Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2024

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)


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

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

(516) 677-0200

(Registrant’s telephone number, including area code)

Not applicable

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

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2024, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended June 30, 2024. In connection with the release and the related conference call, Veeco posted a presentation relating to its second quarter 2024 financial results on its website (www.veeco.com). Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX


Exhibit		Description

99.1		Press release issued by Veeco dated August 6, 2024

99.2		Veeco Q2 2024 Conference Call Presentation August 6, 2024

104		Cover Page Interactive Data File (formatted as inline XBRL).

Limitation on Incorporation by Reference

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

SIGNATURES

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


August 6, 2024	VEECO INSTRUMENTS INC.

	By:	/s/ Kirk Mackey
	Name: Kirk Mackey
	Title: Vice President, General Counsel

EXHIBIT 99.1

VEECO REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS

Second Quarter 2024 Highlights:

●

Revenue of $175.9 million, compared with $161.6 million in the same period last year

●

GAAP net income of $14.9 million, or $0.25 per diluted share, compared with net loss of $85.3 million, or $1.61 loss per diluted share in the same period last year

●

Non-GAAP net income of $25.4 million, or $0.42 per diluted share, compared with $20.6 million, or $0.36 per diluted share in the same period last year

Plainview, N.Y., August 6, 2024 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its second quarter ended June 30, 2024. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

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


GAAP Results	Q2 '24		Q2 '23
Revenue	$	175.9	$	161.6
Net income (loss)	$	14.9	$	(85.3)
Diluted earnings (loss) per share	$	0.25	$	(1.61)


Non-GAAP Results	Q2 '24		Q2 '23
Operating income	$	28.3	$	24.3
Net income	$	25.4	$	20.6
Diluted earnings per share	$	0.42	$	0.36

“We delivered solid second quarter results in line with our guidance, led by our Semiconductor business,” commented Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “Demand for our Laser Annealing systems remains strong, highlighted by record revenue during the quarter. We’re also pleased to have received follow-on LSA orders for a leading logic customer’s gate-all-around process, as well as follow-on business from our Tier 1 DRAM customer to support their planned expansion.”

Guidance and Outlook

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

●

Revenue is expected in the range of $170 million to $190 million

●

GAAP diluted earnings per share are expected in the range of $0.21 to $0.31

●

Non-GAAP diluted earnings per share are expected in the range of $0.39 to $0.49

Conference Call Information

A conference call reviewing these results has been scheduled for today, August 6, 2024 starting at 5:00pm ET. To join the call, dial 1-877-407-8029 (toll-free) or 1-201-689-8029. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco's website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

Veeco (NASDAQ: VECO) is an innovative manufacturer of semiconductor process equipment. Our laser annealing, ion beam, chemical vapor deposition (CVD), metal organic chemical vapor deposition (MOCVD), single wafer etch & clean and lithography technologies play an integral role in the fabrication and packaging of advanced semiconductor devices. With equipment designed to optimize performance, yield and cost of ownership, Veeco holds leading technology positions in the markets we serve. To learn more about Veeco’s systems and service offerings, visit www.veeco.com.

Forward-looking Statements

This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, our ongoing transformation initiative and the effects thereof on our operations and financial results; and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; our ability to obtain and protect intellectual property rights in key technologies; the effects of regional or global health epidemics; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this press release or, in the case of any document referenced herein or incorporated by reference, the date of that document. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

-financial tables attached-

Veeco Contacts:

