8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 7, 2023

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 0-16244
(Commission
File Number) 11-2989601
(IRS Employer
Identification No.)

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677-0200

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2023, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended June 30, 2023. In connection with the release and the related conference call, Veeco posted a presentation relating to its second quarter 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 August 7, 2023
99.2	Veeco Q2 2023 Conference Call Presentation August 7, 2023
104	Cover Page Interactive Data File (formatted as inline XBRL).

Limitation on Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Items 2.02 and 9.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall this information or exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 7, 2023	VEECO INSTRUMENTS INC.
	By:	/s/ Kirk Mackey
	Name: Kirk Mackey
	Title: Vice President, General Counsel

2

EX-99.1

EXHIBIT 99.1

VEECO REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS WITH RECORD SEMICONDUCTOR REVENUE

Second Quarter 2023 Highlights:

● Revenue of $161.6 million, compared with $164.0 million in the same period last year

● GAAP net loss of $85.3 million, or $1.61 loss per diluted share, included a $97.1 million loss related to debt refinancing, compared with net income of $9.7 million, or $0.18 earnings per diluted share in the same period last year

● Non-GAAP net income of $20.6 million, or $0.36 per diluted share, compared with $20.0 million, or $0.35 per diluted share in the same period last year

Plainview, N.Y., August 7, 2023 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its second quarter ended June 30, 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

GAAP Results	Q2 '23		Q2 '22
Revenue	$	161.6	$	164.0
Net income (loss)	$	(85.3)	$	9.7
Diluted earnings (loss) per share	$	(1.61)	$	0.18

Non-GAAP Results	Q2 '23		Q2 '22
Operating income	$	24.3	$	23.0
Net income	$	20.6	$	20.0
Diluted earnings per share	$	0.36	$	0.35

“Veeco had another solid quarter with strong top and bottom-line Non-GAAP results driven by record Semiconductor revenue,” commented Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “We continue to execute our Laser Annealing growth strategy in advanced node logic and memory by winning new customers and applications.”

“Veeco is uniquely positioned with differentiated technologies in secular growth markets. Looking ahead, we expect opportunities for our technologies to grow as customers continue to adopt our products for their most advanced node devices used for high-performance computing and artificial intelligence.”

1

Guidance and Outlook

The following guidance is provided for Veeco’s third quarter 2023:

● Revenue is expected in the range of $155 million to $175 million

● GAAP diluted earnings per share are expected in the range of $0.16 to $0.27

● Non-GAAP diluted earnings per share are expected in the range of $0.30 to $0.40

Conference Call Information

A conference call reviewing these results has been scheduled for today, August 7, 2023 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 June 30,				Six months ended June 30,
	2023		2022		2023		2022
Net sales	$	161,641	$	163,999	$	315,145	$	320,425
Cost of sales		94,131		99,732		185,618		190,146
Gross profit		67,510		64,267		129,527		130,279
Operating expenses, net:
Research and development		27,384		26,016		54,945		50,133
Selling, general, and administrative		23,822		22,950		46,449		45,844
Amortization of intangible assets		2,123		2,505		4,235		5,009
Other operating expense (income), net		493		(27)		404		(47)
Total operating expenses, net		53,822		51,444		106,033		100,939
Operating income		13,688		12,823		23,494		29,340
Interest expense, net		(632)		(2,635)		(1,434)		(5,438)
Other income (expense), net		(97,091)		—		(97,091)		—
Income (loss) before income taxes		(84,035)		10,188		(75,031)		23,902
Income tax expense (benefit)		1,285		533		1,548		917
Net income (loss)	$	(85,320)	$	9,655	$	(76,579)	$	22,985
Income (loss) per common share:
Basic	$	(1.61)	$	0.19	$	(1.48)	$	0.46
Diluted	$	(1.61)	$	0.18	$	(1.48)	$	0.43
Weighted average number of shares:
Basic		52,861		49,697		51,764		49,702
Diluted		52,861		59,455		51,764		59,521

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

	June 30,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	180,524	$	154,925
Restricted cash		437		547
Short-term investments		105,875		147,488
Accounts receivable, net		130,140		124,221
Contract assets		20,490		16,507
Inventories		244,470		206,908
Prepaid expenses and other current assets		27,218		18,305
Total current assets		709,154		668,901
Property, plant and equipment, net		111,993		107,281
Operating lease right-of-use assets		25,611		26,467
Intangible assets, net		48,192		23,887
Goodwill		214,964		181,943
Deferred income taxes		115,314		116,349
Other assets		3,219		3,355
Total assets	$	1,228,447	$	1,128,183
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	63,212	$	52,049
Accrued expenses and other current liabilities		61,823		56,031
Customer deposits and deferred revenue		156,700		127,223
Income taxes payable		563		2,432
Current portion of long-term debt		—		20,169
Total current liabilities		282,298		257,904
Deferred income taxes		6,878		1,285
Long-term debt		274,335		254,491
Long-term operating lease liabilities		32,838		33,581
Other liabilities		19,498		3,098
Total liabilities		615,847		550,359
Total stockholders’ equity		612,600		577,824
Total liabilities and stockholders’ equity	$	1,228,447	$	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 (Q2 2023)

