VEECO INSTRUMENTS INC (Form: 8-K, Received: 05/04/2021 16:14:34)

EXHIBIT 99.1

VEECO REPORTS FIRST QUARTER 2021 FINANCIAL RESULTS

First Quarter 2021 Highlights:

●

Revenues of $133.7 million, compared with $104.5 million in the same period last year

●

GAAP net income of $2.5 million, or $0.05 per diluted share, compared with a loss of $0.6 million, or $0.01 loss per diluted share in the same period last year

●

Non-GAAP net income of $12.6 million, or $0.25 per diluted share, compared with $10.9 million, or $0.22 per diluted share in the same period last year

Plainview, N.Y., May 4, 2021 -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its first quarter ended March 31, 2021. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

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


GAAP Results	Q1 '21		Q1 '20
Revenue	$	133.7	$	104.5
Net income (loss)	$	2.5	$	(0.6)
Diluted earnings (loss) per share	$	0.05	$	(0.01)


Non-GAAP Results	Q1 '21		Q1 '20
Net income (loss)	$	12.6	$	10.9
Operating income (loss)	$	16.1	$	12.7
Diluted earnings (loss) per share	$	0.25	$	0.22

“Veeco started off the year strong by delivering solid first quarter results. We improved revenue and profitability year-on-year as we continued to invest for growth,” commented William J. Miller, Ph.D., Chief Executive Officer. “Revenue in the quarter was driven by our semiconductor and data storage products and we are on track to grow in 2021.”

“We are also making progress toward our long-term growth by actively engaging with customers in the semiconductor and compound semiconductor markets. We shipped multiple evaluation systems to leading device manufacturers as part of our strategy to penetrate targeted high-growth markets. Additionally, construction is well underway at our new San Jose manufacturing facility to better meet the demands of our semiconductor customers.”

Guidance and Outlook

The following guidance is provided for Veeco’s second quarter 2021:

●

Revenue is expected in the range of $125 million to $145 million

●

GAAP diluted earnings (loss) per share are expected in the range of $(0.06) to $0.11

●

Non-GAAP diluted earnings per share are expected in the range of $0.17 to $0.35

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, May 4, 2021 starting at 5:00pm ET. To join the call, dial 1-800-437-2398 (toll free) or 1-929-477-0577 and use passcode 4450990. Participants may also access a live webcast of the call by visiting the investor relations section of Veeco's website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website that evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.

About Veeco

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

Forward-looking Statements

This press release contains “forward-looking statements”, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management’s expectations, estimates, projections and assumptions. Words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates” and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, the impact of the COVID-19 pandemic, our ongoing transformation initiative and the effects thereof on our operations and financial results; and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; the effects of regional or global health epidemics, including the effects of the COVID-19 pandemic on the Company’s operations and on those of our customers and suppliers; global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; our ability to obtain and protect intellectual property rights in key technologies; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this press release or, in the case of any document referenced herein or incorporated by reference, the date of that document. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

-financial tables attached-

Veeco Contacts:

Investors:Anthony Bencivenga (516) 252-1438abencivenga@veeco.com

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

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations

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


	Three months ended March 31,
	2021		2020
Net sales	$	133,714	$	104,502
Cost of sales		78,800		58,083
Gross profit		54,914		46,419
Operating expenses, net:
Research and development		21,844		19,195
Selling, general, and administrative		20,255		18,304
Amortization of intangible assets		3,354		3,837
Restructuring		—		625
Other operating expense (income), net		46		(109)
Total operating expenses, net		45,499		41,852
Operating income (loss)		9,415		4,567
Interest expense, net		(6,623)		(4,866)
Income (loss) before income taxes		2,792		(299)
Income tax expense (benefit)		298		268
Net income (loss)	$	2,494	$	(567)

Income (loss) per common share:
Basic	$	0.05	$	(0.01)
Diluted	$	0.05	$	(0.01)

Weighted average number of shares:
Basic		48,624		47,811
Diluted		53,050		47,811

Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

(in thousands)