Investors:Anthony Pappone (516) 500-8798apappone@veeco.com

Media:Kevin Long (516) 714-3978klong@veeco.com

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations

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


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Net sales	$	175,879	$	161,641	$	350,363	$	315,145
Cost of sales		100,489		94,131		199,554		185,618
Gross profit		75,390		67,510		150,809		129,527
Operating expenses, net:
Research and development		31,696		27,384		61,338		54,945
Selling, general, and administrative		24,595		23,822		49,295		46,449
Amortization of intangible assets		1,825		2,123		3,716		4,235
Other operating expense (income), net		552		493		(2,307)		404
Total operating expenses, net		58,668		53,822		112,042		106,033
Operating income		16,722		13,688		38,767		23,494
Interest income (expense), net		349		(632)		1,054		(1,434)
Other income (expense), net		—		(97,091)		—		(97,091)
Income (loss) before income taxes		17,071		(84,035)		39,821		(75,031)
Income tax expense		2,127		1,285		3,023		1,548
Net income (loss)	$	14,944	$	(85,320)	$	36,798	$	(76,579)

Income (loss) per common share:
Basic	$	0.27	$	(1.61)	$	0.66	$	(1.48)
Diluted	$	0.25	$	(1.61)	$	0.61	$	(1.48)

Weighted average number of shares:
Basic		56,277		52,861		56,160		51,764
Diluted		62,535		52,861		61,733		51,764

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)


	June 30,		December 31,
	2024		2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	174,164	$	158,781
Restricted cash		289		339
Short-term investments		130,696		146,664
Accounts receivable, net		92,397		103,018
Contract assets		39,436		24,370
Inventories		245,108		237,635
Prepaid expenses and other current assets		36,105		35,471
Total current assets		718,195		706,278
Property, plant and equipment, net		113,461		118,459
Operating lease right-of-use assets		27,332		24,377
Intangible assets, net		40,229		43,945
Goodwill		214,964		214,964
Deferred income taxes		117,901		117,901
Other assets		3,033		3,117
Total assets	$	1,235,115	$	1,229,041

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	46,850	$	42,383
Accrued expenses and other current liabilities		50,119		57,624
Contract liabilities		80,556		118,026
Current portion of long-term debt		26,448		—
Total current liabilities		203,973		218,033
Deferred income taxes		6,445		6,552
Long-term debt		249,105		274,941
Long-term operating lease liabilities		34,938		31,529
Other liabilities		25,641		25,544
Total liabilities		520,102		556,599

Total stockholders’ equity		715,013		672,442
Total liabilities and stockholders’ equity	$	1,235,115	$	1,229,041

Note on Reconciliation Tables

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

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

Reconciliation of GAAP to Non-GAAP Financial Data (Q2 2024)

(in thousands)
(unaudited)


				Non-GAAP Adjustments
				Share-Based
Three months ended June 30, 2024	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	175,879						$	175,879
Gross profit		75,390		1,445					76,835
Gross margin		42.9	%						43.7	%
Operating expenses		58,668		(7,788)	(1,825)	(494)			48,561
Operating income		16,722		9,233	1,825	494	^		28,274
Net income		14,944		9,233	1,825	(570)	^		25,432

^	- See table below for additional details.

Other Non-GAAP Adjustments (Q2 2024)

(in thousands)
(unaudited)


Three months ended June 30, 2024
Changes in contingent consideration	$	494
Subtotal		494
Non-cash interest expense		316
Non-GAAP tax adjustment *		(1,380)
Total Other	$	(570)

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

Net Income per Common Share (Q2 2024)

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


	Three months ended June 30, 2024
	GAAP		Non-GAAP
Numerator:
Net income	$	14,944	$	25,432
Interest expense associated with 2025 and 2027 Convertible Senior Notes		512		466
Net income available to common shareholders	$	15,456	$	25,898

Denominator:
Basic weighted average shares outstanding		56,277		56,277
Effect of potentially dilutive share-based awards		1,316		1,316
Dilutive effect of 2025 Convertible Senior Notes		1,104		1,104
Dilutive effect of 2027 Convertible Senior Notes ⁽¹⁾		1,788		1,354
Dilutive effect of 2029 Convertible Senior Notes		2,050		2,050
Diluted weighted average shares outstanding		62,535		62,101

Net income per common share:
Basic	$	0.27	$	0.45
Diluted	$	0.25	$	0.42

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

Reconciliation of GAAP to Non-GAAP Financial Data (Q2 2023)

(in thousands)
(unaudited)


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

^	- See table below for additional details.

