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): August 8, 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 August 8, 2022, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended June 30, 2022. In connection with the release and the related conference call, Veeco posted a presentation relating to its second quarter 2022 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 August 8, 2022
99.2	Veeco Q2 2022 Conference Call Presentation August 8, 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.

August 8, 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 SECOND QUARTER 2022 FINANCIAL RESULTS

Second Quarter 2022 Highlights:

● Revenues of $164.0 million, compared with $146.3 million in the same period last year

● GAAP net income of $9.7 million, or $0.18 per diluted share, compared with $6.3 million, or $0.12 per diluted share in the same period last year

● Non-GAAP net income of $20.0 million, or $0.35 per diluted share, compared with $17.9 million, or $0.35 per diluted share in the same period last year

Plainview, N.Y., August 8, 2022 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its second quarter ended June 30, 2022. 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

GAAP Results	Q2 '22		Q2 '21
Revenue	$	164.0	$	146.3
Net income	$	9.7	$	6.3
Diluted earnings per share	$	0.18	$	0.12

Non-GAAP Results	Q2 '22		Q2 '21
Operating income	$	23.0	$	21.3
Net income	$	20.0	$	17.9
Diluted earnings per share	$	0.35	$	0.35

“We had another record revenue quarter in our semiconductor business with significant contributions coming from our laser annealing and advanced packaging lithography systems,” commented Bill Miller, Veeco’s Chief Executive Officer. “Demand is stemming predominantly from advanced and trailing node logic applications where Veeco’s semiconductor exposure is greatest. Our new San Jose facility is on track to be completed by the end of the third quarter, and the increased manufacturing footprint is enabling our semiconductor growth.”

“We’re experiencing success with the investments we’ve made in our evaluation program as demonstrated by the continued adoption of our technologies by leading customers. Looking ahead, the Veeco United team remains committed to achieving our full year 2022 targets.”

1

Guidance and Outlook

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

● Revenue is expected in the range of $160 million to $180 million

● GAAP diluted earnings per share are expected in the range of $0.14 to $0.30

● Non-GAAP diluted earnings per share are expected in the range of $0.32 to $0.48

Conference Call Information

A conference call reviewing these results has been scheduled for today, August 8, 2022 starting at 5:00pm ET. To join the call, dial 1-888-220-8474 (toll free) or 1-646-828-8193 and use passcode 6606156. 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 June 30,				Six months ended June 30,
	2022		2021		2022		2021
Net sales	$	163,999	$	146,344	$	320,425	$	280,059
Cost of sales		99,732		86,178		190,146		164,978
Gross profit		64,267		60,166		130,279		115,081
Operating expenses, net:
Research and development		26,016		22,553		50,133		44,398
Selling, general, and administrative		22,950		21,466		45,844		41,722
Amortization of intangible assets		2,505		2,976		5,009		6,330
Other operating expense (income), net		(27)		(81)		(47)		(36)
Total operating expenses, net		51,444		46,914		100,939		92,414
Operating income		12,823		13,252		29,340		22,667
Interest expense, net		(2,635)		(6,585)		(5,438)		(13,208)
Income before income taxes		10,188		6,667		23,902		9,459
Income tax expense (benefit)		533		319		917		617
Net income	$	9,655	$	6,348	$	22,985	$	8,842
Income per common share:
Basic	$	0.19	$	0.13	$	0.46	$	0.18
Diluted	$	0.18	$	0.12	$	0.43	$	0.17
Weighted average number of shares:
Basic		49,697		48,743		49,702		48,758
Diluted		59,455		53,942		59,521		53,539

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

	June 30,		December 31,
	2022		2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	116,916	$	119,747
Restricted cash		727		725
Short-term investments		113,159		104,181
Accounts receivable, net		126,881		109,609
Contract assets		17,367		18,293
Inventories		176,491		170,858
Prepaid expenses and other current assets		17,743		25,974
Total current assets		569,284		549,387
Property, plant and equipment, net		105,031		99,743
Operating lease right-of-use assets		26,405		28,813
Intangible assets, net		28,896		33,905
Goodwill		181,943		181,943
Deferred income taxes		1,639		1,639
Other assets		3,454		3,546
Total assets	$	916,652	$	898,976
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	47,074	$	44,456
Accrued expenses and other current liabilities		56,918		79,752
Customer deposits and deferred revenue		74,560		63,136
Income taxes payable		1,598		1,860
Current portion of long-term debt		20,120		—
Total current liabilities		200,270		189,204
Deferred income taxes		4,774		4,792
Long-term debt		254,055		229,438
Long-term operating lease liabilities		31,772		32,834
Other liabilities		5,044		5,080
Total liabilities		495,915		461,348
Total stockholders’ equity		420,737		437,628
Total liabilities and stockholders’ equity	$	916,652	$	898,976

Note on Reconciliation Tables

The below 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.

