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 6, 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 November 6, 2023, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023. In connection with the release and the related conference call, Veeco posted a presentation relating to its third 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 November 6, 2023
99.2	Veeco Q3 2023 Conference Call Presentation November 6, 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.

November 6, 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 THIRD QUARTER 2023 FINANCIAL RESULTS

Third Quarter 2023 Highlights:

● Revenue of $177.4 million, compared with $171.9 million in the same period last year

● GAAP net income of $24.6 million, or $0.42 per diluted share, compared with $15.0 million, or $0.27 per diluted share in the same period last year

● Non-GAAP net income of $31.0 million, or $0.53 per diluted share, compared with $26.0 million, or $0.45 per diluted share in the same period last year

Plainview, N.Y., November 6, 2023 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its third quarter ended September 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	Q3 '23		Q3 '22
Revenue	$	177.4	$	171.9
Net income	$	24.6	$	15.0
Diluted earnings per share	$	0.42	$	0.27

Non-GAAP Results	Q3 '23		Q3 '22
Operating income	$	32.7	$	28.4
Net income	$	31.0	$	26.0
Diluted earnings per share	$	0.53	$	0.45

“Veeco reported another quarter of strong top and bottom-line results, both above the high-end of our guidance” commented Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “In addition, our strategic initiative to grow in the Semiconductor market continues to gain traction. Veeco had several key business wins during the quarter, and we recently shipped our first Nanosecond Annealing system to a Tier 1 logic customer for evaluation. We view this as an important milestone in expanding laser annealing into a broad range of new Semiconductor applications.”

1

Guidance and Outlook

The following guidance is provided for Veeco’s fourth 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 $0.22 to $0.33

● Non-GAAP diluted earnings per share are expected in the range of $0.35 to $0.45

Conference Call Information

A conference call reviewing these results has been scheduled for today, November 6, 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 September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Net sales	$	177,366	$	171,913	$	492,511	$	492,338
Cost of sales		100,489		101,962		286,107		292,109
Gross profit		76,877		69,951		206,404		200,229
Operating expenses, net:
Research and development		28,817		27,104		83,762		77,237
Selling, general, and administrative		22,814		22,144		69,263		67,987
Amortization of intangible assets		2,123		2,505		6,358		7,514
Other operating expense (income), net		860		634		1,264		587
Total operating expenses, net		54,614		52,387		160,647		153,325
Operating income		22,263		17,564		45,757		46,904
Interest expense, net		247		(2,315)		(1,187)		(7,753)
Other income (expense), net		—		—		(97,091)		—
Income (loss) before income taxes		22,510		15,249		(52,521)		39,151
Income tax expense (benefit)		(2,064)		208		(516)		1,125
Net income (loss)	$	24,574	$	15,041	$	(52,005)	$	38,026
Income (loss) per common share:
Basic	$	0.44	$	0.30	$	(0.98)	$	0.76
Diluted	$	0.42	$	0.27	$	(0.98)	$	0.70
Weighted average number of shares:
Basic		55,352		49,887		52,978		49,831
Diluted		59,636		65,151		52,978		65,090

3

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

	September 30,		December 31,
	2023		2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	156,419	$	154,925
Restricted cash		378		547
Short-term investments		130,117		147,488
Accounts receivable, net		122,393		124,221
Contract assets		29,475		16,507
Inventories		252,120		206,908
Prepaid expenses and other current assets		29,898		18,305
Total current assets		720,800		668,901
Property, plant and equipment, net		118,213		107,281
Operating lease right-of-use assets		24,960		26,467
Intangible assets, net		46,069		23,887
Goodwill		214,964		181,943
Deferred income taxes		118,069		116,349
Other assets		3,158		3,355
Total assets	$	1,246,233	$	1,128,183
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	62,985	$	52,049
Accrued expenses and other current liabilities		65,599		56,031
Customer deposits and deferred revenue		138,723		127,223
Income taxes payable		479		2,432
Current portion of long-term debt		—		20,169
Total current liabilities		267,786		257,904
Deferred income taxes		6,865		1,285
Long-term debt		274,646		254,491
Long-term operating lease liabilities		32,154		33,581
Other liabilities		20,302		3,098
Total liabilities		601,753		550,359
Total stockholders’ equity		644,480		577,824
Total liabilities and stockholders’ equity	$	1,246,233	$	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 (Q3 2023)

(in thousands)
(unaudited)

				Non-GAAP Adjustments
				Share-Based
Three months ended September 30, 2023	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	177,366						$	177,366
Gross profit		76,877		1,556					78,433
Gross margin		43.3	%						44.2	%
Operating expenses		54,614		(5,864)	(2,123)	(911)			45,716
Operating income		22,263		7,420	2,123	911	^		32,717
Net income		24,574		7,420	2,123	(3,077)	^		31,040

