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 13, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	VECO	The NASDAQ Global Select Market

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 13, 2020, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2019. In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter 2019 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 INDEX

Exhibit	Description
99.1	Press release issued by Veeco dated February 13, 2020
99.2	Veeco Q4 2019 Conference Call Presentation February 13, 2020
104	Cover Page Interactive Data File (formatted as inline XBRL).

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Items 2.02 and 9.01 and 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 liability of that section, nor shall this information or 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.

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 13, 2020	VEECO INSTRUMENTS INC.
	By:	/s/ Kirk Mackey
	Name: Kirk Mackey
	Title: Vice President, Head of Legal and Secretary

2

EX-99.1

EXHIBIT 99.1

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2019 FINANCIAL RESULTS

Fourth Quarter 2019 Highlights:

· Revenues of $113.2 million, compared with $99.0 million in the same period last year

· GAAP net loss of $32.9 million, or $0.69 loss per diluted share

· Non-GAAP net income of $5.4 million, or $0.11 per diluted share

Plainview, N.Y., February 13, 2020 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2019. 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 '19		Q4 '18		2019		2018
Revenue	$	113.2	$	99.0	$	419.3	$	542.1
Net income (loss)	$	(32.9)	$	(144.7)	$	(78.7)	$	(407.1)
Diluted earnings (loss) per share	$	(0.69)	$	(3.11)	$	(1.66)	$	(8.63)

	4th Quarter				Full Year
Non-GAAP Results	Q4 '19		Q4 '18		2019		2018
Net income (loss)	$	5.4	$	(7.5)	$	(1.3)	$	14.2
Operating income (loss)	$	7.4	$	(6.9)	$	5.1	$	23.2
Diluted earnings (loss) per share	$	0.11	$	(0.16)	$	(0.03)	$	0.30

“We executed well on the first phase of our transformation in 2019 by improving gross margins and reducing expenses, leading to a return to profitability in the second half of the year.  Our data storage business continued its solid performance.  Furthermore, we are positioning the company for long-term growth in the front-end semiconductor, advanced packaging and compound semiconductor markets by executing on our product roadmaps,” commented William J. Miller, Ph.D., Chief Executive Officer.

“As we enter 2020, we are focused on optimizing our product portfolio, extending our core technologies into new markets, and further increasing our profitability,” concluded Dr. Miller.

1

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2020:

· Revenue is expected to be in the range of $95 million to $120 million

· GAAP loss per share is expected to be in the range of ($0.24) to ($0.01)  

· Non-GAAP earnings per share is expected to be in the range of $0.00 to $0.22

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 13, 2020 starting at 4:30pm ET. To join the call, dial 1-888-394-8218 (toll free) or 1-646-828-8193 and use passcode 3039225. 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

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, 2018 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) 252-1438Kevin Long (516) 714-3978

abencivenga@veeco.comklong@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,
	2019		2018		2019		2018
Net sales	$	113,202	$	98,972	$	419,349	$	542,082
Cost of sales		68,232		63,713		261,155		348,363
Gross profit		44,970		35,259		158,194		193,719
Operating expenses, net:
Research and development		21,655		24,962		90,557		97,755
Selling, general, and administrative		19,128		21,218		79,749		92,060
Amortization of intangible assets		4,312		4,249		17,085		32,351
Restructuring		2,529		887		6,403		8,556
Acquisition costs		—		53		—		2,959
Asset impairment		4,020		122,829		4,020		375,172
Other operating expense (income), net		190		42		(42)		368
Total operating expenses, net		51,834		174,240		197,772		609,221
Operating income (loss)		(6,864)		(138,981)		(39,578)		(415,502)
Interest expense, net		(4,663)		(4,485)		(17,405)		(18,332)
Other income (expense), net		(20,973)		—		(20,973)		—
Income (loss) before income taxes		(32,500)		(143,466)		(77,956)		(433,834)
Income tax expense (benefit)		371		1,208		777		(26,746)
Net income (loss)	$	(32,871)	$	(144,674)	$	(78,733)	$	(407,088)
Income (loss) per common share:
Basic	$	(0.69)	$	(3.11)	$	(1.66)	$	(8.63)
Diluted	$	(0.69)	$	(3.11)	$	(1.66)	$	(8.63)
Weighted average number of shares:
Basic		47,519		46,551		47,482		47,151
Diluted		47,519		46,551		47,482		47,151

