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 14, 2024

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 14, 2024, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2023. In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter and fiscal year 2023 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 14, 2024
99.2	Veeco Q4 & Fiscal Year 2023 Conference Call Presentation February 14, 2024
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 14, 2024	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 2023 FINANCIAL RESULTS

Fourth Quarter 2023 Highlights:

● Revenue of $173.9 million, compared with $153.8 million in the same period last year

● GAAP net income of $21.6 million, or $0.37 per diluted share, compared with $128.9 million, or $2.00 per diluted share in the same period last year

● Non-GAAP net income of $29.8 million, or $0.51 per diluted share, compared with $21.9 million, or $0.38 per diluted share in the same period last year

Fiscal Year 2023 Highlights:

● Revenue of $666.4 million, compared with $646.1 million in the same period last year

● GAAP net loss of $30.4 million, or $0.56 loss per diluted share, included a $97.1 million loss related to debt refinancing, compared with net income of $166.9 million, or $2.71 earnings per diluted share in the same period last year

● Non-GAAP net income of $98.3 million, or $1.69 per diluted share, compared with $89.6 million, or $1.57 per diluted share in the same period last year

Plainview, N.Y., February 14, 2024 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2023. 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 '23		Q4 '22		2023		2022
Revenue	$	173.9	$	153.8	$	666.4	$	646.1
Net income (loss)	$	21.6	$	128.9	$	(30.4)	$	166.9
Diluted earnings (loss) per share	$	0.37	$	2.00	$	(0.56)	$	2.71

	4th Quarter				Full Year
Non-GAAP Results	Q4 '23		Q4 '22		2023		2022
Operating income	$	32.1	$	23.8	$	109.6	$	99.8
Net income	$	29.8	$	21.9	$	98.3	$	89.6
Diluted earnings per share	$	0.51	$	0.38	$	1.69	$	1.57

“2023 was a critical year for Veeco, highlighted by our Semiconductor business outperforming WFE growth for the 3^rd consecutive year,” commented Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “I’m proud to say we successfully grew the business, improved profitability, and most importantly, laid the groundwork for future growth. We achieved a significant milestone by shipping evaluation systems for two important core technologies in Nanosecond Annealing and Ion Beam Deposition. These technologies enable our customers to fabricate devices that enable higher performance and reduced power consumption.”

1

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2024:

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

● GAAP diluted earnings per share are expected in the range of $0.22 to $0.33

● Non-GAAP diluted earnings per share are expected in the range of $0.36 to $0.46

Conference Call Information

A conference call reviewing these results has been scheduled for today, February 14, 2024 starting at 5:00pm ET. To join the call, dial 1-877-407-8029 (toll-free) or 1-201-689-8029. 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 laser annealing, ion beam, chemical vapor deposition (CVD), metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography 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, 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; 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; 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; 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 Pappone (516) 500-8798apappone@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,
	2023		2022		2023		2022
Net sales	$	173,924	$	153,799	$	666,435	$	646,137
Cost of sales		95,269		90,881		381,376		382,989
Gross profit		78,655		62,918		285,059		263,148
Operating expenses, net:
Research and development		29,091		26,327		112,853		103,565
Selling, general, and administrative		23,493		20,965		92,756		88,952
Amortization of intangible assets		2,123		2,505		8,481		10,018
Other operating expense (income), net		(235)		(271)		1,029		317
Total operating expenses, net		54,472		49,526		215,119		202,852
Operating income		24,183		13,392		69,940		60,296
Interest expense, net		—		(1,558)		(1,187)		(9,311)
Other income (expense), net		—		—		(97,091)		—
Income (loss) before income taxes		24,183		11,834		(28,338)		50,985
Income tax expense (benefit)		2,546		(117,081)		2,030		(115,957)
Net income (loss)	$	21,637	$	128,915	$	(30,368)	$	166,942
Income (loss) per common share:
Basic	$	0.39	$	2.58	$	(0.56)	$	3.35
Diluted	$	0.37	$	2.00	$	(0.56)	$	2.71
Weighted average number of shares:
Basic		55,537		49,912		53,769		49,906
Diluted		59,821		65,684		53,769		65,607

