10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 0-16244

VEECO INSTRUMENTS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	11-2989601
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
Terminal Drive Plainview, New York	11803
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:

(516) 677-0200

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒  No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐  No ☒

As of May 1, 2024, there were 56,637,662 shares of the registrant’s common stock outstanding.

VEECO INSTRUMENTS INC.

INDEX

Safe Harbor Statement	1
PART I—FINANCIAL INFORMATION	4
Item 1. Financial Statements	4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures about Market Risk	32
Item 4. Controls and Procedures	32
PART II—OTHER INFORMATION	33
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3. Defaults Upon Senior Securities	33
Item 4. Mine Safety Disclosures	33
Item 5. Other Information	33
Item 6. Exhibits	34
SIGNATURES	35

Safe Harbor Statement

This quarterly report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Discussions containing such forward-looking statements may be found in Part I - Items 1, 2, and 3 hereof, as well as within this Report generally. In addition, when used in this Report, the words “believes,” “anticipates,” “expects,” “estimates,” “targets,” “plans,” “intends,” “will,” and similar expressions related to the future are intended to identify forward-looking statements. All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results.

In addition, the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates and assumptions are based on knowledge of current events and planned actions to be undertaken in the future, they may ultimately differ from actual results. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. All estimates and assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from these estimates and assumptions.

The risks and uncertainties of Veeco Instruments Inc. (together with its consolidated subsidiaries, “Veeco,” the “Company,” “we,” “us,” and “our,” unless the context indicates otherwise) include, without limitation, those set forth under the heading “Risk Factors” in Part 1, Item 1A of our 2023 Form 10-K, and the following:

Risks Related to Our Business and Industry

● Unfavorable market conditions have adversely affected, and may continue to adversely affect, our operating results;

● We face significant competition;

● We operate in industries characterized by rapid technological change;

● Certain of our sales are dependent on the demand for consumer electronic products and automobiles, which can experience significant volatility;

● We have a concentrated customer base, located primarily in a limited number of regions, which operates in highly concentrated industries;

● The cyclicality of the industries we serve directly affects our business;

● Our failure to estimate customer demand accurately could result in inventory obsolescence, liabilities to our suppliers for products no longer needed, and manufacturing interruptions or delays which could affect our ability to meet customer demand;

1

● We rely on a limited number of suppliers, some of whom are our sole source for particular components;

● Our failure to successfully manage our outsourcing activities or failure of our outsourcing partners to perform as anticipated could adversely affect our results of operations;

● The timing of our orders, shipments, and revenue recognition may cause our quarterly operating results to fluctuate significantly;

● Our sales cycle is long and unpredictable;

● Our backlog is subject to customer cancellation or modification which could result in decreased sales, increased inventory obsolescence, and liabilities to our suppliers for products no longer needed;

● We are exposed to risks associated with business combinations, acquisitions, strategic investments and divestitures;

Risks Associated with Operating a Global Business

● We are exposed to risks of operating businesses outside the United States;

● Changes in U.S. trade policy and export controls and ongoing trade disputes between the U.S. and China have adversely affected, and may continue to adversely affect, our business, results of operations, and financial conditions;

● We may be unable to obtain required export licenses for the sale of our products;

● We are exposed to various risks associated with global regulatory requirements;

Risks Related to Intellectual Property and Cybersecurity

● Disruptions in our information technology systems or data security incidents could result in significant financial, legal, regulatory, business, and reputational harm to us;

● We may be unable to effectively enforce and protect our intellectual property rights;

● We may be subject to claims of intellectual property infringement by others;

Financial, Accounting, and Capital Markets Risks

● Our operating results may be adversely affected by tightening credit markets;

● We are subject to foreign currency exchange risks;

● We may be required to take impairment charges on assets;

● Changes in accounting pronouncements or taxation rules, practices, or rates may adversely affect our financial results;

● Our current debt facilities contain certain restrictions, covenants and repurchase provisions that may limit our ability to raise the funds necessary to meet our working capital needs, which may include the cash conversion of the Notes or repurchase of the Notes for cash upon a fundamental change;

2

● Issuance of our common stock, if any, upon conversion of the Notes, as well as the capped call transactions and the hedging activities of the option counterparties, may impair or reduce our ability to utilize our research and development credits carryforwards in the future;

● The capped call transactions may affect the value of the 2027 Notes and our common stock;

General Risk Factors

● The price of our common shares is volatile and could decrease;

● Our inability to attract, retain, and motivate employees could have a material adverse effect on our business;

● We are subject to risks of non-compliance with environmental, health, and safety regulations;

● We are exposed to risks associated with the increased attention by our stakeholders to environmental, social and governance (“ESG”) matters; and

● We have adopted certain measures that may have anti-takeover effects, which may make an acquisition of our Company by another company more difficult.

Consequently, such forward looking statements and estimates should be regarded solely as the current plans and beliefs of Veeco. We do not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

3

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Veeco Instruments Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except share amounts)

	March 31,		December 31,
	2024		2023
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	173,998	$	158,781
Restricted cash		326		339
Short-term investments		122,886		146,664
Accounts receivable, net		106,532		103,018
Contract assets		34,336		24,370
Inventories		243,266		237,635
Prepaid expenses and other current assets		34,550		35,471
Total current assets		715,894		706,278
Property, plant, and equipment, net		115,297		118,459
Operating lease right-of-use assets		23,685		24,377
Intangible assets, net		42,054		43,945
Goodwill		214,964		214,964
Deferred income taxes		118,724		117,901
Other assets		3,075		3,117
Total assets	$	1,233,693	$	1,229,041
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	54,011	$	42,383
Accrued expenses and other current liabilities		59,259		57,624
Contract liabilities		93,812		118,026
Income taxes payable		852		—
Current portion of long-term debt		26,425		—
Total current liabilities		234,359		218,033
Deferred income taxes		6,496		6,552
Long-term debt		248,811		274,941
Long-term operating lease liabilities		30,949		31,529
Other liabilities		25,168		25,544
Total liabilities		545,783		556,599
Stockholders' equity:
Preferred stock, $0.01 par value; 500,000 shares authorized; no shares issued and outstanding.		—		—
Common stock, $0.01 par value; 120,000,000 shares authorized; 56,637,473 shares issued and outstanding at March 31, 2024 and 56,364,131 shares issued and outstanding at December 31, 2023		566		564
Additional paid-in capital		1,196,180		1,202,440
Accumulated deficit		(510,315)		(532,169)
Accumulated other comprehensive income		1,479		1,607
Total stockholders' equity		687,910		672,442
Total liabilities and stockholders' equity	$	1,233,693	$	1,229,041

See accompanying Notes to the Consolidated Financial Statements.

4

Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three months ended March 31,
	2024		2023
Net sales	$	174,484	$	153,504
Cost of sales		99,065		91,487
Gross profit		75,419		62,017
Operating expenses, net:
Research and development		29,642		27,562
Selling, general, and administrative		24,700		22,627
Amortization of intangible assets		1,891		2,111
Other operating expense (income), net		(2,859)		(89)
Total operating expenses, net		53,374		52,211
Operating income		22,045		9,806
Interest income		3,324		2,073
Interest expense		(2,619)		(2,875)
Income before income taxes		22,750		9,004
Income tax expense		896		263
Net income	$	21,854	$	8,741
Income per common share:
Basic	$	0.39	$	0.17
Diluted	$	0.37	$	0.17
Weighted average number of shares:
Basic		55,968		50,559
Diluted		60,764		59,856

See accompanying Notes to the Consolidated Financial Statements.

5

Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

	Three months ended March 31,
	2024		2023
Net income	$	21,854	$	8,741
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on available-for-sale securities		(95)		470
Change in currency translation adjustments		(33)		6
Total other comprehensive income (loss), net of tax		(128)		476
Total comprehensive income	$	21,726	$	9,217

See accompanying Notes to the Consolidated Financial Statements.

6

Veeco Instruments Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three months ended March 31,
	2024		2023
Cash Flows from Operating Activities
Net income	$	21,854	$	8,741
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		6,405		6,276
Non-cash interest expense		296		226
Deferred income taxes		(842)		191
Share-based compensation expense		8,082		7,027
Change in contingent consideration		(625)		—
Changes in operating assets and liabilities:
Accounts receivable and contract assets		(13,480)		3,157
Inventories		(4,838)		(25,763)
Prepaid expenses and other current assets		395		(4,783)
Accounts payable and accrued expenses		17,621		13,431
Contract liabilities		(24,215)		5,534
Income taxes receivable and payable, net		853		94
Other, net		(2,145)		(213)
Net cash provided by (used in) operating activities		9,361		13,918
Cash Flows from Investing Activities
Capital expenditures		(5,990)		(6,946)
Acquisition of businesses, net of cash acquired		—		(30,373)
Proceeds from the sale of investments		53,473		40,049
Payments for purchases of investments		(28,791)		(3,492)
Proceeds from sale of productive assets		2,033		—
Net cash provided by (used in) investing activities		20,725		(762)
Cash Flows from Financing Activities
Restricted stock tax withholdings		(14,340)		(8,509)
Contingent consideration payment		(1,818)		—
Proceeds (net of tax withholdings) from option exercises and employee stock purchase plan		1,318		1,241
Extinguishment of Convertible Notes		—		(20,173)
Net cash provided by (used in) financing activities		(14,840)		(27,441)
Effect of exchange rate changes on cash and cash equivalents		(42)		10
Net increase (decrease) in cash, cash equivalents, and restricted cash		15,204		(14,275)
Cash, cash equivalents, and restricted cash - beginning of period		159,120		155,472
Cash, cash equivalents, and restricted cash - end of period	$	174,324	$	141,197
Supplemental Disclosure of Cash Flow Information
Interest paid	$	619	$	2,744
Income taxes paid, net of refunds received		992		386
Non-cash activities
Capital expenditures included in accounts payable and accrued expenses		599		5,052
Net transfer of inventory to property, plant and equipment		—		4,304
Right-of-use assets obtained in exchange for lease obligations		—		630

See accompanying Notes to the Consolidated Financial Statements.

7

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

(unaudited)

Note 1 — Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Veeco have been prepared in accordance with U.S. GAAP as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 270 for interim financial information and with the instructions to Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as the interim information is an update of the information that was presented in Veeco’s most recent annual financial statements. For further information, refer to Veeco’s Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal, recurring nature.

Veeco reports interim quarters on a 13-week basis ending on the last Sunday of each quarter. The fourth quarter always ends on the last day of the calendar year, December 31. The 2024 interim quarters end on March 31, June 30, and September 29, and the 2023 interim quarters ended on April 2, July 2, and October 1. These interim quarters are reported as March 31, June 30, and September 30 in Veeco’s interim consolidated financial statements.

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates.

Revenue Recognition

Revenue is recognized upon the transfer of control of the promised product or service to the customer in an amount that reflects the consideration the Company expects to receive in exchange for such product or service. The Company’s contracts with customers generally do not contain variable consideration. In the rare instances where variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price. The Company’s contracts with customers frequently contain multiple deliverables, such as systems, upgrades, components, spare parts, installation, maintenance, and service plans. Judgment is required to properly identify the performance obligations within a contract and to determine how the revenue should be allocated among the performance obligations. The Company also evaluates whether multiple transactions with the same customer or related parties should be considered part of a single contract based on an assessment of whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of one another.

When there are separate units of accounting, the Company allocates revenue to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling prices are determined based on the prices at which the Company separately sells the systems, upgrades, components, spare parts, installation, maintenance, and service plans. For items that are not sold separately, the Company estimates stand-alone selling prices generally using an expected cost plus margin approach.

Most of the Company’s revenue is recognized at a point in time when the performance obligation is satisfied. The Company considers many facts when evaluating each of its sales arrangements to determine the timing of revenue recognition, including its contractual obligations and the nature of the customer’s post-delivery acceptance provisions. The Company’s system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For many of these arrangements, a customer source inspection of the system is performed in the Company’s facility, test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery, or other quality assurance testing is performed

8

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

internally to ensure system functionality prior to shipment. Historically, such source inspection or test data replicates the field acceptance provisions that are performed at the customer’s site prior to final acceptance of the system. When the Company objectively demonstrates that the criteria specified in the contractual acceptance provisions are achieved prior to delivery either through customer testing or the Company’s historical experience of its tools meeting specifications, transfer of control of the product to the customer is considered to have occurred and revenue is recognized upon system delivery since there is no substantive contingency remaining related to the acceptance provisions at that date. For new products, new applications of existing products, or for products with substantive customer acceptance provisions where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred. The Company recognizes such revenue and costs upon obtaining objective evidence that the acceptance provisions can be achieved, assuming all other revenue recognition criteria have been met.

In certain cases the Company’s contracts with customers contain a billing retention, which is billed by the Company and payable by the customer when field acceptance provisions are completed. Revenue recognized in advance of the amount that has been billed is recorded as a contract asset on the Consolidated Balance Sheets.

The Company recognizes revenue related to maintenance and service contracts over time based upon the respective contract term. Installation revenue is recognized over time as the installation services are performed. The Company recognizes revenue from the sales of components, spare parts, and specified service engagements at a point in time, which is typically consistent with the time of delivery in accordance with the terms of the applicable sales arrangement.

The Company may receive advanced payments on system transactions. The timing of the transfer of goods or services related to the advanced payments is either at the discretion of the customer or generally expected to be within one year from the advanced receipt. As such, the Company does not adjust transaction prices for the time value of money. Incremental direct costs incurred related to the acquisition of a customer contract, such as sales commissions, are expensed as incurred since the expected amortization period is one year or less.

The Company has elected to treat shipping and handling costs as a fulfillment activity, and the Company includes such costs in cost of sales when the Company recognizes revenue for the related goods. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Each quarter the Company assesses the valuation and recoverability of all inventories: materials (raw materials, spare parts, and service inventory); work-in-process; and finished goods; and evaluation inventory at customer facilities. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials, and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of inventory, which would be reflected in cost of sales in the period the revision is made. Inventory acquired as part of a business combination is recorded at fair value on the date of acquisition.

Recent Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07: Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures. This standard primarily enhances disclosures about significant segment expenses. The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker (“CODM”) and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit and loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple

9

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

segment measures of profit or loss and contains other disclosure requirements. This authoritative guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of this new guidance on its consolidated financial statements.

Note 2 — Income Per Common Share

Basic income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted income per share is calculated by dividing net income available to common shareholders by the weighted average number of shares used to calculate basic income per share plus the weighted average number of common share equivalents outstanding during the period. The dilutive effect of outstanding options to purchase common stock and share-based awards is considered in diluted income per share by application of the treasury stock method. The dilutive effect of performance share units is included in diluted income per common share if the performance targets have been achieved, or would have been achieved if the reporting date was the end of the contingency period. Finally, the Company includes the dilutive effect of shares issuable upon conversion of its Notes in the calculation of diluted income per share using the if-converted method. The Company has the option for the 2025 and 2027 Notes to settle the conversion value in any combination of cash or shares, and as such, the maximum number of shares issuable are included in the dilutive share count if the effect would be dilutive. The Company must settle the principal amount of the 2029 Notes in cash, and has the option to settle any excess of the conversion value over the principal amount in any combination of cash or shares. As such, the Company only includes the excess shares that may be issuable above the principal amount of the 2029 Notes in the dilutive share count, if the effect would be dilutive.

The computations of basic and diluted income per share for the three months ended March 31, 2024 and 2023 are as follows:

	Three months ended March 31,
	2024		2023
	(in thousands, except per share amounts)
Numerator:
Net income	$	21,854	$	8,741
Interest expense associated with convertible notes		514		1,277
Net income available to common shareholders	$	22,368	$	10,018
Denominator:
Basic weighted average shares outstanding		55,968		50,559
Effect of potentially dilutive share-based awards		939		355
Dilutive effect of convertible notes		3,857		8,942
Diluted weighted average shares outstanding		60,764		59,856
Net income per common share:
Basic	$	0.39	$	0.17
Diluted	$	0.37	$	0.17
Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive		213		1,140
Potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive		—		5,603

10

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Note 3 — Business Combination

Epiluvac

On January 31, 2023, the Company acquired Epiluvac AB, a privately held manufacturer of chemical vapor deposition (CVD) epitaxy systems that enable silicon carbide (SiC) applications in the electric vehicle market. This acquisition is expected to accelerate penetration into the emerging, high-growth SiC equipment market. The results of Epiluvac’s operations have been included in the consolidated financial statements since the date of acquisition. Acquisition date fair value totaled $56.4 million, which included $30.4 million of cash and $26.1 million of contingent consideration.

The purchase agreement included performance milestones that, if achieved, could trigger additional payments to the original selling shareholders. The contingent arrangements include payments up to $15.0 million based on the timely completion of certain defined milestones tied to strategic targets, and up to $20.0 million based on the percentage of orders received during the defined Earn-out period. The Earn-out period is four years after the closing date of the acquisition, or earlier if certain conditions are met.

The Company estimated the fair value of the contingent consideration by assigning probabilities and discount factors to each of the various defined performance milestones, while using a Monte-Carlo simulation model to determine the most likely outcome for payments to be based on value of orders received. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined in ASC 820. The discount rate used was 5.54% for the strategic target and order value related contingent payments. The rate was determined based on the nature of the milestone, the risks and uncertainties involved and the time period until the milestone was measured. The determination of the various probabilities and discount factors is highly subjective, requires significant judgment and is influenced by a number of factors, including the adoption of SiC technology. The aggregate fair value of the contingent consideration arrangement at the acquisition date was $26.1 million. While the use of SiC is expected to grow in the near future, it is difficult to predict the rate at which SiC will be adopted by the market and thus would impact the sales of our equipment.

The Company updates its estimate of fair value of the contingent consideration each reporting period, utilizing the same methodologies described above. The discount rate used was 5.6% for the strategic target and order value related contingent payments. During the three months ended March 31, 2024, the Company recognized approximately $0.6 million of a reduction to contingent consideration, included within “Other operating expense (income) net” in the Consolidated Statement of Operations. Additionally, during the three months ended March 31, 2024, the Company paid $1.8 million to the original selling shareholders in recognition of a performance milestone having been successfully completed. Total contingent consideration liability as of March 31, 2024 was $21.8 million included within “Other liabilities” on the Consolidated Balance Sheet.

Note 4 — Assets

Investments

Short-term investments are generally classified as available-for-sale and reported at fair value, with unrealized gains and losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income” in the Consolidated Balance Sheets. These securities may include U.S. treasuries, government agency securities, corporate debt, and commercial paper, all with maturities of greater than three months when purchased. All realized gains and losses and unrealized losses resulting from declines in fair value that are other than temporary are included in “Other operating expense (income), net” in the Consolidated Statements of Operations.

11

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants. Veeco classifies certain assets based on the following fair value hierarchy:

Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Veeco has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts.

The following table presents the portion of Veeco’s assets that were measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023:

	Level 1		Level 2		Level 3		Total
	(in thousands)
March 31, 2024
Cash equivalents
Certificate of deposits and time deposits	$	84,211	$	—	$	—	$	84,211
Corporate debt		—		2,655		—		2,655
U.S. treasuries		9,999		—		—		9,999
Money market cash		21,363		—		—		21,363
Total	$	115,573	$	2,655	$	—	$	118,228
Short-term investments
U.S. treasuries	$	46,464	$	—	$	—	$	46,464
Government agency securities		—		25,425		—		25,425
Corporate debt		—		50,997		—		50,997
Total	$	46,464	$	76,422	$	—	$	122,886
December 31, 2023
Cash equivalents
Certificate of deposits and time deposits	$	74,262	$	—	$	—	$	74,262
Corporate debt		—		1,988		—		1,988
Money market cash		21,587		—		—		21,587
Total	$	95,849	$	1,988	$	—	$	97,837
Short-term investments
U.S. treasuries	$	59,493	$	—	$	—	$	59,493
Government agency securities		—		41,818		—		41,818
Corporate debt		—		35,409		—		35,409
Commercial paper		—		9,944		—		9,944
Total	$	59,493	$	87,171	$	—	$	146,664

There were no transfers between fair value measurement levels during the three months ended March 31, 2024.

12

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

At March 31, 2024 and December 31, 2023, the amortized cost and fair value of available-for-sale securities consist of:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
	(in thousands)
March 31, 2024
U.S. treasuries	$	46,565	$	—	$	(101)	$	46,464
Government agency securities		25,455		—		(30)		25,425
Corporate debt		51,098		—		(101)		50,997
Total	$	123,118	$	—	$	(232)	$	122,886
December 31, 2023
U.S. treasuries	$	59,541	$	3	$	(51)	$	59,493
Government agency securities		41,843		6		(31)		41,818
Corporate debt		35,447		9		(47)		35,409
Commercial paper		9,944		—		—		9,944
Total	$	146,775	$	18	$	(129)	$	146,664

Available-for-sale securities in a loss position at March 31, 2024 and December 31, 2023 consist of:

	Continuous Loss Position				Continuous Loss Position
	for Less than 12 Months				for 12 Months or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses
		(in thousands)
March 31, 2024
U.S. treasuries	$	46,464	$	(101)	$	—	$	—
Government agency securities		25,425		(30)		—		—
Corporate debt		45,471		(98)		1,495		(3)
Total	$	117,360	$	(229)	$	1,495	$	(3)
December 31, 2023
U.S. treasuries	$	43,118	$	(50)	$	—	$	—
Government agency securities		34,885		(31)		—		—
Corporate debt		23,262		(33)		2,618		(15)
Total	$	101,265	$	(114)	$	2,618	$	(15)

The contractual maturities of securities classified as available-for-sale at March 31, 2024 were as follows:

	March 31, 2024
	Amortized		Estimated
	Cost		Fair Value
		(in thousands)
Due in one year or less	$	112,231	$	112,050
Due after one year through two years		10,887		10,836
Total	$	123,118	$	122,886

13

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. There were no realized gains or losses, or unrealized losses from declines in fair value that are other than temporary, for the three months ended March 31, 2024 and 2023.

Accounts Receivable

Accounts receivable is presented net of an allowance for doubtful accounts of $1.0 million at March 31, 2024 and December 31, 2023. The Company considered its current expectations of future economic conditions when estimating its allowance for doubtful accounts.

Inventories

Inventories at March 31, 2024 and December 31, 2023 consist of the following:

	March 31,		December 31,
	2024		2023
	(in thousands)
Materials	$	144,793	$	139,884
Work-in-process		75,344		71,278
Finished goods		3,670		6,183
Evaluation inventory		19,459		20,290
Total	$	243,266	$	237,635

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets primarily consist of supplier deposits, prepaid value-added tax, lease deposits, prepaid insurance, prepaid software and maintenance, and other receivables. The Company had deposits with its suppliers of $17.0 million and $19.4 million at March 31, 2024 and December 31, 2023, respectively.

Property, Plant, and Equipment

Property, plant, and equipment at March 31, 2024 and December 31, 2023 consist of the following:

	March 31,		December 31,
	2024		2023
	(in thousands)
Land	$	5,061	$	5,061
Building and improvements		61,292		61,679
Machinery and equipment (1)		182,811		181,180
Leasehold improvements		53,009		52,913
Gross property, plant, and equipment		302,173		300,833
Less: accumulated depreciation and amortization		186,876		182,374
Net property, plant, and equipment	$	115,297	$	118,459

(1) Machinery and equipment also includes software, furniture and fixtures

For the three months ended March 31, 2024 and 2023, depreciation expense was $4.5 million and $4.2 million, respectively.

14

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Goodwill

Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. There were no changes to goodwill during the three months ended March 31, 2024.

Intangible Assets

Intangible assets consist of purchased technology, customer relationships, patents, trademarks and tradenames, licenses, and backlog, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined.

The components of purchased intangible assets were as follows:

	March 31, 2024						December 31, 2023
			Accumulated						Accumulated
	Gross		Amortization				Gross		Amortization
	Carrying		and		Net		Carrying		and		Net
	Amount		Impairment		Amount		Amount		Impairment		Amount
	(in thousands)
Technology	$	355,928	$	322,997	$	32,931	$	355,928	$	321,923	$	34,005
Customer relationships		146,925		138,154		8,771		146,925		137,649		9,276
Trademarks and tradenames		30,910		30,571		339		30,910		30,269		641
Other		3,746		3,733		13		3,746		3,723		23
Total	$	537,509	$	495,455	$	42,054	$	537,509	$	493,564	$	43,945

Other intangible assets primarily consist of patents, licenses, and backlog.

Note 5 — Liabilities

Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities at March 31, 2024 and December 31, 2023 consist of:

	March 31,		December 31,
	2024		2023
	(in thousands)
Payroll and related benefits	$	35,059	$	28,321
Warranty		8,667		8,864
Operating lease liabilities		3,955		4,025
Interest		2,804		1,149
Professional fees		2,237		1,834
Sales, use, and other taxes		3,217		1,825
Contingent consideration		—		1,814
Other		3,320		9,792
Total	$	59,259	$	57,624

Warranty

Warranties are typically valid for one year from the date of system final acceptance. The Company estimates the costs that may be incurred under the warranty which are determined by analyzing specific product and historical configuration

15

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

statistics and regional warranty support costs and are affected by product failure rates, material usage, and labor costs incurred in correcting product failures during the warranty period. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. Changes in product warranty reserves for the three months ended March 31, 2024 include:

		(in thousands)
Balance - December 31, 2023	$	8,864
Warranties issued		1,545
Consumption of reserves		(1,542)
Changes in estimate		(200)
Balance - March 31, 2024	$	8,667

Contract Liabilities and Performance Obligations

Contract liabilities consist of unsatisfied performance obligations related to advanced payments received and billing in excess of revenue recognized. The contract liability balance as of December 31, 2023 was approximately $118.0 million, of which the Company recognized approximately $35.6 million in revenue during the three months ended March 31, 2024.

This reduction in contract liabilities was offset in part by new billings for products and services which were unsatisfied performance obligations to customers and revenue had not yet been recognized as of March 31, 2024.

