Form 8-K - Current report

0000103145false00001031452024-11-062024-11-06

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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): November 6, 2024

VEECO INSTRUMENTS INC.

(Exact name of registrant as specified in its charter)

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

​

Terminal Drive, Plainview, New York 11803

(Address of principal executive offices)

[phone]

(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))

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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

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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. ☐

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Item 2.02 Results of Operations and Financial Condition.

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

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits.

EXHIBIT INDEX

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	​	​
Exhibit		Description
​	​	​
99.1	​	Press release issued by Veeco dated November 6, 2024
​	​	​
99.2	​	Veeco Q3 2024 Conference Call Presentation November 6, 2024
​	​	​
104	​	Cover Page Interactive Data File (formatted as inline XBRL).

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Limitation on Incorporation by Reference

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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.

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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.

​	​	​
November 6, 2024	VEECO INSTRUMENTS INC.
​	​
​	By:	/s/ Kirk Mackey
​	Name: Kirk Mackey
​	Title: Vice President, General Counsel

​

​

​

2

EXHIBIT 99.1

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​

VEECO REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS

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Third Quarter 2024 Highlights:

​

●

Revenue of $184.8 million, compared with $177.4 million in the same period last year

●

GAAP net income of $22.0 million, or $0.36 per diluted share, compared with $24.6 million, or $0.42 per diluted share in the same period last year

●

Non-GAAP net income of $28.3 million, or $0.46 per diluted share, compared with $31.0 million, or $0.53 per diluted share in the same period last year

​

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

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​

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

​

​	​	​	​	​	​	​
GAAP Results		Q3 '24		​	Q3 '23
Revenue	​	$	184.8	​	$	177.4
Net income	​	$	22.0	​	$	24.6
Diluted earnings per share	​	$	0.36	​	$	0.42

​

​	​	​	​	​	​	​
Non-GAAP Results		Q3 '24		​	Q3 '23
Operating income	​	$	31.0	​	$	32.7
Net income	​	$	28.3	​	$	31.0
Diluted earnings per share	​	$	0.46	​	$	0.53

​

​

“Veeco reported solid third quarter results above the mid-point of our guidance, led by record Semiconductor revenue,” commented Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “Our Semiconductor business grew 26% year-over-year and 13% sequentially, highlighted by an increase in shipments to leading-edge customers across several product lines. Our portfolio of enabling technologies is gaining traction for several industry inflections, contributing to our expectations for our Semiconductor business to outperform WFE growth for the 4th consecutive year.”

1

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Guidance and Outlook

​

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

​

●

Revenue is expected in the range of $165 million to $185 million

●

GAAP diluted earnings per share are expected in the range of $0.18 to $0.27

●

Non-GAAP diluted earnings per share are expected in the range of $0.35 to $0.45

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​

Conference Call Information

​

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

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About Veeco

​

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

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Forward-looking Statements

​

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

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-financial tables attached-

Veeco Contacts:

​

Investors:Anthony Pappone [phone]

Media:Brenden Wright [phone]

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2

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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,

​

2024

2023

2024

2023

Net sales

$

184,807

$

177,366

$

535,170

$

492,511

​

Cost of sales

​

105,596

​

100,489

​

305,150

​

286,107

​

Gross profit

​

79,211

​

76,877

​

230,020

​

206,404

​

Operating expenses, net:

​

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

32,216

​

28,817

​

93,554

​

83,762

​

Selling, general, and administrative

​

25,291

​

22,814

​

74,586

​

69,263

​

Amortization of intangible assets

​

1,687

​

2,123

​

5,403

​

6,358

​

Other operating expense (income), net

​

(4,318)

​

860

​

(6,625)

​

1,264

​

Total operating expenses, net

​

54,876

​

54,614

​

166,918

​

160,647

​

Operating income

​

24,335

​

22,263

​

63,102

​

45,757

​

Interest income (expense), net

​

323

​

247

​

1,377

​

(1,187)

​

Other income (expense), net

​

​

—

​

​

—

​

​

—

​

​

(97,091)

​

Income (loss) before income taxes

​

24,658

​

22,510

​

64,479

​

(52,521)