4

Reconciliation of GAAP to Non-GAAP Financial Data (Q2 2022)

(in thousands)
(unaudited)

				Non-GAAP Adjustments
				Share-Based
Three months ended June 30, 2022	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	163,999						$	163,999
Gross profit		64,267		1,251		654			66,172
Gross margin		39.2	%						40.3	%
Operating expenses		51,444		(5,027)	(2,505)	(719)			43,193
Operating income		12,823		6,278	2,505	1,373	^		22,979
Net income		9,655		6,278	2,505	1,537	^		19,975

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q2 2022)

(in thousands)
(unaudited)

Three months ended June 30, 2022
Transition expenses related to San Jose expansion project	$	1,313
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		60
Subtotal		1,373
Non-cash interest expense		239
Non-GAAP tax adjustment *		(75)
Total Other	$	1,537

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

Net Income per Common Share (Q2 2022)

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

	Three months ended June 30, 2022
	GAAP		Non-GAAP
Numerator:
Net income	$	9,655	$	19,975
Interest expense associated with convertible notes		1,273		2,467
Net income available to common shareholders	$	10,928	$	22,442
Denominator:
Basic weighted average shares outstanding		49,697		49,697
Effect of potentially dilutive share-based awards		816		816
Dilutive effect of 2023 Convertible Senior Notes		—		504
Dilutive effect of 2025 Convertible Senior Notes		—		5,521
Dilutive effect of 2027 Convertible Senior Notes (1)		8,942		6,771
Diluted weighted average shares outstanding		59,455		63,309
Net income per common share:
Basic	$	0.19	$	0.40
Diluted	$	0.18	$	0.35

⁽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.

5

Reconciliation of GAAP to Non-GAAP Financial Data (Q2 2021)

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

				Non-GAAP Adjustments
				Share-based
Three months ended June 30, 2021		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	146,344						$	146,344
Gross profit		60,166		650		31			60,847
Gross margin		41.1	%						41.6	%
Operating expenses		46,914		(3,717)	(2,976)	(671)			39,550
Operating income		13,252		4,367	2,976	702	^		21,297
Net income		6,348		4,367	2,976	4,214	^		17,905
Income per common share:
Basic	$	0.13						$	0.37
Diluted		0.12							0.35
Weighted average number of shares:
Basic		48,743							48,743
Diluted (1)		53,942							51,772

^ - 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 June 30, 2021 was $22.94, 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.

Other Non-GAAP Adjustments (Q2 2021)

(in thousands)
(unaudited)

Three months ended June 30, 2021
Transition expenses related to San Jose expansion project	$	609
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		93
Subtotal		702
Non-cash interest expense		3,586
Non-GAAP tax adjustment *		(74)
Total Other	$	4,214

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

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q2 2022 and 2021)

(in thousands)
(unaudited)

	Three months ended		Three months ended
	June 30, 2022		June 30, 2021
GAAP Net income	$	9,655	$	6,348
Share-based compensation		6,278		4,367
Amortization		2,505		2,976
Transition expenses related to San Jose expansion project		1,313		609
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		60		93
Interest (income) expense, net		2,635		6,585
Income tax expense (benefit)		533		319
Non-GAAP Operating income	$	22,979	$	21,297

6

Reconciliation of GAAP to Non-GAAP Financial Data (Q3 2022)

(in millions, except per share amounts)

(unaudited)

						Non-GAAP Adjustments
Guidance for the three months ending						Share-based
September 30, 2022	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	160	-	$	180				$	160	-	$	180
Gross profit		64	-		75	1	—	1		66	-		77
Gross margin		40%	-		42%					41%	-		43%
Operating expenses		53	-		55	(5)	(3)	(1)		45	-		47
Operating income		11	-		20	6	3	1		21	-		30
Net income	$	7	-	$	17	6	3	2	$	18	-	$	28
Income per diluted common share	$	0.14	-	$	0.30				$	0.32	-	$	0.48

Income per Diluted Common Share (Q3 2022)

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

Guidance for the three months ending September 30, 2022	GAAP					Non-GAAP
Numerator:
Net income	$	7	-	$	17	$	18	-	$	28
Interest expense associated with convertible notes		1			3		2			2
Net income available to common shareholders	$	8	-	$	20	$	20	-	$	30
Denominator:
Basic weighted average shares outstanding		50			50		50			50
Effect of potentially dilutive share-based awards		1			1		1			1
Dilutive effect of 2023 Convertible Senior Notes		—			—		—			—
Dilutive effect of 2025 Convertible Senior Notes		—			6		6			6
Dilutive effect of 2027 Convertible Senior Notes (1)		9			9		7			7
Diluted weighted average shares outstanding		60			66		64			64
Net income per common share:
Income per diluted common share	$	0.14	-	$	0.30	$	0.32	-	$	0.48

⁽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.

