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EX-99.2 - EX-99.2 - VEECO INSTRUMENTS INCa17-12452_1ex99d2.htm
8-K - 8-K - VEECO INSTRUMENTS INCa17-12452_18k.htm

EXHIBIT 99.1

 

 

NEWS

 

VEECO REPORTS FIRST QUARTER 2017 FINANCIAL RESULTS

 

First Quarter 2017 Highlights:

 

·                  Revenues of $94.4 million, up 21% compared with the same period last year

·                  GAAP earnings per share of $0.03, and non-GAAP earnings per share of $0.09

·                  Non-GAAP adjusted EBITDA of $7.3 million

·                  Announced agreement to acquire Ultratech, Inc., a leading supplier of lithography, laser-processing and inspection systems addressing the advanced packaging, semiconductor and LED industries

 

Plainview, N.Y., May 4, 2017 — Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its first fiscal quarter ended March 31, 2017. 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 operating results is provided at the end of this press release.

 

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

 

GAAP Results

 

Q1 ‘17

 

Q1 ‘16

 

Revenue

 

$

94.4

 

$

78.0

 

Net income (loss)

 

$

1.1

 

$

(15.5

)

Diluted earnings (loss) per share

 

$

0.03

 

$

(0.40

)

 

Non-GAAP Results

 

Q1 ‘17

 

Q1 ‘16

 

Net income (loss)

 

$

3.6

 

$

(5.7

)

Adjusted EBITDA

 

$

7.3

 

$

(2.1

)

Diluted earnings (loss) per share

 

$

0.09

 

$

(0.15

)

 

“Veeco’s first quarter sales were above seasonal average and increased by more than 20% year-over-year, reflecting a recovery in LED industry conditions.  We are continuing to build backlog and see a healthy sales pipeline, which supports top line growth in the second half of 2017.  Our Q1 gross margin reflects, among other factors, the temporary impact of our manufacturing consolidation efforts.  We now expect to complete these plans in the third quarter.  We believe our consolidation efforts combined with sustained cost discipline will drive positive operating leverage, as revenues scale,” commented John R. Peeler, Chairman and Chief Executive Officer.

 

“In addition, we are pleased with the progress we’ve made towards completing the Ultratech acquisition, which we expect to close in late May.  Integration planning is well under way and we expect to hit the ground running on day one,” Mr. Peeler concluded.

 

1



 

Guidance and Outlook

 

The following guidance is provided for Veeco’s second quarter 2017:

 

·                  Revenue is expected to be in the range of $85 million to $100 million

·                  Adjusted EBITDA is expected to be in the range of $4 million to $10 million

·                  GAAP earnings (loss) per share are expected to be in the range of ($0.14) to $0.02 and includes a pre-tax interest expense estimated to be ~$5 million associated with the 2023 Convertible Notes

·                  Non-GAAP earnings per share are expected to be in the range of ($0.05) to $0.09 and includes a pre-tax interest expense estimated to be ~$2 million associated with the 2023 Convertible Notes

 

Please refer to the tables at the end of this press release for further details.

 

Conference Call Information

 

A conference call reviewing these results has been scheduled for today, May 4, 2017 starting at 5:00pm ET. To join the call, dial 877-741-4251 (toll free) or 719-325-4760 and use passcode 3255654. The call will also be webcast live on the Veeco website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website beginning at 8:00pm ET this evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

 

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. For information on our company, products and worldwide service and support, please visit www.veeco.com.

 

Forward-looking Statements

 

This written communication contains forward-looking statements that involve risks and uncertainties concerning the proposed acquisition by Veeco Instruments Inc. (“Veeco” or the “Company”) of Ultratech, Inc. (“Ultratech”), Ultratech’s and the Company’s expected financial performance, as well as Ultratech’s and the Company’s strategic and operational plans.  Actual events or results may differ materially from those described in this written communication due to a number of risks and uncertainties.  The potential risks and uncertainties include, among others, the possibility that Ultratech may be unable to obtain required stockholder approval or that other conditions to closing the transaction may not be satisfied, such that the transaction will not close or that the closing may be delayed; the reaction of customers to the transaction; general economic conditions; the transaction may involve unexpected costs, liabilities or delays; risks that the transaction disrupts current plans and operations of the parties to the transaction; the ability to recognize the benefits of the transaction; the amount of the costs, fees, expenses and charges related to the transaction and the actual terms of any financings that will be obtained for the transaction; the outcome of any legal proceedings related to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement.  In addition, please refer to the documents that the Company and Ultratech file with the Securities and Exchange Commission (the “SEC”) on Forms 10-K, 10-Q and 8-K.  The filings by the Company and Ultratech identify and address other important factors that could cause its financial and operational results to differ materially from those contained in the forward-looking statements set forth in this written communication.