As of March 31, 2024, the Company has approximately $139.8 million of remaining performance obligations on contracts with an original estimated duration of one year or more, of which approximately 82% is expected to be recognized within one year, with the remaining amounts expected to be recognized between one to three years. The Company has elected to exclude disclosures regarding remaining performance obligations that have an original expected duration of one year or less.

Convertible Senior Notes

2023 Notes

On January 10, 2017, the Company issued $345.0 million of 2.70% convertible senior unsecured notes due 2023 (the “2023 Notes”). The 2023 Notes had a maturity date of January 15, 2023, unless earlier purchased by the Company, redeemed, or converted. The Company repurchased and retired approximately $111.5 million and $213.3 million of aggregate principal amount of its outstanding 2023 Notes during the years ended December 31, 2021 and December 31, 2020, respectively.

The 2023 notes that remained outstanding matured on January 15, 2023 and were paid in cash and settled by the Company at that time.

2025 Notes

On November 17, 2020, as part of the privately negotiated exchange agreement, the Company issued $132.5 million of 3.50% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2021. The 2025 Notes mature on January 15, 2025, unless earlier purchased by the Company, redeemed, or converted.

On May 19, 2023, in connection with the completion of a private offering of $230.0 million aggregate principal amount of 2.875% convertible senior notes due 2029 described below, the Company repurchased and retired approximately

16

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

$106.0 million in aggregate principal amount of its outstanding 2025 Notes, with a carrying amount of $105.4 million, for approximately $106.0 million of cash and 0.7 million shares of the Company’s common stock. The Company accounted for the partial settlement of the 2025 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $16.5 million for the year ended December 31, 2023.

2027 Notes

On May 18, 2020, the Company completed a private offering of $125.0 million of 3.75% convertible senior notes due 2027 (the “2027 Notes”). The Company received net proceeds of approximately $121.9 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $10.3 million of cash to purchase capped calls, discussed below. The 2027 Notes bear interest at a rate of 3.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027 Notes mature on June 1, 2027, unless earlier purchased by the Company, redeemed, or converted.

On May 19, 2023, in connection with the completion of a private offering of $230.0 million aggregate principal amount of 2.875% convertible senior notes due 2029 described below, the Company repurchased and retired approximately $100.0 million in aggregate principal amount of its outstanding 2027 Notes, with a carrying amount of $98.5 million, for approximately $92.8 million of cash and 3.8 million shares of the Company’s common stock. The Company accounted for the partial settlement of the 2027 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $80.6 million for the year ended December 31, 2023.

2029 Notes

On May 19, 2023, the Company completed a private offering of $230.0 million of 2.875% convertible senior notes due 2029 (the “2029 Notes”). The Company received net proceeds of approximately $223.2 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $198.8 million of net proceeds from the offering to fund the cash portion of the 2025 Notes and 2027 Notes extinguishments described above and the remainder for general corporate purposes. The 2029 Notes bear interest at a rate of 2.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2023. The 2029 Notes mature on June 1, 2029, unless earlier purchased by the Company, redeemed, or converted. The Company will settle any conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted, and paying or delivering either cash, shares of Company’s common stock, or a combination of cash and shares of common stock at the Company’s election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted.

The 2025 Notes, 2027 Notes, and 2029 Notes (collectively, the “Notes”) are unsecured senior obligations of Veeco and rank senior in right of payment to any of Veeco’s subordinated indebtedness; equal in right of payment to all of Veeco’s unsecured indebtedness that is not subordinated; effectively subordinated in right of payment to any of Veeco’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of Veeco’s subsidiaries.

The Company may redeem for cash, at its option, all or any portion of (i) the outstanding 2025 Notes at any time on or after January 15, 2023, (ii) the outstanding 2027 Notes at any time on or after June 6, 2024 and/or (iii) the outstanding 2029 Notes at any time on or after June 8, 2026, in each case, at a redemption price equal to 100% of the principal amount of such Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the common stock has been at least 130% of the conversion price for the applicable series of Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date

17

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

on which the Company provides the redemption notice. Upon the Company’s notice of redemption, holders may elect to convert their Notes based on the conversion rates and criteria outlined below.

The Notes are convertible at the option of the holders upon the satisfaction of specified conditions and during certain periods as described below. The initial conversion rates are 41.6667, 71.5372, and 34.21852 shares of the Company’s common stock per $1,000 principal amount of the 2025 Notes, 2027 Notes, and 2029 Notes, respectively, representing initial effective conversion prices of $24.00, $13.98, and $29.22 per share of common stock, respectively. The conversion rates may be subject to adjustment upon the occurrence of certain specified events.

Holders may convert all or any portion of their Notes, in multiples of one thousand dollar principal amount, at their option at any time prior to the close of business on the business day immediately preceding October 15, 2024, with respect to the 2025 Notes, October 1, 2026, with respect to the 2027 Notes, and February 1, 2029 with respect to the 2029 Notes, only under the following circumstances:

(i) During any calendar quarter (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

(ii) During the five consecutive business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollar principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Veeco’s common stock and the conversion rate on each such trading day;

(iii) If the Company calls any or all of applicable series of the Notes for redemption at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

(iv) Upon the occurrence of specified corporate events.

For the calendar quarter ended March 31, 2024, the last reported sales price of the common stock during the 30 consecutive trading days, based on the criteria outlined in (i) above, was greater than 130% of the conversion price of the 2025 Notes and 2027 Notes, and as such are convertible by the holders until June 30, 2024.

Holders may convert their Notes at any time, regardless of the foregoing circumstances, on October 15, 2024 with respect to the 2025 Notes, October 1, 2026 with respect to the 2027 Notes, and February 1, 2029 with respect to the 2029 Notes, until the close of business on the business day immediately preceding the respective maturity date.

The Notes are recorded as a single unit within liabilities in the consolidated balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium. Transaction costs of $1.9 million, $3.1 million, and $6.8 million incurred in connection with the issuance of the 2025 Notes, 2027 Notes, and 2029 Notes, respectively, were recorded as direct deductions from the related debt liabilities and recognized as non-cash interest expense using the effective interest method over the expected terms of the Notes.

18

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

The carrying value of the 2025 Notes, 2027 Notes, and 2029 Notes are as follows:

		March 31, 2024						December 31, 2023
		Principal Amount		Unamortized transaction costs		Net carrying value		Principal Amount		Unamortized transaction costs		Net carrying value
		(in thousands)
2025 Notes	$	26,500	$	(75)	$	26,425	$	26,500	$	(102)	$	26,398
2027 Notes		25,000		(293)		24,707		25,000		(313)		24,687
2029 Notes		230,000		(5,896)		224,104		230,000		(6,144)		223,856
Net carrying value	$	281,500	$	(6,264)	$	275,236	$	281,500	$	(6,559)	$	274,941

Total interest expense related to the 2023 Notes, 2025 Notes, 2027 Notes, and 2029 Notes is as follows:

	Three months ended March 31,
	2024		2023
	(in thousands)
Cash Interest Expense
Coupon interest expense - 2023 Notes	$	—	$	23
Coupon interest expense - 2025 Notes		232		1,159
Coupon interest expense - 2027 Notes		234		1,172
Coupon interest expense - 2029 Notes		1,653		—
Non-cash Interest Expense
Amortization of debt discount/transaction costs- 2023 Notes		—		4
Amortization of debt discount/transaction costs- 2025 Notes		28		117
Amortization of debt discount/transaction costs- 2027 Notes		20		105
Amortization of debt discount/transaction costs- 2029 Notes		248		—
Total Interest Expense	$	2,415	$	2,580

The Company determined the 2025 Notes, 2027 Notes, and 2029 Notes are Level 2 liabilities in the fair value hierarchy and had an estimated fair value at March 31, 2024 of $36.8 million, $62.1 million, and $342.5 million, respectively.

Capped Call Transactions

In connection with the offering of the 2027 Notes, on May 13, 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”), pursuant to capped call confirmations, covering the total principal amount of the 2027 Notes for an aggregate premium of $10.3 million. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2027 Notes and/or offset any cash payments the Company is required to make in excess of the aggregate principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a cap based on the capped price of the Capped Call Transactions. The Capped Call Transactions exercise price is equal to the initial conversion price of the 2027 Notes, and the capped price of the Capped Call Transactions is approximately $18.46 per share and is subject to certain adjustments under the terms of the capped call confirmations.

The Capped Call Transactions are separate transactions entered into by the Company with the capped call counterparties, are not part of the terms of the 2027 Notes and do not change the holders’ rights under the 2027 Notes. Holders of the 2027 Notes do not have any rights with respect to the Capped Call Transactions. The cost of the Capped Call Transactions is not expected to be tax-deductible as the Company did not elect to integrate the Capped Call Transactions into the 2027 Notes for tax purposes. The Company used a portion of the net proceeds from the offering of the 2027 Notes to pay for the Capped Call Transactions, and the cost of the Capped Call Transactions was recorded as a reduction of the Company’s additional paid-in capital in the accompanying consolidated financial statements.

19

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Revolving Credit Facility

On December 16, 2021, the Company entered into a loan and security agreement providing for a senior secured revolving credit facility in an aggregate principal amount of $150 million (the “Credit Facility”), including a $15 million letter of credit sublimit. The Credit Facility is guaranteed by the Company’s direct material U.S. subsidiaries, subject to customary exceptions. Borrowings under the Credit Facility are secured by a first-priority lien on substantially all of the assets of the Company, subject to customary exceptions. The Credit Facility has a term of five years, maturing on December 16, 2026, or earlier if certain liquidity measures are not met prior to the 2025 Notes maturing. Subject to certain conditions and the receipt of commitments from the lenders, the Loan and Security Agreement allows for revolving commitments under the Credit Facility to be increased by up to $75 million. The existing lenders under the Credit Facility are entitled, but not obligated, to provide such incremental commitments.

Borrowings will bear interest at a floating rate which can be, at the Company’s option, either (a) an alternate base rate plus an applicable rate ranging from 0.50% to 1.25% or (b) a Secured Overnight Financing Rate (“SOFR”) (with a floor of 0.00%) for the specified interest period plus an applicable rate ranging from 1.50% to 2.25%, in each case, depending on the Company’s Secured Net Leverage Ratio (as defined in the Loan and Security Agreement). The Company will pay an unused commitment fee ranging from 0.25% to 0.35% based on unused capacity under the Credit Facility and the Company’s Secured Net Leverage Ratio. The Company may use the proceeds of borrowings under the Credit Facility to pay transaction fees and expenses, provide for its working capital needs and reimburse drawings under letters of credit and for other general corporate purposes.

The Loan and Security Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, maintenance of properties and insurance, compliance with laws, including environmental laws, the provision of additional guarantees, and an affiliate transactions covenant, subject to certain exceptions. The Loan and Security Agreement contains customary negative covenants, including, among others, restrictions on the ability to merge and consolidate with other companies, incur indebtedness, refinance our existing convertible notes, grant liens or security interests on assets, make investments, acquisitions, loans, or advances, pay dividends, and sell or otherwise transfer assets.

The Loan and Security Agreement contains financial maintenance covenants that require the Borrower to maintain an Interest Coverage Ratio (as defined in the Loan and Security Agreement) of not less than 3.00 to 1.00, a Total Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 4.50 to 1.00, and a Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 2.50 to 1.00, in each case, tested at the end of each fiscal quarter commencing with the fiscal quarter ending September 30, 2022. The Loan and Security Agreement also provides for a number of customary events of default, including, among others: payment defaults to the lenders; voluntary and involuntary bankruptcy proceedings; covenant defaults; material inaccuracies of representations and warranties; certain change of control events; material money judgments; and other customary events of default. The occurrence of an event of default could result in the acceleration of obligations and the termination of lending commitments under the Loan and Security Agreement.

No amounts were outstanding under the Credit Facility as of March 31, 2024 or December 31, 2023.

Other Liabilities

Other liabilities at March 31, 2024 and December 31, 2023 were approximately $25.2 million and $25.5 million, respectively; which primarily included contingent consideration of $21.8 million and $22.4 million, respectively; medical and dental benefits from former executives of $1.9 million; and asset retirement obligations of $0.9 million.

20

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Note 6 — Commitments and Contingencies

Leases

The Company’s operating leases primarily include real estate leases for properties used for manufacturing, R&D activities, sales and service, and administration, as well as certain equipment leases. Some leases may include options to renew for a period of up to 5 years, while others may include options to terminate the lease. The weighted average remaining lease term of the Company’s operating leases as of March 31, 2024 was 11 years, and the weighted average discount rate used in determining the present value of future lease payments was 5.6%.

The following table provides the maturities of lease liabilities at March 31, 2024:

	Operating
	Leases
	(in thousands)
Payments due by period:
2024	$	2,557
2025		4,138
2026		4,097
2027		3,640
2028		3,422
Thereafter		30,824
Total future minimum lease payments		48,678
Less: Imputed interest		(13,774)
Total	$	34,904
Reported as of March 31, 2024
Accrued expenses and other current liabilities	$	3,955
Long-term operating lease liabilities		30,949
Total	$	34,904

Operating lease costs for the three months ended March 31, 2024 and 2023 were $1.2 million and $1.4 million, respectively. Variable lease costs for the three months ended March 31, 2024 and 2023 were $0.4 million and $0.3 million, respectively. Additionally, the Company has an immaterial amount of short-term leases. Operating cash outflows from operating leases for the three months ended March 31, 2024 and 2023 were $1.6 million and $1.4 million, respectively.

Receivable Purchase Agreement

The Company entered into a receivable purchase agreement with a financial institution to sell certain of its trade receivables from customers without recourse, up to $30.0 million at any point in time. Pursuant to this agreement, the Company did not sell any receivables during the three months ended March 31, 2024, and $18.9 million was available under the agreement for additional sales of receivables as of March 31, 2024. The Company sold $8.3 million of receivables under this agreement for the three months ended March 31, 2023. The net sale of accounts receivable under the agreement is reflected as a reduction of accounts receivable in the Company’s Consolidated Balance Sheet at the time of sale and any fees for the sale of trade receivables were not material for the periods presented.

21

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Purchase Commitments

Veeco has purchase commitments of $200.8 million at March 31, 2024, substantially all of which become due within one year.

Bank Guarantees

Veeco has bank guarantees and letters of credit issued by a financial institution on its behalf as needed. At March 31, 2024, outstanding bank guarantees and standby letters of credit totaled $23.7 million, and unused bank guarantees and letters of credit of $17.0 million were available to be drawn upon.

Legal Proceedings

The Company is involved in various legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Note 7 — Equity

Statement of Stockholders’ Equity

The following tables present the changes in Stockholders’ Equity:

								Accumulated
				Additional				Other
	Common Stock			Paid-in		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Income		Total
	(in thousands)
Balance at December 31, 2023	56,364	$	564	$	1,202,440	$	(532,169)	$	1,607	$	672,442
Net income	—		—		—		21,854		—		21,854
Other comprehensive income (loss), net of tax	—		—		—		—		(128)		(128)
Share-based compensation expense	—		—		8,082		—		—		8,082
Net issuance under employee stock plans	273		2		(14,342)		—		—		(14,340)
Balance at March 31, 2024	56,637	$	566	$	1,196,180	$	(510,315)	$	1,479	$	687,910

								Accumulated
				Additional				Other
	Common Stock			Paid-in		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Income		Total
	(in thousands)
Balance at December 31, 2022	51,660	$	517	$	1,078,180	$	(501,801)	$	928	$	577,824
Net income	—		—		—		8,741		—		8,741
Other comprehensive income (loss), net of tax	—		—		—		—		476		476
Share-based compensation expense	—		—		7,027		—		—		7,027
Net issuance under employee stock plans	33		—		(8,509)		—		—		(8,509)
Balance at March 31, 2023	51,693	$	517	$	1,076,698	$	(493,060)	$	1,404	$	585,559

22

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Accumulated Other Comprehensive Income (“AOCI”)

The following table presents the changes in the balances of each component of AOCI, net of tax:

			Unrealized
			Gains (Losses)
	Foreign		on Available
	Currency		for Sale
	Translation		Securities		Total
	(in thousands)
Balance - December 31, 2023	$	1,761	$	(154)	$	1,607
Other comprehensive income (loss)		(33)		(95)		(128)
Balance - March 31, 2024	$	1,728	$	(249)	$	1,479

There were minimal reclassifications from AOCI into net income for the three months ended March 31, 2024 and 2023.

Note 8 — Share-based Compensation

Restricted share awards are issued to employees and to members of our board of directors that are subject to specified restrictions and a risk of forfeiture. The restrictions typically lapse over one to four years and may entitle holders to dividends and voting rights. Other types of share-based compensation include performance share awards, performance share units, and restricted share units (collectively with restricted share awards, “restricted shares”), as well as options to purchase common stock.

Share-based compensation expense was recognized in the following line items in the Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023:

	Three months ended March 31,
	2024		2023
	(in thousands)
Cost of sales	$	1,730	$	1,451
Research and development		2,318		2,089
Selling, general, and administrative		4,034		3,487
Total	$	8,082	$	7,027

For the three months ended March 31, 2024, equity activity related to non-vested restricted shares and performance shares was as follows:

		Weighted
		Average
	Number of	Grant Date
	Shares	Fair Value
	(in thousands)
Balance - December 31, 2023	2,464	$	26.19
Granted	1,019		37.72
Performance award adjustments	200		27.81
Vested	(1,040)		25.93
Forfeited	(13)		23.06
Balance - March 31, 2024	2,630	$	31.13

23

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

Note 9 — Income Taxes

Income taxes are estimated for each of the jurisdictions in which the Company operates. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. Realization of net deferred tax assets is dependent on future taxable income.

At the end of each interim reporting period, the effective tax rate is aligned with expectations for the full year. This estimate is used to determine the income tax provision on a year-to-date basis and may change in subsequent interim periods.

Income before income taxes and income tax expense for the three months ended March 31, 2024 and 2023 were as follows:

	Three months ended March 31,
	2024		2023
	(in thousands, except percentages)
Income before income taxes	$	22,750	$	9,004
Income tax expense	$	896	$	263
Effective tax rate		3.94%		2.93%

The Company’s income tax expense for the three months ended March 31, 2024 was $0.9 million, compared to $0.3 million for the comparable prior period. For the three months ended March 31, 2024 and March 31, 2023, the effective tax rate was lower than the U.S. statutory tax rate primarily relating to a discrete income tax benefit for share-based compensation windfall. Additionally, the effective tax rate was also favorably impacted by the tax benefits related to Foreign-Derived Intangible Income and research and development tax credits.

Note 10 — Segment Reporting and Geographic Information

Veeco operates and measures its results in one operating segment and therefore has one reportable segment: the development, manufacture, sales, and support of semiconductor and thin film process equipment primarily sold to make electronic devices.

Veeco serves the following four end-markets:

Semiconductor

The Semiconductor market refers to early process steps in logic and memory applications where silicon wafers are processed. There are many different process steps in forming patterned wafers, such as deposition, etching, masking, and doping, where the microchips are created but remain on the silicon wafer. This market includes mask blank production for extreme ultraviolet (“EUV”) lithography, as well as Advanced Packaging, which refers to a portfolio of wafer-level assembly technologies that enable improved performance of electronic products, such as smartphones, high-end servers, and graphical processors.

Compound Semiconductor

The Compound Semiconductor market includes Photonics, Power Electronics, RF Filters and Amplifiers, and Solar applications. Photonics refers to light source technologies and laser-based solutions for 3D sensing, datacom and telecom applications. This includes micro-LED, laser diodes, edge emitting lasers and vertical cavity surface emitting lasers (“VCSELs”). Power Electronics refers to semiconductor devices such as rectifiers, inverters and converters for the

24

Veeco Instruments Inc. and Subsidiaries

Notes to the Consolidated Financial Statements - continued

(unaudited)

control and conversion of electric power in applications such as fast or wireless charging of consumer electronics and automotive applications. RF power amplifiers and filters (including surface acoustic wave (“SAW”) and bulk acoustic wave (“BAW”) filters) are used in 5G communications infrastructure, smartphones, tablets, and mobile devices. They make use of radio waves for wireless broadcasting and/or communications. Solar refers to power obtained by harnessing the energy of the sun through the use of compound semiconductor devices such as photovoltaics.

Data Storage

Data Storage refers to the Hard Disk Drive (“HDD”) market, for which our systems enable customers to manufacture thin film magnetic heads for hard disk drives as part of large capacity storage applications.

Scientific & Other

Scientific & Other refers to advanced materials research and a range of manufacturing applications including optical coatings (laser mirrors, optical filters, and anti-reflective coatings).

Sales by end-market and geographic region for the three months ended March 31, 2024 and 2023 were as follows:

	Three months ended March 31,
	2024		2023
	(in thousands)
Sales by end-market
Semiconductor	$	120,384	$	93,107
Compound Semiconductor		21,002		21,159
Data Storage		18,017		21,514
Scientific & Other		15,081		17,724
Total	$	174,484	$	153,504
Sales by geographic region
United States	$	27,868	$	31,011
EMEA(1)		8,488		22,947
China		64,308		60,747
Rest of APAC		73,220		38,744
Rest of World		600		54
Total	$	174,484	$	153,504

(1) EMEA consists of Europe, the Middle East, and Africa

For geographic reporting, sales are attributed to the location in which the customer facility is located.

25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward Looking Statements

Our discussion below constitutes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Report, the words “believes,” “anticipates,” “expects,” “estimates,” “targets,” “plans,” “intends,” “will,” and similar expressions related to the future are intended to identify forward-looking statements. All forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from projected results. You should not place undue reliance on any forward-looking statements, which speak only as of the dates they are made.

Executive Summary

We are an innovative manufacturer of semiconductor process equipment. Our proven ion beam, laser annealing, lithography, MOCVD, CVD, and single wafer wet processing 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.

Business Update

The Semiconductor industry has been historically cyclical based on fluctuations in global chip production capacity and demand. Semiconductor industry sales declined in 2023 to approximately $550 billion dollars after several years of growth following the pandemic. Looking ahead, industry analysts are forecasting long-term growth of the Semiconductor industry, driven by secular growth trends such as artificial intelligence, high-performance computing, mobile connectivity, and the transformation of the automotive industry, as well as government programs globally to accelerate strategic investment in next-generation technologies.

Growth in the Semiconductor industry, coupled with increasing technological complexity of Semiconductor chips, are expected to drive long-term growth in Wafer Fab Equipment (“WFE”) spending. In an effort to improve chip performance and reduce costs, today’s most advanced Semiconductor manufacturers are shrinking device geometries and investing in more complex technologies, including 3D devices, Gate-All-Around architectures, as well as backside power delivery. As a result, growth of the WFE market is expected to keep pace with growth of the Semiconductor industry, which we believe should benefit semiconductor capital equipment providers, including Veeco.

Our strategy of investing in advanced logic and memory has enabled our Semiconductor business to outperform WFE growth for 3 consecutive years. Veeco technologies are at the forefront of new technological innovations in the Semiconductor industry, including manufacturing of higher performance AI chips, and we continue to invest in new technologies to expand our Served Available Market (“SAM”) to a broad range of new applications.

Semiconductor revenue increased by 29% in first quarter 2024 from the comparable year period, comprising 69% of total revenue. This increase was led by strong demand for our Laser Annealing systems. Our laser annealing solutions continue to gain share in advanced node logic, highlighted by recent wins at both new and existing customers. In 2023, we won business with a new Tier 1 logic customer for advanced anneal applications and shipped multiple systems to this customer. In first quarter 2024, we received a multi-tool laser annealing order from a leading edge logic foundry for their 2nm gate-all-around process. In the memory market, a Tier 1 memory customer placed several Laser Spike Annealing (“LSA”) orders for high volume production of High Bandwidth Memory (“HBM”) and advanced DRAM devices following a successful evaluation program, and we’ve shipped multiple systems to this customer. While our growth strategy is predominately focused on advanced node logic and memory, we continue to see strong growth for mature node applications predominantly in China driven by new greenfield fabs and capacity additions. In our continued efforts to grow our Laser Annealing business by driving product roadmap to address customer device challenges, we achieved a key milestone in fourth quarter 2023 upon shipping two next-generation annealing systems for nano second annealing applications to two Tier 1 logic customers. Nanosecond annealing provides Veeco with an opportunity to expand our

26

laser annealing SAM to new advanced node logic and memory applications, including 3D devices, Gate-All-Around architecture, and backside power delivery.

The ongoing adoption of EUV Lithography for advanced node semiconductor manufacturing continues to drive demand for our Ion Beam mask blank deposition systems, and we’re well-positioned for adoption of next-generation High-NA lithography. We achieved another significant milestone in fourth quarter 2023 upon shipment of our first two Ion Beam Deposition “IBD300” evaluation systems to Tier 1 memory customers for front end semiconductor applications. Our IBD300 system provides Veeco with another opportunity to expand our SAM to advanced node applications where low resistance films are critical, and our initial systems are being evaluated for advanced memory applications such as DRAM bitline. Additionally, our Wet Processing systems are used for Advanced Packaging applications, including 3D packaging technologies, and we continue to see strong demand for HBM. Our Advanced Packaging lithography systems are used for packaging approaches such as fan out wafer level packaging and other advanced packaging applications. Given our current backlog and visibility, we expect Semiconductor revenue to grow in 2024.

Veeco also serves customers in the Compound Semiconductor, Data Storage, and Scientific & Other markets.

