8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8‑K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 11, 2019

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0‑16244
(Commission
File Number) 11‑2989601
(IRS Employer
Identification No.)

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677‑0200

 (Registrant’s telephone number, including area code)

Not applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐   Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐   Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02  Results of Operations and Financial Condition.

On February 11, 2019,  Veeco Instruments Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2018.  In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter 2018 financial results on its website (www.veeco.com).  Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description
99.1	Press release issued by Veeco dated February 11, 2019
99.2	Veeco  Q4 2018 Conference Call, February 11, 2019

The information in this report, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Veeco dated February 11, 2019
99.2	Veeco Q4 2018 Conference Call, February 11, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

February 11, 2019	VEECO INSTRUMENTS INC.
	By:	/s/ Gregory A. Robbins
	Name: Gregory A. Robbins
	Title: Senior Vice President and General Counsel

2

EX-99.1

EXHIBIT 99.1

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2018 FINANCIAL RESULTS

Fourth Quarter 2018 Highlights:

· Revenues of $99.0 million, compared with $139.7 million in the same period last year

· GAAP net loss of $144.7 million, or $3.11 loss per diluted share

· Non-GAAP net loss of $7.5 million, or $0.16 loss per diluted share

Plainview, N.Y., February 11, 2019 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2018. 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 '18		Q4 '17		2018		2017
Revenue	$	99.0	$	139.7	$	542.1	$	475.7
Net income (loss)	$	(144.7)	$	(8.5)	$	(407.1)	$	(51.4)
Diluted earnings (loss) per share	$	(3.11)	$	(0.18)	$	(8.63)	$	(1.16)

	4th Quarter				Full Year
Non-GAAP Results	Q4 '18		Q4 '17		2018		2017
Net income (loss)	$	(7.5)	$	6.0	$	14.2	$	16.8
Operating income (loss)	$	(6.9)	$	7.3	$	23.2	$	23.2
Diluted earnings (loss) per share	$	(0.16)	$	0.13	$	0.30	$	0.38

Based on a reduction in Veeco’s stock price during the fourth quarter, the Company recorded a goodwill impairment charge of $123 million for GAAP results.  This is a non-cash charge and does not affect liquidity, day to day operations or Non-GAAP results of the company. 

"Commoditization of the MOCVD market for LEDs in China has reduced our revenue significantly, and is reflected in our fourth quarter results,” commented William J. Miller, Ph.D., Chief Executive Officer.  “However, we are excited about our future as we see order activity in leading edge, Front-End Semiconductor and exciting growth opportunities in Compound Semiconductor and Advanced Packaging.”

1

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2019:

· Revenue is expected in the range of $85 million to $105 million

· Non-GAAP operating income (loss) is expected in the range of ($12) million to ($3) million

· GAAP earnings (loss) per share are expected in the range of ($0.59) to ($0.39)  

· Non-GAAP earnings (loss) per share are expected in the range of ($0.30) to ($0.10)  

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 11, 2019 starting at 5:00pm ET. To join the call, dial 1-800-239-9838 (toll free) or 1-929-477-0448 and use passcode 8815152. 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.

New Accounting Standard

The Company adopted the new accounting standard, ASC 606, related to revenue recognition, effective January 1, 2018. The prior periods presented here have been recast to reflect the adoption of this new standard.

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, 2017 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 x1272David Pinto 408-325-6157

abencivenga@veeco.comdpinto@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,
	2018		2017		2018		2017
Net sales	$	98,972	$	139,661	$	542,082	$	475,686
Cost of sales		63,713		84,309		348,363		299,458
Gross profit		35,259		55,352		193,719		176,228
Operating expenses, net:
Research and development		24,962		24,318		97,755		81,987
Selling, general, and administrative		21,218		28,675		92,060		100,250
Amortization of intangible assets		4,249		13,753		32,351		35,475
Restructuring		887		2,246		8,556		11,851
Acquisition costs		53		1,510		2,959		17,786
Asset impairment		122,829		—		375,172		1,139
Other, net		42		(165)		368		(392)
Total operating expenses, net		174,240		70,337		609,221		248,096
Operating income (loss)		(138,981)		(14,985)		(415,502)		(71,868)
Interest expense, net		(4,485)		(4,753)		(18,332)		(17,122)
Income (loss) before income taxes		(143,466)		(19,738)		(433,834)		(88,990)
Income tax expense (benefit)		1,208		(11,259)		(26,746)		(37,594)
Net income (loss)	$	(144,674)	$	(8,479)	$	(407,088)	$	(51,396)
Income (loss) per common share:
Basic	$	(3.11)	$	(0.18)	$	(8.63)	$	(1.16)
Diluted	$	(3.11)	$	(0.18)	$	(8.63)	$	(1.16)
Weighted average number of shares:
Basic		46,551		47,037		47,151		44,174
Diluted		46,551		47,037		47,151		44,174

