0000103145false00001031452022-08-082022-08-08

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 8, 2022

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 8, 2022, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended June 30, 2022. In connection with the release and the related conference call, Veeco posted a presentation relating to its second quarter 2022 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 8, 2022

99.2

Veeco Q2 2022 Conference Call Presentation August 8, 2022

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 8, 2022

VEECO INSTRUMENTS INC.

By:

/s/ Kirk Mackey

Name: Kirk Mackey

Title: Vice President, General Counsel

2

EXHIBIT 99.1

VEECO REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS

Second Quarter 2022 Highlights:

Revenues of $164.0 million, compared with $146.3 million in the same period last year
GAAP net income of $9.7 million, or $0.18 per diluted share, compared with $6.3 million, or $0.12 per diluted share in the same period last year
Non-GAAP net income of $20.0 million, or $0.35 per diluted share, compared with $17.9 million, or $0.35 per diluted share in the same period last year

Plainview, N.Y., August 8, 2022 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its second quarter ended June 30, 2022. 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 '22

Q2 '21

Revenue

$

164.0

$

146.3

Net income

$

9.7

$

6.3

Diluted earnings per share

$

0.18

$

0.12

Non-GAAP Results

 

Q2 '22

Q2 '21

Operating income

$

23.0

$

21.3

Net income

$

20.0

$

17.9

Diluted earnings per share

$

0.35

$

0.35

“We had another record revenue quarter in our semiconductor business with significant contributions coming from our laser annealing and advanced packaging lithography systems,” commented Bill Miller, Veeco’s Chief Executive Officer. “Demand is stemming predominantly from advanced and trailing node logic applications where Veeco’s semiconductor exposure is greatest. Our new San Jose facility is on track to be completed by the end of the third quarter, and the increased manufacturing footprint is enabling our semiconductor growth.”

“We’re experiencing success with the investments we’ve made in our evaluation program as demonstrated by the continued adoption of our technologies by leading customers. Looking ahead, the Veeco United team remains committed to achieving our full year 2022 targets.”

1


Guidance and Outlook

The following guidance is provided for Veeco’s third quarter 2022:

Revenue is expected in the range of $160 million to $180 million
GAAP diluted earnings per share are expected in the range of $0.14 to $0.30
Non-GAAP diluted earnings per share are expected in the range of $0.32 to $0.48

Conference Call Information

A conference call reviewing these results has been scheduled for today, August 8, 2022 starting at 5:00pm ET. To join the call, dial 1-888-220-8474 (toll free) or 1-646-828-8193 and use passcode 6606156. 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

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, the impact of the COVID-19 pandemic, 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; the effects of regional or global health epidemics, including the effects of the COVID-19 pandemic on the Company’s operations and on those of our customers and suppliers;  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; 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 Bencivenga (516) 252-1438abencivenga@veeco.com

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

2


Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations

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

Three months ended June 30,

Six months ended June 30,

 

    

2022

    

2021

    

2022

    

2021

 

Net sales

 

$

163,999

 

$

146,344

 

$

320,425

 

$

280,059

Cost of sales

 

99,732

 

86,178

 

190,146

 

164,978

Gross profit

 

64,267

 

60,166

 

130,279

 

115,081

Operating expenses, net:

Research and development

 

26,016

 

22,553

 

50,133

 

44,398

Selling, general, and administrative

 

22,950

 

21,466

 

45,844

 

41,722

Amortization of intangible assets

 

2,505

 

2,976

 

5,009

 

6,330

Other operating expense (income), net

 

(27)

 

(81)

 

(47)

 

(36)

Total operating expenses, net

 

51,444

 

46,914

 

100,939

 

92,414

Operating income

 

12,823

 

13,252

 

29,340

 

22,667

Interest expense, net

 

(2,635)

 

(6,585)

 

(5,438)

 

(13,208)

Income before income taxes

 

10,188

 

6,667

 

23,902

 

9,459

Income tax expense (benefit)

 

533

 

319

 

917

 

617

Net income

 

$

9,655

 

$

6,348

 

$

22,985

 

$

8,842

Income per common share:

Basic

 

$

0.19

 

$

0.13

 

$

0.46

 

