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EX-99.2 - EX-99.2 - VEECO INSTRUMENTS INCa18-5834_1ex99d2.htm
8-K - 8-K - VEECO INSTRUMENTS INCa18-5834_18k.htm

Exhibit 99.1

 

NEWS

 

 

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2017 FINANCIAL RESULTS

 

Fourth Quarter 2017 Highlights:

 

·                  Revenues of $143.4 million, compared with $93.6 million in the same period last year

·                  GAAP net loss of $5.6 million, or $0.12 loss per share

·                  Non-GAAP net income of $9.1 million, or $0.19 per diluted share

 

Full Year 2017 Highlights:

 

·                  Revenues of $484.8 million

·                  GAAP net loss of $44.8 million, or $1.01 loss per share

·                  Non-GAAP net income of $23.4 million, or $0.53 per diluted share

 

Plainview, N.Y., February 12, 2018 — Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 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

 

 

 

4th Quarter

 

Full Year

 

GAAP Results

 

Q4 ‘17

 

Q4 ‘16

 

2017

 

2016

 

Revenue

 

$

143.4

 

$

93.6

 

$

484.8

 

$

332.5

 

Net income (loss)

 

$

(5.6

)

$

(5.0

)

$

(44.8

)

$

(122.2

)

Diluted earnings (loss) per share

 

$

(0.12

)

$

(0.13

)

$

(1.01

)

$

(3.11

)

 

 

 

4th Quarter

 

Full Year

 

Non-GAAP Results

 

Q4 ‘17

 

Q4 ‘16

 

2017

 

2016

 

Net income (loss)

 

$

9.1

 

$

3.8

 

$

23.4

 

$

(11.3

)

Operating income (loss)

 

$

10.5

 

$

3.3

 

$

31.3

 

$

(8.5

)

Diluted earnings (loss) per share

 

$

0.19

 

$

0.09

 

$

0.53

 

$

(0.29

)

 

“2017 was a transformational year for Veeco.  We diversified our revenue base through the acquisition of Ultratech, completed a major manufacturing consolidation, and ended the year with strong bookings and historically high backlog,” commented John R. Peeler, Chairman and Chief Executive Officer.  “Sales growth in the fourth quarter was driven primarily by shipment of our MOCVD and Laser Anneal systems, and we announced a large multi tool order for our EPIK® 868 from Focus Lightings for the production of high-volume light emitting diodes (LEDs).”

 

“Entering 2018, we expect to grow in all of our target  markets, and we are seeing particularly healthy demand  in  Advanced Packaging, MEMS and RF Filter and Front-End Semiconductor markets,” continued Mr. Peeler.

 

“Lastly, as we announced on February 8, 2018, I am pleased to report that we have reached a mutually agreed settlement of the pending patent disputes with AMEC and SGL Carbon, and all legal actions related to this matter will be dismissed or withdrawn. We are back to normal operations in our MOCVD business,” concluded Mr. Peeler.

 



 

Guidance and Outlook

 

The following guidance is provided for Veeco’s first quarter 2018:

 

·                  Revenue is expected in the range of $140 million to $165 million

·                  Non-GAAP operating income is expected in the range of $2 million to $10 million

·                  GAAP earnings (loss) per share are expected in the range of ($0.50) to ($0.32)

·                  Non-GAAP earnings (loss) per share are expected in the range of ($0.04) to $0.14

 

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, February 12, 2018 starting at 5:00pm ET. To join the call, dial 1-800-239-9839 (toll free) or 1-323-794-2551 and use passcode 3939388. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco’s 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 (NASDAQ: VECO) is a leading manufacturer of innovative semiconductor process equipment. Our proven MOCVD, lithography, laser annealing, ion beam and single wafer etch & clean technologies play an integral role in producing LEDs for solid-state lighting and displays, and in the fabrication of advanced semiconductor devices. With equipment designed to maximize performance, yield and cost of ownership, Veeco holds technology leadership positions in all these served markets. To learn more about Veeco’s innovative equipment and services, visit www.veeco.com.

