UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 
FORM 8-K

 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 
Date of Report (Date of earliest event reported):  August 3 , 2017
 
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):
 
o                   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o                   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o                   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o                   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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 o
 
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. o

 

 
Item 2.02   Results of Operations and Financial Condition.
 
On August 3, 2017, Veeco Instruments Inc. issued a press release announcing its financial results for the quarter ended June 30, 2017.  In connection with the release and the related conference call, Veeco posted a presentation relating to its second quarter 2017 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 	 	Description	
 	 	 	
99.1	 	Press release issued by Veeco dated August 3, 2017	
 	 	 	
99.2	 	Veeco Q2 2017 Conference Call, August 3, 2017	
 
The information in this report, including the exhibits, 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 liabilities under that Section, nor shall this information or these exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

August 3, 2017	VEECO INSTRUMENTS INC.	
 	 	 	
 	By:	/s/ Gregory A. Robbins	
 	Name:	Gregory A. Robbins	
 	Title:	Senior Vice President and General Counsel	
 
EXHIBIT INDEX

Exhibit 	 	Description	
 	 	 	
99.1	 	Press release issued by Veeco dated August 3, 2017	
 	 	 	
99.2	 	Veeco Q2 2017 Conference Call, August 3, 2017	
 
2 

EXHIBIT 99.1

	NEWS	
 	 	
VEECO REPORTS SECOND QUARTER 2017 FINANCIAL RESULTS
 
Second Quarter 2017 Highlights:
 
·                   Revenues of $115.1 million, compared with $75.3 million in the same period last year
·                   GAAP net loss of $18.4 million, or $0.43 per share
·                   Non-GAAP net income of $6.4 million, or $0.15 per share
·                   Non-GAAP adjusted EBITDA of $12.8 million
·                   Completed acquisition of Ultratech, Inc., a leading supplier of lithography, laser-processing and inspection systems addressing the advanced packaging, front-end semiconductor and LED markets
 
Plainview, N.Y., August 3, 2017 — Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its second fiscal quarter ended June 30, 2017. Results are reported in accordance with U.S. generally accepted accounting principles (“GAAP”) and are also reported adjusting for certain items (“Non-GAAP”). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

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

GAAP Results	 	Q2 ‘17	 	Q2 ‘16	 	
Revenue	 	$	115.1	 	$	75.3	 	
Net income (loss)	 	$	(18.4	)	$	(32.1	)	
Diluted earnings (loss) per share	 	$	(0.43	)	$	(0.82	)	

Non-GAAP Results	 	Q2 ‘17	 	Q2 ‘16	 	
Net income (loss)	 	$	6.4	 	$	(7.6	)	
Operating income (loss)	 	$	9.6	 	$	(6.2	)	
Adjusted EBITDA	 	$	12.8	 	$	(2.8	)	
Diluted earnings (loss) per share	 	$	0.15	 	$	(0.19	)	
 
“Veeco delivered another quarter of solid results with revenue of $115 million and non-GAAP EPS of $0.15,” commented John R. Peeler, Chairman and Chief Executive Officer.  “We achieved a key milestone in the quarter having closed the acquisition of Ultratech on May 26, 2017.  As such, our Q2 results include approximately one month of Ultratech’s business.  Excluding Ultratech, our Q2 results were in line with our guidance.  Importantly, backlog continued to grow and bookings increased sequentially from the first quarter.
 
“The integration of Ultratech is proceeding well and we are very optimistic about the potential synergies in both revenue and costs.  In addition, LED industry conditions continue to improve, and we believe we can achieve a stronger second half of 2017,” concluded Mr. Peeler.

 
Guidance and Outlook
 
The following guidance is provided for Veeco’s third quarter 2017:
 
·                   Revenue is expected to be in the range of $125 million to $145 million
·                   Non-GAAP operating income is expected to be in the range of $0 million to $9 million
·                   GAAP earnings (loss) per share are expected to be in the range of ($0.53) to ($0.34)
·                   Non-GAAP earnings (loss) per share are expected to be in the range of ($0.09) to $0.09
 
Note: The revenue guidance range above does not include approximately $20-$25 million of deferred revenue relating to orders for Veeco’s new high-productivity MOCVD systems that are expected to ship in the third quarter.  We will recognize this revenue once the tools are installed and our customers place them into production, which we expect to occur in early 2018.
 
