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): November 2, 2021

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 November 2, 2021, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended September 30, 2021. In connection with the release and the related conference call, Veeco posted a presentation relating to its third quarter 2021 financial results on its website (www.veeco.com). Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Veeco dated November 2, 2021
99.2	Veeco Q3 2021 Conference Call Presentation November 2, 2021
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.

November 2, 2021	VEECO INSTRUMENTS INC.
	By:	/s/ Kirk Mackey
	Name: Kirk Mackey
	Title: Vice President, General Counsel

2

EX-99.1

EXHIBIT 99.1

VEECO REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS

Third Quarter 2021 Highlights:

● Revenues of $150.2 million, compared with $112.1 million in the same period last year

● GAAP net income of $9.0 million, or $0.17 per diluted share, compared with $0.6 million, or $0.01 per diluted share in the same period last year

● Non-GAAP net income of $20.5 million, or $0.40 per diluted share, compared with $11.0 million, or $0.22 per diluted share in the same period last year

Plainview, N.Y., November 2, 2021 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its third quarter ended September 30, 2021. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.  

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

GAAP Results	Q3 '21		Q3 '20
Revenue	$	150.2	$	112.1
Net income (loss)	$	9.0	$	0.6
Diluted earnings (loss) per share	$	0.17	$	0.01

Non-GAAP Results	Q3 '21		Q3 '20
Net income (loss)	$	20.5	$	11.0
Operating income (loss)	$	24.3	$	14.1
Diluted earnings (loss) per share	$	0.40	$	0.22

“Veeco delivered solid year-on-year and sequential growth in the third quarter with revenue and EPS at the high end of our guidance range. Cash flow from operations was the highest in several years demonstrating the effectiveness of our transformation,” commented William J. Miller, Ph.D., Chief Executive Officer. “Record semiconductor sales were the primary driver of our performance with shipments of our Laser Annealing and EUV mask blank systems. 

“Once again, we are improving our outlook for 2021 and we are excited about the traction in our semiconductor business, which has been a focus of our transformation,” continued Dr. Miller.  “We expect to ship the first systems in the coming weeks from our new state-of-the-art San Jose semiconductor equipment manufacturing facility.”

1

Guidance and Outlook

The following guidance is provided for Veeco’s fourth quarter 2021:

● Revenue is expected in the range of $140 million to $160 million

● GAAP diluted earnings per share are expected in the range of $0.04 to $0.22

● Non-GAAP diluted earnings per share are expected in the range of $0.27 to $0.45

Please refer to the tables at the end of this press release for further details.

Conference Call Information

A conference call reviewing these results has been scheduled for today, November 2, 2021 starting at 5:00pm ET. To join the call, dial 1-800-437-2398 (toll free) or 1-929-477-0577 and use passcode 3331305. 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 September 30,				Nine months ended September 30,
	2021		2020		2021		2020
Net sales	$	150,246	$	112,078	$	430,305	$	315,216
Cost of sales		87,077		62,936		252,055		177,761
Gross profit		63,169		49,142		178,250		137,455
Operating expenses, net:
Research and development		21,999		19,129		66,397		57,577
Selling, general, and administrative		21,603		19,415		63,325		55,541
Amortization of intangible assets		2,976		3,831		9,305		11,502
Restructuring		—		—		—		1,097
Asset impairment		—		—		—		281
Other operating expense (income), net		175		(218)		138		(502)
Total operating expenses, net		46,753		42,157		139,165		125,496
Operating income (loss)		16,416		6,985		39,085		11,959
Interest expense, net		(7,012)		(6,194)		(20,221)		(16,673)
Loss on extinguishment of debt		—		—		—		(3,046)
Income (loss) before income taxes		9,404		791		18,864		(7,760)
Income tax expense (benefit)		411		211		1,029		530
Net income (loss)	$	8,993	$	580	$	17,835	$	(8,290)
Income (loss) per common share:
Basic	$	0.18	$	0.01	$	0.36	$	(0.17)
Diluted	$	0.17	$	0.01	$	0.33	$	(0.17)
Weighted average number of shares:
Basic		49,021		48,341		48,968		48,327
Diluted		53,849		49,174		53,606		48,327

