EX-99.1 2 a16-4875_1ex99d1.htm EX-99.1

EXHIBIT 99.1

NEWS

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2015 FINANCIAL RESULTS

Fourth Quarter 2015 Highlights

· Revenues of $106.5 million, down 6% compared with the same period last year

· GAAP net loss per share of $0.25 and Non-GAAP earnings per share of $0.01

· Non-GAAP adjusted EBITDA of $4.4 million

Full Year 2015 Highlights

· Revenues of $477.0 million, an increase of 21% compared to 2014

· GAAP net loss per share of $0.80 and Non-GAAP earnings per share of $0.54

· Non-GAAP adjusted EBITDA of $41.7 million

Plainview, N.Y., February 22, 2016 — Veeco Instruments Inc. (Nasdaq: VECO) announced financial results for its fourth quarter and fiscal year ended December 31, 2015. 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

|  | 4 th Quarter |  | Full Year |
GAAP Results |  | Q4 ‘15 |  | Q4 ‘14 |  | 2015 |  | 2014 |
Revenue |  | $ | 106.5 |  | $ | 113.6 |  | $ | 477.0 |  | $ | 392.9 |
Net income (loss) |  | $ | (9.8 | ) | $ | (56.9 | ) | $ | (32.0 | ) | $ | (66.9 | )
Diluted earnings (loss) per share |  | $ | (0.25 | ) | $ | (1.44 | ) | $ | (0.80 | ) | $ | (1.70 | )

|  | 4 th Quarter |  | Full Year |
Non-GAAP Results |  | Q4 ‘15 |  | Q4 ‘14 |  | 2015 |  | 2014 |
Adjusted EBITDA |  | $ | 4.4 |  | $ | 8.3 |  | $ | 41.7 |  | $ | 2.6 |
Net income (loss) |  | $ | 0.6 |  | $ | 5.1 |  | $ | 22.1 |  | $ | (4.1 | )
Diluted earnings (loss) per share |  | $ | 0.01 |  | $ | 0.13 |  | $ | 0.54 |  | $ | (0.10 | )

“We ended 2015 on a positive note, delivering solid Q4 revenue and adjusted EBITDA and exceeding the high end of our guidance range for gross margin. Q4 bookings doubled sequentially to $107 million, bolstered by record-level orders for our Precision Surface Processing (“PSP”) products. PSP has enabled us to significantly expand our footprint in the RF and MEMS markets and also gain entry into the high growth Advanced Packaging space. With focus and execution, we exceeded our 2015 revenue plans for PSP which contributed to annual revenue growth of 21 percent for the company,” commented John R. Peeler, Chairman and Chief Executive Officer.

“Entering 2016, we continue to face a weak macro-economic environment and challenging LED industry conditions. As a result, we expect investments for Metal Organic Chemical Vapor Deposition (“MOCVD”) equipment will remain soft through the first half of this year. During this time, we continue to strengthen our product portfolio and recently introduced the TurboDisc® K475i TM MOCVD reactor to complement our industry leading EPIKTM 700 MOCVD product. We remain focused on positioning the Company for long term growth and are encouraged by our prospects,” Mr. Peeler concluded.

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2016:

· Revenue is expected to be in the range of $70 million to $80 million

· Adjusted EBITDA (loss) is expected to be in the range of ($9) million to ($5) million

· GAAP earnings (loss) per share are expected to be in the range of ($0.62) to ($0.52)

· Non-GAAP earnings (loss) per share are expected to be in the range of ($0.35) to ($0.25)

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 22, 2016 starting at 5:00pm ET. To join the call, dial 1-888-438-5491 (toll free) or 1-719-785-1765 and use passcode 4400150. 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.