Other Non-GAAP Adjustments (Q2 2023)

(in thousands)
(unaudited)


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

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

Net Income per Common Share (Q2 2023)

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


	Three months ended June 30, 2023
	GAAP		Non-GAAP
Numerator:
Net income (loss)	$	(85,320)	$	20,603
Interest expense associated with 2025 and 2027 Convertible Senior Notes		—		1,482
Net income (loss) available to common shareholders	$	(85,320)	$	22,085

Denominator:
Basic weighted average shares outstanding		52,861		52,861
Effect of potentially dilutive share-based awards		—		838
Dilutive effect of 2025 Convertible Senior Notes⁽¹⁾		—		3,385
Dilutive effect of 2027 Convertible Senior Notes⁽¹⁾⁽²⁾		—		4,152
Diluted weighted average shares outstanding		52,861		61,236

Net income (loss) per common share:
Basic	$	(1.61)	$	0.39
Diluted	$	(1.61)	$	0.36

(1)

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

(2)

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

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q2 2024 and 2023)

(in thousands)
(unaudited)


	Three months ended		Three months ended
	June 30, 2024		June 30, 2023
GAAP Net income (loss)	$	14,944	$	(85,320)
Share-based compensation		9,233		7,932
Amortization		1,825		2,123
Changes in contingent consideration		494		—
Transition expenses related to San Jose expansion project		—		350
Acquisition related		—		199
Interest (income) expense, net		(349)		632
Other (income) expense, net		—		97,091
Income tax expense		2,127		1,285
Non-GAAP Operating income	$	28,274	$	24,292

Reconciliation of GAAP to Non-GAAP Financial Data (Q3 2024)

(in millions, except per share amounts)

(unaudited)


						Non-GAAP Adjustments
Guidance for the three months ending						Share-based
September 30, 2024	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	170	-	$	190				$	170	-	$	190
Gross profit		72	-		82	2	—	—		74	-		84
Gross margin		42%	-		43%					43%	-		44%
Operating expenses		57	-		59	(8)	(2)	—		48	-		50
Operating income		15	-		23	10	2	—		26	-		34
Net income	$	13	-	$	19	10	2	(1)	$	24	-	$	31

Income per diluted common share	$	0.21	-	$	0.31				$	0.39	-	$	0.49

Income per Diluted Common Share (Q3 2024)

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


Guidance for the three months ending September 30, 2024	GAAP					Non-GAAP
Numerator:
Net income	$	13	-	$	19	$	24	-	$	31
Interest expense associated with convertible notes		—			1		—			—
Net income available to common shareholders	$	13	-	$	20	$	24	-	$	31

Denominator:
Basic weighted average shares outstanding		56			56		56			56
Effect of potentially dilutive share-based awards		2			2		2			2
Dilutive effect of 2025 Convertible Senior Notes		—			1		1			1
Dilutive effect of 2027 Convertible Senior Notes ⁽¹⁾		2			2		1			1
Dilutive effect of 2029 Convertible Senior Notes		3			3		3			3
Diluted weighted average shares outstanding		62			63		63			63

Net income per common share:
Income per diluted common share	$	0.21	-	$	0.31	$	0.39	-	$	0.49

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q3 2024)

(in millions)
(unaudited)


Guidance for the three months ending September 30, 2024
GAAP Net income	$	13	-	$	19
Share-based compensation		10	-		10
Amortization		2	-		2
Interest income, net		(1)	-		(1)
Income tax expense		2	-		4
Non-GAAP Operating income	$	26	-	$	34

Note: Amounts may not calculate precisely due to rounding.

