 | $ 0 |
Ordinary shares, shares authorized | 60,000,000 | 60,000,000 |
Ordinary shares, shares issued | 29,013,834 | 28,678,476 |
Ordinary shares, shares outstanding | 29,013,834 | 28,678,476 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Total revenues | $ 517,922 | $ 570,729 | $ 416,113 |
Cost of revenues: | |||
Total cost of revenues | 224,745 | 253,759 | 180,670 |
Gross profit | 293,177 | 316,970 | 235,443 |
Operating expenses: | |||
Research and development, net (Note 2S) | 88,043 | 90,458 | 65,857 |
Sales and marketing | 52,467 | 52,729 | 39,876 |
General and administrative | 20,404 | 23,852 | 17,324 |
Total operating expenses | 160,914 | 167,039 | 123,057 |
Operating income | 132,263 | 149,931 | 112,386 |
Financial income (expense), net (Note 17) | 22,436 | 8,478 | (3,133) |
Income before taxes on income | 154,699 | 158,409 | 109,253 |
Income tax expenses (Note 14) | 18,389 | 18,196 | 16,152 |
Net income | $ 136,310 | $ 140,213 | $ 93,101 |
Earnings per share: | |||
Basic | $ 4.73 | $ 4.89 | $ 3.28 |
Diluted | $ 4.28 | $ 4.43 | $ 3.12 |
Shares used in calculation of earnings per share: | |||
Basic | 28,828 | 28,697 | 28,372 |
Diluted | 32,089 | 31,870 | 29,816 |
Product [Member] | |||
Revenues: | |||
Total revenues | $ 405,037 | $ 464,152 | $ 337,026 |
Cost of revenues: | |||
Total cost of revenues | 163,981 | 191,402 | 131,453 |
Service [Member] | |||
Revenues: | |||
Total revenues | 112,885 | 106,577 | 79,087 |
Cost of revenues: | |||
Total cost of revenues | $ 60,764 | $ 62,357 | $ 49,217 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 136,310 | $ 140,213 | $ 93,101 |
Other comprehensive income (loss), net of tax: | |||
Cumulative Translation Adjustment | 2,946 | (5,039) | 0 |
Available-for-sale investments (Note 3): | |||
Unrealized gain (loss) on available-for-sale marketable securities, net | 5,193 | (6,047) | (1,016) |
Cash flow hedges (Note 16): | |||
Unrealized gain (loss) from cash flow hedges | (532) | (2,421) | 74 |
Less: reclassification adjustment for net gain (loss) included in net income | 1,576 | 1,813 | (442) |
Other comprehensive income (loss) | 9,183 | (11,694) | (1,384) |
Total comprehensive income | $ 145,493 | $ 128,519 | $ 91,717 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] | Total | ||
Balance at Dec. 31, 2020 | $ 74 | $ 129,274 | $ 570 | $ 241,620 | $ 371,538 | ||
Balance, shares at Dec. 31, 2020 | 28,176,862 | ||||||
Issuance of shares upon exercise of options | [1] | 11 | 0 | 0 | 11 | ||
Issuance of shares upon exercise of options, shares | 236,652 | ||||||
Issuance of shares upon vesting of RSU | [1] | [1] | 0 | 0 | 0 | ||
Issuance of shares upon vesting of RSU, shares | 165,530 | ||||||
Share based compensation | $ 0 | 10,488 | 0 | 0 | 10,488 | ||
Elimination of the par value of the Ordinary shares | (74) | 74 | 0 | 0 | 0 | ||
Other comprehensive loss | 0 | 0 | (1,384) | 0 | (1,384) | ||
Net income | 0 | 0 | 0 | 93,101 | 93,101 | ||
Balance at Dec. 31, 2021 | $ 0 | 139,847 | (814) | 334,721 | 473,754 | ||
Balance, shares at Dec. 31, 2021 | 28,579,044 | ||||||
ASU 2020-06 adoption | $ 0 | (13,770) | 0 | 3,139 | (10,631) | ||
Issuance of shares upon exercise of options | $ 0 | 90 | 0 | 0 | 90 | ||
Issuance of shares upon exercise of options, shares | 161,416 | ||||||
Issuance of shares upon vesting of RSU | $ 0 | 0 | 0 | 0 | 0 | ||
Issuance of shares upon vesting of RSU, shares | 191,494 | ||||||
Share based compensation | $ 0 | 16,647 | 0 | 0 | 16,647 | ||
Share repurchase at cost | $ 0 | (21,416) | 0 | 0 | (21,416) | ||
Share repurchase at cost, shares | (253,478) | ||||||
Other comprehensive loss | $ 0 | 0 | (11,694) | 0 | (11,694) | ||
Net income | 0 | 0 | 0 | 140,213 | 140,213 | ||
Balance at Dec. 31, 2022 | $ 0 | 121,398 | (12,508) | 478,073 | $ 586,963 | ||
Balance, shares at Dec. 31, 2022 | 28,678,476 | 28,678,476 | |||||
Issuance of shares upon exercise of options | $ 0 | 122 | 0 | 0 | $ 122 | ||
Issuance of shares upon exercise of options, shares | 133,485 | 133,485 | |||||
Issuance of shares upon vesting of RSU | $ 0 | 0 | 0 | 0 | $ 0 | ||
Issuance of shares upon vesting of RSU, shares | 203,128 | ||||||
Share based compensation | $ 0 | 18,286 | 0 | 0 | 18,286 | ||
Share repurchase at cost | $ 0 | (112) | 0 | 0 | (112) | ||
Share repurchase at cost, shares | (1,255) | ||||||
Other comprehensive loss | $ 0 | 0 | 9,183 | 0 | 9,183 | ||
Net income | 0 | 0 | 0 | 136,310 | 136,310 | ||
Balance at Dec. 31, 2023 | $ 0 | $ 139,694 | $ (3,325) | $ 614,383 | $ 750,752 | ||
Balance, shares at Dec. 31, 2023 | 29,013,834 | 29,013,834 | |||||
[1]Less than $1. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 136,310 | $ 140,213 | $ 93,101 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation of property, plant and equipment | 10,344 | 8,621 | 6,475 |
Amortization of intangible assets | 5,857 | 6,033 | 2,458 |
Amortization of premium and accretion of discount on marketable securities, net | (3,001) | 1,666 | 1,708 |
Amortization of debt discount and issuance costs | 1,284 | 1,282 | 4,229 |
Share-based compensation | 18,286 | 16,647 | 10,488 |
Net effect of exchange rate fluctuation | 1,754 | 4,523 | (745) |
Changes in assets and liabilities: | |||
Trade accounts receivables, net | (1,183) | (31,634) | (5,132) |
Inventories | (26,000) | (29,311) | (18,457) |
Other current and long-term assets | (5,752) | (4,223) | 192 |
Deferred tax assets, net | (6,241) | (13,740) | (2,989) |
Operating lease right-of-use assets | 3,050 | 3,873 | 1,680 |
Trade accounts payables | (7,807) | 5,142 | 11,697 |
Deferred revenues | 11,391 | 15,243 | 10,621 |
Operating lease liabilities | (3,221) | (6,351) | (904) |
Other current and long-term liabilities | (11,352) | 1,509 | 17,919 |
Accrued severance pay, net | (188) | 46 | (79) |
Net cash provided by operating activities | 123,531 | 119,539 | 132,262 |
Cash flows from investment activities: | |||
Acquisition of subsidiary, net of acquired cash | 0 | (78,469) | 0 |
Change in short-term and long-term interest-bearing bank deposits | (29,658) | 129,944 | (31,456) |
Investment in marketable securities | (273,572) | (211,742) | (215,091) |
Proceed from sales and maturities of marketable securities | 195,087 | 81,325 | 12,862 |
Purchase of property, plant and equipment | (17,188) | (21,314) | (4,816) |
Net cash used in investing activities | (125,331) | (100,256) | (238,501) |
Cash flows from financing activities: | |||
Settlement of a contingent consideration liability | 0 | (8,480) | 0 |
Purchases of treasury shares | (112) | (21,416) | 0 |
Proceeds from exercise of options | 122 | 90 | 11 |
Net cash provided by (used in) financing activities | 10 | (29,806) | 11 |
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash | (2,357) | (4,454) | 622 |
Decrease in cash, cash equivalents and restricted cash | (4,147) | (14,977) | (105,606) |
Cash and cash equivalents - beginning of year | 111,721 | 126,698 | 232,304 |
Cash, cash equivalents and restricted cash - end of year | 107,574 | 111,721 | 126,698 |
Supplemental disclosure of non-cash activities: | |||
Operating right-of-use assets recognized with corresponding operating lease liabilities | 785 | 17,398 | 3,198 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for income taxes | $ 26,842 | $ 23,014 | $ 13,275 |
GENERAL
GENERAL | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL | NOTE 1 - Business Description: Nova Ltd. (”Nova” or the “Parent Company”) was incorporated and commenced operations in 1993 in the design, development and production of process control systems, used in the manufacturing of semiconductors. Nova has wholly owned subsidiaries in the United States of America (the “U.S.”), Japan, Taiwan, Korea, China and Germany (together defined as the “Company”). The Company’s Chief Operating Decision Maker (CODM) is the Company’s president and CEO. The Company operates in one operating segment. On April 2, 2015, the Company completed the acquisition of 100% shares of ReVera Inc. (hereinafter – ReVera) a privately-held U.S. company. On December 31, 2017, ReVera, merged into Nova Measuring Instruments, Inc. On January 25, 2022, the Company completed the acquisition of 100% shares of ancosys GmbH (hereinafter – ancosys) a privately-held German company. On July 1, 2023, ancosys, merged into Nova Measuring Instruments GmbH. The ordinary shares of the Company are traded on the NASDAQ Global Market since April 2000 and on the Tel-Aviv Stock Exchange since June 2002. On June 24, 2021, the Company increased its authorized share capital to 60,000,000 Ordinary Shares and eliminated the par value of the Ordinary shares. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America. The following is a summary of the significant accounting policies, which were applied in the preparation of these financial statements, on a consistent basis: A. Principles of Consolidation and Basis of Presentation The Company’s consolidated financial statements include the financial statements of Nova Ltd. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. B. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company's management evaluates its estimates on an ongoing basis, including those related to, but not limited to revenue recognition, allowance for credit losses related to marketable securities, inventory write-offs, business combination, fair value and useful lives of intangible assets, income taxes and tax uncertainties income taxes, credit loss related to collectability of trade accounts receivable, goodwill impairment, lease discount rate and lease period. These estimates are based on management's knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from those estimates. C. Financial Statements in U.S. Dollars The currency of the primary economic environment in which the operations of the Company is conducted is the U.S. dollar (“dollar” or “USD”). Accordingly, the Company uses the dollar as its functional and reporting currency. Certain dollar amounts in the financial statements may represent the dollar equivalent of other currencies, including the New Israeli Shekel (“NIS”) and the Euro. Transactions and balances denominated in dollars are presented at their dollar amounts. Non-dollar transactions and balances are re-measured into dollars in accordance with the principles set forth in ASC 830, “Foreign Currency Translation”. All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. On consolidation, the assets and liabilities of foreign operations with functional currency other than dollar are translated into dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognized in other comprehensive income (“OCI”). Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. D. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents represent short-term highly liquid investments (mainly interest-bearing deposits) with maturity dates not exceeding three months from the date of deposit. Restricted Cash consist Any cash that is legally restricted from use is classified as restricted cash. The following table provides a summary of cash, cash equivalents and restricted cash that constitute the total amounts shown in the consolidated statements of cash flows: As of December 31, 2023 2022 2021 Cash and cash equivalents 107,574 111,121 126,698 Long term restricted cash - 600 - Cash, cash equivalents and restricted cash 107,574 111,721 126,698 E. Short Term Bank Deposit Short-term bank deposits consist of bank deposits with original maturities of more than three months and up to twelve months. F. Marketable Securities The Company accounts for marketable securities in accordance with ASC Topic 320, “Investments – Debt Securities”. The Company’s investments in marketable securities consist of high-grade treasury, corporate and municipal bonds. Investments in marketable securities are classified as available for sale at the time of purchase. Available for sale securities are carried at fair value based on quoted market prices, with unrealized gains and losses, reported in accumulated other comprehensive income (loss) in shareholders’ equity. Realized gains and losses on sales of marketable securities, are included in financial income (expenses), net. The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in financial income (expenses), net. The Company classifies its marketable securities as either short term or long term based on each instrument’s underlying contractual maturity date. Marketable securities with maturities of 12 months or less are classified as short-term and marketable securities with maturities greater than 12 months are classified as long-term. The Company accounts for Credit losses in accordance with ASU 2016-13, Topic 326 “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments”. The guidance requires the Company to determine whether a decline in fair value below the amortized cost basis of an available for sale debt security is due to credit related factors or noncredit related factors. A credit related impairment should be recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, however, if the Company intends to sell an impaired available for sale debt security or more likely than not would be required to sell such a security before recovering its amortized cost basis, the entire impairment amount would be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. The Company did not recognize an allowance for credit losses on marketable securities as there were no expected credit losses for the years ended December 31, 2023 and 2022. G. Trade Accounts Receivables Trade accounts receivables are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts, in accordance with ASC 326. The Company makes estimates of expected credit losses for based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. H. Business Combination The results of an acquired business in a business combination are included in the Company’s consolidated financial statements from the date of acquisition according to the guidance of ASC Topic 805, “Business Combinations.” The Company allocates the purchase price, which is the sum of the consideration provided and may consist of cash, equity or a combination of the two, to the identifiable assets and liabilities of the acquired business at their fair values as of the acquisition date. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Following the adoption of ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” for all business combinations with acquisition date from January 1, 2022, the Company applies ASC 606 “Revenue from Contracts with Customer”, to recognize and measure contract assets and contract liabilities on the acquisition date. Contingent consideration incurred in a business combination is included as part of the purchase price and recorded at a probability weighted assessment of the fair value as of the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, with any adjustments in fair value recognized in earnings under general and administrative expenses. Acquisition related costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an expense in the period in which the costs are incurred. I. Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories, discontinued products, and for market prices lower than cost, if any. The Company periodically evaluates the quantities on hand relative to historical and projected sales volume (which is determined based on an assumption of future demand and market conditions), the age of the inventory and the expected consumption of service spare parts. At the point of the loss recognition, a new lower cost basis for that inventory is established. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Inventory includes costs of products delivered to customers and not recognized as cost of revenues, where revenues in the related arrangements were not recognized. To support the Company’s service operations, the Company maintains service spare parts inventory and reduce the net carrying value of this inventory over the service life. Cost is determined as follows: • Raw materials - using the moving average cost method, with specific items valued on a first-in, first-out (FIFO) basis Service inventory, work in process and finished goods - based on actual production cost basis (materials, labor and indirect manufacturing costs). J. Property, Plant and Equipment Property, plant and equipment are presented at cost, net of accumulated depreciation. Annual depreciation is calculated based on the straight-line method over the estimated useful lives of the related assets. Estimated useful life is as follows: Years Electronic equipment 3-7 Office furniture and equipment 3-17 Leasehold improvements Over the shorter of the term of the lease (including its extension asset Depreciation methods, useful lives and residual values are reviewed at the end each reporting year and adjusted if appropriate. K. Goodwill and Intangible Assets Goodwill and other purchased intangible assets have been recorded as a result of the acquisition of ReVera and ancosys. Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired, and related liabilities. Goodwill is carried at cost and is not amortized, but rather is subject to an impairment test, in accordance with ASC 350, “Intangibles – Goodwill and Other”, at least annually (in the fourth quarter), or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. ASC 350 allows the Company to first perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value prior to performing the quantitative goodwill impairment test. The Company operates in one operating segment, and this segment comprises its only reporting unit. Any excess of the carrying value of the reporting unit over its fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to the fair value of the reporting unit. Intangible assets with finite life (refer to note 2M for impairment assessment of intangible assets with finite life) are amortized over their useful lives using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used, or, if that pattern cannot be reliably determined, using a straight-line amortization method. There was no impairment of goodwill during the periods presented . Weighted Average Useful Life (Years) Technology 3-9 Customer relationships 10-13 L. Implementation costs incurred in cloud computing arrangement that is a service contract: The Company’s cloud computing arrangement (“CCA”) that is a service contract consists of an arrangement with third party vendors for internal use of their software applications that they host. Subscription fees are usually prepaid and recorded in operating expense over the period that the Company has access to use the software. Implementation costs for CCA are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. Amortization of capitalized implementation costs is recorded on a straight-line basis over the term of the CCA, which is the non-cancellable period of the agreement, together with periods covered by renewal options which the Company is reasonably certain to exercise. As of December 31, 2023, the Company has capitalized $2,463 implementation costs in CCA which are included in other long-term assets. As of December 31, 2023, the amortization of these capitalized implementation costs has not yet commenced. M. Impairment of Long-Lived Assets Long-lived assets (tangible and intangible assets with finite life), held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets (or asset Group) may not be recoverable. In the event that the sum of the expected future cash flows (undiscounted and without interest charges) of the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized, and the assets (or asset Group) would be written down to their estimated fair values. During the years 2023, 2022 and 2021, no impairment losses have been identified. N. Accrued Warranty Costs Accrued warranty costs are calculated with respect to the warranty period on the Company’s products and are based on the Company’s prior experience and in accordance with management’s estimate. The estimated future warranty obligations are affected by the warranty periods, install base, labor and other related costs incurred in correcting a product failure. O. Derivative Financial Instruments ASC 815 requires the presentation of all derivatives as either assets or liabilities on the balance sheet and the measurement of those instruments at fair value. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. In addition to the derivatives that are designated and qualify as a cash flow hedge, the Company enters into certain foreign exchange forward and option transactions to hedge suppliers. Gains and losses related to such derivative instruments are recorded in financial income (expenses), net. Cash flows associated with derivative instruments and their related gains and losses are presented in cash flows from operating activities. See Note 16 for disclosure of the derivative financial instruments in accordance with such pronouncements. P. Leases Under ASC 842, a contract is or contains a lease when the Company has the right to control the use of an identified asset for a period of time. 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 the Company’s use. On the commencement date leases are evaluated for classification and assets and liabilities are recognized based on the present value of lease payments over the lease term. 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 right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments and any lease incentives. Costs incurred for common area maintenance, real estate taxes, and insurance are not included in the lease liability and are recognized as they are incurred. The Company's leases include buildings and car leases, which are all classified as operating leases. Certain lease agreements include rental payments that are adjusted periodically for the consumer price index ("CPI"). The ROU and lease liability were calculated using the CPI as of the commencement date and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Certain leases include renewal options that are under the Company's sole discretion. The renewal options were included in the ROU and liability calculation if it was reasonably assured that the Company will exercise the option. As the Company’s lease arrangements do not provide an implicit rate, the Company uses its incremental estimated borrowing rate at lease commencement to measure ROU assets and lease liabilities. Operating lease expense is generally recognized on a straight-line basis over the lease term. For leases with a term of one year or less, the Company elected not to record the ROU asset or liability. Q. Convertible Senior Notes The Company accounts for its convertible senior notes in accordance with ASC 470-20 "Debt with Conversion and Other Options" including Accounting Standards Update No. 2020-06, “Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity's Own Equity (Subtopic 815-40)” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The Company adopted ASU 2020-06 using the modified retrospective method as of January 1, 2022. See also Note 10. Prior to the adoption of the above-mentioned ASU 2020-06, issuers of certain convertible debt instruments, such as the Notes, that may be settled wholly or partially in cash upon conversion were required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The liability component at issuance was recognized at fair value, based on the fair value of a similar instrument of similar credit rating and maturity that does not have a conversion feature. The equity component was based on the excess of the principal amount of the convertible senior notes over the fair value of the liability component and was recorded in additional paid-in capital. The equity component, net of issuance costs and deferred tax effects was presented within additional paid-in-capital and was not remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount and the liability component represents a debt discount that was amortized to financial expense over the respective terms of the Notes using an effective interest rate method. The Company allocated the total issuance costs incurred to the liability and equity components of the convertible senior notes based on their relative values. Issuance costs attributable to the liability and equity components were $5,894 and $518, respectively. Issuance costs attributable to the liability were netted against the principal balance and were amortized to financial expense using the effective interest method over the contractual term of the notes. The effective borrowing rate of the liability component of the notes (after deduction of the abovementioned issuance costs attributed to the liability component) was 2.365%. This borrowing rate was based on Company's synthetic credit risk rating. R. Revenue Recognition Revenue Recognition Policy The Company enters into revenue arrangements that include products and services which are distinct and accounted for as separate performance obligations. The Company determines whether promises are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether the Company's commitment to transfer the product or service to the customer is separately identifiable from other obligations in the contract. The Company derives revenue from sales of advanced process control systems, spare parts, labor hours and service contracts. Revenues derived from sales of advanced process control systems, spare parts and labor hours are recognized at a point in time, when control of the promised goods or services is transferred to the customers, upon fulfillment of the contractual terms (typically upon shipment of the systems and spare parts or when the service is completed for labor hours). Revenue from software licenses is recognized at a point in time, when the software is made available to the customer. Revenues derived from service contracts, are recognized ratably over time in accordance with the term of the contract since the Company has a stand-ready obligation to provide the service. Such contracts generally include a fixed fee. Revenues from sales which were not yet determined to be final sales due to certain acceptance provisions are deferred. Contracts with Multiple Performance Obligations Contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative Standalone Selling Price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation. The Company uses a range of amounts to estimate SSP when it sells each of the products and services separately and needs to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. Remaining Performance Obligations Remaining performance obligations (RPOs) represent contracted revenues that had not yet been recognized and include deferred revenues and invoices that have been issued to customers but were uncollected and have not been recognized as revenues. As of December 31, 2023, the aggregate amount of the RPOs was $65,509, comprised of $41,978 deferred revenues and $23,531 of uncollected amounts that were not yet recognized as revenues. The Company expects the RPO to be recognized as revenues over the next year. Contract Balances Revenues recognized during 2023, 2022 and 2021 from deferred revenues amounts included in current liabilities at the beginning of the period amounted to $27,065, $12,924 and $3,651 respectively. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. S. Research and Development Research and development costs are charged to operations as incurred. Amounts received or receivable from the Government of Israel through the Israeli Innovation Authority (“IIA”) or from the European Community as participation in certain research and development programs are offset against research and development costs. The accrual for grants receivable is determined based on the terms of the programs, provided that the criteria for entitlement are expected to be met. Research and development grants recognized during the years ended December 31, 2023, 2022 and 2021 were $3,061, $3,064 and $4,395 respectively. T. Income Taxes The Company accounts for income taxes utilizing the asset and liability method in accordance with ASC 740, “Income Taxes”. Current tax liabilities are recognized for the estimated taxes payable on tax returns for the current year. Deferred tax liabilities or assets are recognized for the estimated future tax effects attributable to temporary differences between the income tax bases of assets and liabilities and their reported amounts in the financial statements, and for tax loss carryforwards. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax laws, and deferred tax assets are reduced, if necessary, by the amount of tax benefits, the realization of which is not considered more likely than not based on available evidence. ASC 740-10 requires a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. U. Share-Based Compensation The Company accounts for equity-based compensation using ASC 718 “Compensation - Stock Compensation,” which requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant-date fair value of those awards. Share Options In 2023 and 2022 the Company did not grant share options. The Company policy, under ASC 718, the fair market value of each option grant is estimated on the date of grant using the “Black-Scholes option pricing” method with the following weighted-average assumptions as relevant for prior years: 2 0 2 1 Risk-free interest rate 0.89 % Expected term of options 4.97 years Expected volatility 39.02 % Expected dividend yield 0 % Expected volatility was calculated based on actual historical share price movements over a term that is equivalent to the expected term of granted options. The expected term of options granted is based on historical experience and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The Company recognizes compensation expenses for the value of awards granted, based on the accelerated method. The Company account for forfeitures as they occur. Restricted Share Units The Company recognizes the fair value of Restricted Share Units (“RSUs”) on the grant date based on the market value of the underlying share and the expense is recognized over the requisite service period for awards using the accelerated method. V. Earnings per Share Earnings per share are presented in accordance with ASC 260-10, “Earnings per Share”. Pursuant to which, basic earnings per share excludes the dilutive effects of convertible securities and is computed by dividing income (loss) available to ordinary shareholders by the weighted-average number of ordinary shares net of treasury shares outstanding for the period. Diluted earnings per share reflect the potential dilutive effect of options and RSUs. The number of potentially dilutive options and RSUs excluded from diluted earnings per share due to the anti-dilutive effect of out of the money options amounted to 299,249 in 2023, 265,085 in 2022 and 336,857 in 2021. Subsequent to the modified retrospective adoption of ASU 2020-06 (see note 2Q), as of January 1, 2022, diluted earnings per share reflect the full dilutive effect of the Convertible Senior Notes, including adding back of amortization of debt issuance costs related to the Convertible Senior Notes, net of tax. In 2021, prior to the adoption of ASU 2020-06, shares amounting to 2,055,641, underlying the conversion option of the Convertible Senior Notes, were not considered in the calculation of diluted earnings per share. Net income per share is shown below (U.S. dollars in thousands, except per share data): Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Net income for basic earnings per share 136,310 140,213 93,101 Amortization of debt issuance costs related to the Convertible Notes, net of tax 1,130 1,128 - Net income for diluted earnings per share 137,440 141,341 93,101 Basic weighted-average shares outstanding 28,828 28,697 28,372 Dilutive effect of share-based compensation 580 492 819 Dilutive effect of Convertible Senior Notes 2,681 2,681 625 Diluted weighted average shares outstanding 32,089 31,870 29,816 Earnings per share: Basic 4.73 4.89 3.28 Diluted 4.28 *4.43 3.12 * The Company has voluntarily corrected an immaterial error in calculating the nominator of its diluted EPS for the year ended on December 31, 2022. The as-adjusted diluted EPS for the year ended December 31, 2022, was $4.43, while the previously reported Diluted EPS was $4.40. W. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, marketable securities, trade accounts receivable and foreign currency derivative contracts. The majority of the Company’s cash and cash equivalents and bank deposits are invested in dollar instruments with major banks in Israel. Management believes that the financial institutions that hold the Company's investments are corporations with high credit standing. Accordingly, management believes that low credit risk exists with respect to these financial investments. The trade accounts receivable of the Company are derived from sales to customers located primarily in Taiwan R.O.C. , and USA. The management of the Company performed risk assessment on an ongoing basis and believes it bears low risk. The Company entered into options and forward contracts to hedge against the risk of overall changes in future cash flow from payments of payroll and related expenses as well as other expenses denominated in NIS. The derivative instruments hedge a portion of the Company's non-dollar currency exposure. Counterparty to the Company’s derivative instruments is major financial institution. The Company's debt marketable securities include investments in highly rated corporate debentures and governmental bonds. The financial institutions that hold the Company's debt marketable securities are major financial institutions located in the United States. The Company believes its debt marketable securities portfolio is a diverse portfolio of highly rated securities and the Company's investment policy limits the amount the Company may invest in an issuer. X. Fair Value Measurements The fair values of the Company’s cash and cash equivalents, short-term interest-bearing bank deposits, trade accounts receivable, and accounts payable approximate their carrying amounts due to their short-term nature. The Company follows the provisions of ASC No. 820, “Fair Value Measurement” (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining a fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability, based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect assumptions that market participants would use in pricing an asset or liability, based on the best information available under given circumstances. The hierarchy is broken down into three levels, based on the observability of inputs and assumptions, as follows: Level 1 Level 2 Level 3 In accordance with ASC 820, the Company measures its marketable securities, at fair value using the market approach valuation technique. Marketable securit |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 3 - MARKETABLE SECURITIES The following is a summary of marketable securities amortized cost, unrealized gains, unrealized losses, and fair value as of December 31, 2023: Marketable securities Amortized Cost Unrealized gains Unrealized losses Fair Value Matures within one year: Corporate bonds 166,667 54 (1,235 ) 165,486 Governmental bonds 50,824 43 (95 ) 50,772 217,491 97 (1,330 ) 216,258 Matures after one year: Corporate bonds 167,452 620 (1,568 ) 166,504 Governmental bonds 24,803 58 (14 ) 24,847 192,255 678 (1,582 ) 191,351 409,746 775 (2,912 ) 407,609 The following is a summary of marketable securities amortized cost, unrealized gains, unrealized losses, and fair value as of December 31, 2022: Marketable securities Amortized Cost Unrealized gains Unrealized losses Fair Value Matures within one year: Corporate bonds 114,475 1 (1,341 ) 113,135 Governmental bonds 54,282 - (344 ) 53,938 168,757 1 (1,685 ) 167,073 Matures after one year: Corporate bonds 147,888 28 (6,046 ) 141,870 Governmental bonds 11,948 - (356 ) 11,592 159,836 28 (6,402 ) 153,462 328,593 29 (8,087 ) 320,535 Proceeds from maturity of available-for-sale marketable securities during the year ended December 31, 2023, and 2022 were $192,585 and $80,391, respectively. Proceeds from sales of available-for sale marketable securities, were $2,502 and $934 which led to $35 and $68 realized losses, during the years ended December 31, 2023 and 2022, respectively. Out of the $2,912 unrealized loss as of December 31, 2023, unrealized loss of $2,692 was included in the unrealized loss balance as of December 31, 2022. Out of the $8,087 unrealized loss as of December 31, 2022, unrealized loss of $1,191 was included in the unrealized loss balance as of December 31, 2021. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 - A. Composition: As of December 31, 2 0 2 3 2 0 2 2 Raw materials 50,156 38,050 Service inventory 31,407 26,069 Work in process 31,873 25,676 Finished goods 24,762 26,805 138,198 116,600 B. In the years ended December 31, 2023, 2022 and 2021, the Company wrote down inventories in a total amount of $8,748, $6,406 and $5,126, respectively. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER CURRENT ASSETS | NOTE 5 - As of December 31, 2 0 2 3 2 0 2 2 Prepaid expenses 10,999 9,107 Governmental institutions 3,682 2,889 Governments grants receivables 662 1,416 Hedging derivative 1,229 - Other 512 115 17,084 13,527 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | NOTE 6 - As of December 31, 2 0 2 3 2 0 2 2 Cost: Electronic equipment 72,116 64,176 Office furniture and equipment 6,322 5,471 Leasehold improvements 39,875 34,955 Land and building 11,673 5,181 129,986 109,783 Accumulated depreciation: Electronic equipment 49,765 43,414 Office furniture and equipment 3,548 2,833 Leasehold improvements 9,799 7,650 Land and building* - - 63,112 53,897 Net book value 66,874 55,886 Depreciation expenses amounted to $10,344, $8,621 and $6,475 for the years ended December 31, 2023, 2022 and 2021, respectively. * Building is under construction and has not yet been completed, therefore depreciation has not started. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 7 - Intangible assets originated from the acquisition of ReVera on April 2, 2015, and the acquisition of ancosys on January 25, 2022. The following is a summary of intangible assets as of December 31, 2023 and 2022: As of December 31, 2 0 2 3 2 0 2 2 Original amount: Technology 58,227 56,916 Customer relationships 9,747 9,603 67,974 66,519 Accumulated amortization: Technology 22,955 17,525 Customer relationships 5,835 5,408 28,790 22,933 Net book value 39,184 43,586 Amortization expenses amounted as following: Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Technology 5,430 5,426 1,918 Customer relationships 427 607 540 5,857 6,033 2,458 Annual amortization expenses are expected as follows: Year ending December 31, 2024 5,782 2025 5,285 2026 5,285 2027 5,285 2028 5,285 2029 and thereafter 12,262 Total 39,184 |