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

	December 31,		December 31,
	2019		2018
Assets
Current assets:
Cash and cash equivalents	$	129,294	$	212,273
Restricted cash		657		809
Short-term investments		115,252		48,189
Accounts receivable, net		45,666		66,808
Contract assets		25,351		10,397
Inventories		133,067		156,311
Deferred cost of sales		445		3,072
Prepaid expenses and other current assets		14,966		22,221
Assets held for sale		11,180		—
Total current assets		475,878		520,080
Property, plant and equipment, net		75,711		80,284
Operating lease right-of-use assets		14,453		—
Intangible assets, net		61,518		85,149
Goodwill		181,943		184,302
Deferred income taxes		1,549		1,869
Other assets		7,036		29,132
Total assets	$	818,088	$	900,816
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	21,281	$	39,611
Accrued expenses and other current liabilities		41,243		46,450
Customer deposits and deferred revenue		54,870		72,736
Income taxes payable		830		1,256
Total current liabilities		118,224		160,053
Deferred income taxes		5,648		5,690
Long-term debt		300,068		287,392
Operating lease long-term liabilities		10,300		—
Other liabilities		9,336		9,906
Total liabilities		443,576		463,041
Total stockholders’ equity		374,512		437,775
Total liabilities and stockholders’ equity	$	818,088	$	900,816

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, 2019	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	113,202						$	113,202
Gross profit		44,970		455		29			45,454
Gross margin		39.7	%						40.2	%
Operating expenses		51,834		(3,287)	(4,312)	(6,213)			38,022
Operating income (loss)		(6,864)		3,742	4,312	6,242	^		7,432
Net income (loss)		(32,871)		3,742	4,312	30,262	^		5,445
Income (loss) per common share:
Basic	$	(0.69)						$	0.11
Diluted		(0.69)							0.11
Weighted average number of shares:
Basic		47,519							47,525
Diluted		47,519							48,404

^- See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

Three months ended December 31, 2019
Restructuring	2,132
Asset Impairment	4,020
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	90
Subtotal	6,242
Non-cash interest expense	3,257
Impairment of equity investments	20,973
Non-GAAP tax adjustment *	(210)
Total Other	30,262

*- 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.

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, 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	%
Operating expenses		174,240		(3,071)	(4,249)	(124,327)			42,593
Operating income (loss)		(138,981)		3,353	4,249	124,461	^		(6,918)
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

^- See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

Three months ended December 31, 2018
Restructuring	722
Acquisition related	53
Asset impairment	122,829
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
Subtotal	124,461
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, 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, 2019		December 31, 2018
GAAP Net income (loss)	$	(32,871)	$	(144,674)
Share-based compensation		3,742		3,353
Amortization		4,312		4,249
Restructuring		2,132		722
Acquisition related		—		53
Asset impairment		4,020		122,829
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		90		190
Accelerated depreciation		—		597
Interest (income) expense, net		4,663		4,485
Impairment of equity investments		20,973		—
Income tax expense (benefit)		371		1,208
Non-GAAP Operating income (loss)	$	7,432	$	(6,918)

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.

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, 2019		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	419,349						$	419,349
Gross profit		158,194		1,903		1,453			161,550
Gross margin		37.7	%						38.5	%
Operating expenses		197,772		(13,367)	(17,085)	(10,841)			156,479
Operating income (loss)		(39,578)		15,270	17,085	12,294	^		5,071
Net income (loss)		(78,733)		15,270	17,085	45,102	^		(1,276)
Income (loss) per common share:
Basic	$	(1.66)						$	(0.03)
Diluted		(1.66)							(0.03)
Weighted average number of shares:
Basic		47,482							47,482
Diluted		47,482							47,482

^- See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)

(unaudited)

For the year ended December 31, 2019
Restructuring	6,006
Asset impairment	4,020
Release of inventory fair value step-up associated with the Ultratech purchase accounting	1,270
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	557
Accelerated depreciation	397
Other	44
Subtotal	12,294
Non-cash interest expense	12,676
Impairment of equity investments	20,973
Non-GAAP tax adjustment *	(841)
Total Other	45,102

*    - 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.