​

Income tax expense (benefit)

​

2,707

​

(2,064)

​

5,730

​

(516)

​

Net income (loss)

$

21,951

$

24,574

$

58,749

$

(52,005)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income (loss) per common share:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

$

0.39

$

0.44

$

1.04

$

(0.98)

​

Diluted

$

0.36

$

0.42

$

0.97

$

(0.98)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average number of shares:

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

56,410

​

55,352

​

56,256

​

52,978

​

Diluted

​

62,654

​

59,636

​

62,103

​

52,978

​

​

​

3

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Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2024			2023
​	​	(unaudited)		​	​	​
Assets	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	163,228	​	$	158,781
Restricted cash	​		258	​		339
Short-term investments	​		157,534	​		146,664
Accounts receivable, net	​		132,347	​		103,018
Contract assets	​		30,795	​		24,370
Inventories	​		242,123	​		237,635
Prepaid expenses and other current assets	​		34,692	​		35,471
Total current assets	​		760,977	​		706,278
Property, plant and equipment, net	​		112,677	​		118,459
Operating lease right-of-use assets	​	​	26,695	​		24,377
Intangible assets, net	​		38,542	​		43,945
Goodwill	​		214,964	​		214,964
Deferred income taxes	​		115,777	​		117,901
Other assets	​		3,240	​		3,117
Total assets	​	$	1,272,872	​	$	1,229,041
​	​	​	​	​	​	​
Liabilities and stockholders’ equity	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Accounts payable	​	$	50,049	​	$	42,383
Accrued expenses and other current liabilities	​		57,117	​		57,624
Contract liabilities	​		80,468	​		118,026
Income taxes payable	​		1,060	​		—
Current portion of long-term debt	​	​	26,473	​	​	—
Total current liabilities	​		215,167	​		218,033
Deferred income taxes	​		6,383	​		6,552
Long-term debt	​		249,402	​		274,941
Long-term operating lease liabilities	​	​	34,421	​		31,529
Other liabilities	​		20,980	​		25,544
Total liabilities	​		526,353	​		556,599
​	​	​	​	​	​	​
Total stockholders’ equity	​		746,519	​		672,442
Total liabilities and stockholders’ equity	​	$	1,272,872	​	$	1,229,041

​

Note on Reconciliation Tables

​

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

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

4

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​

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

(in thousands)
(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-GAAP Adjustments

​

​

​

​

​

​

​

​

Share-Based

​

​

​

​

​

​

​

Three months ended September 30, 2024

GAAP

Compensation

Amortization

Other

Non-GAAP

Net sales

​

$

184,807

​

​

​

​

​

​

​

$

184,807

Gross profit

​

79,211

1,565

​

​

162

​

80,938

​

Gross margin

​

42.9

%

​

​

​

​

​

​

43.8

%

Operating expenses

​

54,876

(7,894)

​

(1,687)

​

4,644

​

​

49,939

​

Operating income

​

24,335

9,459

​

1,687

(4,482)

^

​

30,999

​

Net income

​

21,951

9,459

1,687

(4,836)

^

​

28,261

​

---

^	- See table below for additional details.

Other Non-GAAP Adjustments (Q3 2024)

(in thousands)
(unaudited)

​	​	​
Three months ended September 30, 2024		​
Changes in contingent consideration	$	(4,644)
Release of inventory fair value step-up associated with the Epiluvac purchase accounting	​	162
Subtotal	​	(4,482)
Non-cash interest expense		323
Non-GAAP tax adjustment *		(677)
Total Other	$	(4,836)

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

Net Income per Common Share (Q3 2024)