OTHER CURRENT LIABILITIES
OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER CURRENT LIABILITIES | NOTE 8 - A. Consists of: As of December 31, 2 0 2 3 2 0 2 2 Accrued salaries and fringe benefits 27,105 31,652 Accrued warranty costs (See B below) 8,080 9,517 Governmental institutions 4,846 12,202 Governments grants payables 1,019 647 Hedging derivative - 454 Other 244 353 41,294 54,825 B. Accrued Warranty Costs: The Company provides standard warranty coverage on its systems. Parts and labor are covered under the terms of the warranty agreement. The Company accounts for the estimated warranty cost as a charge to costs of revenues when revenue is recognized. Accrued warranty costs presented in: As of December 31, 2 0 2 3 2 0 2 2 Other current liabilities 8,080 9,517 Other long-term liabilities 443 1,113 8,523 10,630 The following table provides the changes in the product warranty accrual for the fiscal years ended December 31, 2023 and 2022: As of December 31, 2 0 2 3 2 0 2 2 Balance as of beginning of year 10,630 8,885 Services provided under warranty (11,764 ) (11,959 ) Changes in provision 9,657 13,704 Balance as of end of year 8,523 10,630 |
LIABILITY FOR EMPLOYEE SEVERANC
LIABILITY FOR EMPLOYEE SEVERANCE PAY, NET | 12 Months Ended |
Dec. 31, 2023 | |
Postemployment Benefits [Abstract] | |
LIABILITY FOR EMPLOYEE SEVERANCE PAY, NET | NOTE 9 - Israeli law and labor agreements determine the obligations of the Company to make severance payments to dismissed employees and to employees leaving employment under certain other circumstances. The obligation for severance pay benefits, as determined by Israeli law, is based upon length of service and the employee’s most recent salary. The liability is partially covered through insurance policies purchased by the Company and deposits in a severance fund. The deposited funds include profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israel's Severance Pay Law, 1963 or labor agreements. Since July 2008, the Company's agreements with new Israeli employees are under Section 14 of the Israeli Severance Pay Law, 1963. The Company's contributions for severance pay have replaced its severance obligation. Upon contribution of the full amount of the employee's monthly salary for each year of service, no additional calculations are conducted between the parties regarding the matter of severance pay and no additional payments are made by the Company to the employee. Labor agreements in Taiwan determine the obligations of the Company to make severance payments to dismissed employees and to employees leaving employment under certain other circumstances. The obligation for severance pay benefits is based upon length of service and the employee’s average salary. Severance pay expenses for the years ended December 31, 2023, 2022 and 2021, amounted to $957, $1,114 and $818, respectively (excluding the Company’s contributions for severance pay under section 14). |
CONVERTIBLE SENIOR NOTES, NET
CONVERTIBLE SENIOR NOTES, NET | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE SENIOR NOTES, NET | NOTE 10 - In October 2020, the Company issued $175,000 aggregate principal amount, 0% coupon rate, of convertible senior notes due 2025 and an additional $25,000 aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment option of the initial purchasers (collectively, “Convertible Notes” or “Notes”). The Convertible Notes are convertible based upon an initial conversion rate of 13.4048 of the Company’s ordinary shares per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $74.60 per ordinary share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events. The Convertible Notes are senior unsecured obligations of the Company. The Convertible Notes will mature on October 15, 2025, (the "Maturity Date"), unless earlier repurchased, redeemed or converted. Prior to July 15, 2025, a holder may convert all or a portion of its Convertible Notes only under the following circumstances: 1. During any calendar quarter commencing after the calendar quarter ending on March 31, 2021 (and only during such calendar quarter), if the last reported sale price of the Company’s ordinary shares for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; 2. During the five business day period after any 10 consecutive trading day period (“measurement period”) in which the trading price, determined pursuant to the terms of the Convertible Notes, per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ordinary shares and the conversion rate on each such trading day; 3. If the Company calls such Convertible Notes for redemption in certain circumstances, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or 4. Upon the occurrence of specified corporate events. On or after July 15, 2025 until the close of business on the second scheduled trading day immediately preceding the Maturity Date, a holder may convert its Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company can pay or deliver cash, ordinary shares or a combination of cash and ordinary shares, at the Company’s election. The Company may not redeem the notes prior to October 20, 2023, except in the event of certain tax law changes. The Company may, at any time and from time to time, redeem for cash all or any portion of the notes, at the Company's option, on or after October 20, 2023, if the last reported sale price of the Company`s ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which it delivers notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, (plus accrued and unpaid special interest (if any) to, but excluding, the redemption date). Upon the occurrence of a Fundamental Change as defined in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes, (plus accrued and unpaid special interest payable under certain circumstances set forth in the terms of the Convertible Notes (if any) to, but excluding, the fundamental change repurchase date). In addition, in connection with a make-whole fundamental change (as defined in the Indenture), or following the Company’s delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or redemption, as the case may be. As of December 31, 2023, condition 1 as stated above has been met, as the Company share price exceeded the abovementioned threshold. During the calendar quarter ending on March 31, 2024, the Notes are therefore convertible. Consequently, as of December 31, 2023, the Notes are classified as current liability. As of December 31, 2022, condition 1 as stated above has not been met, as the Company share price did not exceeded the abovementioned threshold. The Notes were therefore classified as non-current liability. The adoption of ASU 2020-06 (see Note 2Q) resulted in the following changes to January 1, 2022 balance sheet: • An increase of $12,075 to liability for convertible senior notes, in the consolidated balance sheets, to reflect the full principal amount of the convertible notes outstanding net of issuance costs. • A reduction of $13,770 to additional paid-in capital, net of estimated income tax effects, to remove the equity component separately recorded for the conversion features associated with the convertible notes. • An increase to deferred tax assets, net of $1,444, to reflect the decrease in deferred tax liability relating to removal of the equity component stated above. • A cumulative-effect adjustment of $3,139, net of estimated income tax effects, to the balance of retained earnings. The adoption of this new guidance reduced interest expense by $3,147 and $3,053 in 2023 and 2022 respectively. In addition, the required use of the if-converted method by the new guidance in calculating diluted earnings per share increased the number of potentially dilutive shares in 2023 and 2022 by 2,680,965 and 2,055,641 shares respectively, compared to the potentially dilutive shares used in 2021 calculation of earnings per share. In connection with the adoption, the Company calculated an effective interest rate of 0.7%. The net carrying amount of the Convertible Notes as of December 31, 2023 and December 31, 2022 are as follows: As of December 31, 2 0 2 3 2 0 2 2 Principal amount 200,000 200,000 Unamortized issuance costs (2,322 ) (3,606 ) Net carrying amount 197,678 196,394 Amortization of debt issuance costs related to the Convertible Notes amounted to $1,284, $1,282 and $4,229 for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, the total estimated fair value of the convertible senior notes was approximately $370,596. The fair value of the convertible senior notes is considered to be Level 2 within the fair value hierarchy and was determined based on quoted price of the convertible senior notes in an over-the-counter market. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
LEASES | NOTE 11 - LEASES The Company has operating leases for facilities and vehicles. The Company’s leases have remaining terms of 1 to 8 years, some of which include options to extend the leases for up to additional 10 years. The weighted average remaining lease term was 12.6 years, and the weighted average discount rate was 3.7% as of December 31, 2023. Lease expenses amounted to $6,636, $6,587 and $3,935 for the years ended December 31, 2023, 2022 and 2021, respectively. The expected discounted and undiscounted lease payments under non-cancelable leases as of December 31, 2023, excluding non-lease components, were as follows: Year 2024 6,759 2025 6,257 2026 5,422 2027 5,345 2028 5,415 2029 and thereafter 30,681 Total lease payments 59,879 Less imputed interest (13,414 ) Total 46,465 Operating cash flows for operating leases amounted to $6,138, $6,450 and $4,134 for the years ended December 31, 2023, 2022 and 2021, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 - COMMITMENTS AND CONTINGENCIES The Company is obligated under certain agreements with its suppliers to purchase specified items of inventory which are expected to be utilized during the years 2024-2025. As of December 31, 2023, non-cancelable purchase obligations were approximately $105,300. From time to time, the Company may be involved in various claims and legal proceedings. The Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated the Company would accrue a liability for the estimated loss. As of December 31, 2023 and 2022, the Company was not involved in any material claims or legal proceedings which require accrual of liability for the estimated loss. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 13 - SHAREHOLDERS’ EQUITY A. Rights of Shares: Holders of ordinary shares are entitled to participate equally in the payment of cash dividends and bonus shares (stock dividends) and, in the event of the liquidation of the Company, in the distribution of assets after satisfaction of liabilities to creditors. Each ordinary share is entitled to one vote on all matters to be voted on by shareholders. B. Share Repurchase: In March 2022, the Company announced a $100 million repurchase program of the Company’s ordinary shares. Through December 31, 2023, the Company spent an aggregate of $21,528 million to repurchase 252,983 ordinary shares under the Company’s share repurchase program. All treasury shares have been canceled as of the end of each respective year. C. Equity Based Incentive Plans: The Company’s Board of directors approves, from time to time, equity-based incentive plans, the last of which was approved in August 2017. Equity-based incentive plans include stock options, restricted share units and restricted stock awards to employees, officers and directors. Share-based compensation The following table summarizes the effects of share-based compensation resulting from the application of ASC 718 included in the Statements of Operations as follows: Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Cost of Revenues: Product 3,193 2,456 1,358 Service 1,753 1,710 802 Research and Development 7,736 6,861 3,994 Sales and Marketing 3,437 3,179 2,221 General and Administrative 2,167 2,441 2,113 Total 18,286 16,647 10,488 As of December 31, 2023, there was $21 of total unrecognized compensation cost related to non-vested employee options and $38,107 of total unrecognized compensation cost related to non-vested employee RSUs. These costs are generally expected to be recognized over a period of four years. Shares Options Share options vest over four years and their contractual term may not exceed 10 years. The exercise price is the market price at the date of each grant. During 2023 and 2022, the Company did not grant share options. The weighted average fair value (in dollars) of the options granted during 2021, according to Black-Scholes option-pricing model, amounted to $35.94 per option. Summary of the status of the Company’s share option plans as of December 31, 2023, as well as changes during the year then ended, is presented below: 2023 Share Options Weighted Average Exercise Price Outstanding - beginning of year 290,711 29.83 Exercised (133,485 ) 25.20 Cancelled and forfeited (50,947 ) 39.61 Outstanding - year end 106,279 31.04 Options exercisable at year end 100,540 29.40 The aggregate intrinsic value represents the total intrinsic value (the difference between the Company's closing share market price on the last trading day of the fiscal year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last trading day of the fiscal year. This amount changes based on the fair market value of the Company's shares. The total intrinsic value of options outstanding as of December 31, 2023 and 2022 was $11,302 and $15,271, respectively. The total intrinsic value of options exercisable as of December 31, 2023 and 2022 was $10,857 and $12,956, respectively. The total intrinsic value of options exercised during the years 2023, 2022 and 2021 was $11,149, $14,523, and $18,571 respectively. The following table summarizes information about share options outstanding as of December 31, 2023: Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price (US dollars) (in years) (US dollars) (US dollars) 20.01-35.00 88,913 1.56 26.37 88,913 26.37 35.01-50.00 12,450 3.41 44.16 8,882 44.31 50.01-70.00 2,036 3.59 53.61 1,305 53.61 70.01-102.35 2,880 3.48 102.35 1,440 102.35 106,279 31.04 100,540 29.40 Restricted Share Units Restricted Share Units (“RSU”) grants are rights to receive shares of the Company's ordinary shares on a one-for-one basis and are not entitled to dividends or voting rights, if any, until they are vested. RSU’s vesting schedules are 25% on each of the first, second, third and fourth anniversaries of the grant date, or, 33% on each of the first, second, and third anniversaries of the grant date. The fair value of such RSU grants is being recognized based on the accelerated method over the vesting period. Performance based RSU grants vest over a period of 3 years and are subject to certain performance criteria; accordingly, compensation expense is recognized for such awards when it becomes probable that the related performance condition will be satisfied . 