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q3 2022)

(in millions)
(unaudited)

Guidance for the three months ending September 30, 2022
GAAP Net income	$	7	-	$	17
Share-based compensation		6	-		6
Amortization		3	-		3
Interest expense, net		3	-		3
Other		2	-		1
Non-GAAP Operating income	$	21	-	$	30

Note: Amounts may not calculate precisely due to rounding.

7

EX-99.2

Exhibit 99.2

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 1 Veeco (Nasdaq: VECO) August 8, 2022 Q2 2022 Financial Results Conference Call

Q2 2022 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 ..

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 3 CEO Overview and Market Update Bill Miller

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 4 4 Q2 2022 Highlights $164M $23M 35¢ Revenue Non - GAAP Operating Income Diluted Non - GAAP EPS • Another record quarter of semiconductor revenue • Demand for our products continues to outpace supply – backlog growth • Published 2021 sustainability report • Supply chain challenges persist Solid quarterly results despite persistent supply chain challenges A reconciliation of GAAP to Non - GAAP financial measures can be found in the backup section of this presentation.

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 5 5 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

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 6 6 2022 Priorities – Executing Our Growth Plan Protect ▪ Capacity Expansion ▪ New technology evaluations ▪ Service capability ▪ Safety ▪ Culture ▪ 10% - 17% revenue growth ▪ Supply chain ▪ Quality ▪ Delivery ▪ Evaluations Growth & Profitability A transformed company on an accelerated growth trajectory Execute Innovate & Invest Strategy Execution

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 7 CFO Financial Review John Kiernan

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 8 8 Q2 2022 Revenue by Market & Region 60% 19% 13% 8% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 30% 35% 17% 17% EMEA China United States Rest of APAC $164M Revenue Trend ($M) Q2 21 Q1 22 Q2 22 Semiconductor 54 78 98 Compound Semi 24 37 31 Data Storage 52 22 22 Scientific & Other 16 20 14 Total 146 156 164 Amounts may not calculate precisely due to rounding. ROW is 1%

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 9 9 Q2 Operating Results In millions (except per share amounts) GAAP Non - GAAP Q1 22 Q2 22 Q1 22 Q2 22 Revenue $156.4 $164.0 $156.4 $164.0 Gross Profit 66.0 64.3 67.5 66.2 Gross Margin 42.2% 39.2% 43.1% 40.3% Operating Expenses 49.5 51.4 42.8 43.2 Operating Income 16.5 12.8 24.7 23.0 Net Income 13.3 9.7 21.7 20.0 Diluted Earnings Per Share $0.24 $0.18 $0.38 $0.35 Diluted Shares 65.3 59.5 63.6 63.3 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.

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 10 10 Balance Sheet and Cash Flow Highlights $ millions Q1 22 Q2 22 Cash & Short - Term Investments 232 231 Accounts Receivable 99 127 Inventories 179 176 Accounts Payable 56 47 Long - Term Debt Including Current Portion 274 274 Cash Flow from Operations 25 3 DSO (days) 57 70 DIO 174 160 DPO 57 43 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.

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 11 11 Q3 2022 Guidance GAAP Non - GAAP Revenue $160M - $180M $160M - $180M Gross Margin 40% - 42% 41% - 43% Operating Expenses $53M - $55M $45M - $47M Net Income $7M - $17M $18M - $28M Diluted Earnings Per Share $0.14 – $0.30 $0.32 - $0.48 A reconciliation of GAAP to Non - GAAP financial measures can be found in the backup section of this presentation.

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 12 Thank You Q&A

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 13 Backup and Financial Tables

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 14 14 Historical Revenue by End - Market $M 2019 2020 2021 2022 Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 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 77.6 97.5 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 37.1 31.1 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 21.6 21.5 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 20.1 13.8 Total 99.4 97.8 109.0 113.2 419.3 104.5 98.6 112.1 138.9 454.2 133.7 146.3 150.2 153.0 583.3 156.4 164.0 Amounts may not calculate precisely due to rounding.

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 15 15 Convertible Notes as of June 30, 2022 (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 $20M 2.7% $0.5M $0.1M $40.03 Convertible Notes Due Jan 2025 $133M $131M 3.5% $4.7M $0.5M $24.00 Convertible Notes Due June 2027 $125M $123M 3.75% $4.6M $0.4M $18.46 1 Total Convertible Debt $278M $274M 3.6% 2 $9.8M $1.0M

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 16 16 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 is now 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. 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

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 17 17 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 ..