We address the Compound Semiconductor market with a broad portfolio of technologies, including Wet Processing, MOCVD, MBE and Ion Beam, for a range of Power Electronics, Photonics, and 5G RF applications. Sales in the Compound Semiconductor market increased sequentially in first quarter 2024. Looking ahead, we’re focused on several long-term growth opportunities within Power Electronics and Photonics. We expect revenue in the Compound Semiconductor market to grow in 2024. We address the Data Storage market with sales of our Ion Beam Deposition technology. Demand for our Ion Beam products is driven by cloud-based storage, and sales declined sequentially in first quarter 2024. We expect revenue in the Data Storage market to be flat to up in 2024. Sales in the Scientific & Other market are largely driven by sales to governments, universities, and research institutions. We address the Scientific & Other market with several technologies, including MBE, ALD, MOCVD, Wet Processing, & IBD/IBE, which support scientific, optical coating and other applications, and sales in this market declined as compared to the prior quarter. We expect revenue in the Scientific and Other market to remain flat in 2024.

27

Results of Operations

For the three months ended March 30, 2024 and 2023

The following table presents revenue and expense line items reported in our Consolidated Statements of Operations for the indicated periods in 2024 and 2023 and the period-over-period dollar and percentage changes for those line items. Our results of operations are reported as one business segment, represented by our single operating segment.

	Three Months Ended March 31,						Change
	2024			2023			Period to Period
	(dollars in thousands)
Net sales	$	174,484	100%	$	153,504	100%	$	20,980	14%
Cost of sales		99,065	57%		91,487	60%		7,578	8%
Gross profit		75,419	43%		62,017	40%		13,402	22%
Operating expenses, net:
Research and development		29,642	17%		27,562	18%		2,080	8%
Selling, general, and administrative		24,700	14%		22,627	15%		2,073	9%
Amortization of intangible assets		1,891	1%		2,111	1%		(220)	(10)%
Other operating expense (income), net		(2,859)	-		(89)	-		(2,770)	*
Total operating expenses, net		53,374	31%		52,211	34%		1,163	2%
Operating income		22,045	13%		9,806	6%		12,239	125%
Interest income (expense), net		705	0%		(802)	(1)%		1,507	(188)%
Income before income taxes		22,750	13%		9,004	6%		13,746	153%
Income tax expense (benefit)		896	-		263	-		633	*
Net income	$	21,854	13%	$	8,741	6%	$	13,113	150%

* Not meaningful

Net Sales

The following is an analysis of sales by market and by region:

	Three Months Ended March 31,						Change
	2024			2023			Period to Period
	(dollars in thousands)
Sales by end-market
Semiconductor	$	120,384	69%	$	93,107	60%	$	27,277	29%
Compound Semiconductor		21,002	12%		21,159	14%		(157)	(1)%
Data Storage		18,017	10%		21,514	14%		(3,497)	(16)%
Scientific & Other		15,081	9%		17,724	12%		(2,643)	(15)%
Total	$	174,484	100%	$	153,504	100%	$	20,980	14%
Sales by geographic region
United States	$	27,868	16%	$	31,011	20%	$	(3,143)	(10)%
EMEA		8,488	5%		22,947	15%		(14,459)	(63)%
China		64,308	37%		60,747	40%		3,561	6%
Rest of APAC		73,220	42%		38,744	25%		34,476	89%
Rest of World		600	-		54	-		546	*
Total	$	174,484	100%	$	153,504	100%	$	20,981	14%

* Not meaningful

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Sales increased for the three months ended March 31, 2024 against the comparable prior year period driven by sales in the Semiconductor market, partially offset by decreases in sales in the Data Storage, and Scientific & Other markets. By geography, sales increased in the Rest of APAC, and China regions, partially offset by decreases in the EMEA and United States regions. Sales in the Rest of APAC region for the three months ended March 31, 2024 included sales in Japan and Taiwan of $32.9 million, and $19.3 million respectively. Sales in the Rest of APAC region for the three months ended March 31, 2023 included sales in Taiwan and Thailand of $18.0 million and $8.4 million respectively. We expect there will continue to be year-to-year variations in our future sales distribution across markets and geographies. In light of the global nature of our business, we are impacted by conditions in the various countries in which we and our customers operate.

Gross Profit

For the three months ended March 31, 2024, gross profit increased against the comparable prior period primarily due to an increase in sales volume and increased gross margins. Gross margin increased principally due to higher volume and favorable product mix of sales in the periods. We expect our gross margins to fluctuate each period due to product mix and other factors.

Research and Development

The markets we serve are characterized by continuous technological development and product innovation, and we invest in various research and development initiatives to maintain our competitive advantage and achieve our growth objectives. Research and development expenses increased for the three months ended March 31, 2024 against the comparable prior period primarily due to an increase in project materials and personnel-related expenses as we invest in new research and development and additional applications for our technology in order to be well-positioned to capitalize on emerging global megatrends and support longer term growth in Semiconductor and Compound Semiconductor markets. However, expenses as a percentage of revenue are slightly down when compared to the prior period.

Selling, General, and Administrative

Selling, general, and administrative expenses increased for the three months ended March 31, 2024 against the comparable prior period primarily due to higher variable expenses associated with the increase in revenue and profitability. However, expenses as a percentage of revenue are slightly down when compared to the comparable prior year period.

Amortization Expense

Amortization expense decreased compared to the comparable prior year period primarily due to changes in amortization expense to reflect expected cash flows of certain intangible assets.

Interest Income (Expense)

We recorded net interest income of $0.7 million for the three months ended March 31, 2024, compared to net interest expense of $0.8 million for the comparable prior year period. The increase in net interest income of $1.5 million was primarily due to higher interest rates for the three months ended March 31, 2024, against the comparable prior year period.

Income Taxes

At the end of each interim reporting period, we estimate the effective income tax rate expected to be applicable for the full year. This estimate is used to determine the income tax provision or benefit on a year-to-date basis and may change in subsequent interim periods.

Our income tax expense for the three months ended March 31, 2024 was $0.9 million, compared to $0.3 million for the comparable prior period. For the three months ended March 31, 2024 and March 31, 2023, the effective tax rate was

29

lower than the U.S. statutory tax rate primarily relating to discrete income tax benefit for share-based compensation windfall. Additionally, the effective tax rate was also favorably impacted by the tax benefits related to Foreign-Derived Intangible Income and research and development tax credits.

Liquidity and Capital Resources

Our cash and cash equivalents, restricted cash, and short-term investments are as follows:

	March 31,		December 31,
	2024		2023
	(in thousands)
Cash and cash equivalents	$	173,998	$	158,781
Restricted cash		326		339
Short-term investments		122,886		146,664
Total	$	297,210	$	305,784

At March 31, 2024 and December 31, 2023, cash and cash equivalents of $52.7 million and $46.8 million, respectively, were held outside the United States. As of March 31, 2024, we had $23.4 million of accumulated undistributed earnings generated by our non-U.S. subsidiaries for which the U.S. tax has previously been provided. Approximately $8.1 million of undistributed earnings will be subject to foreign withholding taxes if distributed back to the United States and we accrued $0.8 million for foreign withholding taxes for the undistributed earnings.

We believe that our projected cash flow from operations, combined with our cash and short-term investments, will be sufficient to meet our projected working capital requirements, contractual obligations, and other cash flow needs for the next twelve months, including scheduled interest payments on our convertible senior notes, purchase commitments, and payments in respect of operating leases.

A summary of the cash flow activity for the three months ended March 31, 2024 and 2023 is as follows:

Cash Flows from Operating Activities

	Three Months Ended March 31,
	2024		2023
	(in thousands)
Net income	$	21,854	$	8,741
Non-cash items:
Depreciation and amortization		6,405		6,276
Non-cash interest expense		296		226
Deferred income taxes		(842)		191
Share-based compensation expense		8,082		7,027
Change in contingent consideration		(625)		—
Changes in operating assets and liabilities		(25,809)		(8,543)
Net cash provided by (used in) operating activities	$	9,361	$	13,918

Net cash provided by operating activities was $9.4 million for the three months ended March 31, 2024 and was due to net income of $21.9 million and adjustments for non-cash items of $13.3 million, partially offset by a decrease in cash flow from changes in operating assets and liabilities of $25.8 million. The changes in operating assets and liabilities were largely attributable to increases in inventories and; contract assets, and a decrease in contract liabilities; partially offset by increases in accounts payable and accrued expenses.

30

Cash Flows from Investing Activities

	Three Months Ended March 31,
	2024		2023
	(in thousands)
Capital expenditures	$	(5,990)	$	(6,946)
Changes in investments, net		24,682		36,557
Acquisitions of businesses, net of cash acquired		—		(30,373)
Proceeds from the sale of productive assets		2,033		—
Net cash provided by (used in) investing activities	$	20,725	$	(762)

The cash provided by investing activities during the three months ended March 31, 2024 was primarily attributable to net cash provided by net investment activity and proceeds from the sale of productive assets, partially offset by capital expenditures. The cash used in investing activities during the three months ended March 31, 2023 was primarily attributable to net cash used in the acquisition of Epiluvac, and capital expenditures, partially offset by net investment activity.

Cash Flows from Financing Activities

	Three Months Ended March 31,
	2024		2023
	(in thousands)
Settlement of equity awards, net of withholding taxes	$	(13,022)	$	(7,268)
Contingent consideration payment		(1,818)		—
Extinguishment of Convertible Notes		—		(20,173)
Net cash provided by (used in) financing activities	$	(14,840)	$	(27,441)

The cash used in financing activities for the three months ended March 31, 2024 was related to cash used to settle taxes related to employee equity programs and contingent consideration payment related to Epiluvac acquisition, partially offset by cash received under the Employee Stock Purchase Plan. The cash used in financing activities for the three months ended March 31, 2023 was related to the repayment of the 2023 Notes, as well as cash used to settle taxes related to employee equity programs, partially offset by cash received under the Employee Stock Purchase Plan.

Convertible Senior Notes

We have $26.5 million outstanding principal balance of 3.50% convertible senior notes that bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 15 and July 15 of each year, and mature on January 15, 2025, unless earlier purchased by the Company, redeemed, or converted. In addition, we have $25.0 million outstanding principal balance of 3.75% convertible senior notes that bear interest at a rate of 3.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, and mature on June 1, 2027, unless earlier purchased by the Company, redeemed, or converted. The 2027 Notes are currently convertible by shareholders until June 30, 2024. In addition, we have $230.0 million outstanding principal balance of 2.875% convertible senior notes that bear interest at a rate of 2.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, and mature on June 1, 2029, unless earlier purchased by the Company, redeemed, or converted.

We believe that we have sufficient capital resources and cash flows from operations to support scheduled interest payments on these debts and the scheduled January 2025 principal payment due on the 2025 Notes. In addition, we have access to a $150.0 million revolving credit facility (including an ability to request an additional $75.0 million, for a total commitment of no more than $225.0 million) to provide for our working capital needs and reimburse drawings under letters of credit and for other general corporate purposes. The Company has no immediate plans to draw down on the facility, which expires in December of 2026. Interest under the facility is variable based on the Company’s secured net leverage ratio and is expected to bear interest based on SOFR plus a range of 150 to 225 basis points, if drawn. There is a yearly commitment fee of 25 to 35 basis points, based on the Company’s secured net leverage ratio, charged on the unused portion of the Facility.

31

Contractual Obligations and Commitments

We have commitments under certain contractual arrangements to make future payments for goods and services. These contractual arrangements secure the rights to various assets and services to be used in the future in the normal course of business. We expect to fund these contractual arrangements with cash generated from operations in the normal course of business.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Our exposure to market rate risk for changes in interest rates primarily relates to our investment portfolio. We centrally manage our investment portfolios considering investment opportunities and risks, tax consequences, and overall financing strategies. Our investment portfolio includes fixed-income securities with a fair value of approximately $122.9 million at March 31, 2024. These securities are subject to interest rate risk and, based on our investment portfolio at March 31, 2024, a 100 basis point increase in interest rates would result in a decrease in the fair value of the portfolio of $0.7 million. While an increase in interest rates may reduce the fair value of the investment portfolio, we will not realize the losses in the Consolidated Statements of Operations unless the individual fixed-income securities are sold prior to recovery or the loss is determined to be other-than-temporary.

Currency Exchange Risk

We conduct business on a worldwide basis and, as such, a portion of our revenues, earnings, and net investments in foreign affiliates is exposed to changes in currency exchange rates. The economic impact of currency exchange rate movements is complex because such changes are often linked to variability in real growth, inflation, interest rates, governmental actions, and other factors. These changes, if material, could cause us to adjust our financing and operating strategies. Consequently, isolating the effect of changes in currency does not incorporate these other important economic factors.

Changes in currency exchange rates could affect our foreign currency denominated monetary assets and liabilities and forecasted cash flows. We may enter into monthly forward derivative contracts from time to time with the intent of mitigating a portion of this risk. We only use derivative financial instruments in the context of hedging and not for speculative purposes and have not historically designated our foreign exchange derivatives as hedges. Accordingly, changes in fair value from these contracts are recorded as “Other, net” in our Consolidated Statements of Operations. We execute derivative transactions with highly rated financial institutions to mitigate counterparty risk.

Our net sales to customers located outside of the United States represented approximately 84% and 80% of our total net sales for the three months ended March 31, 2024 and 2023 respectively. We expect that net sales to customers outside the United States will continue to represent a large percentage of our total net sales. Our sales denominated in currencies other than the U.S. dollar represented approximately 3% of total net sales for both the three months ended March 31, 2024 and 2023.

A 10% change in foreign exchange rates would have an immaterial impact on the consolidated results of operations since most of our sales outside the United States are denominated in U.S. dollars.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our principal executive and financial officers have evaluated and concluded that our disclosure controls and procedures are effective as of March 31, 2024. The disclosure controls and procedures are designed to ensure that the information required to be disclosed in this report filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and

32

forms and is accumulated and communicated to our principal executive and financial officers as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the quarter ended March 31, 2024, there were no changes in internal control that have materially affected or are reasonably likely to materially affect internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

Item 1A. Risk Factors

Information regarding risk factors appears in the Safe Harbor Statement at the beginning of this quarterly report on Form 10-Q, and in Part I — Item 1A of our 2023 Form 10-K. There have been no material changes from the risk factors previously disclosed.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the fiscal quarter ended March 31, 2024, the following directors and Section 16 officers, as applicable, adopted, modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K):

●  On February 29, 2024, John Kiernan, our Chief Financial Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).  Mr. Kiernan’s plan covers the sale of 30,000 shares of our common stock, between June 10, 2024 and May 30, 2025. Transactions under the plan are based upon pre-established dates.

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K) adopted, modified or terminated during the fiscal quarter ended March 31, 2024 by our directors and Section 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Securities Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.

33

Item 6. Exhibits

Unless otherwise indicated, each of the following exhibits has been filed with the Securities and Exchange Commission by Veeco under File No. 0-16244.

Exhibit		Incorporated by Reference			Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
10.1	Form of Notice of Performance Restricted Stock Unit Award and related terms and conditions pursuant to the Veeco 2019 Stock Incentive Plan, effective March 2024.				*
10.2	Form of Notice of Restricted Stock Unit Award and related terms and conditions pursuant to Veeco 2019 Stock Incentive Plan, effective March 2024.				*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.				*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934.				*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.				*
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.				*
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.				**
101.XSD	XBRL Schema.				**
101.PRE	XBRL Presentation.				**
101.CAL	XBRL Calculation.				**
101.DEF	XBRL Definition.				**
101.LAB	XBRL Label.				**
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).				**

*     Filed herewith

**   Filed herewith electronically

34

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, thereunto duly authorized, on May 7, 2024.

Veeco Instruments Inc.
By:	/s/ WILLIAM J. MILLER, Ph.D.
	William J. Miller, Ph.D.
	Chief Executive Officer
By:	/s/ JOHN P. KIERNAN
	John P. Kiernan
	Senior Vice President and Chief Financial Officer

35

EX-10.1

Exhibit 10.1

VEECO INSTRUMENTS INC. 2019 STOCK INCENTIVE PLAN

NOTICE OF PERFORMANCE RESTRICTED STOCK UNIT AWARD (2024)

Veeco Instruments Inc. (the “Company”) is pleased to confirm the award to the employee named below (the “Grantee”) of Restricted Stock Units (the “Award”), subject to the terms and conditions of this Notice of Performance Restricted Stock Unit Award (2024) (the “Notice”), the Veeco Instruments Inc. 2019 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Veeco Instruments Inc. Terms and Conditions of Restricted Stock Unit Award (2024) (the “Terms and Conditions”) attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.

Grantee:
Date of Award:	March 14, 2024
Target Number of Restricted Stock Units Awarded (the “Units”):
Performance Period:	March 14, 2024 to March 13, 2027

The Units shall be earned based on the Company’s Three Year Total Shareholder Return (“TSR”) versus the Three Year TSR of the Russell 2000 Index (the “Index”) measured at the end of the Performance Period. Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Terms and Conditions and the Plan, the Units shall be earned and will “vest” in accordance with the schedules set forth in Exhibit A. For purposes of this Notice and the Terms and Conditions, the term “vest” shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit.

Except as may otherwise be specifically provided for under the terms of any other agreement or policy between the Company and the Grantee, vesting shall cease upon the date the Grantee terminates Continuous Service for any reason, including death or Disability, and in the event the Grantee terminates Continuous Service for any reason, including death or Disability, any unvested Units held by the Grantee at the time of such termination of the Grantee’s Continuous Service shall be forfeited.

Additional Provisions:

This Award shall be subject to the terms and conditions set forth in the Plan and the Terms and Conditions, including, without limitation, the Forfeiture for Restricted Activity, Clawback, Governing Law, and Venue and Jurisdiction provisions of Sections 2.2, 2.3, 4.1 through 4.5, 6.5, and 6.6 of the Terms and Conditions.

IMPORTANT NOTICE

Grantee must sign this Notice and return it to the Company’s Sr. VP, Chief Administrative Officer on or before April 29, 2024. Return your executed Notice to: Robert Bradshaw by mail at 1 Terminal Drive, Plainview, New York 11803, or email at RBradshaw@Veeco.com. If Grantee has received this Notice by way of email from the Company, and if Grantee is unable to sign and return the Notice on or before the aforementioned date, Grantee may accept the Award by reply email to the Company, stating “I accept” (or words to this effect) on or before the aforementioned date.

PLEASE NOTE THAT YOUR ACCEPTANCE OF THE AWARD WILL ALSO CONSTITUTE ACCEPTANCE OF, AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS

GOVERNING THE PERFORMANCE RESTRICTED STOCK UNIT AWARD, INCLUDING WITHOUT LIMITATION, THE RESTRICTED ACTIVITY, CLAWBACK, GOVERNING LAW, AND VENUE AND JURISDICTION PROVISIONS OF SECTIONS 2.2, 2.3, 4.1 through 4.5, 6.5, AND 6.6 OF THE TERMS AND CONDITIONS.

VEECO INSTRUMENTS INC.

Name: Robert Bradshaw
Title: Sr. VP, Chief Administrative Officer

______________________________

Grantee Date

VEECO INSTRUMENTS INC. 2019 STOCK INCENTIVE PLAN

TERMS AND CONDITIONS OF
RESTRICTED STOCK UNIT AWARD (2024)

These TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD (2024) (these “Terms and Conditions”) apply to any award by Veeco Instruments Inc., a Delaware corporation (the “Company”), of Restricted Stock Units, subject to certain restrictions pursuant to the Veeco Instruments Inc. 2019 Stock Incentive Plan (as it may be amended from time to time, the “Plan”), which specifically references these Terms and Conditions.

ARTICLE 1
ISSUANCE OF UNITS

The Company hereby issues to the Grantee (the “Grantee”) named in the Notice of Performance Restricted Stock Unit Award (2024) (the “Notice”) an award (the “Award”) of Restricted Stock Units, as set forth in the Notice (the “Units”), subject to the Notice, these Terms and Conditions, and the terms and provisions of the Plan, which is incorporated herein by reference. Unless otherwise provided herein, the terms in these Terms and Conditions shall have the same meaning as those defined in the Plan.

ARTICLE 2
CONVERSION OF UNITS AND ISSUANCE OF SHARES

2.1General. Subject to Sections 2.2 through 2.4 below, one share of Common Stock shall be issuable for each Unit subject to the Award (the “Shares”) upon vesting. Immediately thereafter, or as soon as administratively feasible, the Company will transfer the appropriate number of Shares to the Grantee after satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not be converted into a fractional Share. Notwithstanding the foregoing, the relevant number of Shares shall be issued no later than March 15th of the year following the calendar year in which the Award vests. The Company may however, in its sole discretion, make a cash payment in lieu of the issuance of the Shares in an amount equal to the value of one share of Common Stock multiplied by the number of Units subject to the Award. The number of Shares covered by the Award shall be proportionately adjusted for any stock dividend affecting the Shares in accordance with Section 10 of the Plan.

2.2Forfeiture for Restricted Activity. The Grantee acknowledges that the Company is making this Award of additional compensation, among other reasons, to provide an incentive to the Grantee to remain with and to promote the best interests of, the Company, and to protect the Company’s assets, including its goodwill, Confidential Information (as defined below) and trade secrets, which are legitimate business interests of the Company, and that engaging in “Restricted Activities” (as described in Article 4 below), would be detrimental to the legitimate business interests of the Company. Therefore, in exchange for this Award, notwithstanding anything to the contrary in these Terms and Conditions or otherwise, if the Grantee engages in “Restricted Activities” (as described in Sections 4.1 through 4.5 below), (a) all unvested Units will immediately be forfeited, and (b) the Grantee shall be required to (i) return to the Company, within 10 business days after the Company’s request to Grantee therefor, all Shares received pursuant to the Award that are owned, directly or indirectly, by the Grantee, any Cash Dividend Equivalents, and any cash payment made in lieu of the issuance of the Shares, and (ii) pay to the Company, within 10 business days of the Company’s request to the Grantee therefor, an amount equal to the excess, if any, of the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) the Grantee received upon the sale or other disposition of all Shares received pursuant to the Award (the “After-Tax Proceeds”). The forfeiture for Restricted Activity provisions of this Section 2.2 and Article 4 shall survive and continue to apply beyond settlement of all Awards under the Plan, any termination or expiration of this Award for any reason, and after the provisions of any employment or other agreement between the Company and the Grantee have lapsed.

2.3Clawback. This Award, all Units received pursuant to the Award, all shares of Common Stock received pursuant to the Award that are owned, directly or indirectly, by the Grantee, any cash payments made in lieu of the issuance of the Shares, any Cash Dividend Equivalents, and any After-Tax Proceeds shall be subject to the Compensation Recoupment Policy, established by the Company, as amended from time to time, or any similar or successor policy.

2.4Delay of Issuance of Shares. The Company shall delay the issuance of any Shares under this Article 2 to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to certain “specified employees” of certain publicly-traded companies); in such event, any Shares to which the Grantee would otherwise be entitled during the six (6) month period following the date of the Grantee’s termination of Continuous Service will be issuable on the first business day following the expiration of such six (6) month period.

ARTICLE 3
RIGHT TO SHARES

Except as set forth herein, the Grantee shall not have any right in, to or with respect to any of the Shares (including any voting rights) issuable under the Award until the Award is settled by the issuance of such Shares to the Grantee. Notwithstanding the foregoing, while one or more Shares remain subject to this Award, the Grantee shall have the right to accrue Cash Dividend Equivalents. For purposes herein, a “Cash Dividend Equivalent” means, for each Share subject to the Award, a cash payment equal to the cash dividend, if any, that would become payable to the Grantee with respect to such Share had the Grantee been the holder of such Share on the record date for such cash dividend. Cash Dividend Equivalents will be subject to all of the terms and conditions of the Award, including that the Cash Dividend Equivalents will vest, become payable, and be subject to forfeiture and clawback upon the same terms and at the same time as the Units to which they relate.

ARTICLE 4
FORFEITURE FOR RESTRICTED ACTIVITY

4.1Restricted Activity. For the avoidance of doubt, the Company and the Grantee agree that the Grantee is free to engage in the activities described in this Article 4 and that the Company will not seek to enjoin or otherwise stop the Grantee from engaging in any such Restricted Activities (provided, however, that the Company reserves such rights as may exist at law or in equity and/or pursuant to any other agreement entered into between the Company and the Grantee, including, without limitation, in the Veeco Instruments Inc. Employee Confidentiality and Inventions Agreement (“ECIA”)), but that if the Grantee engages in such activities the Company shall have all of the rights set forth in Section 2.2 with respect to the Award, all Shares or cash received pursuant to the Award, and any After-Tax Proceeds.

4.2Company Information. During the term of employment with the Company and for five years thereafter, the Grantee will not use or disclose to any individual or entity any Confidential Information (as defined below) of the Company except (i) in the performance of the Grantee’s duties for the Company, (ii) as authorized in writing by the Company, or (iii) as required by law or legal process, provided, that, prior to any such required disclosure, the Grantee will notify the Company of the requirement to disclose and, if requested, the Grantee will cooperate with the Company’s efforts to prevent or limit such disclosure. The Grantee understands that “Confidential Information” means any information that: (a) is disclosed to, learned by, or created by the Grantee in connection with the Grantee’s employment with the Company (or a predecessor company now owned by or part of the Company), and (b) the Company treats as proprietary, private or confidential. Confidential Information may include, without limitation, information relating to the Company’s products, services and methods of operation, the identities and competencies of the Company’s employees, customers and suppliers, trade secrets, know-how, processes, Inventions and the Company Related Inventions (each as defined in the ECIA), techniques, data, sketches, plans, drawings, chemical formulae, computer software, financial information, operating and cost data, research databases, selling and pricing information, business and marketing plans, and information concerning potential acquisitions, dispositions or joint ventures. The Grantee further understands that “Confidential Information” does not include any of the foregoing items that has become publicly known or made generally available (provided that information will not cease to be “Confidential Information” as a result of the Grantee’s breach of confidentiality). The Grantee will promptly notify the Company if the Grantee becomes aware of any unauthorized use or disclosure of Confidential Information.

4.3Third Party Information. The Grantee recognizes that the Company has received and in the future will receive from its customers, suppliers and trading partners their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Grantee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or entity or to use it except as necessary in carrying out the Grantee’s work for the Company consistent with the Company’s agreement with such third party.

