Veeco Reports Fourth Quarter and Fiscal Year 2021 Financial Results


Fourth Quarter 2021 Highlights:

  • Revenues of $153.0 million, compared with $138.9 million in the same period last year
  • GAAP net income of $8.2 million, or $0.15 per diluted share, compared with a net loss of $0.1 million, or $(0.00) per diluted share in the same period last year
  • Non-GAAP net income of $22.6 million, or $0.43 per diluted share, compared with $15.0 million, or $0.30 per diluted share in the same period last year

Full Year 2021 Highlights:

  • Revenues of $583.3 million, compared with $454.2 million last year
  • GAAP net income of $26.0 million, or $0.49 per diluted share, compared with a net loss of $8.4 million, or $(0.17) per diluted share last year
  • Non-GAAP net income of $73.6 million, or $1.43 per diluted share, compared with $42.3 million, or $0.86 per diluted share last year

PLAINVIEW, N.Y., Feb. 16, 2022 (GLOBE NEWSWIRE) -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2021. 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 '21 Q4 '20 2021 2020 
Revenue $153.0 $138.9  $583.3 $454.2 
Net income (loss) $8.2 $(0.1) $26.0 $(8.4)
Diluted earnings (loss) per share $0.15 $(0.00) $0.49 $(0.17)


               
  4th Quarter Full Year
Non-GAAP Results Q4 '21 Q4 '20 2021 2020
Operating income $24.9 $17.6  $86.6 $52.5 
Net income $22.6 $15.0  $73.6 $42.3 
Diluted earnings per share $0.43 $0.30  $1.43 $0.86 
               

“I am proud of our many accomplishments in 2021,” commented Bill Miller, Veeco’s Chief Executive Officer. “We successfully advanced our product innovation and penetrated new customers, enhanced our service capabilities, increased our manufacturing capacity, improved our capital structure, solidified our governance and commitment to corporate responsibility, and strengthened the Veeco United culture. In September, we announced long-term financial targets and made immediate progress toward those targets with significant revenue and EPS growth in 2021.”

“We had solid results in the fourth quarter with revenue and EPS exceeding the midpoint of our guidance,” continued Mr. Miller. “Demand in our semiconductor and compound semiconductor markets is exceptionally strong and we exited 2021 with order momentum, increased backlog and exciting opportunities that will support our growth strategy.”

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2022:

  • Revenue is expected in the range of $145 million to $165 million
  • GAAP diluted earnings per share are expected in the range of $0.15 to $0.32
  • Non-GAAP diluted earnings per share are expected in the range of $0.28 to $0.44

The above issued guidance takes into account the impact of the adoption of ASU 2020-06, effective January 1, 2022, which includes the reduction of non-cash interest expense for GAAP purposes, and the calculation of diluted earnings per share using the if-converted method for both GAAP and non-GAAP purposes. 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 16, 2022 starting at 5:00pm ET. To join the call, dial 1-888-220-8451 (toll free) or 1-646-828-8193 and use passcode 9212833. 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 that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our proven ion beam, laser annealing, lithography, MOCVD, and single wafer etch & clean technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco’s systems and service offerings, visit www.veeco.com.

Forward-looking Statements

This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, the impact of the COVID-19 pandemic, our ongoing transformation initiative and the effects thereof on our operations and financial results; and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; the effects of regional or global health epidemics, including the effects of the COVID-19 pandemic on the Company’s operations and on those of our customers and suppliers; global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; our ability to obtain and protect intellectual property rights in key technologies; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this press release or, in the case of any document referenced herein or incorporated by reference, the date of that document. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

-financial tables attached-

    
Veeco Contacts:    
    
Investors: Anthony Bencivenga(516) 252-1438 abencivenga@veeco.com  
Media:Kevin Long(516) 714-3978    klong@veeco.com  
    