$

0.18

Diluted

 

$

0.18

 

$

0.12

 

$

0.43

 

$

0.17

Weighted average number of shares:

Basic

 

49,697

 

48,743

 

49,702

 

48,758

Diluted

 

59,455

 

53,942

 

59,521

 

53,539

3


Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

June 30,

December 31,

    

2022

    

2021

(unaudited)

Assets

Current assets:

Cash and cash equivalents

$

116,916

$

119,747

Restricted cash

 

727

 

725

Short-term investments

 

113,159

 

104,181

Accounts receivable, net

 

126,881

 

109,609

Contract assets

 

17,367

 

18,293

Inventories

 

176,491

 

170,858

Prepaid expenses and other current assets

 

17,743

 

25,974

Total current assets

 

569,284

 

549,387

Property, plant and equipment, net

 

105,031

 

99,743

Operating lease right-of-use assets

26,405

 

28,813

Intangible assets, net

 

28,896

 

33,905

Goodwill

 

181,943

 

181,943

Deferred income taxes

 

1,639

 

1,639

Other assets

 

3,454

 

3,546

Total assets

$

916,652

$

898,976

Liabilities and stockholders’ equity

Current liabilities:

Accounts payable

$

47,074

$

44,456

Accrued expenses and other current liabilities

 

56,918

 

79,752

Customer deposits and deferred revenue

 

74,560

 

63,136

Income taxes payable

 

1,598

 

1,860

Current portion of long-term debt

20,120

Total current liabilities

 

200,270

 

189,204

Deferred income taxes

 

4,774

 

4,792

Long-term debt

 

254,055

 

229,438

Long-term operating lease liabilities

31,772

 

32,834

Other liabilities

 

5,044

 

5,080

Total liabilities

 

495,915

 

461,348

Total stockholders’ equity

 

420,737

 

437,628

Total liabilities and stockholders’ equity

$

916,652

$

898,976

Note on Reconciliation Tables

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

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

4


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

(in thousands)
(unaudited)

Non-GAAP Adjustments

 

Share-Based

 

Three months ended June 30, 2022

    

GAAP

    

Compensation

    

Amortization

    

Other

    

Non-GAAP

 

Net sales

$

163,999

$

163,999

 

Gross profit

 

64,267

 

1,251

 

654

 

66,172

Gross margin

 

39.2

%

 

40.3

%

Operating expenses

 

51,444

 

(5,027)

(2,505)

(719)

43,193

Operating income

 

12,823

 

6,278

2,505

 

1,373

^

22,979

Net income

 

9,655

 

6,278

 

2,505

 

1,537

^

19,975


^

- See table below for additional details.

Other Non-GAAP Adjustments (Q2 2022)

(in thousands)
(unaudited)

Three months ended June 30, 2022

    

Transition expenses related to San Jose expansion project

$

1,313

Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting

60

Subtotal

1,373

Non-cash interest expense

 

239

Non-GAAP tax adjustment *

 

(75)

Total Other

$

1,537


*

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

Net Income per Common Share (Q2 2022)

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

Three months ended June 30, 2022

GAAP

Non-GAAP

Numerator:

Net income

    

$

9,655

    

$

19,975

Interest expense associated with convertible notes

 

1,273

 

 

2,467

Net income available to common shareholders

$

10,928

$

22,442

Denominator:

Basic weighted average shares outstanding

49,697

49,697

Effect of potentially dilutive share-based awards

816

816

Dilutive effect of 2023 Convertible Senior Notes

504

Dilutive effect of 2025 Convertible Senior Notes

 

5,521

Dilutive effect of 2027 Convertible Senior Notes (1)

 

8,942

 

 

6,771

Diluted weighted average shares outstanding

59,455

63,309

Net income per common share:

Basic

$

0.19

$

0.40

Diluted

$

0.18

$

0.35


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

5


Reconciliation of GAAP to Non-GAAP Financial Data (Q2 2021)

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

Non-GAAP Adjustments

 

Share-based

Three months ended June 30, 2021

    

GAAP

    

Compensation

    

Amortization

    

Other

    

Non-GAAP

Net sales

$

146,344

$

146,344

Gross profit

 

60,166

 

650

 

31

 

60,847

Gross margin

 

41.1

%  

41.6

%

Operating expenses

 

46,914

 

(3,717)

(2,976)

(671)

39,550

Operating income

 

13,252

 

4,367

2,976

 

702

^

21,297

Net income

 

6,348

 

4,367

 

2,976

 

4,214

^

17,905

Income per common share:

Basic

$

0.13

$

0.37

Diluted

 

0.12

0.35

Weighted average number of shares:

Basic

 

48,743

48,743

Diluted (1)

 

53,942

51,772


^

- See table below for additional details.

