0001104659-17-001761.txt : 20170110 0001104659-17-001761.hdr.sgml : 20170110 20170110165342 ACCESSION NUMBER: 0001104659-17-001761 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170110 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170110 DATE AS OF CHANGE: 20170110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VEECO INSTRUMENTS INC CENTRAL INDEX KEY: 0000103145 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 112989601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16244 FILM NUMBER: 17521089 BUSINESS ADDRESS: STREET 1: TERMINAL DRIVE CITY: PLAINVIEW STATE: NY ZIP: 11803 BUSINESS PHONE: 516 677-0200 MAIL ADDRESS: STREET 1: TERMINAL DRIVE CITY: PLAINVIEW STATE: NY ZIP: 11803 FORMER COMPANY: FORMER CONFORMED NAME: VACUUM ELECTRONIC MANUFACTURING CORP DATE OF NAME CHANGE: 19700408 8-K 1 a17-1637_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 


 

FORM 8-K

 


 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 


 

Date of Report (Date of earliest event reported):  January 10, 2017

 

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction
of incorporation)

 

0-16244
(Commission
File Number)

 

11-2989601
(IRS Employer
Identification No.)

 

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

 

(516) 677-0200
(Registrant’s telephone number, including area code)

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02   Results of Operations and Financial Condition.

 

On January 10, 2017, Veeco Instruments Inc. issued a press release announcing certain preliminary unaudited financial results for the quarter and year ended December 31, 2016. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01   Financial Statements and Exhibits.

 

(d)                                 Exhibits.

 

Exhibit 

 

Description

 

 

 

99.1

 

Press release issued by Veeco Instruments Inc. dated January 10, 2017

 

The information in this report, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or the exhibit be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

January 10, 2017

VEECO INSTRUMENTS INC.

 

 

 

By:

/s/ Gregory A. Robbins

 

Name:

Gregory A. Robbins

 

Title:

Senior Vice President and General Counsel

 

3



 

EXHIBIT INDEX

 

Exhibit 

 

Description

 

 

 

99.1

 

Press release issued by Veeco Instruments Inc. dated January 10, 2017

 

4


EX-99.1 2 a17-1637_1ex99d1.htm EX-99.1

Exhibit 99.1

 

VEECO REPORTS PRELIMINARY FOURTH QUARTER AND FULL YEAR

2016 FINANCIAL RESULTS

 

January 10, 2017

 

Veeco Instruments Inc. (“Veeco”) (NASDAQ: VECO) today announced preliminary financial results for its fourth quarter and fiscal year ended December 31, 2016.  Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”).  A reconciliation between GAAP and Non-GAAP results is provided at the end of this press release.

 

Preliminary Estimated and Unaudited 2016 Financial and Other Data

 

Veeco’s estimated and unaudited consolidated financial data presented below is preliminary and was prepared by management in good faith based upon internal reporting for the three months and year ended December 31, 2016. Although Veeco has not identified any unusual or unique events or trends that occurred during the period which might materially affect these estimates, actual results may still be outside of the ranges provided below. Veeco’s independent registered public accounting firm, KPMG LLP, has not audited, reviewed, compiled or performed any procedures on this preliminary financial data. As a result, Veeco’s full interim or audited annual financial statements prepared in accordance with GAAP for the periods shown may be different from the preliminary estimates herein. You should not place undue reliance on this preliminary and estimated financial information and should view this information in the context of Veeco’s 2016 results when such results are disclosed in Veeco’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

In addition to the preliminary financial information set forth below, Veeco currently expects to record bookings of approximately $125 million for the fourth quarter. A preliminary estimate for cash, cash equivalents and short-term investments is approximately $344 million as of December 31, 2016 as compared to $337 million at the end of the third quarter of 2016.

 

Management will not be holding a call to discuss the preliminary financial information.