2023 Number of RSUs Weighted average grant date fair value (USD) Unvested - beginning of year 484,721 81.05 Granted 334,012 105.94 Vested (203,128 ) 70.89 Canceled (27,936 ) 88.27 Unvested at year end 587,669 98.39 The total intrinsic value of RSUs vested during the years 2023, 2022 and 2021 was $22,649, $16,907 and $17,341, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 14 - INCOME TAXES A. Israeli Taxation Income Tax Regulations (Rules on Bookkeeping by Foreign Invested Companies and Certain Partnerships and Determination of their Taxable Income), 1986: As a "Controlled Foreign Cooperation" (as defined in the Israeli Law for the Encouragement of Capital Investments-1959), the Company's management has elected to apply Income Tax Regulations (Rules for Maintaining Accounting Records of Foreign Invested Companies and Certain Partnerships and Determining Their Taxable Income)-1986. Accordingly, its taxable income or loss is calculated in US Dollars. Law for the Encouragement of Capital Investments-1959: Part of the Company’s investment in equipment has received approvals in accordance with the Law for the Encouragement of Capital Investments, 1959 (“Approved Enterprise” status) in three separate investment plans. The Company has chosen to receive its benefits through the “Alternative Benefits” track, and, as such, is eligible for various benefits. These benefits include accelerated depreciation of fixed assets used in the investment program, as well as a full tax exemption on undistributed income in relation to income derived from the first plan for a period of 4 years and for the second and third plans for a period of 2 years. Thereafter a reduced tax rate of 25% will be applicable for an additional period of up to 3 years for the first plan and 5 years for the second and third plans, commencing with the date on which taxable income is first earned but not later than certain dates. The benefit period of the second and third plan have commenced. On April 1, 2005, an amendment to the Investment Law came into effect (“the Amendment”) and has significantly changed the provisions of the Investment Law. The Amendment limits the scope of enterprises which may be approved by the Investment Center by setting criteria for the approval of a facility as a Privileged Enterprise, such as provisions generally requiring that at least 25% of the Privileged Enterprise’s Income will be derived from export. Additionally, the Amendment enacted major changes in the manner in which tax benefits are awarded under the Investment Law so that companies no longer require Investment Center approval in order to qualify for tax benefits. However, the Investment Law provides that terms and benefits included in any certificate of approval already granted will remain subject to the provisions of the law as they were on the date of such approval. Therefore, the Israeli companies with Approved Enterprise status will generally not be subject to the provisions of the Amendment. The entitlement to the above benefits is conditional upon the Company fulfilling the conditions stipulated by the above law, regulations published thereunder and the instruments of approval for the specific investments in "Approved Enterprises". In the event of failure to comply with these conditions, the benefits may be canceled, and the Company may be required to refund the amount of the benefits, in whole or in part, including interest. In the event of distribution by the Company of a cash dividend out of retained earnings that were tax exempt due to its Approved Enterprise status, the Company would have to pay corporate tax of 10% - 25% on the income from which the dividend was distributed based on the extent to which non-Israeli shareholders hold Company’s shares. A 15% withholding tax may be deducted from dividends distributed to the recipients. On November 15, 2021 a new amendment of the Investment Law (“the Amendment’) was enacted (i) providing a reduced corporate income tax on the Trapped Profits distributed within a year from such amendment. The reduced corporate income tax is based on a certain formula and subject to reinvestment of certain amounts in enumerated assets/activities; (ii) harshening the rules with respect to determining the profits from which a dividend was distributed and providing that part of any dividend distribution, will be deemed as distributed from the Trapped Profits, according to a certain formula. During December 2021, as part of the Tax Assessment audit for the years 2016-2019, the Company entered into an agreement with the Israeli Tax Authorities and opted-in with the new Amendment. The reduced corporate income tax on the Trapped Profits resulted in income tax expenses (net of reductions of uncertain tax positions provisions) of approximately $3.7M, and was included in the 2021 consolidated statements of operations. In 2008, the Company submitted a request to approve a new plan (fourth plan) as a Privileged Enterprise in accordance with the Amendment to the Investment Law. The commencing year was 2010, and the expiration year was 2021. In 2011, new legislation amending to the Investment Law was adopted. Under this new legislation, a uniform corporate tax rate will apply to all qualifying income of certain Industrial Companies (Requirement of a minimum export of 25% of the company's total turnover), as opposed to the current law's incentives, which are limited to income from Approved Enterprises during their benefits period. Under the new law, the uniform tax rate will be 10% in areas in Israel designated as Development Zone A and 15% elsewhere in Israel during 2011-2012, 7% and 12.5%, respectively, in 2013-2014, and 6% and 12%, respectively thereafter. The profits of these Industrial Companies will be freely distributable as dividends, subject to a 15% withholding tax (or lower, under an applicable tax treaty). Under the transition provisions of the new legislation, the Company may decide to irrevocably implement the new law while waiving benefits provided under the current law or to remain subject to the current law. In August 2013 "The Arrangements Law" (hereinafter—"the Law") was officially published. The following significant changes affecting taxation were approved: 1. The tax rate on a company in Development area A, effective January 1, 2014 is 9% (instead of 7% in 2014 and 6% in 2015 and thereafter), and the tax rate for companies in all other areas will be 16% (instead of 12.5% in 2014 and 12% in 2015 and thereafter). 2. The tax rate on dividend distributed, generated from "preferred income" or by a company that has an approved enterprise increased effective January 1, 2014 from 15% to 20%. In 2016, most of the Company’s taxable income in Israel was attributable to Preferred Enterprises, with a related tax rate of 16%. In 2015 and 2014, most of the Company’s taxable income in Israel was attributable to Approved Enterprise programs with zero tax. The New Technological Enterprise Incentives Regime - Amendment 73 to the Investment Law In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which includes Amendment 73 to the Law for the Encouragement of Capital Investments ("the 2017 Amendment") was published. According to the 2017 Amendment, Technological preferred enterprise, as defined in the Law for the Encouragement of Capital Investments, 1959 ("the Encouragement Law"), with total consolidated revenues of less than NIS 10 billion, shall be subject to 12% tax rate on income deriving from intellectual property (in development area A - a tax rate of 7.5%). Any dividends distributed deriving from income from the preferred technological enterprises will be subject to tax at a rate of 20%. The 2017 Amendment further provides that, in certain circumstances, a dividend distributed to a foreign corporate shareholder, would be subject to a 4% tax rate (if the percentage of foreign investors exceeds 90%). The Company assessed the criteria for qualifying to a “Preferred Technological Enterprise,” status and concluded that the Israeli entity is entitled to the above-mentioned benefits. The Company implemented the new incentives in its tax calculations starting 2017. B. U.S. Taxation The Tax Cuts and Jobs Act, 2017: On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “US Tax Act”) that instituted fundamental changes to the taxation of multinational corporations. The Tax Act includes significant changes to the U.S. corporate income tax system, including a Federal corporate rate reduction from 35% to 21%, adjustments to rules relating to limitations on the deductibility of interest expense and executive compensation, the transition of U.S. international taxation from a worldwide tax system to a territorial tax system, foreign derived intangible income deduction, rules that impact the utilization of US NOLs and other corporate tax provisions . Foreign-Derived Intangible Income: The 2017 Tax Act provides tax incentives to U.S. companies to earn income from the sale, lease or license of goods and services abroad (i.e., the portion of a domestic corporation’s intangible income that is derived from serving foreign markets) in the form of a deduction for foreign-derived intangible income (“FDII”). FDII is taxed at an effective rate of 13.125% for taxable years beginning after December 31, 2017 and at an effective rate of 16.406% for taxable years beginning after December 31, 2025. The accounting for the deduction for FDII is similar to a special deduction and should be accounted for based on the guidance in ASC 740-10-25-37. The tax benefits for special deductions ordinarily are recognized no earlier than the year in which they are deductible on a tax return. The Creating Helpful Incentives to Produce Semiconductors (CHIPS) and Science Act: On August 9, 2022, the Creating Helpful Incentives to Produce Semiconductors and Science Act (“the CHIPS Act”) was signed into law. The CHIPS Act provides various tax incentives and credits to encourage investment in semiconductor manufacturing facilities and related research and development activities, including the Advanced Manufacturing Investment Credit (“AMIC”), which equals 25% of qualified investments in an advanced manufacturing facility. The tax credit is available for property placed in service after December 31, 2022, and for which construction begins before January 1, 2027. The effects of the CHIPS Act are included in the 2023 statements of operations. C. Deferred Taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the deferred tax assets and liabilities are as follows: As of December 31, 2 0 2 3 2 0 2 2 Deferred tax assets: Net operating loss carryforwards 412 1,080 Tax credits carryforward 2,872 1,610 Reserve and allowances 9,853 10,058 Operating lease liabilities 2,494 3,178 Research and development 14,842 10,176 Gross tax assets 30,473 26,102 Valuation Allowance (2,790 ) (2,098 ) Total tax assets 27,683 24,004 Deferred tax liabilities: Intangible assets acquired in business combination (11,346 ) (12,539 ) Operating lease right-of-use assets (1,936 ) (2,631 ) Reserve and allowances (1,392 ) (927 ) Total deferred tax liabilities (14,674 ) (16,097 ) Net deferred tax assets 13,009 7,907 The components of total net deferred tax assets (liabilities), net of valuation allowances, as shown in the consolidated balance sheets are as follows: Year ended December 31, 2 0 2 3 2 0 2 2 Deferred tax assets 23,583 20,097 Deferred tax liabilities (10,574 ) (12,190 ) 13,009 7,907 Net deferred tax assets (liabilities) by domestic and foreign are as follows: Year ended December 31, 2 0 2 3 2 0 2 2 Domestic 7,855 8,683 Foreign 5,154 (776 ) 13,009 7,907 Under ASC 740-10, deferred tax assets are to be recognized for the anticipated tax benefits associated with net operating loss and tax credits carry-forwards and deductible temporary differences, unless it is more-likely-than-not that some or all of the deferred tax assets will not be realized. D. Income before taxes on income included in the consolidated statements of operations: Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Domestic 117,936 121,076 76,400 Foreign (mainly US) 36,763 37,333 32,853 154,699 158,409 109,253 E. Income tax expenses (tax benefits) included in the consolidated statements of operations: Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Domestic 17,363 15,868 12,297 Foreign (mainly US) 1,026 2,328 3,855 18,389 18,196 16,152 Current 24,845 32,323 19,311 Deferred (6,456 ) (14,127 ) (3,159 ) 18,389 18,196 16,152 F. Tax Reconciliation: The following is a reconciliation of the theoretical tax expense, assuming that all income is taxed at the ordinary statutory average corporate tax rate in Israel and the actual tax expense in the statement of operations, is as follows: Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Income before taxes on income 154,699 158,409 109,253 Statutory tax expenses 18,564 19,009 13,110 Effect of non-benefited income New Technological or Preferred Enterprises statuses in Israel 657 335 88 Permanent differences, including difference between the basis of measurement of income reported for tax purposes and the basis of measurement of income for financial reporting purposes, net (384 ) (1,131 ) (448 ) Change in tax reserve for uncertain tax positions (625 ) (51 ) (713 ) Effect of foreign operations taxed at various rates 4,070 3,477 3,249 Foreign Derived Intangible Income benefit (2,497 ) (2,483 ) (1,785 ) Tax credits (1,801 ) (1,640 ) (1,592 ) Trapped Profits agreement net effect - - 3,716 Adjustments for previous year’s tax (651 ) (172 ) (113 ) Change in valuation allowance 871 692 601 Other 185 160 39 (175 ) (813 ) 3,042 Actual tax expenses 18,389 18,196 16,152 G. Effective Tax Rates: The Company’s effective tax rates differ from the statutory rates applicable to the Company for tax year 2023 and 2022, primarily due to stock-based compensation deductible expenses and due to tax credits and foreign derived intangible income benefit in the US. H. Tax Assessments: In December 2021 the Parent Company has received final tax assessments for the years 2016-2019 from the Israeli Tax Authorities. For the US subsidiary, any tax years starting 2018 and any tax attributes carryforwards from prior periods remain subject to examination in future periods (under the standard US statute of limitation and subject to tax filing). In 2019, Ancosys GmbH received final tax assessments for the years 2014-2016. The other subsidiaries received final tax assessments through tax years 2017 until 2021. I. Undistributed earnings of foreign subsidiaries: The Company considers the earnings of certain subsidiaries to be indefinitely invested outside Israel on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and the Company’s specific plans for reinvestment of those subsidiary earnings. The Company has not recorded a deferred tax liability of approximately $34,652 related to the Israel income taxes of undistributed earnings of foreign subsidiaries indefinitely invested outside Israel. Should the Company decide to repatriate the foreign earnings, the Company would need to adjust the Company’s income tax provision in the period the Company determined that the earnings will no longer be indefinitely invested outside Israel. J. Uncertain Tax Positions: The taxation of the Company's business is subject to the application of multiple and sometimes conflicting tax laws and regulations as well as multinational tax conventions. The application of tax laws and regulations is subject to legal and factual interpretation, judgment and uncertainty. In addition, the Company classifies interest and penalties recognized in the financial statements relating to uncertain tax position under the income taxes line item. Tax laws themselves are subject to change as a result of changes in fiscal policy, changes in legislation and the evolution of regulations and court rulings. Consequently, taxing authorities may impose tax assessments or judgments against the Company that could materially impact its tax liability and/or its effective income tax rate. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to tax audits and settlement. The final tax outcome of its tax audits could be different from that which is reflected in the Company’s income tax provisions and accruals. Such differences could have a material effect on the Company’s income tax provision and net income in the period in which such determination is made. The following table summarizes the changes in uncertain tax positions: As of December 31, 2 0 2 3 2 0 2 2 Balance at the beginning of the year 9,276 8,674 Decrease related to prior year tax positions (2,884 ) (1,202 ) Increase related to current year tax positions 3,030 1,804 Balance at the end of the year* 9,422 9,276 * The amounts for the years ended December 31, 2023 and 2022 include $2,799 and $2,590 unrecognized tax benefits, respectively, which are presented as a reduction from deferred tax assets, see Note 14c. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expenses. M. Income from Other Sources in Israel: Income not eligible for benefits under the New Technological Enterprise Laws mentioned in ”C” above are taxed at the corporate tax rate of 23%. |
GEOGRAPHIC AREAS AND MAJOR CUST
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | NOTE 15 - GEOGRAPHIC AREAS AND MAJOR CUSTOMERS A. Sales by Geographic Area (as Percentage of Total Sales): Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 % % % China 36 28 21 Taiwan, R.O.C. 18 32 37 USA 13 16 23 Korea 20 13 11 Other 13 11 8 Total 100 100 100 Revenues are attributed to countries based on the geographic location of the customer. B. Sales by Major Customers (as Percentage of Total Sales): Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 % % % Customer A 19 12 21 Customer B 18 23 31 C. Long-lived assets by geographic location: As of December 31, 2 0 2 3 2 0 2 2 % % Israel 62 66 US 19 20 Germany 13 9 Other 6 5 Total long-lived assets (*) 100 100 (*) Long-lived assets are comprised of property, plant and equipment, net and operating lease right-of-use assets. |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS | NOTE 16 - FINANCIAL INSTRUMENTS A. Hedging Activities The Company enters into forward contracts, and currency options to hedge its balance sheet exposure as well as certain future cash flows in connection with certain operating expenses (mainly payroll and related expenses) and forecast transactions which are expected to be denominated mainly in NIS. The Company is exposed to losses in the event of non-performance by counterparties to financial instruments; however, as the counterparties are major Israeli banks, credit risk is considered immaterial. The Company does not hold or issue derivatives for trading purposes. The notional amounts of the hedging instruments as of December 31, 2023 and December 31, 2022 were $36,706, and $85,293 respectively. The terms of all of these currency derivatives are less than one year. B. Derivative Instruments The fair value of derivative contracts as of December 31, 2023 and December 31, 2022 was as follows: Derivative Assets Reported in Other Current Assets December 31, Derivative Liabilities Reported in Other Current Liabilities December 31, 2 0 2 3 2 0 2 2 2 0 2 3 2 0 2 2 Derivatives designated as hedging instruments in cash flow hedge 1,229 - - 454 The impact of derivative instrument on total operating expenses in the year ended December 31, 2023, 2022 and 2021 was: Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Loss (gain) on derivative instruments 1,576 1,813 (453 ) |
FINANCIAL INCOME (EXPENSE), NET
FINANCIAL INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