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, 2014 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:
Shanye Hudson 516-677-0200 x1272 | Jeffrey Pina 516-677-0200 x1222
shudson@veeco.com | jpina@veeco.com

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

|  | Three months ended December 31, |  | For the year ended December 31, |
|  | 2015 |  | 2014 |  | 2015 |  | 2014 |
Net sales |  | $ | 106,543 |  | $ | 113,569 |  | $ | 477,038 |  | $ | 392,873 |
Cost of sales |  | 67,757 |  | 75,695 |  | 299,797 |  | 257,991 |
Gross profit |  | 38,786 |  | 37,874 |  | 177,241 |  | 134,882 |
Operating expenses, net: |  |  |  |  |  |  |  |  |
Selling, general, and administrative |  | 21,036 |  | 24,490 |  | 90,188 |  | 89,760 |
Research and development |  | 20,639 |  | 20,424 |  | 78,543 |  | 81,171 |
Amortization |  | 5,802 |  | 4,195 |  | 27,634 |  | 13,146 |
Restructuring |  | 1,170 |  | 884 |  | 4,679 |  | 4,394 |
Asset impairment |  | — |  | 55,306 |  | 126 |  | 58,170 |
Changes in contingent consideration |  | — |  | — |  | — |  | (29,368 | )
Other, net |  | 98 |  | (2,848 | ) | (697 | ) | (3,182 | )
Total operating expenses, net |  | 48,745 |  | 102,451 |  | 200,473 |  | 214,091 |
Operating income (loss) |  | (9,959 | ) | (64,577 | ) | (23,232 | ) | (79,209 | )
Interest income, net |  | 145 |  | 314 |  | 586 |  | 855 |
Income (loss) before income taxes |  | (9,814 | ) | (64,263 | ) | (22,646 | ) | (78,354 | )
Income tax expense (benefit) |  | (26 | ) | (7,351 | ) | 9,332 |  | (11,414 | )
Net income (loss) |  | $ | (9,788 | ) | $ | (56,912 | ) | $ | (31,978 | ) | $ | (66,940 | )
Income (loss) per common share: |  |  |  |  |  |  |  |  |
Basic |  | $ | (0.25 | ) | $ | (1.44 | ) | $ | (0.80 | ) | $ | (1.70 | )
Diluted |  | $ | (0.25 | ) | $ | (1.44 | ) | $ | (0.80 | ) | $ | (1.70 | )
Weighted average number of shares: |  |  |  |  |  |  |  |  |
Basic |  | 39,794 |  | 39,446 |  | 39,742 |  | 39,350 |
Diluted |  | 39,794 |  | 39,446 |  | 39,742 |  | 39,350 |

Veeco Instruments Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

|  | December 31, 2015 |  | December 31, 2014 |
Assets |  |  |  |  |
Current assets: |  |  |  |  |
Cash and cash equivalents |  | $ | 269,232 |  | $ | 270,811 |
Short-term investments |  | 116,050 |  | 120,572 |
Restricted cash |  | — |  | 539 |
Accounts receivable, net |  | 49,524 |  | 60,085 |
Inventories |  | 77,469 |  | 61,471 |
Deferred cost of sales |  | 2,100 |  | 5,076 |
Prepaid expenses and other current assets |  | 22,760 |  | 23,132 |
Assets held for sale |  | 5,000 |  | 6,000 |
Deferred income taxes |  | — |  | 7,976 |
Total current assets |  | 542,135 |  | 555,662 |
Property, plant and equipment, net |  | 79,590 |  | 78,752 |
Intangible assets, net |  | 131,674 |  | 159,308 |
Goodwill |  | 114,908 |  | 114,959 |
Deferred income taxes |  | 1,384 |  | 1,180 |
Other assets |  | 21,098 |  | 19,594 |
Total assets |  | $ | 890,789 |  | $ | 929,455 |
Liabilities and stockholders’ equity |  |  |  |  |
Current liabilities: |  |  |  |  |
Accounts payable |  | $ | 30,074 |  | $ | 18,111 |
Accrued expenses and other current liabilities |  | 49,393 |  | 48,418 |
Customer deposits and deferred revenue |  | 76,216 |  | 96,004 |
Income taxes payable |  | 6,208 |  | 5,441 |
Deferred income taxes |  | — |  | 120 |
Current portion of long-term debt |  | 340 |  | 314 |
Total current liabilities |  | 162,231 |  | 168,408 |
Deferred income taxes |  | 11,211 |  | 16,397 |
Long-term debt |  | 1,193 |  | 1,533 |
Other liabilities |  | 1,539 |  | 4,185 |
Total liabilities |  | 176,174 |  | 190,523 |
Total stockholders’ equity |  | 714,615 |  | 738,932 |
Total liabilities and stockholders’ equity |  | $ | 890,789 |  | $ | 929,455 |

