Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2025

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 February 12, 2025, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2024. In connection with the release and the related conference call, Veeco posted a presentation relating to its fourth quarter and fiscal year 2024 financial results on its website (www.veeco.com). Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX


Exhibit		Description

99.1		Press release issued by Veeco dated February 12, 2025

99.2		Veeco Q4 & Fiscal Year 2024 Conference Call Presentation February 12, 2025

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.


February 12, 2025	VEECO INSTRUMENTS INC.

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

EXHIBIT 99.1

VEECO REPORTS FOURTH QUARTER AND FISCAL YEAR 2024 FINANCIAL RESULTS

Fourth Quarter 2024 Highlights:

●

Revenue of $182.1 million, compared with $173.9 million in the same period last year

●

GAAP net income of $15.0 million, or $0.26 per diluted share, compared with $21.6 million, or $0.37 per diluted share in the same period last year

●

Non-GAAP net income of $24.2 million, or $0.41 per diluted share, compared with $29.8 million, or $0.51 per diluted share in the same period last year

Fiscal Year 2024 Highlights:

●

Revenue of $717.3 million, compared with $666.4 million in the same period last year

●

GAAP net income of $73.7 million, or $1.23 per diluted share, compared with GAAP net loss of $30.4 million or $0.56 loss per diluted share in the same period last year

●

Non-GAAP net income of $104.3 million, or $1.74 per diluted share, compared with $98.3 million, or $1.69 per diluted share in the same period last year

Plainview, N.Y., February 12, 2025 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2024. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

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


	4th Quarter				Full Year
GAAP Results	Q4 '24		Q4 '23		2024		2023
Revenue	$	182.1	$	173.9	$	717.3	$	666.4
Net income (loss)	$	15.0	$	21.6	$	73.7	$	(30.4)
Diluted earnings (loss) per share	$	0.26	$	0.37	$	1.23	$	(0.56)


	4th Quarter				Full Year
Non-GAAP Results	Q4 '24		Q4 '23		2024		2023
Operating income	$	27.4	$	32.1	$	116.1	$	109.6
Net income	$	24.2	$	29.8	$	104.3	$	98.3
Diluted earnings per share	$	0.41	$	0.51	$	1.74	$	1.69

“Veeco had a successful year in 2024, highlighted by our Semiconductor business outperforming WFE growth for the 4^th consecutive year,” commented Bill Miller, Ph.D., Veeco’s Chief Executive Officer. “We achieved several strategic milestones, grew the top-line and delivered solid profitability, all while continuing to allocate capital toward our largest growth opportunities. Looking ahead, our solutions in Laser Annealing, Ion Beam Deposition, and Advanced Packaging are well-positioned to take advantage of growth in leading edge investment in the coming years.”

Guidance and Outlook

The following guidance is provided for Veeco’s first quarter 2025:

●

Revenue is expected in the range of $155 million to $175 million

●

GAAP diluted earnings per share are expected in the range of $0.11 to $0.22

●

Non-GAAP diluted earnings per share are expected in the range of $0.26 to $0.36

Conference Call Information

A conference call reviewing these results has been scheduled for today, February 12, 2025 starting at 5:00pm ET. To join the call, dial 1-877-407-8029 (toll-free) or 1-201-689-8029. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco's website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

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

Forward-looking Statements

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

-financial tables attached-

Veeco Contacts:

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

Media:Brenden Wright (410) 984-2610bwright@veeco.com

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations

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


	Three months ended December 31,				Year ended December 31,
	2024		2023		2024		2023
Net sales	$	182,131	$	173,924	$	717,301	$	666,435
Cost of sales		108,146		95,269		413,296		381,376
Gross profit		73,985		78,655		304,005		285,059
Operating expenses, net:
Research and development		30,953		29,091		124,507		112,853
Selling, general, and administrative		25,077		23,493		99,663		92,756
Amortization of intangible assets		1,580		2,123		6,983		8,481
Asset impairment		28,131		—		28,131		—
Other operating expense (income), net		(15,635)		(235)		(22,260)		1,029
Total operating expenses, net		70,106		54,472		237,024		215,119
Operating income		3,879		24,183		66,981		69,940
Interest income (expense), net		476		—		1,853		(1,187)
Other income (expense), net		—		—		—		(97,091)
Income (loss) before income taxes		4,355		24,183		68,834		(28,338)
Income tax expense (benefit)		(10,610)		2,546		(4,880)		2,030
Net income (loss)	$	14,965	$	21,637	$	73,714	$	(30,368)