FINANCIAL INCOME (EXPENSE), NET | NOTE 17 - FINANCIAL INCOME (EXPENSE), NET Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Interest income 22,643 6,478 2,194 Amortization of debt discount and issuance costs related to the Convertible Senior Notes (Note 10) (1,284 ) (1,282 ) (4,229 ) Exchange rate gain (loss), net 1,303 3,469 (948 ) Bank charges (226 ) (187 ) (150 ) Total 22,436 8,478 (3,133 ) |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | A. Principles of Consolidation and Basis of Presentation The Company’s consolidated financial statements include the financial statements of Nova Ltd. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Use of Estimates in the Preparation of Financial Statements | B. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The Company's management evaluates its estimates on an ongoing basis, including those related to, but not limited to revenue recognition, allowance for credit losses related to marketable securities, inventory write-offs, business combination, fair value and useful lives of intangible assets, income taxes and tax uncertainties income taxes, credit loss related to collectability of trade accounts receivable, goodwill impairment, lease discount rate and lease period. These estimates are based on management's knowledge about current events and expectations about actions the Company may undertake in the future. Actual results could differ from those estimates. |
Financial Statements in U.S. Dollars | C. Financial Statements in U.S. Dollars The currency of the primary economic environment in which the operations of the Company is conducted is the U.S. dollar (“dollar” or “USD”). Accordingly, the Company uses the dollar as its functional and reporting currency. Certain dollar amounts in the financial statements may represent the dollar equivalent of other currencies, including the New Israeli Shekel (“NIS”) and the Euro. Transactions and balances denominated in dollars are presented at their dollar amounts. Non-dollar transactions and balances are re-measured into dollars in accordance with the principles set forth in ASC 830, “Foreign Currency Translation”. All transaction gains and losses of the re-measured monetary balance sheet items are reflected in the statements of operations as financial income or expenses, as appropriate. On consolidation, the assets and liabilities of foreign operations with functional currency other than dollar are translated into dollars at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are recognized in other comprehensive income (“OCI”). Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. |
Cash, Cash Equivalents and Restricted Cash | D. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents represent short-term highly liquid investments (mainly interest-bearing deposits) with maturity dates not exceeding three months from the date of deposit. Restricted Cash consist Any cash that is legally restricted from use is classified as restricted cash. The following table provides a summary of cash, cash equivalents and restricted cash that constitute the total amounts shown in the consolidated statements of cash flows: As of December 31, 2023 2022 2021 Cash and cash equivalents 107,574 111,121 126,698 Long term restricted cash - 600 - Cash, cash equivalents and restricted cash 107,574 111,721 126,698 |
Short Term Bank Deposit | E. Short Term Bank Deposit Short-term bank deposits consist of bank deposits with original maturities of more than three months and up to twelve months. |
Marketable Securities | F. Marketable Securities The Company accounts for marketable securities in accordance with ASC Topic 320, “Investments – Debt Securities”. The Company’s investments in marketable securities consist of high-grade treasury, corporate and municipal bonds. Investments in marketable securities are classified as available for sale at the time of purchase. Available for sale securities are carried at fair value based on quoted market prices, with unrealized gains and losses, reported in accumulated other comprehensive income (loss) in shareholders’ equity. Realized gains and losses on sales of marketable securities, are included in financial income (expenses), net. The amortized cost of marketable securities is adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest, are included in financial income (expenses), net. The Company classifies its marketable securities as either short term or long term based on each instrument’s underlying contractual maturity date. Marketable securities with maturities of 12 months or less are classified as short-term and marketable securities with maturities greater than 12 months are classified as long-term. The Company accounts for Credit losses in accordance with ASU 2016-13, Topic 326 “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments”. The guidance requires the Company to determine whether a decline in fair value below the amortized cost basis of an available for sale debt security is due to credit related factors or noncredit related factors. A credit related impairment should be recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, however, if the Company intends to sell an impaired available for sale debt security or more likely than not would be required to sell such a security before recovering its amortized cost basis, the entire impairment amount would be recognized in earnings with a corresponding adjustment to the security’s amortized cost basis. The Company did not recognize an allowance for credit losses on marketable securities as there were no expected credit losses for the years ended December 31, 2023 and 2022. |
Trade accounts receivables | G. Trade Accounts Receivables Trade accounts receivables are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts, in accordance with ASC 326. The Company makes estimates of expected credit losses for based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. |
Business Combination | H. Business Combination The results of an acquired business in a business combination are included in the Company’s consolidated financial statements from the date of acquisition according to the guidance of ASC Topic 805, “Business Combinations.” The Company allocates the purchase price, which is the sum of the consideration provided and may consist of cash, equity or a combination of the two, to the identifiable assets and liabilities of the acquired business at their fair values as of the acquisition date. The excess of the purchase price over the amount allocated to the identifiable assets and liabilities, if any, is recorded as goodwill. Following the adoption of ASU 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” for all business combinations with acquisition date from January 1, 2022, the Company applies ASC 606 “Revenue from Contracts with Customer”, to recognize and measure contract assets and contract liabilities on the acquisition date. Contingent consideration incurred in a business combination is included as part of the purchase price and recorded at a probability weighted assessment of the fair value as of the acquisition date. The fair value of the contingent consideration is re-measured at each reporting period, with any adjustments in fair value recognized in earnings under general and administrative expenses. Acquisition related costs incurred by the Company are not included as a component of consideration transferred but are accounted for as an expense in the period in which the costs are incurred. |
Inventories | I. Inventories Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories, discontinued products, and for market prices lower than cost, if any. The Company periodically evaluates the quantities on hand relative to historical and projected sales volume (which is determined based on an assumption of future demand and market conditions), the age of the inventory and the expected consumption of service spare parts. At the point of the loss recognition, a new lower cost basis for that inventory is established. Any adjustments to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. Inventory includes costs of products delivered to customers and not recognized as cost of revenues, where revenues in the related arrangements were not recognized. To support the Company’s service operations, the Company maintains service spare parts inventory and reduce the net carrying value of this inventory over the service life. Cost is determined as follows: • Raw materials - using the moving average cost method, with specific items valued on a first-in, first-out (FIFO) basis Service inventory, work in process and finished goods - based on actual production cost basis (materials, labor and indirect manufacturing costs). |
Property, Plant and Equipment | J. Property, Plant and Equipment Property, plant and equipment are presented at cost, net of accumulated depreciation. Annual depreciation is calculated based on the straight-line method over the estimated useful lives of the related assets. Estimated useful life is as follows: Years Electronic equipment 3-7 Office furniture and equipment 3-17 Leasehold improvements Over the shorter of the term of the lease (including its extension asset Depreciation methods, useful lives and residual values are reviewed at the end each reporting year and adjusted if appropriate. |
Goodwill and Intangible Assets | K. Goodwill and Intangible Assets Goodwill and other purchased intangible assets have been recorded as a result of the acquisition of ReVera and ancosys. Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and identifiable intangible assets acquired, and related liabilities. Goodwill is carried at cost and is not amortized, but rather is subject to an impairment test, in accordance with ASC 350, “Intangibles – Goodwill and Other”, at least annually (in the fourth quarter), or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. ASC 350 allows the Company to first perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value prior to performing the quantitative goodwill impairment test. The Company operates in one operating segment, and this segment comprises its only reporting unit. Any excess of the carrying value of the reporting unit over its fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to the fair value of the reporting unit. Intangible assets with finite life (refer to note 2M for impairment assessment of intangible assets with finite life) are amortized over their useful lives using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise used, or, if that pattern cannot be reliably determined, using a straight-line amortization method. There was no impairment of goodwill during the periods presented . Weighted Average Useful Life (Years) Technology 3-9 Customer relationships 10-13 |
Implementation costs incurred in cloud computing arrangement that is a service contract | L. Implementation costs incurred in cloud computing arrangement that is a service contract: The Company’s cloud computing arrangement (“CCA”) that is a service contract consists of an arrangement with third party vendors for internal use of their software applications that they host. Subscription fees are usually prepaid and recorded in operating expense over the period that the Company has access to use the software. Implementation costs for CCA are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. Amortization of capitalized implementation costs is recorded on a straight-line basis over the term of the CCA, which is the non-cancellable period of the agreement, together with periods covered by renewal options which the Company is reasonably certain to exercise. As of December 31, 2023, the Company has capitalized $2,463 implementation costs in CCA which are included in other long-term assets. As of December 31, 2023, the amortization of these capitalized implementation costs has not yet commenced. |
Impairment of Long-Lived Assets | M. Impairment of Long-Lived Assets Long-lived assets (tangible and intangible assets with finite life), held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets (or asset Group) may not be recoverable. In the event that the sum of the expected future cash flows (undiscounted and without interest charges) of the long-lived assets is less than the carrying amount of such assets, an impairment charge would be recognized, and the assets (or asset Group) would be written down to their estimated fair values. During the years 2023, 2022 and 2021, no impairment losses have been identified. |
Accrued Warranty Costs | N. Accrued Warranty Costs Accrued warranty costs are calculated with respect to the warranty period on the Company’s products and are based on the Company’s prior experience and in accordance with management’s estimate. The estimated future warranty obligations are affected by the warranty periods, install base, labor and other related costs incurred in correcting a product failure. |
Derivative Financial Instruments | O. Derivative Financial Instruments ASC 815 requires the presentation of all derivatives as either assets or liabilities on the balance sheet and the measurement of those instruments at fair value. For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. In addition to the derivatives that are designated and qualify as a cash flow hedge, the Company enters into certain foreign exchange forward and option transactions to hedge suppliers. Gains and losses related to such derivative instruments are recorded in financial income (expenses), net. Cash flows associated with derivative instruments and their related gains and losses are presented in cash flows from operating activities. See Note 16 for disclosure of the derivative financial instruments in accordance with such pronouncements. |
Leases | P. Leases Under ASC 842, a contract is or contains a lease when the Company has the right to control the use of an identified asset for a period of time. 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 the Company’s use. On the commencement date leases are evaluated for classification and assets and liabilities are recognized based on the present value of lease payments over the lease term. 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 right-of-use (“ROU”) asset is initially measured as the amount of lease liability, adjusted for any initial lease costs, prepaid lease payments and any lease incentives. Costs incurred for common area maintenance, real estate taxes, and insurance are not included in the lease liability and are recognized as they are incurred. The Company's leases include buildings and car leases, which are all classified as operating leases. Certain lease agreements include rental payments that are adjusted periodically for the consumer price index ("CPI"). The ROU and lease liability were calculated using the CPI as of the commencement date and will not be subsequently adjusted, unless the liability is reassessed for other reasons. Certain leases include renewal options that are under the Company's sole discretion. The renewal options were included in the ROU and liability calculation if it was reasonably assured that the Company will exercise the option. As the Company’s lease arrangements do not provide an implicit rate, the Company uses its incremental estimated borrowing rate at lease commencement to measure ROU assets and lease liabilities. Operating lease expense is generally recognized on a straight-line basis over the lease term. For leases with a term of one year or less, the Company elected not to record the ROU asset or liability. |
Convertible senior notes | Q. Convertible Senior Notes The Company accounts for its convertible senior notes in accordance with ASC 470-20 "Debt with Conversion and Other Options" including Accounting Standards Update No. 2020-06, “Debt Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity's Own Equity (Subtopic 815-40)” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The Company adopted ASU 2020-06 using the modified retrospective method as of January 1, 2022. See also Note 10. Prior to the adoption of the above-mentioned ASU 2020-06, issuers of certain convertible debt instruments, such as the Notes, that may be settled wholly or partially in cash upon conversion were required to separately account for the liability (debt) and equity (conversion option) components of the instrument. The liability component at issuance was recognized at fair value, based on the fair value of a similar instrument of similar credit rating and maturity that does not have a conversion feature. The equity component was based on the excess of the principal amount of the convertible senior notes over the fair value of the liability component and was recorded in additional paid-in capital. The equity component, net of issuance costs and deferred tax effects was presented within additional paid-in-capital and was not remeasured as long as it continues to meet the conditions for equity classification. The difference between the principal amount and the liability component represents a debt discount that was amortized to financial expense over the respective terms of the Notes using an effective interest rate method. The Company allocated the total issuance costs incurred to the liability and equity components of the convertible senior notes based on their relative values. Issuance costs attributable to the liability and equity components were $5,894 and $518, respectively. Issuance costs attributable to the liability were netted against the principal balance and were amortized to financial expense using the effective interest method over the contractual term of the notes. The effective borrowing rate of the liability component of the notes (after deduction of the abovementioned issuance costs attributed to the liability component) was 2.365%. This borrowing rate was based on Company's synthetic credit risk rating. |