	March 31,		December 31,
	2021		2020
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	140,733	$	129,625
Restricted cash		653		658
Short-term investments		186,142		189,771
Accounts receivable, net		87,491		79,991
Contract assets		20,558		21,246
Inventories		156,216		145,906
Deferred cost of sales		596		433
Prepaid expenses and other current assets		25,778		19,301
Total current assets		618,167		586,931
Property, plant and equipment, net		65,207		65,271
Operating lease right-of-use assets		29,548		10,275
Intangible assets, net		42,831		46,185
Goodwill		181,943		181,943
Deferred income taxes		1,440		1,440
Other assets		6,106		6,019
Total assets	$	945,242	$	898,064

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	42,638	$	33,656
Accrued expenses and other current liabilities		51,064		44,876
Customer deposits and deferred revenue		68,907		67,235
Income taxes payable		1,086		914
Total current liabilities		163,695		146,681
Deferred income taxes		5,236		5,240
Long-term debt		324,629		321,115
Operating lease long-term liabilities		31,421		6,305
Other liabilities		7,800		10,349
Total liabilities		532,781		489,690

Total stockholders’ equity		412,461		408,374
Total liabilities and stockholders’ equity	$	945,242	$	898,064

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

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


				Non-GAAP Adjustments
				Share-Based
Three months ended March 31, 2021	GAAP			Compensation	Amortization	Other		Non-GAAP
Net sales	$	133,714						$	133,714
Gross profit		54,914		495		32			55,441
Gross margin		41.1	%						41.5	%
Operating expenses		45,499		(2,742)	(3,354)	(73)			39,330
Operating income (loss)		9,415		3,237	3,354	105	^		16,111
Net income (loss)		2,494		3,237	3,354	3,544	^		12,629

Income (loss) per common share:
Basic	$	0.05						$	0.26
Diluted		0.05							0.25
Weighted average number of shares:
Basic		48,624							48,624
Diluted ⁽¹⁾		53,050							50,880

^	- See table below for additional details.

⁽¹⁾ - The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, no incremental shares are added to the dilutive share count in periods in which the average stock price per share is below $18.46. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, incremental shares are added to the dilutive share count in periods in which the average stock price per share is above $13.98, and the Company is in a net income position. The average stock price for the three months ended March 31, 2021 was $20.80, and therefore 0.8 million shares were included in the non-GAAP diluted share count, and 2.9 million shares were included in the GAAP diluted share count related to the 2027 Notes.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)


Three months ended March 31, 2021
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	$	96
Other		9
Subtotal		105
Non-cash interest expense		3,514
Non-GAAP tax adjustment *		(75)
Total Other	$	3,544

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

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

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

Veeco Instruments Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Data

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


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

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

^	- See table below for additional details.

Veeco Instruments Inc. and Subsidiaries

Other Non-GAAP Adjustments

(in thousands)
(unaudited)


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

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

Veeco Instruments Inc. and Subsidiaries

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

(in thousands)
(unaudited)


	Three months ended		Three months ended
	March 31, 2021		March 31, 2020
GAAP Net income (loss)	$	2,494	$	(567)
Share-based compensation		3,237		3,646
Amortization		3,354		3,837
Restructuring		—		625
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting		96		63
Interest (income) expense, net		6,623		4,866
Income tax expense (benefit)		298		268
Other		9		—
Non-GAAP Operating income (loss)	$	16,111	$	12,738

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
June 30, 2021	GAAP					Compensation	Amortization	Other	Non-GAAP
Net sales	$	125	-	$	145				$	125	-	$	145
Gross profit		50	-		61	1	—	—		51	-		62
Gross margin		40%	-		42%					40%	-		42%
Operating expenses		45	-		47	(3)	(3)	(1)		38	-		40
Operating income (loss)		5	-		14	4	3	1		13	-		22
Net income (loss)	$	(3)	-	$	6	4	3	5	$	9	-	$	18

Income (loss) per diluted common share	$	(0.06)	-	$	0.11				$	0.17	-	$	0.35
Weighted average number of shares ⁽¹⁾		49			53					51			51

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 June 30, 2021
GAAP Net income (loss)	$	(3)	-	$	6
Share-based compensation		4	-		4
Amortization		3	-		3
Interest expense, net		7	-		7
Other		2	-		2
Non-GAAP Operating income (loss)	$	13	-	$	22

Note: Amounts may not calculate precisely due to rounding.