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, 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	%
Operating expenses		609,221		(14,189)	(32,351)	(387,388)			175,293
Operating income (loss)		(415,502)		16,074	32,351	390,237	^		23,160
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
Asset impairment	375,172
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
Subtotal	390,237
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 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.

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, 2019		December 31, 2018
GAAP Net income (loss)	$	(78,733)	$	(407,088)
Share-based compensation		15,270		16,074
Amortization		17,085		32,351
Restructuring		6,006		7,395
Acquisition related		—		2,959
Asset impairment		4,020		375,172
Release of inventory fair value step-up associated with the Ultratech purchase accounting		1,270		2,516
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		557		1,011
Accelerated depreciation		397		1,184
Other		44		—
Interest (income) expense		17,405		18,332
Impairment of equity investments		20,973		—
Income tax expense (benefit)		777		(26,746)
Non-GAAP Operating income (loss)	$	5,071	$	23,160

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.

10

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(unaudited)

							Non-GAAP Adjustments
Guidance for the three months ending							Share-based
March 31, 2020	GAAP						Compensation	Amortization	Other	Non-GAAP
Net sales	$	95		-	$	120				$	95		-	$	120
Gross profit		37		-		48	1	—	—		38		-		49
Gross margin		39%		-		41%					39%		-		41%
Operating expenses			~$44				2	4	1			~$37
Operating income (loss)		(7)		-		4	3	4	1		1		-		12
Net income (loss)	$	(12)		-	$	(1)	3	4	5	$	—		-	$	11
Income (loss) per diluted common share	$	(0.24)		-	$	(0.01)				$	0.00		-	$	0.22
Weighted average number of shares		48				48					48				48

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, 2020
GAAP Net income (loss)	$	(12)	-	$	(1)
Share-based compensation		3	-		3
Amortization		4	-		4
Restructuring		1	-		1
Interest expense, net		4	-		4
Other		1	-		1
Non-GAAP Operating income (loss)	$	1	-	$	12

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.

11

EX-99.2

Exhibit 99.2

Veeco Instruments Inc. February 13, 2020 Q4 2019 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, 2018 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 2019 Conference Call | © 2020 Veeco Instruments Inc. 2

3 CEO Overview William J. Miller, Ph.D. Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

2019 Review 4 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 ▪ Advanced Packaging – Lithography ▪ 3D Sensing / VCSEL – MOCVD Improve profitability ▪ Improve gross margin ▪ Reduce operating expenses Began company transformation by innovating, penetrating markets and improving profitability Q4 2019 Conference Call | © 2020 Veeco Instruments Inc. EUV – Extreme Ultraviolet VCSEL – Vertical Cavity Surface Emitting Laser MOCVD – Metal Organic Chemical Vapor Deposition

Q4 2019 Highlights 5 ▪ Top and bottom line exceeded midpoint of guided range ▪ Strong revenue in the Front-End Semi and Data Storage markets Q4 Results $113M Revenue $7.4M Non-GAAP Operating Income 11¢ Non-GAAP EPS A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. ▪ Non-GAAP gross margin at 40.2% Finished 2019 with improved financial performance and momentum going into 2020 Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

FY 2019 Highlights 6 ▪ 13% revenue growth H2 over H1 ▪ Exited year at 40% gross margin ▪ Return to profitability with positive Non- GAAP EPS in Q3 and Q4 FY19 Results $419M Revenue $5.1M Non-GAAP Operating Income (3¢) Non-GAAP EPS A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. ▪ Delayered and organized along product lines ▪ Centralized R&D ▪ Evaluating portfolio – reclassed product line as “held for sale” 2019 was a transformational year for Veeco with a return to profitability Financially Operationally Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

7 CFO Financial Review John P. Kiernan Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

Q4 2019 Revenue by Market & Region 8 ROW United States EMEA China 23% 48% 7% 22% LED Lighting, Display & Compound Semi Front-End Semiconductor Scientific & Industrial Advanced Packaging, MEMS & RF Filters $113M 35% 23% 28% 14% Revenue by Market Revenue by Region Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