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, August 3, 2017 starting at 5:00pm ET. To join the call, dial 877-857-6151 (toll free) or 719-325-4934 and use passcode 7191473. The call will also be webcast live on the Veeco website at ir.veeco.com. A replay of the webcast will be made available on the Veeco website beginning at 8:00pm ET this evening. We will post an accompanying slide presentation to our website prior to the beginning of the call.
 
About Veeco
 
Veeco (NASDAQ: VECO) is a leading manufacturer of innovative semiconductor process equipment. Our proven MOCVD, lithography, laser annealing, ion beam and single wafer etch & clean technologies play an integral role in producing LEDs for solid-state lighting and displays, and in the fabrication of advanced semiconductor devices.   With equipment designed to maximize performance, yield and cost of ownership, Veeco holds technology leadership positions in all these served markets. To learn more about Veeco’s innovative equipment and services, visit www.veeco.com .
 
Forward-looking Statements
 
To the extent that this news release discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These factors include the risks discussed in the Business Description and Management’s Discussion and Analysis sections of Veeco’s Annual Report on Form 10-K for the year ended December 31, 2016 and in our subsequent quarterly reports on Form 10-Q, current reports on Form 8-K and press releases. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.
 
- financial tables attached-
 
Veeco Contacts:

Investors:	Media:	
Suzanne Schmidt 516-677-0200 x1272	Jeffrey Pina 516-677-0200 x1222	
sschmidt@veeco.com	jpina@veeco.com	
 
2 

 
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Statements of Operations 
(in thousands, except per share amounts)
(unaudited)

 	 	Three months ended June 30,	 	Six months ended June 30,	 	
 	 	2017	 	2016	 	2017	 	2016	 	
Net sales	 	$	115,066	 	$	75,348	 	$	209,452	 	$	153,359	 	
Cost of sales	 	76,346	 	43,909	 	136,533	 	89,964	 	
Gross profit	 	38,720	 	31,439	 	72,919	 	63,395	 	
Operating expenses, net:	 	 	 	 	 	 	 	 	 	
Research and development	 	18,619	 	21,543	 	33,608	 	43,653	 	
Selling, general, and administrative	 	22,698	 	19,995	 	41,801	 	39,834	 	
Amortization of intangible assets	 	6,354	 	5,273	 	9,221	 	10,524	 	
Restructuring	 	3,257	 	2,095	 	4,595	 	2,195	 	
Acquisition costs	 	14,133	 	—	 	15,494	 	—	 	
Asset impairment	 	675	 	13,627	 	1,138	 	13,627	 	
Other, net	 	(10	)	159	 	(87	)	88	 	
Total operating expenses, net	 	65,726	 	62,692	 	105,770	 	109,921	 	
Operating income (loss)	 	(27,006	)	(31,253	)	(32,851	)	(46,526	)	
Interest income (expense), net	 	(4,279	)	185	 	(7,621	)	453	 	
Income (loss) before income taxes	 	(31,285	)	(31,068	)	(40,472	)	(46,073	)	
Income tax expense (benefit)	 	(12,897	)	1,014	 	(23,179	)	1,542	 	
Net income (loss)	 	$	(18,388	)	$	(32,082	)	$	(17,293	)	$	(47,615	)	
 	 	 	 	 	 	 	 	 	 	
Income (loss) per common share:	 	 	 	 	 	 	 	 	 	
Basic	 	$	(0.43	)	$	(0.82	)	$	(0.42	)	$	(1.22	)	
Diluted	 	$	(0.43	)	$	(0.82	)	$	(0.42	)	$	(1.22	)	
 	 	 	 	 	 	 	 	 	 	
Weighted average number of shares:	 	 	 	 	 	 	 	 	 	
Basic	 	42,656	 	38,965	 	41,160	 	39,035	 	
Diluted	 	42,656	 	38,965	 	41,160	 	39,035	 	
 
3 

 
Veeco Instruments Inc. and Subsidiaries
Condensed Consolidated Balance Sheets 
(in thousands)