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(In thousands, except per share data)

(Unaudited)

|  |  |  | Non-GAAP Adjustments |  |  |
Three months ended December 31, 2015 |  | GAAP |  | Share-based Compensation |  | Acquisition Related |  | Other |  | Non-GAAP |
Net sales |  | $ | 106,543 |  | $ | — |  | $ | — |  | $ | — |  | $ | 106,543 |
Cost of sales |  | 67,757 |  | (393 | ) | — |  | — |  | 67,364 |
Gross profit |  | 38,786 |  | 393 |  | — |  | — |  | 39,179 |
Gross margin |  | 36.4 | % |  |  |  |  |  |  | 36.8 | %
Operating expenses, net: |  |  |  |  |  |  |  |  |  |  |
Selling, general, and administrative |  | 21,036 |  | (2,277 | ) | (188 | ) | — |  | 18,571 |
Research and development |  | 20,639 |  | (1,292 | ) | — |  | — |  | 19,347 |
Amortization |  | 5,802 |  | — |  | (5,802 | ) | — |  | — |
Restructuring |  | 1,170 |  | — |  | — |  | (1,170 | ) | — |
Other, net |  | 98 |  | — |  | — |  | — |  | 98 |
Total operating expenses, net |  | 48,745 |  | (3,569 | ) | (5,990 | ) | (1,170 | ) | 38,016 |
Operating income (loss) |  | (9,959 | ) | 3,962 |  | 5,990 |  | 1,170 |  | 1,163 |
Interest income, net |  | 145 |  | — |  | — |  | — |  | 145 |
Income (loss) before income taxes |  | (9,814 | ) | 3,962 |  | 5,990 |  | 1,170 |  | 1,308 |
Income tax expense (benefit) |  | (26 | ) | — |  | — |  | 760 | (a) | 734 |
Net income (loss) |  | $ | (9,788 | ) | $ | 3,962 |  | $ | 5,990 |  | $ | 410 |  | $ | 574 |
Income (loss) per common share: |  |  |  |  |  |  |  |  |  |  |
Basic earnings per share |  | $ | (0.25 | ) |  |  |  |  |  |  | $ | 0.01 |
Diluted earnings per share |  | $ | (0.25 | ) |  |  |  |  |  |  | $ | 0.01 |
Weighted average number of shares: |  |  |  |  |  |  |  |  |  |  |
Basic shares |  | 39,794 |  |  |  |  |  |  |  | 40,644 |
Diluted shares |  | 39,794 |  |  |  |  |  |  |  | 40,731 |
Non-GAAP operating income |  |  |  |  |  |  |  |  |  | $ | 1,163 |
Depreciation |  |  |  |  |  |  |  |  |  | 3,282 |
Adjusted EBITDA |  |  |  |  |  |  |  |  |  | $ | 4,445 |

Note: Amounts may not calculate precisely due to rounding.

(a) Primarily due to a change in deferred tax liabilities related to the PSP acquisition.