Revenue Recognition | R. Revenue Recognition Revenue Recognition Policy The Company enters into revenue arrangements that include products and services which are distinct and accounted for as separate performance obligations. The Company determines whether promises are distinct based on whether the customer can benefit from the product or service on its own or together with other resources that are readily available and whether the Company's commitment to transfer the product or service to the customer is separately identifiable from other obligations in the contract. The Company derives revenue from sales of advanced process control systems, spare parts, labor hours and service contracts. Revenues derived from sales of advanced process control systems, spare parts and labor hours are recognized at a point in time, when control of the promised goods or services is transferred to the customers, upon fulfillment of the contractual terms (typically upon shipment of the systems and spare parts or when the service is completed for labor hours). Revenue from software licenses is recognized at a point in time, when the software is made available to the customer. Revenues derived from service contracts, are recognized ratably over time in accordance with the term of the contract since the Company has a stand-ready obligation to provide the service. Such contracts generally include a fixed fee. Revenues from sales which were not yet determined to be final sales due to certain acceptance provisions are deferred. Contracts with Multiple Performance Obligations Contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative Standalone Selling Price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation. The Company uses a range of amounts to estimate SSP when it sells each of the products and services separately and needs to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. Remaining Performance Obligations Remaining performance obligations (RPOs) represent contracted revenues that had not yet been recognized and include deferred revenues and invoices that have been issued to customers but were uncollected and have not been recognized as revenues. As of December 31, 2023, the aggregate amount of the RPOs was $65,509, comprised of $41,978 deferred revenues and $23,531 of uncollected amounts that were not yet recognized as revenues. The Company expects the RPO to be recognized as revenues over the next year. Contract Balances Revenues recognized during 2023, 2022 and 2021 from deferred revenues amounts included in current liabilities at the beginning of the period amounted to $27,065, $12,924 and $3,651 respectively. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied. The expected timing difference between the payment and satisfaction of performance obligations for the Company’s contracts is one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. |
Research and Development | S. Research and Development Research and development costs are charged to operations as incurred. Amounts received or receivable from the Government of Israel through the Israeli Innovation Authority (“IIA”) or from the European Community as participation in certain research and development programs are offset against research and development costs. The accrual for grants receivable is determined based on the terms of the programs, provided that the criteria for entitlement are expected to be met. Research and development grants recognized during the years ended December 31, 2023, 2022 and 2021 were $3,061, $3,064 and $4,395 respectively. |
Income Taxes | T. Income Taxes The Company accounts for income taxes utilizing the asset and liability method in accordance with ASC 740, “Income Taxes”. Current tax liabilities are recognized for the estimated taxes payable on tax returns for the current year. Deferred tax liabilities or assets are recognized for the estimated future tax effects attributable to temporary differences between the income tax bases of assets and liabilities and their reported amounts in the financial statements, and for tax loss carryforwards. Measurement of current and deferred tax liabilities and assets is based on provisions of enacted tax laws, and deferred tax assets are reduced, if necessary, by the amount of tax benefits, the realization of which is not considered more likely than not based on available evidence. ASC 740-10 requires a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. |
Share-Based Compensation | U. Share-Based Compensation The Company accounts for equity-based compensation using ASC 718 “Compensation - Stock Compensation,” which requires companies to recognize the cost of employee services received in exchange for awards of equity instruments based upon the grant-date fair value of those awards. Share Options In 2023 and 2022 the Company did not grant share options. The Company policy, under ASC 718, the fair market value of each option grant is estimated on the date of grant using the “Black-Scholes option pricing” method with the following weighted-average assumptions as relevant for prior years: 2 0 2 1 Risk-free interest rate 0.89 % Expected term of options 4.97 years Expected volatility 39.02 % Expected dividend yield 0 % Expected volatility was calculated based on actual historical share price movements over a term that is equivalent to the expected term of granted options. The expected term of options granted is based on historical experience and represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The Company recognizes compensation expenses for the value of awards granted, based on the accelerated method. The Company account for forfeitures as they occur. Restricted Share Units The Company recognizes the fair value of Restricted Share Units (“RSUs”) on the grant date based on the market value of the underlying share and the expense is recognized over the requisite service period for awards using the accelerated method. |
Earnings per Share | V. Earnings per Share Earnings per share are presented in accordance with ASC 260-10, “Earnings per Share”. Pursuant to which, basic earnings per share excludes the dilutive effects of convertible securities and is computed by dividing income (loss) available to ordinary shareholders by the weighted-average number of ordinary shares net of treasury shares outstanding for the period. Diluted earnings per share reflect the potential dilutive effect of options and RSUs. The number of potentially dilutive options and RSUs excluded from diluted earnings per share due to the anti-dilutive effect of out of the money options amounted to 299,249 in 2023, 265,085 in 2022 and 336,857 in 2021. Subsequent to the modified retrospective adoption of ASU 2020-06 (see note 2Q), as of January 1, 2022, diluted earnings per share reflect the full dilutive effect of the Convertible Senior Notes, including adding back of amortization of debt issuance costs related to the Convertible Senior Notes, net of tax. In 2021, prior to the adoption of ASU 2020-06, shares amounting to 2,055,641, underlying the conversion option of the Convertible Senior Notes, were not considered in the calculation of diluted earnings per share. Net income per share is shown below (U.S. dollars in thousands, except per share data): Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Net income for basic earnings per share 136,310 140,213 93,101 Amortization of debt issuance costs related to the Convertible Notes, net of tax 1,130 1,128 - Net income for diluted earnings per share 137,440 141,341 93,101 Basic weighted-average shares outstanding 28,828 28,697 28,372 Dilutive effect of share-based compensation 580 492 819 Dilutive effect of Convertible Senior Notes 2,681 2,681 625 Diluted weighted average shares outstanding 32,089 31,870 29,816 Earnings per share: Basic 4.73 4.89 3.28 Diluted 4.28 *4.43 3.12 * The Company has voluntarily corrected an immaterial error in calculating the nominator of its diluted EPS for the year ended on December 31, 2022. The as-adjusted diluted EPS for the year ended December 31, 2022, was $4.43, while the previously reported Diluted EPS was $4.40. |
Concentrations of Credit Risk | W. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, bank deposits, marketable securities, trade accounts receivable and foreign currency derivative contracts. The majority of the Company’s cash and cash equivalents and bank deposits are invested in dollar instruments with major banks in Israel. Management believes that the financial institutions that hold the Company's investments are corporations with high credit standing. Accordingly, management believes that low credit risk exists with respect to these financial investments. The trade accounts receivable of the Company are derived from sales to customers located primarily in Taiwan R.O.C. , and USA. The management of the Company performed risk assessment on an ongoing basis and believes it bears low risk. The Company entered into options and forward contracts to hedge against the risk of overall changes in future cash flow from payments of payroll and related expenses as well as other expenses denominated in NIS. The derivative instruments hedge a portion of the Company's non-dollar currency exposure. Counterparty to the Company’s derivative instruments is major financial institution. The Company's debt marketable securities include investments in highly rated corporate debentures and governmental bonds. The financial institutions that hold the Company's debt marketable securities are major financial institutions located in the United States. The Company believes its debt marketable securities portfolio is a diverse portfolio of highly rated securities and the Company's investment policy limits the amount the Company may invest in an issuer. |
Fair Value Measurements | X. Fair Value Measurements The fair values of the Company’s cash and cash equivalents, short-term interest-bearing bank deposits, trade accounts receivable, and accounts payable approximate their carrying amounts due to their short-term nature. The Company follows the provisions of ASC No. 820, “Fair Value Measurement” (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining a fair value, the Company uses various valuation approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing an asset or liability, based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect assumptions that market participants would use in pricing an asset or liability, based on the best information available under given circumstances. The hierarchy is broken down into three levels, based on the observability of inputs and assumptions, as follows: Level 1 Level 2 Level 3 In accordance with ASC 820, the Company measures its marketable securities, at fair value using the market approach valuation technique. Marketable securities are classified within Level 2 because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The estimated fair values of the derivative instruments are determined based on market rates to settle the instruments. The fair value of the Company’s derivative contracts (including forwards and options) is determined using standard valuation models. The significant inputs used in these models are readily available in public markets or can be derived from observable market transactions and, therefore, the Company’s derivative contracts have been classified as Level 2. Inputs used in these standard valuation models include the applicable spot, forward, and discount rates. The standard valuation model for the Company options contracts also includes implied volatility, which is specific to individual options and is based on rates quoted from a widely used third-party resource. The Company’s cash and cash equivalents, restricted cash and interest-bearing bank deposits are classified within level 1. Marketable securities, Derivative instruments and Convertible senior notes classified within Level 2 (see Note 3, Note 16 and Note 10, respectively). |
Certain prior period amounts have been reclassified to conform to the current period presentation. | Y. Certain prior period amounts have been reclassified to conform to the current period presentation. |
New Accounting Pronouncements | Z. New Accounting Pronouncements Recently issued accounting pronouncements not yet adopted: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosure. The standard requires to disclose additional information in tax rate reconciliation table about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories. The standard will become effective for fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of the adoption of this standard on its consolidated financial statements. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of cash, cash equivalents and restricted cash | As of December 31, 2023 2022 2021 Cash and cash equivalents 107,574 111,121 126,698 Long term restricted cash - 600 - Cash, cash equivalents and restricted cash 107,574 111,721 126,698 |
Schedule of estimated useful lives of fixed assets | Years Electronic equipment 3-7 Office furniture and equipment 3-17 Leasehold improvements Over the shorter of the term of the lease (including its extension asset |
Schedule of estimated useful lives of the intangible assets | Weighted Average Useful Life (Years) Technology 3-9 Customer relationships 10-13 |
Schedule of weighted average assumptions used in determining fair market value of options | 2 0 2 1 Risk-free interest rate 0.89 % Expected term of options 4.97 years Expected volatility 39.02 % Expected dividend yield 0 % |
Schedule of net income per share | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Net income for basic earnings per share 136,310 140,213 93,101 Amortization of debt issuance costs related to the Convertible Notes, net of tax 1,130 1,128 - Net income for diluted earnings per share 137,440 141,341 93,101 Basic weighted-average shares outstanding 28,828 28,697 28,372 Dilutive effect of share-based compensation 580 492 819 Dilutive effect of Convertible Senior Notes 2,681 2,681 625 Diluted weighted average shares outstanding 32,089 31,870 29,816 Earnings per share: Basic 4.73 4.89 3.28 Diluted 4.28 *4.43 3.12 * The Company has voluntarily corrected an immaterial error in calculating the nominator of its diluted EPS for the year ended on December 31, 2022. The as-adjusted diluted EPS for the year ended December 31, 2022, was $4.43, while the previously reported Diluted EPS was $4.40. |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of summarizes the amortized cost, unrealized gains, unrealized losses, and fair value of marketable securities | Marketable securities Amortized Cost Unrealized gains Unrealized losses Fair Value Matures within one year: Corporate bonds 166,667 54 (1,235 ) 165,486 Governmental bonds 50,824 43 (95 ) 50,772 217,491 97 (1,330 ) 216,258 Matures after one year: Corporate bonds 167,452 620 (1,568 ) 166,504 Governmental bonds 24,803 58 (14 ) 24,847 192,255 678 (1,582 ) 191,351 409,746 775 (2,912 ) 407,609 Marketable securities Amortized Cost Unrealized gains Unrealized losses Fair Value Matures within one year: Corporate bonds 114,475 1 (1,341 ) 113,135 Governmental bonds 54,282 - (344 ) 53,938 168,757 1 (1,685 ) 167,073 Matures after one year: Corporate bonds 147,888 28 (6,046 ) 141,870 Governmental bonds 11,948 - (356 ) 11,592 159,836 28 (6,402 ) 153,462 328,593 29 (8,087 ) 320,535 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | As of December 31, 2 0 2 3 2 0 2 2 Raw materials 50,156 38,050 Service inventory 31,407 26,069 Work in process 31,873 25,676 Finished goods 24,762 26,805 138,198 116,600 |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of other current assets | As of December 31, 2 0 2 3 2 0 2 2 Prepaid expenses 10,999 9,107 Governmental institutions 3,682 2,889 Governments grants receivables 662 1,416 Hedging derivative 1,229 - Other 512 115 17,084 13,527 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | As of December 31, 2 0 2 3 2 0 2 2 Cost: Electronic equipment 72,116 64,176 Office furniture and equipment 6,322 5,471 Leasehold improvements 39,875 34,955 Land and building 11,673 5,181 129,986 109,783 Accumulated depreciation: Electronic equipment 49,765 43,414 Office furniture and equipment 3,548 2,833 Leasehold improvements 9,799 7,650 Land and building* - - 63,112 53,897 Net book value 66,874 55,886 * Building is under construction and has not yet been completed, therefore depreciation has not started. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | As of December 31, 2 0 2 3 2 0 2 2 Original amount: Technology 58,227 56,916 Customer relationships 9,747 9,603 67,974 66,519 Accumulated amortization: Technology 22,955 17,525 Customer relationships 5,835 5,408 28,790 22,933 Net book value 39,184 43,586 |
Schedule of amortization expenses | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Technology 5,430 5,426 1,918 Customer relationships 427 607 540 5,857 6,033 2,458 |
Schedule of annual amortization expenses | Year ending December 31, 2024 5,782 2025 5,285 2026 5,285 2027 5,285 2028 5,285 2029 and thereafter 12,262 Total 39,184 |
OTHER CURRENT LIABILITIES (Tabl
OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of other current liabilities | As of December 31, 2 0 2 3 2 0 2 2 Accrued salaries and fringe benefits 27,105 31,652 Accrued warranty costs (See B below) 8,080 9,517 Governmental institutions 4,846 12,202 Governments grants payables 1,019 647 Hedging derivative - 454 Other 244 353 41,294 54,825 |
Schedule of accrued warranty costs | As of December 31, 2 0 2 3 2 0 2 2 Other current liabilities 8,080 9,517 Other long-term liabilities 443 1,113 8,523 10,630 |
Schedule of changes in the product warranty accrual | As of December 31, 2 0 2 3 2 0 2 2 Balance as of beginning of year 10,630 8,885 Services provided under warranty (11,764 ) (11,959 ) Changes in provision 9,657 13,704 Balance as of end of year 8,523 10,630 |
CONVERTIBLE SENIOR NOTES, NET (
CONVERTIBLE SENIOR NOTES, NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of net carrying amount of convertible notes | As of December 31, 2 0 2 3 2 0 2 2 Principal amount 200,000 200,000 Unamortized issuance costs (2,322 ) (3,606 ) Net carrying amount 197,678 196,394 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of future minimum lease payments | Year 2024 6,759 2025 6,257 2026 5,422 2027 5,345 2028 5,415 2029 and thereafter 30,681 Total lease payments 59,879 Less imputed interest (13,414 ) Total 46,465 |
SHAREHOLDERS' EQUITY (Tables)
SHAREHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Schedule of effects of stock-based compensation in the statements of operations | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Cost of Revenues: Product 3,193 2,456 1,358 Service 1,753 1,710 802 Research and Development 7,736 6,861 3,994 Sales and Marketing 3,437 3,179 2,221 General and Administrative 2,167 2,441 2,113 Total 18,286 16,647 10,488 |
Schedule of status of the company's share option plans | 2023 Share Options Weighted Average Exercise Price Outstanding - beginning of year 290,711 29.83 Exercised (133,485 ) 25.20 Cancelled and forfeited (50,947 ) 39.61 Outstanding - year end 106,279 31.04 Options exercisable at year end 100,540 29.40 |