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

	December 31,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	158,781	$	154,925
Restricted cash		339		547
Short-term investments		146,664		147,488
Accounts receivable, net		103,018		124,221
Contract assets		24,370		16,507
Inventories		237,635		206,908
Prepaid expenses and other current assets		35,471		18,305
Total current assets		706,278		668,901
Property, plant and equipment, net		118,459		107,281
Operating lease right-of-use assets		24,377		26,467
Intangible assets, net		43,945		23,887
Goodwill		214,964		181,943
Deferred income taxes		117,901		116,349
Other assets		3,117		3,355
Total assets	$	1,229,041	$	1,128,183
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	42,383	$	52,049
Accrued expenses and other current liabilities		57,624		56,031
Contract liabilities		118,026		127,223
Income taxes payable		—		2,432
Current portion of long-term debt		—		20,169
Total current liabilities		218,033		257,904
Deferred income taxes		6,552		1,285
Long-term debt		274,941		254,491
Long-term operating lease liabilities		31,529		33,581
Other liabilities		25,544		3,098
Total liabilities		556,599		550,359
Total stockholders’ equity		672,442		577,824
Total liabilities and stockholders’ equity	$	1,229,041	$	1,128,183

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 (Q4 2023)

(in thousands)
(unaudited)

				Non-GAAP Adjustments
				Share-Based
Three months ended December 31, 2023	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	173,924						$	173,924
Gross profit		78,655		334					78,989
Gross margin		45.2	%						45.4	%
Operating expenses		54,472		(5,845)	(2,123)	363			46,867
Operating income		24,183		6,179	2,123	(363)	^		32,122
Net income		21,637		6,179	2,123	(116)	^		29,823

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q4 2023)

(in thousands)
(unaudited)

Three months ended December 31, 2023
Changes in contingent consideration	$	(465)
Other		102
Subtotal		(363)
Non-cash interest expense		294
Non-GAAP tax adjustment *		(47)
Total Other	$	(116)

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

Net Income per Common Share (Q4 2023)

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

	Three months ended December 31, 2023
	GAAP		Non-GAAP
Numerator:
Net income	$	21,637	$	29,823
Interest expense associated with 2025 and 2027 Convertible Senior Notes		511		466
Net income available to common shareholders	$	22,148	$	30,289
Denominator:
Basic weighted average shares outstanding		55,537		55,537
Effect of potentially dilutive share-based awards		1,391		1,391
Dilutive effect of 2025 Convertible Senior Notes		1,104		1,104
Dilutive effect of 2027 Convertible Senior Notes (1)		1,789		1,355
Diluted weighted average shares outstanding		59,821		59,387
Net income per common share:
Basic	$	0.39	$	0.54
Diluted	$	0.37	$	0.51

⁽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 (Q4 2022)

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

				Non-GAAP Adjustments
				Share-based
Three months ended December 31, 2022		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	153,799						$	153,799
Gross profit		62,918		1,167		1,011			65,096
Gross margin		40.9	%						42.3	%
Operating expenses		49,526		(4,858)	(2,505)	(821)			41,342
Operating income		13,392		6,025	2,505	1,832	^		23,754
Net income		128,915		6,025	2,505	(115,554)	^		21,891

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q4 2022)

(in thousands)
(unaudited)

Three months ended December 31, 2022
Transition expenses related to San Jose expansion project	$	1,788
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		44
Subtotal		1,832
Non-cash interest expense		244
Release of valuation allowance on deferred tax assets		(104,971)
Non-GAAP tax adjustment *		(12,659)
Total Other	$	(115,554)

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

Net Income per Common Share (Q4 2022)

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

	Three months ended December 31, 2022
	GAAP		Non-GAAP
Numerator:
Net income	$	128,915	$	21,891
Interest expense associated with convertible notes		2,712		2,467
Net income available to common shareholders	$	131,627	$	24,358
Denominator:
Basic weighted average shares outstanding		49,912		49,912
Effect of potentially dilutive share-based awards		805		805
Dilutive effect of 2023 Convertible Senior Notes		504		504
Dilutive effect of 2025 Convertible Senior Notes		5,521		5,521
Dilutive effect of 2027 Convertible Senior Notes (1)		8,942		6,771
Diluted weighted average shares outstanding		65,684		63,513
Net income per common share:
Basic	$	2.58	$	0.44
Diluted	$	2.00	$	0.38

⁽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.