Exhibit 99.2

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 2 Safe Harbor This presentation contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, our ongoing transformation initiative and the effects thereof on our operations and financial results; and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; the level of demand for our products; global economic and industry conditions; global conflicts; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; cybersecurity attacks and our ability to safeguard sensitive information and protect our intellectual property rights in key technologies; the effects of regional or global health epidemics; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this presentation. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this presentation.

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 4 Q2 Financial Highlights $176M $28M 0.42¢ Revenue Non-GAAP Operating Income Diluted Non-GAAP EPS • Top and bottom-line results in line with guidance • Semiconductor business remains strong ▪ Including Record Laser Annealing revenue • In logic, received follow-on LSA orders for customers Gate-All-Around architecture • In DRAM, continue to receive follow-on business to support our customers planned expansion Semiconductor business remains strong, highlighted by record Laser Annealing revenue

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 5 ➢ NSA & IBD programs progressing well, targeting additional 2025 shipments ➢ Targeting LSA shipment to 2nd leading Memory customer in early 2025 ➢ Shipped 300mm GaN on Silicon evaluation to Tier 1 Power Device customer in Compound Semi market LSA – Laser Spike Annealing NSA – Nanosecond Annealing EUV – Extreme Ultraviolet GaN – Gallium Nitride IBD – Ion Beam Deposition SAM – Served Available Market GAA – Gate-All-Around HBM – High-Bandwidth Memory Investment Strategy Enabling SAM Expansion Future Technologies Driving Growth TODAY Evaluation Program Anchors Growth Strategy SAM Expansion Driving FUTURE Growth ➢ LSA systems qualified for all leading logic customers GAA architecture ➢ EUV Mask Blank Business expanding to new applications ➢ Strong year-over-year growth in Advanced Packaging wet processing business, driven by HBM ➢ Laser Annealing SAM to grow above $1.0B from $600M ▪ Expanding LSA adoption in memory ▪ Nanosecond Annealing in logic & memory for new leading-edge applications ➢ IBD for Front End Semi growing from $0 to $350M ▪ For memory & logic applications where low resistance metals most critical ➢ Compound Semi opportunities in Power Electronics and Photonics

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 6 Nanosecond Annealing Opportunity Nanosecond Annealing a substantial opportunity to expand to new leading-edge applications • Scaling challenges driving the need for new annealing capabilities • NSA broadening Laser Annealing adoption to new leading edge Logic and Memory applications • Shallow anneal enabling backside power delivery and 3D devices • Material Modification steps to improve performance by changing device structure and properties • Potential for initial logic HVM orders in 2025 Temperature (°C) Time HVM – High Volume Manufacturing NSA (nanosecond) 1000 2000 LSA (sub millisecond) 100 NSA LSA Heating Depth 10nm-100nm ~100 μm Very shallow Heats full wafer Traditional Lamp Based (sub second) Traditional Lamp based Full wafer Illustration of Wafer Cross Section Future NSA – Nanosecond Annealing LSA – Laser Spike Annealing

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 7 IBD300– 300mm Front End Semi Opportunity IBD achieving superior thin film properties versus incumbent technologies for advanced applications • Industry leader in Ion Beam Technology • Lower resistance metals essential for improved device performance & customer scaling • IBD achieving superior thin film properties vs incumbent technologies, including lower resistivity • Ideal for advanced applications where low resistance is most critical FUTURE IBD TODAY Incumbent Technology Illustration of grain size and distribution Uniformly oriented large grains = lowest resistivity Non-uniform, randomly oriented grains of small size = higher resistivity IBD – Ion Beam Deposition