Income (loss) per common share:
Basic	$	0.26	$	0.39	$	1.31	$	(0.56)
Diluted	$	0.26	$	0.37	$	1.23	$	(0.56)

Weighted average number of shares:
Basic		56,536		55,537		56,426		53,769
Diluted		60,499		59,821		61,596		53,769

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)


	December 31,		December 31,
	2024		2023
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	145,595	$	158,781
Restricted cash		224		339
Short-term investments		198,719		146,664
Accounts receivable, net		96,834		103,018
Contract assets		37,109		24,370
Inventories		246,735		237,635
Prepaid expenses and other current assets		39,316		35,471
Total current assets		764,532		706,278
Property, plant and equipment, net		113,789		118,459
Operating lease right-of-use assets		26,503		24,377
Intangible assets, net		8,832		43,945
Goodwill		214,964		214,964
Deferred income taxes		120,191		117,901
Other assets		2,766		3,117
Total assets	$	1,251,577	$	1,229,041

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	43,519	$	42,383
Accrued expenses and other current liabilities		55,195		57,624
Contract liabilities		64,986		118,026
Income taxes payable		2,086		—
Current portion of long-term debt		26,496		—
Total current liabilities		192,282		218,033
Deferred income taxes		689		6,552
Long-term debt		249,702		274,941
Long-term operating lease liabilities		34,318		31,529
Other liabilities		3,816		25,544
Total liabilities		480,807		556,599

Total stockholders’ equity		770,770		672,442
Total liabilities and stockholders’ equity	$	1,251,577	$	1,229,041

Note on Reconciliation Tables

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

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

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

(in thousands)
(unaudited)


				Non-GAAP Adjustments
				Share-Based
Three months ended December 31, 2024	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	182,131						$	182,131
Gross profit		73,985		1,523					75,508
Gross margin		40.6	%						41.5	%
Operating expenses		70,106		(7,582)	(1,580)	(12,876)			48,068
Operating income		3,879		9,105	1,580	12,876	^		27,440
Net income		14,965		9,105	1,580	(1,443)	^		24,207

^	- See table below for additional details.

Other Non-GAAP Adjustments (Q4 2024)

(in thousands)
(unaudited)


Three months ended December 31, 2024
Asset impairment	$	28,131
Changes in contingent consideration		(16,466)
Other		1,211
Subtotal		12,876
Non-cash interest expense		322
Tax benefits associated with asset impairments		(12,239)
Non-GAAP tax adjustment *		(2,402)
Total Other	$	(1,443)

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

Net Income per Common Share (Q4 2024)

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


	Three months ended December 31, 2024
	GAAP		Non-GAAP
Numerator:
Net income	$	14,965	$	24,207
Interest expense associated with 2025 and 2027 Convertible Senior Notes		513		466
Net income available to common shareholders	$	15,478	$	24,673

Denominator:
Basic weighted average shares outstanding		56,536		56,536
Effect of potentially dilutive share-based awards		1,070		1,070
Dilutive effect of 2025 Convertible Senior Notes		1,104		1,104
Dilutive effect of 2027 Convertible Senior Notes ⁽¹⁾		1,789		1,354
Diluted weighted average shares outstanding		60,499		60,064

Net income per common share:
Basic	$	0.26	$	0.43
Diluted	$	0.26	$	0.41

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

Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2023)

(in thousands)
(unaudited)


				Non-GAAP Adjustments
				Share-based
Three months ended December 31, 2023		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	173,924						$	173,924
Gross profit		78,655		334					78,989
Gross margin		45.2	%						45.4	%
Operating expenses		54,472		(5,845)	(2,123)	363			46,867
Operating income		24,183		6,179	2,123	(363)	^		32,122
Net income		21,637		6,179	2,123	(116)	^		29,823

^	- See table below for additional details.