 	 	June 30,	 	December 31,	 	
 	 	2017	 	2016	 	
 	 	(unaudited)	 	 	 	
Assets	 	 	 	 	 	
Current assets:	 	 	 	 	 	
Cash and cash equivalents	 	$	205,564	 	$	277,444	 	
Short-term investments	 	97,086	 	66,787	 	
Accounts receivable, net	 	108,349	 	58,020	 	
Inventories	 	119,935	 	77,063	 	
Deferred cost of sales	 	4,439	 	6,160	 	
Prepaid expenses and other current assets	 	24,909	 	16,034	 	
Total current assets	 	560,282	 	501,508	 	
Property, plant and equipment, net	 	82,546	 	60,646	 	
Intangible assets, net	 	396,097	 	58,378	 	
Goodwill	 	303,160	 	114,908	 	
Deferred income taxes	 	2,528	 	2,045	 	
Other assets	 	25,056	 	21,047	 	
Total assets	 	$	1,369,669	 	$	758,532	 	
 	 	 	 	 	 	
Liabilities and stockholders’ equity	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	
Accounts payable	 	$	46,040	 	$	22,607	 	
Accrued expenses and other current liabilities	 	44,305	 	33,201	 	
Customer deposits and deferred revenue	 	76,985	 	85,022	 	
Income taxes payable	 	4,316	 	2,311	 	
Current portion of long-term debt	 	1,013	 	368	 	
Total current liabilities	 	172,659	 	143,509	 	
Deferred income taxes	 	46,291	 	13,199	 	
Long-term debt	 	270,071	 	826	 	
Other liabilities	 	11,163	 	6,403	 	
Total liabilities	 	500,184	 	163,937	 	
 	 	 	 	 	 	
Total stockholders’ equity	 	869,485	 	594,595	 	
 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	1,369,669	 	$	758,532	 	
 
4 

 
Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data 
(in thousands, except per share amounts)
(unaudited)

 	 	 	 	Non-GAAP Adjustments	 	 	 	
Three months ended June 30, 2017	 	GAAP	 	Share-Based 
Compensation	 	Amortization	 	Other	 	Non-GAAP	 	
Net sales	 	$	115,066	 	 	 	 	 	 	 	$	115,066	 	
Gross profit	 	38,720	 	500	 	 	 	7,495	 	46,715	 	
Gross margin	 	33.6	%	 	 	 	 	 	 	40.6	%	
Research and development	 	18,619	 	(708	)	 	 	 	 	17,911	 	
Selling, general, and administrative and Other	 	22,688	 	(3,368	)	 	 	(73	)	19,247	 	
Net income (loss)	 	(18,388	)	9,620	 	6,354	 	8,830	 	6,416	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	(0.43	)	 	 	 	 	 	 	$	0.15	 	
Diluted	 	(0.43	)	 	 	 	 	 	 	0.15	 	
Weighted average number of shares:	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	42,656	 	 	 	 	 	 	 	42,884	 	
Diluted	 	42,656	 	 	 	 	 	 	 	43,214	 	
 
Veeco Instruments Inc. and Subsidiaries
Other Non-GAAP Adjustments 
(in thousands)
(unaudited)

Three months ended June 30, 2017	 	 	 	
Restructuring	 	2,416	 	
Acquisition related	 	9,930	 	
Release of inventory fair value step-up associated with the Ultratech purchase accounting	 	7,368	 	
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	 	109	 	
Accelerated depreciation	 	91	 	
Asset impairment	 	675	 	
Non-cash interest expense	 	2,702	 	
Non-GAAP tax adjustment *	 	(14,461	)	
Total Other	 	8,830	 	

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments.
 
These 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 incremental transaction-related compensation.
 
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 Adjusted EBITDA and 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.
 
5 

 
Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Financial Data
(in thousands, except per share amounts)
(unaudited)