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 8 Veeco Technologies for Artificial Intelligence Advanced Packaging Current PTOR • Wet Processing for micro-bump flux clean Additional Future Opportunities • Wet Processing for temporary bond clean GPU Current PTOR • Laser-Spike Annealing (LSA) • IBD for EUV mask blanks Additional Future Opportunities • Nanosecond Annealing (NSA) • IBD for low resistivity metals High-Bandwidth Memory (HBM) DRAM Current PTOR • Laser-Spike Annealing (LSA) • IBD for EUV mask blanks Additional Future Opportunities • Nanosecond Annealing (NSA) • IBD for low resistivity metals Illustration of typical AI chip PTOR = Production Tool of Record TSV = Through Silicon Via GPU = Graphics Processing Unit HBM – High-Bandwidth Memory CPU /

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 10 Q2 Revenue by Market & Region 63% 19% 8% 10% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 25% 24% 14% 37% EMEA APAC China United States $176M Revenue Trend ($M) Q2 23 Q1 24 Q2 24 Semiconductor 106 120 110 Compound Semi 24 21 18 Data Storage 14 18 34 Scientific & Other 17 15 14 Total 162 174 176 Amounts may not calculate precisely due to rounding. ROW is negligible

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 11 Q2 Operating Results In millions (except per share amounts) GAAP Non-GAAP Q1 24 Q2 24 Q1 24 Q2 24 Revenue $174.5 $175.9 $174.5 $175.9 Gross Profit 75.4 75.4 77.1 76.8 Gross Margin 43.2% 42.9% 44.2% 43.7% Operating Expenses 53.4 58.7 47.8 48.6 Operating Income 22.0 16.7 29.4 28.3 Net Income $21.9 $14.9 $26.4 $25.4 Diluted Earnings Per Share $0.37 $0.25 $0.45 $0.42 Diluted Shares 60.8 62.5 60.3 62.1 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 12 Balance Sheet and Cash Flow Highlights $ millions Q1 24 Q2 24 Cash & Short-Term Investments 297 305 Accounts Receivable 107 92 Inventories 243 245 Accounts Payable 54 47 Cash Flow from Operations 9 8 Capital Expenditures 6 3

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 13 2024 Guidance A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP Revenue $170M - $190M $170M - $190M Gross Margin 42% - 43% 43% - 44% Operating Expenses $57M - $59M $48M - $50M Net Income $13M - $19M $24M - $31M Diluted Earnings Per Share $0.21 - $0.31 $0.39 - $0.49 Q3 2024 Updated FY 2024 Outlook • Revenue to $690 - $730 million from $680 - $740 million • Non-GAAP EPS to $1.65-$1.85 from $1.60-$1.90

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 16 Historical Revenue by End-Market $M 2021 2022 2023 2024 Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Semiconductor 51.6 53.7 76.3 65.4 247.1 77.6 97.5 100.4 93.8 369.4 93.1 106.3 98.2 115.2 412.7 120.4 109.9 Compound Semi 24.8 24.2 23.3 34.7 107.0 37.1 31.1 28.1 24.9 121.2 21.2 24.1 25.7 16.3 87.3 21.0 18.2 Data Storage 41.0 52.0 39.3 36.5 168.8 21.6 21.5 27.7 16.7 87.5 21.5 13.9 34.0 19.1 88.5 18.0 34.0 Scientific & Other 16.4 16.4 11.4 16.3 60.5 20.1 13.8 15.7 18.4 68.0 17.7 17.4 19.6 23.4 78.0 15.1 13.8 Total 133.7 146.3 150.2 153.0 583.3 156.4 164.0 171.9 153.8 646.1 153.5 161.6 177.4 173.9 666.4 174.5 175.9 Amounts may not calculate precisely due to rounding.

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 17 Convertible Notes – Outstanding * Conversion price for 2027 Convertible Notes includes the effect of the Capped Call transaction **Weighted average Convertible Notes Principal Amount Carrying Value Coupon Annual Cash Interest Annual Non-Cash Interest Initial Conversion Price Convertible Notes Due Jan 2025 $27M $26M 3.5% $0.9M $0.1M $24.00 Convertible Notes Due June 2027 25M 25M 3.75% 0.9M 0.1M 18.46* Convertible Notes Due June 2029 230M 224M 2.875% 6.6M 1.1M 29.22 Total Convertible Notes $282M $275M 3.0%** $8.4M $1.3M $27.77** As of June 30, 2024 Amounts may not calculate precisely due to rounding.

