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 16, 2022

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 16, 2022, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2021. In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter and fiscal year 2021 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 16, 2022
99.2	Veeco Q4 and FY 2021 Conference Call Presentation February 16, 2022
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 16, 2022	VEECO INSTRUMENTS INC.
	By:	/s/ Kirk Mackey
	Name: Kirk Mackey
	Title: Vice President, General Counsel

2

EX-99.1

EXHIBIT 99.1

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2021 FINANCIAL RESULTS

Fourth Quarter 2021 Highlights:

● Revenues of $153.0 million, compared with $138.9 million in the same period last year

● GAAP net income of $8.2 million, or $0.15 per diluted share, compared with a net loss of $0.1 million, or $(0.00) per diluted share in the same period last year

● Non-GAAP net income of $22.6 million, or $0.43 per diluted share, compared with $15.0 million, or $0.30 per diluted share in the same period last year

Full Year 2021 Highlights:

● Revenues of $583.3 million, compared with $454.2 million last year

● GAAP net income of $26.0 million, or $0.49 per diluted share, compared with a net loss of $8.4 million, or $(0.17) per diluted share last year

● Non-GAAP net income of $73.6 million, or $1.43 per diluted share, compared with $42.3 million, or $0.86 per diluted share last year

Plainview, N.Y., February 16, 2022 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2021. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.  

U.S. Dollars in millions, except per share data

	4th Quarter				Full Year
GAAP Results	Q4 '21		Q4 '20		2021		2020
Revenue	$	153.0	$	138.9	$	583.3	$	454.2
Net income (loss)	$	8.2	$	(0.1)	$	26.0	$	(8.4)
Diluted earnings (loss) per share	$	0.15	$	(0.00)	$	0.49	$	(0.17)

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

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

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

1

Guidance and Outlook

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

● Revenue is expected in the range of $145 million to $165 million

● GAAP diluted earnings per share are expected in the range of $0.15 to $0.32

● Non-GAAP diluted earnings per share are expected in the range of $0.28 to $0.44

The above issued guidance takes into account the impact of the adoption of ASU 2020-06, effective January 1, 2022, which includes the reduction of non-cash interest expense for GAAP purposes, and the calculation of diluted earnings per share using the if-converted method for both GAAP and non-GAAP purposes. Please refer to the tables at the end of this press release for further details.

Conference Call Information

A conference call reviewing these results has been scheduled for today, February 16, 2022 starting at 5:00pm ET. To join the call, dial 1-888-220-8451 (toll free) or 1-646-828-8193 and use passcode 9212833. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco's website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

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

Forward-looking Statements

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

-financial tables attached-

Veeco Contacts:

Investors:Anthony Bencivenga (516) 252-1438abencivenga@veeco.com

Media:Kevin Long (516) 714-3978klong@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,
	2021		2020		2021		2020
Net sales	$	152,972	$	138,946	$	583,277	$	454,163
Cost of sales		88,949		82,101		341,003		259,863
Gross profit		64,023		56,845		242,274		194,300
Operating expenses, net:
Research and development		22,283		21,417		88,680		78,994
Selling, general, and administrative		21,211		20,710		84,536		76,251
Amortization of intangible assets		2,974		3,831		12,280		15,333
Restructuring		—		—		—		1,097
Asset impairment		—		—		—		281
Other operating expense (income), net		(71)		281		68		(221)
Total operating expenses, net		46,397		46,239		185,564		171,735
Operating income (loss)		17,626		10,606		56,710		22,565
Interest expense, net		(5,799)		(6,516)		(26,020)		(23,188)
Other income (expense), net		(5,010)		(4,794)		(5,010)		(7,841)
Income (loss) before income taxes		6,817		(704)		25,680		(8,464)
Income tax expense (benefit)		(1,387)		(602)		(358)		(73)
Net income (loss)	$	8,204	$	(102)	$	26,038	$	(8,391)
Income (loss) per common share:
Basic	$	0.17	$	(0.00)	$	0.53	$	(0.17)
Diluted	$	0.15	$	(0.00)	$	0.49	$	(0.17)
Weighted average number of shares:
Basic		49,187		48,340		49,073		48,362
Diluted		54,931		48,340		53,643		48,362

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

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

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

^ - See table below for additional details.