6

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q4 2023 and 2022)

(in thousands)
(unaudited)

	Three months ended		Three months ended
	December 31, 2023		December 31, 2022
GAAP Net income	$	21,637	$	128,915
Share-based compensation		6,179		6,025
Amortization		2,123		2,505
Transition expenses related to San Jose expansion project		57		1,788
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		—		44
Changes in contingent consideration		(465)		—
Acquisition related		45		—
Interest (income) expense, net		—		1,558
Income tax expense (benefit)		2,546		(117,081)
Non-GAAP Operating income	$	32,122	$	23,754

Reconciliation of GAAP to Non-GAAP Financial Data (FY 2023)

(in thousands)
(unaudited)

				Non-GAAP Adjustments
				Share-based
For the year ended December 31, 2023		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	666,435						$	666,435
Gross profit		285,059		4,913		232			290,204
Gross margin		42.8	%						43.5	%
Operating expenses		215,119		(23,645)	(8,481)	(2,363)			180,630
Operating income		69,940		28,558	8,481	2,595	^		109,574
Net income (loss)		(30,368)		28,558	8,481	91,668	^		98,339

^ - See table below for additional details.

Other Non-GAAP Adjustments (FY 2023)

(in thousands)
(unaudited)

For the year ended December 31, 2023
Acquisition related	$	1,056
Changes in contingent consideration		701
Transition expenses related to San Jose expansion project		838
Subtotal		2,595
Non-cash interest expense		1,118
Other (income) expense, net		97,091
Non-GAAP tax adjustment *		(9,136)
Total Other	$	91,668

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

7

Net Income per Common Share (FY 2023)

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

	Year ended December 31, 2023
	GAAP		Non-GAAP
Numerator:
Net income (loss)	$	(30,368)	$	98,339
Interest expense associated with convertible notes		—		4,768
Net income (loss) available to common shareholders	$	(30,368)	$	103,107
Denominator:
Basic weighted average shares outstanding		53,769		53,769
Effect of potentially dilutive share-based awards		—		850
Dilutive effect of 2023 Convertible Senior Notes		—		21
Dilutive effect of 2025 Convertible Senior Notes		—		2,786
Dilutive effect of 2027 Convertible Senior Notes (1)		—		3,417
Diluted weighted average shares outstanding		53,769		60,843
Net income (loss) per common share:
Basic	$	(0.56)	$	1.83
Diluted	$	(0.56)	$	1.69

⁽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 to Non-GAAP Financial Data (FY 2022)

(in thousands)
(unaudited)

				Non-GAAP Adjustments
				Share-based
For the year ended December 31, 2022		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	646,137						$	646,137
Gross profit		263,148		4,551		3,300			270,999
Gross margin		40.7	%						41.9	%
Operating expenses		202,852		(18,443)	(10,018)	(3,212)			171,179
Operating income		60,296		22,994	10,018	6,512	^		99,820
Net income		166,942		22,994	10,018	(110,379)	^		89,575

^ - See table below for additional details.

8

Other Non-GAAP Adjustments (FY 2022)

(in thousands)
(unaudited)

For the year ended December 31, 2022
Transition expenses related to San Jose expansion project	$	6,202
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		310
Subtotal		6,512
Non-cash interest expense		962
Other (income) expense, net		(104,971)
Non-GAAP tax adjustment *		(12,882)
Total Other	$	(110,379)

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

Net Income per Common Share (FY 2022)

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

	Year ended December 31, 2022
	GAAP		Non-GAAP
Numerator:
Net income	$	166,942	$	89,575
Interest expense associated with convertible notes		10,832		9,870
Net income available to common shareholders	$	177,774	$	99,445
Denominator:
Basic weighted average shares outstanding		49,906		49,906
Effect of potentially dilutive share-based awards		734		734
Dilutive effect of 2023 Convertible Senior Notes		504		504
Dilutive effect of 2025 Convertible Senior Notes		5,521		5,521
Dilutive effect of 2027 Convertible Senior Notes (1)		8,942		6,771
Diluted weighted average shares outstanding		65,607		63,436
Net income per common share:
Basic	$	3.35	$	1.79
Diluted	$	2.71	$	1.57

⁽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.