 

Forward-looking Statements

 

To the extent that this news release discusses expectations or otherwise makes statements about the future, 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 Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2016 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

 

-financial tables attached-

 

Veeco Contacts:

 

 

 

Investors:

Media:

Anthony Bencivenga 516-677-0200 x1272

David Pinto 408-325-6157

abencivenga@veeco.com

dpinto@veeco.com

 

2



 

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

 

 

Three months ended December 31,

 

Year ended December 31,

 

 

 

2017

 

2016

 

2017

 

2016

 

Net sales

 

$

143,432

 

$

93,609

 

$

484,756

 

$

332,451

 

Cost of sales

 

85,095

 

57,601

 

300,438

 

199,593

 

Gross profit

 

58,337

 

36,008

 

184,318

 

132,858

 

Operating expenses, net:

 

 

 

 

 

 

 

 

 

Research and development

 

24,318

 

17,471

 

81,987

 

81,016

 

Selling, general, and administrative

 

28,675

 

19,412

 

100,250

 

77,642

 

Amortization of intangible assets

 

13,753

 

3,434

 

35,475

 

19,219

 

Restructuring

 

2,246

 

1,646

 

11,851

 

5,640

 

Acquisition costs

 

1,510

 

 

17,786

 

 

Asset impairment

 

 

(142

)

1,139

 

69,520

 

Other, net

 

(165

)

(660

)

(392

)

223

 

Total operating expenses, net

 

70,337

 

41,161

 

248,096

 

253,260

 

Operating income (loss)

 

(12,000

)

(5,153

)

(63,778

)

(120,402

)

Interest income (expense), net

 

(4,753

)

245

 

(17,122

)

958

 

Income (loss) before income taxes

 

(16,753

)

(4,908

)

(80,900

)

(119,444

)

Income tax expense (benefit)

 

(11,137

)

90

 

(36,107

)

2,766

 

Net income (loss)

 

$

(5,616

)

$

(4,998

)

$

(44,793

)

$

(122,210

)

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.12

)

$

(0.13

)

$

(1.01

)

$

(3.11

)

Diluted

 

$

(0.12

)

$

(0.13

)

$

(1.01

)

$

(3.11

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

Basic

 

47,037

 

39,267

 

44,174

 

39,340

 

Diluted

 

47,037

 

39,267

 

44,174

 

39,340

 

 

3



 

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2017

 

2016

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

279,736

 

$

277,444

 

Restricted cash

 

847

 

 

Short-term investments

 

47,780

 

66,787

 

Accounts receivable, net

 

98,866

 

58,020

 

Inventories

 

120,266

 

77,063

 

Deferred cost of sales

 

16,060

 

6,160

 

Prepaid expenses and other current assets

 

33,437

 

16,034

 

Total current assets

 

596,992

 

501,508

 

Property, plant and equipment, net

 

85,058

 

60,646

 

Intangible assets, net

 

369,843

 

58,378

 

Goodwill

 

307,131

 

114,908

 

Deferred income taxes

 

2,953

 

2,045

 

Other assets

 

25,310

 

21,047

 

Total assets

 

$

1,387,287

 

$

758,532

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

50,318

 

$

22,607

 

Accrued expenses and other current liabilities

 

60,339

 

33,201

 

Customer deposits and deferred revenue

 

108,953

 

85,022

 

Income taxes payable

 

3,846

 

2,311

 

Current portion of long-term debt

 

 

368

 

Total current liabilities

 

223,456

 

143,509

 

Deferred income taxes

 

36,845

 

13,199

 

Long-term debt

 

275,630

 

826

 

Other liabilities

 

10,643

 

6,403

 

Total liabilities

 

546,574

 

163,937

 

 

 

 

 

 

 

Total stockholders’ equity

 

840,713

 

594,595

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

1,387,287

 

$

758,532

 

 

4



 

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, 2017

 

GAAP

 

Share-Based 
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

143,432

 

 

 

 

 

 

 

$

143,432

 

Gross profit

 

58,337

 

607

 

 

 

537

 

59,481

 

Gross margin

 

40.7

%

 

 

 

 

 

 

41.5

%

Research and development

 

24,318

 

(971

)

 

 

 

 

23,347

 

Selling, general, and administrative and Other

 

28,510

 

(2,668

)

 

 

(196

)

25,646

 

Net income (loss)

 

(5,616

)

4,420

 

13,753

 

(3,460

)

9,097

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.12

)

 

 

 

 

 

 

$

0.19

 

Diluted

 

(0.12

)

 

 

 

 

 

 

0.19

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

47,037

 

 

 

 

 

 

 

47,109

 

Diluted

 

47,037

 

 

 

 

 

 

 

47,208

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

 

Three months ended December 31, 2017

 

 

 

Restructuring

 

2,073

 

Acquisition related

 

1,510

 

Release of inventory fair value step-up associated with the Ultratech purchase accounting

 

440

 

Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting

 

293

 

Non-cash interest expense

 

2,805

 

Non-GAAP tax adjustment *

 

(10,581

)

Total Other

 

(3,460

)

 


* - The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments, as well as the exclusion of certain tax benefits attributed to the change in U.S. tax laws.