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 18 18 Supplemental Information — GAAP to Non - GAAP Reconciliation Amounts may not calculate precisely due to rounding. In millions Q1 22 Q2 22 Net sales $156.4 $164.0 GAAP gross profit 66.0 64.3 GAAP gross margin 42.2% 39.2% Add: Share - based comp 0.9 1.3 Add: Other 0.5 0.7 Non - GAAP gross profit $67.5 $66.2 Non - GAAP gross margin 43.1% 40.3% In millions Q1 22 Q2 22 GAAP Net income $13.3 $9.7 Add: Share - b ased comp 4.5 6.3 Add: Amortization 2.5 2.5 Add: Transition expenses related to San Jose expansion project 1.2 1.3 Add: Depreciation of PP&E fair value step - up for purchase accounting 0.1 0.1 Add: Interest expense 2.8 2.6 Add: Tax expense (benefit) 0.4 0.5 Non - GAAP operating income $24.7 $23.0 In millions, except per share amounts Q1 22 Q2 22 GAAP Basic weighted average shares 49.6 49.7 GAAP Diluted weighted average shares 65.3 59.5 GAAP Basic EPS $0.27 $0.19 GAAP Diluted EPS $0.24 $0.18 GAAP Net income $13.3 $9.7 Add: Share - based comp 4.5 6.3 Add: Amortization 2.5 2.5 Add: Transition expenses related to San Jose expansion project 1.2 1.3 Add: Depreciation of PP&E fair value step - up for purchase accounting 0.1 0.1 Add: Non - cash interest expense 0.2 0.2 Add: Tax adjustment from GAAP to Non - GAAP (0.1) (0.1) Non - GAAP net income $21.7 $20.0 Non - GAAP basic EPS $0.44 $0.40 Non - GAAP diluted EPS $0.38 $0.35 Non - GAAP basic weighted average shares 49.6 49.7 Non - GAAP diluted weighted average shares 63.6 63.3

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 19 19 Reconciliation of GAAP to non - GAAP Financial Data Non - GAAP Adjustments GAAP Share - Based Compensation Amortization Other Non - GAAP Net Sales $164.0 $164.0 Gross Profit 64.3 1.3 — 0.7 66.2 Gross Margin 39.2% 40.3% Operating Expenses $51.4 (5.0) (2.5) (0.7) $43.2 Operating Income $12.8 6.3 2.5 1.4 $23.0 Net Income $9.7 6.3 2.5 1.5 $20.0 Q2 2022 Actual: GAAP to Non - GAAP Reconciliation (in millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non - GAAP Net Income $9.7 $20.0 Add: Interest on Convertible Senior Notes 1.3 2.5 Net income available to common shareholders 10.9 22.4 Basic weighted average common shares 49.7 49.7 Add: Dilutive effect of share - based awards 0.8 0.8 Add: Dilutive effect of 2023 Convertible Senior Notes - 0.5 Add: Dilutive effect of 2025 Convertible Senior Notes - 5.5 Add: Dilutive effect of 2027 Convertible Senior Notes 8.9 6.8 Diluted weighted average common shares 59.5 63.3 Basic income per common share $0.19 $0.40 Diluted income per common share $0.18 $0.35 Other Non - GAAP Adjustments Transition expenses related to San Jose expansion project $1.3 Depreciation of PPE fair value step - up associated with the Ultratech purchase accounting 0.1 Subtotal 1.4 Non - cash Interest Expense 0.2 Non - GAAP tax adjustment (0.1) Total Other $1.5

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 20 20 Reconciliation of GAAP to non - GAAP Financial Data Non - GAAP Adjustments GAAP Share - Based Compensation Amortization Other Non - GAAP Net Sales $160 – $180 $160 – $180 Gross Profit 64 – 75 1 — 1 66 – 77 Gross Margin 40% – 42% 41% – 43% Operating Expenses $53 – $55 (5) (3) (1) $45 – $47 Operating Income $11 – $20 6 3 1 $21 – $30 Net Income $7 – $17 6 3 2 $18 – $28 Income per Diluted Share $0.14 – $0.30 $0.32 – $0.48 Q3 2022 Guidance (in millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non - GAAP Net Income $7 – $17 $18 – $28 Add: Interest on Convertible Senior Notes 1 - 3 2 Net income available to common shareholders 8 - 20 20 - 30 Basic weighted average common shares 50 50 Add: Dilutive effect of share - based awards 1 1 Add: Dilutive effect of 2023 Convertible Senior Notes - - Add: Dilutive effect of 2025 Convertible Senior Notes 0 - 6 6 Add: Dilutive effect of 2027 Convertible Senior Notes 9 7 Diluted weighted average common shares 60 - 66 64 Income per diluted common share $0.14 - $0.30 $0.32 - $0.48 Reconciliation of GAAP Net Income to non - GAAP Operating Income GAAP Net Income $7 – $17 Share - Based Compensation 6 Amortization 3 Interest Expense, Net 3 Other 2 - 1 Non - GAAP Operating Income $21 – $30

XML

Document and Entity Information	Aug. 08, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 08, 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