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; nonrecurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

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 as 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 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 data)

(Unaudited)

|  |  |  | Non-GAAP Adjustments |  |  |
Three months ended December 31, 2014 |  | GAAP |  | Share-based Compensation |  | Acquisition Related |  | Other |  | Non-GAAP |
Net sales |  | $ | 113,569 |  | $ | — |  | $ | — |  | $ | — |  | $ | 113,569 |
Cost of sales |  | 75,695 |  | (657 | ) | (5,175 | )(a) | — |  | 69,863 |
Gross profit |  | 37,874 |  | 657 |  | 5,175 |  | — |  | 43,706 |
Gross margin |  | 33.3 | % |  |  |  |  |  |  | 38.5 | %
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Selling, general, and administrative |  | 24,490 |  | (2,667 | ) | (3,242 | )(b) | — |  | 18,581 |
Research and development |  | 20,424 |  | (1,185 | ) | — |  | — |  | 19,239 |
Amortization |  | 4,195 |  | — |  | (4,195 | ) | — |  | — |
Restructuring |  | 884 |  | — |  | — |  | (884 | ) | — |
Asset impairment |  | 55,306 |  | — |  | — |  | (55,306 | ) | — |
Other, net |  | (2,848 | ) | — |  | — |  | 3,142 | (c) | 294 |
Total operating expenses, net |  | 102,451 |  | (3,852 | ) | (7,437 | ) | (53,048 | ) | 38,114 |
Operating income (loss) |  | (64,577 | ) | 4,509 |  | 12,612 |  | 53,048 |  | 5,592 |
Interest income, net |  | 314 |  | — |  | — |  | — |  | 314 |
Income (loss) before income taxes |  | (64,263 | ) | 4,509 |  | 12,612 |  | 53,048 |  | 5,906 |
Income tax expense (benefit) |  | (7,351 | ) | — |  | 2,705 | (d) | 5,428 | (e) | 782 |
Net income (loss) |  | $ | (56,912 | ) | $ | 4,509 |  | $ | 9,907 |  | $ | 47,620 |  | $ | 5,124 |
Income (loss) per common share: |  |  |  |  |  |  |  |  |  |  |
Basic earnings per share |  | $ | (1.44 | ) |  |  |  |  |  |  | $ | 0.13 |
Diluted earnings per share |  | $ | (1.44 | ) |  |  |  |  |  |  | $ | 0.13 |
Weighted average number of shares: |  |  |  |  |  |  |  |  |  |  |
Basic shares |  | 39,446 |  |  |  |  |  |  |  | 39,446 |
Diluted shares |  | 39,446 |  |  |  |  |  |  |  | 40,072 |
Non-GAAP operating income |  |  |  |  |  |  |  |  |  | $ | 5,592 |
Depreciation |  |  |  |  |  |  |  |  |  | 2,728 |
Adjusted EBITDA |  |  |  |  |  |  |  |  |  | $ | 8,320 |

Note: Amounts may not calculate precisely due to rounding.

(a) The inventory fair value step-up associated with the PSP acquisition’s purchase accounting.

(b) One-time PSP acquisition related transaction costs.

(c) One-time cumulative translation gain related to the liquidation of our Japanese subsidiary.

(d) Valuation allowance reversal associated with the recognition of deferred tax liabilities related to the PSP acquisition.

(e) $4.9 million tax liability reversal related to an incentive tax rate in a foreign subsidiary as well as utilization of the ‘with or without’ method.

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; nonrecurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

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 as 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 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 data)

(Unaudited)