 

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 Non-GAAP Operating Income (loss), 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.

 

5



 

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, 2016

 

GAAP

 

Share-based 
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

93,609

 

 

 

 

 

 

 

$

93,609

 

Gross profit

 

36,008

 

316

 

 

 

362

 

36,686

 

Gross margin

 

38.5

%

 

 

 

 

 

 

39.2

%

Research and development

 

17,471

 

(292

)

 

 

 

 

17,179

 

Selling, general, and administrative and Other

 

18,752

 

(2,971

)

 

 

(44

)

15,737

 

Net income (loss)

 

(4,998

)

3,579

 

3,434

 

1,740

 

3,755

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.13

)

 

 

 

 

 

 

$

0.09

 

Diluted

 

(0.13

)

 

 

 

 

 

 

0.09

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

39,267

 

 

 

 

 

 

 

39,579

 

Diluted

 

39,267

 

 

 

 

 

 

 

39,990

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

 

Three months ended December 31, 2016

 

 

 

Restructuring

 

1,646

 

Acquisition related

 

44

 

Asset impairment

 

(142

)

Accelerated depreciation

 

362

 

Reclassification of cumulative translation gain from subsidiary liquidation

 

(429

)

Non-GAAP tax adjustment *

 

259

 

Total Other

 

1,740

 

 


* - 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 Non-GAAP Operating Income (loss), 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.

 

6



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (loss)

(in thousands)

(unaudited)

 

 

 

Three months ended

 

Three months ended

 

 

 

December 31, 2017

 

December 31, 2016

 

GAAP Net income (loss)

 

$

(5,616

)

$

(4,998

)

Share-based compensation

 

4,420

 

3,579

 

Amortization

 

13,753

 

3,434

 

Restructuring

 

2,073

 

1,646

 

Acquisition related

 

1,510

 

44

 

Release of inventory fair value step-up associated with the Ultratech purchase accounting

 

440

 

 

Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting

 

293

 

 

Asset impairment

 

 

(142

)

Accelerated depreciation

 

 

362

 

Reclassification of cumulative translation gain from subsidiary liquidation

 

 

(429

)

Interest (income) expense

 

4,753

 

(245

)

Income tax expense (benefit)

 

(11,137

)

90

 

Non-GAAP Operating Income (loss)

 

$

10,489

 

$

3,341

 

 

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 Non-GAAP Operating Income (loss), 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.

 

7



 

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, 2017

 

GAAP

 

Share-Based
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

484,756

 

 

 

 

 

 

 

$

484,756

 

Gross profit

 

184,318

 

2,505

 

 

 

10,075

 

196,898

 

Gross margin

 

38.0

%

 

 

 

 

 

 

40.6

%

Research and development

 

81,987

 

(2,957

)

 

 

 

 

79,030

 

Selling, general, and administrative and Other

 

99,858

 

(12,851

)

 

 

(466

)

86,541

 

Net income (loss)

 

(44,793

)

24,396

 

35,475

 

8,368

 

23,446

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(1.01

)

 

 

 

 

 

 

$

0.53

 

Diluted

 

(1.01

)

 

 

 

 

 

 

0.53

 

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

44,174

 

 

 

 

 

 

 

44,247

 

Diluted

 

44,174

 

 

 

 

 

 

 

44,486

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

 

For the year ended December 31, 2017

 

 

 

Restructuring

 

9,971

 

Acquisition related

 

13,583

 

Release of inventory fair value step-up associated with the Ultratech purchase accounting

 

9,664

 

Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting

 

695

 

Asset impairment

 

1,139

 

Accelerated depreciation

 

180

 

Non-cash interest expense

 

10,446

 

Non-GAAP tax adjustment *

 

(37,310

)

Total Other

 

8,368

 

 


* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments, as well as the exclusion of certain tax benefits attributed to the change in U.S. tax laws and the release of FIN48 reserves.