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

	September 30,		December 31,
	2021		2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	121,602	$	129,625
Restricted cash		629		658
Short-term investments		213,985		189,771
Accounts receivable, net		86,759		79,991
Contract assets		27,467		21,246
Inventories		170,835		145,906
Deferred cost of sales		635		433
Prepaid expenses and other current assets		31,592		19,301
Total current assets		653,504		586,931
Property, plant and equipment, net		93,851		65,271
Operating lease right-of-use assets		26,481		10,275
Intangible assets, net		36,880		46,185
Goodwill		181,943		181,943
Deferred income taxes		1,440		1,440
Other assets		3,709		6,019
Total assets	$	997,808	$	898,064
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	48,749	$	33,656
Accrued expenses and other current liabilities		76,033		44,876
Customer deposits and deferred revenue		60,703		67,235
Income taxes payable		1,737		914
Total current liabilities		187,222		146,681
Deferred income taxes		5,228		5,240
Long-term debt		331,877		321,115
Long-term operating lease liabilities		30,325		6,305
Other liabilities		7,843		10,349
Total liabilities		562,495		489,690
Total stockholders’ equity		435,313		408,374
Total liabilities and stockholders’ equity	$	997,808	$	898,064

4

Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data

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

				Non-GAAP Adjustments
				Share-Based
Three months ended September 30, 2021	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	150,246						$	150,246
Gross profit		63,169		620		150			63,939
Gross margin		42.0	%						42.6	%
Operating expenses		46,753		(3,510)	(2,976)	(637)			39,630
Operating income (loss)		16,416		4,130	2,976	787	^		24,309
Net income (loss)		8,993		4,130	2,976	4,375	^		20,474
Income (loss) per common share:
Basic	$	0.18						$	0.42
Diluted		0.17							0.40
Weighted average number of shares:
Basic		49,021							49,021
Diluted (1)		53,849							51,679

^ - 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 September 30, 2021 was $22.24, and therefore 1.2 million shares were included in the non-GAAP diluted share count, and 3.3 million shares were included in the GAAP diluted share count related to the 2027 Notes.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

Three months ended September 30, 2021
Transition expenses related to San Jose expansion project	$	705
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		82
Subtotal		787
Non-cash interest expense		3,663
Non-GAAP tax adjustment *		(75)
Total Other	$	4,375

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

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

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

5

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

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

				Non-GAAP Adjustments
				Share-based
Three months ended September 30, 2020		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	112,078						$	112,078
Gross profit		49,142		389		288			49,819
Gross margin		43.8	%						44.5	%
Operating expenses		42,157		(2,553)	(3,831)	(28)			35,745
Operating income (loss)		6,985		2,942	3,831	316	^		14,074
Net income (loss)		580		2,942	3,831	3,654	^		11,007
Income (loss) per common share:
Basic	$	0.01						$	0.23
Diluted		0.01							0.22
Weighted average number of shares:
Basic		48,341							48,341
Diluted		49,174							49,174

^ - See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)

Three months ended September 30, 2020
Release of inventory fair value step-up associated with the Ultratech purchase accounting	$	273
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		43
Subtotal		316
Non-cash interest expense		3,504
Non-GAAP tax adjustment *		(166)
Total Other	$	3,654

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

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

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

6

Veeco Instruments Inc. and Subsidiaries

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

(in thousands)
(unaudited)

	Three months ended		Three months ended
	September 30, 2021		September 30, 2020
GAAP Net income (loss)	$	8,993	$	580
Share-based compensation		4,130		2,942
Amortization		2,976		3,831
Release of inventory fair value step-up associated with the Ultratech purchase accounting		—		273
Transition expenses related to San Jose expansion project		705		—
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		82		43
Interest (income) expense, net		7,012		6,194
Income tax expense (benefit)		411		211
Non-GAAP Operating income (loss)	$	24,309	$	14,074

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

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

7

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(unaudited)