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,
     2021     2020     2021     2020 
Net sales $152,972  $138,946  $583,277  $454,163 
Cost of sales  88,949   82,101   341,003   259,863 
Gross profit  64,023   56,845   242,274   194,300 
Operating expenses, net:            
Research and development  22,283   21,417   88,680   78,994 
Selling, general, and administrative  21,211   20,710   84,536   76,251 
Amortization of intangible assets  2,974   3,831   12,280   15,333 
Restructuring           1,097 
Asset impairment           281 
Other operating expense (income), net  (71)  281   68   (221)
Total operating expenses, net  46,397   46,239   185,564   171,735 
Operating income (loss)  17,626   10,606   56,710   22,565 
Interest expense, net  (5,799)  (6,516)  (26,020)  (23,188)
Other income (expense), net  (5,010)  (4,794)  (5,010)  (7,841)
Income (loss) before income taxes  6,817   (704)  25,680   (8,464)
Income tax expense (benefit)  (1,387)  (602)  (358)  (73)
Net income (loss) $8,204  $(102) $26,038  $(8,391)
             
Income (loss) per common share:            
Basic $0.17  $(0.00) $0.53  $(0.17)
Diluted $0.15  $(0.00) $0.49  $(0.17)
             
Weighted average number of shares:            
Basic  49,187   48,340   49,073   48,362 
Diluted  54,931   48,340   53,643   48,362 
                 

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(in thousands)

       
  December 31,  December 31,
     2021    2020
  (unaudited)   
Assets      
Current assets:      
Cash and cash equivalents $119,747 $129,625
Restricted cash  725  658
Short-term investments  104,181  189,771
Accounts receivable, net  109,609  79,991
Contract assets  18,293  21,246
Inventories  170,858  145,906
Deferred cost of sales  346  433
Prepaid expenses and other current assets  25,628  19,301
Total current assets  549,387  586,931
Property, plant and equipment, net  99,743  65,271
Operating lease right-of-use assets  28,813  10,275
Intangible assets, net  33,905  46,185
Goodwill  181,943  181,943
Deferred income taxes  1,639  1,440
Other assets  3,546  6,019
Total assets $898,976 $898,064
       
Liabilities and stockholders’ equity      
Current liabilities:      
Accounts payable $44,456 $33,656
Accrued expenses and other current liabilities  79,752  44,876
Customer deposits and deferred revenue  63,136  67,235
Income taxes payable  1,860  914
Total current liabilities  189,204  146,681
Deferred income taxes  4,792  5,240
Long-term debt  229,438  321,115
Long-term operating lease liabilities  32,834  6,305
Other liabilities  5,080  10,349
Total liabilities  461,348  489,690
       
Total stockholders’ equity  437,628  408,374
Total liabilities and stockholders’ equity $898,976 $898,064
       

Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data
(in thousands, except per share amounts)
(unaudited)

              
     Non-GAAP Adjustments    
     Share-Based        
Three months ended December 31, 2021    GAAP    Compensation    Amortization    Other    Non-GAAP 
Net sales $152,972       $152,972 
Gross profit  64,023 608    235   64,866 
Gross margin  41.9%       42.4%
Operating expenses  46,397 (2,906) (2,974) (537)  39,980 
Operating income (loss)  17,626 3,514  2,974  772 ^ 24,886 
Net income (loss)  8,204 3,514  2,974  7,950 ^ 22,642 
              
Income (loss) per common share:             
Basic $0.17       $0.46 
Diluted  0.15        0.43 
Weighted average number of shares:             
Basic  49,187        49,187 
Diluted (1)  54,931        52,761 

 

____________
^- See table below for additional details.
  
(1)- The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, no incremental shares are added to the dilutive share count in periods in which the average stock price per share is below $18.46. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, incremental shares are added to the dilutive share count in periods in which the average stock price per share is above $13.98, and the Company is in a net income position. The average stock price for the three months ended December 31, 2021 was $25.53, and therefore 1.9 million shares were included in the non-GAAP diluted share count, and 4.0 million shares were included in the GAAP diluted share count related to the 2027 Notes.
  