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

​	​	​	​	​	​	​
​	​	Three months ended September 30, 2024
​	​	GAAP		​	Non-GAAP
Numerator:	​	​	​	​	​	​
Net income		$	21,951		$	28,261
Interest expense associated with 2025 and 2027 Convertible Senior Notes	​		515			466
Net income available to common shareholders	​	$	22,466	​	$	28,727
​	​	​	​	​	​	​
Denominator:	​	​	​	​	​	​
Basic weighted average shares outstanding	​	​	56,410	​	​	56,410
Effect of potentially dilutive share-based awards	​	​	1,606	​	​	1,606
Dilutive effect of 2025 Convertible Senior Notes	​	​	1,104	​	​	1,104
Dilutive effect of 2027 Convertible Senior Notes (1)	​		1,788			1,354
Dilutive effect of 2029 Convertible Senior Notes	​		1,746			1,746
Diluted weighted average shares outstanding	​	​	62,654	​	​	62,220
​	​	​	​	​	​	​
Net income per common share:	​	​	​	​	​	​
Basic	​	$	0.39	​	$	0.50
Diluted	​	$	0.36	​	$	0.46

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⁽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

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Reconciliation of GAAP to Non-GAAP Financial Data (Q3 2023)

(in thousands)
(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-GAAP Adjustments

​

​

​

​

​

​

​

​

Share-based

​

​

​

​

​

​

​

Three months ended September 30, 2023

​

GAAP

Compensation

Amortization

Other

Non-GAAP

​

Net sales

​

$

177,366

​

​

​

​

​

​

​

$

177,366

​

Gross profit

​

76,877

1,556

​

​

​

​

78,433

​

Gross margin

​

43.3

%

​

​

​

​

​

​

​

44.2

%

Operating expenses

​

54,614

(5,864)

​

(2,123)

​

(911)

​

​

45,716

​

Operating income

​

22,263

7,420

​

2,123

911

^

​

32,717

​

Net income

​

24,574

7,420

2,123

(3,077)

^

​

31,040

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

---

^	- See table below for additional details.

​

Other Non-GAAP Adjustments (Q3 2023)

(in thousands)
(unaudited)

​	​	​
Three months ended September 30, 2023	​	​
Changes in contingent consideration	$	818
Acquisition related	​	93
Subtotal	​	911
Non-cash interest expense		311
Non-GAAP tax adjustment *		(4,299)
Total Other	$	(3,077)

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

​

​

Net Income per Common Share (Q3 2023)

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

​	​	​	​	​	​	​
​	​	Three months ended September 30, 2023
​	​	GAAP		​	Non-GAAP
Numerator:	​	​	​	​	​	​
Net income		$	24,574		$	31,040
Interest expense associated with 2025 and 2027 Convertible Senior Notes	​		513			466
Net income available to common shareholders	​	$	25,087	​	$	31,506
​	​	​	​	​	​	​
Denominator:	​	​	​	​	​	​
Basic weighted average shares outstanding	​	​	55,352	​	​	55,352
Effect of potentially dilutive share-based awards	​	​	1,391	​	​	1,391
Dilutive effect of 2025 Convertible Senior Notes	​	​	1,104	​	​	1,104
Dilutive effect of 2027 Convertible Senior Notes (1)	​		1,789			1,355
Diluted weighted average shares outstanding	​	​	59,636	​	​	59,202
​	​	​	​	​	​	​
Net income per common share:	​	​	​	​	​	​
Basic	​	$	0.44	​	$	0.56
Diluted	​	$	0.42	​	$	0.53

---

(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.

​

6

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​

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q3 2024 and 2023)

(in thousands)
(unaudited)

​	​	​	​	​	​	​
​		Three months ended			Three months ended
​	​	September 30, 2024		​	September 30, 2023
GAAP Net income	​	$	21,951	​	$	24,574
Share-based compensation	​		9,459	​		7,420
Amortization	​		1,687	​		2,123
Changes in contingent consideration	​		(4,644)	​		818
Release of inventory fair value step-up associated with the Epiluvac purchase accounting	​		162	​		—
Acquisition related	​		—	​		93
Interest (income) expense, net	​		(323)	​		(247)
Income tax expense	​		2,707	​		(2,064)
Non-GAAP Operating income	​	$	30,999	​	$	32,717

​

​

​

Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2024)

(in millions, except per share amounts)

(unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-GAAP Adjustments

​

​

​

​

​

​

​

​

Guidance for the three months ending

​

​

​

​

​

​

​

​

​

Share-based

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

GAAP

​

Compensation

​

Amortization

​

Other

​

Non-GAAP

Net sales

$

165

-

$

185

​

​

​

$

165

-

$

185

​

Gross profit

​

70

-

​

79

2

—

—

​

72

-

​

81

​

Gross margin

​

42%

​

-

​

43%

​

​

​

​

​

43%

​

-

​

44%

​

Operating expenses

​

​

58

-

​

60

​

(8)

​

(2)

​

—

​

​

48

-

​

51

​

Operating income

​

​

12

​

-

​

​

19

​

10

​

2

​

—

​

​

23

​

-

​

​

30

​

Net income

​

$

10

-

​

$

16

10

2

​

(1)

​

$

21

-

​

$

27

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income per diluted common share

​

$

0.18

-

​

$

0.27

​

$

0.35

-

​

$

0.45

​

​

​

7

---

Income per Diluted Common Share (Q4 2024)

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Guidance for the three months ending December 31, 2024

​

GAAP

​

Non-GAAP

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income

$

10

-

$

16

$

21

-

$

27

Interest expense associated with convertible notes

​

—

​

​

1

—

​

​

—

Net income available to common shareholders

​

$

10

​

-

​

$

17

​

$

21

​

-

​

$

27

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic weighted average shares outstanding

​

​

56

​

​

​

​

56

​

​

56

​

​

​

​

56

Effect of potentially dilutive share-based awards

​

​

2

​

​

​

2

​

​

1

​

​

​

1

Dilutive effect of 2025 Convertible Senior Notes

​

​

—

​

​

​

​

1

​

​

1

​

​

​

​

1

Dilutive effect of 2027 Convertible Senior Notes (1)

​

​

2

​

​

​

2

​

1

​

​

​

1

Dilutive effect of 2029 Convertible Senior Notes

​

1

​

​

​

1

1

​

​

​

1

Diluted weighted average shares outstanding

​

​

60

​

​

​

​

61

​

​

61

​

​

​

​

61

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income per common share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Income per diluted common share

​

$

0.18

​

-

​

$

0.27

​

$

0.35

​

-

​

$

0.45

---

⁽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 (Q4 2024)

(in millions)
(unaudited)

​

​	​	​	​	​	​	​	​	​
Guidance for the three months ending December 31, 2024		​	​		​		​	​
GAAP Net income	​	$	10		-	​	$	16
Share-based compensation	​		10		-	​		10
Amortization	​		2		-	​		2
Interest income, net	​		(1)		-	​		(1)
Income tax expense	​	​	3	​	-	​	​	4
Non-GAAP Operating income	​	$	23		-	​	$	30

​

Note: Amounts may not calculate precisely due to rounding.

8

---

Exhibit 99.2

Q3 2024 Financial Results Conference Call November 6th, 2024 Veeco Instruments

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

Bill Miller, Ph.D. CEO Overview

Q3 Financial Highlights • Top and bottom-line results above mid-point of guide • Semiconductor Business delivers record revenue • Increased 26% year-over-year and 13% sequentially • Highlighted by growth in shipments to leading edge customers across several product lines • Wet Processing a key driver of growth in Advanced Packaging • Received over ~$50M in orders from a leading foundry, HBM manufacturer and OSAT’s in 2024 • Driven by Heterogeneous Integration and 3D Packaging for AI Revenue $185M Non-GAAP Operating Income $31M Diluted Non-GAAP EPS Semiconductor business delivers record revenue and 0.46¢ strong year-over-year growth

Role in the Semi Manufacturing Deposition Lithography Ion Implantation Etch Annealing Inspection/ Metrology Advanced Packaging IBD 300 IBD EUV LSA NSA Wet Processing Litho New products FRONT END BACK END Driving business today Representative Process Steps Veeco technologies are critical for several Semi manufacturing process steps IBD – Ion Beam Deposition EUV – Extreme ultraviolet LSA- Laser Spike Annealing NSA – Nanosecond Annealing