 

U.S. Dollars in millions, except per share data

 

 

 

Three months ended December 31,

 

 

 

2016 Range

 

 

 

GAAP Results

 

(estimated and unaudited)

 

2015

 

Revenue

 

$91 - $95

 

$106.5

 

Gross margin

 

38% - 39%

 

36.4%

 

Research and development

 

$17 - $18

 

$20.6

 

Selling, general, and administrative and Other

 

$19

 

$21.1

 

Net income (loss)

 

$(7) - $(5)

 

$(9.8)

 

Diluted earnings (loss) per share

 

$(0.18) - $(0.12)

 

$(0.25)

 

 

 

 

Three months ended December 31,

 

 

 

2016 Range

 

 

 

Non-GAAP Results

 

(estimated and unaudited)

 

2015

 

Revenue

 

$91 - $95

 

$106.5

 

Gross margin

 

38.5% - 39.5%

 

36.8%

 

Research and development

 

$17 - $18

 

$19.3

 

Selling, general, and administrative and Other

 

$16

 

$18.7

 

Adjusted net income (loss)

 

$2 - $4

 

$0.6

 

Adjusted EBITDA

 

$5 - $7

 

$4.4

 

Adjusted diluted earnings (loss) per share

 

$0.04 - $0.10

 

$0.01

 

 



 

U.S. Dollars in millions, except per share data

 

 

 

Year ended December 31,

 

 

 

2016 Range

 

 

 

GAAP Results

 

(estimated and unaudited)

 

2015

 

Revenue

 

$330 - $334

 

$477.0

 

Gross margin

 

40%

 

37.2%

 

Research and development

 

$81 - $82

 

$78.5

 

Selling, general, and administrative and Other

 

$78

 

$89.5

 

Net income (loss)

 

$(124) - $(122)

 

$(32.0)

 

Diluted earnings (loss) per share

 

$(3.16) - $(3.10)

 

$(0.80)

 

 

 

 

Year ended December 31,

 

 

 

2016 Range

 

 

 

Non-GAAP Results

 

(estimated and unaudited)

 

2015

 

Revenue

 

$330 - $334

 

$477.0

 

Gross margin

 

41%

 

38.0%

 

Research and development

 

$78 - $79

 

$74.5

 

Selling, general, and administrative and Other

 

$66

 

$77.1

 

Adjusted net income (loss)

 

$(12) - $(10)

 

$22.1

 

Adjusted EBITDA

 

$3 - $5

 

$41.7

 

Adjusted diluted earnings (loss) per share

 

$(0.31) - $(0.25)

 

$0.54

 

 

Sales by market and region:

 

 

 

Year ended December 31,

 

 

 

2016

 

 

 

 

 

(estimated and unaudited)

 

2015

 

Market Analysis

 

 

 

 

 

Lighting, Display & Power Electronics

 

41

%

61

%

Advanced Packaging, MEMS & RF

 

21

%

13

%

Scientific & Industrial

 

22

%

13

%

Data Storage

 

16

%

13

%

Market Analysis

 

 

 

 

 

United States

 

26

%

18

%

China

 

26

%

51

%

EMEA

 

25

%

13

%

Rest of World

 

23

%

18

%

 

About Veeco

 

Veeco’s process equipment solutions enable the manufacture of LEDs, displays, power electronics, compound semiconductors, hard disk drives, semiconductors, MEMS and wireless chips. We are the leader in MOCVD, MBE, Ion Beam, Wet Etch single wafer processing and other advanced thin film process technologies. Our high performance systems drive innovation in energy efficiency, consumer electronics and network storage and allow our customers to maximize productivity and achieve lower cost of ownership.

 

Forward-Looking Statements and Disclosures

 

This news release discusses expectations or otherwise makes statements about the future, including statements about Veeco’s preliminary financial results for the three months and full year ended December 31, 2016. Such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made.  These factors include the risks discussed in the Risk Factors, Business Description and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2015 and in its subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. In addition, Veeco can provide no assurances that the preliminary financial results provided herein will be consistent with its audited financial results that will be included in its Annual Report on Form 10-K for the year ended December 31, 2016. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

 

Veeco Contacts

 

Investors: Shanye Hudson | 516-677-0200x1272 | shudson@veeco.com

Media: Jeffery Pina | 516-677-0200x1222 | jpina@veeco.com

 

-financial tables attached-

 



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(estimated and unaudited)

 

 

 

 

 

 

 

 

 

Non-GAAP Adjustments

 

 

 

 

 

 

 

Preliminary results for the three

 

 

 

 

 

 

 

Share-based

 

 

 

 

 

 

 

 

 

 

 

months ended December 31, 2016

 

GAAP

 

Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

91

 

-

 

$

95

 

 

 

 

 

 

 

$

91

 

-

 

$

95

 

Gross profit

 

34

 

-

 

37

 

1

 

 

 

35

 

-

 

38

 

Gross margin

 

38

%

-

 

39

%

 

 

 

 

 

 

38.5

%

-

 

39.5

%

Research and development

 

17

 

-

 

18

 

 

 

 

$

17

 

-

 

$

18

 

Selling, general, and administrative and Other

 

19

 

-

 

19

 

3

 

 

 

$

16

 

-

 

$

16

 

Net income (loss)

 

(7

)

-

 

(5

)

4

 

3

 

2

 

$

2

 

-

 

$

4

 

Income (loss) per diluted common share

 

$

(0.18

)

-

 

$

(0.12

)

 

 

 

 

 

 

$

0.04

 

-

 

$

0.10

 

Weighted average number of shares

 

39

 

 

 

39

 

 

 

 

 

 

 

40

 

 

 

40

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in millions)

(estimated and unaudited)

 

Preliminary results for the three months ended December 31, 2016

 

 

 

Restructuring

 

$

2

 

Total Other

 

$

2

 

 

Note: Amounts may not calculate precisely due to rounding.

 

 

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

 

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

 



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in millions)

(estimated and unaudited)

 

Preliminary results for the three months ended December 31, 2016

 

 

 

 

 

 

GAAP net income (loss)

 

$

(7

)

-

$

(5

)

Share-based compensation

 

4

 

-

4

 

Amortization

 

3

 

-

3

 

Restructuring

 

2

 

-

2

 

Interest (income) expense

 

0

 

-

0

 

Depreciation

 

2

 

-

2

 

Income tax expense (benefit) *

 

1

 

-

1

 

Adjusted EBITDA

 

$

5

 

-

$

7

 

 

Note: Amounts may not calculate precisely due to rounding.

 


*                                         The “with or without” method is utilized to determine the income tax effect of all non-GAAP adjustments.

 

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

 

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

 



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(estimated and unaudited)

 

 

 

 

 

 

 

 

 

Non-GAAP Adjustments

 

 

 

 

 

 

 

Preliminary results for the year

 

 

 

 

 

 

 

Share-based

 

 

 

 

 

 

 

 

 

 

 

ended December 31, 2016

 

GAAP

 

Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

330

 

-

 

$

334

 

 

 

 

 

 

 

$

330

 

-

 

$

334

 

Gross profit

 

131

 

-

 

134

 

2

 

 

1

 

134

 

-

 

137

 

Gross margin

 

40

%

-

 

40

%

 

 

 

 

 

 

41

%

-

 

41

%

Research and development

 

81

 

-

 

82

 

3

 

 

 

$

78

 

-

 

$

79

 

Selling, general, and administrative and Other

 

78

 

-

 

78

 

11

 

 

1

 

$

66

 

-

 

$

66

 

Net income (loss)

 

(124

)

-

 

(122

)

16

 

19

 

77

 

$

(12

)

-

 

$

(10

)

Income (loss) per diluted common share

 

$

(3.16

)

-

 

$

(3.10

)

 

 

 

 

 

 

$

(0.31

)

-

 

$

(0.25

)

Weighted average number of shares

 

39

 

 

 

39

 

 

 

 

 

 

 

39

 

 

 

39

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in millions)

(estimated and unaudited)

 

Preliminary results for the year ended December 31, 2016

 

 

 

Asset impairment

 

$

69

 

Accelerated depreciation

 

1

 

Restructuring

 

6

 

Pension termination

 

1

 

Total Other

 

$

77

 

 

Note: Amounts may not calculate precisely due to rounding.

 

 

 

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

 

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

 



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in millions)

(estimated and unaudited)

 

Preliminary results for the year ended December 31, 2016

 

 

 

 

 

 

GAAP net income (loss)

 

$

(124

)

-

$

(122

)

Share-based compensation

 

16

 

-

16

 

Amortization

 

19

 

-

19

 

Asset impairment

 

69

 

-

69

 

Accelerated depreciation

 

1

 

-

1

 

Restructuring

 

6

 

-

6

 

Pension termination

 

1

 

-

1

 

Interest income

 

(1

)

-

(1

)

Depreciation

 

12

 

-

12

 

Income tax expense (benefit)*

 

4

 

-

4

 

Adjusted EBITDA

 

$

3

 

-

$

5

 

 

Note: Amounts may not calculate precisely due to rounding.

