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): October 27, 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 October 27, 2020, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended September 30, 2020. In connection with the release and the related conference call, Veeco posted a presentation relating to its third 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX


Exhibit		Description

99.1		Press release issued by Veeco dated October 27, 2020

99.2		Veeco Q3 2020 Conference Call Presentation October 27, 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.


October 27, 2020	VEECO INSTRUMENTS INC.

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

EXHIBIT 99.1

VEECO REPORTS THIRD QUARTER 2020 FINANCIAL RESULTS

Third Quarter 2020 Highlights:

●

Revenues of $112.1 million, compared with $109.0 million in the same period last year

●

GAAP net income of $0.6 million, or $0.01 per diluted share, compared with a loss of $11.8 million, or $0.25 loss per diluted share in the same period last year

●

Non-GAAP net income of $11.0 million, or $0.22 per diluted share, compared with $2.6 million, or $0.05 per diluted share in the same period last year

Plainview, N.Y., Oct 27, 2020 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its third quarter ended September 30, 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	Q3 '20		Q3 '19
Revenue	$	112.1	$	109.0
Net income (loss)	$	0.6	$	(11.8)
Diluted earnings (loss) per share	$	0.01	$	(0.25)


Non-GAAP Results	Q3 '20		Q3 '19
Net income (loss)	$	11.0	$	2.6
Operating income (loss)	$	14.1	$	4.0
Diluted earnings (loss) per share	$	0.22	$	0.05

“I am proud of the Veeco team for achieving another quarter of solid performance. While maintaining all health and safety measures, we continue to operate at normal capacity,” commented William J. Miller, Ph.D., Chief Executive Officer.

“We are pleased with our advancing profitability in the quarter which was driven by our ion beam technologies sold into the Data Storage market. Our non-GAAP operating income improved significantly year-on-year, demonstrating the early effectiveness of our transformation. Given our visibility, we expect continued strength in our overall business and feel confident about our future performance,” continued Dr. Miller. “We began to deliver evaluation systems in support of our longer term growth strategy in the semiconductor and compound semiconductor markets and we expect these initiatives to contribute to our growth in 2022 and beyond.”

Guidance and Outlook

The following guidance is provided for Veeco’s fourth quarter 2020:

●

Revenue is expected in the range of $120 million to $135 million

●

GAAP earnings per share are expected in the range of $0.02 to $0.17

●

Non-GAAP earnings per share are expected in the range of $0.22 to $0.37

Please refer to the tables at the end of this press release for further details.

Conference Call Information

A conference call reviewing these results has been scheduled for today, October 27, 2020 starting at 5:00pm ET. To join the call, dial 1-800-437-2398 (toll free) or 1-929-477-0577 and use passcode 9869378. 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 and the affects 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 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 segments, 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. 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) 252-1438[email protected]

Media:Kevin Long (516) 714-3978[email protected]

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations

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


	Three months ended September 30,				Nine months ended September 30,
	2020		2019		2020		2019
Net sales	$	112,078	$	108,954	$	315,216	$	306,147
Cost of sales		62,936		66,731		177,761		192,924
Gross profit		49,142		42,223		137,455		113,223
Operating expenses, net:
Research and development		19,129		22,639		57,577		68,901
Selling, general, and administrative		19,415		20,962		55,541		60,620
Amortization of intangible assets		3,831		4,312		11,502		12,773
Restructuring		—		1,828		1,097		3,874
Asset impairment		—		—		281		—
Other operating expense (income), net		(218)		(153)		(502)		(232)
Total operating expenses, net		42,157		49,588		125,496		145,936
Operating income (loss)		6,985		(7,365)		11,959		(32,713)
Interest expense, net		(6,194)		(4,330)		(16,673)		(12,742)
Loss on extinguishment of debt		—		—		(3,046)		—
Income (loss) before income taxes		791		(11,695)		(7,760)		(45,455)
Income tax expense (benefit)		211		72		530		407
Net income (loss)	$	580	$	(11,767)	$	(8,290)	$	(45,862)