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

	December 31,		December 31,
	2018		2017
Assets
Current assets:
Cash and cash equivalents	$	212,273	$	279,736
Restricted cash		809		847
Short-term investments		48,189		47,780
Accounts receivable, net		66,808		98,866
Contract assets		10,397		160
Inventories		156,311		120,266
Deferred cost of sales		3,072		15,994
Prepaid expenses and other current assets		22,221		33,437
Total current assets		520,080		597,086
Property, plant and equipment, net		80,284		85,058
Intangible assets, net		85,149		369,843
Goodwill		184,302		307,131
Deferred income taxes		1,869		3,047
Other assets		29,132		25,310
Total assets	$	900,816	$	1,387,475
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	39,611	$	50,318
Accrued expenses and other current liabilities		46,450		58,068
Customer deposits and deferred revenue		72,736		112,032
Income taxes payable		1,256		3,846
Total current liabilities		160,053		224,264
Deferred income taxes		5,690		36,845
Long-term debt		287,392		275,630
Other liabilities		9,906		10,643
Total liabilities		463,041		547,382
Total stockholders’ equity		437,775		840,093
Total liabilities and stockholders’ equity	$	900,816	$	1,387,475

4

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, 2018	GAAP			Compensation	Amortization	Other	Non-GAAP
Net sales	$	98,972					$	98,972
Gross profit		35,259		282		134		35,675
Gross margin		35.6	%					36.0	%
Research and development		24,962		(883)				24,079
Selling, general, and administrative and Other, net		21,260		(2,024)		(723)		18,513
Net income (loss)		(144,674)		3,353	4,249	129,532		(7,540)
Income (loss) per common share:
Basic	$	(3.11)					$	(0.16)
Diluted		(3.11)						(0.16)
Weighted average number of shares:
Basic		46,551						46,551
Diluted		46,551						46,551

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

Three months ended December 31, 2018
Restructuring	722
Acquisition related	53
Release of inventory fair value step-up associated with the Ultratech purchase accounting	70
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	190
Accelerated depreciation	597
Asset impairment	122,829
Non-cash interest expense	3,023
Non-GAAP tax adjustment *	2,048
Total Other	129,532

*- 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, incremental transaction-related compensation, 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.

5

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, 2017		GAAP		Compensation	Amortization	Other	Non-GAAP
Net sales	$	139,661					$	139,661
Gross profit		55,352		607		537		56,496
Gross margin		39.6	%					40.5	%
Research and development		24,318		(971)				23,347
Selling, general, and administrative and Other, net		28,510		(2,668)		(196)		25,646
Net income (loss)		(8,479)		4,220	13,753	(3,460)		6,034
Income (loss) per common share:
Basic	$	(0.18)					$	0.13
Diluted		(0.18)						0.13
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. taxlaws.

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, incremental transaction-related compensation, 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.

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, 2018		December 31, 2017
GAAP Net income (loss)	$	(144,674)	$	(8,479)
Share-based compensation		3,353		4,220
Amortization		4,249		13,753
Restructuring		722		2,073
Acquisition related		53		1,510
Release of inventory fair value step-up associated with the Ultratech purchase accounting		70		440
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		190		293
Accelerated depreciation		597		—
Asset impairment		122,829		—
Interest (income) expense		4,485		4,753
Income tax expense (benefit)		1,208		(11,259)
Non-GAAP Operating income (loss)	$	(6,918)	$	7,304

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, incremental transaction-related compensation, 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.