(in thousands)
(unaudited)

				Non-GAAP Adjustments
				Share-Based
Three months ended June 30, 2023	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	161,641						$	161,641
Gross profit		67,510		1,572		—			69,082
Gross margin		41.8	%						42.7	%
Operating expenses		53,822		(6,360)	(2,123)	(549)			44,790
Operating income		13,688		7,932	2,123	549	^		24,292
Net income (loss)		(85,320)		7,932	2,123	95,868	^		20,603

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q2 2023)

(in thousands)
(unaudited)

Three months ended June 30, 2023
Changes in contingent consideration	$	350
Acquisition related		199
Subtotal		549
Non-cash interest expense		288
Other (income) expense, net		97,091
Non-GAAP tax adjustment *		(2,060)
Total Other	$	95,868

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

Net Income per Common Share (Q2 2023)

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

	Three months ended June 30, 2023
	GAAP		Non-GAAP
Numerator:
Net income (loss)	$	(85,320)	$	20,603
Interest expense associated with 2025 and 2027 Convertible Senior Notes		—		1,482
Net income (loss) available to common shareholders	$	(85,320)	$	22,085
Denominator:
Basic weighted average shares outstanding		52,861		52,861
Effect of potentially dilutive share-based awards		—		838
Dilutive effect of 2025 Convertible Senior Notes (1)		—		3,385
Dilutive effect of 2027 Convertible Senior Notes (1)(2)		—		4,152
Diluted weighted average shares outstanding		52,861		61,236
Net income (loss) per common share:
Basic	$	(1.61)	$	0.39
Diluted	$	(1.61)	$	0.36

⁽¹⁾  - Weighted average based on number of days outstanding during the period, considering the debt refinancing transaction on May 19, 2023.

⁽²⁾  -  The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, an effective conversion price of $18.46 is used when determining incremental shares to add to the dilutive share count. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, an effective conversion price of $13.98 is used when determining incremental shares to add to the dilutive share count.

5

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

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

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

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q2 2022)

(in thousands)
(unaudited)

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

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

Net Income per Common Share (Q2 2022)

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

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

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

6

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q2 2023 and 2022)

(in thousands)
(unaudited)

	Three months ended		Three months ended
	June 30, 2023		June 30, 2022
GAAP Net income (loss)	$	(85,320)	$	9,655
Share-based compensation		7,932		6,278
Amortization		2,123		2,505
Transition expenses related to San Jose expansion project		—		1,313
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		—		60
Changes in contingent consideration		350		—
Acquisition related		199		—
Interest (income) expense, net		632		2,635
Other (income) expense, net		97,091		—
Income tax expense (benefit)		1,285		533
Non-GAAP Operating income	$	24,292	$	22,979

Reconciliation of GAAP to Non-GAAP Financial Data (Q3 2023)

(in millions, except per share amounts)

(unaudited)

						Non-GAAP Adjustments
Guidance for the three months ending						Share-based
September 30, 2023	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	155	-	$	175				$	155	-	$	175
Gross profit		63	-		73	2	—	—		65	-		75
Gross margin		41%	-		42%					42%	-		43%
Operating expenses		53	-		55	(6)	(2)	—		45	-		47
Operating income (loss)		10	-		17	8	2	—		20	-		27
Net income (loss)	$	9	-	$	15	8	2	(2)	$	17	-	$	23
Income (loss) per diluted common share	$	0.16	-	$	0.27				$	0.30	-	$	0.40

Income per Diluted Common Share (Q3 2023)

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

Guidance for the three months ending September 30, 2023	GAAP					Non-GAAP
Numerator:
Net income (loss)	$	9	-	$	15	$	17	-	$	23
Interest expense associated with convertible notes		—			1		1			1
Net income (loss) available to common shareholders	$	9	-	$	16	$	18	-	$	24
Denominator:
Basic weighted average shares outstanding		55			55		55			55
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		2			2
Diluted weighted average shares outstanding		58			59		59			59
Net income (loss) per common share:
Income (loss) per diluted common share	$	0.16	-	$	0.27	$	0.30	-	$	0.40

⁽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.