Other Non-GAAP Adjustments (Q4 2023)

(in thousands)
(unaudited)


Three months ended December 31, 2023
Changes in contingent consideration	$	(465)
Other		102
Subtotal		(363)
Non-cash interest expense		294
Non-GAAP tax adjustment *		(47)
Total Other	$	(116)

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

Net Income per Common Share (Q4 2023)

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


	Three months ended December 31, 2023
	GAAP		Non-GAAP
Numerator:
Net income	$	21,637	$	29,823
Interest expense associated with 2025 and 2027 Convertible Senior Notes		511		466
Net income available to common shareholders	$	22,148	$	30,289

Denominator:
Basic weighted average shares outstanding		55,537		55,537
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		59,821		59,387

Net income per common share:
Basic	$	0.39	$	0.54
Diluted	$	0.37	$	0.51

(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 and 2023)

(in thousands)
(unaudited)


	Three months ended		Three months ended
	December 31, 2024		December 31, 2023
GAAP Net income	$	14,965	$	21,637
Share-based compensation		9,105		6,179
Amortization		1,580		2,123
Asset impairment		28,131		—
Changes in contingent consideration		(16,466)		(465)
Transition expenses related to San Jose expansion project		—		57
Acquisition related		—		45
Interest (income) expense, net		(476)		—
Other		1,211		—
Income tax expense (benefit)		(10,610)		2,546
Non-GAAP Operating income	$	27,440	$	32,122

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

(in thousands)
(unaudited)


				Non-GAAP Adjustments
				Share-based
For the year ended December 31, 2024		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	717,301						$	717,301
Gross profit		304,005		6,263		162			310,430
Gross margin		42.4	%						43.3	%
Operating expenses		237,024		(29,616)	(6,983)	(6,067)			194,358
Operating income		66,981		35,879	6,983	6,229	^		116,072
Net income (loss)		73,714		35,879	6,983	(12,233)	^		104,343

^	- See table below for additional details.

Other Non-GAAP Adjustments (FY 2024)

(in thousands)
(unaudited)


For the year ended December 31, 2024
Asset impairment	$	28,131
Changes in contingent consideration		(21,242)
Sale of productive assets		(2,033)
Other		1,373
Subtotal		6,229
Non-cash interest expense		1,257
Tax benefits associated with asset impairments		(12,239)
Non-GAAP tax adjustment *		(7,480)
Total Other	$	(12,233)

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

Net Income per Common Share (FY 2024)

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


	Year ended December 31, 2024
	GAAP		Non-GAAP
Numerator:
Net income	$	73,714	$	104,343
Interest expense associated with convertible notes		2,054		1,865
Net income available to common shareholders	$	75,768	$	106,208

Denominator:
Basic weighted average shares outstanding		56,426		56,426
Effect of potentially dilutive share-based awards		1,010		1,010
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		1,268		1,268
Diluted weighted average shares outstanding		61,596		61,162

Net income per common share:
Basic	$	1.31	$	1.85
Diluted	$	1.23	$	1.74

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

(in thousands)
(unaudited)


				Non-GAAP Adjustments
				Share-based
For the year ended December 31, 2023		GAAP		Compensation	Amortization	Other		Non-GAAP
Net sales	$	666,435						$	666,435
Gross profit		285,059		4,913		232			290,204
Gross margin		42.8	%						43.5	%
Operating expenses		215,119		(23,645)	(8,481)	(2,363)			180,630
Operating income		69,940		28,558	8,481	2,595	^		109,574
Net income (loss)		(30,368)		28,558	8,481	91,668	^		98,339

^	- See table below for additional details.

