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): May 7, 2020

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 May 7, 2020, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended March 31, 2020. In connection with the release and the related conference call, Veeco posted a presentation relating to its first quarter 2020 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 7, 2020, Veeco held its 2020 Annual Meeting. The matters voted on at the meeting are described in detail in the Company’s proxy statement for the meeting, which was filed with the SEC on March 18, 2020.

As of the record date for the meeting, there were 49,020,310 shares of common stock outstanding, each of which was entitled to one vote with respect to each of the matters voted on at the meeting. Each of the directors up for election was elected and each of the other matters was approved by the required number of votes on each such matter. The terms of each of the following directors continued after the meeting: Richard A. D’Amore, Keith D. Jackson, Mary Jane Raymond, William J. Miller, Ph.D. and Thomas St. Dennis.

The final voting results were:


Matter	For	Withheld	Broker Non-votes
1. Election of Directors
(a)Kathleen A. Bayless	39,978,495	396,313	2,862,007
(b)Gordon Hunter	39,283,606	1,091,202	2,862,007
(c)Peter J. Simone	39,293,073	1,081,735	2,862,007
Matter	For	Against	Abstained	Broker Non-votes
2. Approval of the advisory vote on executive compensation	36,897,538	3,408,456	68,814	2,862,007
3. Ratification of the appointment of KPMG LLP	43,111,064	76,026	49,725	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX


Exhibit		Description

99.1		Press release issued by Veeco dated May 7, 2020

99.2		Veeco Q1 2020 Conference Call Presentation May 7, 2020

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.


May 7, 2020	VEECO INSTRUMENTS INC.

	By:	/s/ Kirk Mackey
	Name: Kirk Mackey
	Title: Vice President, Head of Legal and Secretary

EXHIBIT 99.1

A picture containing drawing

Description generated with very high confidence

VEECO REPORTS FIRST QUARTER 2020 FINANCIAL RESULTS

First Quarter 2020 Highlights:

Revenues of $104.5 million, compared with $99.4 million in the same period last year

GAAP net loss of $0.6 million, or $0.01 loss per diluted share

Non-GAAP net income of $10.9 million, or $0.22 per diluted share

Plainview, N.Y., May 7, 2020 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its first quarter ended March 31, 2020. 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	Q1 '20		Q1 '19
Revenue	$	104.5	$	99.4
Net income (loss)	$	(0.6)	$	(18.5)
Diluted earnings (loss) per share	$	(0.01)	$	(0.40)


Non-GAAP Results	Q1 '20		Q1 '19
Net income (loss)	$	10.9	$	(6.4)
Operating income (loss)	$	12.7	$	(4.8)
Diluted earnings (loss) per share	$	0.22	$	(0.14)

“Our employees around the world have exhibited great professionalism and flexibility as they adapt to working from home or new health and safety measures in our facilities. It is because of their efforts that Veeco has been managing well through the COVID-19 pandemic,” commented William J. Miller, Ph.D., Chief Executive Officer. “Our supply chain, manufacturing and service operations have been successful in maintaining our ability to source materials, ship products and provide support for our customers with only minor disruptions.”

“Our semiconductor technologies enable a variety of important megatrends that are expected to perform well, such as cloud and high-performance computing, AI and 5G RF,” continued Dr. Miller. “In the first quarter, sales were strong in our Data Storage market driven by demand in cloud computing. We improved gross margin and reduced operating expenses, driving solid Non-GAAP EPS. Furthermore, our cash balance, quality of our backlog and the cost reductions we realized over the last several quarters give me confidence in our ability to weather uncertainties we may face.”

Guidance and Outlook

Given the level of uncertainty resulting from the COVID-19 pandemic, Veeco is refraining from providing Q2 guidance.