4.4Non-Competition. During employment with the Company and for one year thereafter, (a) the Grantee will not own, manage, work for or otherwise participate in any business whose products, services or activities compete with the current or currently contemplated products, services or activities of the Company in any state or country in which the Company sells products or conducts business and (x) in which the Grantee was involved or (y) with respect to which the Grantee had access to Confidential Information, in each case, during the 5 years prior to termination, provided, however, that the Grantee may own up to 1% of the securities of any such public company (but without otherwise participating in the activities of such enterprise); and (b) the Grantee will not, for himself or any other person: (i) induce or try to induce any customer, supplier, licensor or business relation to stop doing business with the Company or otherwise interfere with the relationship between the Company and any of its customers, suppliers, licensors or business relations; or (ii) solicit the business of any person known by the Grantee to be a customer of the Company, whether or not the Grantee had personal contact with such person, with respect to products or activities that compete with the products or activities of the Company in existence or contemplated at the time of termination of the Grantee’s Continuous Service. The Grantee agrees that this covenant is reasonable with respect to its scope, geographical area, and duration.

4.5Non-Solicitation. During employment with the Company and for one year thereafter, the Grantee will not, for himself or any other person: (a) induce or try to induce any employee to leave the Company or otherwise interfere with the relationship between the Company and any of its employees, or (b) employ or engage as an independent contractor, any current or former employee of the Company, other than former employees who have not worked for the Company within the past year. The Grantee agrees that this covenant is reasonable with respect to its scope and duration.

4.6Severability. The invalidity or unenforceability of any Section, paragraph, or provision (or any part thereof) of the Notice or these Terms and Conditions shall not affect the validity or enforceability of any one or more of the other paragraphs or provisions (or other parts thereof), and all other provisions shall remain in full force and effect. If any provision of the Notice or these Terms and Conditions is held to be excessively broad, then such provision shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.

4.7Notice of Immunity under the Defend Trade Secrets Act and Other Protected Rights. The Grantee understands that, in accordance with the Defend Trade Secrets Act of 2016, the Grantee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Grantee also understands that if the Grantee ever files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Grantee may disclose trade secrets to the Grantee’s attorney and use the trade secret information in the court proceeding provided the Grantee: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. Grantee understands that nothing contained in the Notice, these Terms and Conditions, or the Plan limits Grantee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Grantee further understands that nothing in the Notice, these Terms and Conditions, or the Plan limits Grantee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Nothing in the Notice, these Terms and Conditions, or the Plan limits Grantee’s right to receive an award for information provided to any Government Agencies.

ARTICLE 5
TAXES

5.1Tax Liability. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any Related Entity makes any representation or undertaking regarding the treatment of any tax withholding in connection with any aspect of the Award, including the grant, vesting, assignment, release or cancellation of the Units, the delivery of Shares, the payment of any Cash Dividend Equivalents, the subsequent sale of any Shares acquired upon vesting and the receipt of any dividends or dividend equivalents. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Grantee’s tax liability.

5.2Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any social insurance, employment tax, payment on account or other tax-related obligation (the “Tax Withholding Obligation”), the Grantee must arrange for the satisfaction of the amount of such Tax Withholding Obligation in a manner acceptable to the Company.

(a)By Share Withholding. If permissible under Applicable Law, the Grantee authorizes the Company to, upon the exercise of its sole discretion, withhold from those Shares otherwise issuable to the Grantee the whole number of Shares sufficient to satisfy the applicable Tax Withholding Obligation. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantee’s Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding of Shares described above.

(b)By Sale of Shares. Unless the Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (c) below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to, upon the exercise of Company’s sole discretion, sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. The Grantee will be responsible for all broker’s fees and other costs of sale, and the Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s Tax Withholding Obligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under no

obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above.

(c)By Check, Wire Transfer or Other Means. At any time not less than five (5) business days (or such fewer number of business days as determined by the Administrator) before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other means as specified from time to time by the Administrator.

Notwithstanding the foregoing, the Company or a Related Entity also may satisfy any Tax Withholding Obligation by offsetting any amounts (including, but not limited to, salary, bonus and severance payments) payable to the Grantee by the Company and/or a Related Entity. Furthermore, in the event of any determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with the Award, the Grantee agrees to pay the Company the amount of such deficiency in cash within five (5) calendar days after receiving a written demand from the Company to do so, whether or not the Grantee is an employee of the Company at that time.

ARTICLE 6
OTHER PROVISIONS

6.1Transfer Restrictions. The Units may not be transferred in any manner other than by will or by the laws of descent and distribution (if permitted under the Plan).

6.2No Right to Continued Employment. Nothing in the Notice, these Terms and Conditions or the Plan shall confer upon Grantee any right to continue in the service of the Company or any Related Entity or shall interfere with or restrict in any way the rights of the Company or any Related Entity, which are hereby expressly reserved, to discharge Grantee at any time for any reason whatsoever, with or without cause, except as may otherwise be provided by any written agreement entered into by and between the Company and Grantee.

6.3No Right to Future Awards. Nothing in the Notice, these Terms and Conditions or the Plan shall confer upon Grantee any right with respect to future Awards under the Plan, or any right with respect to any other award under any plan of the Company or any Related Entity.

6.4Entire Agreement. The Notice, the Plan, and these Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. For the avoidance of doubt, the restrictions set forth in Sections 4.1 through 4.5 above do not supersede any other agreement between the Company and Grantee, including, without limitation, the ECIA. Nothing in the Notice, the Plan and these Terms and Conditions (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. Should any provision of the Notice, the Plan or these Terms and Conditions be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable.

6.5Governing Law. The Notice, the Plan and these Terms and Conditions are to be construed in accordance with and governed by the internal laws of the State of New York, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights, duties, and obligations of the parties.

6.6Venue and Jurisdiction. The Company and the Grantee (the “parties”) expressly agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or these Terms and Conditions shall be brought in the United States District Court for the Eastern District of New York (or should such court lack jurisdiction to hear such action, suit or proceeding, in a New York state court in the County of Nassau) and that the parties shall submit to the exclusive jurisdiction of such courts. The parties irrevocably waive, to the fullest extent

permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. The parties agree and submit to personal jurisdiction in either court. The Parties further agree that this Venue and Jurisdiction is binding on all matters related to the Notice, the Plan, or these Terms and Conditions and may not be altered or amended by any other arrangement or agreement (including an employment agreement) without the express written consent of Grantee and the Company. If any one or more provisions of this Section 6.6 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

6.7Construction. The captions used in the Notice and these Terms and Conditions are inserted for convenience and shall not be deemed a part of the Award for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

6.8Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or these Terms and Conditions shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.

6.9Waiver of Jury Trial. THE PARTIES EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING.

6.10Severability. The invalidity or unenforceability of any paragraph or provision of these Terms and Conditions shall not affect the validity or enforceability of any other paragraph or provision, and all other provisions shall remain in full force and effect. If any provision of these Terms and Conditions is held to be excessively broad, then such provision shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.

6.11Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party.

6.12Nature of Award. In accepting the Award, the Grantee acknowledges and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and these Terms and Conditions;

(b)the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Units, or benefits in lieu of Units, even if Units have been awarded repeatedly in the past;

(c)all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d)the Grantee’s participation in the Plan is voluntary;

(e)the Grantee’s participation in the Plan shall not create a right to any employment with the Grantee’s employer and shall not interfere with the ability of the Company or the employer to terminate the Grantee’s employment relationship, if any, at any time;

(f)the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Related Entity;

(g)in the event that the Grantee is not an Employee of the Company or any Related Entity, the Award and the Grantee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Related Entity;

(h)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(i)in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the Award, resulting from termination of the Grantee’s Continuous Service by the Company or any Related Entity (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and any Related Entity from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Notice, the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement;

(j)in the event of termination of the Grantee’s Continuous Service (whether or not in breach of local labor laws), the Grantee’s right to receive Awards under the Plan and to vest in such Awards, if any, will terminate effective as of the date that the Grantee is no longer providing services and will not be extended by any notice period mandated under local law (e.g., providing services would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the Grantee’s Continuous Service (whether or not in breach of local labor laws), the Administrator shall have the exclusive discretion to determine when the Grantee is no longer providing services for purposes of this Award;

(k)the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the underlying Shares; and

(l)the Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisers regarding the Grantee’s participation in the Plan before taking any action related to the Plan.

6.13Data Protection and Privacy. The Grantee understands that the Company may (a) collect, process, store, use and disclose Grantee’s personal data, (b) make such data available to the Company’s affiliates and subsidiaries, as well as to certain appropriate third parties who provide products or services to the Company (for example, human resource service providers), and (c) transmit, transfer and store such data to/on the Company’s information systems which may be located outside Grantee’s home country, in countries which may have different data protection and privacy laws than Participant’s home country. Any such collection, processing, storage, use, disclosure, transmission or transfer shall be made only for lawful purposes, for example, managing Grantee’s employment relationship with the Company and administering the Company’s compensation programs. For more information, please consult the Company’s applicable policies covering personal data protection and privacy, as may be in effect from time to time.

6.14Language. If the Grantee has received these Terms and Conditions or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control, unless otherwise prescribed by Applicable Law.

6.15Amendment and Delay to Meet the Requirements of Section 409A. The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify these Terms and Conditions in any manner and delay the issuance of any Shares issuable pursuant to these Terms and Conditions to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section 409A of the Code.

* * * * *

EXHIBIT A

Three Year Relative Total Shareholder Return

The number of Units earned shall be determined pursuant to the Company’s Three Year Total Shareholder Return (“TSR”) versus the Three Year TSR of the Russell 2000 Index, as comprised on the first day of the Performance Period (the “Index”), measured at the end of the Performance Period.

Performance Range	Percentile Rank of Russell 2000 Index	Percentage of Units Earned
Maximum	75th Percentile or greater	200%
Target	55th Percentile	100%
Threshold	25th Percentile	50%
Below Threshold	Less than 25th Percentile	0%

● The number of Units earned shall be equal to the Target number of Units multiplied by the percentage of Units earned in the above table.

● If the Company’s percentile rank for the Performance Period is equal to or greater than the Threshold, the percentage of Units earned will be determined through linear interpolation between the relevant data points (Threshold, Target, Maximum).

● If the Company’s percentile rank is equal to or greater than the Maximum, 200% of the Target number of Units will be earned.

● If the Company’s percentile rank is less than the Threshold, the Units will be forfeited.

● Notwithstanding the above, if the Company’s TSR is less than zero, the Maximum number of Units that may be earned shall be the Target number of Units, even if the Company’s percentile rank for the Performance Period exceeds the 55^th percentile.

● Any Units that are not earned will be forfeited.

● TSR for the Company and for each of the companies in the Index is calculated by (x) raising the quotient of the ending stock price divided by the beginning stock price to the 1/3 power and (y) subtracting one, as follows:

● For purposes of computing TSR: (i) any dividends paid by the Company or the companies in the Index shall be treated as having been reinvested at the closing stock price on the ex-dividend date; (ii) the beginning stock price will be the average closing stock price over the 20 trading days preceding the beginning of the Performance Period; and (iii) the ending stock price will be the average closing stock price over the 20 trading days ending on the last day of the Performance Period, or in the case of a Corporate Transaction, ending on the date of such Change in Control or some earlier date, as determined by the Administrator.

● The Company’s percentile rank versus the Index will be expressed as a percentage, with rounding to the nearest tenth of a percent, with all hundredths of a percent equal to or greater than 5 rounded up to the nearest tenth of a percent.

● Companies in the Index that are acquired, are taken private, or are no longer publicly traded in the U.S. during the Performance Period will be removed from the Index and not included in the determination of the number of Units earned.

● Companies in the Index that go bankrupt, are liquated or dissolved, or otherwise cease conducting operations during the Performance Period will be deemed to have a TSR equal to -100% for the Performance Period.

● Upon the occurrence of a Corporate Transaction during the Performance Period, (i) if the Award (or a portion thereof) is neither Assumed or Replaced, the Award (or the portion thereof that is not Assumed or Replaced) shall automatically become fully vested immediately prior to the specified

effective date of such Corporate Transaction, provided the Grantee’s Continuous Service has not terminated prior to such date, and (ii) if the Award (or a portion thereof) is Assumed or Replaced, the service-based vesting conditions applicable to the Award (or the portion thereof that is Assumed or Replaced) shall remain in effect through the last day of the Performance Period, but the performance-based vesting condition shall be deemed achieved based on the greater of (A) assumed achievement of Target performance and (B) actual performance as determined by the Administrator through the date of the Corporate Transaction. For purposes of clause (i) above, the portion of such Award that shall become fully vested shall be based on the greater of (A) assumed achievement of Target performance and (B) actual performance as determined by the Administrator through the date of the Corporate Transaction.

● The date that the Company determines the number of Units earned is the date such Units will be deemed to have become fully vested.

● The Compensation Committee shall make all determinations and interpretations regarding the number of Units earned.

EX-10.2

Exhibit 10.2

VEECO INSTRUMENTS INC. 2019 STOCK INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT AWARD (2024)

Veeco Instruments Inc. (the “Company”) is pleased to confirm the award to the individual named below (the “Grantee”) of Restricted Stock Units (the “Award”), subject to the terms and conditions of this Notice of Restricted Stock Unit Award (2024) (the “Notice”), the Veeco Instruments Inc. 2019 Stock Incentive Plan, as amended from time to time (the “Plan”) and the Veeco Instruments Inc. Terms and Conditions of Restricted Stock Unit Award (2024) (the “Terms and Conditions”) attached hereto, as follows. Unless otherwise defined herein, the terms in this Notice shall have the same meaning as those defined in the Plan.

Grantee:

Award Date:

Total Number of Restricted Stock
Units Awarded (the “Units”):

Subject to the Grantee’s Continuous Service and other limitations set forth in this Notice, the Terms and Conditions and the Plan, the Units will “vest” in accordance with the following schedule (the “Vesting Schedule”): 1/3 of the Units comprising the Award will vest, and the restrictions with respect to such shares shall lapse, on each of the first (1^st), second (2^nd) and third (3^rd) anniversaries of the Award Date (or, if later, the date on which the issuance of shares will not cause a violation of United States federal securities laws) (the later of each such dates, a “Vesting Date”). If the Grantee would become vested in a fraction of a share on a Vesting Date, such share shall not vest until the Grantee becomes vested in the entire share on the following Vesting Date.

For purposes of this Notice and the Terms and Conditions, the term “vest” shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit.

Except as otherwise provided in an agreement with the Grantee or a plan or policy covering the Grantee, including, if applicable to the Grantee, the Company’s Amended and Restated Senior Executive Change in Control Policy (as may be amended or superseded, the “CIC Policy”), vesting shall cease upon the date the Grantee’s Continuous Service terminates for any reason other than a termination (i) due to the Grantee’s death or (ii) by the Company or a Related Entity due to the Grantee’s Disability (any such termination described in (i) or (ii) or, if the Grantee is a participant in the CIC Policy, any termination that results in vesting of equity awards under the CIC Policy, a “Qualifying Termination”), and any unvested Units held by the Grantee immediately upon such termination of the Grantee’s Continuous Service (other than a Qualifying Termination) shall be forfeited and deemed reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of such reconveyed Units and shall have all rights and interest in or related thereto without further action by the Grantee. In the event of a Qualifying Termination, the Units shall vest immediately as of the date of the Qualifying Termination.

IMPORTANT NOTICE

Grantee must sign this Notice and return it to the Company’s Sr. VP, Chief Administrative Officer on or before April 29, 2024. Return your executed Notice to: Robert Bradshaw by mail at 1 Terminal Drive, Plainview, New York 11803, or email at RBradshaw@Veeco.com. If Grantee has received this Notice by way of email from the Company, and if Grantee is unable to sign and return the Notice on or before the aforementioned date, Grantee may accept the Award by reply email to the Company, stating “I accept” (or words to this effect) on or before the aforementioned date.

PLEASE NOTE THAT YOUR acceptance of the Award will also constitute acceptance of, and agreement to be bound by, the Terms and Conditions governing the Award, including without limitation, the Forfeiture for Restricted Activity, Clawback, Governing Law and

Venue and Waiver of Jury Trial provisions of Sections 5.5, 5.10, 6.1 and 6.5 of the Terms and Conditions.

VEECO INSTRUMENTS INC.

Name: Robert Bradshaw
Title: Sr. VP, Chief Administrative Officer

Grantee

______________________________________________________________

Print Name Signature Date

VEECO INSTRUMENTS INC. 2019 STOCK INCENTIVE PLAN

TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD
(2024)

These TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD (2024) (these “Terms and Conditions”) apply to any award by Veeco Instruments Inc., a Delaware corporation (the “Company”), of Restricted Stock Units, subject to certain restrictions pursuant to the Veeco Instruments Inc. 2019 Stock Incentive Plan (as it may be amended from time to time, the “Plan”), which specifically references these Terms and Conditions.

ARTICLE 1
ISSUANCE OF UNITS

The Company hereby issues to the Grantee (the “Grantee”) named in the Notice of Restricted Stock Unit Award (2024) (the “Notice”) an award (the “Award”) of the Total Number of Restricted Stock Units Awarded set forth in the Notice (the “Units”), subject to the Notice, these Terms and Conditions, and the terms and provisions of the Plan, which is incorporated herein by reference. Unless otherwise provided herein, capitalized terms in these Terms and Conditions shall have the same meaning as those defined in the Plan.

ARTICLE 2
CONVERSION OF UNITS AND ISSUANCE OF SHARES

2.1General. One share of Common Stock shall be issuable for each Unit subject to the Award that vests (the “Shares”) and, subject to Section 2.2, as soon as administratively feasible (and, in all events, not more than sity (60) days after the date the Units vest), the Company will transfer the appropriate number of Shares and the related Cash Dividend Equivalents (as defined in Article 3) with respect to such Shares to the Grantee after satisfaction of any required tax or other withholding obligations. Any fractional Unit remaining after the Award is fully vested shall be discarded and shall not be converted into a fractional Share. If a Cash Dividend Equivalent becomes payable with respect to vested Units and the Shares were issued after the dividend record date but before the dividend payment date, the related Cash Dividend Equivalents with respect to such Units shall be provided when the related dividend is paid. The Company may however, in its sole discretion, make a cash payment in lieu of the issuance of the Shares in an amount equal to the value of one share of Common Stock multiplied by the number of Units subject to the Award. The number of Shares covered by the Award shall be proportionately adjusted for any stock dividend affecting the Shares in accordance with Section 10 of the Plan.

2.2Delay of Issuance of Shares. The Company shall delay the issuance of any Shares and the payment of Cash Dividend Equivalents under this Article 2 to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (“Section 409A”) (relating to payments made to certain “specified employees” of certain publicly-traded companies); in such event, any Shares and Cash Dividend Equivalents to which the Grantee would otherwise be entitled during the six (6) month period following the date of the Grantee’s termination of Continuous Service will be issuable on the first business day following the expiration of such six (6) month period.

ARTICLE 3

RIGHT TO SHARES

Except as set forth herein, the Grantee shall not have any right in, to or with respect to any of the Shares (including any voting rights) issuable under the Award until the Award is settled by the issuance of such Shares to the Grantee. Notwithstanding the foregoing, while one or more Shares remain subject to this Award, the Grantee shall have the right to accrue Cash Dividend Equivalents (as defined in this Article 3). For purposes of this Agreement, a “Cash Dividend Equivalent” means, for each Share subject to the Award, a cash payment equal to the cash dividend, if any, that would have become payable to the Grantee with respect to such Share had the Grantee been the holder of such Share. Cash Dividend Equivalents that have accrued will vest and become payable upon the same terms and at the same time as the Units to which they relate, except as otherwise provided herein.

ARTICLE 4
TAXES

4.1Tax Liability. The Grantee is ultimately liable and responsible for all taxes owed by the Grantee in connection with the Award, regardless of any action the Company or any Related Entity takes with respect to any tax withholding obligations that arise in connection with the Award. Neither the Company nor any Related Entity makes any representation or

undertaking regarding the treatment of any tax withholding in connection with any aspect of the Award, including the grant, vesting, assignment, release or cancellation of the Units, the delivery of Shares, the payment of any Cash Dividend Equivalents, the subsequent sale of any Shares acquired upon vesting and the receipt of any dividends or dividend equivalents. The Company does not commit and is under no obligation to structure the Award to reduce or eliminate the Grantee’s tax liability.

4.2Payment of Withholding Taxes. Prior to any event in connection with the Award (e.g., vesting) that the Company determines may result in any tax withholding obligation, whether United States federal, state, local or non-U.S., including any social insurance, employment tax, payment on account or other tax-related obligation (the “Tax Withholding Obligation”), the Grantee must arrange for the satisfaction of the minimum amount of such Tax Withholding Obligation in a manner acceptable to the Company.

(a)By Share Withholding. If permissible under Applicable Law, the Grantee authorizes the Company to, upon the exercise of its sole discretion, withhold from those Shares otherwise issuable to the Grantee the whole number of Shares sufficient to satisfy the minimum applicable Tax Withholding Obligation with respect to the Shares. The Grantee acknowledges that the withheld Shares may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the withholding of Shares described above. Share withholding may not be used to satisfy the Tax Withholding Obligation with respect to Cash Dividend Equivalents.

(b)By Sale of Shares. Unless the Grantee determines to satisfy the Tax Withholding Obligation by some other means in accordance with clause (iii) below, the Grantee’s acceptance of this Award constitutes the Grantee’s instruction and authorization to the Company and any brokerage firm determined acceptable to the Company for such purpose to, upon the exercise of Company’s sole discretion, sell on the Grantee’s behalf a whole number of Shares from those Shares issuable to the Grantee as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the minimum applicable Tax Withholding Obligation. Such Shares will be sold on the day such Tax Withholding Obligation arises (e.g., a vesting date) or as soon thereafter as practicable. The Grantee will be responsible for all broker’s fees and other costs of sale, and the Grantee agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale. To the extent the proceeds of such sale exceed the Grantee’s minimum Tax Withholding Obligation, the Company agrees to pay such excess in cash to the Grantee. The Grantee acknowledges that the Company or its designee is under no obligation to arrange for such sale at any particular price, and that the proceeds of any such sale may not be sufficient to satisfy the Grantee’s minimum Tax Withholding Obligation. Accordingly, the Grantee agrees to pay to the Company or any Related Entity as soon as practicable, including through additional payroll withholding, any amount of the Tax Withholding Obligation that is not satisfied by the sale of Shares described above.

(c)By Check, Wire Transfer or Other Means. At any time not less than five (5) business days (or such fewer number of business days as determined by the Administrator) before any Tax Withholding Obligation arises (e.g., a vesting date), the Grantee may elect to satisfy the Grantee’s Tax Withholding Obligation by delivering to the Company an amount that the Company determines is sufficient to satisfy the Tax Withholding Obligation by (x) wire transfer to such account as the Company may direct, (y) delivery of a certified check payable to the Company, or (z) such other means as specified from time to time by the Administrator.

Notwithstanding the foregoing, the Company or a Related Entity also may satisfy any Tax Withholding Obligation by offsetting any amounts (including, but not limited to, vested Cash Dividend Equivalents, salary, bonus and severance payments) payable to the Grantee by the Company and/or a Related Entity. Furthermore, in the event of any determination that the Company has failed to withhold a sum sufficient to pay all withholding taxes due in connection with the Award, the Grantee agrees to pay the Company the amount of such deficiency in cash within five (5) days after receiving a written demand from the Company to do so, whether or not the Grantee is an employee of the Company at that time.

ARTICLE 5
RESTRICTIONS

5.1Transfer Restrictions. The Units may not be transferred in any manner other than by will or by the laws of descent and distribution.

5.2Forfeiture. Unless otherwise provided by written agreement between the Company and the Grantee, which may be entered into at any time, including in connection with the termination of Grantee’s Continuous Service, any portion of the Award that is not vested at the time Grantee’s Continuous Service terminates shall thereupon be forfeited immediately and

without any further action by the Company or the Grantee. The Grantee also may be required to forfeit shares of Restricted Stock subject to the Award, including Shares received pursuant to the Award, in accordance with Section 5.5 below.

5.3Vesting and Lapse of Restrictions. Subject to the Notice, the Plan and these Terms and Conditions (including, for clarity, Sections 5.5 through 5.9), the exposure to the risk of forfeiture set forth in Section 5.2 shall lapse on the Vesting Dates set forth in the Notice. If Grantee would become vested in a fraction of a share on a Vesting Date, such share shall not vest until Grantee becomes vested in the entire share on the following Vesting Date.

5.4Legend. Until such time as the Award has vested and the exposure to forfeiture of the Shares received pursuant to the Award set forth in Section 5.5 and Sections 5.6 through 5.9 (the “Restrictions”) have lapsed, the Company may instruct the transfer agent for the Shares and/or other record-keepers to include a restrictive code or similar notation in its records (or legend on stock certificates, if any) to denote the Restrictions and any applicable federal and/or state securities laws restrictions relating to Restricted Stock. The notation or legend may include the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN THE PLAN AND IN THE TERMS AND CONDITIONS APPLICABLE TO THE RESTRICTED STOCK AWARD, COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.”

5.5Forfeiture for Restricted Activity. The Grantee acknowledges that the Company is making this Award of additional compensation, among other reasons, to provide an incentive to the Grantee to remain with and to promote the best interests of, the Company, and to protect the Company’s assets, including its goodwill, Confidential Information (as defined below) and trade secrets, which are legitimate business interests of the Company, and that engaging in restricted activities described in Sections 5.6 through 5.9 (the “Restricted Activities”) would be detrimental to the legitimate business interests of the Company. Therefore, in exchange for this Award, notwithstanding anything to the contrary in these Terms and Conditions or otherwise, if the Grantee engages in Restricted Activities, (a) all unvested portions of the Award will immediately be forfeited, and (b) the Grantee shall be required to (i) return to the Company, within 10 business days after the Company’s request to the Grantee therefor, all Shares received pursuant to the Award that are owned, directly or indirectly, by the Grantee and (ii) pay to the Company, within 10 business days of the Company’s request to the Grantee therefor, an amount equal to the excess, if any, of the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Grantee received upon the sale or other disposition of all Shares received pursuant to the Award (the “After-Tax Proceeds”). The forfeiture for Restricted Activity provisions of this Section 5.5 and Sections 5.6 through 5.9 shall survive and continue to apply beyond settlement of all Awards under the Plan, any termination or expiration of this Award for any reason, and after the provisions of any employment or other agreement between the Company and Grantee have lapsed.