Other Non-GAAP Adjustments (FY 2023)

(in thousands)
(unaudited)


For the year ended December 31, 2023
Acquisition related	$	1,056
Changes in contingent consideration		701
Transition expenses related to San Jose expansion project		838
Subtotal		2,595
Non-cash interest expense		1,118
Other (income) expense, net		97,091
Non-GAAP tax adjustment *		(9,136)
Total Other	$	91,668

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

Net Income per Common Share (FY 2023)

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


	Year ended December 31, 2023
	GAAP		Non-GAAP
Numerator:
Net income (loss)	$	(30,368)	$	98,339
Interest expense associated with convertible notes		—		4,768
Net income (loss) available to common shareholders	$	(30,368)	$	103,107

Denominator:
Basic weighted average shares outstanding		53,769		53,769
Effect of potentially dilutive share-based awards		—		850
Dilutive effect of 2023 Convertible Senior Notes		—		21
Dilutive effect of 2025 Convertible Senior Notes		—		2,786
Dilutive effect of 2027 Convertible Senior Notes ⁽¹⁾		—		3,417
Diluted weighted average shares outstanding		53,769		60,843

Net income per common share:
Basic	$	(0.56)	$	1.83
Diluted	$	(0.56)	$	1.69

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

(in thousands)
(unaudited)


	Year ended		Year ended
	December 31, 2024		December 31, 2023
GAAP Net income (loss)	$	73,714	$	(30,368)
Share-based compensation		35,879		28,558
Amortization		6,983		8,481
Asset impairment		28,131		—
Acquisition related		—		1,056
Changes in contingent consideration		(21,242)		701
Transition expenses related to San Jose expansion project		—		838
Sales of productive assets		(2,033)		—
Interest (income) expense, net		(1,853)		1,187
Other		1,373		97,091
Income tax expense (benefit)		(4,880)		2,030
Non-GAAP Operating income (loss)	$	116,072	$	109,574

Reconciliation of GAAP to Non-GAAP Financial Data (Q1 2025)

(in millions, except per share amounts)

(unaudited)


						Non-GAAP Adjustments
Guidance for the three months ending						Share-based
March 31, 2025	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	155	-	$	175				$	155	-	$	175
Gross profit		63	-		72	2	—	—		65	-		74
Gross margin		41%	-		41%					42%	-		42%
Operating expenses		56	-		58	(8)	(1)	—		47	-		49
Operating income		7	-		14	10	1	—		18	-		25
Net income	$	7	-	$	13	10	1	(2)	$	16	-	$	22

Income per diluted common share	$	0.11	-	$	0.22				$	0.26	-	$	0.36

Income per Diluted Common Share (Q1 2025)

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


Guidance for the three months ending March 31, 2025	GAAP					Non-GAAP
Numerator:
Net income available to common shareholders	$	7	-	$	13	$	16	-	$	22

Denominator:
Basic weighted average shares outstanding		58			58		58			58
Effect of potentially dilutive share-based awards		1			1		1			1
Dilutive effect of 2027 Convertible Senior Notes ⁽¹⁾		—			2		1			1
Diluted weighted average shares outstanding		59			61		60			60

Net income per common share:
Income per diluted common share	$	0.11	-	$	0.22	$	0.26	-	$	0.36

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q1 2025)

(in millions)
(unaudited)


Guidance for the three months ending March 31, 2025
GAAP Net income	$	7	-	$	13
Share-based compensation		10	-		10
Amortization		1	-		1
Income tax expense		—	-		1
Non-GAAP Operating income	$	18	-	$	25

Note: Amounts may not calculate precisely due to rounding.

Exhibit 99.2

Q4 & FY 2024 Financial Results Conference Call February 12th, 2025 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

4 Executing Several Strategic Growth Opportunities Several Key Strategic Milestones ✓ Shipped 1st NSA system to leading-edge logic customer ✓ Agreement to ship LSA evaluation to 2nd leading memory customer in 2025 ✓ Shipped 300mm GaN on Si eval to Tier 1 Power Device customer Semi Business Outperforms WFE ✓ Record Semi revenue in 2024, grows 13% year-over-year ✓ Record Laser Annealing revenue, driven by growth in mature node shipments, as well as leading-edge shipments for HBM and GAA ✓ Wet Processing growth in 3D Packaging for AI Improved Profitability ✓ Growth in Non-GAAP operating income and EPS ✓ Gross margin approximately flat despite significant investment in evaluation program Strategic Investment For Future Growth ✓ Continued investment in our largest SAM expansion opportunities, including NSA & IBD300 evaluation programs A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. WFE – Wafer Fab Equipment NSA – Nanosecond Annealing LSA – Laser Spike Annealing HBM – High Bandwidth Memory IBD – Ion Beam Deposition SAM – Served Available Market GAA – Gate-All-Around