7

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, 2018		GAAP		Compensation	Amortization	Other	Non-GAAP
Net sales	$	542,082					$	542,082
Gross profit		193,719		1,885		2,849		198,453
Gross margin		35.7	%					36.6	%
Research and development		97,755		(3,611)				94,144
Selling, general, and administrative and Other		92,428		(9,417)		(1,863)		81,148
Net income (loss)		(407,088)		16,074	32,351	372,862		14,199
Income (loss) per common share:
Basic	$	(8.63)					$	0.30
Diluted		(8.63)						0.30
Weighted average number of shares:
Basic		47,151						47,171
Diluted		47,151						47,199

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

For the year ended December 31, 2018
Restructuring	7,395
Acquisition related	2,959
Release of inventory fair value step-up associated with the Ultratech purchase accounting	2,516
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	1,011
Accelerated depreciation	1,184
Asset impairment	375,172
Non-cash interest expense	11,762
Non-GAAP tax adjustment *	(29,137)
Total Other	372,862

*- 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.

8

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, 2017		GAAP		Compensation	Amortization	Other	Non-GAAP
Net sales	$	475,686					$	475,686
Gross profit		176,228		2,505		10,075		188,808
Gross margin		37.0	%					39.7	%
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)		(51,396)		24,396	35,475	8,368		16,843
Income (loss) per common share:
Basic	$	(1.16)					$	0.38
Diluted		(1.16)						0.38
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
Accelerated depreciation	180
Asset impairment	1,139
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.

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, 2018		December 31, 2017
GAAP Net income (loss)	$	(407,088)	$	(51,396)
Share-based compensation		16,074		24,396
Amortization		32,351		35,475
Restructuring		7,395		9,971
Acquisition related		2,959		13,583
Release of inventory fair value step-up associated with the Ultratech purchase accounting		2,516		9,664
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		1,011		695
Accelerated depreciation		1,184		180
Asset impairment		375,172		1,139
Interest (income) expense		18,332		17,122
Income tax expense (benefit)		(26,746)		(37,594)
Non-GAAP Operating income (loss)	$	23,160	$	23,235

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
								Share-based
Guidance for the three months ending March 31, 2019	GAAP							Compensation	Amortization	Other	Non-GAAP
Net sales	$	85		-	$	105					$	85		-	$	105
Gross profit		28		-		37		1	—	—		29		-		38
Gross margin		33	%	-		35	%					34	%	-		36	%
Net income (loss)	$	(28)		-	$	(19)		4	4	6	$	(14)		-	$	(5)
Income (loss) per diluted common share	$	(0.59)		-	$	(0.39)					$	(0.30)		-	$	(0.10)
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, 2019
GAAP Net income (loss)	$	(28)	-	$	(19)
Share-based compensation		4	-		4
Amortization		4	-		4
Restructuring		2	-		2
Interest expense, net		4	-		4
Income tax expense (benefit)		1	-		1
Other		1	-		1
Non-GAAP Operating income (loss)	$	(12)	-	$	(3)

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, incremental transaction-related compensation, 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.

11

EX-99.2

Exhibit 99.2

Veeco Instruments Inc. February 11, 2019 Q4 2018 Conference Call

Safe Harbor To the extent that this presentation 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 items include the risk factors 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, 2017 and subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements. Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.2

3 CEO Overview William Miller Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

Q4 2018 Highlights 4 ▪ Bookings led by Front-End Semiconductor Foundry and EUV Mask Blank Customers ▪ Revenue declined due to significantly lower MOCVD China LED business Q4 Results $112M Bookings $99.0M Revenue ($6.9M) Non-GAAP Operating Loss (16¢) Non-GAAP EPS A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. ▪ Backlog grew to $288M ▪ Ending cash and short-term investments of $261M Q4 2018 Conference Call | © 2019 Veeco Instruments Inc. Focused on Business Transition to Front-End and Compound Semiconductor Markets

2019 Growth Opportunities 5 EUV Mask Blanks Ion Beam Deposition Front-End Wafer Processing Laser Annealing Wafer Level Packaging Lithography 3D Sensing / VCSEL MOCVD EUV – Extreme Ultraviolet VCSEL – Vertical Cavity Surface Emitting Laser MOCVD – Metal Organic Chemical Vapor Deposition Front-End Semiconductor Compound Semiconductor Advanced Packaging Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

2019 Focus 6 Innovate technology leadership ▪ Solve tough materials problems ▪ Execute product roadmaps Penetrate market growth ▪ EUV Mask Blanks – Ion Beam Deposition ▪ Leading-Edge Front-End Semiconductor – Laser Anneal ▪ 3D Sensing / VCSEL – MOCVD ▪ Advanced Packaging – Lithography Improve profitability ▪ Improve gross margin ▪ Reduce operating expenses Operate with Discipline to Restore Growth and Profitability Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