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q3 2023)

(in thousands)
(unaudited)

Three months ended September 30, 2023
Changes in contingent consideration	$	818
Acquisition related		93
Subtotal		911
Non-cash interest expense		311
Non-GAAP tax adjustment *		(4,299)
Total Other	$	(3,077)

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

Net Income per Common Share (Q3 2023)

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

	Three months ended September 30, 2023
	GAAP		Non-GAAP
Numerator:
Net income	$	24,574	$	31,040
Interest expense associated with 2025 and 2027 Convertible Senior Notes		513		466
Net income available to common shareholders	$	25,087	$	31,506
Denominator:
Basic weighted average shares outstanding		55,352		55,352
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		59,636		59,202
Net income per common share:
Basic	$	0.44	$	0.56
Diluted	$	0.42	$	0.53

⁽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 (Q3 2022)

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

				Non-GAAP Adjustments
				Share-based
Three months ended September 30, 2022		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	171,913						$	171,913
Gross profit		69,951		1,195		1,102			72,248
Gross margin		40.7	%						42.0	%
Operating expenses		52,387		(5,015)	(2,505)	(981)			43,886
Operating income		17,564		6,210	2,505	2,083	^		28,362
Net income		15,041		6,210	2,505	2,252	^		26,008

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q3 2022)

(in thousands)
(unaudited)

Three months ended September 30, 2022
Transition expenses related to San Jose expansion project	$	1,936
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		147
Subtotal		2,083
Non-cash interest expense		242
Non-GAAP tax adjustment *		(73)
Total Other	$	2,252

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

Net Income per Common Share (Q3 2022)

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

	Three months ended September 30, 2022
	GAAP		Non-GAAP
Numerator:
Net income	$	15,041	$	26,008
Interest expense associated with convertible notes		2,549		2,467
Net income available to common shareholders	$	17,590	$	28,475
Denominator:
Basic weighted average shares outstanding		49,887		49,887
Effect of potentially dilutive share-based awards		801		801
Dilutive effect of 2023 Convertible Senior Notes		—		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		65,151		63,484
Net income per common share:
Basic	$	0.30	$	0.52
Diluted	$	0.27	$	0.45

⁽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 (Q3 2023 and 2022)

(in thousands)
(unaudited)

	Three months ended		Three months ended
	September 30, 2023		September 30, 2022
GAAP Net income	$	24,574	$	15,041
Share-based compensation		7,420		6,210
Amortization		2,123		2,505
Transition expenses related to San Jose expansion project		—		1,936
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		—		147
Changes in contingent consideration		818		—
Acquisition related		93		—
Interest (income) expense, net		(247)		2,315
Income tax expense (benefit)		(2,064)		208
Non-GAAP Operating income	$	32,717	$	28,362

Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2023)

(in millions, except per share amounts)

(unaudited)

						Non-GAAP Adjustments
Guidance for the three months ending						Share-based
December 31, 2023	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	155	-	$	175				$	155	-	$	175
Gross profit		66	-		76	1	—	—		67	-		77
Gross margin		42%	-		43%					43%	-		44%
Operating expenses		53	-		55	(6)	(2)	—		45	-		47
Operating income		14	-		21	7	2	—		23	-		30
Net income	$	13	-	$	20	7	2	(2)	$	20	-	$	27
Income per diluted common share	$	0.22	-	$	0.33				$	0.35	-	$	0.45

Income per Diluted Common Share (Q4 2023)

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

Guidance for the three months ending December 31, 2023	GAAP					Non-GAAP
Numerator:
Net income	$	13	-	$	20	$	20	-	$	27
Interest expense associated with convertible notes		—			—		—			—
Net income available to common shareholders	$	13	-	$	20	$	20	-	$	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
Diluted weighted average shares outstanding		59			60		60			60
Net income per common share:
Income per diluted common share	$	0.22	-	$	0.33	$	0.35	-	$	0.45

⁽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 (Q4 2023)

(in millions)
(unaudited)

Guidance for the three months ending December 31, 2023
GAAP Net income	$	13	-	$	20
Share-based compensation		7	-		7
Amortization		2	-		2
Income tax expense (benefit)		1	-		1
Non-GAAP Operating income	$	23	-	$	30

Note: Amounts may not calculate precisely due to rounding.

8

EX-99.2

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 1 Veeco Instruments Q3 2023 Financial Results Conference Call - November 6th, 2023

Q3 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.