Veeco Instruments Inc. and Subsidiaries
Other Non-GAAP Adjustments
(in thousands)
(unaudited)

   
Three months ended December 31, 2021     
Transition expenses related to San Jose expansion project$698 
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 74 
Subtotal 772 
Non-cash interest expense 3,057 
Other (income) expense, net 5,010 
Non-GAAP tax adjustment * (889)
Total Other$7,950 

 

____________
*- 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 certain integration costs.

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.


Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data
(in thousands, except per share amounts)
(unaudited)

              
     Non-GAAP Adjustments    
     Share-based       
Three months ended December 31, 2020     GAAP    Compensation    Amortization    Other    Non-GAAP 
Net sales $138,946        $138,946 
Gross profit  56,845  486    20   57,351 
Gross margin  40.9 %       41.3%
Operating expenses  46,239  (2,656) (3,831) (41)  39,711 
Operating income (loss)  10,606  3,142  3,831  61 ^ 17,640 
Net income (loss)  (102) 3,142  3,831  8,085 ^ 14,956 
              
Income (loss) per common share:             
Basic $(0.00)       $0.31 
Diluted  (0.00)        0.30 
Weighted average number of shares:             
Basic  48,340         48,340 
Diluted  48,340         49,663 

 

____________
^- See table below for additional details.
  

Veeco Instruments Inc. and Subsidiaries
Other Non-GAAP Adjustments
(in thousands)
(unaudited)

   
Three months ended December 31, 2020  
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting$61 
Subtotal 61 
Non-cash interest expense 3,511 
Other (income) expense, net 4,794 
Non-GAAP tax adjustment * (281)
Total Other$8,085 

 

____________
*- 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 certain integration costs.

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.


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, 2021 December 31, 2020
GAAP Net income (loss) $8,204  $(102)
Share-based compensation  3,514   3,142 
Amortization  2,974   3,831 
Transition expenses related to San Jose expansion project  698    
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting  74   61 
Interest (income) expense, net  5,799   6,516 
Other (income) expense, net  5,010   4,794 
Income tax expense (benefit)  (1,387)  (602)
Non-GAAP Operating income (loss) $24,886  $17,640 
         

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 certain integration costs.

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.


Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data
(in thousands, except per share amounts)
(unaudited)

              
     Non-GAAP Adjustments    
     Share-based       
For the year ended December 31, 2021     GAAP    Compensation    Amortization    Other    Non-GAAP 
Net sales $583,277       $583,277 
Gross profit  242,274 2,373    448   245,095 
Gross margin  41.5%       42.0%
Operating expenses  185,564 (12,876) (12,280) (1,918)  158,490 
Operating income (loss)  56,710 15,249  12,280  2,366 ^ 86,605 
Net income (loss)  26,038 15,249  12,280  20,082 ^ 73,649 
              
Income (loss) per common share:             
Basic $0.53       $1.50 
Diluted  0.49        1.43 
Weighted average number of shares:             
Basic  49,073        49,073 
Diluted  53,643        51,472 


____________
^- See table below for additional details.
  
(1)- The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, no incremental shares are added to the dilutive share count in periods in which the average stock price per share is below $18.46. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, incremental shares are added to the dilutive share count in periods in which the average stock price per share is above $13.98, and the Company is in a net income position. The average stock price for the fiscal year ended December 31, 2021 was $22.89, and therefore 1.3 million shares were included in the non-GAAP diluted share count, and 3.5 million shares were included in the GAAP diluted share count related to the 2027 Notes.
  

Veeco Instruments Inc. and Subsidiaries
Other Non-GAAP Adjustments
(in thousands)
(unaudited)

   
For the year ended December 31, 2021     
Transition expenses related to San Jose expansion project 2,021 
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 345 
Subtotal 2,366 
Non-cash interest expense 13,819 
Other (income) expense, net 5,010 
Non-GAAP tax adjustment * (1,113)
Total Other$20,082 
    

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 certain integration costs.