(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, no incremental shares are added to the dilutive share count in periods in which the average stock price per share is below $18.46. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, incremental shares are added to the dilutive share count in periods in which the average stock price per share is above $13.98, and the Company is in a net income position. The average stock price for the three months ended June 30, 2021 was $22.94, and therefore 1.3 million shares were included in the non-GAAP diluted share count, and 3.5 million shares were included in the GAAP diluted share count related to the 2027 Notes.

Other Non-GAAP Adjustments (Q2 2021)

(in thousands)
(unaudited)

Three months ended June 30, 2021

Transition expenses related to San Jose expansion project

$

609

Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting

93

Subtotal

702

Non-cash interest expense

 

3,586

Non-GAAP tax adjustment *

 

(74)

Total Other

$

4,214


*

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

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q2 2022 and 2021)

(in thousands)
(unaudited)

    

Three months ended

    

Three months ended

June 30, 2022

June 30, 2021

GAAP Net income

$

9,655

$

6,348

Share-based compensation

 

6,278

 

4,367

Amortization

 

2,505

 

2,976

Transition expenses related to San Jose expansion project

 

1,313

 

609

Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting

 

60

 

93

Interest (income) expense, net

 

2,635

 

6,585

Income tax expense (benefit)

 

533

 

319

Non-GAAP Operating income

$

22,979

$

21,297

6


Reconciliation of GAAP to Non-GAAP Financial Data (Q3 2022)

(in millions, except per share amounts)

(unaudited)

Non-GAAP Adjustments

 

Guidance for the three months ending

Share-based

 

September 30, 2022

GAAP

Compensation

Amortization

   Other    

Non-GAAP

 

Net sales

    

$

160

    

-

    

$

180

    

    

    

    

$

160

    

-

    

$

180

Gross profit

 

64

 

-

 

75

 

1

 

 

1

 

66

 

-

 

77

Gross margin

 

40%

-

 

42%

 

 

 

41%

-

 

43%

Operating expenses

53

 

-

 

55

(5)

(3)

(1)

45

 

-

 

47

Operating income

11

-

20

6

3

1

21

-

30

Net income

$

7

 

-

$

17

 

6

 

3

2

$

18

 

-

$

28

Income per diluted common share

$

0.14

 

-

$

0.30

 

  

 

  

 

  

$

0.32

 

-

$

0.48

Income per Diluted Common Share (Q3 2022)

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

Guidance for the three months ending September 30, 2022

GAAP

Non-GAAP

Numerator:

Net income

    

$

7

    

-

    

$

17

    

$

18

    

-

    

$

28

Interest expense associated with convertible notes

 

1

 

 

3

 

 

2

 

 

2

Net income available to common shareholders

$

8

-

$

20

$

20

-

$

30

Denominator:

Basic weighted average shares outstanding

50

50

50

50

Effect of potentially dilutive share-based awards

1

 

1

1

 

1

Dilutive effect of 2023 Convertible Senior Notes

Dilutive effect of 2025 Convertible Senior Notes

 

6

 

6

 

6

Dilutive effect of 2027 Convertible Senior Notes (1)

 

9

 

9

 

 

7

 

7

Diluted weighted average shares outstanding

60

66

64

64

Net income per common share:

Income per diluted common share

$

0.14

-

$

0.30

$

0.32

-

$

0.48


(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 Net Income to Non-GAAP Operating Income (Q3 2022)

(in millions)
(unaudited)

Guidance for the three months ending September 30, 2022

    

    

    

GAAP Net income

$

7

 

-

$

17

Share-based compensation

 

6

 

-

 

6

Amortization

 

3

 

-

 

3

Interest expense, net

 

3

 

-

 

3

Other

 

2

 

-

1

Non-GAAP Operating income

$

21

 

-

$

30

Note: Amounts may not calculate precisely due to rounding.