Operating Results 9 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 19 Q4 19 2019 Q3 19 Q4 19 2019 Revenue $109.0 $113.2 $419.3 $109.0 $113.2 $419.3 Gross Profit 42.2 45.0 158.2 43.9 45.5 161.6 Gross Margin 38.8% 39.7% 37.7% 40.3% 40.2% 38.5% Operating Expenses 49.6 51.8 197.8 40.0 38.0 156.5 Operating Income/(Loss) (7.4) (6.9) (39.6) 4.0 7.4 5.1 Net Income/(Loss) (11.8) (32.9) (78.7) 2.6 5.4 (1.3) Earnings/(Loss) Per Share $(0.25) $(0.69) $(1.66) $0.05 $0.11 $(0.03) Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

Balance Sheet and Cash Flow 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. $ millions Q3 19 Q4 19 Cash & Short-Term Investments 232 245 Accounts Receivable 73 46 Inventories 135 133 Accounts Payable 35 21 Long-Term Debt 297 300 Cash Flow from Operations (15) 16 DSO (days) 60 36 DOI 185 177 DPO 47 28 Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

Q1 2020 Guidance 11 .. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP Revenue $95M - $120M $95M - $120M Gross Margin 39% - 41% 39% - 41% Operating Expenses ~$44M ~$37M Net Income (Loss) $(12M) - $(1M) $0 - $11M Earnings (Loss) Per Share $(0.24) - $(0.01) $0.00 - $0.22 Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

12 Business Update Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

Markets and Technologies High Performance Computing • Laser Annealing • Ion Beam Deposition & Etch AI / High Performance Computing • AP Lithography Photonics / 5G • MOCVD Cloud / Data Storage • Ion Beam Deposition & Etch Veeco applies unique know-how to solve unmet needs with the right technology for commercial scaling Megatrend Technology * Compound Semi includes LED, Lighting & Display AI – Artificial Intelligence 5G – Fifth Generation Wireless AP – Advanced Packaging 13 Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

2020 Priorities 14 Focus product lines ▪ Optimize R&D spending across Veeco portfolio ▪ Strengthen foundational businesses Extend core technologies ▪ Front End Semi ▪ Ion Beam ▪ Laser Anneal ▪ Photonics & RF (5G) ▪ MOCVD ▪ Wet Etch & Clean Strengthen leverage & profitability ▪ Reduce operating expenses ▪ Deliver strong gross margin Optimize our product portfolio while expanding into new markets to increase profitability Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

15 Q&A Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

16 Reconciliation Tables Q4 2019 Conference Call | © 2020 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. 17 17 Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

Supplemental Information—GAAP to Non-GAAP Reconciliation 18 Amounts may not calculate precisely due to rounding. 18 Q4 2019 Conference Call | © 2020 Veeco Instruments Inc. US$ millions Q3 19 Q4 19 2019 Net Sales $109.0 $113.2 $419.3 GAAP Gross Profit 42.2 45.0 158.2 GAAP Gross Margin 38.8% 39.7% 37.7% Add: Release of inventory fair value step-up for purchase accounting 1.3 - 1.3 Add: Share-Based Comp 0.4 0.5 1.9 Add: Depreciation of PP&E fair value step-up for purchase accounting -- 0.2 Non-GAAP Gross Profit $43.9 $45.5 $161.6 Non-GAAP Gross Margin 40.3% 40.2% 38.5% US$ millions, except per share amounts Q3 19 Q4 19 2019 GAAP Basic EPS (0.25) (0.69) (1.66) GAAP Diluted EPS (0.25) (0.69) (1.66) GAAP Net Income (Loss) (11.8) (32.9) (78.7) Add: Share-Based Comp 3.8 3.7 15.3 Add: Amortization 4.3 4.3 17.1 Add: Restructuring 1.8 2.1 6.0 Add: Asset Impairment - 4.0 4.0 Add: Release of inventory fair value step-up for purchase accounting 1.3 - 1.3 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 0.6 Add: Accelerated Depreciation -- 0.4 Add: Non-Cash Interest Expense 3.2 3.3 12.7 Add: Impairment of equity investment - 21.0 21.0 Add: Tax Adjustment from GAAP to Non-GAAP (0.1) (0.2) (0.8) Non-GAAP Net Income (Loss) 2.6 5.4 (1.3) Non-GAAP Basic EPS 0.06 0.11 (0.03) Non-GAAP Diluted EPS 0.05 0.11 (0.03) US$ millions Q3 19 Q4 19 2019 GAAP Net Income (Loss) $(11.8) $(32.9) $(78.7) Add: Share-Based Comp 3.8 3.7 15.3 Add: Amortization 4.3 4.3 17.1 Add: Restructuring 1.8 2.1 6.0 Add: Asset Impairment - 4.0 4.0 Add: Release of inventory fair value step-up for purchase accounting 1.3 - 1.3 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 0.6 Add: Accelerated Depreciation -- 0.4 Add: Interest Expense 4.3 4.7 17.4 Add: Impairment of equity investment - 21.0 21.0 Add: Tax expense (benefit) 0.1 0.4 0.8 Non-GAAP Operating Income (Loss) $4.0 $7.4 $5.1