Income (loss) per common share:
Basic	$	0.01	$	(0.25)	$	(0.17)	$	(0.97)
Diluted	$	0.01	$	(0.25)	$	(0.17)	$	(0.97)

Weighted average number of shares:
Basic		48,341		47,489		48,327		47,361
Diluted		49,174		47,489		48,327		47,361

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)


	September 30,		December 31,
	2020		2019
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	147,588	$	129,294
Restricted cash		664		657
Short-term investments		161,585		115,252
Accounts receivable, net		80,212		45,666
Contract assets		21,342		25,351
Inventories		143,469		133,067
Deferred cost of sales		1,677		445
Prepaid expenses and other current assets		15,948		14,966
Assets held for sale		—		11,180
Total current assets		572,485		475,878
Property, plant and equipment, net		65,811		75,711
Operating lease right-of-use assets		10,522		14,453
Intangible assets, net		50,016		61,518
Goodwill		181,943		181,943
Deferred income taxes		1,555		1,549
Other assets		7,293		7,036
Total assets	$	889,625	$	818,088

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	33,837	$	21,281
Accrued expenses and other current liabilities		40,667		41,243
Customer deposits and deferred revenue		71,539		54,870
Income taxes payable		891		830
Total current liabilities		146,934		118,224
Deferred income taxes		5,984		5,648
Long-term debt		320,818		300,068
Operating lease long-term liabilities		6,793		10,300
Other liabilities		11,003		9,336
Total liabilities		491,532		443,576

Total stockholders’ equity		398,093		374,512
Total liabilities and stockholders’ equity	$	889,625	$	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 September 30, 2020	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	112,078						$	112,078
Gross profit		49,142		389		288			49,819
Gross margin		43.8	%						44.5	%
Operating expenses		42,157		(2,553)	(3,831)	(28)			35,745
Operating income (loss)		6,985		2,942	3,831	316	^		14,074
Net income (loss)		580		2,942	3,831	3,654	^		11,007

Income (loss) per common share:
Basic	$	0.01						$	0.23
Diluted		0.01							0.22
Weighted average number of shares:
Basic		48,341							48,341
Diluted		49,174							49,174

^	- See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)


Three months ended September 30, 2020
Release of inventory fair value step-up associated with the Ultratech purchase accounting		273
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		43
Subtotal		316
Non-cash interest expense		3,504
Non-GAAP tax adjustment *		(166)
Total Other		3,654

*	- 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 September 30, 2019		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	108,954						$	108,954
Gross profit		42,223		383		1,316			43,922
Gross margin		38.8	%						40.3	%
Operating expenses		49,588		(3,400)	(4,312)	(1,920)			39,956
Operating income (loss)		(7,365)		3,783	4,312	3,236	^		3,966
Net income (loss)		(11,767)		3,783	4,312	6,302	^		2,630

Income (loss) per common share:
Basic	$	(0.25)						$	0.06
Diluted		(0.25)							0.05
Weighted average number of shares:
Basic		47,489							47,495
Diluted		47,489							47,898

^	- See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)


Three months ended September 30, 2019
Restructuring		1,828
Release of inventory fair value step-up associated with the Ultratech purchase accounting		1,270
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		138
Subtotal		3,236
Non-cash interest expense		3,199
Non-GAAP tax adjustment *		(133)
Total Other		6,302

*	- 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
	September 30, 2020		September 30, 2019
GAAP Net income (loss)	$	580	$	(11,767)
Share-based compensation		2,942		3,783
Amortization		3,831		4,312
Restructuring		—		1,828
Release of inventory fair value step-up associated with the Ultratech purchase accounting		273		1,270
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		43		138
Interest (income) expense, net		6,194		4,330
Income tax expense (benefit)		211		72
Non-GAAP Operating income (loss)	$	14,074	$	3,966

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.