5.6Company Information. During the term of employment with the Company and for five years thereafter, the Grantee will not use or disclose to any individual or entity any Confidential Information (as defined below) of the Company except (i) in the performance of the Grantee’s duties for the Company, (ii) as authorized in writing by the Company, or (iii) as required by law or legal process, provided, that, prior to any such required disclosure, the Grantee will notify the Company of the requirement to disclose and, if requested, the Grantee will cooperate with the Company’s efforts to prevent or limit such disclosure. The Grantee understands that “Confidential Information” means any information that: (a) is disclosed to, learned by, or created by Grantee in connection with the Grantee’s employment with the Company (or a predecessor company now owned by or part of the Company), and (b) the Company treats as proprietary, private or confidential. Confidential Information may include, without limitation, information relating to the Company’s products, services and methods of operation, the identities and competencies of the Company’s employees, customers and suppliers, trade secrets, know-how, processes, Inventions and the Company Related Inventions (each as defined in the Veeco Instruments Inc. Employee Confidentiality and Inventions Agreement (“ECIA”)), techniques, data, sketches, plans, drawings, chemical formulae, computer software, financial information, operating and cost data, research databases, selling and pricing information, business and marketing plans, and information concerning potential acquisitions, dispositions or joint ventures. The Grantee further understands that Confidential Information does not include any of the foregoing items which has become publicly known or made generally available (provided that information will not cease to be Confidential Information as a result of Grantee’s breach of confidentiality). The Grantee will promptly notify the Company if the Grantee becomes aware of any unauthorized use or disclosure of Confidential Information.

5.7Third Party Information. The Grantee recognizes that the Company has received and in the future will receive from its customers, suppliers and trading partners their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Grantee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or

entity or to use it except as necessary in carrying out the Grantee’s work for the Company consistent with the Company’s agreement with such third party.

5.8Non-Competition. During employment with the Company and for one year thereafter:

(a)the Grantee will not own, manage, work for or otherwise participate in any business whose products, services or activities compete with the current or currently contemplated products, services or activities of the Company in any state or country in which the Company sells products or conducts business and (x) in which the Grantee was involved or (y) with respect to which the Grantee had access to Confidential Information, in each case, during the 5 years prior to termination, provided, however, that Grantee may own up to 1% of the securities of any such public company (but without otherwise participating in the activities of such enterprise); and

(b) the Grantee will not, for himself or any other person: (i) induce or try to induce any customer, supplier, licensor or business relation to stop doing business with the Company or otherwise interfere with the relationship between the Company and any of its customers, suppliers, licensors or business relations; or (ii) solicit the business of any person known by the Grantee to be a customer of the Company, whether or not the Grantee had personal contact with such person, with respect to products or activities that compete with the products or activities of the Company in existence or contemplated at the time of termination of the Grantee’s Continuous Service. The Grantee agrees that this covenant is reasonable with respect to its scope, geographical area, and duration.

5.9Non-Solicitation. During employment with the Company and for one year thereafter, the Grantee will not, for himself or any other person:

(a)induce or try to induce any employee to leave the Company or otherwise interfere with the relationship between the Company and any of its employees; or

(b) employ or engage as an independent contractor, any current or former employee of the Company, other than former employees who have not worked for the Company within the past year. The Grantee agrees that this covenant is reasonable with respect to its scope and duration.

5.10Clawback. This Award and all shares of Common Stock received pursuant to the Award that are owned, directly or indirectly, by the Grantee and any After-Tax Proceeds shall be subject to the Compensation Recoupment Policy, established by the Company, as amended from time to time, or any similar or successor policy.

5.11Notice of Immunity under the Defend Trade Secrets Act and Other Protected Rights. The Grantee understands that, in accordance with the Defend Trade Secrets Act of 2016, the Grantee will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Grantee also understands that if Grantee ever files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Grantee may disclose trade secrets to the Grantee’s attorney and use the trade secret information in the court proceeding provided Grantee: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The Grantee understands that nothing contained in the Notice, these Terms and Conditions, or the Plan limits the Grantee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). The Grantee further understands that nothing in the Notice, these Terms and Conditions, or the Plan limits Grantee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Nothing in the Notice, these Terms and Conditions, or the Plan limits the Grantee’s right to receive an award for information provided to any Government Agencies.

5.12Restricted Activity. For the avoidance of doubt, the Company and Grantee agree that the Grantee is free to engage in the activities described in Sections 5.6 through 5.9 and that the Company will not seek to enjoin or otherwise stop the Grantee from engaging in any such Restricted Activities (provided, however, that the Company reserves such right as it may exist at law or in equity and/or pursuant to any other agreement entered into between the Company and the Grantee, including, without limitation, in the ECIA), but that if the Grantee engages in such activities the Company shall have all of the rights set forth in Section 5.5 with respect to the Award, all Shares received pursuant to the Award, and any After-Tax Proceeds.

ARTICLE 6

OTHER PROVISIONS

Entire Agreement; Governing Law. The Notice, the Plan and these Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respect to the subject matter hereof, and may not be modified adversely to the Grantee’s interest except by means of a writing signed by the Company and the Grantee. For the avoidance of doubt, the restrictions set forth in Sections 5.6 through 5.9 above do not supersede any other agreement between the Company and Grantee, including, without limitation, the ECIA. Nothing in the Notice, the Plan and these Terms and Conditions (except as expressly provided therein) is intended to confer any rights or remedies on any persons other than the parties. Should any provision of the Notice, the Plan or these Terms and Conditions be determined to be illegal or unenforceable, such provision shall be enforced to the fullest extent allowed by law and the other provisions shall nevertheless remain effective and shall remain enforceable. The Notice, the Plan and these Terms and Conditions are to be construed in accordance with and governed by the internal laws of the State of New York without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of New York to the rights and duties of the parties. Should any provision of the Notice or these Terms and Conditions be determined to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.

6.2Construction. The captions used in the Notice and these Terms and Conditions are inserted for convenience and shall not be deemed a part of the Award for construction or interpretation. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

6.3Administration and Interpretation. Any question or dispute regarding the administration or interpretation of the Notice, the Plan or these Terms and Conditions shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.

6.4Severability. The invalidity or unenforceability of any paragraph or provision (or any part thereof) of the Notice or these Terms and Conditions shall not affect the validity or enforceability of any one or more of the other paragraphs or provisions (or other parts thereof), and all other provisions shall remain in full force and effect. If any provision of the Notice or these Terms and Conditions is held to be excessively broad, then such provision shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.

6.5Venue and Waiver of Jury Trial. The parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or these Terms and Conditions shall be brought exclusively in the United States District Court for the Eastern District of New York (or should such court lack jurisdiction to hear such action, suit or proceeding, in a New York state court in the County of Nassau) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. THE PARTIES ALSO EXPRESSLY WAIVE ANY RIGHT THEY HAVE OR MAY HAVE TO A JURY TRIAL OF ANY SUCH SUIT, ACTION OR PROCEEDING. If any one or more provisions of this Section 6.5 shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

6.6Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party.

6.7Conformity to Securities Laws. Grantee acknowledges that the Plan and these Terms and Conditions are intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3 under the Exchange Act. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Award is granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and these Terms and Conditions shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

6.8Nature of Award. In accepting the Award, the Grantee acknowledges and agrees that:

(a)the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and these Terms and Conditions;

(b)the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Units, or benefits in lieu of Units, even if Units have been awarded repeatedly in the past;

(c)all decisions with respect to future awards, if any, will be at the sole discretion of the Company;

(d)the Grantee’s participation in the Plan is voluntary;

(e)the Grantee’s participation in the Plan shall not create a right to any employment with the Grantee’s employer and shall not interfere with the ability of the Company or the employer to terminate the Grantee’s employment relationship, if any, at any time;

(f)the Award is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Related Entity;

(g)in the event that the Grantee is not an Employee of the Company or any Related Entity, the Award and the Grantee’s participation in the Plan will not be interpreted to form an employment or service contract or relationship with the Company or any Related Entity;

(h)the future value of the underlying Shares is unknown and cannot be predicted with certainty;

(i)in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or Shares acquired upon vesting of the Award, resulting from termination of the Grantee’s Continuous Service by the Company or any Related Entity (for any reason whatsoever and whether or not in breach of local labor laws) and in consideration of the grant of the Award, the Grantee irrevocably releases the Company and any Related Entity from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing the Notice, the Grantee shall be deemed irrevocably to have waived his or her right to pursue or seek remedy for any such claim or entitlement;

(j)in the event of termination of the Grantee’s Continuous Service (whether or not in breach of local labor laws), the Grantee’s right to receive Awards under the Plan and to vest in such Awards, if any, will terminate effective as of the date that the Grantee is no longer providing services and will not be extended by any notice period mandated under local law (e.g., providing services would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of termination of the Grantee’s Continuous Service (whether or not in breach of local labor laws), the Administrator shall have the exclusive discretion to determine when the Grantee is no longer providing services for purposes of this Award;

(k)the Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Grantee’s participation in the Plan or the Grantee’s acquisition or sale of the underlying Shares; and

(l)the Grantee is hereby advised to consult with the Grantee’s own personal tax, legal and financial advisers regarding the Grantee’s participation in the Plan before taking any action related to the Plan.

6.9Certain Provisions Applicable to Grantees Employed at International Locations. The Company will assess its requirements regarding Tax Withholding Obligations and reporting in connection with the Award and any Shares issued pursuant to the Award. These requirements may change from time to time as laws or interpretations change. Regardless of the actions of the Company in this regard, the Grantee hereby acknowledges and agrees that the ultimate liability for any and all Tax Withholding Obligation is and remains his or her responsibility and liability and that the Company makes no representations nor undertakings regarding treatment of any Tax Withholding Obligation in connection with any aspect of the Award and does not commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Grantee’s liability regarding Tax Withholding Obligations. In the event that the Company has any Tax Withholding Obligation in connection with the Award, the Grantee agrees to make arrangements satisfactory to the Company to satisfy all withholding requirements. The Grantee

authorizes the Company to withhold all applicable Tax Withholding Obligations legally due from Grantee from his or her wages or other cash compensation paid him or her by the Company and/or to cause the sale of Shares on Grantee’s behalf or reduce the number of Shares delivered to Grantee as contemplated by Section 2.1 above, to satisfy such Tax Withholding Obligations.

6.10Data Privacy. The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in the Notice and these Terms and Conditions by and among, as applicable, the Grantee’s employer, the Company and any Related Entity for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that the Company and the Grantee’s employer may hold certain personal information about the Grantee, including, but not limited to, the Grantee’s name, home address and telephone number, date of birth, social insurance or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Units or any other entitlement to Shares awarded, canceled, vested, unvested or outstanding in the Grantee’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”). The Grantee understands that Data will be transferred to any third party assisting the Company with the implementation, administration and management of the Plan. The Grantee understands that the recipients of the Data may be located in the Grantee’s country, or elsewhere, and that the recipients’ country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Grantee’s participation in the Plan. The Grantee understands that Data will be held only as long as is necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that the Grantee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusal or withdrawal of consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of the Grantee’s refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative.

6.11No Right to Continued Employment. Nothing in the Notice, these Terms and Conditions or the Plan shall confer upon Grantee any right to continue in the service of the Company or any Related Entity or shall interfere with or restrict in any way the rights of the Company or any Related Entity, which are hereby expressly reserved, to discharge Grantee at any time for any reason whatsoever, with or without cause, except as may otherwise be provided by any written agreement entered into by and between the Company and Grantee.

6.12No Right to Future Awards. Nothing in the Notice, these Terms and Conditions or the Plan shall confer upon Grantee any right with respect to future Awards under the Plan, or any right with respect to any other award under any plan of the Company or any Related Entity.

6.13Language. If the Grantee has received these Terms and Conditions or any other document related to the Plan translated into a language other than English and if the translated version is different than the English version, the English version will control, unless otherwise prescribed by Applicable Law.

6.14Section 409A. The Award is intended to comply with Section 409A of the Code or, if applicable, an exemption from Section 409A, and the terms governing the Award will be interpreted accordingly. If the terms of any other agreement, plan or policy applicable to the Award woud cause the Award not to comply with Section 409A, such terms shall (a) be modified (to the minimum extent necessary) to avoid such non-complance or (b) if such non-compliance may not be remedied by modification of terms, not apply to the Award. The Grantee acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Grantee, may amend or modify these Terms and Conditions in any manner and delay or otherwise modify the timing of the issuance of any Shares (or cash) issuable pursuant to these Terms and Conditions to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any Treasury regulations or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. In addition, the Company makes no representation that the Award will comply with Section 409A of the Code and makes no undertaking to prevent Section 409A of the Code from applying to the Award or to mitigate its effects on any deferrals or payments made in respect of the Units. The Grantee is encouraged to consult a tax adviser regarding the potential impact of Section 409A of the Code.

* * * * *

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULE 13a — 14(a) or RULE 15d — 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I, William J. Miller, Ph.D., certify that:

1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2024 of Veeco Instruments Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ WILLIAM J. MILLER, Ph.D.
	William J. Miller, Ph.D.
	Chief Executive Officer
	Veeco Instruments Inc.
	May 7, 2024

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULE 13a — 14(a) or RULE 15d — 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

I,  John P. Kiernan, certify that:

1.    I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2024 of Veeco Instruments Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ JOHN P. KIERNAN
	John P. Kiernan
	Senior Vice President and Chief Financial Officer
	Veeco Instruments Inc.
	May 7, 2024

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Veeco Instruments Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William J. Miller, Ph.D., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ WILLIAM J. MILLER Ph.D.
	William J. Miller, Ph.D.
	Chief Executive Officer
	Veeco Instruments Inc.
	May 7, 2024

A signed original of this written statement required by Section 906 has been provided to Veeco Instruments Inc. and will be retained by Veeco Instruments Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Veeco Instruments Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Kiernan, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ JOHN P. KIERNAN
	John P. Kiernan
	Senior Vice President and Chief Financial Officer
	Veeco Instruments Inc.
	May 7, 2024

A signed original of this written statement required by Section 906 has been provided to Veeco Instruments Inc. and will be retained by Veeco Instruments Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2024	May 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	0-16244
Entity Registrant Name	VEECO INSTRUMENTS INC.
Entity Incorporation, State or Country Code	DE
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
Title of 12(b) Security	Common Stock
Trading Symbol	VECO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		56,637,662
Entity Central Index Key	0000103145
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Amendment Flag	false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 173,998	$ 158,781
Restricted cash	326	339
Short-term investments	122,886	146,664
Accounts receivable, net	106,532	103,018
Contract assets	34,336	24,370
Inventories	243,266	237,635
Prepaid expenses and other current assets	34,550	35,471
Total current assets	715,894	706,278
Property, plant, and equipment, net	115,297	118,459
Operating lease right-of-use assets	23,685	24,377
Intangible assets, net	42,054	43,945
Goodwill	214,964	214,964
Deferred income taxes	118,724	117,901
Other assets	3,075	3,117
Total assets	1,233,693	1,229,041
Current liabilities:
Accounts payable	54,011	42,383
Accrued expenses and other current liabilities	59,259	57,624
Contract liabilities	93,812	118,026
Income taxes payable	852
Current portion of long-term debt	26,425
Total current liabilities	234,359	218,033
Deferred income taxes	6,496	6,552
Long-term debt	248,811	274,941
Long-term operating lease liabilities	30,949	31,529
Other liabilities	25,168	25,544
Total liabilities	545,783	556,599
Stockholders' equity:
Preferred stock, $0.01 par value; 500,000 shares authorized; no shares issued and outstanding.
Common stock, $0.01 par value; 120,000,000 shares authorized; 56,637,473 shares issued and outstanding at March 31, 2024 and 56,364,131 shares issued and outstanding at December 31, 2023	566	564
Additional paid-in capital	1,196,180	1,202,440
Accumulated deficit	(510,315)	(532,169)
Accumulated other comprehensive income	1,479	1,607
Total stockholders' equity	687,910	672,442
Total liabilities and stockholders' equity	$ 1,233,693	$ 1,229,041

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized shares	120,000,000	120,000,000
Common stock, shares issued	56,637,473	56,364,131
Common stock, shares outstanding	56,637,473	56,364,131

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Consolidated Statements of Operations
Net sales	$ 174,484	$ 153,504
Cost of sales	99,065	91,487
Gross profit	75,419	62,017
Operating expenses, net:
Research and development	29,642	27,562
Selling, general, and administrative	24,700	22,627
Amortization of intangible assets	1,891	2,111
Other operating expense (income), net	(2,859)	(89)
Total operating expenses, net	53,374	52,211
Operating income	22,045	9,806
Interest income	3,324	2,073
Interest expense	(2,619)	(2,875)
Income before income taxes	22,750	9,004
Income tax expense	896	263
Net income	$ 21,854	$ 8,741
Income per common share:
Basic (in dollars per share)	$ 0.39	$ 0.17
Diluted (in dollars per share)	$ 0.37	$ 0.17
Weighted average number of shares:
Basic (in shares)	55,968	50,559
Diluted (in shares)	60,764	59,856

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Consolidated Statements of Comprehensive Income
Net Income (Loss)	$ 21,854	$ 8,741
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on available-for-sale securities	(95)	470
Change in currency translation adjustments	(33)	6
Total other comprehensive income (loss), net of tax	(128)	476
Total comprehensive income	$ 21,726	$ 9,217

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net income	$ 21,854	$ 8,741
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	6,405	6,276
Non-cash interest expense	296	226
Deferred income taxes	(842)	191
Share-based compensation expense	8,082	7,027
Change in contingent consideration	(625)
Changes in operating assets and liabilities:
Accounts receivable and contract assets	(13,480)	3,157
Inventories	(4,838)	(25,763)
Prepaid expenses and other current assets	395	(4,783)
Accounts payable and accrued expenses	17,621	13,431
Contract liabilities	(24,215)	5,534
Income taxes receivable and payable, net	853	94
Other, net	(2,145)	(213)
Net cash provided by (used in) operating activities	9,361	13,918
Cash Flows from Investing Activities
Capital expenditures	(5,990)	(6,946)
Acquisition of businesses, net of cash acquired		(30,373)
Proceeds from the sale of investments	53,473	40,049
Payments for purchases of investments	(28,791)	(3,492)
Proceeds from sale of productive assets	2,033
Net cash provided by (used in) investing activities	20,725	(762)
Cash Flows from Financing Activities
Restricted stock tax withholdings	(14,340)	(8,509)
Contingent consideration payment	(1,818)
Proceeds (net of tax withholdings) from option exercises and employee stock purchase plan	1,318	1,241
Extinguishment of Convertible Notes		(20,173)
Net cash provided by (used in) financing activities	(14,840)	(27,441)
Effect of exchange rate changes on cash and cash equivalents	(42)	10
Net increase (decrease) in cash, cash equivalents, and restricted cash	15,204	(14,275)
Cash, cash equivalents, and restricted cash - beginning of period	159,120	155,472
Cash, cash equivalents, and restricted cash - end of period	174,324	141,197
Supplemental Disclosure of Cash Flow Information
Interest paid	619	2,744
Income taxes paid, net of refunds received	992	386
Non-cash activities
Capital expenditures included in accounts payable and accrued expenses	$ 599	5,052
Net transfer of inventory to property, plant and equipment		4,304
Right-of-use assets obtained in exchange for lease obligations		$ 630

XML

Basis of Presentation

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies

Basis of Presentation

Note 1 — Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Veeco have been prepared in accordance with U.S. GAAP as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 270 for interim financial information and with the instructions to Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as the interim information is an update of the information that was presented in Veeco’s most recent annual financial statements. For further information, refer to Veeco’s Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal, recurring nature.

Veeco reports interim quarters on a 13-week basis ending on the last Sunday of each quarter. The fourth quarter always ends on the last day of the calendar year, December 31. The 2024 interim quarters end on March 31, June 30, and September 29, and the 2023 interim quarters ended on April 2, July 2, and October 1. These interim quarters are reported as March 31, June 30, and September 30 in Veeco’s interim consolidated financial statements.

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates.

Revenue Recognition

Revenue is recognized upon the transfer of control of the promised product or service to the customer in an amount that reflects the consideration the Company expects to receive in exchange for such product or service. The Company’s contracts with customers generally do not contain variable consideration. In the rare instances where variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price. The Company’s contracts with customers frequently contain multiple deliverables, such as systems, upgrades, components, spare parts, installation, maintenance, and service plans. Judgment is required to properly identify the performance obligations within a contract and to determine how the revenue should be allocated among the performance obligations. The Company also evaluates whether multiple transactions with the same customer or related parties should be considered part of a single contract based on an assessment of whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of one another.

When there are separate units of accounting, the Company allocates revenue to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling prices are determined based on the prices at which the Company separately sells the systems, upgrades, components, spare parts, installation, maintenance, and service plans. For items that are not sold separately, the Company estimates stand-alone selling prices generally using an expected cost plus margin approach.

Most of the Company’s revenue is recognized at a point in time when the performance obligation is satisfied. The Company considers many facts when evaluating each of its sales arrangements to determine the timing of revenue recognition, including its contractual obligations and the nature of the customer’s post-delivery acceptance provisions. The Company’s system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For many of these arrangements, a customer source inspection of the system is performed in the Company’s facility, test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery, or other quality assurance testing is performed

internally to ensure system functionality prior to shipment. Historically, such source inspection or test data replicates the field acceptance provisions that are performed at the customer’s site prior to final acceptance of the system. When the Company objectively demonstrates that the criteria specified in the contractual acceptance provisions are achieved prior to delivery either through customer testing or the Company’s historical experience of its tools meeting specifications, transfer of control of the product to the customer is considered to have occurred and revenue is recognized upon system delivery since there is no substantive contingency remaining related to the acceptance provisions at that date. For new products, new applications of existing products, or for products with substantive customer acceptance provisions where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred. The Company recognizes such revenue and costs upon obtaining objective evidence that the acceptance provisions can be achieved, assuming all other revenue recognition criteria have been met.

In certain cases the Company’s contracts with customers contain a billing retention, which is billed by the Company and payable by the customer when field acceptance provisions are completed. Revenue recognized in advance of the amount that has been billed is recorded as a contract asset on the Consolidated Balance Sheets.

The Company recognizes revenue related to maintenance and service contracts over time based upon the respective contract term. Installation revenue is recognized over time as the installation services are performed. The Company recognizes revenue from the sales of components, spare parts, and specified service engagements at a point in time, which is typically consistent with the time of delivery in accordance with the terms of the applicable sales arrangement.

The Company may receive advanced payments on system transactions. The timing of the transfer of goods or services related to the advanced payments is either at the discretion of the customer or generally expected to be within one year from the advanced receipt. As such, the Company does not adjust transaction prices for the time value of money. Incremental direct costs incurred related to the acquisition of a customer contract, such as sales commissions, are expensed as incurred since the expected amortization period is one year or less.

The Company has elected to treat shipping and handling costs as a fulfillment activity, and the Company includes such costs in cost of sales when the Company recognizes revenue for the related goods. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Each quarter the Company assesses the valuation and recoverability of all inventories: materials (raw materials, spare parts, and service inventory); work-in-process; and finished goods; and evaluation inventory at customer facilities. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials, and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of inventory, which would be reflected in cost of sales in the period the revision is made. Inventory acquired as part of a business combination is recorded at fair value on the date of acquisition.

Recent Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07: Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures. This standard primarily enhances disclosures about significant segment expenses. The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker (“CODM”) and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit and loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple

segment measures of profit or loss and contains other disclosure requirements. This authoritative guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of this new guidance on its consolidated financial statements.

XML

Income Per Common Share

3 Months Ended

Mar. 31, 2024

Income Per Common Share

Income Per Common Share

Note 2 — Income Per Common Share

Basic income per share is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted income per share is calculated by dividing net income available to common shareholders by the weighted average number of shares used to calculate basic income per share plus the weighted average number of common share equivalents outstanding during the period. The dilutive effect of outstanding options to purchase common stock and share-based awards is considered in diluted income per share by application of the treasury stock method. The dilutive effect of performance share units is included in diluted income per common share if the performance targets have been achieved, or would have been achieved if the reporting date was the end of the contingency period. Finally, the Company includes the dilutive effect of shares issuable upon conversion of its Notes in the calculation of diluted income per share using the if-converted method. The Company has the option for the 2025 and 2027 Notes to settle the conversion value in any combination of cash or shares, and as such, the maximum number of shares issuable are included in the dilutive share count if the effect would be dilutive. The Company must settle the principal amount of the 2029 Notes in cash, and has the option to settle any excess of the conversion value over the principal amount in any combination of cash or shares. As such, the Company only includes the excess shares that may be issuable above the principal amount of the 2029 Notes in the dilutive share count, if the effect would be dilutive.