 


*                                         The “with or without” method is utilized to determine the income tax effect of all non-GAAP adjustments.

 

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

 

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

 



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

Non-GAAP Adjustments

 

 

 

Three months ended December 31, 2015

 

GAAP

 

Share-based
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

106,543

 

 

 

 

 

 

 

$

106,543

 

Gross profit

 

38,786

 

393

 

 

 

 

 

39,179

 

Gross margin

 

36.4

%

 

 

 

 

 

 

36.8

%

Research and development

 

20,639

 

(1,292

)

 

 

 

 

19,347

 

Selling, general, and administrative and Other

 

21,134

 

(2,277

)

 

 

(188

)

18,669

 

Net income (loss)

 

(9,788

)

3,962

 

5,802

 

598

 

574

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.25

)

 

 

 

 

 

 

$

0.01

 

Diluted

 

(0.25

)

 

 

 

 

 

 

0.01

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

39,794

 

 

 

 

 

 

 

40,644

 

Diluted

 

39,794

 

 

 

 

 

 

 

40,731

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

 

Three months ended December 31, 2015

 

 

 

Restructuring

 

1,170

 

Acquisition related

 

188

 

One-time legal settlement

 

 

Non-GAAP tax adjustment*

 

(760

)

Total Other

 

598

 

 


*                           The “with or without” method is utilized to determine the income tax effect of all non-GAAP adjustments.

 

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

 

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

 



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in thousands)

(unaudited)

 

 

 

Three months ended December 31,

 

 

 

2015

 

GAAP net income (loss)

 

$

(9,788

)

Share-based compensation

 

3,962

 

Amortization

 

5,802

 

Restructuring

 

1,170

 

Acquisition related

 

188

 

Interest income

 

(145

)

Depreciation

 

3,282

 

Income tax expense (benefit)

 

(26

)

Adjusted EBITDA

 

$

4,445

 

 

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

 

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

 



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

Non-GAAP Adjustments

 

 

 

For the year ended December 31, 2015

 

GAAP

 

Share-based
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

477,038

 

 

 

 

 

 

 

$

477,038

 

Gross profit

 

177,241

 

2,495

 

 

 

1,311

 

181,047

 

Gross margin

 

37.2

%

 

 

 

 

 

 

38.0

%

Research and development

 

78,543

 

(4,031

)

 

 

 

 

74,512

 

Selling, general, and administrative and Other

 

89,491

 

(11,474

)

 

 

(958

)

77,059

 

Net income (loss)

 

(31,978

)

18,000

 

27,634

 

8,408

 

22,064

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.80

)

 

 

 

 

 

 

$

0.54

 

Diluted

 

(0.80

)

 

 

 

 

 

 

0.54

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

39,742

 

 

 

 

 

 

 

40,759

 

Diluted

 

39,742

 

 

 

 

 

 

 

40,905

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

 

For the year ended December 31, 2015

 

 

 

Restructuring

 

4,679

 

Acquisition related—PSP inventory fair value step-up

 

1,311

 

Acquisition related

 

563

 

Asset impairment

 

126

 

One-time legal settlement

 

395

 

Non-GAAP tax adjustment *

 

1,334

 

Total Other

 

8,408

 

 


*                           The “with or without” method is utilized to determine the income tax effect of all non-GAAP adjustments.

 

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

 

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

 



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in thousands)

(unaudited)

 

 

 

For the year ended December 31,

 

 

 

2015

 

GAAP net income (loss)

 

$

(31,978

)

Share-based compensation

 

18,000

 

Amortization

 

27,634

 

Asset impairment

 

126

 

Restructuring

 

4,679

 

Acquisition related—PSP inventory fair value step-up

 

1,311

 

Acquisition related

 

563

 

One-time legal settlement

 

395

 

Interest income

 

(586

)

Depreciation

 

12,216

 

Income tax expense (benefit)

 

9,332

 

Adjusted EBITDA

 

$

41,692

 

 

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and incremental transaction-related compensation.

 

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including adjusted EBITDA, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.