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 18 Effect of Convertible Notes on Diluted EPS (Effective Q2 2024) Based upon current 2025 and 2027 Convertible Notes outstanding. The above calculations are intended to be estimates only, and reflect the use of the if-converted method for diluted EPS purposes. The EPS thresholds mentioned above represent various ranges at which some of our Convertible Notes may become dilutive. No shares are added for dilution purposes if the addition of such shares (and reduced interest expense) would be anti-dilutive. * The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transactions issued concurrently with our 2027 Convertible Notes, and assumes an average per share stock price above $18.46. ** The Company is required to settle the principal amount of the 2029 Convertible Notes in cash, and has the option to settle the excess above principal in any combination of cash or shares. As such, only “in-the-money” shares above the implied conversion price of $29.22 are added to the diluted share count, and there is no interest expense add-back to the numerator for purposes of calculating diluted EPS. 2025 and 2027 Convertible Notes Quarterly GAAP Non-GAAP* EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) ≥ $0.14 < $0.23 $257 1,788 ≥ $0.17 < $0.21 $234 1,354 ≥ $0.23 $513 2,893 ≥ $0.21 $466 2,458 Annual GAAP Non-GAAP* EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) ≥ $0.57 < $0.93 $1,028 1,788 ≥ $0.69 < $0.84 $938 1,354 ≥ $0.93 $2,054 2,893 ≥ $0.84 $1,865 2,458 2029 Convertible Notes (GAAP and Non-GAAP)** Average Stock Price per Common Share Incremental Dilutive Shares (in thousands) $29.00 - $30.00 205 $31.00 452 $32.00 684 $33.00 902 $34.00 1,106 $35.00 1,300 $36.00 1,482 $37.00 1,655 $38.00 1,818 $39.00 1,974 $40.00 2,121 $41.00 2,261 $42.00 2,395 $43.00 2,522 $44.00 2,644 $45.00 2,760 Amounts may not calculate precisely due to rounding.

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 19 Note on Reconciliation Tables These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, incremental transaction-related compensation, and certain integration costs. These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors' operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating Income, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 20 Supplemental Information—GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. $ millions Q1 24 Q2 24 Net sales $174.5 $175.9 GAAP gross profit 75.4 75.4 GAAP gross margin 43.2% 42.9% Add: Share-based comp 1.7 1.4 Non-GAAP gross profit $77.1 $76.8 Non-GAAP gross margin 44.2% 43.7% In millions Q1 24 Q2 24 GAAP Net income $21.9 $14.9 Add: Share-based comp 8.1 9.2 Add: Amortization 1.9 1.8 Add: Sale of productive assets (2.1) - Add: Changes in contingent consideration (0.6) 0.5 Add: Interest expense (income) (0.7) (0.3) Add: Tax expense 0.9 2.1 Non-GAAP operating income $29.4 $28.3 $ millions, except per share amounts Q1 24 Q2 24 GAAP Basic weighted average shares 56.0 56.3 GAAP Diluted weighted average shares 60.8 62.5 GAAP Basic EPS $0.39 $0.27 GAAP Diluted EPS $0.37 $0.25 GAAP Net income $21.9 $14.9 Add: Share-based comp 8.1 9.2 Add: Amortization 1.9 1.8 Add: Sale of productive assets (2.1) - Add: Changes in contingent consideration (0.6) 0.5 Add: Non-cash interest expense 0.3 0.3 Add: Tax adjustment from GAAP to Non-GAAP (3.0) (1.4) Non-GAAP net income 26.4 25.4 Non-GAAP basic EPS $0.47 $0.45 Non-GAAP diluted EPS $0.45 $0.42 Non-GAAP basic weighted average shares 56.0 56.3 Non-GAAP diluted weighted average shares 60.3 62.1 In millions Q1 24 Q2 24 GAAP operating expenses $53.4 $58.7 Share-based compensation (6.4) (7.8) Amortization (1.9) (1.8) Other 2.7 (0.5) Non-GAAP operating expenses $47.8 $48.6