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

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

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

* - The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

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

^ - See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

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

* - The ‘with or without’ method is utilized to determine the income tax effect of all Non-GAAP adjustments.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

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

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

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

^ - See table below for additional details.

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

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

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

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

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

^ - See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

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

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

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

This table includes financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

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

Veeco Instruments Inc. and Subsidiaries

Income (Loss) per Diluted Common Share

(in millions, except per share amounts)
(unaudited)

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

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

11

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (Loss)

(in millions)
(unaudited)

Guidance for the three months ending March 31, 2022
GAAP Net income (loss)	$	7	-	$	18
Share-based compensation		4	-		4
Amortization		3	-		3
Interest expense, net		3	-		3
Other		1	-		1
Non-GAAP Operating income (loss)	$	18	-	$	29

Note: Amounts may not calculate precisely due to rounding.

These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, and certain integration costs.

These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors’ operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating income (loss), which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

12

EX-99.2

Exhibit 99.2

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 1 Veeco (Nasdaq: VECO) February 16, 2022 Q4 & FY 2021 Financial Results Conference Call

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 2 2 Safe Harbor This presentation contains “forward - looking statements”, within the meaning of the safe harbor provisions of the U .. S .. Private Securities Litigation Reform Act of 1995 , as amended, that are based on management’s expectations, estimates, projections and assumptions .. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward - looking statements .. Forward - looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, the impact of the COVID - 19 pandemic, our ongoing transformation initiative and the effects thereof on our operations and financial results ; and other statements that are not historical facts .. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance .. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation : the level of demand for our products ; global economic and industry conditions ; the effects of regional or global health epidemics, including the effects of the COVID - 19 pandemic on the Company’s operations and on those of our customers and suppliers ; global trade issues, including the ongoing trade disputes between the U .. S .. and China, and changes in trade and export license policies ; our dependency on third - party suppliers and outsourcing partners ; the timing of customer orders ; our ability to develop, deliver and support new products and technologies ; our ability to expand our current markets, increase market share and develop new markets ; the concentrated nature of our customer base ; our ability to obtain and protect intellectual property rights in key technologies ; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees ; the variability of results among products and end - markets, and our ability to accurately forecast future results, market conditions, and customer requirements ; the impact of our indebtedness, including our convertible senior notes and our capped call transactions ; and other risks and uncertainties described in our SEC filings on Forms 10 - K, 10 - Q and 8 - K, and from time - to - time in our other SEC reports .. All forward - looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this presentation .. The Company does not undertake any obligation to update or publicly revise any forward - looking statements to reflect events, circumstances or changes in expectations after the date of this presentation ..

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 3 CEO Overview Bill Miller

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 4 4 2021 – A Year of Progress Solidly Executing Multi - Year Growth Strategy ✓ R&D investments in laser annealing, IBD for semi, power, photonics ✓ Robust evaluation program in place ✓ San Jose expansion – shipped first systems ✓ Enhanced service offerings and capability Achieved Highly Leveraged Growth ✓ Profitability grew faster than revenue ✓ Record revenue in semiconductor market ✓ Record revenue with our wet processing systems Improved Capital Structure and Financial Flexibility ✓ Repurchased portion of convertible notes ✓ Entered into revolving credit facility Published 3 to 5 year Financial Model ✓ $800M in Revenue ✓ 45% Non - GAAP Gross Margin ✓ 20% Non - GAAP Operating Income Commitment to Culture and Corporate Responsibility ✓ Enhanced Board & corporate governance with racially diverse Board member; appointed to governance committee ✓ Published 2 nd sustainability report highlighting commitment to ESG ✓ Bolstered Veeco United culture IBD – Ion Beam Deposition A reconciliation of GAAP to Non - GAAP financial measures can be found in the backup section of this presentation.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 5 5 FY 2021 Highlights $583M $87M $1.43 Revenue Non - GAAP Operating Income Diluted Non - GAAP EPS • 28% top line growth • 65% growth in Non - GAAP operating income • 66% growth in Diluted Non - GAAP EPS • 58% growth in CFFO, $68M • 1.13 Book to Bill ratio with strong ending backlog of $440M Solid full - year execution in a challenging environment A reconciliation of GAAP to Non - GAAP financial measures can be found in the backup section of this presentation.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 6 6 Q4 2021 Highlights $153M $25M 43¢ Revenue Non - GAAP Operating Income Diluted Non - GAAP EPS • Top line driven primarily by semiconductor market • Continued investment for growth • $17M in cashflow from operations Solid quarterly results driving momentum into 2022 A reconciliation of GAAP to Non - GAAP financial measures can be found in the backup section of this presentation.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 7 CFO Financial Review John Kiernan