9

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (FY 2023 and 2022)

(in thousands)
(unaudited)

	Year ended		Year ended
	December 31, 2023		December 31, 2022
GAAP Net income (loss)	$	(30,368)	$	166,942
Share-based compensation		28,558		22,994
Amortization		8,481		10,018
Acquisition related		1,056		—
Changes in contingent consideration		701		—
Transition expenses related to San Jose expansion project		838		6,202
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		—		310
Interest (income) expense, net		1,187		9,311
Other (income) expense, net		97,091		—
Income tax expense (benefit)		2,030		(115,957)
Non-GAAP Operating income (loss)	$	109,574	$	99,820

Reconciliation of GAAP to Non-GAAP Financial Data (Q1 2024)

(in millions, except per share amounts)

(unaudited)

						Non-GAAP Adjustments
Guidance for the three months ending						Share-based
March 31, 2024	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	160	-	$	180				$	160	-	$	180
Gross profit		68	-		78	1	—	—		69	-		79
Gross margin		42%	-		43%					43%	-		44%
Operating expenses		53	-		56	(6)	(2)	—		46	-		48
Operating income		15	-		22	7	2	—		24	-		31
Net income	$	13	-	$	20	7	2	(1)	$	21	-	$	27
Income per diluted common share	$	0.22	-	$	0.33				$	0.36	-	$	0.46

10

Income per Diluted Common Share (Q1 2024)

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

Guidance for the three months ending March 31, 2024	GAAP					Non-GAAP
Numerator:
Net income	$	13	-	$	20	$	21	-	$	27
Interest expense associated with convertible notes		—			—		—			—
Net income available to common shareholders	$	13	-	$	20	$	21	-	$	27
Denominator:
Basic weighted average shares outstanding		56			56		56			56
Effect of potentially dilutive share-based awards		1			1		1			1
Dilutive effect of 2025 Convertible Senior Notes		—			1		1			1
Dilutive effect of 2027 Convertible Senior Notes (1)		2			2		1			1
Dilutive effect of 2029 Convertible Senior Notes		1			1		1			1
Diluted weighted average shares outstanding		60			61		60			60
Net income per common share:
Income per diluted common share	$	0.22	-	$	0.33	$	0.36	-	$	0.46

⁽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 (Q1 2024)

(in millions)
(unaudited)

Guidance for the three months ending March 31, 2024
GAAP Net income	$	13	-	$	20
Share-based compensation		7	-		7
Amortization		2	-		2
Income tax expense (benefit)		2	-		2
Non-GAAP Operating income	$	24	-	$	31

Note: Amounts may not calculate precisely due to rounding.

11

EX-99.2

Exhibit 99.2

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 1 Veeco Instruments Q4 & FY 2023 Financial Results Conference Call February 14th, 2024

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 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, 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: global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; the level of demand for our products; global economic and industry conditions; global conflicts; 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; cybersecurity attacks and our ability to safeguard sensitive information and protect our intellectual property rights in key technologies; the effects of regional or global health epidemics; 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 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 3 Bill Miller, Ph.D. CEO Overview and Business Update

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 4 2023 – Executing Our Strategy Several Key Milestones Reached ✓ Launched NSA and IBD300 products ✓ SiC CVD technology advances toward tool demonstration Semiconductor Business Outperforms WFE ✓ Record Semiconductor revenue ✓ Shipped LSA systems to 1st DRAM customer despite industry wide CAPEX reductions ✓ Shipped LSA systems for HVM to 3rd leading logic customer Improved Profitability ✓ Gross margin expansion ✓ Growth in Non-GAAP operating income and EPS Strategic Investments Enable SAM Expansion ✓ Evaluation program is a top priority for 2024 A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. WFE – Wafer Fab Equipment HVM – High Volume Manufacturing NSA – Nanosecond Annealing LSA – Laser Spike Annealing SiC – Silicon Carbide CVD – Chemical Vapor Deposition IBD – Ion Beam Deposition SAM – Served Available Market

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 5 FY 2023 Financial Highlights $666M $110M $1.69 Revenue Non-GAAP Operating Income Diluted Non-GAAP EPS • Top and bottom-line growth with results near or above high-end of guidance • Record Semiconductor Revenue • 12% YoY growth in Semiconductor market • Margin improvement drives bottom line growth • Operating Income increases 10% YoY • Non-GAAP EPS increases 8% YoY Record Semiconductor Revenue drives top and bottom-line growth A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 6 Q4 Financial Highlights $174M $32M 0.51¢ Revenue Non-GAAP Operating Income Diluted Non-GAAP EPS • Strong top and bottom-line results • Sequential gross margin improvement • Continued strength in Semiconductor market • 17% sequential growth, led by Laser Annealing systems Strong results led by strength in Semiconductor Market

