| Q3 ‘07 GAAP Reconciliation Table 2007 2006 2007 2006 Operating (loss) income ($4,187) $4,969 ($3,459) $12,215 Adjustments: Write-off of purchased in-process technology - 1,160 (1) - 1,160 Amortization expense 1,959 4,025 8,236 12,029 Restructuring expense 529 (2) - 1,974 (2) - Earnings (loss) before interest, income taxes and amortization excluding certain items ("EBITA") (1,699) 10,154 6,751 25,404 Interest expense, net 665 1,056 2,256 3,583 Gain on extinguishment of debt - - (738) (3) (330) (4) Adjustment to exclude gain on extinguishment of debt - - 738 330 Earnings (loss) excluding certain items before income taxes (2,364) 9,098 4,495 21,821 Income tax (benefit) provision at 35% (827) 3,184 1,573 7,637 Noncontrolling interest, net of income tax provision at 35% (80) (785) (313) (785) Earnings (loss) excluding certain items ($1,457) $6,699 $3,235 $14,969 Earnings excluding certain items per diluted share ($0.05) $0.21 $0.10 $0.48 Diluted weighted average shares outstanding 31,100 31,393 31,319 31,100 NOTE - The above reconciliation is intended to present Veeco's operating results, excluding certain items and providing income taxes at a 35% statutory rate. This reconciliation is not in accordance with, or an alternative method for, generally accepted accounting principles in the United States, and may be different from similar measures presented by other companies. Management of the Company evaluates performance of its business units based on EBITA, which is the primary indicator used to plan and forecast future periods. The presentation of this financial measure facilitates meaningful comparison with prior periods, as management of the Company believes EBITA reports baseline performance and thus provides useful information. Three months ended Nine months ended September 30, September 30, (1) During 2006, the Company purchased a 19.9% interest in Fluens Corporation. During the third quarter of 2006, the Company finalized its purchase accounting for Fluens determining that Fluens is a variable interest entity and the Company is its primary beneficiary as defined by FIN46(R). As such, the Company has consolidated the results of Fluens' operations from the acquisition date. As part of that acquisition, the Company acquired $1.2 million of in-process technology, which was written off as of the acquisition date. (2) During the second quarter of 2007, the Company incurred $1.5 million in expenses for personnel severance costs associated with its restructuring plan. During the third quarter of fiscal 2007, the Company incurred an additional $0.5 million of these costs. (3) During the first quarter of 2007, the Company repurchased $56.0 million aggregate principal amount of its 4.125% convertible subordinated notes. As a result of these repurchases, the amount of convertible subordinated notes outstanding was reduced to $144.0 million, and the Company recorded a gain from the extinguishment of debt in the amount of $0.7 million. (4) During the first quarter of 2006, the Company repurchased $20.0 million aggregate principal amount of its 4.125% convertible subordinated notes. As a result of this repurchase, the amount of convertible subordinated notes outstanding was reduced to $200.0 million, and the Company recorded a gain from the extinguishment of debt in the amount of $0.3 million. Veeco Instruments Inc. and Subsidiaries Reconciliation of operating (loss) income to earnings (loss) excluding certain items (In thousands, except per share data) (Unaudited) |