Veeco (Nasdaq: VECO) May 4, 2021 Q1 2021 Financial Results Conference Call

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 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, our ongoing transformation initiative and the effects thereof on our operations and financial results; and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; the effects of regional or global health epidemics, including the effects of the COVID-19 pandemic on the Company’s operations and on those of our customers and suppliers; global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; our ability to obtain and protect intellectual property rights in key technologies; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management’s expectations, estimates, projections and assumptions as of the date of this presentation. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this presentation.

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

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 • Top line driven by Semiconductor and Data Storage markets • Non-GAAP gross margin of ~41% • $10M in cashflow from operations • Broad Semiconductor order momentum • Growth initiatives are aligned with a healthy macro environment 4 Q1 2021 Highlights Revenue Non-GAAP Operating Income Diluted Non-GAAP EPS $134M $16M 25¢ A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation. Solid start to 2021 as we execute on our near and long-term growth plan

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 5 Significant Market Opportunities High Performance Computing University & Government Research 5G / Power / Photonics / MicroLED Cloud / Data Center 5G – Fifth Generation Wireless Technology AP – Advanced Packaging MOCVD – Metal Organic Chemical Vapor Deposition MBE – Molecular Beam Epitaxy ALD – Atomic Layer Deposition Semiconductor Scientific & Other Compound Semiconductor Data Storage Ion Beam Laser Annealing Ion Beam / AP Lithography Wet Processing Wet Processing MOCVD MBE / ALD / Ion Beam Market Served Primary Drivers Primary Veeco Technologies Veeco strategy aligned with healthy industry dynamics

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Execute Near-Term 2021 growth Prepare Long-Term 2022 & beyond Focus profitability & products Maintain Resilience essential business ▪ Laser Annealing ▪ 5G RF ▪ Data Storage ▪ Employees ▪ Service ▪ Supply Chain ▪ Manufacturing ▪ Aggressively invest in evaluation systems ▪ Expand service capability ▪ Selectively increase R&D investments ▪ Defend foundational businesses ▪ Deliver strong operating results ▪ Evaluate product portfolio Improved company performance today while investing for long-term, profitable growth 6 2021 Priorities – Building on a Profitable Growth Plan Growth Phase of Transformation

CFO Financial Review John P. Kiernan

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 8 Q1 2021 Revenue by Market & Region 39% 18% 31% 12% Revenue by Market Revenue by Region Scientific & Other Semiconductor Compound Semiconductor Data Storage 41% 34% 15% 10% EMEA China United States Rest of APAC $134M Amounts may not calculate precisely due to rounding. Revenue Trend ($M) Q1 20 Q4 20 Q1 21 Semiconductor 37 57 52 Compound Semi 18 45 25 Data Storage 39 19 41 Scientific & Other 10 17 16 Total 105 139 134 Rest of World is less than 1%

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Q1 Operating Results 9 In millions (except per share amounts) GAAP Non-GAAP Q4 20 Q1 21 Q4 20 Q1 21 Revenue $138.9 $133.7 $138.9 $133.7 Gross Profit 56.8 54.9 57.4 55.4 Gross Margin 40.9% 41.1% 41.3% 41.5% Operating Expenses 46.2 45.5 39.7 39.3 Operating Income / (Loss) 10.6 9.4 17.6 16.1 Net Income / (Loss) (0.1) 2.5 15.0 12.6 Diluted Earnings/(Loss) Per Share $(0.00) $0.05 $0.30 $0.25 Diluted Shares 48.3 53.1 49.7 50.9 Amounts may not calculate precisely due to rounding. A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Balance Sheet and Cash Flow Highlights 10 $ millions Q4 20 Q1 21 Cash & Short-Term Investments 320 328 Accounts Receivable 80 87 Inventories 146 156 Accounts Payable 34 43 Long-Term Debt 321 325 Cash Flow from Operations 15 10 DSO (days) 52 59 DIO 159 173 DPO 37 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.

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Q2 2021 Guidance 11 GAAP Non-GAAP Revenue $125M - $145M $125M - $145M Gross Margin 40% - 42% 40% - 42% Operating Expenses $45M - $47M $38M - $40M Net Income (Loss) $(3M) - $6M $9M - $18M Earnings (Loss) Per Share $(0.06) – $0.11 $0.17 - $0.35 Diluted Shares 49M – 53M 51M A reconciliation of GAAP to Non-GAAP financial measures can be found in the backup section of this presentation.