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 7 Market Update Core Technologies Laser Annealing Ion Beam Lithography Wet Epitaxy Processing Ion Beam Data Storage well-positioned to capitalize on long-term growth in cloud data from applications such as generative AI. Compound Semiconductor opportunity driven by Power Electronics and Photonics markets. Expecting several evaluation shipments in 2024. Semiconductor strength driven by LSA share gains. Mask blank business aligned with EUV industry’s roadmap. Expect LSA, NSA, and IBD300 to enable SAM expansion. Wet Processing NSA – Nanosecond Annealing LSA – Laser Spike Annealing IBD – Ion Beam Deposition SAM – Served Available Market

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 8 Veeco Growth Technologies for Artificial Intelligence GPU Current PTOR • Laser-Spike Annealing (LSA) • IBD for EUV mask blanks Additional Future Opportunities • Nanosecond Annealing (NSA) • IBD300 for low resistivity metals High-Bandwidth Memory (HBM) DRAM Current PTOR • Laser-Spike Annealing (LSA) Additional Future Opportunities • Nanosecond Annealing (NSA) • IBD300 for low resistivity metals Illustration of typical AI chip PTOR – Production Tool of Record TSV – Through Silicon Via GPU – Graphics Processing Unit EUV – Extreme Ultraviolet IBD – Ion Beam Deposition

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 9 Nanosecond Annealing Opportunity NSA to expand laser annealing to broad range of advanced node applications • Solidifies Veeco’s laser annealing leadership & helps drive the Semi industry roadmap • Shipped two NSA500TM evaluations to two leading logic customers in Q4 2023 • Opportunity to expand SAM in Logic and Memory • Low thermal budget steps including Backside Power Delivery and Contact Anneal for advanced nodes and 3D devices • Material Modification steps including void removal, recrystallization and grain growth • Potential for initial HVM orders in 2025 Temperature (°C) Time SAM – Served Available Market HVM – High Volume Manufacturing NSA (nanosecond) 1000 2000 LSA (sub millisecond) 100 NSA LSA Heating Depth 10nm-100nm ~100 μm Very shallow Heats full wafer Traditional Lamp Based (sub second) Traditional Lamp based Full wafer Illustration of Wafer Cross Section Future NSA – Nanosecond Annealing LSA – Laser Spike Annealing

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 10 IBD300– 300mm Front End Semi Opportunity Capitalizing on decades of experience and core IBD technology in Semiconductor market • Industry leader in Ion Beam Technology • Lower resistance metals essential for improved device performance & customer scaling • IBD displays lower resistivity vs traditional PVD based on Tier 1 customer data • Shipped two IBD300 evaluations to two leading memory customers in Q4 2023 • Potential for initial HVM orders in 2025 FUTURE IBD TODAY Traditional PVD Illustration of grain size and distribution Uniformly oriented large grains = lowest resistivity Non-uniform, randomly oriented grains of small size = higher resistivity IBD – Ion Beam Deposition PVD – Physical Vapor Deposition

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 11 John Kiernan CFO Financial Review

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 12 FY 2023 Revenue by Market & Region 13% 13% 12% 62% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 31% 24% 12% 33% EMEA United States Rest of APAC China $666M Revenue Trend ($M) FY 21 FY 22 FY 23 Semiconductor 247 369 413 Compound Semi 107 121 87 Data Storage 169 88 88 Scientific & Other 60 68 78 Total 583 646 666 Amounts may not calculate precisely due to rounding. ROW is negligible

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 13 FY Operating Results In millions (except per share amounts) GAAP Non-GAAP FY 22 FY 23 FY 22 FY 23 Revenue $646.1 $666.4 $646.1 $666.4 Gross Profit 263.1 285.1 271.0 290.2 Gross Margin 40.7% 42.8% 41.9% 43.5% Operating Expenses 202.9 215.1 171.2 180.6 Operating Income 60.3 69.9 99.8 109.6 Net Income (loss) $166.9 $(30.4)* $89.6 $98.3 Diluted Earnings Per Share $2.71 $(0.56)* $1.57 $1.69 Diluted Shares 65.6 53.8 63.4 60.8 * Net loss of $30.4 million or $0.56 per share was principally from a $97 million loss on extinguishment from refinancing a portion of our Convertible Notes. 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.