Schedule of information about share options outstanding | Range of Exercise Prices Number Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price (US dollars) (in years) (US dollars) (US dollars) 20.01-35.00 88,913 1.56 26.37 88,913 26.37 35.01-50.00 12,450 3.41 44.16 8,882 44.31 50.01-70.00 2,036 3.59 53.61 1,305 53.61 70.01-102.35 2,880 3.48 102.35 1,440 102.35 106,279 31.04 100,540 29.40 |
Schedule of unvested restricted share units | 2023 Number of RSUs Weighted average grant date fair value (USD) Unvested - beginning of year 484,721 81.05 Granted 334,012 105.94 Vested (203,128 ) 70.89 Canceled (27,936 ) 88.27 Unvested at year end 587,669 98.39 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of significant components of deferred tax assets | As of December 31, 2 0 2 3 2 0 2 2 Deferred tax assets: Net operating loss carryforwards 412 1,080 Tax credits carryforward 2,872 1,610 Reserve and allowances 9,853 10,058 Operating lease liabilities 2,494 3,178 Research and development 14,842 10,176 Gross tax assets 30,473 26,102 Valuation Allowance (2,790 ) (2,098 ) Total tax assets 27,683 24,004 Deferred tax liabilities: Intangible assets acquired in business combination (11,346 ) (12,539 ) Operating lease right-of-use assets (1,936 ) (2,631 ) Reserve and allowances (1,392 ) (927 ) Total deferred tax liabilities (14,674 ) (16,097 ) Net deferred tax assets 13,009 7,907 |
Schedule of components of total net deferred tax assets (liabilities) | Year ended December 31, 2 0 2 3 2 0 2 2 Deferred tax assets 23,583 20,097 Deferred tax liabilities (10,574 ) (12,190 ) 13,009 7,907 |
Schedule of presentation in balance sheets for deferred taxes | Year ended December 31, 2 0 2 3 2 0 2 2 Domestic 7,855 8,683 Foreign 5,154 (776 ) 13,009 7,907 |
Schedule of israel and international components of income before taxes | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Domestic 117,936 121,076 76,400 Foreign (mainly US) 36,763 37,333 32,853 154,699 158,409 109,253 |
Schedule of israel and international components of income taxes | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Domestic 17,363 15,868 12,297 Foreign (mainly US) 1,026 2,328 3,855 18,389 18,196 16,152 Current 24,845 32,323 19,311 Deferred (6,456 ) (14,127 ) (3,159 ) 18,389 18,196 16,152 |
Schedule of reconciliation of theoretical and actual tax expense | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Income before taxes on income 154,699 158,409 109,253 Statutory tax expenses 18,564 19,009 13,110 Effect of non-benefited income New Technological or Preferred Enterprises statuses in Israel 657 335 88 Permanent differences, including difference between the basis of measurement of income reported for tax purposes and the basis of measurement of income for financial reporting purposes, net (384 ) (1,131 ) (448 ) Change in tax reserve for uncertain tax positions (625 ) (51 ) (713 ) Effect of foreign operations taxed at various rates 4,070 3,477 3,249 Foreign Derived Intangible Income benefit (2,497 ) (2,483 ) (1,785 ) Tax credits (1,801 ) (1,640 ) (1,592 ) Trapped Profits agreement net effect - - 3,716 Adjustments for previous year’s tax (651 ) (172 ) (113 ) Change in valuation allowance 871 692 601 Other 185 160 39 (175 ) (813 ) 3,042 Actual tax expenses 18,389 18,196 16,152 |
Schedule of uncertain tax positions | As of December 31, 2 0 2 3 2 0 2 2 Balance at the beginning of the year 9,276 8,674 Decrease related to prior year tax positions (2,884 ) (1,202 ) Increase related to current year tax positions 3,030 1,804 Balance at the end of the year* 9,422 9,276 |
GEOGRAPHIC AREAS AND MAJOR CU_2
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of sales by geographic area as percentage of total sales | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 % % % China 36 28 21 Taiwan, R.O.C. 18 32 37 USA 13 16 23 Korea 20 13 11 Other 13 11 8 Total 100 100 100 |
Schedule of sales by major customers as percentage of total sales | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 % % % Customer A 19 12 21 Customer B 18 23 31 |
Schedule of long-lived assets by geographic location | As of December 31, 2 0 2 3 2 0 2 2 % % Israel 62 66 US 19 20 Germany 13 9 Other 6 5 Total long-lived assets (*) 100 100 (*) Long-lived assets are comprised of property, plant and equipment, net and operating lease right-of-use assets. |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of fair value of derivative contracts | Derivative Assets Reported in Other Current Assets December 31, Derivative Liabilities Reported in Other Current Liabilities December 31, 2 0 2 3 2 0 2 2 2 0 2 3 2 0 2 2 Derivatives designated as hedging instruments in cash flow hedge 1,229 - - 454 |
Schedule of loss (gain) on derivative instruments | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Loss (gain) on derivative instruments 1,576 1,813 (453 ) |
FINANCIAL INCOME (EXPENSE), N_2
FINANCIAL INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of financial income expenses, net | Year ended December 31, 2 0 2 3 2 0 2 2 2 0 2 1 Interest income 22,643 6,478 2,194 Amortization of debt discount and issuance costs related to the Convertible Senior Notes (Note 10) (1,284 ) (1,282 ) (4,229 ) Exchange rate gain (loss), net 1,303 3,469 (948 ) Bank charges (226 ) (187 ) (150 ) Total 22,436 8,478 (3,133 ) |
GENERAL (Narrative) (Details)
GENERAL (Narrative) (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 25, 2022 | Jun. 24, 2021 | Apr. 02, 2015 |
Business Acquisition [Line Items] | |||||
Increased authorized ordinary share capital | 60,000,000 | 60,000,000 | 60,000,000 | ||
Revera Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage of shares acquired | 100% | ||||
Ancosys GmBH | |||||
Business Acquisition [Line Items] | |||||
Percentage of shares acquired | 100% |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Debt Instrument [Line Items] | |||
Number of operating segment | Segment | 1 | ||
Uncertain tax position, likelihood of being sustained, threshold for recognition | 50% | ||
Dilutive securities excluded from diluted earnings per share | shares | 299,249 | 265,085 | 336,857 |
Earnings per share - Diluted | $ / shares | $ 4.28 | $ 4.43 | $ 3.12 |
Remaining Performance Obligations | $ 65,509 | ||
Deferred revenues | 41,978 | ||
Uncollected amounts of deferred revenue | 23,531 | ||
Revenues recognized from deferred revenues | 27,065 | $ 12,924 | $ 3,651 |
Research and development grants recognized | $ 3,061 | $ 3,064 | $ 4,395 |
Debt Instrument, Interest Rate, Effective Percentage | 0.70% | ||
Capitalized implementation costs | $ 2,463 | ||
Previously Reported [Member] | |||
Debt Instrument [Line Items] | |||
Earnings per share - Diluted | $ / shares | $ 4.4 | ||
Convertible senior notes [Member] | |||
Debt Instrument [Line Items] | |||
Dilutive securities excluded from diluted earnings per share | shares | 2,055,641 | ||
Issuance costs of liability | 5,894 | ||
Issuance costs of equity components | $ 518 | ||
Debt Instrument, Interest Rate, Effective Percentage | 2.365% |
SIGNIFICANT ACCOUNTING POLICI_5
SIGNIFICANT ACCOUNTING POLICIES (Summary of cash, cash equivalents and restricted cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 107,574 | $ 111,121 | $ 126,698 | |
Long term restricted cash | 0 | 600 | 0 | |
Cash, cash equivalents and restricted cash | $ 107,574 | $ 111,721 | $ 126,698 | $ 232,304 |
SIGNIFICANT ACCOUNTING POLICI_6
SIGNIFICANT ACCOUNTING POLICIES (Estimated Useful Lives of Property and Equipment) (Details) | Dec. 31, 2023 |
Electronic equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Electronic equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Office furniture and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Office furniture and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 17 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember |
SIGNIFICANT ACCOUNTING POLICI_7
SIGNIFICANT ACCOUNTING POLICIES (Estimated Useful Lives of Intangible Assets) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Technology [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 3 years |
Technology [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 9 years |
Customer relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 10 years |
Customer relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Useful Life | 13 years |
SIGNIFICANT ACCOUNTING POLICI_8
SIGNIFICANT ACCOUNTING POLICIES (Weighted-Average Assumptions Used in Determinig Fair Market Value of Options) (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Risk-free interest rate | 0.89% |
Expected term of options | 4 years 11 months 19 days |
Expected volatility | 39.02% |
Expected dividend yield | 0% |
SIGNIFICANT ACCOUNTING POLICI_9
SIGNIFICANT ACCOUNTING POLICIES (Schedule of Net Income Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Net income for basic earnings per share | $ 136,310 | $ 140,213 | $ 93,101 |
Amortization of debt issuance costs related to the Convertible Notes, net of tax | 1,130 | 1,128 | 0 |
Net income for diluted earnings per share | $ 137,440 | $ 141,341 | $ 93,101 |
Basic weighted-average shares outstanding | 28,828 | 28,697 | 28,372 |
Dilutive effect of share-based compensation | 580 | 492 | 819 |
Dilutive effect of Convertible Senior Notes | 2,681 | 2,681 | 625 |
Diluted weighted average shares outstanding | 32,089 | 31,870 | 29,816 |
Earnings per share: | |||
Basic | $ 4.73 | $ 4.89 | $ 3.28 |
Diluted | $ 4.28 | $ 4.43 | $ 3.12 |
MARKETABLE SECURITIES (Narrativ
MARKETABLE SECURITIES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Proceeds from maturity of available for sale marketable securities | $ 192,585 | $ 80,391 |
Proceeds from sales of available-for sale marketable securities | 2,502 | 934 |
Realized losses | 35 | 68 |
Unrealized losses | 2,912 | 8,087 |
Amount of unrealized loss part included in previous year | $ 2,692 | $ 1,191 |
MARKETABLE SECURITIES (Details)
MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Marketable Securities [Line Items] | ||
Amortized Cost | $ 409,746 | $ 328,593 |
Unrealized gains | 775 | 29 |
Unrealized losses | (2,912) | (8,087) |
Fair Value | 407,609 | 320,535 |
Corporate bonds, Matures within one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 166,667 | 114,475 |
Unrealized gains | 54 | 1 |
Unrealized losses | (1,235) | (1,341) |
Fair Value | 165,486 | 113,135 |
Governmental bonds, Matures within one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 50,824 | 54,282 |
Unrealized gains | 43 | 0 |
Unrealized losses | (95) | (344) |
Fair Value | 50,772 | 53,938 |
Marketable Securities, Matures within one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 217,491 | 168,757 |
Unrealized gains | 97 | 1 |
Unrealized losses | (1,330) | (1,685) |
Fair Value | 216,258 | 167,073 |
Corporate bonds, Matures after one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 167,452 | 147,888 |
Unrealized gains | 620 | 28 |
Unrealized losses | (1,568) | (6,046) |
Fair Value | 166,504 | 141,870 |
Governmental bonds, Matures after one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 24,803 | 11,948 |
Unrealized gains | 58 | 0 |
Unrealized losses | (14) | (356) |
Fair Value | 24,847 | 11,592 |
Marketable Securities, Matures after one year [Member] | ||
Marketable Securities [Line Items] | ||
Amortized Cost | 192,255 | 159,836 |
Unrealized gains | 678 | 28 |
Unrealized losses | (1,582) | (6,402) |
Fair Value | $ 191,351 | $ 153,462 |
INVENTORIES (Schedule of invent
INVENTORIES (Schedule of inventory) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 50,156 | $ 38,050 | |
Service inventory | 31,407 | 26,069 | |
Work in process | 31,873 | 25,676 | |
Finished goods | 24,762 | 26,805 | |
Inventories | 138,198 | 116,600 | |
Write-offs | $ 8,748 | $ 6,406 | $ 5,126 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 10,999 | $ 9,107 |
Governmental institutions | 3,682 | 2,889 |
Governments grants receivables | 662 | 1,416 |
Hedging derivative | 1,229 | 0 |
Other | 512 | 115 |
Other current assets | $ 17,084 | $ 13,527 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Property, Plant and Equipment [Line Items] | ||||
Cost: | $ 129,986 | $ 109,783 | ||
Accumulated depreciation: | 63,112 | 53,897 | ||
Net book value | 66,874 | 55,886 | ||
Depreciation of property, plant and equipment | 10,344 | 8,621 | $ 6,475 | |
Electronic equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost: | 72,116 | 64,176 | ||
Accumulated depreciation: | 49,765 | 43,414 | ||
Office furniture and equipment [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost: | 6,322 | 5,471 | ||
Accumulated depreciation: | 3,548 | 2,833 | ||
Leasehold improvements [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost: | 39,875 | 34,955 | ||
Accumulated depreciation: | 9,799 | 7,650 | ||
Land and building [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Cost: | 11,673 | 5,181 | ||
Accumulated depreciation: | [1] | $ 0 | $ 0 | |
[1]Building is under construction and has not yet been completed, therefore depreciation has not started |
INTANGIBLE ASSETS (Schedule of
INTANGIBLE ASSETS (Schedule of Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Original amount | $ 67,974 | $ 66,519 |
Accumulated amortization | 28,790 | 22,933 |
Net book value | 39,184 | 43,586 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original amount | 58,227 | 56,916 |
Accumulated amortization | 22,955 | 17,525 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Original amount | 9,747 | 9,603 |
Accumulated amortization | $ 5,835 | $ 5,408 |
INTANGIBLE ASSETS (Schedule o_2
INTANGIBLE ASSETS (Schedule of Amortization Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses | $ 5,857 | $ 6,033 | $ 2,458 |
Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses | 5,430 | 5,426 | 1,918 |
Customer relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expenses | $ 427 | $ 607 | $ 540 |
INTANGIBLE ASSETS (Schedule o_3
INTANGIBLE ASSETS (Schedule of Annual Amortization Expenses) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Year ending December 31 | |
2024 | $ 5,782 |
2025 | 5,285 |
2026 | 5,285 |
2027 | 5,285 |
2028 | 5,285 |
2029 and thereafter | 12,262 |
Total | $ 39,184 |
OTHER CURRENT LIABILITIES (Sche
OTHER CURRENT LIABILITIES (Schedule of Other Current Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued salaries and fringe benefits | $ 27,105 | $ 31,652 |
Accrued warranty costs (See B below) | 8,080 | 9,517 |
Governmental institutions | 4,846 | 12,202 |
Governments grants payables | 1,019 | 647 |
Hedging derivative | 0 | 454 |
Other | 244 | 353 |
Other current liabilities | $ 41,294 | $ 54,825 |
OTHER CURRENT LIABILITIES (Sc_2
OTHER CURRENT LIABILITIES (Schedule of Accrued Warranty Costs) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | |||
Other current liabilities | $ 8,080 | $ 9,517 | |
Other long-term liabilities | 443 | 1,113 | |
Accrued warranty costs | $ 8,523 | $ 10,630 | $ 8,885 |
OTHER CURRENT LIABILITIES (Chan
OTHER CURRENT LIABILITIES (Changes in the Product Warranty Accrual) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Balance as of beginning of year | $ 10,630 | $ 8,885 |
Services provided under warranty | (11,764) | (11,959) |
Changes in provision | 9,657 | 13,704 |
Balance as of end of year | $ 8,523 | $ 10,630 |
LIABILITY FOR EMPLOYEE SEVERA_2
LIABILITY FOR EMPLOYEE SEVERANCE PAY, NET (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |||
Severance-pay expenses | $ 957 | $ 1,114 | $ 818 |
CONVERTIBLE SENIOR NOTES, NET_2
CONVERTIBLE SENIOR NOTES, NET (Narrative) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 USD ($) Rate $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||
Ordinary shares, par value | $ / shares | $ 0 | $ 0 | ||
Deferred taxes | $ (6,456) | $ (14,127) | $ (3,159) | |
Amortization of debt issuance costs | 1,284 | 1,282 | $ 4,229 | |
Amount of increase liability for convertible senior notes | 12,075 | |||
Amount of reduction of additional paid-in capital | 13,770 | |||
Amount of increase to deferred tax assets | 1,444 | |||
Amount of cumulative effect adjustment of net of estimated income tax effects | 3,139 | |||
Amount of reduced interest expense | $ 3,147 | $ 3,053 | ||
Dilutive shares | shares | 2,680,965 | 2,055,641 | ||
Effective interest rate | 0.70% | |||
Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 175,000 | $ 200,000 | $ 200,000 | |
Maturity date | Oct. 15, 2025 | |||
Additional aggregate principal amount | $ 25,000 | |||
Conversion rate | Rate | 13.4048 | |||
Principal amount of convertible notes in conversion | $ 1,000 | $ 1,000 | ||
Conversion price | $ / shares | $ 74.6 | |||
Percentage of conversion price | 130% | 130% | ||
Percentage of measurement period | 98% | |||
Percentage of redemption price equal to principal amount | 100% | |||
Percentage of repurchase price equal to principal amount | 100% | |||
Estimated fair value of convertible senior notes | $ 370,596 |
CONVERTIBLE SENIOR NOTES, NET_3
CONVERTIBLE SENIOR NOTES, NET (Schedule of Net Carrying Amount of Convertible Notes) (Details) - Convertible Notes [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2020 |
Debt Instrument [Line Items] | |||
Principal amount | $ 200,000 | $ 200,000 | $ 175,000 |
Unamortized issuance costs | (2,322) | (3,606) | |
Net carrying amount | $ 197,678 | $ 196,394 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Extend lease term | up to additional 10 years | ||
Remaining lease term | 12 years 7 months 6 days | ||
Weighted average discount rate | 3.70% | ||
Lease expense | $ 6,636 | $ 6,587 | $ 3,935 |
Operating cash flows for operating leases | $ 6,138 | $ 6,450 | $ 4,134 |
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 8 years |
LEASES (Schedule of Future Mini
LEASES (Schedule of Future Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Lessee Disclosure [Abstract] | |
2024 | $ 6,759 |
2025 | 6,257 |
2026 | 5,422 |
2027 | 5,345 |
2028 | 5,415 |
2029 and thereafter | 30,681 |
Total lease payments | 59,879 |
Less imputed interest | (13,414) |
Total | $ 46,465 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Non-cancelable purchase obligations amount | $ 105,300 |
SHAREHOLDERS' EQUITY (Narrative
SHAREHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value of options granted | $ 35.94 | |||
Share repurchase program | $ 100,000 | |||
Ordinary share repurchased, shares | 252,983 | |||
Ordinary share repurchased | $ 21,528 | |||
Total intrinsic value of options outstanding | 11,302 | $ 15,271 | ||
Total intrinsic value of options exercisable at year-end | 10,857 | 12,956 | ||