The computations of basic and diluted income per share for the three months ended March 31, 2024 and 2023 are as follows:

	Three months ended March 31,
	2024		2023
	(in thousands, except per share amounts)
Numerator:
Net income	$	21,854	$	8,741
Interest expense associated with convertible notes		514		1,277
Net income available to common shareholders	$	22,368	$	10,018
Denominator:
Basic weighted average shares outstanding		55,968		50,559
Effect of potentially dilutive share-based awards		939		355
Dilutive effect of convertible notes		3,857		8,942
Diluted weighted average shares outstanding		60,764		59,856
Net income per common share:
Basic	$	0.39	$	0.17
Diluted	$	0.37	$	0.17
Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive		213		1,140
Potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive		—		5,603

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Business Combination

3 Months Ended

Mar. 31, 2024

Business Combination

Business Combination

Note 3 — Business Combination

Epiluvac

On January 31, 2023, the Company acquired Epiluvac AB, a privately held manufacturer of chemical vapor deposition (CVD) epitaxy systems that enable silicon carbide (SiC) applications in the electric vehicle market. This acquisition is expected to accelerate penetration into the emerging, high-growth SiC equipment market. The results of Epiluvac’s operations have been included in the consolidated financial statements since the date of acquisition. Acquisition date fair value totaled $56.4 million, which included $30.4 million of cash and $26.1 million of contingent consideration.

The purchase agreement included performance milestones that, if achieved, could trigger additional payments to the original selling shareholders. The contingent arrangements include payments up to $15.0 million based on the timely completion of certain defined milestones tied to strategic targets, and up to $20.0 million based on the percentage of orders received during the defined Earn-out period. The Earn-out period is four years after the closing date of the acquisition, or earlier if certain conditions are met.

The Company estimated the fair value of the contingent consideration by assigning probabilities and discount factors to each of the various defined performance milestones, while using a Monte-Carlo simulation model to determine the most likely outcome for payments to be based on value of orders received. These fair value measurements are based on significant inputs not observable in the market and thus represent a Level 3 measurement as defined in ASC 820. The discount rate used was 5.54% for the strategic target and order value related contingent payments. The rate was determined based on the nature of the milestone, the risks and uncertainties involved and the time period until the milestone was measured. The determination of the various probabilities and discount factors is highly subjective, requires significant judgment and is influenced by a number of factors, including the adoption of SiC technology. The aggregate fair value of the contingent consideration arrangement at the acquisition date was $26.1 million. While the use of SiC is expected to grow in the near future, it is difficult to predict the rate at which SiC will be adopted by the market and thus would impact the sales of our equipment.

The Company updates its estimate of fair value of the contingent consideration each reporting period, utilizing the same methodologies described above. The discount rate used was 5.6% for the strategic target and order value related contingent payments. During the three months ended March 31, 2024, the Company recognized approximately $0.6 million of a reduction to contingent consideration, included within “Other operating expense (income) net” in the Consolidated Statement of Operations. Additionally, during the three months ended March 31, 2024, the Company paid $1.8 million to the original selling shareholders in recognition of a performance milestone having been successfully completed. Total contingent consideration liability as of March 31, 2024 was $21.8 million included within “Other liabilities” on the Consolidated Balance Sheet.

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Assets

3 Months Ended

Mar. 31, 2024

Assets

Assets

Note 4 — Assets

Investments

Short-term investments are generally classified as available-for-sale and reported at fair value, with unrealized gains and losses, net of tax, presented as a separate component of stockholders’ equity under the caption “Accumulated other comprehensive income” in the Consolidated Balance Sheets. These securities may include U.S. treasuries, government agency securities, corporate debt, and commercial paper, all with maturities of greater than three months when purchased. All realized gains and losses and unrealized losses resulting from declines in fair value that are other than temporary are included in “Other operating expense (income), net” in the Consolidated Statements of Operations.

Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants. Veeco classifies certain assets based on the following fair value hierarchy:

Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and

Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Veeco has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts.

The following table presents the portion of Veeco’s assets that were measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023:

	Level 1		Level 2		Level 3		Total
	(in thousands)
March 31, 2024
Cash equivalents
Certificate of deposits and time deposits	$	84,211	$	—	$	—	$	84,211
Corporate debt		—		2,655		—		2,655
U.S. treasuries		9,999		—		—		9,999
Money market cash		21,363		—		—		21,363
Total	$	115,573	$	2,655	$	—	$	118,228
Short-term investments
U.S. treasuries	$	46,464	$	—	$	—	$	46,464
Government agency securities		—		25,425		—		25,425
Corporate debt		—		50,997		—		50,997
Total	$	46,464	$	76,422	$	—	$	122,886
December 31, 2023
Cash equivalents
Certificate of deposits and time deposits	$	74,262	$	—	$	—	$	74,262
Corporate debt		—		1,988		—		1,988
Money market cash		21,587		—		—		21,587
Total	$	95,849	$	1,988	$	—	$	97,837
Short-term investments
U.S. treasuries	$	59,493	$	—	$	—	$	59,493
Government agency securities		—		41,818		—		41,818
Corporate debt		—		35,409		—		35,409
Commercial paper		—		9,944		—		9,944
Total	$	59,493	$	87,171	$	—	$	146,664

There were no transfers between fair value measurement levels during the three months ended March 31, 2024.

At March 31, 2024 and December 31, 2023, the amortized cost and fair value of available-for-sale securities consist of:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
	(in thousands)
March 31, 2024
U.S. treasuries	$	46,565	$	—	$	(101)	$	46,464
Government agency securities		25,455		—		(30)		25,425
Corporate debt		51,098		—		(101)		50,997
Total	$	123,118	$	—	$	(232)	$	122,886
December 31, 2023
U.S. treasuries	$	59,541	$	3	$	(51)	$	59,493
Government agency securities		41,843		6		(31)		41,818
Corporate debt		35,447		9		(47)		35,409
Commercial paper		9,944		—		—		9,944
Total	$	146,775	$	18	$	(129)	$	146,664

Available-for-sale securities in a loss position at March 31, 2024 and December 31, 2023 consist of:

	Continuous Loss Position				Continuous Loss Position
	for Less than 12 Months				for 12 Months or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses
		(in thousands)
March 31, 2024
U.S. treasuries	$	46,464	$	(101)	$	—	$	—
Government agency securities		25,425		(30)		—		—
Corporate debt		45,471		(98)		1,495		(3)
Total	$	117,360	$	(229)	$	1,495	$	(3)
December 31, 2023
U.S. treasuries	$	43,118	$	(50)	$	—	$	—
Government agency securities		34,885		(31)		—		—
Corporate debt		23,262		(33)		2,618		(15)
Total	$	101,265	$	(114)	$	2,618	$	(15)

The contractual maturities of securities classified as available-for-sale at March 31, 2024 were as follows:

	March 31, 2024
	Amortized		Estimated
	Cost		Fair Value
		(in thousands)
Due in one year or less	$	112,231	$	112,050
Due after one year through two years		10,887		10,836
Total	$	123,118	$	122,886

Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. There were no realized gains or losses, or unrealized losses from declines in fair value that are other than temporary, for the three months ended March 31, 2024 and 2023.

Accounts Receivable

Accounts receivable is presented net of an allowance for doubtful accounts of $1.0 million at March 31, 2024 and December 31, 2023. The Company considered its current expectations of future economic conditions when estimating its allowance for doubtful accounts.

Inventories

Inventories at March 31, 2024 and December 31, 2023 consist of the following:

	March 31,		December 31,
	2024		2023
	(in thousands)
Materials	$	144,793	$	139,884
Work-in-process		75,344		71,278
Finished goods		3,670		6,183
Evaluation inventory		19,459		20,290
Total	$	243,266	$	237,635

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets primarily consist of supplier deposits, prepaid value-added tax, lease deposits, prepaid insurance, prepaid software and maintenance, and other receivables. The Company had deposits with its suppliers of $17.0 million and $19.4 million at March 31, 2024 and December 31, 2023, respectively.

Property, Plant, and Equipment

Property, plant, and equipment at March 31, 2024 and December 31, 2023 consist of the following:

	March 31,		December 31,
	2024		2023
	(in thousands)
Land	$	5,061	$	5,061
Building and improvements		61,292		61,679
Machinery and equipment (1)		182,811		181,180
Leasehold improvements		53,009		52,913
Gross property, plant, and equipment		302,173		300,833
Less: accumulated depreciation and amortization		186,876		182,374
Net property, plant, and equipment	$	115,297	$	118,459

(1) Machinery and equipment also includes software, furniture and fixtures

For the three months ended March 31, 2024 and 2023, depreciation expense was $4.5 million and $4.2 million, respectively.

Goodwill

Goodwill represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. There were no changes to goodwill during the three months ended March 31, 2024.

Intangible Assets

Intangible assets consist of purchased technology, customer relationships, patents, trademarks and tradenames, licenses, and backlog, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined.

The components of purchased intangible assets were as follows:

	March 31, 2024						December 31, 2023
			Accumulated						Accumulated
	Gross		Amortization				Gross		Amortization
	Carrying		and		Net		Carrying		and		Net
	Amount		Impairment		Amount		Amount		Impairment		Amount
	(in thousands)
Technology	$	355,928	$	322,997	$	32,931	$	355,928	$	321,923	$	34,005
Customer relationships		146,925		138,154		8,771		146,925		137,649		9,276
Trademarks and tradenames		30,910		30,571		339		30,910		30,269		641
Other		3,746		3,733		13		3,746		3,723		23
Total	$	537,509	$	495,455	$	42,054	$	537,509	$	493,564	$	43,945

Other intangible assets primarily consist of patents, licenses, and backlog.

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Liabilities

3 Months Ended

Mar. 31, 2024

Liabilities

Liabilities

Note 5 — Liabilities

Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities at March 31, 2024 and December 31, 2023 consist of:

	March 31,		December 31,
	2024		2023
	(in thousands)
Payroll and related benefits	$	35,059	$	28,321
Warranty		8,667		8,864
Operating lease liabilities		3,955		4,025
Interest		2,804		1,149
Professional fees		2,237		1,834
Sales, use, and other taxes		3,217		1,825
Contingent consideration		—		1,814
Other		3,320		9,792
Total	$	59,259	$	57,624

Warranty

Warranties are typically valid for one year from the date of system final acceptance. The Company estimates the costs that may be incurred under the warranty which are determined by analyzing specific product and historical configuration

statistics and regional warranty support costs and are affected by product failure rates, material usage, and labor costs incurred in correcting product failures during the warranty period. Unforeseen component failures or exceptional component performance can also result in changes to warranty costs. Changes in product warranty reserves for the three months ended March 31, 2024 include:

		(in thousands)
Balance - December 31, 2023	$	8,864
Warranties issued		1,545
Consumption of reserves		(1,542)
Changes in estimate		(200)
Balance - March 31, 2024	$	8,667

Contract Liabilities and Performance Obligations

Contract liabilities consist of unsatisfied performance obligations related to advanced payments received and billing in excess of revenue recognized. The contract liability balance as of December 31, 2023 was approximately $118.0 million, of which the Company recognized approximately $35.6 million in revenue during the three months ended March 31, 2024.

This reduction in contract liabilities was offset in part by new billings for products and services which were unsatisfied performance obligations to customers and revenue had not yet been recognized as of March 31, 2024.

As of March 31, 2024, the Company has approximately $139.8 million of remaining performance obligations on contracts with an original estimated duration of one year or more, of which approximately 82% is expected to be recognized within one year, with the remaining amounts expected to be recognized between one to three years. The Company has elected to exclude disclosures regarding remaining performance obligations that have an original expected duration of one year or less.

Convertible Senior Notes

2023 Notes

On January 10, 2017, the Company issued $345.0 million of 2.70% convertible senior unsecured notes due 2023 (the “2023 Notes”). The 2023 Notes had a maturity date of January 15, 2023, unless earlier purchased by the Company, redeemed, or converted. The Company repurchased and retired approximately $111.5 million and $213.3 million of aggregate principal amount of its outstanding 2023 Notes during the years ended December 31, 2021 and December 31, 2020, respectively.

The 2023 notes that remained outstanding matured on January 15, 2023 and were paid in cash and settled by the Company at that time.

2025 Notes

On November 17, 2020, as part of the privately negotiated exchange agreement, the Company issued $132.5 million of 3.50% convertible senior notes due 2025 (the “2025 Notes”). The 2025 Notes bear interest at a rate of 3.50% per year, payable semiannually in arrears on January 15 and July 15 of each year, commencing on July 15, 2021. The 2025 Notes mature on January 15, 2025, unless earlier purchased by the Company, redeemed, or converted.

On May 19, 2023, in connection with the completion of a private offering of $230.0 million aggregate principal amount of 2.875% convertible senior notes due 2029 described below, the Company repurchased and retired approximately

$106.0 million in aggregate principal amount of its outstanding 2025 Notes, with a carrying amount of $105.4 million, for approximately $106.0 million of cash and 0.7 million shares of the Company’s common stock. The Company accounted for the partial settlement of the 2025 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $16.5 million for the year ended December 31, 2023.

2027 Notes

On May 18, 2020, the Company completed a private offering of $125.0 million of 3.75% convertible senior notes due 2027 (the “2027 Notes”). The Company received net proceeds of approximately $121.9 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $10.3 million of cash to purchase capped calls, discussed below. The 2027 Notes bear interest at a rate of 3.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2020. The 2027 Notes mature on June 1, 2027, unless earlier purchased by the Company, redeemed, or converted.

On May 19, 2023, in connection with the completion of a private offering of $230.0 million aggregate principal amount of 2.875% convertible senior notes due 2029 described below, the Company repurchased and retired approximately $100.0 million in aggregate principal amount of its outstanding 2027 Notes, with a carrying amount of $98.5 million, for approximately $92.8 million of cash and 3.8 million shares of the Company’s common stock. The Company accounted for the partial settlement of the 2027 Notes as an extinguishment, and as such, recorded a loss on extinguishment of approximately $80.6 million for the year ended December 31, 2023.

2029 Notes

On May 19, 2023, the Company completed a private offering of $230.0 million of 2.875% convertible senior notes due 2029 (the “2029 Notes”). The Company received net proceeds of approximately $223.2 million, after deducting underwriting discounts and fees and expenses payable by the Company. Additionally, the Company used approximately $198.8 million of net proceeds from the offering to fund the cash portion of the 2025 Notes and 2027 Notes extinguishments described above and the remainder for general corporate purposes. The 2029 Notes bear interest at a rate of 2.875% per year, payable semiannually in arrears on June 1 and December 1 of each year, commencing on December 1, 2023. The 2029 Notes mature on June 1, 2029, unless earlier purchased by the Company, redeemed, or converted. The Company will settle any conversions of the 2029 Notes by paying cash up to the aggregate principal amount of the 2029 Notes to be converted, and paying or delivering either cash, shares of Company’s common stock, or a combination of cash and shares of common stock at the Company’s election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the 2029 Notes being converted.

The 2025 Notes, 2027 Notes, and 2029 Notes (collectively, the “Notes”) are unsecured senior obligations of Veeco and rank senior in right of payment to any of Veeco’s subordinated indebtedness; equal in right of payment to all of Veeco’s unsecured indebtedness that is not subordinated; effectively subordinated in right of payment to any of Veeco’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all indebtedness and other liabilities (including trade payables) of Veeco’s subsidiaries.

The Company may redeem for cash, at its option, all or any portion of (i) the outstanding 2025 Notes at any time on or after January 15, 2023, (ii) the outstanding 2027 Notes at any time on or after June 6, 2024 and/or (iii) the outstanding 2029 Notes at any time on or after June 8, 2026, in each case, at a redemption price equal to 100% of the principal amount of such Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the common stock has been at least 130% of the conversion price for the applicable series of Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date

on which the Company provides the redemption notice. Upon the Company’s notice of redemption, holders may elect to convert their Notes based on the conversion rates and criteria outlined below.

The Notes are convertible at the option of the holders upon the satisfaction of specified conditions and during certain periods as described below. The initial conversion rates are 41.6667, 71.5372, and 34.21852 shares of the Company’s common stock per $1,000 principal amount of the 2025 Notes, 2027 Notes, and 2029 Notes, respectively, representing initial effective conversion prices of $24.00, $13.98, and $29.22 per share of common stock, respectively. The conversion rates may be subject to adjustment upon the occurrence of certain specified events.

Holders may convert all or any portion of their Notes, in multiples of one thousand dollar principal amount, at their option at any time prior to the close of business on the business day immediately preceding October 15, 2024, with respect to the 2025 Notes, October 1, 2026, with respect to the 2027 Notes, and February 1, 2029 with respect to the 2029 Notes, only under the following circumstances:

(i) During any calendar quarter (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

(ii) During the five consecutive business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per one thousand dollar principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Veeco’s common stock and the conversion rate on each such trading day;

(iii) If the Company calls any or all of applicable series of the Notes for redemption at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

(iv) Upon the occurrence of specified corporate events.

For the calendar quarter ended March 31, 2024, the last reported sales price of the common stock during the 30 consecutive trading days, based on the criteria outlined in (i) above, was greater than 130% of the conversion price of the 2025 Notes and 2027 Notes, and as such are convertible by the holders until June 30, 2024.

Holders may convert their Notes at any time, regardless of the foregoing circumstances, on October 15, 2024 with respect to the 2025 Notes, October 1, 2026 with respect to the 2027 Notes, and February 1, 2029 with respect to the 2029 Notes, until the close of business on the business day immediately preceding the respective maturity date.

The Notes are recorded as a single unit within liabilities in the consolidated balance sheets as the conversion features within the Notes are not derivatives that require bifurcation and the Notes do not involve a substantial premium. Transaction costs of $1.9 million, $3.1 million, and $6.8 million incurred in connection with the issuance of the 2025 Notes, 2027 Notes, and 2029 Notes, respectively, were recorded as direct deductions from the related debt liabilities and recognized as non-cash interest expense using the effective interest method over the expected terms of the Notes.

The carrying value of the 2025 Notes, 2027 Notes, and 2029 Notes are as follows:

		March 31, 2024						December 31, 2023
		Principal Amount		Unamortized transaction costs		Net carrying value		Principal Amount		Unamortized transaction costs		Net carrying value
		(in thousands)
2025 Notes	$	26,500	$	(75)	$	26,425	$	26,500	$	(102)	$	26,398
2027 Notes		25,000		(293)		24,707		25,000		(313)		24,687
2029 Notes		230,000		(5,896)		224,104		230,000		(6,144)		223,856
Net carrying value	$	281,500	$	(6,264)	$	275,236	$	281,500	$	(6,559)	$	274,941

Total interest expense related to the 2023 Notes, 2025 Notes, 2027 Notes, and 2029 Notes is as follows:

	Three months ended March 31,
	2024		2023
	(in thousands)
Cash Interest Expense
Coupon interest expense - 2023 Notes	$	—	$	23
Coupon interest expense - 2025 Notes		232		1,159
Coupon interest expense - 2027 Notes		234		1,172
Coupon interest expense - 2029 Notes		1,653		—
Non-cash Interest Expense
Amortization of debt discount/transaction costs- 2023 Notes		—		4
Amortization of debt discount/transaction costs- 2025 Notes		28		117
Amortization of debt discount/transaction costs- 2027 Notes		20		105
Amortization of debt discount/transaction costs- 2029 Notes		248		—
Total Interest Expense	$	2,415	$	2,580

The Company determined the 2025 Notes, 2027 Notes, and 2029 Notes are Level 2 liabilities in the fair value hierarchy and had an estimated fair value at March 31, 2024 of $36.8 million, $62.1 million, and $342.5 million, respectively.

Capped Call Transactions

In connection with the offering of the 2027 Notes, on May 13, 2020, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”), pursuant to capped call confirmations, covering the total principal amount of the 2027 Notes for an aggregate premium of $10.3 million. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the 2027 Notes and/or offset any cash payments the Company is required to make in excess of the aggregate principal amount of converted 2027 Notes, as the case may be, with such reduction and/or offset subject to a cap based on the capped price of the Capped Call Transactions. The Capped Call Transactions exercise price is equal to the initial conversion price of the 2027 Notes, and the capped price of the Capped Call Transactions is approximately $18.46 per share and is subject to certain adjustments under the terms of the capped call confirmations.

The Capped Call Transactions are separate transactions entered into by the Company with the capped call counterparties, are not part of the terms of the 2027 Notes and do not change the holders’ rights under the 2027 Notes. Holders of the 2027 Notes do not have any rights with respect to the Capped Call Transactions. The cost of the Capped Call Transactions is not expected to be tax-deductible as the Company did not elect to integrate the Capped Call Transactions into the 2027 Notes for tax purposes. The Company used a portion of the net proceeds from the offering of the 2027 Notes to pay for the Capped Call Transactions, and the cost of the Capped Call Transactions was recorded as a reduction of the Company’s additional paid-in capital in the accompanying consolidated financial statements.

Revolving Credit Facility

On December 16, 2021, the Company entered into a loan and security agreement providing for a senior secured revolving credit facility in an aggregate principal amount of $150 million (the “Credit Facility”), including a $15 million letter of credit sublimit. The Credit Facility is guaranteed by the Company’s direct material U.S. subsidiaries, subject to customary exceptions. Borrowings under the Credit Facility are secured by a first-priority lien on substantially all of the assets of the Company, subject to customary exceptions. The Credit Facility has a term of five years, maturing on December 16, 2026, or earlier if certain liquidity measures are not met prior to the 2025 Notes maturing. Subject to certain conditions and the receipt of commitments from the lenders, the Loan and Security Agreement allows for revolving commitments under the Credit Facility to be increased by up to $75 million. The existing lenders under the Credit Facility are entitled, but not obligated, to provide such incremental commitments.

Borrowings will bear interest at a floating rate which can be, at the Company’s option, either (a) an alternate base rate plus an applicable rate ranging from 0.50% to 1.25% or (b) a Secured Overnight Financing Rate (“SOFR”) (with a floor of 0.00%) for the specified interest period plus an applicable rate ranging from 1.50% to 2.25%, in each case, depending on the Company’s Secured Net Leverage Ratio (as defined in the Loan and Security Agreement). The Company will pay an unused commitment fee ranging from 0.25% to 0.35% based on unused capacity under the Credit Facility and the Company’s Secured Net Leverage Ratio. The Company may use the proceeds of borrowings under the Credit Facility to pay transaction fees and expenses, provide for its working capital needs and reimburse drawings under letters of credit and for other general corporate purposes.

The Loan and Security Agreement contains customary affirmative covenants for transactions of this type, including, among others, the provision of financial and other information to the administrative agent, notice to the administrative agent upon the occurrence of certain material events, preservation of existence, maintenance of properties and insurance, compliance with laws, including environmental laws, the provision of additional guarantees, and an affiliate transactions covenant, subject to certain exceptions. The Loan and Security Agreement contains customary negative covenants, including, among others, restrictions on the ability to merge and consolidate with other companies, incur indebtedness, refinance our existing convertible notes, grant liens or security interests on assets, make investments, acquisitions, loans, or advances, pay dividends, and sell or otherwise transfer assets.

The Loan and Security Agreement contains financial maintenance covenants that require the Borrower to maintain an Interest Coverage Ratio (as defined in the Loan and Security Agreement) of not less than 3.00 to 1.00, a Total Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 4.50 to 1.00, and a Secured Net Leverage Ratio (as defined in the Loan and Security Agreement) of not more than 2.50 to 1.00, in each case, tested at the end of each fiscal quarter commencing with the fiscal quarter ending September 30, 2022. The Loan and Security Agreement also provides for a number of customary events of default, including, among others: payment defaults to the lenders; voluntary and involuntary bankruptcy proceedings; covenant defaults; material inaccuracies of representations and warranties; certain change of control events; material money judgments; and other customary events of default. The occurrence of an event of default could result in the acceleration of obligations and the termination of lending commitments under the Loan and Security Agreement.

No amounts were outstanding under the Credit Facility as of March 31, 2024 or December 31, 2023.

Other Liabilities

Other liabilities at March 31, 2024 and December 31, 2023 were approximately $25.2 million and $25.5 million, respectively; which primarily included contingent consideration of $21.8 million and $22.4 million, respectively; medical and dental benefits from former executives of $1.9 million; and asset retirement obligations of $0.9 million.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Leases

The Company’s operating leases primarily include real estate leases for properties used for manufacturing, R&D activities, sales and service, and administration, as well as certain equipment leases. Some leases may include options to renew for a period of up to 5 years, while others may include options to terminate the lease. The weighted average remaining lease term of the Company’s operating leases as of March 31, 2024 was 11 years, and the weighted average discount rate used in determining the present value of future lease payments was 5.6%.

The following table provides the maturities of lease liabilities at March 31, 2024:

	Operating
	Leases
	(in thousands)
Payments due by period:
2024	$	2,557
2025		4,138
2026		4,097
2027		3,640
2028		3,422
Thereafter		30,824
Total future minimum lease payments		48,678
Less: Imputed interest		(13,774)
Total	$	34,904
Reported as of March 31, 2024
Accrued expenses and other current liabilities	$	3,955
Long-term operating lease liabilities		30,949
Total	$	34,904

Operating lease costs for the three months ended March 31, 2024 and 2023 were $1.2 million and $1.4 million, respectively. Variable lease costs for the three months ended March 31, 2024 and 2023 were $0.4 million and $0.3 million, respectively. Additionally, the Company has an immaterial amount of short-term leases. Operating cash outflows from operating leases for the three months ended March 31, 2024 and 2023 were $1.6 million and $1.4 million, respectively.

Receivable Purchase Agreement

The Company entered into a receivable purchase agreement with a financial institution to sell certain of its trade receivables from customers without recourse, up to $30.0 million at any point in time. Pursuant to this agreement, the Company did not sell any receivables during the three months ended March 31, 2024, and $18.9 million was available under the agreement for additional sales of receivables as of March 31, 2024. The Company sold $8.3 million of receivables under this agreement for the three months ended March 31, 2023. The net sale of accounts receivable under the agreement is reflected as a reduction of accounts receivable in the Company’s Consolidated Balance Sheet at the time of sale and any fees for the sale of trade receivables were not material for the periods presented.

Purchase Commitments

Veeco has purchase commitments of $200.8 million at March 31, 2024, substantially all of which become due within one year.