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 14 Q4 Revenue by Market & Region 66% 11% 13% 10% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 34% 22% 6% 38% EMEA APAC China United States $174M Revenue Trend ($M) Q4 22 Q3 23 Q4 23 Semiconductor 94 98 115 Compound Semi 25 26 16 Data Storage 17 34 19 Scientific & Other 18 20 23 Total 154 177 174 Amounts may not calculate precisely due to rounding. ROW is negligible

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 15 Q4 Operating Results In millions (except per share amounts) GAAP Non-GAAP Q3 23 Q4 23 Q3 23 Q4 23 Revenue $177.4 $173.9 $177.4 $173.9 Gross Profit 76.9 78.7 78.4 79.0 Gross Margin 43.3% 45.2% 44.2% 45.4% Operating Expenses 54.6 54.5 45.7 46.9 Operating Income 22.3 24.2 32.7 32.1 Net Income $24.6 $21.6 $31.0 $29.8 Diluted Earnings Per Share $0.42 $0.37 $0.53 $0.51 Diluted Shares 59.6 59.8 59.2 59.4 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.

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 16 Balance Sheet and Cash Flow Highlights $ millions Q4 22 Q3 23 Q4 23 Cash & Short-Term Investments 303 287 306 Accounts Receivable 124 122 103 Inventories 207 252 238 Accounts Payable 52 63 42 Long-Term Debt Including Current Portion 275 275 275 Cash Flow from Operations 33 7 29 DSO (days) 73 62 53 DIO (days) 196 222 231 DPO (days) 52 57 41 Capital Expenditures 3 6 11 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.

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 17 2024 Guidance A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP Revenue $160M - $180M $160M - $180M Gross Margin 42% - 43% 43% - 44% Operating Expenses $53M - $56M $46M - $48M Net Income / (Loss) $13M - $20M $21M - $27M Diluted Earnings / (Loss) Per Share $0.22 - $0.33 $0.36 - $0.46 Non-GAAP Revenue $680M - $740M Non-GAAP Diluted EPS $1.60 - $1.90 Q1 2024 FY 2024

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 18 Closing Remarks

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 19 Backup and Financial Tables

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 20 Historical Revenue by End-Market $M 2020 2021 2022 2023 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Semiconductor 165.9 51.6 53.7 76.3 65.4 247.1 77.6 97.5 100.4 93.8 369.4 93.1 106.3 98.2 115.2 412.7 Compound Semi 107.9 24.8 24.2 23.3 34.7 107.0 37.1 31.1 28.1 24.9 121.2 21.2 24.1 25.7 16.3 87.3 Data Storage 123.3 41.0 52.0 39.3 36.5 168.8 21.6 21.5 27.7 16.7 87.5 21.5 13.9 34.0 19.1 88.5 Scientific & Other 57.0 16.4 16.4 11.4 16.3 60.5 20.1 13.8 15.7 18.4 68.0 17.7 17.4 19.6 23.4 78.0 Total 454.2 133.7 146.3 150.2 153.0 583.3 156.4 164.0 171.9 153.8 646.1 153.5 161.6 177.4 173.9 666.4 Amounts may not calculate precisely due to rounding.

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 21 Convertible Notes – Outstanding * Conversion price for 2027 Convertible Notes includes the effect of the Capped Call transaction **Weighted average Convertible Notes Principal Amount Carrying Value Coupon Annual Cash Interest Annual Non-Cash Interest Initial Conversion Price Convertible Notes Due Jan 2025 $27M $26M 3.5% $0.9M $0.1M $24.00 Convertible Notes Due June 2027 25M 25M 3.75% 0.9M 0.1M 18.46* Convertible Notes Due June 2029 230M 224M 2.875% 6.6M 1.1M 29.22 Total Convertible Notes $282M $275M 3.0%** $8.4M $1.3M $27.77** As of December 31, 2023 Amounts may not calculate precisely due to rounding.