FY 2024 Highlights • Results above mid-point of updated guidance • Top-line grows 8% year-over-year • Led by 13% YoY growth in Semiconductor business • Non-GAAP Operating Income increases 6% year-over-year Revenue $717M Non-GAAP Operating Income $116M Diluted Non-GAAP EPS Top and bottom line growth driven by strength in 1.74¢ Semiconductor Business

Q4 Financial Highlights • Revenue increases 5% year-over-year • Semiconductor business delivers another solid quarter of revenue, highlighted by record Laser Annealing revenue • Laser Annealing shipments to two leading edge customers Gate-All-Around nodes Revenue $182M Non-GAAP Operating Income $27M Diluted Non-GAAP EPS Solid year-over-year growth, Semiconductor business 0.41¢ comprises 62% of Q4 revenue

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/BSPD 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% 2025-2029 CAGR WFE Growth Veeco Semi SAM Enabling Technologies Enabling technologies for industry inflections provide opportunity to outperform WFE 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. * BSPD – Backside Power Delivery

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

FY 2024 Revenue by Market & Region Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage EMEA APAC China United States $717M Revenue Trend ($M) FY 22 FY 23 FY 24 Semiconductor 369 413 467 Compound Semi 121 87 78 Data Storage 88 88 99 Scientific & Other 68 78 74 Total 646 666 717 Amounts may not calculate precisely due to rounding. ROW is negligible 11% 14% 10% 65% 32% 9% 23% 36% USA China APAC EMEA Revenue Trend ($M) FY 22 FY 23 FY 24 China 124 218 256 APAC 236 209 235 USA 197 163 165 EMEA & ROW 89 77 62 Total 646 666 717

In millions (except per share amounts) GAAP Non-GAAP FY 23 FY 24 FY 23 FY 24 Revenue $666.4 $717.3 $666.4 $717.3 Gross Profit 285.1 304.0 290.2 310.4 Gross Margin 42.8% 42.4% 43.5% 43.3% Operating Expenses 215.1 237.0 180.6 194.4 Operating Income 69.9 67.0 109.6 116.1 Net Income (loss) (30.4) 73.7 98.3 104.3 Diluted Earnings Per Share (0.56) 1.23 1.69 1.74 Diluted Shares 53.8 61.6 60.8 61.2 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. FY Operating Results

Q4 Revenue by Market & Region Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage EMEA APAC China United States $182M Revenue Trend ($M) Q4 23 Q3 24 Q4 24 Semiconductor 115 124 112 Compound Semi 16 16 23 Data Storage 19 33 14 Scientific & Other 23 12 33 Total 174 185 182 Amounts may not calculate precisely due to rounding. ROW is negligible 13% 8% 18% 62% 31% 19% 11% 39% United States China APAC EMEA Revenue Trend ($M) Q4 23 Q3 24 Q4 24 China 66 55 71 APAC 59 61 56 USA 38 59 35 EMEA & ROW 10 10 20 Total 174 185 182

In millions (except per share amounts) GAAP Non-GAAP Q3 24 Q4 24 Q3 24 Q4 24 Revenue $184.8 $182.1 $184.8 $182.1 Gross Profit 79.2 74.0 80.9 75.5 Gross Margin 42.9% 40.6% 43.8% 41.5% Operating Expenses 54.9 70.1 49.9 48.1 Operating Income 24.3 3.9 31.0 27.4 Net Income 22.0 15.0 28.3 24.2 Diluted Earnings Per Share 0.36 0.26 0.46 0.41 Diluted Shares 62.7 60.5 62.2 60.1 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Q4 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 Q4 23 Q3 24 Q4 24 Cash & Short-Term Investments 306 321 345 Accounts Receivable 103 132 97 Inventories 238 242 247 Accounts Payable 42 50 44 Cash Flow from Operations 29 18 28 Capital Expenditures 11 4 5 DSO (days) 53 64 48 DIO (days) 231 207 203 DPO (days) 41 43 37