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 3 Bill Miller, Ph.D. CEO Overview and Business Update

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 4 Q3 Financial & Business Highlights $177M $33M 0.53¢ Revenue Non-GAAP Operating Income Diluted Non-GAAP EPS • Top and bottom-line results above high-end of guidance • Semiconductor revenue remains elevated • Sequential growth in Data Storage • Shipped LSA systems to Tier 1 Logic and Memory customers • New application wins: • LSA in automotive • LDD IBD for EUV pellicles • Further progress with new NSA and IBD products Robust results driven by Semiconductor strength and sequential growth in Data Storage LSA – Laser Spike Annealing NSA – Nanosecond Spike Annealing LDD – Low Defect Density IBD - Ion Beam Deposition EUV – Extreme Ultraviolet

Q3 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 core technologies providing significant value for advanced node semiconductor applications. Expect year-over-year growth in 2023. Compound Semiconductor opportunity driven by demand for epitaxy equipment for power electronics and photonics applications Semiconductor strength driven by broad demand for LSA systems. LSA adoption for new applications expected to drive future growth. Wet Processing

Q3 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 Additional Future Opportunities • Wet Processing for temporary bond clean GPU Current PTOR • Laser-Spike Annealing (LSA) • IBD for EUV mask blanks Additional Future Opportunities • Nanosecond Annealing (NSA) • IBD for low resistivity metals High-Bandwidth Memory (HBM) DRAM Current PTOR • Laser-Spike Annealing (LSA) Additional Future Opportunities • Nanosecond 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 HBM – High-Bandwidth Memory

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 7 Nanosecond Annealing Opportunity Enabling technology with strong customer pull • Shipped 1st NSA500TM eval system to Tier 1 logic customer • Solidifies Veeco’s leadership in advanced laser annealing technology and helps drive the Semi industry roadmap • Opportunity to expand SAM in Logic and Memory • Low thermal budget steps like Backside Power Delivery and Contact Anneal for advanced nodes • Material Modification steps like void removal, recrystallization and grain growth • Planning 2 nd eval shipment to Tier 1 customer in Q4 & initial HVM orders in late 2024 or 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 Lamp based (sub second) Lamp based Full wafer Illustration of Wafer Cross Section

Q3 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 advanced node wafer level semiconductor applications • Leveraging decades of experience and core IBD technology in Semiconductor market • Innovative technology addresses gaps with traditional technologies • Lower resistance metals essential for device speed and performance • Promising Tier 1 customer data displaying significant advantages vs PVD • On track to ship two evaluations to Tier 1 customers PVD IBD Illustration of grain size and distribution Uniformly oriented large grains = lowest resistivity Non-uniform, randomly oriented grains of small size PVD – Physical Vapor Deposition

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 9 John Kiernan CFO Financial Review

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 10 Q3 2023 Revenue by Market & Region 56% 14% 11% 19% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 29% 23% 15% 33% EMEA APAC China United States $177M Revenue Trend ($M) Q3 22 Q2 23 Q3 23 Semiconductor 100 106 98 Compound Semi 28 24 26 Data Storage 28 14 34 Scientific & Other 16 17 20 Total 172 162 177 Amounts may not calculate precisely due to rounding. ROW is negligible

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 11 Q3 2023 Operating Results In millions (except per share amounts) GAAP Non-GAAP Q2 23 Q3 23 Q2 23 Q3 23 Revenue $161.6 $177.4 $161.6 $177.4 Gross Profit 67.5 76.9 69.1 78.4 Gross Margin 41.8% 43.3% 42.7% 44.2% Operating Expenses 53.8 54.6 44.8 45.7 Operating Income 13.7 22.3 24.3 32.7 Net Income (Loss) ($85.3)* $24.6 20.6 31.0 Diluted Earnings (Loss) Per Share ($1.61)* $0.42 $0.36 $0.53 Diluted Shares 52.9 59.6 61.2 59.2 *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.

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 12 Balance Sheet and Cash Flow Highlights $ millions Q2 23 Q3 23 Cash & Short-Term Investments 287 287 Accounts Receivable 130 122 Inventories 244 252 Accounts Payable 63 63 Long-Term Debt Including Current Portion 274 275 Cash Flow from Operations 11 7 DSO (days) 72 62 DIO (days) 225 222 DPO (days) 61 57 Capital Expenditures 4 6 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.

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 13 2023 Guidance A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Q4 2023 Updated 2023 Revenue Outlook • Revenue from $630 - $670 million to $648 - $668 million Raising 2023 Non-GAAP EPS Outlook • Non-GAAP EPS from between $1.30 - $1.50 to $1.55 - $1.65 GAAP Non-GAAP Revenue $155M - $175M $155M - $175M Gross Margin 42% - 43% 43% - 44% Operating Expenses $53M - $55M $45M - $47M Net Income / (Loss) $13M - $20M $20M - $27M Diluted Earnings / (Loss) Per Share $0.22 - $0.33 $0.35 - $0.45

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 14 CEO Closing Remarks

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 15 Thank You Q&A

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 16 Backup and Financial Tables

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 17 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 Q3 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 98.2 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 25.7 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 34.0 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 19.6 Total 104.5 98.6 112.1 138.9 454.2 133.7 146.3 150.2 153.0 583.3 156.4 164.0 171.9 153.8 646.1 153.5 161.6 177.4 Amounts may not calculate precisely due to rounding.