7

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q3 2023)

(in millions)
(unaudited)

Guidance for the three months ending September 30, 2023
GAAP Net income (loss)	$	9	-	$	15
Share-based compensation		8	-		8
Amortization		2	-		2
Income tax expense (benefit)		1	-		2
Non-GAAP Operating income	$	20	-	$	27

Note: Amounts may not calculate precisely due to rounding.

8

EX-99.2

Exhibit 99.2

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 1 Veeco Instruments Q2 2023 Financial Results Conference Call - August 7th, 2023

Q2 2023 Financial Results Conference Call Copyright © 2023 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; 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 presentation. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this presentation.

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 3 Bill Miller, Ph.D. CEO Overview and Business Update

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 4 Q2 Financial & Business Highlights $162M $24M 0.36¢ Revenue Non-GAAP Operating Income Diluted Non-GAAP EPS • Revenue near high-end of guidance • Non-GAAP EPS exceeds high-end of guidance • Record Semiconductor revenue • Shipped and received LSA orders for High-Bandwidth Memory (HBM) DRAM • Received LSA orders from two logic customers most advanced nodes • Progress toward shipment of Nano-Second Annealing (NSA) and Ion Beam Deposition (IBD) evaluations Record Semiconductor revenue drives strong top and bottom-line Non-GAAP results

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 5 Market Update Core Technologies Laser Annealing Ion Beam Lithography Wet Epitaxy Processing Ion Beam Data Storage Market growth expected in 2023 despite ongoing industry challenges Compound Semiconductor Market opportunity driven by demand for epitaxy equipment for power electronics and photonics applications Semiconductor Market strength driven by broad based demand for LSA product line from both leading and trailing edge customers Wet Processing

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 6 Veeco Technologies for Artificial Intelligence Advanced Packaging Current PTOR • Wet Processing for micro-bump flux clean • Lithography for Cu bumps Future Opportunities • Wet Processing for temporary bond clean GPU Current PTOR • Laser-Spike Annealing (LSA) • IBD for EUV mask blanks Future Opportunities • Nano-Second Annealing (NSA) • IBD for low resistivity metals High-Bandwidth Memory (HBM) DRAM Current PTOR • Laser-Spike Annealing (LSA) Future Opportunities • Nano-Second Annealing (NSA) • IBD for low resistivity metals Illustration of typical AI chip PTOR = Production Tool of Record TSV = Through Silicon Via GPU = Graphics Processing Unit IBD = Ion Beam Deposition

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 7 Laser Annealing Opportunity Growth driven by new logic and memory applications with LSA and NSA • Continued execution of LSA growth strategy • LSA platform production tool of record for Tier 1 IDM’s, foundries, and memory customers • Progress toward winning additional applications • In early stages of adoption in memory market • NSA provides expansion into new applications

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 8 Ion Beam Deposition– Advanced Node Semi Opportunity Adapting IBD technology for additional advanced node semiconductor applications • Engaged with Tier 1 advanced memory and logic customers • Leveraging decades of experience and core IBD technology in Semiconductor market • Innovative technology addresses gaps with existing technologies • Potential to expand to multiple advanced node applications PVD IBD Illustration of grain size and distribution Uniformly oriented large grains = lowest resistivity Non-uniform, randomly oriented grains of small size

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 9 John Kiernan CFO Financial Review

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 10 Q2 2023 Revenue by Market & Region 65% 9% 11% 15% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 31% 11% 22% 36% EMEA China United States Rest of APAC $162M Revenue Trend ($M) Q2 22 Q1 23 Q2 23 Semiconductor 98 93 106 Compound Semi 31 21 24 Data Storage 22 22 14 Scientific & Other 14 18 17 Total 164 154 162 Amounts may not calculate precisely due to rounding. ROW is negligible

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 11 Q2 2023 Operating Results In millions (except per share amounts) GAAP Non-GAAP Q1 23 Q2 23 Q1 23 Q2 23 Revenue $153.5 $161.6 $153.5 $161.6 Gross Profit 62.0 67.5 63.7 69.1 Gross Margin 40.4% 41.8% 41.5% 42.7% Operating Expenses 52.2 53.8 43.3 44.8 Operating Income 9.8 13.7 20.4 24.3 Net Income (Loss) 8.7 ($85.3)* 16.9 20.6 Diluted Earnings (Loss) Per Share $0.17 ($1.61)* $0.30 $0.36 Diluted Shares 59.9 52.9 63.3 61.2 *Net loss of $85.3 million or $1.61 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.