7


Exhibit 99.2

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 1 Veeco (Nasdaq: VECO) August 8, 2022 Q2 2022 Financial Results Conference Call

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 2 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, the impact of the COVID - 19 pandemic, 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 ; the effects of regional or global health epidemics, including the effects of the COVID - 19 pandemic on the Company’s operations and on those of our customers and suppliers ; 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 ; 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 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 3 CEO Overview and Market Update Bill Miller

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 4 4 Q2 2022 Highlights $164M $23M 35¢ Revenue Non - GAAP Operating Income Diluted Non - GAAP EPS • Another record quarter of semiconductor revenue • Demand for our products continues to outpace supply – backlog growth • Published 2021 sustainability report • Supply chain challenges persist Solid quarterly results despite persistent supply chain challenges A reconciliation of GAAP to Non - GAAP financial measures can be found in the backup section of this presentation.

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 5 5 Mobility and Immersive User Experience Connecting people on the move with technologies such as 5G, sensors, advanced displays The Cloud High speed communication and storage of enormous amounts of data Differentiated Technologies Aligned with Megatrends Compound Semiconductor Semiconductor Growth Markets Core Technologies Megatrends Laser Annealing AP Lithography Ion Beam Wet Processing MOCVD Transformation of the Automotive Industry Electrification and autonomous advancements High Performance Computing/AI Faster and more efficient computing to enable large scale data center applications and artificial intelligence Data Storage Ion Beam Deposition Ion Beam Etch AI – Artificial Intelligence 5G – Fifth generation wireless technology AP – Advanced Packaging MOCVD – Metal Organic Chemical Vapor Deposition

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 6 6 2022 Priorities – Executing Our Growth Plan Protect ▪ Capacity Expansion ▪ New technology evaluations ▪ Service capability ▪ Safety ▪ Culture ▪ 10% - 17% revenue growth ▪ Supply chain ▪ Quality ▪ Delivery ▪ Evaluations Growth & Profitability A transformed company on an accelerated growth trajectory Execute Innovate & Invest Strategy Execution

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 7 CFO Financial Review John Kiernan

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 8 8 Q2 2022 Revenue by Market & Region 60% 19% 13% 8% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 30% 35% 17% 17% EMEA China United States Rest of APAC $164M Revenue Trend ($M) Q2 21 Q1 22 Q2 22 Semiconductor 54 78 98 Compound Semi 24 37 31 Data Storage 52 22 22 Scientific & Other 16 20 14 Total 146 156 164 Amounts may not calculate precisely due to rounding. ROW is 1%

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 9 9 Q2 Operating Results In millions (except per share amounts) GAAP Non - GAAP Q1 22 Q2 22 Q1 22 Q2 22 Revenue $156.4 $164.0 $156.4 $164.0 Gross Profit 66.0 64.3 67.5 66.2 Gross Margin 42.2% 39.2% 43.1% 40.3% Operating Expenses 49.5 51.4 42.8 43.2 Operating Income 16.5 12.8 24.7 23.0 Net Income 13.3 9.7 21.7 20.0 Diluted Earnings Per Share $0.24 $0.18 $0.38 $0.35 Diluted Shares 65.3 59.5 63.6 63.3 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 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 10 10 Balance Sheet and Cash Flow Highlights $ millions Q1 22 Q2 22 Cash & Short - Term Investments 232 231 Accounts Receivable 99 127 Inventories 179 176 Accounts Payable 56 47 Long - Term Debt Including Current Portion 274 274 Cash Flow from Operations 25 3 DSO (days) 57 70 DIO 174 160 DPO 57 43 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 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 11 11 Q3 2022 Guidance GAAP Non - GAAP Revenue $160M - $180M $160M - $180M Gross Margin 40% - 42% 41% - 43% Operating Expenses $53M - $55M $45M - $47M Net Income $7M - $17M $18M - $28M Diluted Earnings Per Share $0.14 – $0.30 $0.32 - $0.48 A reconciliation of GAAP to Non - GAAP financial measures can be found in the backup section of this presentation.