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 8 8 FY 2021 Revenue by Market & Region 43% 18% 29% 10% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 35% 38% 18% 9% EMEA China United States Rest of APAC $583M Revenue Trend ($M) FY 19 FY 20 FY 21 Semiconductor 176 166 247 Compound Semi 86 108 107 Data Storage 84 123 169 Scientific & Other 74 57 60 Total 419 454 583 Rest of World is less than 1% Amounts may not calculate precisely due to rounding.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 9 9 Q4 2021 Revenue by Market & Region 43% 23% 24% 10% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 26% 37% 25% 12% EMEA China United States Rest of APAC $153M Revenue Trend ($M) Q4 20 Q3 21 Q4 21 Semiconductor 57 76 65 Compound Semi 45 23 35 Data Storage 19 39 36 Scientific & Other 17 11 16 Total 139 150 153 Rest of World is less than 1% Amounts may not calculate precisely due to rounding.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 10 10 FY Operating Results In millions (except per share amounts) GAAP Non - GAAP FY 20 FY 21 FY 20 FY 21 Revenue $454.2 $583.3 $454.2 $583.3 Gross Profit 194.3 242.3 196.5 245.1 Gross Margin 42.8% 41.5% 43.3% 42.0% Operating Expenses 171.7 185.6 144.0 158.5 Operating Income 22.6 56.7 52.5 86.6 Net Income / (Loss) (8.4) 26.0 42.3 73.6 Diluted Earnings/(Loss) Per Share ($0.17) $0.49 $0.86 $1.43 Diluted Shares 48.4 53.6 49.3 51.5 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. Strong revenue growth with significant operating leverage

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 11 11 Q4 Operating Results In millions (except per share amounts) GAAP Non - GAAP Q3 21 Q4 21 Q3 21 Q4 21 Revenue $150.2 $153.0 $150.2 $153.0 Gross Profit 63.2 64.0 63.9 64.9 Gross Margin 42.0% 41.9% 42.6% 42.4% Operating Expenses 46.8 46.4 39.6 40.0 Operating Income 16.4 17.6 24.3 24.9 Net Income 9.0 8.2 20.5 22.6 Diluted Earnings Per Share $0.17 $0.15 $0.40 $0.43 Diluted Shares 53.8 54.9 51.7 52.8 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. Solid execution – entering 2022 with strong momentum

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 12 12 Balance Sheet and Cash Flow Highlights $ millions Q4 20 Q3 21 Q4 21 Cash & Short - Term Investments 320 336 225 Accounts Receivable 80 87 110 Inventories 146 171 171 Accounts Payable 34 49 44 Long - Term Debt 321 332 229 Cash Flow from Operations 15 30 17 DSO (days) 52 52 64 DIO 159 173 173 DPO 37 51 46 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. Cash used for partial repurchase of 2023 convertible notes

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 13 13 Convertible Notes as of December 31, 2021 (1) Conversion price for 2027 Convertible Notes includes the effect of the Capped Call transaction (2) Weighted average (3) Reflects the adoption of ASU 2020 - 06, effective January 1, 2022 Amounts may not calculate precisely due to rounding. Convertible Debt Principal Amount Carrying Value Coupon Annual Cash Interest Annual Non - Cash Interest 3 Initial Conversion Price Convertible Notes Due Jan 2023 $20M $19M 2.7% $0.5M $0.1M $40.03 Convertible Notes Due Jan 2025 $133M $115M 3.5% $4.7M $0.5M $24.00 Convertible Notes Due June 2027 $125M $95M 3.75% $4.7M $0.4M $18.46 1 Total Convertible Debt $278M $229M 3.6% 2 $9.9M $1.0M