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 12 Balance Sheet and Cash Flow Highlights $ millions Q1 23 Q2 23 Cash & Short-Term Investments 253 287 Accounts Receivable 120 130 Inventories 226 244 Accounts Payable 62 63 Long-Term Debt Including Current Portion 255 274 Cash Flow from Operations 14 11 DSO (days) 70 72 DIO 213 225 DPO 62 61 Capital Expenditures 7 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.

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 13 2023 Guidance GAAP Non-GAAP Revenue $155M - $175M $155M - $175M Gross Margin 41%-42% 42%-43% Operating Expenses $53M - $55M $45M - $47M Net Income / (Loss) $9M - $15M $17M - $23M Diluted Earnings / (Loss) Per Share $0.16 – $0.27 $0.30 - $0.40 A reconciliation of Q2 GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Q3 2023 Reiterating 2023 Revenue Outlook • Revenue: $630 - $670 million Raising 2023 Non-GAAP Gross Margin & EPS Outlooks • Gross margin from between 41%-42% to 42%-43% • Non-GAAP EPS from between $1.15-$1.35 to $1.30-$1.50

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 14 CEO Closing Remarks

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 15 Compelling Investment Opportunity Differentiated technologies in growth markets Laser Annealing share growing and roadmap advancing Leveraging IBD leadership for semiconductor applications Long-term opportunities for epitaxy equipment High Performance Computing/AI Mobility and Immersive User Experience Transformation of the Automotive Industry The Cloud Megatrends

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 16 Thank You Q&A

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 17 Backup and Financial Tables

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 18 Historical Revenue by End-Market $M 2020 2021 2022 2023 Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Semiconductor 37.4 37.5 33.6 57.4 165.9 51.6 53.7 76.3 65.4 247.1 77.6 97.5 100.4 93.8 369.4 93.1 106.3 Compound Semi 18.4 17.8 26.6 45.2 107.9 24.8 24.2 23.3 34.7 107.0 37.1 31.1 28.1 24.9 121.2 21.2 24.1 Data Storage 38.9 28.3 36.9 19.2 123.3 41.0 52.0 39.3 36.5 168.8 21.6 21.5 27.7 16.7 87.5 21.5 13.9 Scientific & Other 9.8 15.1 15.0 17.1 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 Total 104.5 98.6 112.1 138.9 454.2 133.7 146.3 150.2 153.0 583.3 156.4 164.0 171.9 153.8 646.1 153.5 161.6 Amounts may not calculate precisely due to rounding.

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 19 Amounts may not calculate precisely due to rounding. Convertible Notes Refinancing - Extinguishment Loss $ millions 2025 Notes 2027 Notes Total Principal Amount of Notes Repurchased $106.0 $100.0 $206.0 Less: Unamortized Transaction Costs* 0.6 1.5 2.1 Net Debt Extinguished 105.4 98.5 203.9 Cash Consideration 106.0 92.8 198.8 Stock Consideration** 15.9 86.3 102.2 Total Consideration Paid 121.9 179.1 301.0 Loss on Extinguishment $16.5 $80.6 $97.1 * 80% of the 2025 and 2027 Convertible Notes outstanding were repurchased, and therefore 80% of the unamortized transaction costs were written off during extinguishment. ** Stock consideration includes 0.7 and 3.8 million shares issued for the 2025 and 2027 Convertible Notes, respectively, at a stock price of $22.90.

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 20 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 223M 2.875% 6.6M 1.1M 29.22 Total Convertible Notes $282M $274M 3.0%2 $8.4M $1.3M $27.77** As of June 30, 2023 As of March 31, 2023 Convertible Notes Principal Amount Carrying Value Coupon Annual Cash Interest Annual Non-Cash Interest Initial Conversion Price Convertible Notes Due Jan 2025 $133M $132M 3.5% $4.6M $0.5M $24.00 Convertible Notes Due June 2027 125M 123M 3.75% 4.7M 0.4M 18.46* Total Convertible Notes $258M $255M 3.6%2 $9.3M $0.9M $21.31** Amounts may not calculate precisely due to rounding.

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 21 Effect of Convertible Notes on Diluted EPS (Effective Q3 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.