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 12 Thank You Q&A

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 13 Backup and Financial Tables

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 14 14 Historical Revenue by End - Market $M 2019 2020 2021 2022 Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Semiconductor 44.6 37.8 41.8 51.3 175.6 37.4 37.5 33.6 57.4 165.9 51.6 53.7 76.3 65.4 247.1 77.6 97.5 Compound Semi 15.0 16.4 26.3 28.1 85.9 18.4 17.8 26.6 45.2 107.9 24.8 24.2 23.3 34.7 107.0 37.1 31.1 Data Storage 19.6 22.7 24.1 17.6 84.1 38.9 28.3 36.9 19.2 123.3 41.0 52.0 39.3 36.5 168.8 21.6 21.5 Scientific & Other 20.2 20.8 16.6 16.2 73.8 9.8 15.1 15.0 17.1 57.0 16.4 16.4 11.4 16.3 60.5 20.1 13.8 Total 99.4 97.8 109.0 113.2 419.3 104.5 98.6 112.1 138.9 454.2 133.7 146.3 150.2 153.0 583.3 156.4 164.0 Amounts may not calculate precisely due to rounding.

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 15 15 Convertible Notes as of June 30, 2022 (1) Conversion price for 2027 Convertible Notes includes the effect of the Capped Call transaction (2) Weighted average (3) Reflects the adoption of ASU 2020 - 06, effective January 1, 2022 Amounts may not calculate precisely due to rounding. Convertible Debt Principal Amount Carrying Value Coupon Annual Cash Interest Annual Non - Cash Interest 3 Initial Conversion Price Convertible Notes Due Jan 2023 $20M $20M 2.7% $0.5M $0.1M $40.03 Convertible Notes Due Jan 2025 $133M $131M 3.5% $4.7M $0.5M $24.00 Convertible Notes Due June 2027 $125M $123M 3.75% $4.6M $0.4M $18.46 1 Total Convertible Debt $278M $274M 3.6% 2 $9.8M $1.0M

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 16 16 Effect of New Accounting Standard for Convertible Notes on Diluted EPS (Effective Q1 2022) Based upon current Notes outstanding. The above calculations are intended to be estimates only, and reflect the use of the if - co nverted method for diluted EPS purposes, which the Company is now required to use upon adoption of ASU 2020 - 06, effective Q1 2022. The EPS thresholds mentioned above represent various ranges at which some of our Notes may become di lutive. 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 wit h our 2027 Notes, and assumes an average per share stock price above $18.46. 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 $1,272 8,942 ≥ $0.17 < $0.21 $1,172 6,771 ≥ $0.23 < $0.32 $2,544 14,463 ≥ $0.21 < $0.27 $2,331 12,292 ≥ $0.32 $2,704 14,967 ≥ $0.27 $2,467 12,796 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 < $0.92 $5,096 8,942 ≥ $0.69 < $0.84 $4,688 6,771 ≥ $0.92 < $1.27 $10,190 14,463 ≥ $0.84 < $1.08 $9,325 12,292 ≥ $1.27 $10,832 14,967 ≥ $1.08 $9,870 12,796

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 17 17 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 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 18 18 Supplemental Information — GAAP to Non - GAAP Reconciliation Amounts may not calculate precisely due to rounding. In millions Q1 22 Q2 22 Net sales $156.4 $164.0 GAAP gross profit 66.0 64.3 GAAP gross margin 42.2% 39.2% Add: Share - based comp 0.9 1.3 Add: Other 0.5 0.7 Non - GAAP gross profit $67.5 $66.2 Non - GAAP gross margin 43.1% 40.3% In millions Q1 22 Q2 22 GAAP Net income $13.3 $9.7 Add: Share - b ased comp 4.5 6.3 Add: Amortization 2.5 2.5 Add: Transition expenses related to San Jose expansion project 1.2 1.3 Add: Depreciation of PP&E fair value step - up for purchase accounting 0.1 0.1 Add: Interest expense 2.8 2.6 Add: Tax expense (benefit) 0.4 0.5 Non - GAAP operating income $24.7 $23.0 In millions, except per share amounts Q1 22 Q2 22 GAAP Basic weighted average shares 49.6 49.7 GAAP Diluted weighted average shares 65.3 59.5 GAAP Basic EPS $0.27 $0.19 GAAP Diluted EPS $0.24 $0.18 GAAP Net income $13.3 $9.7 Add: Share - based comp 4.5 6.3 Add: Amortization 2.5 2.5 Add: Transition expenses related to San Jose expansion project 1.2 1.3 Add: Depreciation of PP&E fair value step - up for purchase accounting 0.1 0.1 Add: Non - cash interest expense 0.2 0.2 Add: Tax adjustment from GAAP to Non - GAAP (0.1) (0.1) Non - GAAP net income $21.7 $20.0 Non - GAAP basic EPS $0.44 $0.40 Non - GAAP diluted EPS $0.38 $0.35 Non - GAAP basic weighted average shares 49.6 49.7 Non - GAAP diluted weighted average shares 63.6 63.3