 

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 Non-GAAP Operating Income (loss), 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.

 

8



 

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, 2016

 

GAAP

 

Share-Based
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

332,451

 

 

 

 

 

 

 

$

332,451

 

Gross profit

 

132,858

 

1,956

 

 

 

716

 

135,530

 

Gross margin

 

40.0

%

 

 

 

 

 

 

40.8

%

Research and development

 

81,016

 

(3,324

)

 

 

 

 

77,692

 

Selling, general, and administrative and Other

 

77,866

 

(10,433

)

 

 

(1,537

)

65,896

 

Net income (loss)

 

(122,210

)

15,713

 

19,219

 

75,954

 

(11,324

)

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(3.11

)

 

 

 

 

 

 

$

(0.29

)

Diluted

 

(3.11

)

 

 

 

 

 

 

(0.29

)

Weighted average number of shares:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

39,340

 

 

 

 

 

 

 

39,340

 

Diluted

 

39,340

 

 

 

 

 

 

 

39,340

 

 

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

 

For the year ended December 31, 2016

 

 

 

Restructuring

 

5,640

 

Acquisition related

 

232

 

Asset impairment

 

69,520

 

Accelerated depreciation

 

716

 

Pension termination

 

1,305

 

Reclassification of cumulative translation gain from subsidiary liquidation

 

(429

)

Non-GAAP tax adjustment *

 

(1,030

)

Total Other

 

75,954

 

 


* - 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 Non-GAAP Operating Income (loss), 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.

 

9



 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (loss)

(in thousands)

(unaudited)

 

 

 

Year ended

 

Year ended

 

 

 

December 31, 2017

 

December 31, 2016

 

GAAP Net income (loss)

 

$

(44,793

)

$

(122,210

)

Share-based compensation

 

24,396

 

15,713

 

Amortization

 

35,475

 

19,219

 

Restructuring

 

9,971

 

5,640

 

Acquisition related

 

13,583

 

232

 

Release of inventory fair value step-up associated with the Ultratech purchase accounting

 

9,664

 

 

Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting

 

695

 

 

Asset impairment

 

1,139

 

69,520

 

Accelerated depreciation

 

180

 

716

 

Pension termination

 

 

1,305

 

Reclassification of cumulative translation gain from subsidiary liquidation

 

 

(429

)

Interest (income) expense

 

17,122

 

(958

)

Income tax expense (benefit)

 

(36,107

)

2,766

 

Non-GAAP Operating Income (loss)

 

$

31,325

 

$

(8,486

)

 

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 Non-GAAP Operating Income (loss), 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.

 

10



 

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 ending March 31, 2018

 

GAAP

 

Share-based
Compensation

 

Amortization

 

Other

 

Non-GAAP

 

Net sales

 

$

140

 

-

 

$

165

 

 

 

 

 

 

 

$

140

 

-

 

$

165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

47

 

-

 

58

 

1

 

 

 

48

 

-

 

59

 

Gross margin

 

33

%

-

 

35

%

 

 

 

 

 

 

34

%

-

 

36

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(23

)

-

 

$

(15

)

4

 

13

 

4

 

$

(2

)

-

 

$

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per diluted common share

 

$

(0.50

)

-

 

$

(0.32

)

 

 

 

 

 

 

$

(0.04

)

-

 

$

0.14

 

 Weighted average number of shares

 

47

 

 

 

47

 

 

 

 

 

 

 

47

 

 

 

47

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (Loss)

(in millions)

(unaudited)

 

Guidance for the three months ending March 31, 2018

 

 

 

 

 

 

 

GAAP Net income (loss)

 

$

(23

)

-

 

$

(15

)

Share-based compensation

 

4

 

-

 

4

 

Amortization

 

13

 

-

 

13

 

Restructuring

 

1

 

-

 

1

 

Acquisition related

 

1

 

-

 

1

 

Interest expense, net

 

5

 

-

 

5

 

Income tax expense (benefit)

 

1

 

-

 

1

 

Non-GAAP Operating Income

 

$

2

 

-

 

$

10

 

 

Note: Amounts may not calculate precisely due to rounding.

 

These 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 Non-GAAP Operating Income (loss), 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.

 

11