Total intrinsic value of options exercised | $ 11,149 | $ 14,523 | $ 18,571 | |
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Unrecognized compensation cost related to non-vested employee options | $ 21 | |||
Unrecognized compensation cost, recognition period | 4 years | |||
Employee Stock Option [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options contractual term | 10 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 3 years | |||
Unrecognized compensation cost related to unvested restricted shares | $ 38,107 | |||
Total intrinsic value of RSU's vested | $ 22,649 | $ 16,907 | $ 17,341 | |
Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche One [Member] | 25% on each of anniversaries of the grant date [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche One [Member] | 33% on each of anniversaries of the grant date [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33% | |||
Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche Two [Member] | 25% on each of anniversaries of the grant date [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche Two [Member] | 33% on each of anniversaries of the grant date [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33% | |||
Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche Three [Member] | 25% on each of anniversaries of the grant date [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche Three [Member] | 33% on each of anniversaries of the grant date [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33% | |||
Restricted Stock Units (RSUs) [Member] | Share Based Compensation Award Tranche Four [Member] | 25% on each of anniversaries of the grant date [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25% | |||
Restricted Stock Units (RSUs) [Member] | Share Based Compensation Award Tranche Four [Member] | 33% on each of anniversaries of the grant date [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 33% |
SHAREHOLDERS' EQUITY (Effects o
SHAREHOLDERS' EQUITY (Effects of Stock-Based Compensation in the Statements of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | $ 18,286 | $ 16,647 | $ 10,488 |
Product [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | 3,193 | 2,456 | 1,358 |
Service [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | 1,753 | 1,710 | 802 |
Research and Development [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | 7,736 | 6,861 | 3,994 |
Sales and Marketing [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | 3,437 | 3,179 | 2,221 |
General and Administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation | $ 2,167 | $ 2,441 | $ 2,113 |
SHAREHOLDERS' EQUITY (Status of
SHAREHOLDERS' EQUITY (Status of the Company's Share Option Plans) (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Share Options | |
Outstanding - beginning of year | shares | 290,711 |
Exercised | shares | (133,485) |
Expired and forfeited | shares | (50,947) |
Outstanding - year end | shares | 106,279 |
Options exercisable at year-end | shares | 100,540 |
Weighted Average Exercise Price | |
Outstanding - beginning of year | $ / shares | $ 29.83 |
Exercised | $ / shares | 25.2 |
Expired and forfeited | $ / shares | 39.61 |
Outstanding - year end | $ / shares | 31.04 |
Options exercisable at year-end | $ / shares | $ 29.4 |
SHAREHOLDERS' EQUITY (Informati
SHAREHOLDERS' EQUITY (Information About Share Options Outstanding) (Details) | 12 Months Ended | |
Dec. 31, 2023 ₪ / shares $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding | shares | 106,279 | 106,279 |
Weighted Average Exercise Price, Outstanding | $ 31.04 | |
Number Exercisable, Exercisable | shares | 100,540 | 100,540 |
Weighted Average Exercise Price, Exercisable | $ 29.4 | |
20.01-35.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Prices, minimum | $ 20.01 | |
Exercise Prices, maximum | $ 35 | |
Number Outstanding | shares | 88,913 | 88,913 |
Weighted Average Remaining Contractual Life (in years), Outstanding | 1 year 6 months 21 days | |
Weighted Average Exercise Price, Outstanding | $ 26.37 | |
Number Exercisable, Exercisable | shares | 88,913 | 88,913 |
Weighted Average Exercise Price, Exercisable | $ 26.37 | |
35.01-50.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Prices, minimum | $ 35.01 | |
Exercise Prices, maximum | $ 50 | |
Number Outstanding | shares | 12,450 | 12,450 |
Weighted Average Remaining Contractual Life (in years), Outstanding | 3 years 4 months 28 days | |
Weighted Average Exercise Price, Outstanding | $ 44.16 | |
Number Exercisable, Exercisable | shares | 8,882 | 8,882 |
Weighted Average Exercise Price, Exercisable | $ 44.31 | |
50.01-70.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Prices, minimum | $ 50.01 | |
Exercise Prices, maximum | $ 70 | |
Number Outstanding | shares | 2,036 | 2,036 |
Weighted Average Remaining Contractual Life (in years), Outstanding | 3 years 7 months 2 days | |
Weighted Average Exercise Price, Outstanding | $ 53.61 | |
Number Exercisable, Exercisable | shares | 1,305 | 1,305 |
Weighted Average Exercise Price, Exercisable | $ 53.61 | |
70.01-102.35 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise Prices, minimum | $ 70.01 | |
Exercise Prices, maximum | $ 102.35 | |
Number Outstanding | shares | 2,880 | 2,880 |
Weighted Average Remaining Contractual Life (in years), Outstanding | 3 years 5 months 23 days | |
Weighted Average Exercise Price, Outstanding | $ 102.35 | |
Number Exercisable, Exercisable | shares | 1,440 | 1,440 |
Weighted Average Exercise Price, Exercisable | ₪ / shares | $ 102.35 |
SHAREHOLDERS' EQUITY (Schedule
SHAREHOLDERS' EQUITY (Schedule of Unvested Restricted Share Units) (Details) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of RSUs | |
Unvested - beginning of year | shares | 484,721 |
Granted | shares | 334,012 |
Vested | shares | (203,128) |
Canceled | shares | (27,936) |
Unvested - year end | shares | 587,669 |
Weighted average grant date fair value | |
Unvested - beginning of year | $ / shares | $ 81.05 |
Granted | $ / shares | 105.94 |
Vested | $ / shares | 70.89 |
Canceled | $ / shares | 88.27 |
Unvested - year end | $ / shares | $ 98.39 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) $ in Thousands, ₪ in Billions | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2025 | Dec. 31, 2023 ILS (₪) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | |
Required income from exports, percent | 25% | 25% | ||||
Withholding tax rate | 15% | 15% | ||||
Trapped Profits Agreement Net Effect | $ 0 | $ 0 | $ 3,716 | |||
Corporate tax rate | 23% | 23% | ||||
Taxable income in Israel is attributable to Preferred Enterprises tax rate | 16% | 16% | ||||
Deferred tax liability | $ 10,574 | 12,190 | ||||
Unrecognized deferred tax liability related to the Israel income taxes of undistributed earnings of foreign subsidiaries indefinitely invested outside the Israel | 34,652 | |||||
Unrecognized Tax Benefits Presented As Reduction From Deferred Tax Assets | $ 2,799 | $ 2,590 | ||||
Minimum [Member] | ||||||
Corporate tax on income if approved enterprise status earnings are distributed | 10% | 10% | ||||
Permanent reduction in corporate tax rate | 21% | 21% | ||||
The minimum holding rate by foreign investors for which the company will be entitled to a reduced tax rate on dividend | 15% | 15% | ||||
Maximum [Member] | ||||||
Corporate tax on income if approved enterprise status earnings are distributed | 25% | 25% | ||||
Permanent reduction in corporate tax rate | 35% | 35% | ||||
The minimum holding rate by foreign investors for which the company will be entitled to a reduced tax rate on dividend | 20% | 20% | ||||
Foreign-Derived Intangible Income [Member] | ||||||
Corporate tax rate | 13.125% | |||||
Law for the Encouragement of Capital Investments Investment First Plan [Member] | ||||||
Period of full tax exemption | 4 years | 4 years | ||||
Tax rate after full exemption period | 25% | 25% | ||||
Post exemption period | 3 years | 3 years | ||||
Law for the Encouragement of Capital Investments Investment Plan Second and Third Plans [Member] | ||||||
Period of full tax exemption | 2 years | 2 years | ||||
Tax rate after full exemption period | 25% | 25% | ||||
Post exemption period | 5 years | 5 years | ||||
Development Area A [Member] | ||||||
Tax rate applicable to approved industrial enterprise, 2015 and after | 6% | 6% | ||||
Tax rate applicable to approved industrial enterprise, 2013-2014 | 7% | 7% | ||||
Development Area A [Member] | Minimum [Member] | ||||||
Taxable income in Israel is attributable to Preferred Enterprises tax rate | 9% | 9% | ||||
Development Area A [Member] | Maximum [Member] | ||||||
Taxable income in Israel is attributable to Preferred Enterprises tax rate | 7.50% | 7.50% | ||||
Outside development area A [Member] | ||||||
Tax rate applicable to approved industrial enterprise, 2015 and after | 12% | 12% | ||||
Tax rate applicable to approved industrial enterprise, 2013-2014 | 12.50% | 12.50% | ||||
Taxable income in Israel is attributable to Preferred Enterprises tax rate | 16% | 16% | ||||
Preferred Area A [Member] | ||||||
Withholding tax rate | 15% | 15% | ||||
Tax rate applicable to approved industrial enterprise, 2015 and after | 6% | 6% | ||||
Required percentage of export of company' s total turnover | 25% | 25% | ||||
Tax rate applicable to approved industrial enterprise, 2011-2012 | 10% | 10% | ||||
Tax rate applicable to approved industrial enterprise, 2013-2014 | 7% | 7% | ||||
The minimum holding rate by foreign investors for which the company will be entitled to a reduced tax rate on dividend | 20% | 20% | ||||
Outside Preferred Area A [Member] | ||||||
Tax rate applicable to approved industrial enterprise during the current period and the next rolling twelve months following the latest balance sheet presented in other than Development Zone A | 15% | 15% | ||||
Tax rate applicable to approved industrial enterprise, 2015 and after | 12% | 12% | ||||
Required percentage of export of company' s total turnover | 25% | 25% | ||||
Tax rate applicable to approved industrial enterprise, 2011-2012 | 15% | 15% | ||||
Tax rate applicable to approved industrial enterprise, 2013-2014 | 12.50% | 12.50% | ||||
Preferred Technological Enterprises [Member] | ||||||
The limit of consolidated revenue for which the Company is entitled to be considered a preferred technology enterprise | ₪ | ₪ 10 | |||||
Technological preferred enterprise subject tax rate | 12% | 12% | ||||
Foreign Investors [Member] | ||||||
The minimum holding rate by foreign investors for which the company will be entitled to a reduced tax rate on dividend | 90% | 90% | ||||
Subsequent Event [Member] | Foreign-Derived Intangible Income [Member] | ||||||
Corporate tax rate | 16.406% |
INCOME TAXES (Significant Compo
INCOME TAXES (Significant Components of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 412 | $ 1,080 |
Tax credits carryforward | 2,872 | 1,610 |
Reserve and allowances | 9,853 | 10,058 |
Operating lease liabilities | 2,494 | 3,178 |
Research and development | 14,842 | 10,176 |
Gross tax assets | 30,473 | 26,102 |
Valuation Allowance | (2,790) | (2,098) |
Total tax assets | 27,683 | 24,004 |
Deferred tax liabilities: | ||
Intangible assets acquired in business combination | (11,346) | (12,539) |
Operating lease right-of-use assets | (1,936) | (2,631) |
Reserve and allowances | (1,392) | (927) |
Total deferred tax liabilities | (14,674) | (16,097) |
Net deferred tax assets | $ 13,009 | $ 7,907 |
INCOME TAXES (Components of tot
INCOME TAXES (Components of total net deferred tax assets (liabilities)) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets | $ 23,583 | $ 20,097 |
Deferred tax liabilities | (10,574) | (12,190) |
Net deferred tax assets (liabilities) | $ 13,009 | $ 7,907 |
INCOME TAXES (Schedule of Balan
INCOME TAXES (Schedule of Balance Sheet Presentation of Deferred Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Taxes [Line Items] | ||
Net deferred tax assets (liabilities) | $ 13,009 | $ 7,907 |
Domestic [Member] | ||
Income Taxes [Line Items] | ||
Net deferred tax assets (liabilities) | 7,855 | 8,683 |
Foreign [Member] | ||
Income Taxes [Line Items] | ||
Net deferred tax assets (liabilities) | $ 5,154 | $ (776) |
INCOME TAXES (Schedule of Israe
INCOME TAXES (Schedule of Israel and International Components of Income before taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Before Income Tax Domestic and Foreign [Line Items] | |||
Net income before taxes | $ 154,699 | $ 158,409 | $ 109,253 |
Domestic [Member] | |||
Schedule of Income Before Income Tax Domestic and Foreign [Line Items] | |||
Net income before taxes | 117,936 | 121,076 | 76,400 |
Foreign [Member] | |||
Schedule of Income Before Income Tax Domestic and Foreign [Line Items] | |||
Net income before taxes | $ 36,763 | $ 37,333 | $ 32,853 |
INCOME TAXES (Israel and Intern
INCOME TAXES (Israel and International Components of Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 17,363 | $ 15,868 | $ 12,297 |
Foreign (mainly US) | 1,026 | 2,328 | 3,855 |
Income tax expenses (tax benefits) | 18,389 | 18,196 | 16,152 |
Current and deferred: | |||
Current | 24,845 | 32,323 | 19,311 |
Deferred | (6,456) | (14,127) | (3,159) |
Income tax expenses (tax benefits) | $ 18,389 | $ 18,196 | $ 16,152 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of the Theoretical and Actual Tax Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income before taxes on income | $ 154,699 | $ 158,409 | $ 109,253 |
Statutory tax expenses | 18,564 | 19,009 | 13,110 |
Effect of non-benefited income New Technological or Preferred Enterprises statuses in Israel | 657 | 335 | 88 |
Permanent differences, including difference between the basis of measurement of income reported for tax purposes and the basis of measurement of income for financial reporting purposes, net | (384) | (1,131) | (448) |
Change in tax reserve for uncertain tax positions | (625) | (51) | (713) |
Effect of foreign operations taxed at various rates | 4,070 | 3,477 | 3,249 |
Foreign Derived Intangible Income benefit | (2,497) | (2,483) | (1,785) |
Tax credits | (1,801) | (1,640) | (1,592) |
Trapped Profits agreement net effect | 0 | 0 | 3,716 |
Adjustments for previous year's tax | (651) | (172) | (113) |
Change in valuation allowance | 871 | 692 | 601 |
Other | 185 | 160 | 39 |
Total reconciling items | (175) | (813) | 3,042 |
Actual tax expenses | $ 18,389 | $ 18,196 | $ 16,152 |
INCOME TAXES (Schedule of Unrec
INCOME TAXES (Schedule of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | |||
Income Tax Disclosure [Abstract] | ||||
Balance at the beginning of the year | $ 9,276 | [1] | $ 8,674 | |
Decrease related to prior year tax positions | (2,884) | (1,202) | ||
Increase related to current year tax positions | 3,030 | 1,804 | ||
Balance at the end of the year | [1] | $ 9,422 | $ 9,276 | |
[1]The amounts for the years ended December 31, 2022 and 2021 includes $2,590 and $2,412 unrecognized tax benefits, respectively, which are presented as a reduction from deferred tax assets, see Note 15e. |
GEOGRAPHIC AREAS AND MAJOR CU_3
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Sales by Geographic Area as Percentage of Total Sales) (Details) - Percentage of Total Sales [Member] - Geographic Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | |||
Concentration percentage | 100% | 100% | 100% |
China [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 36% | 28% | 21% |
Taiwan, R.O.C. [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 18% | 32% | 37% |
USA [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 13% | 16% | 23% |
Korea [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 20% | 13% | 11% |
Other [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 13% | 11% | 8% |
GEOGRAPHIC AREAS AND MAJOR CU_4
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Sales by Major Customers as Percentage of Total Sales) (Details) - Percentage of Total Sales [Member] - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration percentage | 19% | 12% | 21% |
Customer B [Member] | |||
Revenue, Major Customer [Line Items] | |||
Concentration percentage | 18% | 23% | 31% |
GEOGRAPHIC AREAS AND MAJOR CU_5
GEOGRAPHIC AREAS AND MAJOR CUSTOMERS (Long-lived Assets by Geographic Location) (Details) - Percentage of Long-lived Assets [Member] - Geographic Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Revenue from External Customer [Line Items] | |||
Concentration percentage | [1] | 100% | 100% |
Israel [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 62% | 66% | |
USA [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 19% | 20% | |
Germany [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 13% | 9% | |
Other [Member] | |||
Revenue from External Customer [Line Items] | |||
Concentration percentage | 6% | 5% | |
[1]Long-lived assets are comprised of property, plant equipment, net and operating lease right-of-use assets. |
FINANCIAL INSTRUMENTS (Narrativ
FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Investments, All Other Investments [Abstract] | ||
Notional amount of the hedging instruments | $ 36,706 | $ 85,293 |
FINANCIAL INSTRUMENTS (Fair Val
FINANCIAL INSTRUMENTS (Fair Value of Derivative Contracts) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Derivative Instruments in Hedges, Assets, at Fair Value | $ 1,229 | $ 0 |
Derivatives designated as hedging instruments in cash flow hedge | 0 | 454 |
Derivative Assets Reported in Other Current Assets [Member] | ||
Derivative [Line Items] | ||
Derivative Instruments in Hedges, Assets, at Fair Value | 1,229 | 0 |
Derivative Liabilities Reported in Other Current Liabilities [Member] | ||
Derivative [Line Items] | ||
Derivatives designated as hedging instruments in cash flow hedge | $ 0 | $ 454 |
FINANCIAL INSTRUMENTS (Impact o
FINANCIAL INSTRUMENTS (Impact of Derivative Instruments on Total Operating Expenses) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |||
Loss (gain) on derivative instruments | $ 1,576 | $ 1,813 | $ (453) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Expenses | Operating Expenses | Operating Expenses |
FINANCIAL INCOME (EXPENSE), N_3
FINANCIAL INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Interest income | $ 22,643 | $ 6,478 | $ 2,194 |
Amortization of debt discount and issuance costs related to the Convertible Senior Notes | (1,284) | (1,282) | (4,229) |
Exchange rate gain (loss), net | 1,303 | 3,469 | (948) |
Bank charges | (226) | (187) | (150) |
Total | $ 22,436 | $ 8,478 | $ (3,133) |