Bank Guarantees

Veeco has bank guarantees and letters of credit issued by a financial institution on its behalf as needed. At March 31, 2024, outstanding bank guarantees and standby letters of credit totaled $23.7 million, and unused bank guarantees and letters of credit of $17.0 million were available to be drawn upon.

Legal Proceedings

The Company is involved in various legal proceedings arising in the normal course of business. The Company does not believe that the ultimate resolution of these matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

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Equity

3 Months Ended

Mar. 31, 2024

Equity

Equity

Note 7 — Equity

Statement of Stockholders’ Equity

The following tables present the changes in Stockholders’ Equity:

								Accumulated
				Additional				Other
	Common Stock			Paid-in		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Income		Total
	(in thousands)
Balance at December 31, 2023	56,364	$	564	$	1,202,440	$	(532,169)	$	1,607	$	672,442
Net income	—		—		—		21,854		—		21,854
Other comprehensive income (loss), net of tax	—		—		—		—		(128)		(128)
Share-based compensation expense	—		—		8,082		—		—		8,082
Net issuance under employee stock plans	273		2		(14,342)		—		—		(14,340)
Balance at March 31, 2024	56,637	$	566	$	1,196,180	$	(510,315)	$	1,479	$	687,910

								Accumulated
				Additional				Other
	Common Stock			Paid-in		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Income		Total
	(in thousands)
Balance at December 31, 2022	51,660	$	517	$	1,078,180	$	(501,801)	$	928	$	577,824
Net income	—		—		—		8,741		—		8,741
Other comprehensive income (loss), net of tax	—		—		—		—		476		476
Share-based compensation expense	—		—		7,027		—		—		7,027
Net issuance under employee stock plans	33		—		(8,509)		—		—		(8,509)
Balance at March 31, 2023	51,693	$	517	$	1,076,698	$	(493,060)	$	1,404	$	585,559

Accumulated Other Comprehensive Income (“AOCI”)

The following table presents the changes in the balances of each component of AOCI, net of tax:

			Unrealized
			Gains (Losses)
	Foreign		on Available
	Currency		for Sale
	Translation		Securities		Total
	(in thousands)
Balance - December 31, 2023	$	1,761	$	(154)	$	1,607
Other comprehensive income (loss)		(33)		(95)		(128)
Balance - March 31, 2024	$	1,728	$	(249)	$	1,479

There were minimal reclassifications from AOCI into net income for the three months ended March 31, 2024 and 2023.

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Share-based Compensation

3 Months Ended

Mar. 31, 2024

Share-based Compensation

Share-based compensation

Note 8 — Share-based Compensation

Restricted share awards are issued to employees and to members of our board of directors that are subject to specified restrictions and a risk of forfeiture. The restrictions typically lapse over one to four years and may entitle holders to dividends and voting rights. Other types of share-based compensation include performance share awards, performance share units, and restricted share units (collectively with restricted share awards, “restricted shares”), as well as options to purchase common stock.

Share-based compensation expense was recognized in the following line items in the Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023:

	Three months ended March 31,
	2024		2023
	(in thousands)
Cost of sales	$	1,730	$	1,451
Research and development		2,318		2,089
Selling, general, and administrative		4,034		3,487
Total	$	8,082	$	7,027

For the three months ended March 31, 2024, equity activity related to non-vested restricted shares and performance shares was as follows:

		Weighted
		Average
	Number of	Grant Date
	Shares	Fair Value
	(in thousands)
Balance - December 31, 2023	2,464	$	26.19
Granted	1,019		37.72
Performance award adjustments	200		27.81
Vested	(1,040)		25.93
Forfeited	(13)		23.06
Balance - March 31, 2024	2,630	$	31.13

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Income Taxes

3 Months Ended

Mar. 31, 2024

Income Taxes

Income Taxes

Note 9 — Income Taxes

Income taxes are estimated for each of the jurisdictions in which the Company operates. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as the tax effect of carryforwards. Realization of net deferred tax assets is dependent on future taxable income.

At the end of each interim reporting period, the effective tax rate is aligned with expectations for the full year. This estimate is used to determine the income tax provision on a year-to-date basis and may change in subsequent interim periods.

Income before income taxes and income tax expense for the three months ended March 31, 2024 and 2023 were as follows:

	Three months ended March 31,
	2024		2023
	(in thousands, except percentages)
Income before income taxes	$	22,750	$	9,004
Income tax expense	$	896	$	263
Effective tax rate		3.94%		2.93%

The Company’s income tax expense for the three months ended March 31, 2024 was $0.9 million, compared to $0.3 million for the comparable prior period. For the three months ended March 31, 2024 and March 31, 2023, the effective tax rate was lower than the U.S. statutory tax rate primarily relating to a discrete income tax benefit for share-based compensation windfall. Additionally, the effective tax rate was also favorably impacted by the tax benefits related to Foreign-Derived Intangible Income and research and development tax credits.

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Segment Reporting and Geographic Information

3 Months Ended

Mar. 31, 2024

Segment Reporting and Geographic Information

Segment Reporting and Geographic Information

Note 10 — Segment Reporting and Geographic Information

Veeco operates and measures its results in one operating segment and therefore has one reportable segment: the development, manufacture, sales, and support of semiconductor and thin film process equipment primarily sold to make electronic devices.

Veeco serves the following four end-markets:

Semiconductor

The Semiconductor market refers to early process steps in logic and memory applications where silicon wafers are processed. There are many different process steps in forming patterned wafers, such as deposition, etching, masking, and doping, where the microchips are created but remain on the silicon wafer. This market includes mask blank production for extreme ultraviolet (“EUV”) lithography, as well as Advanced Packaging, which refers to a portfolio of wafer-level assembly technologies that enable improved performance of electronic products, such as smartphones, high-end servers, and graphical processors.

Compound Semiconductor

The Compound Semiconductor market includes Photonics, Power Electronics, RF Filters and Amplifiers, and Solar applications. Photonics refers to light source technologies and laser-based solutions for 3D sensing, datacom and telecom applications. This includes micro-LED, laser diodes, edge emitting lasers and vertical cavity surface emitting lasers (“VCSELs”). Power Electronics refers to semiconductor devices such as rectifiers, inverters and converters for the

control and conversion of electric power in applications such as fast or wireless charging of consumer electronics and automotive applications. RF power amplifiers and filters (including surface acoustic wave (“SAW”) and bulk acoustic wave (“BAW”) filters) are used in 5G communications infrastructure, smartphones, tablets, and mobile devices. They make use of radio waves for wireless broadcasting and/or communications. Solar refers to power obtained by harnessing the energy of the sun through the use of compound semiconductor devices such as photovoltaics.

Data Storage

Data Storage refers to the Hard Disk Drive (“HDD”) market, for which our systems enable customers to manufacture thin film magnetic heads for hard disk drives as part of large capacity storage applications.

Scientific & Other

Scientific & Other refers to advanced materials research and a range of manufacturing applications including optical coatings (laser mirrors, optical filters, and anti-reflective coatings).

Sales by end-market and geographic region for the three months ended March 31, 2024 and 2023 were as follows:

	Three months ended March 31,
	2024		2023
	(in thousands)
Sales by end-market
Semiconductor	$	120,384	$	93,107
Compound Semiconductor		21,002		21,159
Data Storage		18,017		21,514
Scientific & Other		15,081		17,724
Total	$	174,484	$	153,504
Sales by geographic region
United States	$	27,868	$	31,011
EMEA(1)		8,488		22,947
China		64,308		60,747
Rest of APAC		73,220		38,744
Rest of World		600		54
Total	$	174,484	$	153,504

(1) EMEA consists of Europe, the Middle East, and Africa

For geographic reporting, sales are attributed to the location in which the customer facility is located.

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements of Veeco have been prepared in accordance with U.S. GAAP as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 270 for interim financial information and with the instructions to Rule 10-01 of Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements as the interim information is an update of the information that was presented in Veeco’s most recent annual financial statements. For further information, refer to Veeco’s Consolidated Financial Statements and Notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”). In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal, recurring nature.

Fiscal Period

Veeco reports interim quarters on a 13-week basis ending on the last Sunday of each quarter. The fourth quarter always ends on the last day of the calendar year, December 31. The 2024 interim quarters end on March 31, June 30, and September 29, and the 2023 interim quarters ended on April 2, July 2, and October 1. These interim quarters are reported as March 31, June 30, and September 30 in Veeco’s interim consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on management’s knowledge of current events and actions it may undertake in the future, actual results may differ from these estimates.

Revenue Recognition

Revenue Recognition

Revenue is recognized upon the transfer of control of the promised product or service to the customer in an amount that reflects the consideration the Company expects to receive in exchange for such product or service. The Company’s contracts with customers generally do not contain variable consideration. In the rare instances where variable consideration is included, the Company estimates the amount of variable consideration and determines what portion of that, if any, has a high probability of significant subsequent revenue reversal, and if so, that amount is excluded from the transaction price. The Company’s contracts with customers frequently contain multiple deliverables, such as systems, upgrades, components, spare parts, installation, maintenance, and service plans. Judgment is required to properly identify the performance obligations within a contract and to determine how the revenue should be allocated among the performance obligations. The Company also evaluates whether multiple transactions with the same customer or related parties should be considered part of a single contract based on an assessment of whether the contracts or agreements are negotiated or executed within a short time frame of each other or if there are indicators that the contracts are negotiated in contemplation of one another.

When there are separate units of accounting, the Company allocates revenue to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling prices are determined based on the prices at which the Company separately sells the systems, upgrades, components, spare parts, installation, maintenance, and service plans. For items that are not sold separately, the Company estimates stand-alone selling prices generally using an expected cost plus margin approach.

Most of the Company’s revenue is recognized at a point in time when the performance obligation is satisfied. The Company considers many facts when evaluating each of its sales arrangements to determine the timing of revenue recognition, including its contractual obligations and the nature of the customer’s post-delivery acceptance provisions. The Company’s system sales arrangements, including certain upgrades, generally include field acceptance provisions that may include functional or mechanical test procedures. For many of these arrangements, a customer source inspection of the system is performed in the Company’s facility, test data is sent to the customer documenting that the system is functioning to the agreed upon specifications prior to delivery, or other quality assurance testing is performed

internally to ensure system functionality prior to shipment. Historically, such source inspection or test data replicates the field acceptance provisions that are performed at the customer’s site prior to final acceptance of the system. When the Company objectively demonstrates that the criteria specified in the contractual acceptance provisions are achieved prior to delivery either through customer testing or the Company’s historical experience of its tools meeting specifications, transfer of control of the product to the customer is considered to have occurred and revenue is recognized upon system delivery since there is no substantive contingency remaining related to the acceptance provisions at that date. For new products, new applications of existing products, or for products with substantive customer acceptance provisions where the Company cannot objectively demonstrate that the criteria specified in the contractual acceptance provisions have been achieved prior to delivery, revenue and the associated costs are deferred. The Company recognizes such revenue and costs upon obtaining objective evidence that the acceptance provisions can be achieved, assuming all other revenue recognition criteria have been met.

In certain cases the Company’s contracts with customers contain a billing retention, which is billed by the Company and payable by the customer when field acceptance provisions are completed. Revenue recognized in advance of the amount that has been billed is recorded as a contract asset on the Consolidated Balance Sheets.

The Company recognizes revenue related to maintenance and service contracts over time based upon the respective contract term. Installation revenue is recognized over time as the installation services are performed. The Company recognizes revenue from the sales of components, spare parts, and specified service engagements at a point in time, which is typically consistent with the time of delivery in accordance with the terms of the applicable sales arrangement.

The Company may receive advanced payments on system transactions. The timing of the transfer of goods or services related to the advanced payments is either at the discretion of the customer or generally expected to be within one year from the advanced receipt. As such, the Company does not adjust transaction prices for the time value of money. Incremental direct costs incurred related to the acquisition of a customer contract, such as sales commissions, are expensed as incurred since the expected amortization period is one year or less.

The Company has elected to treat shipping and handling costs as a fulfillment activity, and the Company includes such costs in cost of sales when the Company recognizes revenue for the related goods. Taxes assessed by governmental authorities that are collected by the Company from a customer are excluded from revenue.

Inventories

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out basis. Each quarter the Company assesses the valuation and recoverability of all inventories: materials (raw materials, spare parts, and service inventory); work-in-process; and finished goods; and evaluation inventory at customer facilities. Obsolete inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials, and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of inventory, which would be reflected in cost of sales in the period the revision is made. Inventory acquired as part of a business combination is recorded at fair value on the date of acquisition.

Recent Accounting Standards Not Yet Adopted

Recent Accounting Standards Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07: Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures. This standard primarily enhances disclosures about significant segment expenses. The standard requires interim and annual disclosure of significant segment expenses that are regularly provided to the chief operating decision-maker (“CODM”) and included within the reported measure of a segment’s profit or loss, requires interim disclosures about a reportable segment’s profit and loss and assets that are currently required annually, requires disclosure of the position and title of the CODM, clarifies circumstances in which an entity can disclose multiple

segment measures of profit or loss and contains other disclosure requirements. This authoritative guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the effect of this new guidance on its consolidated financial statements.

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Income Per Common Share (Tables)

3 Months Ended

Mar. 31, 2024

Income Per Common Share

Schedule of computations of basic and diluted income per share

	Three months ended March 31,
	2024		2023
	(in thousands, except per share amounts)
Numerator:
Net income	$	21,854	$	8,741
Interest expense associated with convertible notes		514		1,277
Net income available to common shareholders	$	22,368	$	10,018
Denominator:
Basic weighted average shares outstanding		55,968		50,559
Effect of potentially dilutive share-based awards		939		355
Dilutive effect of convertible notes		3,857		8,942
Diluted weighted average shares outstanding		60,764		59,856
Net income per common share:
Basic	$	0.39	$	0.17
Diluted	$	0.37	$	0.17
Potentially dilutive shares excluded from the diluted calculation as their effect would be antidilutive		213		1,140
Potential shares to be issued for settlement of the convertible notes excluded from the diluted calculation as their effect would be antidilutive		—		5,603

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Assets (Tables)

3 Months Ended

Mar. 31, 2024

Assets

Schedule of portion of Veeco's assets (excluding cash balances) that are measured at fair value on a recurring basis

	Level 1		Level 2		Level 3		Total
	(in thousands)
March 31, 2024
Cash equivalents
Certificate of deposits and time deposits	$	84,211	$	—	$	—	$	84,211
Corporate debt		—		2,655		—		2,655
U.S. treasuries		9,999		—		—		9,999
Money market cash		21,363		—		—		21,363
Total	$	115,573	$	2,655	$	—	$	118,228
Short-term investments
U.S. treasuries	$	46,464	$	—	$	—	$	46,464
Government agency securities		—		25,425		—		25,425
Corporate debt		—		50,997		—		50,997
Total	$	46,464	$	76,422	$	—	$	122,886
December 31, 2023
Cash equivalents
Certificate of deposits and time deposits	$	74,262	$	—	$	—	$	74,262
Corporate debt		—		1,988		—		1,988
Money market cash		21,587		—		—		21,587
Total	$	95,849	$	1,988	$	—	$	97,837
Short-term investments
U.S. treasuries	$	59,493	$	—	$	—	$	59,493
Government agency securities		—		41,818		—		41,818
Corporate debt		—		35,409		—		35,409
Commercial paper		—		9,944		—		9,944
Total	$	59,493	$	87,171	$	—	$	146,664

Schedule of amortized cost and fair value of available-for-sale securities

			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
	(in thousands)
March 31, 2024
U.S. treasuries	$	46,565	$	—	$	(101)	$	46,464
Government agency securities		25,455		—		(30)		25,425
Corporate debt		51,098		—		(101)		50,997
Total	$	123,118	$	—	$	(232)	$	122,886
December 31, 2023
U.S. treasuries	$	59,541	$	3	$	(51)	$	59,493
Government agency securities		41,843		6		(31)		41,818
Corporate debt		35,447		9		(47)		35,409
Commercial paper		9,944		—		—		9,944
Total	$	146,775	$	18	$	(129)	$	146,664

Schedule of fair value and unrealized losses of available-for-sale securities in a loss position

	Continuous Loss Position				Continuous Loss Position
	for Less than 12 Months				for 12 Months or More
			Gross				Gross
	Estimated		Unrealized		Estimated		Unrealized
	Fair Value		Losses		Fair Value		Losses
		(in thousands)
March 31, 2024
U.S. treasuries	$	46,464	$	(101)	$	—	$	—
Government agency securities		25,425		(30)		—		—
Corporate debt		45,471		(98)		1,495		(3)
Total	$	117,360	$	(229)	$	1,495	$	(3)
December 31, 2023
U.S. treasuries	$	43,118	$	(50)	$	—	$	—
Government agency securities		34,885		(31)		—		—
Corporate debt		23,262		(33)		2,618		(15)
Total	$	101,265	$	(114)	$	2,618	$	(15)

Schedule of contractual maturities of securities classified as available-for-sale

	March 31, 2024
	Amortized		Estimated
	Cost		Fair Value
		(in thousands)
Due in one year or less	$	112,231	$	112,050
Due after one year through two years		10,887		10,836
Total	$	123,118	$	122,886

Schedule of inventories

	March 31,		December 31,
	2024		2023
	(in thousands)
Materials	$	144,793	$	139,884
Work-in-process		75,344		71,278
Finished goods		3,670		6,183
Evaluation inventory		19,459		20,290
Total	$	243,266	$	237,635

Schedule of property, plant, and equipment

	March 31,		December 31,
	2024		2023
	(in thousands)
Land	$	5,061	$	5,061
Building and improvements		61,292		61,679
Machinery and equipment (1)		182,811		181,180
Leasehold improvements		53,009		52,913
Gross property, plant, and equipment		302,173		300,833
Less: accumulated depreciation and amortization		186,876		182,374
Net property, plant, and equipment	$	115,297	$	118,459

(1) Machinery and equipment also includes software, furniture and fixtures

Schedule of intangible assets excluding goodwill

	March 31, 2024						December 31, 2023
			Accumulated						Accumulated
	Gross		Amortization				Gross		Amortization
	Carrying		and		Net		Carrying		and		Net
	Amount		Impairment		Amount		Amount		Impairment		Amount
	(in thousands)
Technology	$	355,928	$	322,997	$	32,931	$	355,928	$	321,923	$	34,005
Customer relationships		146,925		138,154		8,771		146,925		137,649		9,276
Trademarks and tradenames		30,910		30,571		339		30,910		30,269		641
Other		3,746		3,733		13		3,746		3,723		23
Total	$	537,509	$	495,455	$	42,054	$	537,509	$	493,564	$	43,945

XML

Liabilities (Tables)

3 Months Ended

Mar. 31, 2024

Liabilities

Schedule of accrued expenses and other current liabilities

	March 31,		December 31,
	2024		2023
	(in thousands)
Payroll and related benefits	$	35,059	$	28,321
Warranty		8,667		8,864
Operating lease liabilities		3,955		4,025
Interest		2,804		1,149
Professional fees		2,237		1,834
Sales, use, and other taxes		3,217		1,825
Contingent consideration		—		1,814
Other		3,320		9,792
Total	$	59,259	$	57,624

Schedule of changes in product warranty reserves

		(in thousands)
Balance - December 31, 2023	$	8,864
Warranties issued		1,545
Consumption of reserves		(1,542)
Changes in estimate		(200)
Balance - March 31, 2024	$	8,667

Schedule of carrying value of Convertible Senior Notes

		March 31, 2024						December 31, 2023
		Principal Amount		Unamortized transaction costs		Net carrying value		Principal Amount		Unamortized transaction costs		Net carrying value
		(in thousands)
2025 Notes	$	26,500	$	(75)	$	26,425	$	26,500	$	(102)	$	26,398
2027 Notes		25,000		(293)		24,707		25,000		(313)		24,687
2029 Notes		230,000		(5,896)		224,104		230,000		(6,144)		223,856
Net carrying value	$	281,500	$	(6,264)	$	275,236	$	281,500	$	(6,559)	$	274,941

Schedule of interest expense related to Convertible Senior Notes

	Three months ended March 31,
	2024		2023
	(in thousands)
Cash Interest Expense
Coupon interest expense - 2023 Notes	$	—	$	23
Coupon interest expense - 2025 Notes		232		1,159
Coupon interest expense - 2027 Notes		234		1,172
Coupon interest expense - 2029 Notes		1,653		—
Non-cash Interest Expense
Amortization of debt discount/transaction costs- 2023 Notes		—		4
Amortization of debt discount/transaction costs- 2025 Notes		28		117
Amortization of debt discount/transaction costs- 2027 Notes		20		105
Amortization of debt discount/transaction costs- 2029 Notes		248		—
Total Interest Expense	$	2,415	$	2,580

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies

Schedule of maturities of lease liabilities 2020

The following table provides the maturities of lease liabilities at March 31, 2024:

	Operating
	Leases
	(in thousands)
Payments due by period:
2024	$	2,557
2025		4,138
2026		4,097
2027		3,640
2028		3,422
Thereafter		30,824
Total future minimum lease payments		48,678
Less: Imputed interest		(13,774)
Total	$	34,904
Reported as of March 31, 2024
Accrued expenses and other current liabilities	$	3,955
Long-term operating lease liabilities		30,949
Total	$	34,904

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Equity (Tables)

3 Months Ended

Mar. 31, 2024

Equity

Schedule of Stockholders' Equity

								Accumulated
				Additional				Other
	Common Stock			Paid-in		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Income		Total
	(in thousands)
Balance at December 31, 2023	56,364	$	564	$	1,202,440	$	(532,169)	$	1,607	$	672,442
Net income	—		—		—		21,854		—		21,854
Other comprehensive income (loss), net of tax	—		—		—		—		(128)		(128)
Share-based compensation expense	—		—		8,082		—		—		8,082
Net issuance under employee stock plans	273		2		(14,342)		—		—		(14,340)
Balance at March 31, 2024	56,637	$	566	$	1,196,180	$	(510,315)	$	1,479	$	687,910

								Accumulated
				Additional				Other
	Common Stock			Paid-in		Accumulated		Comprehensive
	Shares	Amount		Capital		Deficit		Income		Total
	(in thousands)
Balance at December 31, 2022	51,660	$	517	$	1,078,180	$	(501,801)	$	928	$	577,824
Net income	—		—		—		8,741		—		8,741
Other comprehensive income (loss), net of tax	—		—		—		—		476		476
Share-based compensation expense	—		—		7,027		—		—		7,027
Net issuance under employee stock plans	33		—		(8,509)		—		—		(8,509)
Balance at March 31, 2023	51,693	$	517	$	1,076,698	$	(493,060)	$	1,404	$	585,559

Schedule of the changes in the balances of each component of AOCI, net of tax

			Unrealized
			Gains (Losses)
	Foreign		on Available
	Currency		for Sale
	Translation		Securities		Total
	(in thousands)
Balance - December 31, 2023	$	1,761	$	(154)	$	1,607
Other comprehensive income (loss)		(33)		(95)		(128)
Balance - March 31, 2024	$	1,728	$	(249)	$	1,479

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Share-based Compensation (Tables)

3 Months Ended

Mar. 31, 2024

Share-based Compensation

Schedule of share-based compensation expense

	Three months ended March 31,
	2024		2023
	(in thousands)
Cost of sales	$	1,730	$	1,451
Research and development		2,318		2,089
Selling, general, and administrative		4,034		3,487
Total	$	8,082	$	7,027

Summary of non-vested restricted and performance shares activity

		Weighted
		Average
	Number of	Grant Date
	Shares	Fair Value
	(in thousands)
Balance - December 31, 2023	2,464	$	26.19
Granted	1,019		37.72
Performance award adjustments	200		27.81
Vested	(1,040)		25.93
Forfeited	(13)		23.06
Balance - March 31, 2024	2,630	$	31.13

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Income Taxes (Tables)

3 Months Ended

Mar. 31, 2024

Income Taxes

Schedule of income before income taxes and income tax expense

	Three months ended March 31,
	2024		2023
	(in thousands, except percentages)
Income before income taxes	$	22,750	$	9,004
Income tax expense	$	896	$	263
Effective tax rate		3.94%		2.93%

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Segment Reporting and Geographic Information (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting and Geographic Information

Schedule of sales by end-market

	Three months ended March 31,
	2024		2023
	(in thousands)
Sales by end-market
Semiconductor	$	120,384	$	93,107
Compound Semiconductor		21,002		21,159
Data Storage		18,017		21,514
Scientific & Other		15,081		17,724
Total	$	174,484	$	153,504
Sales by geographic region
United States	$	27,868	$	31,011
EMEA(1)		8,488		22,947
China		64,308		60,747
Rest of APAC		73,220		38,744
Rest of World		600		54
Total	$	174,484	$	153,504

(1) EMEA consists of Europe, the Middle East, and Africa

Schedule of sales by geographic region

	Three months ended March 31,
	2024		2023
	(in thousands)
Sales by end-market
Semiconductor	$	120,384	$	93,107
Compound Semiconductor		21,002		21,159
Data Storage		18,017		21,514
Scientific & Other		15,081		17,724
Total	$	174,484	$	153,504
Sales by geographic region
United States	$	27,868	$	31,011
EMEA(1)		8,488		22,947
China		64,308		60,747
Rest of APAC		73,220		38,744
Rest of World		600		54
Total	$	174,484	$	153,504

(1) EMEA consists of Europe, the Middle East, and Africa

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Basis of Presentation - Fiscal Period (Details)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Fiscal period duration (in days)	91 days

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Basis of Presentation - Revenue Recognition (Details)	3 Months Ended
	Mar. 31, 2024
Significant Accounting Policies
Revenue, practical expedient, incremental cost of obtaining contract	true