Q1 2025 Outlook A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. GAAP Non-GAAP Revenue $155M - $175M $155M - $175M Gross Margin ~41% ~42% Operating Expenses $56M - $58M $47M - $49M Net Income $7M - $13M $16M - $22M Diluted Earnings Per Share $0.11 - $0.22 $0.26 - $0.36

Why own ? Long-Term WFE Growth Investment Strategy to Drive Long-Term Value SAM Expansion to Deliver Outperformance 1 2 3 4 Enabling Technologies For Industry Inflections

Q&A

Backup & Financial Tables

Historical Revenue by End-Market Amounts may not calculate precisely due to rounding. $M 2021 2022 2023 2024 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Semi 247.1 77.6 97.5 100.4 93.8 369.4 93.1 106.3 98.2 115.2 412.7 120.4 109.9 124.1 112.1 466.6 Compound Semi 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 22.8 77.6 Data Storage 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 14.1 98.9 Scientific & Other 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 33.0 74.2 Total 583.3 156.4 164.0 171.9 153.8 646.1 153.5 161.6 177.4 173.9 666.4 174.5 175.9 184.8 182.1 717.3

Convertible Notes – Outstanding * Conversion price for 2027 Convertible Notes includes the effect of the Capped Call transaction **Weighted average ***2025 Convertible Notes were settled by issuing 1.1m shares in January 2025 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 December 31, 2024

Effect of Convertible Notes on Diluted EPS (Effective Q4 2024) Based upon current 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. 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 $257 1,788 > $0.17 $234 1,354 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 $1,100 1,788 ≥ $0.69 $1,000 1,354 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 Q3 24 Q4 24 2024 2023 Net sales $184.8 $182.1 $717.3 $666.4 GAAP gross profit 79.2 74.0 304.0 285.1 GAAP gross margin 42.9% 40.6% 42.4% 42.8% Add: Share-based comp 1.6 1.5 6.3 4.9 Add: Other 0.2 - 0.2 0.2 Non-GAAP gross profit $80.9 $75.5 310.4 $290.2 Non-GAAP gross margin 43.8% 41.5% 43.3% 43.5% In millions Q3 24 Q4 24 2024 2023 GAAP Net income (loss) $22.0 $15.0 $73.7 ($30.4) Add: Share-based comp 9.5 9.1 35.9 28.6 Add: Amortization 1.7 1.6 7.0 8.5 Add: Asset impairment - 28.1 28.1 - Add: Changes in contingent consideration (4.6) (16.5) (21..2) 0.7 Add: Sale of productive assets - - (2.0) - Add: Other 0.2 1.2 1.4 1.9 Add: Interest expense (income) (0.3) (0.5) (1.9) 1.2 Add: Other (income) expense, net - - - 97.1 Add: Tax expense (benefit) 2.7 (10.6) (4.9) 2.0 Non-GAAP operating income $31.0 $27.4 $116.1 $109.6 $ millions, except per share amounts Q3 24 Q4 24 2024 2023 GAAP Basic weighted average shares 56.4 56.5 56.4 53.8 GAAP Diluted weighted average shares 62.7 60.5 61.6 53.8 GAAP Basic EPS $0.39 $0.26 $1.31 ($0.56) GAAP Diluted EPS $0.36 $0.26 $1.23 ($0.56) GAAP Net income (loss) $22.0 $15.0 $73.7 ($30.4) Add: Share-based comp 9.5 9.1 35.9 28.6 Add: Amortization 1.7 1.6 7.0 8.5 Add: Asset impairment - 28.1 28.1 - Add: Changes in contingent consideration (4.6) (16.5) (21.2) 0.7 Add: Sale of productive assets - - (2.0) - Add: Other 0.2 1.2 1.4 1.9 Add: Non-cash interest expense 0.3 0.3 1.3 1.1 Add: Other (income) expense, net - - - 97.1 Add: Tax benefit associated with asset impairments - (12.2) (12.2) - Add: Tax adjustment from GAAP to Non-GAAP (0.7) (2.4) (7.5) (9.1) Non-GAAP net income 28.3 24.2 104.3 98.3 Non-GAAP basic EPS $0.50 $0.43 $1.85 $1.83 Non-GAAP diluted EPS $0.46 $0.41 $1.74 $1.69 Non-GAAP basic weighted average shares 56.4 56.5 56.4 53.8 Non-GAAP diluted weighted average shares 62.2 60.1 61.2 60.8 In millions Q3 24 Q4 24 2024 2023 GAAP operating expenses $54.9 $70.1 $237.0 $215.1 Share-based compensation (7.9) (7.6) (29.6) (23.6) Amortization (1.7) (1.6) (7.0) (8.5) Other 4.6 (12.9) (6.1) (2.4) Non-GAAP operating expenses $49.9 $48.1 $194.4 $180.6