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 14 14 Q1 2022 Guidance GAAP Non - GAAP Revenue $145M - $165M $145M - $165M Gross Margin 41% - 43% 42% - 44% Operating Expenses $48M - $50M $42M - $44M Net Income $7M - $18M $15M - $26M Diluted Earnings Per Share $0.15 – $0.32 $0.28 - $0.44 A reconciliation of GAAP to Non - GAAP financial measures can be found in the backup section of this presentation.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 15 Market Update Bill Miller

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 16 16 Mobility and Immersive User Experience Connecting people on the move with technologies such as 5G, sensors, advanced displays The Cloud High speed communication and storage of enormous amounts of data Differentiated Technologies Aligned with Megatrends Compound Semiconductor Semiconductor Growth Markets Core Technologies Megatrends Laser Annealing AP Lithography Ion Beam Wet Processing MOCVD Transformation of the Automotive Industry Electrification and autonomous advancements High Performance Computing/AI Faster and more efficient computing to enable large scale data center applications and artificial intelligence Data Storage Ion Beam Deposition Ion Beam Etch AI – Artificial Intelligence 5G – Fifth generation wireless technology AP – Advanced Packaging MOCVD – Metal Organic Chemical Vapor Deposition

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 17 17 2022 Priorities – Executing Our Growth Plan Protect ▪ Capacity Expansion ▪ New technology evaluations ▪ Service capability ▪ Safety ▪ Culture ▪ 10% - 17% revenue ▪ +1 ppt gross margin ▪ Progress toward long term target model ▪ Supply chain ▪ Quality ▪ Delivery ▪ Evaluations Growth & Profitability A transformed company on an accelerated growth trajectory Execute Innovate & Invest Strategy Execution

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 18 Thank You Q&A

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 19 Backup and Financial Tables

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 20 20 Historical Revenue by End - Market $M 2019 2020 2021 Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Semiconductor 44.6 37.8 41.8 51.3 175.6 37.4 37.5 33.6 57.4 165.9 51.6 53.7 76.3 65.4 247.1 Compound Semi 15.0 16.4 26.3 28.1 85.9 18.4 17.8 26.6 45.2 107.9 24.8 24.2 23.3 34.7 107.0 Data Storage 19.6 22.7 24.1 17.6 84.1 38.9 28.3 36.9 19.2 123.3 41.0 52.0 39.3 36.5 168.8 Scientific & Other 20.2 20.8 16.6 16.2 73.8 9.8 15.1 15.0 17.1 57.0 16.4 16.4 11.4 16.3 60.5 Grand Total 99.4 97.8 109.0 113.2 419.3 104.5 98.6 112.1 138.9 454.2 133.7 146.3 150.2 153.0 583.3 Amounts may not calculate precisely due to rounding.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 21 21 Effect of New Accounting Standard for Convertible Notes on Diluted EPS (Effective Q1 2022) Based upon current Notes outstanding. The above calculations are intended to be estimates only, and reflect the use of the if - co nverted method for diluted EPS purposes, which the Company will be required to use upon adoption of ASU 2020 - 06, effective Q1 2022. The EPS thresholds mentioned above represent various ranges at which some of our Notes may become di lutive. No shares are added for dilution purposes if the addition of such shares (and reduced interest expense) would be anti - dilutive. * The non - GAAP incremental dilutive shares includes the impact of the Company’s capped call transactions issued concurrently wit h our 2027 Notes, and assumes an average per share stock price above $18.46. ** Incremental dilutive shares should be added to the weighted average basic shares outstanding to reflect the if - converted meth od of accounting, replacing the dilution assumed using the current treasury stock method of accounting. Quarterly GAAP Non - GAAP* EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) ≥ $0.14 < $0.23 $1,272 8,942 ≥ $0.17 < $0.21 $1,172 6,771 ≥ $0.23 < $0.32 $2,544 14,463 ≥ $0.21 < $0.27 $2,331 12,292 ≥ $0.32 $2,704 14,967 ≥ $0.27 $2,467 12,796 Annual GAAP Non - GAAP* EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) ≥ $0.57 < $0.92 $5,096 8,942 ≥ $0.69 < $0.84 $4,688 6,771 ≥ $0.92 < $1.27 $10,190 14,463 ≥ $0.84 < $1.08 $9,325 12,292 ≥ $1.27 $10,832 14,967 ≥ $1.08 $9,870 12,796

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 22 22 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 ..