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 22 Effect of Convertible Notes on Diluted EPS (Effective Q4 2023) Based upon current 2025 and 2027 Convertible Notes outstanding. The above calculations are intended to be estimates only, and reflect the use of the if-converted method for diluted EPS purposes. The EPS thresholds mentioned above represent various ranges at which some of our Convertible Notes may become dilutive. 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 with our 2027 Convertible Notes, and assumes an average per share stock price above $18.46. ** The Company is required to settle the principal amount of the 2029 Convertible Notes in cash, and has the option to settle the excess above principal in any combination of cash or shares. As such, only “in-the-money” shares above the implied conversion price of $29.22 are added to the diluted share count, and there is no interest expense add-back to the numerator for purposes of calculating diluted EPS. 2025 and 2027 Convertible Notes 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 $257 1,788 ≥ $0.17 < $0.21 $234 1,354 ≥ $0.23 $513 2,893 ≥ $0.21 $466 2,458 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 < $0.93 $1,028 1,788 ≥ $0.69 < $0.84 $938 1,354 ≥ $0.93 $2,054 2,893 ≥ $0.84 $1,865 2,458 2029 Convertible Notes (GAAP and Non-GAAP)** Average Stock Price per Common Share Incremental Dilutive Shares (in thousands) $29.00 - $30.00 205 $31.00 452 $32.00 684 $33.00 902 $34.00 1,106 $35.00 1,300 $36.00 1,482 $37.00 1,655 $38.00 1,818 $39.00 1,974 $40.00 2,121 $41.00 2,261 $42.00 2,395 $43.00 2,522 $44.00 2,644 $45.00 2,760 Amounts may not calculate precisely due to rounding.

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 23 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 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 24 Supplemental Information—GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. $ millions Q3 23 Q4 23 2023 2022 Net sales $177.4 $173.9 $666.4 $646.1 GAAP gross profit 76.9 78.7 285.1 263.1 GAAP gross margin 43.3% 45.2% 42.8% 40.7% Add: Share-based comp 1.5 0.3 4.9 4.6 Add: Other - - 0.2 3.3 Non-GAAP gross profit $78.4 $79.0 $290.2 $271.0 Non-GAAP gross margin 44.2% 45.4% 43.5% 41.9% In millions Q3 23 Q4 23 2023 2022 GAAP Net income (loss) $24.6 $21.6 ($30.4) $166.9 Add: Share-based comp 7.4 6.2 28.6 23.0 Add: Amortization 2.1 2.1 8.5 10.0 Add: Transition expenses related to San Jose expansion project - - 0.8 6.2 Add: Changes in contingent consideration 0.8 (0.5) 0.7 - Add: Acquisition related 0.1 0.1 1.1 - Add: Depreciation of PP&E fair value step-up for purchase accounting - - - 0.3 Add: Interest expense (income) (0.3) - 1.2 9.3 Add: Other (income) expense, net - - 97.1 - Add: Tax expense (benefit) (2.1) 2.5 2.0 (116.0) Non-GAAP operating income $32.7 $32.1 $109.6 $99.8 $ millions, except per share amounts Q3 23 Q4 23 2023 2022 GAAP Basic weighted average shares 55.4 55.5 53.8 49.9 GAAP Diluted weighted average shares 59.6 59.8 53.8 65.6 GAAP Basic EPS $0.44 $0.39 ($0.56) $3.35 GAAP Diluted EPS $0.42 $0.37 ($0.56) $2.71 GAAP Net income (loss) $24.6 $21.6 ($30.4) $166.9 Add: Share-based comp 7.4 6.2 28.6 23.0 Add: Amortization 2.1 2.1 8.5 10.0 Add: Transition expenses related to San Jose expansion project - - 0.8 6.2 Add: Changes in contingent consideration 0.8 (0.5) 0.7 - Add: Acquisition related 0.1 0.1 1.1 - Add: Depreciation of PP&E fair value step-up for purchase accounting - - - 0.3 Add: Non-cash interest expense 0.3 0.3 1.1 0.9 Add: Other (income) expense, net - - 97.1 - Add: Release of valuation allowance on DTA - - - (105.0) Add: Tax adjustment from GAAP to Non-GAAP (4.3) (0.1) (9.1) (12.9) Non-GAAP net income 31.0 29.8 $98.3 89.6 Non-GAAP basic EPS $0.56 $0.54 $1.83 $1.79 Non-GAAP diluted EPS $0.53 $0.51 $1.69 $1.57 Non-GAAP basic weighted average shares 55.4 55.5 53.8 49.9 Non-GAAP diluted weighted average shares 59.2 59.4 60.8 63.4 In millions Q3 23 Q4 23 2023 2022 GAAP operating expenses $54.6 $54.5 $215.1 $202.9 Share-based compensation (5.9) (5.9) (23.6) (18.4) Amortization (2.1) (2.1) (8.5) (10.0) Other (0.9) 0.4 (2.4) (3.2) Non-GAAP operating expenses $45.7 $46.9 $180.6 $171.2