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 22 Note on Reconciliation Tables These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, incremental transaction-related compensation, and certain integration costs. These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors' operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating Income, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 23 Supplemental Information—GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. $ millions Q1 23 Q2 23 Net sales $153.5 $161.6 GAAP gross profit 62.0 67.5 GAAP gross margin 40.4% 41.8% Add: Share-based comp 1.5 1.6 Add: Other 0.2 - Non-GAAP gross profit $63.7 $69.1 Non-GAAP gross margin 41.5% 42.7% In millions Q1 23 Q2 23 GAAP Net income (loss) $8.7 ($85.3) Add: Share-based comp 7.0 7.9 Add: Amortization 2.1 2.1 Add: Transition expenses related to San Jose expansion project 0.8 - Add: Changes in contingent consideration - 0.3 Add: Acquisition related 0.7 0.2 Add: Other (income) expense, net - 97.1 Add: Interest expense 0.8 0.6 Add: Tax expense (benefit) 0.3 1.3 Non-GAAP operating income $20.4 $24.3 $ millions, except per share amounts Q1 23 Q2 23 GAAP Basic weighted average shares 50.6 52.9 GAAP Diluted weighted average shares 59.9 52.9 GAAP Basic EPS $0.17 ($1.61) GAAP Diluted EPS $0.17 ($1.61) GAAP Net income (loss) $8.7 ($85.3) Add: Share-based comp 7.0 7.9 Add: Amortization 2.1 2.1 Add: Transition expenses related to San Jose expansion project 0.8 - Add: Changes in contingent consideration - 0.3 Add: Acquisition related 0.7 0.2 Add: Non-cash interest expense 0.2 0.3 Add: Other (income) expense, net - 97.1 Add: Tax adjustment from GAAP to Non-GAAP (2.7) (2.1) Non-GAAP net income 16.9 20.6 Non-GAAP basic EPS $0.33 $0.39 Non-GAAP diluted EPS $0.30 $0.36 Non-GAAP basic weighted average shares 50.6 52.9 Non-GAAP diluted weighted average shares 63.3 61.2 In millions Q1 23 Q2 23 GAAP operating expenses $52.2 $53.8 Share-based compensation (5.6) (6.4) Amortization (2.1) (2.1) Other (1.3) (0.5) Non-GAAP operating expenses $43.3 $44.8

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 24 $ millions Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $161.6 $161.6 Gross Profit 67.5 1.6 — — 69.1 Gross Margin 41.8% 42.7% Operating Expenses $53.8 (6.4) (2.1) (0.5) $44.8 Operating Income $13.7 7.9 2.1 0.5 $24.3 Net Income (loss) ($85.3) 7.9 2.1 95.9 $20.6 Q2 2023 Actual: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Income (loss) per Diluted Common Share GAAP Non-GAAP Net Income (loss) ($85.3) $20.6 Add: Interest on Convertible Senior Notes — 1.5 Net income (loss) available to common shareholders (85.3) 22.1 Basic weighted average common shares 52.9 52.9 Add: Dilutive effect of share-based awards — 0.8 Add: Dilutive effect of 2025 Convertible Senior Notes — 3.4 Add: Dilutive effect of 2027 Convertible Senior Notes — 4.2 Diluted weighted average common shares 52.9 61.2 Basic income (loss) per common share ($1.61) $0.39 Diluted income (loss) per common share ($1.61) $0.36 Other Non-GAAP Adjustments Changes in contingent consideration $0.3 Acquisition related 0.2 Subtotal 0.5 Non-cash Interest Expense 0.3 Other (income) expense, net 97.1 Non-GAAP tax adjustment (2.1) Total Other $95.9

Q2 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 25 Reconciliation of GAAP to non-GAAP Financial Data Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $155–$175 $155–$175 Gross Profit 63–73 2 — — 65–75 Gross Margin 41%–42% 42%–43% Operating Expenses $53–$55 (6) (2) — $45–$47 Operating Income $10–$17 8 2 — $20–$27 Net Income $9–$15 8 2 (2) $17–$23 Income per Diluted Share $0.16–$0.27 $0.30–$0.40 Q3 2023 Guidance ($ millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net Income $9–$15 $17–$23 Add: Interest on Convertible Senior Notes 0-1 1-1 Net income available to common shareholders 9-16 18-24 Basic weighted average common shares 55 55 Add: Dilutive effect of share-based awards 1-1 1 Add: Dilutive effect of 2025 Convertible Senior Notes 0-1 1 Add: Dilutive effect of 2027 Convertible Senior Notes 2-2 2 Diluted weighted average common shares 58-59 59 Income per diluted common share $0.16-$0.27 $0.30-$0.40 Reconciliation of GAAP Net Income to non-GAAP Operating Income GAAP Net Income $9–$15 Share-Based Compensation 8 Amortization 2 Income tax expense (benefit) 1-2 Non-GAAP Operating Income $20–$27

XML

Document and Entity Information	Aug. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 07, 2023
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