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 23 23 Supplemental Information — GAAP to Non - GAAP Reconciliation In millions Q3 21 Q4 21 2021 2020 Net sales $150.2 $153.0 $583.3 $454.2 GAAP gross profit 63.2 64.0 242.3 194.3 GAAP gross margin 42.0% 41.9% 41.5% 42.8% Add: Release of inventory fair value step - up for purchase accounting - - - 0.3 Add: Share - based comp 0.6 0.6 2.4 1.9 Add: Other 0.1 0.2 0.4 - Non - GAAP gross profit $63.9 $64.9 $245.1 $196.5 Non - GAAP gross margin 42.6% 42.4% 42.0% 43.3% In millions Q3 21 Q4 21 2021 2020 GAAP Net income (loss) $9.0 $8.2 $26.0 $(8.4) Add: Share - b ased comp 4.1 3.5 15.2 12.7 Add: Amortization 3.0 3.0 12.3 15.3 Add: Restructuring - - - 1.1 Add: Asset impairment - - - 0.3 Add: Release of inventory fair value step - up for purchase accounting - - - 0.3 Add: Transition expenses related to San Jose expansion project 0.7 0.7 2.0 - Add: Depreciation of PP&E fair value step - up for purchase accounting 0.1 0.1 0.3 0.2 Add: Interest expense 7.0 5.8 26.0 23.2 Add: Other (income) expense, net - 5.0 5.0 7.8 Add: Tax expense (benefit) 0.4 (1.4) (0.4) (0.1) Non - GAAP operating income (loss) $24.3 $24.9 $86.6 $52.5 In millions, except per share amounts Q3 21 Q4 21 2021 2020 GAAP Basic weighted average shares 49.0 49.2 49.1 48.4 GAAP Diluted weighted average shares 53.8 54.9 53.6 48.4 GAAP Basic EPS $0.18 $0.17 $0.53 $(0.17) GAAP Diluted EPS $0.17 $0.15 $0.49 $(0.17) GAAP Net income (loss) $9.0 $8.2 $26.0 $(8.4) Add: Share - based comp 4.1 3.5 15.2 12.7 Add: Amortization 3.0 3.0 12.3 15.3 Add: Restructuring - - - 1.1 Add: Asset impairment - - - 0.3 Add: Release of inventory fair value step - up for purchase accounting - - - 0.3 Add: Transition expenses related to San Jose expansion project 0.7 0.7 2.0 - Add: Depreciation of PP&E fair value step - up for purchase accounting 0.1 0.1 0.3 0.2 Add: Non - cash interest expense 3.7 3.1 13.8 13.8 Add: Other (income) expense, net - 5.0 5.0 7.8 Add: Tax adjustment from GAAP to Non - GAAP (0.1) (0.9) (1.1) (0.8) Non - GAAP net income (loss) $20.5 $22.6 $73.6 $42.3 Non - GAAP basic EPS $0.42 $0.46 $1.50 $0.88 Non - GAAP diluted EPS $0.40 $0.43 $1.43 $0.86 Non - GAAP basic weighted average shares 49.0 49.2 49.1 48.4 Non - GAAP diluted weighted average shares 51.7 52.8 51.5 49.3 In millions Q3 21 Q4 21 2021 2020 GAAP operating expenses $46.8 $46.4 $185.6 $171.7 Share - based compensation (3.5) (2.9) (12.9) (10.8) Amortization (3.0) (3.0) (12.3) (15.3) Other (0.6) (0.5) (1.9) (1.5) Non - GAAP operating expenses $39.6 $40.0 $158.5 $144.0 Amounts may not calculate precisely due to rounding.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 24 24 Q4 2021 Actual: GAAP to Non - GAAP Reconciliation Non - GAAP Adjustments In millions, except per share amounts GAAP Share - Based Compensation Amortization Other Non - GAAP Net Sales $153.0 $153.0 Gross Profit 64.0 0.6 0.2 64.9 Gross Margin 41.9% 42.4% Operating Expenses 46.4 (2.9) (3.0) (0.5) 40.0 Operating Income (Loss) 17.6 3.5 3.0 0.8 24.9 Net Income (Loss) $8.2 3.5 3.0 7.9 $22.6 Income (Loss) Per Common Share: Basic $0.17 $0.46 Diluted 0.15 0.43 Weighted Average Number of Shares: Basic 49.2 49.2 Diluted 54.9 52.8 Other Non - GAAP Adjustments Transition expenses related to San Jose expansion project 0.7 Depreciation of PP&E fair value step - up associated with the Ultratech purchase accounting 0.1 Subtotal 0.8 Non - Cash Interest Expense 3.1 Other (Income) Expense, net 5.0 Non - GAAP Tax Adjustment (0.9) Total Other 7.9 Amounts may not calculate precisely due to rounding.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 25 25 FY 2021 Actual: GAAP to Non - GAAP Reconciliation Non - GAAP Adjustments In millions, except per share amounts GAAP Share - Based Compensation Amortization Other Non - GAAP Net Sales $583.3 $583.3 Gross Profit 242.3 2.4 0.4 245.1 Gross Margin 41.5% 42.0% Operating Expenses 185.6 (12.9) (12.3) (1.9) 158.5 Operating Income (Loss) 56.7 15.2 12.3 2.4 86.6 Net Income (Loss) $26.0 15.2 12.3 20.1 $73.6 Income (Loss) Per Common Share: Basic $0.53 $1.50 Diluted 0.49 1.43 Weighted Average Number of Shares: Basic 49.1 49.1 Diluted 53.6 51.5 Other Non - GAAP Adjustments Transition expenses related to San Jose expansion project 2.0 Depreciation of PP&E fair value step - up associated with the Ultratech purchase accounting 0.3 Subtotal 2.4 Non - Cash Interest Expense 13.8 Other (Income) Expense, net 5.0 Non - GAAP Tax Adjustment (1.1) Total Other 20.1 Amounts may not calculate precisely due to rounding.