 

All forward-looking statements speak only as of the date of this written communication or, in the case of any document incorporated by reference, the date of that document.  Neither the Company nor Ultratech is under any duty to update any of the forward-looking statements after the date of this written communication to conform to actual results.

 

2



 

Additional Information and Where to Find It

 

In connection with the proposed acquisition of Ultratech by Veeco pursuant to the Agreement and Plan of Merger by and among Ultratech, Veeco and Ulysses Acquisition Subsidiary Corp., Veeco filed with the SEC a Registration Statement on Form S-4 on April 24, 2017, which contains a proxy statement of Ultratech and a prospectus of Veeco, which proxy statement/prospectus was mailed or otherwise disseminated to Ultratech’s stockholders on April 24, 2017.  Investors are urged to read the proxy statement/prospectus (including all amendments and supplements) because they contain important information.  Investors may obtain free copies of the proxy statement/prospectus, as well as other filings containing information about Veeco and Ultratech, without charge, at the SEC’s Internet site (www.sec.gov).  Copies of these documents may also be obtained for free from the companies’ web sites at www.Veeco.com or www.Ultratech.com.

 

Participants in Solicitation

 

Veeco, Ultratech and their respective officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Ultratech in connection with the proposed transaction.  Information about Veeco’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on February 22, 2017, and its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on March 17, 2017.  Information about Ultratech’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on March 1, 2017, and the amendment to its Annual Report on Form 10-K/A, which was filed with the SEC on April 20, 2017.  Investors may obtain more detailed information regarding the direct and indirect interests of Veeco, Ultratech and their respective executive officers and directors in the acquisition by reading the proxy statement/prospectus regarding the transaction, which has been filed with the SEC.

 

-financial tables attached-

 

Veeco Contacts:

 

 

 

 

 

Investors:

 

Media:

Shanye Hudson 516-677-0200 x1272

 

Jeffrey Pina 516-677-0200 x1222

shudson@veeco.com

 

jpina@veeco.com

 

3



 

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three months ended March 31,

 

 

 

2017

 

2016

 

Net sales

 

$

94,386

 

$

78,011

 

Cost of sales

 

60,186

 

46,055

 

Gross profit

 

34,200

 

31,956

 

Operating expenses, net:

 

 

 

 

 

Research and development

 

14,989

 

22,110

 

Selling, general, and administrative

 

20,466

 

19,839

 

Amortization of intangible assets

 

2,867

 

5,251

 

Restructuring

 

1,338

 

100

 

Asset impairment

 

463

 

 

Other, net

 

(78

)

(71

)

Total operating expenses, net

 

40,045

 

47,229

 

Operating income (loss)

 

(5,845

)

(15,273

)

Interest income (expense), net

 

(3,342

)

268

 

Income (loss) before income taxes

 

(9,187

)

(15,005

)

Income tax expense (benefit)

 

(10,282

)

528

 

Net income (loss)

 

$

1,095

 

$

(15,533

)

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

Basic

 

$

0.03

 

$

(0.40

)

Diluted

 

$

0.03

 

$

(0.40

)

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

Basic

 

39,619

 

39,113

 

Diluted

 

40,140

 

39,113

 

 



 

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

March 31, 2017

 

December 31, 2016

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

423,661

 

$

277,444

 

Short-term investments

 

258,196

 

66,787

 

Accounts receivable, net

 

51,433

 

58,020

 

Inventories

 

64,697

 

77,063

 

Deferred cost of sales

 

4,684

 

6,160

 

Prepaid expenses and other current assets

 

19,777

 

16,034

 

Total current assets

 

822,448

 

501,508

 

Property, plant and equipment, net

 

63,684

 

60,646

 

Intangible assets, net

 

55,511

 

58,378

 

Goodwill

 

114,908

 

114,908

 

Deferred income taxes

 

4,044

 

2,045

 

Other assets

 

21,047

 

21,047

 

Total assets

 

$

1,081,642

 

$

758,532

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

30,732

 

$

22,607

 

Accrued expenses and other current liabilities

 

28,480

 

33,201

 

Customer deposits and deferred revenue

 

70,785

 

85,022

 

Income taxes payable

 

2,441

 

2,311

 

Current portion of long-term debt

 

375

 

368

 

Total current liabilities

 

132,813

 

143,509

 

Deferred income taxes

 

14,063

 

13,199

 

Long-term debt

 

268,098

 

826

 

Other liabilities

 

1,652

 

6,403

 

Total liabilities

 

416,626

 

163,937

 

 

 

 

 

 

 

Total stockholders’ equity

 

665,016

 

594,595

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,081,642

 

$

758,532

 

 



 

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 March 31, 2017

 

GAAP

 

Share-based
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

94,386

 

 