Q&A

Backup & Reconciliation Tables

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Convertible Notes 14 Convertible Debt Principal Amount Coupon Annual Cash Interest Annual Non-Cash Interest Initial Conversion Price As of March 31, 2021 Convertible Notes Due Jan 2023 $132M 2.7% $3.6M $5.6 $40.03 Convertible Notes Due Jan 2025 $133M 3.5% $4.6M $4.9 $24.00 Convertible Notes Due June 2027 $125M 3.75% $4.7M $4.1 $18.461 Total Convertible Debt $389M 3.3%2 $12.9M $14.5 (1) Conversion price for 2027 Convertible Notes includes the effect of the Capped Call transaction (2) Weighted average Amounts may not calculate precisely due to rounding.

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Historical Revenue by End-Market 15 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. $M Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Semiconductor 44.6 37.8 41.8 51.3 175.6 37.4 37.5 33.6 57.4 165.9 51.6 Compound Semi 15.0 16.4 26.3 28.1 85.9 18.4 17.7 26.6 45.2 107.9 24.8 Data Storage 19.6 22.7 24.1 17.6 84.1 38.9 28.3 36.9 19.2 123.3 41.0 Scientific & Other 20.2 20.8 16.6 16.2 73.8 9.8 15.1 15.0 17.1 57.0 16.4 Grand Total 99.4 97.8 109.0 113.2 419.3 104.5 98.6 112.1 138.9 454.2 133.7 2019 2021 2020

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 16 Effect of Convertible Notes on Diluted Share Count Average Stock Price per Common Share 2025 Notes 2027 Notes Total 2025 Notes 2027 Notes Total $15.00 - 609 609 - - - $16.00 - 1,130 1,130 - - - $17.00 - 1,589 1,589 - - - $18.00 - 1,998 1,998 - - - $19.00 - 2,363 2,363 - 192 192 $20.00 - 2,692 2,692 - 521 521 $21.00 - 2,990 2,990 - 819 819 $22.00 - 3,260 3,260 - 1,090 1,090 $23.00 - 3,507 3,507 - 1,337 1,337 $24.00 0 3,734 3,734 0 1,563 1,563 $25.00 221 3,942 4,163 221 1,771 1,992 $26.00 425 4,134 4,559 425 1,964 2,388 $27.00 613 4,313 4,926 613 2,142 2,755 $28.00 789 4,478 5,267 789 2,307 3,096 $29.00 952 4,632 5,584 952 2,461 3,413 $30.00 1,104 4,775 5,880 1,104 2,605 3,709 GAAP Approximate Incremental Dilutive Shares (in thousands) Non-GAAP Approximate Incremental Dilutive Shares (in thousands) 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. Based on outstanding Notes as of the end of the most recent quarter. Above table does not include incremental shares associated with the 2023 Notes, for which there is no dilutive impact below an average stock price per share of $40.03. The non-GAAP incremental dilutive shares includes the impact of the Company’s capped call transaction issued concurrently with our 2027 Notes, and as such, no incremental shares are added to the dilutive share count in periods in which the average stock price per share is below $18.46. The GAAP incremental dilutive shares does not include the impact of the Company’s capped call transaction, and as such, incremental shares are added to the dilutive share count in periods in which the average stock price per share is above $13.98, and the Company is in a net income position.

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 Note on Reconciliation Tables 17 These tables include financial measures adjusted for the impact of certain items; these financial measures are therefore not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These Non-GAAP financial measures exclude items such as: share-based compensation expense; charges relating to restructuring initiatives; non-cash asset impairments; certain other non-operating gains and losses; and acquisition-related items such as transaction costs, non-cash amortization of acquired intangible assets, incremental transaction-related compensation, and certain integration costs. These Non-GAAP financial measures may be different from Non-GAAP financial measures used by other companies. Non-GAAP financial measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. By excluding these items, Non-GAAP financial measures are intended to facilitate meaningful comparisons to historical operating results, competitors' operating results, and estimates made by securities analysts. Management is evaluated on key performance metrics including Non-GAAP Operating Income, which is used to determine management incentive compensation as well as to forecast future periods. These Non-GAAP financial measures may be useful to investors in allowing for greater transparency of supplemental information used by management in its financial and operational decision-making. In addition, similar Non-GAAP financial measures have historically been reported to investors; the inclusion of comparable numbers provides consistency in financial reporting. Investors are encouraged to review the reconciliation of the Non-GAAP financial measures used in this news release to their most directly comparable GAAP financial measures.