$ millions Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $182.1 $182.1 Gross Profit 74.0 1.5 — — 75.5 Gross Margin 40.6% 41.5% Operating Expenses $70.1 (7.6) (1.6) (12.9) $48.1 Operating Income $3.9 9.1 1.6 12.9 $27.4 Net Income $15.0 9.1 1.6 (1.4) $24.2 Q4 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 $15.0 $24.2 Add: Interest on Convertible Senior Notes 0.5 0.5 Net income available to common shareholders 15.5 24.7 Basic weighted average common shares 56.5 56.5 Add: Dilutive effect of share-based awards 1.1 1.1 Add: Dilutive effect of 2025 Convertible Senior Notes 1.1 1.1 Add: Dilutive effect of 2027 Convertible Senior Notes 1.8 1.4 Diluted weighted average common shares 60.5 60.1 Basic income per common share $0.26 $0.43 Diluted income per common share $0.26 $0.41 Other Non-GAAP Adjustments Asset impairment $28.1 Changes in contingent consideration (16.5) Other 1.2 Subtotal 12.9 Non-cash Interest Expense 0.3 Tax benefits associated with asset impairments (12.2) Non-GAAP tax adjustment (2.4) Total Other ($1.4)

$ millions Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $717.3 $717.3 Gross Profit 304.0 6.3 — 0.2 310.4 Gross Margin 42.4% 43.3% Operating Expenses $237.0 (29.6) (7.0) (6.1) $194.4 Operating Income $67.0 35.9 7.0 6.2 $116.1 Net Income $73.7 35.9 7.0 (12.2) $104.3 FY 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 $73.7 $104.3 Add: Interest on Convertible Senior Notes 2.1 1.9 Net income available to common shareholders 75.8 106.2 Basic weighted average common shares 56.4 56.4 Add: Dilutive effect of share-based awards 1.0 1.0 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 1.3 1.3 Diluted weighted average common shares 61.6 61.2 Basic income per common share $1.31 $1.85 Diluted income per common share $1.23 $1.74 Other Non-GAAP Adjustments Asset impairment $28.1 Changes in contingent consideration (21.2) Sale of productive assets (2.0) Other 1.4 Subtotal 6.2 Non-cash Interest Expense 1.3 Tax benefits associated with asset impairments (12.2) Non-GAAP tax adjustment (7.5) Total Other ($12.2)

Reconciliation of GAAP to non-GAAP Financial Data Non-GAAP Adjustments GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $155–$175 $155–$175 Gross Profit 63–72 2 — — 65–74 Gross Margin 41%–41% 42%–42% Operating Expenses $56–$58 (8) (1) — $47–$49 Operating Income $7–$14 10 1 — $18–$25 Net Income $7–$13 10 1 (2) $16–$22 Income per Diluted Share $0.11–$0.22 $0.26–$0.36 Q1 2025 Guidance ($ millions, except per share amounts) Amounts may not calculate precisely due to rounding. Income per Diluted Common Share GAAP Non-GAAP Net income available to common shareholders $7–$13 $16–$22 Basic weighted average common shares 58 58 Add: Dilutive effect of share-based awards 1-1 1-1 Add: Dilutive effect of 2027 Convertible Senior Notes 0-2 1-1 Diluted weighted average common shares 59-61 60 Income per diluted common share $0.11-$0.22 $0.26-$0.36 Reconciliation of GAAP Net Income to non-GAAP Operating Income GAAP Net Income $7–$13 Share-Based Compensation 10 Amortization 1 Income tax expense 0-1 Non-GAAP Operating Income $18–$25

Document and Entity Information	Feb. 12, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 12, 2025
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

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