Conference Call Information

A conference call reviewing these results has been scheduled for today, May 7, 2020 starting at 4:30pm ET. To join the call, dial 1-866-288-0540 (toll free) or 1-646-828-8143 and use passcode 9821676. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco's website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

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

Forward-looking Statements

To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management's Discussion and Analysis sections of Veeco's Annual Report on Form 10-K for the year ended December 31, 2019 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

-financial tables attached-

Veeco Contacts:

Investors: Media:

Anthony Bencivenga (516) 252-1438Kevin Long (516) 714-3978

[email protected] [email protected]

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations

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


	Three months ended March 31,
	2020		2019
Net sales	$	104,502	$	99,371
Cost of sales		58,083		64,655
Gross profit		46,419		34,716
Operating expenses, net:
Research and development		19,195		23,340
Selling, general, and administrative		18,304		19,902
Amortization of intangible assets		3,837		4,218
Restructuring		625		1,430
Other operating expense (income), net		(109)		(34)
Total operating expenses, net		41,852		48,856
Operating income (loss)		4,567		(14,140)
Interest expense, net		(4,866)		(4,200)
Income (loss) before income taxes		(299)		(18,340)
Income tax expense (benefit)		268		190
Net income (loss)	$	(567)	$	(18,530)

Income (loss) per common share:
Basic	$	(0.01)	$	(0.40)
Diluted	$	(0.01)	$	(0.40)

Weighted average number of shares:
Basic		47,811		46,848
Diluted		47,811		46,848

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)


	March 31,		December 31,
	2020		2019
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	162,325	$	129,294
Restricted cash		652		657
Short-term investments		79,429		115,252
Accounts receivable, net		84,251		45,666
Contract assets		14,612		25,351
Inventories		129,611		133,067
Deferred cost of sales		1,981		445
Prepaid expenses and other current assets		16,446		14,966
Assets held for sale		11,183		11,180
Total current assets		500,490		475,878
Property, plant and equipment, net		72,291		75,711
Operating lease right-of-use assets		13,159		14,453
Intangible assets, net		57,680		61,518
Goodwill		181,943		181,943
Deferred income taxes		1,549		1,549
Other assets		5,774		7,036
Total assets	$	832,886	$	818,088

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	36,359	$	21,281
Accrued expenses and other current liabilities		41,568		41,243
Customer deposits and deferred revenue		49,628		54,870
Income taxes payable		954		830
Total current liabilities		128,509		118,224
Deferred income taxes		5,763		5,648
Long-term debt		303,388		300,068
Operating lease long-term liabilities		9,294		10,300
Other liabilities		8,868		9,336
Total liabilities		455,822		443,576

Total stockholders’ equity		377,064		374,512
Total liabilities and stockholders’ equity	$	832,886	$	818,088

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

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


				Non-GAAP Adjustments
				Share-Based
Three months ended March 31, 2020	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	104,502						$	104,502
Gross profit		46,419		521		21			46,961
Gross margin		44.4	%						44.9	%
Operating expenses		41,852		(3,125)	(3,837)	(667)			34,223
Operating income (loss)		4,567		3,646	3,837	688	^		12,738
Net income (loss)		(567)		3,646	3,837	3,935	^		10,851

Income (loss) per common share:
Basic	$	(0.01)						$	0.23
Diluted		(0.01)							0.22
Weighted average number of shares:
Basic		47,811							47,811
Diluted		47,811							48,437

^- See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)


Three months ended March 31, 2020
Restructuring		625
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		63
Subtotal		688
Non-cash interest expense		3,320
Non-GAAP tax adjustment *		(73)
Total Other		3,935

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

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

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

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

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


				Non-GAAP Adjustments
				Share-based
Three months ended March 31, 2019		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	99,371						$	99,371
Gross profit		34,716		470		47			35,233
Gross margin		34.9	%						35.5	%
Operating expenses		48,856		(2,687)	(4,218)	(1,967)			39,984
Operating income (loss)		(14,140)		3,157	4,218	2,014	^		(4,751)
Net income (loss)		(18,530)		3,157	4,218	4,787	^		(6,368)

Income (loss) per common share:
Basic	$	(0.40)						$	(0.14)
Diluted		(0.40)							(0.14)
Weighted average number of shares:
Basic		46,848							46,848
Diluted		46,848							46,848

^- See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)