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.


Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data
(in thousands, except per share amounts)
(unaudited)

               
      Non-GAAP Adjustments    
      Share-based       
For the year ended December 31, 2020      GAAP    Compensation    Amortization    Other    Non-GAAP 
Net sales $ 454,163        $454,163 
Gross profit   194,300  1,870    348   196,518 
Gross margin   42.8 %       43.3%
Operating expenses   171,735  (10,833) (15,333) (1,530)  144,039 
Operating income (loss)   22,565  12,703  15,333  1,878 ^ 52,479 
Net income (loss)   (8,391) 12,703  15,333  22,684 ^ 42,329 
               
Income (loss) per common share:              
Basic $ (0.17)       $0.88 
Diluted   (0.17)        0.86 
Weighted average number of shares:              
Basic   48,362         48,362 
Diluted   48,362         49,309 

 

____________
^- See table below for additional details.
  

   

Veeco Instruments Inc. and Subsidiaries
Other Non-GAAP Adjustments
(in thousands)
(unaudited)

   
For the year ended December 31, 2020  
Restructuring$1,097 
Asset impairment 281 
Release of inventory fair value step-up associated with the Ultratech purchase accounting 273 
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 227 
Subtotal 1,878 
Non-cash interest expense 13,792 
Other (income) expense, net 7,841 
Non-GAAP tax adjustment * (827)
Total Other$22,684 
    

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 certain integration costs.

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.


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, 2021 December 31, 2020
GAAP Net income (loss) $26,038  $(8,391)
Share-based compensation  15,249   12,703 
Amortization  12,280   15,333 
Transition expenses related to San Jose expansion project  2,021    
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting  345   227 
Restructuring     1,097 
Asset impairment     281 
Release of inventory fair value step-up associated with the Ultratech purchase accounting     273 
Interest (income) expense, net  26,020   23,188 
Other (income) expense, net  5,010   7,841 
Income tax expense (benefit)  (358)  (73)
Non-GAAP Operating income (loss) $86,605  $52,479 
         

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 certain integration costs.

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.


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         Share-based             
March 31, 2022 GAAP Compensation Amortization    Other     Non-GAAP
Net sales $145  - $165        $145  - $165 
Gross profit  58  -  71  1    1   60  -  73 
Gross margin  41% -  43%        42% -  44%
Operating expenses  48  -  50  (3) (3) (1)  42  -  44 
Operating income (loss)  10  -  21  4  3  1   18  -  29 
Net income (loss) $7  - $18  4  3  1  $15  - $26 
                       
Income (loss) per diluted common share $0.15  - $0.32        $0.28  - $0.44 
                           

Veeco Instruments Inc. and Subsidiaries
Income (Loss) per Diluted Common Share
(in millions, except per share amounts)
(unaudited)

                  
Guidance for the three months ending March 31, 2022 GAAP Non-GAAP 
Net income $7 - $18 $15 - $26 
Add: Interest on Convertible Senior Notes  2    3  2    2 
Net income available to common shareholders $9 - $21 $17 - $28 
                  
Basic weighted average common shares  49    49  49    49 
Add: Dilutive effect of share-based awards  2    2  2    2 
Add: Dilutive effect of 2023 Convertible Senior Notes             
Add: Dilutive effect of 2025 Convertible Senior Notes      6  6    6 
Add: Dilutive effect of 2027 Convertible Senior Notes (1)  9    9  7    7 
Diluted weighted average common shares  60    66  64    64 
                  
Income (loss) per diluted common share $0.15 - $0.32 $0.28 - $0.44 


____________
(1)- The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count
  

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, 2022                 
GAAP Net income (loss) $7 - $18
Share-based compensation  4 -  4
Amortization  3 -  3
Interest expense, net  3 -  3
Other  1 -  1
Non-GAAP Operating income (loss) $18 - $29

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 certain integration costs.

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.