						Non-GAAP Adjustments
Guidance for the three months ending						Share-based
December 31, 2021	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	140	-	$	160				$	140	-	$	160
Gross profit		58	-		69	1	—	—		59	-		70
Gross margin		41%	-		43%					41%	-		43%
Operating expenses		48	-		50	(3)	(3)	(1)		41	-		43
Operating income (loss)		10	-		19	4	3	1		18	-		27
Net income (loss)	$	2	-	$	11	4	3	5	$	14	-	$	23
Income (loss) per diluted common share	$	0.04	-	$	0.22				$	0.27	-	$	0.45
Weighted average number of shares (1)		54			54					52			52

⁽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.

Veeco Instruments Inc. and Subsidiaries

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

(in millions)
(unaudited)

Guidance for the three months ending December 31, 2021
GAAP Net income (loss)	$	2	-	$	11
Share-based compensation		4	-		4
Amortization		3	-		3
Interest expense, net		7	-		7
Income tax expense (benefit)		1	-		1
Other		1	-		1
Non-GAAP Operating income (loss)	$	18	-	$	27

Note: Amounts may not calculate precisely due to rounding.

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

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

8

EX-99.2

Exhibit 99.2

Veeco (Nasdaq: VECO) November 2, 2021 Q3 2021 Financial Results Conference Call

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Safe Harbor 2 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.

CEO Overview and Market Update William J. Miller, Ph.D.

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 • Top line driven by Semiconductor and Data Storage markets • Non-GAAP gross margin of 43% • 34% year-on-year revenue growth • 37% year-to-date revenue growth • $30M in cashflow from operations • Continued investment for growth • Published 2nd sustainability report 4 Q3 2021 Highlights Revenue Non-GAAP Operating Income Diluted Non-GAAP EPS $150M $24M 40¢ A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Solid quarterly results while we continue to invest for growth

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 5 Significant Market Opportunities High Performance Computing University & Government Research 5G / Power / Photonics / MicroLED Cloud / Data Center 5G – Fifth Generation Wireless Technology AP – Advanced Packaging MOCVD – Metal Organic Chemical Vapor Deposition MBE – Molecular Beam Epitaxy ALD – Atomic Layer Deposition Semiconductor Scientific & Other Compound Semiconductor Data Storage Ion Beam Laser Annealing Ion Beam / AP Lithography Wet Processing MOCVD MBE / ALD / Ion Beam Market Served Primary Drivers Primary Veeco Technologies Veeco strategy aligned with healthy industry dynamics

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Execute Near-Term 2021 growth Prepare Long-Term 2022 & beyond Focus profitability & products Maintain Resilience essential business ▪ Laser Annealing ▪ 5G RF ▪ Data Storage ▪ AP Lithography ▪ Employees ▪ Service ▪ Supply Chain ▪ Manufacturing ▪ Aggressively invest in evaluation systems ▪ Expand service capability ▪ Selectively increase R&D investments ▪ Defend foundational businesses ▪ Deliver strong operating results ▪ Evaluate product portfolio Improved company performance today while investing for long-term, profitable growth 6 2021 Priorities – Building on a Profitable Growth Plan Growth Phase of Transformation

CFO Financial Review John P. Kiernan

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 8 Q3 2021 Revenue by Market & Region 51% 15% 26% 8% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 40% 33% 18% 9% EMEA China United States Rest of APAC $150M Amounts may not calculate precisely due to rounding. Revenue Trend ($M) Q3 20 Q2 21 Q3 21 Semiconductor 34 54 76 Compound Semi 27 24 23 Data Storage 37 52 39 Scientific & Other 15 16 11 Total 112 146 150 Rest of World is less than 1%

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Q3 Operating Results 9 In millions (except per share amounts) GAAP Non-GAAP Q2 21 Q3 21 Q2 21 Q3 21 Revenue $146.3 $150.2 $146.3 $150.2 Gross Profit 60.2 63.2 60.8 63.9 Gross Margin 41.1% 42.0% 41.6% 42.6% Operating Expenses 46.9 46.8 39.6 39.6 Operating Income / (Loss) 13.3 16.4 21.3 24.3 Net Income / (Loss) 6.3 9.0 17.9 20.5 Diluted Earnings/(Loss) Per Share $0.12 $0.17 $0.35 $0.40 Diluted Shares 53.9 53.8 51.8 51.7 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. Improved bottom line from solid execution