Three months ended March 31, 2019
Restructuring		1,430
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		142
Accelerated depreciation		397
Other		45
Subtotal		2,014
Non-cash interest expense		3,081
Non-GAAP tax adjustment *		(308)
Total Other		4,787

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

Veeco Instruments Inc. and Subsidiaries

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

(in thousands)
(unaudited)


	Three months ended		Three months ended
	March 31, 2020		March 31, 2019
GAAP Net income (loss)	$	(567)	$	(18,530)
Share-based compensation		3,646		3,157
Amortization		3,837		4,218
Restructuring		625		1,430
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		63		142
Accelerated depreciation		—		397
Interest (income) expense, net		4,866		4,200
Other		—		45
Income tax expense (benefit)		268		190
Non-GAAP Operating income (loss)	$	12,738	$	(4,751)

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

Exhibit 99.2

Veeco (Nasdaq: VECO) May 7, 2020 Q1 2020 Financial Results Conference Call

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Safe Harbor 2 To the extent that this presentation discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made, including as a result of the COVID-19 pandemic. These items are discussed in the Business Description, Management's Discussion and Analysis and Risk Factors sections of Veeco's Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

CEO Overview William J. Miller, Ph.D.

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 4 COVID-19 Priorities Health & Safety ▪ Robust communication protocols in place to monitor situation ▪ Employee temperature screening ▪ Veeco COVID-19 Pledge o Social distancing o Personal Protective Equipment o Working from home where possible ▪ Travel restrictions ▪ Factory shift separation ▪ Additional disinfecting Business Resiliency ▪ “Essential Status” – all facilities are operational ▪ Maintaining customer service levels and providing remote support where possible ▪ Proactively identifying supply gaps and alternate sourcing where required ▪ Virtual factory acceptances ▪ Maintaining flexibility ▪ Monitoring government actions Well Positioned ▪ Sufficient liquidity ▪ Recent expense reductions ▪ Healthy Backlog ▪ Veeco team is experienced managing through cycles We are confident we will successfully manage through COVID-19

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 • Top Line driven by strength in Data Storage • 3rd consecutive quarter of Non-GAAP profitability driven by strong gross margin and improved OpEx • $242M in cash and short term investments •“Essential” status allowed for only minimal disruption during shelter-in-place orders • Safety & business continuity measures in place in service, supply chain and manufacturing operations Maintained profitable operations despite COVID-19 disruptions 5 Q1 2020 Highlights Revenue Non-GAAP Operating Income Non-GAAP EPS $105M $13M 22¢ A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Veeco applies unique know-how to solve unmet needs with the right technology for commercial scaling 6 Markets and Technologies High Performance Computing • Laser Annealing • Ion Beam AI / High Performance Computing • AP Lithography Photonics / 5G • MOCVD • Wet Etch & Clean Cloud / Data Storage • Ion Beam Megatrend Technology * Compound Semiconductor includes LED, Lighting & Display RF – Radio Frequency AI – Artificial Intelligence 5G – Fifth Generation Wireless MOCVD – Metal Organic Chemical Vapor Deposition AP – Advanced Packaging

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Phase 1: Returning to Profitability • Shift MOCVD market focus from commodity LED to higher value Compound Semiconductor • Execute general infrastructure reductions • Rationalize product line investments Phase 1: executed 7 Transformation - Update Phase 2: Driving Growth • Front-End Semi with Laser Annealing • Advanced Packaging with Lithography • Data Storage with Ion Beam • Front-End Semiconductor • Compound Semiconductor Grow in current markets Penetrate with new applications Phase 2: early stages LED – Light Emitting Diode

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Focus product lines Extend core technologies Strengthen leverage & profitability Resilient essential business • Optimize R&D spending • Strengthen foundational businesses • Employees • Service • Supply Chain • Manufacturing • Front End Semi • Photonics & RF (5G) • Reduce operating expenses • Deliver strong gross margin Near term emphasis on business resiliency while we continue advancing our strategy 8 Strategy is Still Intact 2020 Priorities