|  |  |  | Non-GAAP Adjustments |  |  |
For the year ended December 31, 2015 |  | GAAP |  | Share-based Compensation |  | Acquisition Related |  | Other |  | Non-GAAP |
Net sales |  | $ | 477,038 |  | $ | — |  | $ | — |  | $ | — |  | $ | 477,038 |
Cost of sales |  | 299,797 |  | (2,495 | ) | (1,311 | )(a) | — |  | 295,991 |
Gross profit |  | 177,241 |  | 2,495 |  | 1,311 |  | — |  | 181,047 |
Gross margin |  | 37.2 | % |  |  |  |  |  |  | 38.0 | %
Operating expenses, net: |  |  |  |  |  |  |  |  |  |  |
Selling, general, and administrative |  | 90,188 |  | (11,474 | ) | (563 | ) | — |  | 78,151 |
Research and development |  | 78,543 |  | (4,031 | ) | — |  | — |  | 74,512 |
Amortization |  | 27,634 |  | — |  | (27,634 | ) | — |  | — |
Restructuring |  | 4,679 |  | — |  | — |  | (4,679 | ) | — |
Asset impairment |  | 126 |  | — |  | — |  | (126 | ) | — |
Other, net |  | (697 | ) | — |  | — |  | (395 | )(b) | (1,092 | )
Total operating expenses, net |  | 200,473 |  | (15,505 | ) | (28,197 | ) | (5,200 | ) | 151,571 |
Operating income (loss) |  | (23,232 | ) | 18,000 |  | 29,508 |  | 5,200 |  | 29,476 |
Interest income, net |  | 586 |  | — |  | — |  | — |  | 586 |
Income (loss) before income taxes |  | (22,646 | ) | 18,000 |  | 29,508 |  | 5,200 |  | 30,062 |
Income tax expense (benefit) |  | 9,332 |  | — |  | — |  | (1,334 | )(c) | 7,998 |
Net income (loss) |  | $ | (31,978 | ) | $ | 18,000 |  | $ | 29,508 |  | $ | 6,534 |  | $ | 22,064 |
Income (loss) per common share: |  |  |  |  |  |  |  |  |  |  |
Basic earnings per share |  | $ | (0.80 | ) |  |  |  |  |  |  | $ | 0.54 |
Diluted earnings per share |  | $ | (0.80 | ) |  |  |  |  |  |  | $ | 0.54 |
Weighted average number of shares: |  |  |  |  |  |  |  |  |  |  |
Basic shares |  | 39,742 |  |  |  |  |  |  |  | 40,759 |
Diluted shares |  | 39,742 |  |  |  |  |  |  |  | 40,905 |
Non-GAAP operating income |  |  |  |  |  |  |  |  |  | $ | 29,476 |
Depreciation |  |  |  |  |  |  |  |  |  | 12,216 |
Adjusted EBITDA |  |  |  |  |  |  |  |  |  | $ | 41,692 |

Note: Amounts may not calculate precisely due to rounding.

(a) The inventory fair value step-up associated with the PSP acquisition’s purchase accounting.

(b) The non-GAAP adjustment relates to a one-time legal settlement.

(c) Primarily due to a change in deferred tax liabilities related to the PSP acquisition.

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; nonrecurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

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 as 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 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 data)

(Unaudited)