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

(in millions, except per share amounts)

(unaudited)


						Non-GAAP Adjustments
Guidance for the three months ending						Share-based
December 31, 2020	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	120	-	$	135				$	120	-	$	135
Gross profit		50	-		60	—	—	—		50	-		60
Gross margin		42%	-		44%					42%	-		44%
Operating expenses		43	-		45	(3)	(4)	—		36	-		38
Operating income (loss)		7	-		15	3	4	—		14	-		22
Net income (loss)	$	1	-	$	9	3	4	3	$	11	-	$	19

Income (loss) per diluted common share	$	0.02	-	$	0.17				$	0.22	-	$	0.37
Weighted average number of shares		50			50					50			50

Veeco Instruments Inc. and Subsidiaries

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

(in millions)
(unaudited)


Guidance for the three months ending December 31, 2020
GAAP Net income (loss)	$	1	-	$	9
Share-based compensation		3	-		3
Amortization		4	-		4
Interest expense, net		6	-		6
Non-GAAP Operating income (loss)	$	14	-	$	22

Note: Amounts may not calculate precisely due to rounding.

Exhibit 99.2

Veeco (Nasdaq: VECO) October 27, 2020 Q3 2020 Financial Results Conference Call

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Safe Harbor 2 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 and the affects 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 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 segments, 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. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this presentation 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 presentation.

CEO Overview William J. Miller, Ph.D.

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 • Top Line driven by strength in Data Storage • Demonstrated consistent profitability • $10M in cashflow from operations • Further significant customer engagement in Data Storage, Front End Semiconductor and Compound Semiconductor • Maintaining employee health measures and business resiliency during global pandemic • Healthy backlog Confident outlook given favorable market dynamics and healthy backlog 4 Q3 2020 Highlights Revenue Non-GAAP Operating Income Non-GAAP EPS $112M $14M 22¢ A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

CFO Financial Review John P. Kiernan

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 6 Q3 2020 Revenue by Market & Region 18% 18% 17% 47% Revenue by Market Revenue by Region Scientific & Industrial Front-End Semiconductor LED Lighting, Display & Compound Semiconductor Advanced Packaging, MEMS & RF Filters 42% 36% 9% 13% EMEA China United States ROW $112M ROW includes Japan, Taiwan, Korea and South East Asia

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Operating Results 7 $ millions (except per share amounts) GAAP Non-GAAP Q2 20 Q3 20 Q2 20 Q3 20 Revenue $98.6 $112.1 $98.6 $112.1 Gross Profit 41.9 49.1 42.4 49.8 Gross Margin 42.5% 43.8% 43.0% 44.5% Operating Expenses 41.5 42.2 34.4 35.7 Operating Income / (Loss) 0.4 7.0 8.0 14.1 Net Income / (Loss) (8.3) 0.6 5.5 11.0 Diluted Earnings/(Loss) Per Share $(0.17) $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.

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Balance Sheet and Cash Flow Highlights 8 $ millions Q2 20 Q3 20 Cash & Short-Term Investments 301 310 Accounts Receivable 67 80 Inventories 137 143 Accounts Payable 26 34 Long-Term Debt 317 321 Cash Flow from Operations 20 10 DSO (days) 61 64 DOI 211 200 DPO 42 49 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 Q4 2020 Guidance 9 GAAP Non-GAAP Revenue $120M - $135M $120M - $135M Gross Margin 42% - 44% 42% - 44% Operating Expenses $43M - $45M $36M - $38M Net Income / (Loss) $1M - $9M $11M - $19M Earnings/(Loss) Per Share $0.02 - $0.17 $0.22 - $0.37 A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

CEO Market Update William J. Miller, Ph.D.

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 11 Markets and Technologies High Performance Computing AI / High Performance Computing Photonics / 5G Cloud / Data Storage *Compound Semi includes LED, Lighting & Display RF – Radio Frequency AI – Artificial Intelligence 5G – Fifth Generation Wireless MOCVD – Metal Organic Chemical Vapor Deposition AP – Advanced Packaging Front End Semi Advanced Packaging, MEMS & RF Filters Compound Semi* Scientific & Industrial Ion Beam Laser Annealing Ion Beam MOCVD Wet Etch & Clean AP Lithography Wet Etch & Clean Market Served Drivers Veeco Technologies Veeco applies unique know-how to solve unmet needs with the right technology for commercial scaling