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 21 $ millions Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $175.9 $175.9 Gross Profit 75.4 1.4 — — 76.8 Gross Margin 42.9% 43.7% Operating Expenses $58.7 (7.8) (1.8) (0.5) $48.6 Operating Income $16.7 9.2 1.8 0.5 $28.3 Net Income $14.9 9.2 1.8 (0.6) $25.4 Q2 2024 Actual: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net Income $14.9 $25.4 Add: Interest on Convertible Senior Notes 0.5 0.5 Net income available to common shareholders 15.5 25.9 Basic weighted average common shares 56.3 56.3 Add: Dilutive effect of share-based awards 1.3 1.3 Add: Dilutive effect of 2025 Convertible Senior Notes 1.1 1.1 Add: Dilutive effect of 2027 Convertible Senior Notes 1.8 1.4 Add: Dilutive effect of 2029 Convertible Senior Notes 2.0 2.0 Diluted weighted average common shares 62.5 62.1 Basic income per common share $0.27 $0.45 Diluted income per common share $0.25 $0.42 Other Non-GAAP Adjustments Changes in contingent consideration $0.5 Subtotal 0.5 Non-cash Interest Expense 0.3 Non-GAAP tax adjustment (1.4) Total Other ($0.6)

Q2 2024 Financial Results Conference Call Copyright © 2024 Veeco Instruments Inc. All Rights Reserved. 22 Reconciliation of GAAP to non-GAAP Financial Data Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $170–$190 $170–$190 Gross Profit 72–82 2 — — 74–84 Gross Margin 42%–43% 43%–44% Operating Expenses $57–$59 (8) (2) — $48–$50 Operating Income $15–$23 10 2 — $26–$34 Net Income $13–$19 10 2 (1) $24–$31 Income per Diluted Share $0.21–$0.31 $0.39–$0.49 Q3 2024 Guidance ($ millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net Income $13–$19 $24–$31 Add: Interest on Convertible Senior Notes 0-1 0-0 Net income available to common shareholders 13-20 24-31 Basic weighted average common shares 56 56 Add: Dilutive effect of share-based awards 2-2 2-2 Add: Dilutive effect of 2025 Convertible Senior Notes 0-1 1-1 Add: Dilutive effect of 2027 Convertible Senior Notes 2-2 1-1 Add: Dilutive effect of 2029 Convertible Senior Notes 3-3 3-3 Diluted weighted average common shares 62-63 63 Income per diluted common share $0.21-$0.31 $0.39-$0.49 Reconciliation of GAAP Net Income to non-GAAP Operating Income GAAP Net Income $13–$19 Share-Based Compensation 10 Amortization 2 Interest income, net (1) Income tax expense 2-4 Non-GAAP Operating Income $26–$34 GAAP earnings per diluted share for 2024 is expected between $1.05 and $1.25. Guidance regarding 2024 Non-GAAP earnings per diluted share excludes charges related to estimated share-based compensation expenses of $0.56 per share and amortization expense of $0.11 per share, while including additional estimated income tax expense of $0.07. FY 2024 Reconciliation of GAAP to non-GAAP Financial Data

Document and Entity Information	Aug. 06, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 06, 2024
Entity Registrant Name	VEECO INSTRUMENTS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	0-16244
Entity Tax Identification Number	11-2989601
Entity Address, Address Line One	Terminal Drive
Entity Address, City or Town	Plainview
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11803
City Area Code	516
Local Phone Number	677-0200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	VECO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000103145
Amendment Flag	false