 	 	 	 	Non-GAAP Adjustments	 	 	 	
Three months ended June 30, 2016	 	GAAP	 	Share-based
Compensation	 	Amortization	 	Other	 	Non-GAAP	 	
Net sales	 	$	75,348	 	 	 	 	 	 	 	$	75,348	 	
Gross profit	 	31,439	 	486	 	 	 	 	 	31,925	 	
Gross margin	 	41.7	%	 	 	 	 	 	 	42.4	%	
Research and development	 	21,543	 	(940	)	 	 	 	 	20,603	 	
Selling, general, and administrative and Other	 	20,154	 	(2,576	)	 	 	(62	)	17,516	 	
Net income (loss)	 	(32,082	)	4,002	 	5,273	 	15,222	 	(7,585	)	
 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per common share:	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	$	(0.82	)	 	 	 	 	 	 	$	(0.19	)	
Diluted	 	(0.82	)	 	 	 	 	 	 	(0.19	)	
Weighted average number of shares:	 	 	 	 	 	 	 	 	 	 	 	
Basic	 	38,965	 	 	 	 	 	 	 	38,965	 	
Diluted	 	38,965	 	 	 	 	 	 	 	38,965	 	
 
Veeco Instruments Inc. and Subsidiaries
Other Non-GAAP Adjustments
(in thousands)
(unaudited)

Three months ended June 30, 2016	 	 	 	
Asset impairment	 	13,627	 	
Restructuring	 	2,095	 	
Acquisition related	 	62	 	
Non-GAAP tax adjustment	 	(562	)	
Total Other	 	15,222	 	

* - The ‘with or without’ method is utilized to determine the income tax effect of all non-GAAP adjustments.
 
These 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 incremental transaction-related compensation.
 
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 Adjusted EBITDA and 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.
 
6 

 
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	 	
 	 	June 30, 2017	 	June 30, 2016	 	
GAAP Net income (loss)	 	$	(18,388	)	$	(32,082	)	
Share-based compensation	 	9,620	 	4,002	 	
Amortization	 	6,354	 	5,273	 	
Restructuring	 	2,416	 	2,095	 	
Acquisition related	 	9,930	 	62	 	
Release of inventory fair value step-up associated with the Ultratech purchase accounting	 	7,368	 	—	 	
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	 	109	 	—	 	
Accelerated depreciation	 	91	 	—	 	
Asset impairment	 	675	 	13,627	 	
Interest (income) expense	 	4,279	 	(185	)	
Income tax expense (benefit)	 	(12,897	)	1,014	 	
Non-GAAP Operating Income (loss)	 	$	9,557	 	$	(6,194	)	
 
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 incremental transaction-related compensation.
 
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 Adjusted EBITDA and 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.
 
7 

 
Veeco Instruments Inc. and Subsidiaries
Reconciliation of GAAP Net Income (loss) to Adjusted EBITDA
(in thousands)
(unaudited)

 	 	Three months ended	 	Three months ended	 	
 	 	June 30, 2017	 	June 30, 2016	 	
GAAP Net income (loss)	 	$	(18,388	)	$	(32,082	)	
Share-based compensation	 	9,620	 	4,002	 	
Amortization	 	6,354	 	5,273	 	
Restructuring	 	2,416	 	2,095	 	
Acquisition related	 	9,930	 	62	 	
Release of inventory fair value step-up associated with the Ultratech purchase accounting	 	7,368	 	—	 	
Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting	 	109	 	—	 	
Accelerated depreciation	 	91	 	—	 	
Asset impairment	 	675	 	13,627	 	
Interest (income) expense	 	4,279	 	(185	)	
Depreciation	 	3,267	 	3,424	 	
Income tax expense (benefit)	 	(12,897	)	1,014	 	
Adjusted EBITDA	 	$	12,824	 	$	(2,770	)	
 
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 incremental transaction-related compensation.
 
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 Adjusted EBITDA and 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.
 
8 

 
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 ended September 30, 2017	 	GAAP	 	Share-based
Compensation	 	Amortization	 	Other	 	Non-GAAP	 	
Net sales	 	$	125	 	-	 	$	145	 	 	 	 	 	 	 	125	 	-	 	145	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Gross profit	 	46	 	-	 	56	 	1	 	—	 	3	 	50	 	-	 	60	 	
Gross margin	 	37	%	-	 	39	%	 	 	 	 	 	 	39	%	-	 	41	%	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	 	$	(25	)	-	 	$	(16	)	5	 	13	 	3	 	(4	)	-	 	5	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per diluted common share	 	$	(0.53	)	-	 	$	(0.34	)	 	 	 	 	 	 	$	(0.09	)	-	 	$	0.09	 	
Weighted average number of shares	 	47	 	 	 	47	 	 	 	 	 	 	 	47	 	 	 	48	 	