 

 

 

 

 

$

94,386

 

Gross profit

 

34,200

 

657

 

 

 

89

 

34,946

 

Gross margin

 

36.2

%

 

 

 

 

 

 

37.0

%

Research and development

 

14,989

 

(429

)

 

 

 

 

14,560

 

Selling, general, and administrative and Other

 

20,388

 

(3,100

)

 

 

(1,361

)

15,927

 

Net income (loss)

 

1,095

 

4,186

 

2,867

 

(4,504

)

3,644

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.03

 

 

 

 

 

 

 

$

0.09

 

Diluted

 

0.03

 

 

 

 

 

 

 

0.09

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

39,619

 

 

 

 

 

 

 

39,619

 

Diluted

 

40,140

 

 

 

 

 

 

 

40,140

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

 

Three months ended March 31, 2017

 

 

 

Asset impairment

 

463

 

Restructuring

 

1,338

 

Acquisition related

 

1,361

 

Accelerated depreciation

 

89

 

Non-cash interest expense

 

2,185

 

Non-GAAP tax adjustment *

 

(9,940

)

Total Other

 

(4,504

)

 


* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments. Also included in the non-GAAP tax adjustment is the exclusion of a $4.9 million tax benefit associated with the Convertible Senior Notes, as well as a $4.9 million tax benefit associated with the reversal of a reserve for an uncertain tax position.

 

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 to Non-GAAP Financial Data

(in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

Non-GAAP Adjustments

 

 

 

Three months ended March 31, 2016

 

GAAP

 

Share-based
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

78,011

 

 

 

 

 

 

 

$

78,011

 

Gross profit

 

31,956

 

546

 

 

 

 

 

32,502

 

Gross margin

 

41.0

%

 

 

 

 

 

 

41.7

%

Research and development

 

22,110

 

(1,099

)

 

 

 

 

21,011

 

Selling, general, and administrative and Other

 

19,768

 

(2,743

)

 

 

(63

)

16,962

 

Net income (loss)

 

(15,533

)

4,388

 

5,251

 

163

 

(5,731

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.40

)

 

 

 

 

 

 

$

(0.15

)

Diluted

 

(0.40

)

 

 

 

 

 

 

(0.15

)

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

39,113

 

 

 

 

 

 

 

39,113

 

Diluted

 

39,113

 

 

 

 

 

 

 

39,113

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

 

Three months ended March 31, 2016

 

 

 

Restructuring

 

100

 

Acquisition Related

 

63

 

Total Other

 

163

 

 

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 March 31,

 

 

 

2017

 

2016

 

GAAP Net income (loss)

 

$

1,095

 

$

(15,533

)

Share-based compensation

 

4,186

 

4,388

 

Amortization

 

2,867

 

5,251

 

Asset impairment

 

463

 

 

Restructuring

 

1,338

 

100

 

Acquisition related

 

1,361

 

63

 

Accelerated depreciation

 

89

 

 

Interest expense (income), net

 

3,342

 

(268

)

Depreciation

 

2,843

 

3,341

 

Income tax expense (benefit)

 

(10,282

)

528

 

Adjusted EBITDA

 

$

7,302

 

$

(2,130

)

 

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)

(unaudited)

 

 

 

 

 

 

 

 

 

Non-GAAP Adjustments

 

 

 

 

 

 

 

Guidance for the three months ended June 30, 2017

 

GAAP

 

Share-based
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

85

 

-

 

$

100

 

 

 

 

 

 

 

$

85

 

-

 

$

100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

32

 

-

 

39

 

1

 

 

 

33

 

-

 

40

 

Gross margin

 

37

%

-

 

39

%

 

 

 

 

 

 

38

%

-

 

40

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(5

)

-

 

$

1

 

4

 

3

 

(4

)

$

(2

)

-

 

$

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per diluted common share

 

$

(0.14

)

-

 

$

0.02

 

 

 

 

 

 

 

$

(0.05

)

-

 

$

0.09

 

Weighted average number of shares

 

39

 

 

 

40

 

 

 

 

 

 

 

39

 

 

 

40

 

 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA

(in millions)

(unaudited)

 

 

Guidance for the three months ended June 30, 2017

 

 

 

 

 

 

 

GAAP Net income (loss)

 

$

(5

)

-

 

$

1

 

Share-based compensation

 

4

 

-

 

4

 

Amortization

 

3

 

-

 

3

 

Restructuring

 

2

 

-

 

2

 

Acquisition related

 

2

 

-

 

2

 

Interest expense, net

 

4

 

-

 

4

 

Depreciation

 

3

 

-

 

3

 

Income tax expense (benefit)

 

(9

)

-

 

(9

)

Adjusted EBITDA

 

$

4

 

-

 

$

10

 

 

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.