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 18 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.

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 19 Supplemental Information—GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. $ millions Q2 23 Q3 23 Net sales $161.6 $177.4 GAAP gross profit 67.5 76.9 GAAP gross margin 41.8% 43.3% Add: Share-based comp 1.6 1.5 Non-GAAP gross profit $69.1 $78.4 Non-GAAP gross margin 42.7% 44.2% In millions Q2 23 Q3 23 GAAP Net income (loss) ($85.3) $24.6 Add: Share-based comp 7.9 7.4 Add: Amortization 2.1 2.1 Add: Transition expenses related to San Jose expansion project - - Add: Changes in contingent consideration 0.3 0.8 Add: Acquisition related 0.2 0.1 Add: Other (income) expense, net 97.1 - Add: Interest expense (income) 0.6 (0.3) Add: Tax expense (benefit) 1.3 (2.1) Non-GAAP operating income $24.3 $32.7 $ millions, except per share amounts Q2 23 Q3 23 GAAP Basic weighted average shares 52.9 55.4 GAAP Diluted weighted average shares 52.9 59.6 GAAP Basic EPS ($1.61) $0.44 GAAP Diluted EPS ($1.61) $0.42 GAAP Net income (loss) ($85.3) $24.6 Add: Share-based comp 7.9 7.4 Add: Amortization 2.1 2.1 Add: Transition expenses related to San Jose expansion project - - Add: Changes in contingent consideration 0.3 0.8 Add: Acquisition related 0.2 0.1 Add: Non-cash interest expense 0.3 0.3 Add: Other (income) expense, net 97.1 - Add: Tax adjustment from GAAP to Non-GAAP (2.1) (4.3) Non-GAAP net income 20.6 31.0 Non-GAAP basic EPS $0.39 $0.56 Non-GAAP diluted EPS $0.36 $0.53 Non-GAAP basic weighted average shares 52.9 55.4 Non-GAAP diluted weighted average shares 61.2 59.2 In millions Q2 23 Q3 23 GAAP operating expenses $53.8 $54.6 Share-based compensation (6.4) (5.9) Amortization (2.1) (2.1) Other (0.5) (0.9) Non-GAAP operating expenses $44.8 $45.7

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 20 $ millions Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $177.4 $177.4 Gross Profit 76.9 1.5 — — 78.4 Gross Margin 43.3% 44.2% Operating Expenses $54.6 (5.9) (2.1) (0.9) $45.7 Operating Income $22.3 7.4 2.1 0.9 $32.7 Net Income (loss) $24.6 7.4 2.1 (3.1) $31.0 Q3 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 $24.6 $31.0 Add: Interest on Convertible Senior Notes 0.5 0.5 Net income available to common shareholders 25.1 31.5 Basic weighted average common shares 55.4 55.4 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 59.6 59.2 Basic income per common share $0.44 $0.56 Diluted income per common share $0.42 $0.53 Other Non-GAAP Adjustments Changes in contingent consideration $0.8 Acquisition related 0.1 Subtotal 0.9 Non-cash Interest Expense 0.3 Non-GAAP tax adjustment (4.3) Total Other ($3.1)

Q3 2023 Financial Results Conference Call Copyright © 2023 Veeco Instruments Inc. All Rights Reserved. 21 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 66–76 1 — — 67–77 Gross Margin 42%–43% 43%–44% Operating Expenses $53–$55 (6) (2) — $45–$47 Operating Income $14–$21 7 2 — $23–$30 Net Income $13–$20 7 2 (2) $20–$27 Income per Diluted Share $0.22–$0.33 $0.35–$0.45 Q4 2023 Guidance ($ millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net Income $13–$20 $20–$27 Add: Interest on Convertible Senior Notes 0-0 0-0 Net income available to common shareholders 13-20 20-27 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 Diluted weighted average common shares 59-60 60-60 Income per diluted common share $0.22-$0.33 $0.35-$0.45 Reconciliation of GAAP Net Income to non-GAAP Operating Income GAAP Net Income $13–$20 Share-Based Compensation 7 Amortization 2 Income tax expense 1 Non-GAAP Operating Income $23–$30

XML

Document and Entity Information	Nov. 06, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 06, 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