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 ended September 30, 2017	 	 	 	 	 	 	 	
GAAP Net income (loss)	 	$	(25	)	-	 	$	(16	)	
Share-based compensation	 	5	 	-	 	5	 	
Amortization	 	13	 	-	 	13	 	
Restructuring	 	2	 	-	 	2	 	
Acquisition related	 	1	 	-	 	1	 	
Release of inventory fair value step-up associated with the Ultratech purchase accounting	 	3	 	-	 	3	 	
Interest expense, net	 	5	 	-	 	5	 	
Income tax expense (benefit)	 	(4	)	-	 	(4	)	
Non-GAAP Operating Income	 	$	-	 	-	 	$	9	 	
 	 	 	 	 	 	 	 	
Note: Amounts may not calculate precisely due to rounding.	 	 	 	 	 	 	 	
 
These 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 incremental transaction-related compensation.
 
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 Adjusted EBITDA and 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.
 
9 

Exhibit 99.2
Q2 2017 Conference Call Veeco Instruments Inc. August 3, 2017

Safe Harbor To the extent that this presentation discusses expectations or otherwise makes statements about the future, such statements are forward-looking and are subject to a number of risks and uncertainties that could cause actual results to differ materially from the statements made. These items include the risk factors discussed in the Business Description and Management's Discussion and Analysis sections of Veeco's Annual Report on Form 10-K for the year ended December 31, 2016 and subsequent Quarterly Reports on Form 10-Q and current reports on Form 8-K. Veeco does not undertake any obligation to update any forward-looking statements to reflect future events or circumstances after the date of such statements.

CEO Introduction John Peeler

Represents Veeco excluding Ultratech, Inc., which Veeco acquired on May 26, 2017 15¢ Non-GAAP EPS $115M Revenue Q2 2017 Highlights Bookings up sequentially; backlog building Revenue and Adjusted EBITDA* in line with guidance MOCVD & PSP System demand drove results in Lighting, Display & Power Completed strategic acquisition of Ultratech to build scale and diversify revenue $123M Bookings Q2 Results $12.8M Adjusted EBITDA Note: A reconciliation of GAAP to Non-GAAP financial measures may be found in Back-up & Reconciliation Tables

Ultratech At a Glance Blue-chip customer base Lithography for Advanced Packaging Comprehensive portfolio, addressing critical A/P process steps Together with Veeco’s Ion Beam Deposition and Etch, addresses emerging opportunities with greater scale LSA and 3D Inspection for Semiconductor Manufacturing Laser Annealing/Millisecond Anneal - Required for Logic at 28nm and below 3D Inspection Tool - Addresses both Logic and Memory Track Record of Technology Leadership

CFO Financial Review Sam Maheshwari

Q2 2017 Revenue Breakdown by End Market and Geography Lighting, Display & Power Electronics driven by continued roll-out of MOCVD and PSP systems into China Q2 2017 Revenue by End Market Q2 2017 Revenue by Geography Note: Amounts may not calculate precisely due to rounding 19% Advanced Packaging, MEMS & RF 9% Front-End Semi 49% Lighting, Display & Power Electronics $115M 43% Rest of World 23% China 16% EMEA 18% United States 23% Scientific & Industrial Concentration of revenue from China decreased from 43% last quarter

P&L Highlights ($M) Q1 17 Q2 17 Q1 17 Q2 17 Revenue $94.4 $115.1 $94.4 $115.1 Gross Profit 34.2 38.7 34.9 46.7 % 36.2% 33.6% 37.0% 40.6% R&D 15.0 18.6 14.6 17.9 SG&A & Other 20.4 22.7 15.9 19.2 Operating Income (5.8) (27.0) 4.4 9.6 Net Income 1.1 (18.4) 3.6 6.4 EPS $0.03 ($0.43) $0.09 $0.15 Adjusted EBITDA 7.3 12.8 % 7.7% 11.1% GAAP Non-GAAP Note: Amounts may not calculate precisely due to rounding A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables Gross margins reflect favorable mix, and the inclusion of Ultratech results from the acquisition date (May 26, 2017)

($M) Q4 16 Q1 17 Q2 17 Cash & Short-term Investments 344 682 303 Accounts Receivable 58 51 108 Inventories 77 65 120 Accounts Payable 23 31 46 Long-term Debt 0.8 268 270 Cash Flow from Operations 0.4 6.3 (15.9) Financial Highlights DSO 56 49 85 DOI 134 107 109 DPO 36 47 54 Note: Amounts may not calculate precisely due to rounding Cash balance primarily reflects net cash used for Ultratech acquisition of $378 million.