XML

Income Per Common Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net income	$ 21,854	$ 8,741
Interest expense associated with convertible notes	514	1,277
Net income available to common shareholders	$ 22,368	$ 10,018
Denominator:
Basic weighted average shares outstanding	55,968	50,559
Effect of potentially dilutive share-based awards	939	355
Dilutive effect of convertible notes	3,857	8,942
Diluted weighted average shares outstanding	60,764	59,856
Net income (loss) per common share:
Basic (in dollars per share)	$ 0.39	$ 0.17
Diluted (in dollars per share)	$ 0.37	$ 0.17

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Income Per Common Share - Shares Excluded from EPS (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Potentially dilutive shares
Antidilutive securities
Securities excluded from the diluted calculation as their effect would be antidilutive	213	1,140
Convertible Notes
Antidilutive securities
Securities excluded from the diluted calculation as their effect would be antidilutive		5,603

XML

Business Combination - Consideration (Details) $ in Thousands		1 Months Ended	3 Months Ended
	Jan. 31, 2023 USD ($)	Jan. 31, 2023 USD ($)	Mar. 31, 2024 USD ($)
Business Combination
Increase (decrease) in contingent consideration			$ (625)
Contingent consideration payment			$ 1,818
Epiluvac AB
Business Combination
Acquisition date fair value		$ 56,400
Cash paid, net of cash acquired		30,400
Contingent consideration		$ 26,100
Business Combination, Contingent Consideration, Liability, Measurement Input	us-gaap:MeasurementInputDiscountRateMember	us-gaap:MeasurementInputDiscountRateMember	us-gaap:MeasurementInputDiscountRateMember
Contingent consideration measurement input	0.0554	0.0554	0.056
Contingent consideration	$ 26,100	$ 26,100
Increase (decrease) in contingent consideration			$ (600)
Contingent consideration payment			1,800
Epiluvac AB | Other liabilities.
Business Combination
Contingent consideration			$ 21,800
Epiluvac AB | Completion of certain defined milestones
Business Combination
Contingent consideration payments, High end of range	15,000	15,000
Epiluvac AB | Percentage of orders received during defined Earn-out period
Business Combination
Contingent consideration payments, High end of range	$ 20,000	$ 20,000
Maximum earn-out period	4 years

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Assets - Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Short-term investments
Transfer of assets from Level 1 to Level 2	$ 0
Transfer of assets from Level 2 to Level 1	0
Measured on a recurring basis
Cash equivalents
Total Cash equivalents	118,228	$ 97,837
Short-term investments
Total Short-term investments	122,886	146,664
Measured on a recurring basis | U.S. treasuries
Short-term investments
Total Short-term investments	46,464	59,493
Measured on a recurring basis | Government agency securities
Short-term investments
Total Short-term investments	25,425	41,818
Measured on a recurring basis | Corporate debt
Short-term investments
Total Short-term investments	50,997	35,409
Measured on a recurring basis | Commercial paper
Short-term investments
Total Short-term investments		9,944
Measured on a recurring basis | Certificate of deposits and time deposits
Cash equivalents
Total Cash equivalents	84,211	74,262
Measured on a recurring basis | Corporate debt
Cash equivalents
Total Cash equivalents	2,655	1,988
Measured on a recurring basis | U.S. treasuries
Cash equivalents
Total Cash equivalents	9,999
Measured on a recurring basis | Money market cash
Cash equivalents
Total Cash equivalents	21,363	21,587
Measured on a recurring basis | Level 1
Cash equivalents
Total Cash equivalents	115,573	95,849
Short-term investments
Total Short-term investments	46,464	59,493
Measured on a recurring basis | Level 1 | U.S. treasuries
Short-term investments
Total Short-term investments	46,464	59,493
Measured on a recurring basis | Level 1 | Certificate of deposits and time deposits
Cash equivalents
Total Cash equivalents	84,211	74,262
Measured on a recurring basis | Level 1 | U.S. treasuries
Cash equivalents
Total Cash equivalents	9,999
Measured on a recurring basis | Level 1 | Money market cash
Cash equivalents
Total Cash equivalents	21,363	21,587
Measured on a recurring basis | Level 2
Cash equivalents
Total Cash equivalents	2,655	1,988
Short-term investments
Total Short-term investments	76,422	87,171
Measured on a recurring basis | Level 2 | Government agency securities
Short-term investments
Total Short-term investments	25,425	41,818
Measured on a recurring basis | Level 2 | Corporate debt
Short-term investments
Total Short-term investments	50,997	35,409
Measured on a recurring basis | Level 2 | Commercial paper
Short-term investments
Total Short-term investments		9,944
Measured on a recurring basis | Level 2 | Corporate debt
Cash equivalents
Total Cash equivalents	$ 2,655	$ 1,988

XML

Assets - Available-For-Sale Securities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Total available-for-sale securities
Amortized Cost	$ 123,118	$ 146,775
Gross Unrealized Gains		18
Gross Unrealized Losses	(232)	(129)
Estimated Fair Value	122,886	146,664
Available-for-sale securities in a loss position
Investments, Continuous loss position for less than 12 months, Estimated Fair Value	117,360	101,265
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses	(229)	(114)
Investments, Continuous loss position for 12 months or more, Estimated Fair Value	1,495	2,618
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses	(3)	(15)
Contractual maturities - Amortized Cost
Amortized Cost, Due in one year or less	112,231
Amortized Cost, Due after one year through two years	10,887
Amortized Cost	123,118	146,775
Contractual maturities - Estimated Fair Value
Estimated Fair Value, Due in one year or less	112,050
Estimated Fair Value, Due after one year through two years	10,836
Available-for-sale Securities, Debt Securities, Total	122,886	146,664
Realized gains or losses
Realized gains or losses	0
Unrealized losses	0
U.S. treasuries
Total available-for-sale securities
Amortized Cost	46,565	59,541
Gross Unrealized Gains		3
Gross Unrealized Losses	(101)	(51)
Estimated Fair Value	46,464	59,493
Available-for-sale securities in a loss position
Investments, Continuous loss position for less than 12 months, Estimated Fair Value	46,464	43,118
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses	(101)	(50)
Contractual maturities - Amortized Cost
Amortized Cost	46,565	59,541
Contractual maturities - Estimated Fair Value
Available-for-sale Securities, Debt Securities, Total	46,464	59,493
Government agency securities
Total available-for-sale securities
Amortized Cost	25,455	41,843
Gross Unrealized Gains		6
Gross Unrealized Losses	(30)	(31)
Estimated Fair Value	25,425	41,818
Available-for-sale securities in a loss position
Investments, Continuous loss position for less than 12 months, Estimated Fair Value	25,425	34,885
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses	(30)	(31)
Contractual maturities - Amortized Cost
Amortized Cost	25,455	41,843
Contractual maturities - Estimated Fair Value
Available-for-sale Securities, Debt Securities, Total	25,425	41,818
Corporate debt
Total available-for-sale securities
Amortized Cost	51,098	35,447
Gross Unrealized Gains		9
Gross Unrealized Losses	(101)	(47)
Estimated Fair Value	50,997	35,409
Available-for-sale securities in a loss position
Investments, Continuous loss position for less than 12 months, Estimated Fair Value	45,471	23,262
Investments, Continuous loss position for less than 12 months, Gross Unrealized Losses	(98)	(33)
Investments, Continuous loss position for 12 months or more, Estimated Fair Value	1,495	2,618
Investments, Continuous loss position for 12 months or more, Gross Unrealized Losses	(3)	(15)
Contractual maturities - Amortized Cost
Amortized Cost	51,098	35,447
Contractual maturities - Estimated Fair Value
Available-for-sale Securities, Debt Securities, Total	$ 50,997	35,409
Commercial paper
Total available-for-sale securities
Amortized Cost		9,944
Estimated Fair Value		9,944
Contractual maturities - Amortized Cost
Amortized Cost		9,944
Contractual maturities - Estimated Fair Value
Available-for-sale Securities, Debt Securities, Total		$ 9,944

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Assets - Accounts Receivable (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Assets
Allowance for doubtful accounts receivable	$ 1.0	$ 1.0

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Assets - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Inventories
Materials	$ 144,793	$ 139,884
Work-in-process	75,344	71,278
Finished goods	3,670	6,183
Evaluation inventory	19,459	20,290
Total	$ 243,266	$ 237,635

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Assets - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Prepaid expenses and other current assets
Deposits with suppliers	$ 17.0	$ 19.4

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Assets - Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Property, plant, and equipment
Gross property, plant and equipment	$ 302,173		$ 300,833
Less: accumulated depreciation and amortization	186,876		182,374
Net property, plant, and equipment	115,297		118,459
Depreciation expense	4,500	$ 4,200
Land
Property, plant, and equipment
Gross property, plant and equipment	5,061		5,061
Building and improvements
Property, plant, and equipment
Gross property, plant and equipment	61,292		61,679
Machinery and equipment
Property, plant, and equipment
Gross property, plant and equipment	182,811		181,180
Leaseholds improvements
Property, plant, and equipment
Gross property, plant and equipment	$ 53,009		$ 52,913

XML

Assets - Goodwill (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Changes in goodwill balances
Increase (decrease) in goodwill	$ 0.0

XML

Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Intangible assets
Gross Carrying Amount, Intangible assets	$ 537,509	$ 537,509
Accumulated Amortization and Impairment, Intangible assets	495,455	493,564
Total Net Intangible Assets	42,054	43,945
Technology
Intangible assets
Gross Carrying Amount, Intangible assets	355,928	355,928
Accumulated Amortization and Impairment, Intangible assets	322,997	321,923
Total Net Intangible Assets	32,931	34,005
Customer relationship
Intangible assets
Gross Carrying Amount, Intangible assets	146,925	146,925
Accumulated Amortization and Impairment, Intangible assets	138,154	137,649
Total Net Intangible Assets	8,771	9,276
Trademarks and tradenames
Intangible assets
Gross Carrying Amount, Intangible assets	30,910	30,910
Accumulated Amortization and Impairment, Intangible assets	30,571	30,269
Total Net Intangible Assets	339	641
Other Intangible Assets
Intangible assets
Gross Carrying Amount, Intangible assets	3,746	3,746
Accumulated Amortization and Impairment, Intangible assets	3,733	3,723
Total Net Intangible Assets	$ 13	$ 23

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Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Accrued expenses and other current liabilities
Payroll and related benefits	$ 35,059	$ 28,321
Warranty	8,667	8,864
Operating lease liabilities	3,955	4,025
Interest	2,804	1,149
Professional fees	2,237	1,834
Sales, use, and other taxes	3,217	1,825
Contingent consideration		1,814
Other	3,320	9,792
Total accrued expenses and other current liabilities	$ 59,259	$ 57,624

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Liabilities - Warranty (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Warranty
Warranty period	1 year
Balance, beginning of the period	$ 8,864
Warranties issued	1,545
Consumption of reserves	(1,542)
Changes in estimate	(200)
Balance, end of the period	$ 8,667

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Liabilities - Contract Liabilities (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Changes in deferred revenue
Contract liability		$ 118.0
Amount of contract liability recognized into revenue	$ 35.6

XML

Liabilities - Performance Obligations Timing (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Performance obligations
Remaining performance obligations	$ 139.8
Revenue, Practical Expedient, Remaining Performance Obligation	true
Minimum
Performance obligations
Performance obligation at time of contract origination	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Performance obligations
Percentage of remaining performance obligation expected to be recognized	82.00%
Remaining performance obligations, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Minimum
Performance obligations
Remaining performance obligations, expected timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | Maximum
Performance obligations
Remaining performance obligations, expected timing of satisfaction	3 years

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Liabilities - 2023, 2025, 2027 and 2029 Convertible Senior Notes (Details) - USD ($) $ in Thousands, shares in Millions			3 Months Ended	12 Months Ended
	May 19, 2023	May 18, 2020	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2024	Nov. 17, 2020	Jan. 10, 2017
Debt
Principal amount				$ 281,500			$ 281,500
Cash paid for repurchase of notes			$ 20,173
2023 Notes
Debt
Principal amount									$ 345,000
Interest rate (as a percent)									2.70%
Repurchased and retired amount					$ 111,500	$ 213,300
2025 Notes and 2027 Notes
Debt
Repurchased and retired amount	$ 198,800
2025 Notes
Debt
Principal amount				26,500			26,500	$ 132,500
Interest rate (as a percent)								3.50%
Repurchased and retired amount	106,000
Carrying amount of debt extinguished	105,400
Cash paid for repurchase of notes	$ 106,000
Number of shares of common stock used for repurchase of notes	0.7
2025 Notes | Other income (expense), net
Debt
Loss on extinguishment of debt				16,500
2027 Notes
Debt
Principal amount		$ 125,000		25,000			25,000
Interest rate (as a percent)		3.75%
Proceeds from issuance of Notes, net of issuance cost		$ 121,900
Repurchased and retired amount	$ 100,000
Carrying amount of debt extinguished	98,500
Cash paid for repurchase of notes	$ 92,800
Number of shares of common stock used for repurchase of notes	3.8
Purchase of capped calls		$ 10,300
2027 Notes | Other income (expense), net
Debt
Loss on extinguishment of debt				80,600
2029 Notes
Debt
Principal amount	$ 230,000			$ 230,000			$ 230,000
Interest rate (as a percent)	2.875%
Proceeds from issuance of Notes, net of issuance cost	$ 223,200

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Liabilities - Convertible Senior Notes (Details)				3 Months Ended
	May 19, 2023 USD ($) $ / shares	Nov. 17, 2020 USD ($) $ / shares	May 18, 2020 USD ($) $ / shares	Mar. 31, 2024 USD ($) D
2029 Notes
Debt
Conversion rate	0.03421852
Conversion price (in dollars per share) | $ / shares	$ 29.22
Transaction costs | $	$ 6,800,000
2025 Notes and 2027 Notes
Debt
Stock price conversion trigger (as a percent)				130.00%
Number of consecutive trading days, scenario one				30
2025 Notes
Debt
Conversion rate		0.0416667
Conversion price (in dollars per share) | $ / shares		$ 24.00
Transaction costs | $		$ 1,900,000
2027 Notes
Debt
Conversion rate			0.0715372
Conversion price (in dollars per share) | $ / shares			$ 13.98
Transaction costs | $			$ 3,100,000
2025 Notes, 2027 Notes, and 2029 Notes
Debt
Redemption price as a percent of principal amount				100.00%
Stock price conversion trigger (as a percent)				130.00%
Trading days threshold				20
Number of consecutive trading days, scenario one				30
Multiples of principal holders may convert | $				1,000
Number of consecutive business days				5
Number of consecutive trading days, scenario two				5
Trading price conversion trigger (as a percent)				98.00%

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Liabilities - Convertible Senior Notes Carrying Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023	May 19, 2023	Nov. 17, 2020	May 18, 2020
Debt
Principal amount	$ 281,500	$ 281,500
Unamortized transaction costs	(6,264)	(6,559)
Net carrying value	275,236	274,941
2025 Notes
Debt
Principal amount	26,500	26,500		$ 132,500
Unamortized transaction costs	(75)	(102)
Net carrying value	26,425	26,398
2027 Notes
Debt
Principal amount	25,000	25,000			$ 125,000
Unamortized transaction costs	(293)	(313)
Net carrying value	24,707	24,687
2029 Notes
Debt
Principal amount	230,000	230,000	$ 230,000
Unamortized transaction costs	(5,896)	(6,144)
Net carrying value	$ 224,104	$ 223,856

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Liabilities - Convertible Senior Notes - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Non-Cash Interest Expense
Amortization of debt discount/transaction costs	$ 296	$ 226
Total Interest Expense	2,415	2,580
2023 Notes
Cash Interest Expense
Coupon interest expense		23
Non-Cash Interest Expense
Amortization of debt discount/transaction costs		4
2025 Notes
Cash Interest Expense
Coupon interest expense	232	1,159
Non-Cash Interest Expense
Amortization of debt discount/transaction costs	$ 28	117
Convertible Debt, Fair Value by Fair Value Hierarchy Level	Level 2
Estimated fair value	$ 36,800
2027 Notes
Cash Interest Expense
Coupon interest expense	234	1,172
Non-Cash Interest Expense
Amortization of debt discount/transaction costs	$ 20	$ 105
Convertible Debt, Fair Value by Fair Value Hierarchy Level	Level 2
Estimated fair value	$ 62,100
2029 Notes
Cash Interest Expense
Coupon interest expense	1,653
Non-Cash Interest Expense
Amortization of debt discount/transaction costs	$ 248
Convertible Debt, Fair Value by Fair Value Hierarchy Level	Level 2
Estimated fair value	$ 342,500

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Liabilities - Capped Call Transactions (Details) - Capped Call Transactions $ / shares in Units, $ in Millions	May 13, 2020 USD ($) $ / shares
Debt
Aggregate price of capped call transaction | $	$ 10.3
Cap price of the capped call transactions (in dollars per share) | $ / shares	$ 18.46

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Liabilities - Revolving Credit Facility (Details) - USD ($) $ in Millions		3 Months Ended	12 Months Ended
	Dec. 16, 2021	Mar. 31, 2024	Dec. 31, 2023
Credit Facility
Debt
Borrowing capacity	$ 150
Debt instrument term	5 years
Additional increase in borrowing subject to certain conditions	$ 75
Outstanding amount		$ 0	$ 0
Credit Facility | Minimum
Debt
Unused commitment fee percentage (as a percent)	0.25%
Interest coverage ratio	3.00
Credit Facility | Maximum
Debt
Unused commitment fee percentage (as a percent)	0.35%
Total net leverage ratio	4.50
Secured net leverage ratio	2.50
Credit Facility | Base rate | Minimum
Debt
Basis spread on base rate (as a percent)	0.50%
Credit Facility | Base rate | Maximum
Debt
Basis spread on base rate (as a percent)	1.25%
Credit Facility | SOFR
Debt
Floor rate on debt instrument (as a percent)	0.00%
Credit Facility | SOFR | Minimum
Debt
Basis spread on base rate (as a percent)	1.50%
Credit Facility | SOFR | Maximum
Debt
Basis spread on base rate (as a percent)	2.25%
Credit Facility, Letter of Credit
Debt
Borrowing capacity	$ 15

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Liabilities - Other Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Other liabilities
Other liabilities	$ 25,168	$ 25,544
Contingent consideration	21,800	22,400
Medical and dental benefits	1,900	1,900
Asset retirement obligations	$ 900	$ 900

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Commitments and Contingencies - Lease terms (Details)	Mar. 31, 2024
Leases
Lease renewal term	5 years
Remaining lease term	11 years
Weighted average discount rate (as a percent)	5.60%

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Commitments and Contingencies - Minimum lease commitments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Minimum lease commitments, Payments due by period:
2024	$ 2,557
2025	4,138
2026	4,097
2027	3,640
2028	3,422
Thereafter	30,824
Total future minimum lease payments	48,678
Less: Imputed interest	(13,774)
Total operating lease liabilities	34,904
Operating lease liability, current	$ 3,955	$ 4,025
Operating Lease, Liability, Current, Statement of Financial Position	Accrued expenses and other current liabilities
Long-term operating lease liabilities	$ 30,949	$ 31,529
Total operating lease liabilities	$ 34,904
Operating Lease, Liability, Statement of Financial Position	Long-term operating lease liabilities, Accrued expenses and other current liabilities

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Commitments and Contingencies - Lease costs (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Lease cost
Operating lease costs	$ 1.2	$ 1.4
Variable lease costs	0.4	0.3
Operating cash flows from operating leases	$ 1.6	$ 1.4

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Commitments and Contingencies - Receivable Purchase Agreement (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Commitments and Contingencies
Maximum amount of trade receivables to be sold under agreement	$ 30.0
Receivables sold	0.0	$ 8.3
Amount of trade receivables available to be sold under agreement	$ 18.9

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Commitments and Contingencies - Purchase Commitments and Bank Guarantees (Details) $ in Millions	Mar. 31, 2024 USD ($)
Purchase commitments
Purchase commitments due within one year	$ 200.8
Bank guarantees
Bank guarantees and letters of credit outstanding	23.7
Unused bank guarantees and letters of credit	$ 17.0

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Equity - Statement of Stockholders' Equity (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Increase (Decrease) in Stockholders' Equity
Balance at the beginning of the period	$ 672,442	$ 577,824
Net Income (Loss)	21,854	8,741
Other comprehensive income (loss), net of tax	(128)	476
Share-based compensation expense	8,082	7,027
Net issuance under employee stock plans	(14,340)	(8,509)
Balance at the end of the period	687,910	585,559
Common Stock
Increase (Decrease) in Stockholders' Equity
Balance at the beginning of the period	$ 564	$ 517
Balance (in shares)	56,364	51,660
Net issuance under employee stock plans	$ 2
Net issuance under employee stock plans (in shares)	273	33
Balance at the end of the period	$ 566	$ 517
Balance (in shares)	56,637	51,693
Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity
Balance at the beginning of the period	$ 1,202,440	$ 1,078,180
Share-based compensation expense	8,082	7,027
Net issuance under employee stock plans	(14,342)	(8,509)
Balance at the end of the period	1,196,180	1,076,698
Accumulated Deficit
Increase (Decrease) in Stockholders' Equity
Balance at the beginning of the period	(532,169)	(501,801)
Net Income (Loss)	21,854	8,741
Balance at the end of the period	(510,315)	(493,060)
Accumulated Other Comprehensive Income
Increase (Decrease) in Stockholders' Equity
Balance at the beginning of the period	1,607	928
Other comprehensive income (loss), net of tax	(128)	476
Balance at the end of the period	$ 1,479	$ 1,404

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Equity - AOCI Rollforward (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Changes in the balances of each component of AOCI
Balance at the beginning of the period	$ 672,442	$ 577,824
Other comprehensive income (loss)	(128)	476
Balance at the end of the period	687,910	585,559
Accumulated Other Comprehensive Income
Changes in the balances of each component of AOCI
Balance at the beginning of the period	1,607	928
Other comprehensive income (loss)	(128)
Balance at the end of the period	1,479	$ 1,404
Foreign Currency Translation
Changes in the balances of each component of AOCI
Balance at the beginning of the period	1,761
Other comprehensive income (loss)	(33)
Balance at the end of the period	1,728
Unrealized Gains (Losses) on Available for Sale Securities
Changes in the balances of each component of AOCI
Balance at the beginning of the period	(154)
Other comprehensive income (loss)	(95)
Balance at the end of the period	$ (249)

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Share-based Compensation - Recognized Share-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Recognized share-based compensation
Total share-based compensation expense	$ 8,082	$ 7,027
Restricted stock | Minimum
Share-based compensation
Expiration term	1 year
Restricted stock | Maximum
Share-based compensation
Expiration term	4 years
Cost of Sales
Recognized share-based compensation
Total share-based compensation expense	$ 1,730	1,451
Research and development
Recognized share-based compensation
Total share-based compensation expense	2,318	2,089
Selling, general and administrative
Recognized share-based compensation
Total share-based compensation expense	$ 4,034	$ 3,487

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Share-based Compensation - Restricted shares and performance shares (Details) - Non-vested restricted shares and performance shares shares in Thousands	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Shares
Outstanding at the beginning of the period (in shares) | shares	2,464
Granted (in shares) | shares	1,019
Performance award adjustments (in shares) | shares	200
Vested (in shares) | shares	(1,040)
Forfeited (in shares) | shares	(13)
Outstanding at the end of the period (in shares) | shares	2,630
Weighted Average Grant Date Fair Value
Outstanding at the beginning of the period (in dollars per share) | $ / shares	$ 26.19
Granted (in dollars per share) | $ / shares	37.72
Performance award adjustments (in dollars per share) | $ / shares	27.81
Vested (in dollars per share) | $ / shares	25.93
Forfeited (in dollars per share) | $ / shares	23.06
Outstanding at the end of the period (in dollars per share) | $ / shares	$ 31.13

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Tax reconciliation disclosures
Income before income taxes	$ 22,750	$ 9,004
Income tax expense	$ 896	$ 263
Effective tax rate (as a percent)	3.94%	2.93%

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Segment Reporting and Geographic Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) segment item	Mar. 31, 2023 USD ($)
Revenue reporting by end-market and geographic region
Number of operating segments | segment	1
Number of reportable segments | segment	1
Number of end-markets | item	4
Sales	$ 174,484	$ 153,504
UNITED STATES
Revenue reporting by end-market and geographic region
Sales	27,868	31,011
EMEA
Revenue reporting by end-market and geographic region
Sales	8,488	22,947
China
Revenue reporting by end-market and geographic region
Sales	64,308	60,747
Rest of APAC
Revenue reporting by end-market and geographic region
Sales	73,220	38,744
Rest Of World
Revenue reporting by end-market and geographic region
Sales	600	54
Semiconductor
Revenue reporting by end-market and geographic region
Sales	120,384	93,107
Compound Semiconductor
Revenue reporting by end-market and geographic region
Sales	21,002	21,159
Data Storage
Revenue reporting by end-market and geographic region
Sales	18,017	21,514
Scientific & Other
Revenue reporting by end-market and geographic region
Sales	$ 15,081	$ 17,724

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 21,854	$ 8,741

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Insider Trading Arrangements

3 Months Ended

Mar. 31, 2024

shares

Trading Arrangements, by Individual

Material Terms of Trading Arrangement

Item 5. Other Information

During the fiscal quarter ended March 31, 2024, the following directors and Section 16 officers, as applicable, adopted, modified or terminated “Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K):

●  On February 29, 2024, John Kiernan, our Chief Financial Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).  Mr. Kiernan’s plan covers the sale of 30,000 shares of our common stock, between June 10, 2024 and May 30, 2025. Transactions under the plan are based upon pre-established dates.

There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K) adopted, modified or terminated during the fiscal quarter ended March 31, 2024 by our directors and Section 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Securities Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.

Non-Rule 10b5-1 Arrangement Adopted

false

Non-Rule 10b5-1 Arrangement Terminated

false

John Kiernan

Trading Arrangements, by Individual

Name

John Kiernan

Title

Chief Financial Officer

Rule 10b5-1 Arrangement Adopted

true

Adoption Date

February 29, 2024

Aggregate Available

30,000