|  |  |  | Non-GAAP Adjustments |  |  |
For the year ended December 31, 2014 |  | GAAP |  | Share-based Compensation |  | Acquisition Related |  | Other |  | Non-GAAP |
Net sales |  | $ | 392,873 |  | $ | — |  | $ | — |  | $ | — |  | $ | 392,873 |
Cost of sales |  | 257,991 |  | (2,456 | ) | (5,175 | )(a) | — |  | 250,360 |
Gross profit |  | 134,882 |  | 2,456 |  | 5,175 |  | — |  | 142,513 |
Gross margin |  | 34.3 | % |  |  |  |  |  |  | 36.3 | %
Operating expenses, net: |  |  |  |  |  |  |  |  |  |  |
Selling, general, and administrative |  | 89,760 |  | (11,859 | ) | (3,242 | )(b) | — |  | 74,659 |
Research and development |  | 81,171 |  | (4,498 | ) | — |  | — |  | 76,673 |
Amortization |  | 13,146 |  | — |  | (13,146 | ) | — |  | — |
Restructuring |  | 4,394 |  | — |  | — |  | (4,394 | ) | — |
Asset impairment |  | 58,170 |  | — |  | — |  | (58,170 | ) | — |
Changes in contingent consideration |  | (29,368 | ) | — |  | — |  | 29,368 |  | — |
Other, net |  | (3,182 | ) | — |  | — |  | 3,142 | (c) | (40 | )
Total operating expenses, net |  | 214,091 |  | (16,357 | ) | (16,388 | ) | (30,054 | ) | 151,292 |
Operating income (loss) |  | (79,209 | ) | 18,813 |  | 21,563 |  | 30,054 |  | (8,779 | )
Interest income, net |  | 855 |  | — |  | — |  | — |  | 855 |
Income (loss) before income taxes |  | (78,354 | ) | 18,813 |  | 21,563 |  | 30,054 |  | (7,924 | )
Income tax expense (benefit) |  | (11,414 | ) | — |  | 2,705 | (d) | 4,908 | (e) | (3,801 | )
Net income (loss) |  | $ | (66,940 | ) | $ | 18,813 |  | $ | 18,858 |  | $ | 25,146 |  | $ | (4,123 | )
Income (loss) per common share: |  |  |  |  |  |  |  |  |  |  |
Basic earnings per share |  | $ | (1.70 | ) |  |  |  |  |  |  | $ | (0.10 | )
Diluted earnings per share |  | $ | (1.70 | ) |  |  |  |  |  |  | $ | (0.10 | )
Weighted average number of shares: |  |  |  |  |  |  |  |  |  |  |
Basic shares |  | 39,350 |  |  |  |  |  |  |  | 39,350 |
Diluted shares |  | 39,350 |  |  |  |  |  |  |  | 39,350 |
Non-GAAP operating income |  |  |  |  |  |  |  |  |  | $ | (8,779 | )
Depreciation |  |  |  |  |  |  |  |  |  | 11,426 |
Adjusted EBITDA |  |  |  |  |  |  |  |  |  | $ | 2,647 |

Note: Amounts may not calculate precisely due to rounding.

(a) The inventory fair value step-up associated with the PSP acquisition’s purchase accounting.

(b) One-time PSP acquisition related transaction costs.

(c) One-time cumulative translation gain related to the liquidation of our Japanese subsidiary.

(d) Valuation allowance reversal associated with the recognition of deferred tax liabilities related to the PSP acquisition.

(e) $4.9 million tax liability reversal related to an incentive tax rate in a foreign subsidiary as well as utilization of the ‘with or without’ method.

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; nonrecurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

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 as 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 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 data)

(Unaudited)

|  |  |  |  |  |  |  | Non-GAAP Adjustments |  |  |  |  |  |  |
Guidance for the three months ended March 31, 2016 |  | GAAP |  | Share-based Compensation |  | Acquisition Related |  | Non-GAAP |
Net sales |  | $ | 70 |  | - |  | $ | 80 |  | $ | –– |  | $ | –– |  | $ | 70 |  | - |  | $ | 80 |
Gross profit |  | 25 |  | - |  | 30 |  | 1 |  | –– |  | 26 |  | - |  | 31 |
Gross margin |  | 36 | % | - |  | 38 | % |  |  |  |  | 37 | % | - |  | 39 | %
Operating income |  | (23 | ) | - |  | (19 | ) | 5 |  | 5 |  | (13 | ) | - |  | (9 | )
Depreciation |  |  |  |  |  |  |  |  |  |  |  | 4 |  |  |  | 4 |
Adjusted EBITDA |  |  |  |  |  |  |  |  |  |  |  | $ | (9 | ) | - |  | $ | (5 | )
Net income (loss) |  | (24 | ) | - |  | (20 | ) | 5 |  | 5 |  | (14 | ) | - |  | (10 | )
Income (loss) per diluted common share |  | $ | (0.62 | ) | - |  | $ | (0.52 | ) |  |  |  |  | $ | (0.35 | ) | - |  | $ | (0.25 | )
Weighted average number of shares |  | 39 |  |  |  | 39 |  |  |  |  |  | 39 |  |  |  | 39 |

Note: Amounts may not calculate precisely due to rounding.

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; nonrecurring charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs, non-cash amortization of acquired intangible assets, incremental nonrecurring compensation, and the stepped-up cost of sales associated with the purchase accounting of acquired inventory.

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 as 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 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.