Q3 2017 Guidance Revenue $125M–$145M $125M–$145M Gross Margins 37%–39% 39%–41% Net Income (Loss) ($25M)–($16M) ($4M)–$5M Earnings Per Share ($0.53)–($0.34) ($0.09)–$0.09 Non-GAAP Operating Income $0M–$9M Non-GAAP GAAP Note: A reconciliation of GAAP to Non-GAAP financial measures is contained in the Back Up & Reconciliation Tables

Business Update & Outlook

Veeco MOCVD – Sustaining Our Leading Market Position Demand driven by: Continued migration to larger sized TVs; - requiring more LEDs to backlight Growing adoption of Fine-pitch Display; - stadiums, lobbies, retail Market strength drawing competition from China Chinese competitors trying to close gap Executing technology roadmap New EPIK tool – the industry benchmark for highest productivity per fab foot - doubles capacity of EPIK 700 Multiple system orders received from leading LED manufacturers Stadium fine-pitch LED display New Product Formal launch soon

Veeco Advanced Packaging, MEMS and RF Booked multiple orders for Wafer Level Packaging (WLP), Cu Pillar, optical sensor and LED applications Achieved significant milestone with major memory manufacturer Advanced Packaging Lithography capacity expansion being moderated due to slower production of logic die for high end mobile devices Veeco PSP and Lithography positioned for longer term growth Foundry and OSAT utilization projected to approach 80-90% to support wider adoption of Fan-Out Wafer Level Packaging (FOWLP) applications Advanced FOWLP gaining traction with adoption of 7nm node, that will drive A/P capacity increase in early 2018 MEMS market accelerating RF market showing signs of recovery

Ultratech Update – Integration on Track Integration proceeding well Key milestones achievable over next 18-24 months ERP conversion Field integration Material cost reductions Focused R&D projects Synergies greater than originally anticipated Acquisition Closed May 26, 2017 Platform to Deliver Enhanced Shareholder Value Accelerates growth potential in Advanced Packaging Expected to increase scale and diversify revenue

Summary 2017 will be a transformative year for Veeco Backlog building – expect stronger 2H Ultratech integration on track Veeco executing on strategy to increase scale, diversify revenue and improve profitability

Q&A

Back Up & Reconciliation Tables

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, and incremental transaction-related compensation. 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 Adjusted EBITDA and 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.

Supplemental Information—GAAP to Non-GAAP Reconciliation US$ millions Q1 17 Q2 17 GAAP Net Income (Loss) $1.1 $(18.4) Add: Share-Based Comp 4.2 9.6 Add: Amortization 2.9 6.4 Add: Restructuring 1.3 2.4 Add: Acquisition Related 1.4 9.9 Add: Release of inventory fair value step-up for purchase accounting - 7.4 Add: Depreciation of PP&E fair value step-up for purchase accounting - 0.1 Add: Accelerated Depreciation 0.1 0.1 Add: Depreciation 2.8 3.2 Add: Asset Impairment 0.5 0.7 Add: Interest Expense 3.3 4.3 Subtract: Tax benefit (10.3) (12.9) Adjusted EBITDA $7.3 $12.8 Note: Amounts may not calculate precisely due to rounding US$ millions Q1 17 Q2 17 Net Sales $94.4 $115.1 GAAP Gross Profit 34.2 38.7 GAAP Gross Margin 36.2% 33.6% Add: Release of inventory fair value step-up for purchase accounting - 7.4 Add: Share-Based Comp 0.7 0.5 Add: Accelerated Depreciation 0.1 0.1 Non-GAAP Gross Profit $34.9 $46.7 Non-GAAP Gross Margin 37.0% 40.6% US$ millions, except per share data Q1 17 Q2 17 GAAP Basic EPS 0.03 (0.43) GAAP Diluted EPS 0.03 (0.43) GAAP Net Income (Loss) 1.1 (18.4) Add: Share-Based Comp 4.2 9.6 Add: Amortization 2.9 6.4 Add: Restructuring 1.3 2.4 Add: Acquisition Related 1.4 9.9 Add: Release of inventory fair value step-up for purchase accounting - 7.4 Add: Depreciation of PP&E fair value step-up for purchase accounting - 0.1 Add: Accelerated Depreciation 0.1 0.1 Add: Asset Impairment 0.5 0.7 Add: Non-Cash Interest Expense 2.2 2.7 Add: Tax Adjustment from GAAP to Non-GAAP (9.9) (14.5) Non-GAAP Net Income (Loss) 3.6 6.4 Non-GAAP Basic EPS 0.09 0.15 Non-GAAP Diluted EPS 0.09 0.15 US$ millions Q1 17 Q2 17 GAAP Net Income (Loss) $1.1 $(18.4) Add: Share-Based Comp 4.2 9.6 Add: Amortization 2.9 6.4 Add: Restructuring 1.3 2.4 Add: Acquisition Related 1.4 9.9 Add: Release of inventory fair value step-up for purchase accounting - 7.4 Add: Depreciation of PP&E fair value step-up for purchase accounting - 0.1 Add: Accelerated Depreciation 0.1 0.1 Add: Asset Impairment 0.5 0.7 Add: Interest Expense 3.3 4.3 Subtract: Tax benefit (10.3) (12.9) Non-GAAP Operating Income $4.5 $9.6