Q4 2019 Actual: GAAP to Non-GAAP Reconciliation 19 Amounts may not calculate precisely due to rounding Q4 2019 Conference Call | © 2020 Veeco Instruments Inc. Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $113.2 $113.2 Gross Profit 45.0 0.5 45.5 Gross Margin 39.7% 40.2% Operating Expenses 51.8 (3.3) (4.3) (6.2) 38.0 Operating Income (Loss) (6.9) 3.7 4.3 6.2 7.4 Net Income (Loss) $(32.9) 3.7 4.3 30.3 $5.4 Income (Loss) Per Common Share: Basic $(0.69) $0.11 Diluted (0.69) 0.11 Weighted Average Number of Shares: Basic 47.5 47.5 Diluted 47.5 48.4 Other Non-GAAP Adjustments Restructuring 2.1 Asset Impairment 4.0 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.1 Subtotal 6.2 Non-Cash Interest Expense 3.3 Impairment of equity investment 21.0 Non-GAAP Tax Adjustment (0.2) Total Other 30.3

2019 Actual: GAAP to Non-GAAP Reconciliation 20 Amounts may not calculate precisely due to rounding Q4 2019 Conference Call | © 2020 Veeco Instruments Inc. Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $419.3 $419.3 Gross Profit 158.2 1.9 1.5 161.6 Gross Margin 37.7% 38.5% Operating Expenses 197.8 (13.4) (17.1) (10.8) 156.5 Operating Income (Loss) (39.6) 15.3 17.1 12.3 5.1 Net Income (Loss) $(78.7) 15.3 17.1 45.1 $(1.3) Income (Loss) Per Common Share: Basic $(1.66) $(0.03) Diluted (1.66) (0.03) Weighted Average Number of Shares: Basic 47.5 47.5 Diluted 47.5 47.5 Other Non-GAAP Adjustments Restructuring 6.0 Asset impairment 4.0 Release of inventory fair value step-up associated with the Ultratech purchase accounting 1.3 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.6 Accelerated depreciation 0.4 Subtotal 12.3 Non-Cash Interest Expense 12.7 Impairment of equity investment 21.0 Non-GAAP Tax Adjustment (0.8) Total Other 45.1

Q1 2020 Guidance: GAAP to Non-GAAP Reconciliation 21 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 $95–$120 $95–$120 Gross Profit 37–48 1 —— 38–49 Gross Margin 39%–41% 39%–41% Operating Expenses ~$44 2 4 1 ~$37 Operating Income (Loss) $(7)-$4 3 4 1 $1-$12 Net Income (Loss) $(12)–$(1) 3 4 5 $0–$11 Income (Loss) per Diluted Share $(0.24)–$(0.01) $0.00–$0.22 GAAP Net Income (Loss) $(12)–$(1) Share-Based Compensation 3 Amortization 4 Restructuring 1 Interest Expense, Net 4 Other 1 Non-GAAP Operating Income (Loss) $1–$12 Q4 2019 Conference Call | © 2020 Veeco Instruments Inc.

Ver:11072018 Thank You Veeco Instruments www.veeco.com

XML

Document and Entity Information	Feb. 13, 2020
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Feb. 13, 2020
Entity Registrant Name	VEECO INSTRUMENTS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-16244
Entity Tax Identification Number	11-2989601
Entity Address, Address Line One	Terminal Drive
Entity Address, City or Town	Plainview
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11803
City Area Code	516
Local Phone Number	677-0200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	VECO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000103145
Amendment Flag	false