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Balance Sheet and Cash Flow Highlights 10 $ millions Q2 21 Q3 21 Cash & Short-Term Investments 330 336 Accounts Receivable 108 87 Inventories 164 171 Accounts Payable 55 49 Long-Term Debt 328 332 Cash Flow from Operations 10 30 DSO (days) 67 52 DIO 167 173 DPO 58 51 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Strong cash generation while investing in inventory for growth

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Q4 2021 Guidance 11 GAAP Non-GAAP Revenue $140M - $160M $140M - $160M Gross Margin 41% - 43% 41% - 43% Operating Expenses $49M - $51M $41M - $43M Net Income (Loss) $1M - $11M $14M - $24M Earnings (Loss) Per Share $0.04 – $0.22 $0.27 - $0.45 Diluted Shares 54M 52M A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Q&A

Backup & Reconciliation Tables

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Convertible Notes 14 Convertible Debt Principal Amount Coupon Annual Cash Interest Annual Non-Cash Interest Initial Conversion Price As of September 30, 2021 Convertible Notes Due Jan 2023 $132M 2.7% $3.6M $5.6 $40.03 Convertible Notes Due Jan 2025 $133M 3.5% $4.6M $4.9 $24.00 Convertible Notes Due June 2027 $125M 3.75% $4.7M $4.1 $18.461 Total Convertible Debt $389M 3.3%2 $12.9M $14.5 (1) Conversion price for 2027 Convertible Notes includes the effect of the Capped Call transaction (2) Weighted average Amounts may not calculate precisely due to rounding.

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Historical Revenue by End-Market 15 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. $M Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 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 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 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 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 Grand Total 99.4 97.8 109.0 113.2 419.3 104.5 98.6 112.1 138.9 454.2 133.7 146.3 150.2 2020 2021 2019

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 16 Effect of Convertible Notes on Diluted Share Count (Effective through 12/31/21) Average Stock Price per Common Share 2025 Notes 2027 Notes Total 2025 Notes 2027 Notes Total $15.00 - 609 609 - - - $16.00 - 1,130 1,130 - - - $17.00 - 1,589 1,589 - - - $18.00 - 1,998 1,998 - - - $19.00 - 2,363 2,363 - 192 192 $20.00 - 2,692 2,692 - 521 521 $21.00 - 2,990 2,990 - 819 819 $22.00 - 3,260 3,260 - 1,090 1,090 $23.00 - 3,507 3,507 - 1,337 1,337 $24.00 0 3,734 3,734 0 1,563 1,563 $25.00 221 3,942 4,163 221 1,771 1,992 $26.00 425 4,134 4,559 425 1,964 2,388 $27.00 613 4,313 4,926 613 2,142 2,755 $28.00 789 4,478 5,267 789 2,307 3,096 $29.00 952 4,632 5,584 952 2,461 3,413 $30.00 1,104 4,775 5,880 1,104 2,605 3,709 GAAP Approximate Incremental Dilutive Shares (in thousands) Non-GAAP Approximate Incremental Dilutive Shares (in thousands) 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. Based on outstanding Notes as of the end of the most recent quarter. Above table does not include incremental shares associated with the 2023 Notes, for which there is no dilutive impact below an average stock price per share of $40.03. 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.

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 17 Effect of New Accounting Standard for Convertible Notes on Diluted EPS (Effective Q1 2022) 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. Based upon the Notes outstanding as of the end of the most recent quarter. The above calculations are intended to be estimates only and reflect the use of the if-converted method for diluted EPS purposes, which the Company will be required to use upon adoption of ASU 2020-06, effective Q1 2022. The EPS thresholds mentioned above represent various ranges at which some of our Notes may become 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 Notes and assumes an average per share stock price above $18.46. ** Incremental dilutive shares should be added to the weighted average basic shares outstanding to reflect the if-converted method of accounting, replacing the dilution assumed using the current treasury stock method of accounting 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 $3,590 17,753 ≥ $0.27 $3,220 15,582 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 $14,381 17,753 ≥ $1.08 $12,881 15,582 Quarterly GAAP Non-GAAP* Annual GAAP Non-GAAP*

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Note on Reconciliation Tables 18 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.