Q4 2021 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 26 26 Reconciliation of GAAP to non - GAAP Financial Data Non - GAAP Adjustments GAAP Share - Based Compensation Amortization Other Non - GAAP Net Sales $145 – $165 $145 – $165 Gross Profit 58 – 71 1 — 1 60 – 73 Gross Margin 41% – 43% 42% – 44% Operating Expenses $48 – $50 (3) (3) (1) $42 – $44 Operating Income (Loss) $10 – $21 4 3 1 $18 – $29 Net Income (Loss) $7 – $18 4 3 1 $15 – $26 Income (Loss) per Diluted Share $0.15 – $0.32 $0.28 – $0.44 Q1 2022 Guidance (in millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income (Loss) per Diluted Common Share GAAP Non - GAAP Net Income (loss) $7 – $18 $15 – $26 Add: Interest on Convertible Senior Notes 2 - 3 2 - 2 Net income available to common shareholders 9 - 21 17 - 28 Basic weighted average common shares 49 49 Add: Dilutive effect of share - based awards 2 - 2 2 - 2 Add: Dilutive effect of 2023 Convertible Senior Notes - - Add: Dilutive effect of 2025 Convertible Senior Notes 0 - 6 6 - 6 Add: Dilutive effect of 2027 Convertible Senior Notes 9 - 9 7 - 7 Diluted weighted average common shares 60 - 66 64 - 64 Income (loss) per diluted common share $0.15 - $0.32 $0.28 - $0.44 Reconciliation of GAAP Net Income to non - GAAP Operating Income GAAP Net Income (Loss) $7 – $18 Share - Based Compensation 4 Amortization 3 Interest Expense, Net 3 Other 1 Non - GAAP Operating Income (Loss) $18 – $29

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Document and Entity Information	Feb. 16, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 16, 2022
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