Semi SAM Expansion To Drive Outperformance Markets Industry Inflections Advanced Logic GAA/BSPDN Device Shrink - EUV/High NA Lithography Memory HBM/3D Devices Advanced Packaging 3D Packaging For AI Heterogeneous Integration LSA NSA IBD 300 Wet Processing IBD EUV 0% 5% 10% 15% 20% 25% 2024-2028 CAGR WFE Growth Veeco Semi SAM ~2x increase Enabling Technologies Enabling technologies for industry inflections provide opportunity to outperform WFE growth Largest Drivers of SAM Growth *WFE CAGR based on Tech Insights Long-Term Semiconductor, Silicon, and Equipment forecast, Veeco Semi SAM CAGR based on TrendFocus, Gartner, Yole Group and internal analysis. *

Semi Evaluations Capture Industry Inflections Increase in evaluations to enable penetration of key SAM growth opportunities *Evaluations typically compete to win several applications. The number of applications under evaluation will vary by system, customer, and market.

John Kiernan CFO Financial Overview

Q3 Revenue by Market & Region Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage EMEA APAC China United States $185M Revenue Trend ($M) Q3 23 Q2 24 Q3 24 Semiconductor 98 110 124 Compound Semi 26 18 16 Data Storage 34 34 33 Scientific & Other 20 14 12 Total 177 176 185 Amounts may not calculate precisely due to rounding. ROW is negligible 67% 18% 7% 8% 32% 30% 5% 33% China APAC United States EMEA

In millions (except per share amounts) GAAP Non-GAAP Q2 24 Q3 24 Q2 24 Q3 24 Revenue $175.9 $184.8 $175.9 $184.8 Gross Profit 75.4 79.2 76.8 80.9 Gross Margin 42.9% 42.9% 43.7% 43.8% Operating Expenses 58.7 54.9 48.6 49.9 Operating Income 16.7 24.3 28.3 31.0 Net Income 14.9 22.0 25.4 28.3 Diluted Earnings Per Share 0.25 0.36 0.42 0.46 Diluted Shares 62.5 62.7 62.1 62.2 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 Operating Results

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. Balance Sheet and Cash Flow Highlights $ millions Q2 24 Q3 24 Cash & Short-Term Investments 305 321 Accounts Receivable 92 132 Inventories 245 242 Accounts Payable 47 50 Cash Flow from Operations 8 18 Capital Expenditures 3 4 DSO (days) 47 64 DIO (days) 219 207 DPO (days) 43 43

Q4 & FY 2024 Outlook A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP Revenue $165M - $185M $165M - $185M Gross Margin 42% - 43% 43% - 44% Operating Expenses $58M - $60M $48M - $51M Net Income $10M - $16M $21M - $27M Diluted Earnings Per Share $0.18 - $0.27 $0.35 - $0.45 Updated FY 2024 Outlook • Revenue to $700 - $720 million from $690 - $730 million • Non-GAAP EPS to $1.68-$1.78 from $1.65-$1.85 Q4 2024

Why own ? Long-Term WFE Growth Execution to Generate Long-Term Value Enabling Technologies For Semi Manufacturing Investment Strategy For Industry Inflections SAM Expansion Drives Outperformance 1 2 3 4 5

Q&A

Backup & Financial Tables

Historical Revenue by End-Market Amounts may not calculate precisely due to rounding. $M 2021 2022 2023 2024 Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Semi 51.6 53.7 76.3 65.4 247.1 77.6 97.5 100.4 93.8 369.4 93.1 106.3 98.2 115.2 412.7 120.4 109.9 124.1 Compound Semi 24.8 24.2 23.3 34.7 107.0 37.1 31.1 28.1 24.9 121.2 21.2 24.1 25.7 16.3 87.3 21.0 18.2 15.6 Data Storage 41.0 52.0 39.3 36.5 168.8 21.6 21.5 27.7 16.7 87.5 21.5 13.9 34.0 19.1 88.5 18.0 34.0 32.8 Scientific & Other 16.4 16.4 11.4 16.3 60.5 20.1 13.8 15.7 18.4 68.0 17.7 17.4 19.6 23.4 78.0 15.1 13.8 12.4 Total 133.7 146.3 150.2 153.0 583.3 156.4 164.0 171.9 153.8 646.1 153.5 161.6 177.4 173.9 666.4 174.5 175.9 184.8