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 18 Supplemental Information—GAAP to Non-GAAP Reconciliation Amounts may not calculate precisely due to rounding. In millions Q4 20 Q1 21 Net Sales $138.9 $133.7 GAAP Gross Profit 56.8 54.9 GAAP Gross Margin 40.9% 41.1% Add: Share-Based Comp 0.5 0.5 Non-GAAP Gross Profit $57.4 $55.4 Non-GAAP Gross Margin 41.3% 41.5% In millions Q4 20 Q1 21 GAAP Net Income (Loss) $(0.1) $2.5 Add: Share-Based Comp 3.1 3.2 Add: Amortization 3.8 3.4 Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 Add: Interest Expense 6.5 6.6 Add: Loss on extinguishment of debt 4.8 - Add: Tax expense (benefit) (0.6) 0.3 Non-GAAP Operating Income (Loss) $17.6 $16.1 In millions, except per share amounts Q4 20 Q1 21 GAAP Basic weighted average shares 48.3 48.6 GAAP Diluted weighted average shares 48.3 53.1 GAAP Basic EPS $(0.00) $0.05 GAAP Diluted EPS $(0.00) $0.05 GAAP Net Income (Loss) $(0.1) $2.5 Add: Share-Based Comp 3.1 3.2 Add: Amortization 3.8 3.4 Add: Loss on extinguishment of debt 4.8 - Add: Depreciation of PP&E fair value step-up for purchase accounting 0.1 0.1 Add: Non-Cash Interest Expense 3.5 3.5 Add: Tax Adjustment from GAAP to Non-GAAP (0.3) (0.1) Non-GAAP Net Income (Loss) $15.0 $12.6 Non-GAAP Basic EPS $0.31 $0.26 Non-GAAP Diluted EPS $0.30 $0.25 Non-GAAP Basic weighted average shares 48.3 48.6 Non-GAAP Diluted weighted average shares 49.7 50.9

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 19 Q1 2021 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 $133.7 $133.7 Gross Profit 54.9 0.5 55.4 Gross Margin 41.1% 41.5% Operating Expenses 45.5 (2.7) (3.4) (0.1) 39.3 Operating Income (Loss) 9.4 3.2 3.4 0.1 16.1 Net Income (Loss) $2.5 3.2 3.4 3.5 $12.6 Income (Loss) Per Common Share: Basic $0.05 $0.26 Diluted 0.05 0.25 Weighted Average Number of Shares: Basic 48.6 48.6 Diluted 53.1 50.9 Other Non-GAAP Adjustments Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.1 Subtotal 0.1 Non-Cash Interest Expense 3.5 Non-GAAP Tax Adjustment (0.1) Total Other 3.5

Q1 2021 Financial Results Conference Call | All Rights Reserved. ©2021 20 Q2 2021 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 $125–$145 $125–$145 Gross Profit 50–61 1 —— 51–62 Gross Margin 40%–42% 40%–42% Operating Expenses $45–$47 (3) (3) (1) $38–$40 Operating Income (Loss) $5–$14 4 3 1 $13–$22 Net Income (Loss) $(3)–$6 4 3 5 $9–$18 Income (Loss) per Diluted Share $(0.06)–$0.11 $0.17–$0.35 Diluted Weighted Average Shares 49 – 53 51 GAAP Net Income (Loss) $(3)–$6 Share-Based Compensation 4 Amortization 3 Interest Expense, Net 7 Other 2 Non-GAAP Operating Income (Loss) $13–$22

Thank You


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


Exhibit		Description

99.1		Press release issued by Veeco dated May 4, 2021

99.2		Veeco Q1 2021 Conference Call Presentation May 4, 2021

104		Cover Page Interactive Data File (formatted as inline XBRL).


May 4, 2021	VEECO INSTRUMENTS INC.

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


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