CFO Financial Review John P. Kiernan

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 10 Q1 2020 Revenue by Market & Region 30% 15% 8% 47% Revenue by Market Revenue by Region Scientific & Industrial Front-End Semiconductor LED Lighting, Display & Compound Semiconductor Advanced Packaging, MEMS & RF Filters 37% 38% 10% 15% EMEA China United States ROW $105M

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Operating Results 11 $ millions (except per share amounts) GAAP Non-GAAP Q4 19 Q1 20 Q4 19 Q1 20 Revenue $113.2 $104.5 $113.2 $104.5 Gross Profit 45.0 46.4 45.5 47.0 Gross Margin 39.7% 44.4% 40.2% 44.9% Operating Expenses 51.8 41.9 38.0 34.2 Operating Income / (Loss) (6.9) 4.6 7.4 12.7 Net Income / (Loss) (32.9) (0.6) 5.4 10.9 Diluted Earnings/(Loss) Per Share $(0.69) $(0.01) $0.11 $0.22 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.

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Balance Sheet and Cash Flow Highlights 12 $ millions Q4 19 Q1 20 Cash & Short-Term Investments 245 242 Accounts Receivable 46 84 Inventories 133 130 Accounts Payable 21 36 Long-Term Debt 300 303 Cash Flow from Operations 16 (2) DSO (days) 36 73 DOI 177 204 DPO 28 57 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.

Outlook

Q&A

Reconciliation Tables

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Note on Reconciliation Tables 16 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.

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 17 Supplemental Information—GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. US$ millions Q4 19 Q1 20 Net Sales $113.2 $104.5 GAAP Gross Profit 45.0 46.4 GAAP Gross Margin 39.7% 44.4% Add: Share-Based Comp 0.5 0.5 Non-GAAP Gross Profit $45.5 $47.0 Non-GAAP Gross Margin 40.2% 44.9% US$ millions Q4 19 Q1 20 GAAP Net Income (Loss) $(32.9) $(0.6) Add: Share-Based Comp 3.7 3.6 Add: Amortization 4.3 3.8 Add: Restructuring 2.1 0.6 Add: Asset Impairment 4.0 - Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 Add: Interest Expense 4.7 4.9 Add: Impairment of equity investment 21.0 - Add: Tax expense (benefit) 0.4 0.3 Non-GAAP Operating Income (Loss) $7.4 $12.7 US$ millions, except per share amounts Q4 19 Q1 20 GAAP Basic EPS (0.69) (0.01) GAAP Diluted EPS (0.69) (0.01) GAAP Net Income (Loss) (32.9) (0.6) Add: Share-Based Comp 3.7 3.6 Add: Amortization 4.3 3.8 Add: Restructuring 2.1 0.6 Add: Asset Impairment 4.0 - Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 Add: Non-Cash Interest Expense 3.3 3.3 Add: Impairment of equity investment 21.0 - Add: Tax Adjustment from GAAP to Non-GAAP (0.2) (0.1) Non-GAAP Net Income (Loss) 5.4 10.9 Non-GAAP Basic EPS 0.11 0.23 Non-GAAP Diluted EPS 0.11 0.22

Q1 2020 Financial Results Conference Call | All Rights Reserved. ©2020 18 Q1 2020 Actual: GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $104.5 $104.5 Gross Profit 46.4 0.5 47.0 Gross Margin 44.4% 44.9% Operating Expenses 41.9 (3.1) (3.8) (0.7) 34.2 Operating Income (Loss) 4.6 3.6 3.8 0.7 12.7 Net Income (Loss) $(0.6) 3.6 3.8 3.9 $10.9 Income (Loss) Per Common Share: Basic $(0.01) $0.23 Diluted (0.01) 0.22 Weighted Average Number of Shares: Basic 47.8 47.8 Diluted 47.8 48.4 Other Non-GAAP Adjustments Restructuring 0.6 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.1 Subtotal 0.7 Non-Cash Interest Expense 3.3 Non-GAAP Tax Adjustment (0.1) Total Other 3.9 Amounts may not calculate precisely due to rounding.

Thank You