Convertible Notes – Outstanding * Conversion price for 2027 Convertible Notes includes the effect of the Capped Call transaction **Weighted average Convertible Notes Principal Amount Carrying Value Coupon Annual Cash Interest Annual Non-Cash Interest Initial Conversion Price Convertible Notes Due Jan 2025 $27M $26M 3.5% $0.9M $0.1M $24.00 Convertible Notes Due June 2027 25M 25M 3.75% 0.9M 0.1M 18.46* Convertible Notes Due June 2029 230M 225M 2.875% 6.6M 1.1M 29.22 Total Convertible Notes $282M $276M 3.0%** $8.4M $1.3M $27.77** As of September 30, 2024

Effect of Convertible Notes on Diluted EPS (Effective Q3 2024) Based upon current 2025 and 2027 Convertible Notes outstanding. The above calculations are intended to be estimates only, and reflect the use of the if-converted method for diluted EPS purposes. The EPS thresholds mentioned above represent various ranges at which some of our Convertible Notes may become dilutive. No shares are added for dilution purposes if the addition of such shares (and reduced interest expense) would be anti-dilutive. * The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transactions issued concurrently with our 2027 Convertible Notes, and assumes an average per share stock price above $18.46. ** The Company is required to settle the principal amount of the 2029 Convertible Notes in cash, and has the option to settle the excess above principal in any combination of cash or shares. As such, only “in-the-money” shares above the implied conversion price of $29.22 are added to the diluted share count, and there is no interest expense add-back to the numerator for purposes of calculating diluted EPS. 2025 and 2027 Convertible Notes Quarterly GAAP Non-GAAP* EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) ≥ $0.14 < $0.23 $257 1,788 ≥ $0.17 < $0.21 $234 1,354 ≥ $0.23 $513 2,893 ≥ $0.21 $466 2,458 Annual GAAP Non-GAAP* EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) EPS threshold before effect of Notes Reduction to Interest expense for EPS calculation (in thousands) Incremental Dilutive Shares** (in thousands) ≥ $0.57 < $0.93 $1,028 1,788 ≥ $0.69 < $0.84 $938 1,354 ≥ $0.93 $2,054 2,893 ≥ $0.84 $1,865 2,458 2029 Convertible Notes (GAAP and Non-GAAP)** Average Stock Price per Common Share Incremental Dilutive Shares (in thousands) $29.00 - $30.00 205 $31.00 452 $32.00 684 $33.00 902 $34.00 1,106 $35.00 1,300 $36.00 1,482 $37.00 1,655 $38.00 1,818 $39.00 1,974 $40.00 2,121 $41.00 2,261 $42.00 2,395 $43.00 2,522 $44.00 2,644 $45.00 2,760

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.

Amounts may not calculate precisely due to rounding. Supplemental Information—GAAP to Non-GAAP Reconciliation $ millions Q2 24 Q3 24 Net sales $175.9 $184.8 GAAP gross profit 75.4 79.2 GAAP gross margin 42.9% 42.9% Add: Share-based comp 1.4 1.6 Add: Release of inventory fair value step-up for purchase accounting - 0.2 Non-GAAP gross profit $76.8 $80.9 Non-GAAP gross margin 43.7% 43.8% In millions Q2 24 Q3 24 GAAP Net income $15.2 $22.0 Add: Share-based comp 9.2 9.5 Add: Amortization 1.8 1.7 Add: Changes in contingent consideration 0.5 (4.6) Add: Release of inventory fair value step-up for purchase accounting - 0.2 Add: Interest expense (income) (0.3) (0.3) Add: Tax expense 2.1 2.7 Non-GAAP operating income $28.5 $31.0 $ millions, except per share amounts Q2 24 Q3 24 GAAP Basic weighted average shares 56.3 56.4 GAAP Diluted weighted average shares 62.5 62.7 GAAP Basic EPS $0.27 $0.39 GAAP Diluted EPS $0.25 $0.36 GAAP Net income $15.2 $22.0 Add: Share-based comp 9.2 9.5 Add: Amortization 1.8 1.7 Add: Changes in contingent consideration 0.5 (4.6) Add: Release of inventory fair value step-up for purchase accounting - 0.2 Add: Non-cash interest expense 0.3 0.3 Add: Tax adjustment from GAAP to Non-GAAP (1.4) (0.7) Non-GAAP net income 25.7 28.3 Non-GAAP basic EPS $0.46 $0.50 Non-GAAP diluted EPS $0.42 $0.46 Non-GAAP basic weighted average shares 56.3 56.4 Non-GAAP diluted weighted average shares 62.1 62.2 In millions Q2 24 Q3 24 GAAP operating expenses $58.4 $54.9 Share-based compensation (7.8) (7.9) Amortization (1.8) (1.7) Other (0.5) 4.6 Non-GAAP operating expenses $48.3 $49.9