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 12 Market Segmentation Update Front-End Semiconductor Scientific & Industrial (includes Data Storage) LED Lighting, Display & Compound Semiconductor Advanced Packaging, MEMS & RF Filters Semiconductor (includes Advanced Packaging) Scientific & Other (includes MEMS) Compound Semiconductor (includes RF Filters) Data Storage Future Market Segments Current Market Segments New market segmentation aligns with Veeco’s strategic focus

Q3 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 • Compound Semi • Reduce operating expenses • Deliver strong gross margin Improved company performance today while investing for longer-term growth 13 2020 Progress Phase I of Company Transformation Phase II of Company Transformation

Q&A

Reconciliation Tables

Q3 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.

Q3 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 Q2 20 Q3 20 Net Sales $98.6 $112.1 GAAP Gross Profit 41.9 49.1 GAAP Gross Margin 42.5% 43.8% Add: Share-Based Comp 0.5 0.4 Add: Other - 0.3 Non-GAAP Gross Profit $42.4 $49.8 Non-GAAP Gross Margin 43.0% 44.5% US$ millions Q2 20 Q3 20 GAAP Net Income (Loss) $(8.3) $0.6 Add: Share-Based Comp 3.0 2.9 Add: Amortization 3.8 3.8 Add: Restructuring 0.5 - Add: Asset Impairment 0.3 - Add: Release of inventory fair value step-up for purchase accounting - 0.3 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 - Add: Interest Expense 5.6 6.2 Add: Loss on extinguishment of debt 3.0 - Add: Tax expense (benefit) 0.1 0.2 Non-GAAP Operating Income (Loss) $8.0 $14.1 US$ millions, except per share amounts Q2 20 Q3 20 GAAP Basic EPS (0.17) 0.01 GAAP Diluted EPS (0.17) 0.01 GAAP Net Income (Loss) (8.3) 0.6 Add: Share-Based Comp 3.0 2.9 Add: Amortization 3.8 3.8 Add: Restructuring 0.5 - Add: Asset Impairment 0.3 - Add: Release of inventory fair value step-up for purchase accounting - 0.3 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 - Add: Non-Cash Interest Expense 3.5 3.5 Add: Loss on extinguishment of debt 3.0 - Add: Tax Adjustment from GAAP to Non-GAAP (0.3) (0.2) Non-GAAP Net Income (Loss) 5.5 11.0 Non-GAAP Basic EPS 0.11 0.23 Non-GAAP Diluted EPS 0.11 0.22

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 18 Q3 2020 Actual: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $112.1 $112.1 Gross Profit 49.1 0.4 0.3 49.8 Gross Margin 43.8% 44.5% Operating Expenses 42.2 (2.6) (3.8) 35.8 Operating Income (Loss) 7.0 2.9 3.8 0.3 14.1 Net Income (Loss) $0.6 2.9 3.8 3.7 $11.0 Income (Loss) Per Common Share: Basic $0.01 $0.23 Diluted 0.01 0.22 Weighted Average Number of Shares: Basic 48.3 48.3 Diluted 49.2 49.2 Other Non-GAAP Adjustments Release of inventory fair value step-up associated with the Ultratech purchase accounting 0.3 Subtotal 0.3 Non-Cash Interest Expense 3.5 Non-GAAP Tax Adjustment (0.2) Total Other 3.7

Q3 2020 Financial Results Conference Call | All Rights Reserved. ©2020 19 Q4 2020 Guidance: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Non-GAAP Adjustments In millions, except per share amounts GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $120–$135 $120–$136 Gross Profit 50–60 ——— 50–60 Gross Margin 42%–44% 42%–44% Operating Expenses $43–$45 (3) (4) — $36–$38 Operating Income (Loss) $7–$15 3 4 — $14–$22 Net Income (Loss) $1–$9 3 4 3 $11–$19 Income (Loss) per Diluted Share $0.02–$0.17 $0.22–$0.37 GAAP Net Income (Loss) $1–$9 Share-Based Compensation 3 Amortization 4 Interest Expense, Net 6 Non-GAAP Operating Income (Loss) $14–$22

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