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 19 19 Reconciliation of GAAP to non - GAAP Financial Data Non - GAAP Adjustments GAAP Share - Based Compensation Amortization Other Non - GAAP Net Sales $164.0 $164.0 Gross Profit 64.3 1.3 — 0.7 66.2 Gross Margin 39.2% 40.3% Operating Expenses $51.4 (5.0) (2.5) (0.7) $43.2 Operating Income $12.8 6.3 2.5 1.4 $23.0 Net Income $9.7 6.3 2.5 1.5 $20.0 Q2 2022 Actual: GAAP to Non - GAAP Reconciliation (in millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non - GAAP Net Income $9.7 $20.0 Add: Interest on Convertible Senior Notes 1.3 2.5 Net income available to common shareholders 10.9 22.4 Basic weighted average common shares 49.7 49.7 Add: Dilutive effect of share - based awards 0.8 0.8 Add: Dilutive effect of 2023 Convertible Senior Notes - 0.5 Add: Dilutive effect of 2025 Convertible Senior Notes - 5.5 Add: Dilutive effect of 2027 Convertible Senior Notes 8.9 6.8 Diluted weighted average common shares 59.5 63.3 Basic income per common share $0.19 $0.40 Diluted income per common share $0.18 $0.35 Other Non - GAAP Adjustments Transition expenses related to San Jose expansion project $1.3 Depreciation of PPE fair value step - up associated with the Ultratech purchase accounting 0.1 Subtotal 1.4 Non - cash Interest Expense 0.2 Non - GAAP tax adjustment (0.1) Total Other $1.5

Q2 2022 Financial Results Conference Call Copyright © 2022 Veeco Instruments Inc. All Rights Reserved. 20 20 Reconciliation of GAAP to non - GAAP Financial Data Non - GAAP Adjustments GAAP Share - Based Compensation Amortization Other Non - GAAP Net Sales $160 – $180 $160 – $180 Gross Profit 64 – 75 1 — 1 66 – 77 Gross Margin 40% – 42% 41% – 43% Operating Expenses $53 – $55 (5) (3) (1) $45 – $47 Operating Income $11 – $20 6 3 1 $21 – $30 Net Income $7 – $17 6 3 2 $18 – $28 Income per Diluted Share $0.14 – $0.30 $0.32 – $0.48 Q3 2022 Guidance (in millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non - GAAP Net Income $7 – $17 $18 – $28 Add: Interest on Convertible Senior Notes 1 - 3 2 Net income available to common shareholders 8 - 20 20 - 30 Basic weighted average common shares 50 50 Add: Dilutive effect of share - based awards 1 1 Add: Dilutive effect of 2023 Convertible Senior Notes - - Add: Dilutive effect of 2025 Convertible Senior Notes 0 - 6 6 Add: Dilutive effect of 2027 Convertible Senior Notes 9 7 Diluted weighted average common shares 60 - 66 64 Income per diluted common share $0.14 - $0.30 $0.32 - $0.48 Reconciliation of GAAP Net Income to non - GAAP Operating Income GAAP Net Income $7 – $17 Share - Based Compensation 6 Amortization 3 Interest Expense, Net 3 Other 2 - 1 Non - GAAP Operating Income $21 – $30