$ millions Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $184.8 $184.8 Gross Profit 79.2 1.6 — 0.2 80.9 Gross Margin 42.9% 43.8% Operating Expenses $54.9 (7.9) (1.7) 4.6 $49.9 Operating Income $24.3 9.5 1.7 (4.5) $31.0 Net Income $22.0 9.5 1.7 (4.8) $28.3 Q3 2024 Actual: GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net Income $22.0 $28.3 Add: Interest on Convertible Senior Notes 0.5 0.4 Net income available to common shareholders 22.5 28.7 Basic weighted average common shares 56.4 56.4 Add: Dilutive effect of share-based awards 1.6 1.6 Add: Dilutive effect of 2025 Convertible Senior Notes 1.1 1.1 Add: Dilutive effect of 2027 Convertible Senior Notes 1.8 1.4 Add: Dilutive effect of 2029 Convertible Senior Notes 1.7 1.7 Diluted weighted average common shares 62.7 62.2 Basic income per common share $0.39 $0.50 Diluted income per common share $0.36 $0.46 Other Non-GAAP Adjustments Changes in contingent consideration ($4.6) Release of inventory fair value step-up associated with the Epiluvac purchase accounting 0.2 Subtotal (4.5) Non-cash Interest Expense 0.3 Non-GAAP tax adjustment (0.7) Total Other ($4.8)

Reconciliation of GAAP to non-GAAP Financial Data Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $165–$185 $165–$185 Gross Profit 70–79 2 — — 72–81 Gross Margin 42%–43% 43%–44% Operating Expenses $58–$60 (8) (2) — $48–$51 Operating Income $12–$19 10 2 — $23–$30 Net Income $10–$16 10 2 (1) $21–$27 Income per Diluted Share $0.18–$0.27 $0.35–$0.45 Q4 2024 Guidance ($ millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net Income $10–$16 $21–$27 Add: Interest on Convertible Senior Notes 0-1 0-0 Net income available to common shareholders 10-17 21-37 Basic weighted average common shares 56 56 Add: Dilutive effect of share-based awards 2-2 1-1 Add: Dilutive effect of 2025 Convertible Senior Notes 0-1 1-1 Add: Dilutive effect of 2027 Convertible Senior Notes 2-2 1-1 Add: Dilutive effect of 2029 Convertible Senior Notes 1-1 1-1 Diluted weighted average common shares 60-61 61 Income per diluted common share $0.18-$0.27 $0.35-$0.45 Reconciliation of GAAP Net Income to non-GAAP Operating Income GAAP Net Income $10–$16 Share-Based Compensation 10 Amortization 2 Interest income, net (1) Income tax expense 3-4 Non-GAAP Operating Income $23–$30 GAAP earnings per diluted share for 2024 is expected between $1.12 and $1.22. Guidance regarding 2024 Non-GAAP earnings per diluted share: 1) excludes charges related to estimated share-based compensation expenses of $0.59 per share and amortization expense of $0.11 per share; 2) excludes benefits related to changes in contingent consideration and sale of productive assets of $0.08 per share; and 3) includes additional estimated income tax expense of $0.07 per share. FY 2024 Reconciliation of GAAP to non-GAAP Financial Data

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

---