7 CFO Financial Review Sam Maheshwari Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

Q4 2018 Revenue by Market & Region 8 ROW United States EMEA China 41% 33% 17% 9% LED Lighting, Display & Compound Semi Front-End Semiconductor Scientific & Industrial Advanced Packaging, MEMS & RF Filters $99.0M 22% 14% 50% 14% Q4 2018 Conference Call | © 2019 Veeco Instruments Inc. Revenue by Market Revenue by Region

P&L Highlights 9 Q4 Stock Price Decline Drove Non-Cash Goodwill Impairment Charge Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP $ millions (except per share amounts) Q3 18 Q4 18 2018 Q3 18 Q4 18 2018 Revenue $126.8 $99.0 542.1 $126.8 $99.0 542.1 Gross Profit 46.4 35.3 193.7 48.4 35.7 198.5 Gross Margin 36.6% 35.6% 35.7% 38.2% 36.0% 36.6% R&D 23.5 25.0 97.8 22.8 24.1 94.1 SG&A & Other 20.2 21.3 92.4 17.6 18.5 81.1 Asset Impairment -- 122.8 375.2 -- -- -- Operating Income/(Loss) (3.9) (139.0) (415.5) 8.0 (6.9) 23.2 Net Income/(Loss) (9.0) (144.7) (407.1) 5.3 (7.5) 14.2 Earnings/(Loss) Per Share ($0.19) ($3.11) ($8.63) $0.11 ($0.16) 0.30 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

Balance Sheet Highlights 10 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Continued Investment in Inventory Related to New Products and Evaluation Units $ millions Q3 18 Q4 18 Cash & Short-Term Investments 266 261 Accounts Receivable 91 67 Inventories 150 156 Accounts Payable 65 40 Long-Term Debt 284 287 Cash Flow from Operations 18 2 DSO (days) 64 61 DOI 173 219 DPO 74 56 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

2019 – Focus on Foundational & Growth Markets 11 ▪ Commodity blue LED business reducing significantly in 2019 ▪ Reduced China revenue going forward ▪ Growth initiatives aligned with multiple megatrends ▪ Foundational businesses remain stable Foundational and Growth Revenue Combined are Expected to Increase in 2019 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

2019 – Growth on a Solid Foundation 12 Key Foundational Businesses ▪ Service Business ▪ Wet Etch & Clean ▪ Data Storage ▪ Universities & Research Labs ▪ Optical Coatings for Industrial, Medical & Military Key Growth Initiatives ▪ EUV Mask Blanks - Ion Beam Deposition ▪ Advanced Front-End Semiconductor – Laser Annealing ▪ 3D Sensing / VCSEL – MOCVD ▪ Advanced Packaging – Lithography Foundational Businesses Generate Cash, Support Growth Initiatives Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

Q1 2019 Guidance 13 .. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP Revenue $85M - $105M $85M - $105M Gross Margin 33% - 35% 34% - 36% Net Income (Loss) ($28M)-($19M) ($14M)-($5M) Earnings Per Share ($0.59)-($0.39) ($0.30)-($0.10) Non-GAAP Operating Income (Loss) ($12M)-($3M) Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

14 Q&A Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

15 Reconciliation Tables Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

Note on Reconciliation Tables 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, incremental transaction- related compensation, 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, 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. 1616 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