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 25 $ millions Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $173.9 $173.9 Gross Profit 78.7 0.3 — — 79.0 Gross Margin 45.2% 45.4% Operating Expenses $54.5 (5.9) (2.1) 0.4 $46.9 Operating Income $24.2 6.2 2.1 (0.4) $32.1 Net Income $21.6 6.2 2.1 (0.1) $29.8 Q4 2023 Actual: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net Income $21.6 $29.8 Add: Interest on Convertible Senior Notes 0.5 0.5 Net income available to common shareholders 22.1 30.3 Basic weighted average common shares 55.5 55.5 Add: Dilutive effect of share-based awards 1.4 1.4 Add: Dilutive effect of 2025 Convertible Senior Notes 1.1 1.1 Add: Dilutive effect of 2027 Convertible Senior Notes 1.8 1.4 Diluted weighted average common shares 59.8 59.4 Basic income per common share $0.39 $0.54 Diluted income per common share $0.37 $0.51 Other Non-GAAP Adjustments Changes in contingent consideration ($0.5) Other 0.2 Subtotal (0.3) Non-cash Interest Expense 0.3 Non-GAAP tax adjustment (0.1) Total Other ($0.1)

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 26 FY 2023 Actual: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net Income (loss) ($30.4) $98.3 Add: Interest on Convertible Senior Notes - 4.8 Net income available to common shareholders (30.4) 103.1 Basic weighted average common shares 53.8 53.8 Add: Dilutive effect of share-based awards - 0.9 Add: Dilutive effect of 2023 Convertible Senior Notes - - Add: Dilutive effect of 2025 Convertible Senior Notes - 2.8 Add: Dilutive effect of 2027 Convertible Senior Notes - 3.4 Diluted weighted average common shares 53.8 60.8 Basic income per common share ($0.56) $1.83 Diluted income per common share ($0.56) $1.69 Other Non-GAAP Adjustments Acquisition related $1.1 Changes in contingent consideration 0.7 Transition expenses related to San Jose expansion project 0.8 Subtotal 2.6 Non-cash Interest Expense 1.1 Other (income) expense, net 97.1 Non-GAAP tax adjustment (9.1) Total Other $91.7 Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $666.4 $666.4 Gross Profit 285.1 4.9 — 0.2 290.2 Gross Margin 42.8% 43.5% Operating Expenses $215.1 (23.6) (8.5) (2.4) $180.6 Operating Income $69.9 28.6 8.5 2.6 $109.6 Net Income (loss) ($30.4) 28.6 8.5 91.7 $98.3

Q4 & FY 2023 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 27 Q1 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 68–78 1 — — 69–79 Gross Margin 42%–43% 43%–44% Operating Expenses $53–$56 (6) (2) — $46–$48 Operating Income $15–$22 7 2 — $24–$31 Net Income $13–$20 7 2 (1) $21–$27 Income per Diluted Share $0.22–$0.33 $0.36–$0.46 2024 Guidance ($ millions, except per share amounts) Amounts may not calculate precisely due to rounding. Q1 Income per Diluted Common Share GAAP Non-GAAP Net Income $13–$20 $21–$27 Add: Interest on Convertible Senior Notes 0-0 0-0 Net income available to common shareholders 13-20 21-27 Basic weighted average common shares 56 56 Add: Dilutive effect of share-based awards 1-1 1-1 Add: Dilutive effect of 2025 Convertible Senior Notes 0-1 1-1 Add: Dilutive effect of 2027 Convertible Senior Notes 2-2 1-1 Add: Dilutive effect of 2029 Convertible Senior Notes 1-1 1-1 Diluted weighted average common shares 60-61 60-60 Income per diluted common share $0.22-$0.33 $0.36-$0.46 Q1 Reconciliation of GAAP Net Income to non-GAAP Operating Income GAAP Net Income $13–$20 Share-Based Compensation 7 Amortization 2 Income tax expense 2 Non-GAAP Operating Income $24–$31 GAAP earnings per diluted share for 2024 is expected between $1.10 and $1.40. Guidance regarding 2024 Non-GAAP earnings per diluted share excludes charges related to estimated share-based compensation expenses of $0.47 per share and amortization expense of $0.12 per share, while including additional estimated income tax expense of $0.09. FY 2024 Reconciliation of GAAP to non-GAAP Financial Data

XML

Document and Entity Information	Feb. 14, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 14, 2024
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