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 19 Supplemental Information—GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. In millions Q2 21 Q3 21 Net Sales $146.3 $150.2 GAAP Gross Profit 60.2 63.2 GAAP Gross Margin 41.1% 42.0% Add: Share-Based Comp 0.7 0.6 Add: Duplicate expenses for transition to new San Jose facility 0.0 0.1 Non-GAAP Gross Profit $60.8 $63.9 Non-GAAP Gross Margin 41.6% 42.6% In millions Q2 21 Q3 21 GAAP Net Income (Loss) $6.3 $9.0 Add: Share-Based Comp 4.4 4.1 Add: Amortization 3.0 3.0 Add: Transition expenses related to San Jose expansion project 0.6 0.7 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 Add: Interest Expense 6.6 7.0 Add: Tax expense (benefit) 0.3 0.4 Non-GAAP Operating Income (Loss) $21.3 $24.3 In millions, except per share amounts Q2 21 Q3 21 GAAP Basic weighted average shares 48.7 49.0 GAAP Diluted weighted average shares 53.9 53.8 GAAP Basic EPS $0.13 $0.18 GAAP Diluted EPS $0.12 $0.17 GAAP Net Income (Loss) $6.3 $9.0 Add: Share-Based Comp 4.4 4.1 Add: Amortization 3.0 3.0 Add: Duplicate expenses for transition to new San Jose facility 0.6 0.7 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 Add: Non-Cash Interest Expense 3.6 3.7 Add: Tax Adjustment from GAAP to Non-GAAP (0.1) (0.1) Non-GAAP Net Income (Loss) $17.9 $20.5 Non-GAAP Basic EPS $0.37 $0.42 Non-GAAP Diluted EPS $0.35 $0.40 Non-GAAP Basic weighted average shares 48.7 49.0 Non-GAAP Diluted weighted average shares 51.8 51.7

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 20 Q3 2021 Actual: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $150.2 $150.2 Gross Profit 63.2 0.6 0.2 63.9 Gross Margin 42.0% 42.6% Operating Expenses 46.8 (3.5) (3.0) (0.6) 39.6 Operating Income (Loss) 16.4 4.1 3.0 0.8 24.3 Net Income (Loss) $9.0 4.1 3.0 4.4 $20.5 Income (Loss) Per Common Share: Basic $0.18 $0.42 Diluted 0.17 0.40 Weighted Average Number of Shares: Basic 49.0 49.0 Diluted 53.8 51.7 Other Non-GAAP Adjustments Transition expenses related to San Jose expansion project 0.7 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.1 Subtotal 0.8 Non-Cash Interest Expense 3.7 Non-GAAP Tax Adjustment (0.1) Total Other 4.4

Q3 2021 Financial Results Conference Call | All Rights Reserved. ©2021 21 Q4 2021 Guidance: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $140–$160 $140–$160 Gross Profit 58–69 1 —— 59–70 Gross Margin 41%–43% 41%–43% Operating Expenses $48–$50 (3) (3) (1) $41–$43 Operating Income (Loss) $10–$19 4 3 1 $18–$27 Net Income (Loss) $2–$11 4 3 5 $14–$23 Income (Loss) per Diluted Share $0.04–$0.22 $0.27–$0.45 Diluted Weighted Average Shares 54 52 GAAP Net Income (Loss) $2–$11 Share-Based Compensation 4 Amortization 3 Interest Expense, Net 7 Income Tax Expense (Benefit) 1 Other 1 Non-GAAP Operating Income (Loss) $18–$27

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XML

Document and Entity Information	Nov. 02, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 02, 2021
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