Supplemental Information—GAAP to Non-GAAP Reconciliation 17 Amounts may not calculate precisely due to rounding. US$ millions Q3 18 Q4 18 2018 Net Sales $126.8 $99.0 $542.1 GAAP Gross Profit 46.4 35.3 193.7 GAAP Gross Margin 36.6% 35.6% 35.7% Add: Release of inventory fair value step-up for purchase accounting 1.4 0.1 2.5 Add: Share-Based Comp 0.5 0.3 1.9 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 0.3 Non-GAAP Gross Profit $48.4 $35.7 $198.5 Non-GAAP Gross Margin 38.2% 36.0% 36.6% US$ millions, except per share amounts Q3 18 Q4 18 2018 GAAP Basic EPS (0.19) (3.11) (8.63) GAAP Diluted EPS (0.19) (3.11) (8.63) GAAP Net Income (Loss) (9.0) (144.7) (407.1) Add: Share-Based Comp 3.3 3.4 16.1 Add: Amortization 4.2 4.2 32.4 Add: Restructuring 1.9 0.7 7.4 Add: Acquisition Related 0.2 0.1 3.0 Add: Release of inventory fair value step-up for purchase accounting 1.4 0.1 2.5 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.2 0.2 1.0 Add: Accelerated Depreciation 0.6 0.6 1.2 Add: Asset Impairment - 122.8 375.2 Add: Non-Cash Interest Expense 3.0 3.0 11.8 Add: Tax Adjustment from GAAP to Non-GAAP (0.5) 2.0 (29.1) Non-GAAP Net Income (Loss) 5.3 (7.5) 14.2 Non-GAAP Basic EPS 0.11 (0.16) 0.30 Non-GAAP Diluted EPS 0.11 (0.16) 0.30 US$ millions Q3 18 Q4 18 2018 GAAP Net Income (Loss) $(9.0) $(144.7) $(407.1) Add: Share-Based Comp 3.3 3.4 16.1 Add: Amortization 4.2 4.2 32.4 Add: Restructuring 1.9 0.7 7.4 Add: Acquisition Related 0.2 0.1 3.0 Add: Release of inventory fair value step-up for purchase accounting 1.4 0.1 2.5 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.2 0.2 1.0 Add: Accelerated Depreciation 0.6 0.6 1.2 Add: Asset Impairment - 122.8 375.2 Add: Interest Expense 4.8 4.5 18.3 Subtract: Tax Expense (Benefit) 0.3 1.2 (26.7) Non-GAAP Operating Income (Loss) $8.0 $(6.9) $23.2 17 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

Q4 2018 GAAP to Non-GAAP Reconciliation 18 Amounts may not calculate precisely due to rounding Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $99.0 $99.0 Gross Profit 35.3 0.3 0.1 35.7 Gross Margin 35.6% 36.0% Research and Development 25.0 (0.9) 24.1 Selling, General, and Administrative and Other 21.3 (2.0) (0.7) 18.5 Net Income (Loss) $(144.7) 3.4 4.2 129.5 $(7.5) Income (Loss) Per Common Share: Basic $(3.11) $(0.16) Diluted (3.11) (0.16) Weighted Average Number of Shares: Basic 46.6 46.6 Diluted 46.6 46.6 Other Non-GAAP Adjustments Restructuring 0.7 Acquisition Related 0.1 Release of inventory fair value step-up associated with the Ultratech purchase accounting 0.1 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.2 Accelerated Depreciation 0.6 Asset Impairment 122.8 Non-Cash Interest Expense 3.0 Non-GAAP Tax Adjustment 2.0 Total Other 129.5 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

2018 GAAP to Non-GAAP Reconciliation 19 Amounts may not calculate precisely due to rounding Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $542.1 $542.1 Gross Profit 193.7 1.9 2.8 198.5 Gross Margin 35.7% 36.6% Research and Development 97.8 (3.6) 94.1 Selling, General, and Administrative and Other 92.4 (9.4) (1.9) 81.1 Net Income (Loss) $(407.1) 16.1 32.4 372.9 $14.2 Income (Loss) Per Common Share: Basic $(8.63) $0.30 Diluted (8.63) 0.30 Weighted Average Number of Shares: Basic 47.2 47.2 Diluted 47.2 47.2 Other Non-GAAP Adjustments Restructuring 7.4 Acquisition Related 3.0 Release of inventory fair value step-up associated with the Ultratech purchase accounting 2.5 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 1.0 Accelerated Depreciation 1.2 Asset Impairment 375.2 Non-Cash Interest Expense 11.8 Non-GAAP Tax Adjustment (29.1) Total Other 372.9 Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

Q1 2019 Guidance GAAP to Non-GAAP Reconciliation 20 Amounts may not calculate precisely due to rounding Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $85–$105 $85–$105 Gross Profit 28–37 1 —— 29–38 Gross Margin 33%–35% 34%–36% Net Income (Loss) $(28)–$(19) 4 4 6 $(14)–$(5) Income (Loss) per Diluted Share $(0.59)–$(0.39) $(0.30)–$(0.10) GAAP Net Income (Loss) $(28)–$(19) Share-Based Compensation 4 Amortization 4 Restructuring 2 Interest Expense, Net 4 Income Tax Expense (Benefit) 1 Other 1 Non-GAAP Operating Income (Loss) $(12)–$(3) Q4 2018 Conference Call | © 2019 Veeco Instruments Inc.

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