Q2 2017 GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $115.1 $115.1 Gross Profit 38.7 0.5 7.5 46.7 Gross Margin 33.6% 40.6% Research and Development 18.6 (0.7) 17.9 Selling, General, and Administrative and Other 22.7 (3.4) (0.1) 19.2 Net Income (Loss) $(18.4) 9.6 6.4 8.8 $6.4 Income (Loss) Per Common Share: Basic $(0.43) $0.15 Diluted (0.43) 0.15 Weighted Average Number of Shares: Basic 42.7 42.9 Diluted 42.7 43.2 Other Non-GAAP Adjustments Restructuring 2.4 Acquisition Related 9.9 Release of inventory fair value step-up associated with the Ultratech purchase accounting 7.4 Depreciation of PP&E fair value step-up associated with the Ultratech purchase accounting 0.1 Accelerated Depreciation 0.1 Asset Impairment 0.7 Non-Cash Interest Expense 2.7 Non-GAAP Tax Adjustment (14.5) Total Other 8.8 Note: Amounts may not calculate precisely due to rounding

Q3 2017 Guidance GAAP to Non-GAAP Reconciliation Non-GAAP Adjustments In millions, except per share data GAAP Share-Based Compensation Amortization Other Non-GAAP Net Sales $125–$145 $125–$145 Gross Profit 46–56 1 — 3 50–60 Gross Margin 37%–39% 39%–41% Net Income (Loss) ($25)–($16) 5 13 3 ($4)–$5 Income (Loss) per Diluted Share ($0.53)–($0.34) ($0.09)–$0.09 GAAP Net Income (Loss) ($25)–($16) Share-Based Compensation 5 Amortization 13 Restructuring 2 Acquisition related expense 1 Release of inventory fair value step-up associated with Ultratech purchase accounting 3 Interest Expense 5 Income Tax Expense (Benefit) (4) Non-GAAP Operating Income $0–$9 Non-GAAP Adjustments Note: Amounts may not calculate precisely due to rounding

Historical Revenue by Market (New Category vs. Old Category) New Market Category Q1 16 Q2 16 Q3 16 Q4 16 FY 16 Q1 17 Q2 17 Lighting, Display & Power Electronics 22.9 24.8 49.4 39.1 136.2 54.2 56.2 Advanced Packaging, MEMS & RF 23.3 17.0 12.1 15.9 68.3 11.6 21.4 Scientific & Industrial (includes Data Storage) 30.8 31.8 21.0 36.0 119.6 27.2 27.0 Front-End Semiconductor (previously in Scientific & Industrial) 1.0 1.8 3.0 2.5 8.3 1.5 10.4 Old Market Category Q1 16 Q2 16 Q3 16 Q4 16 FY 16 Q1 17 Q2 17 Lighting, Display & Power Electronics 22.9 24.8 49.4 39.1 136.2 54.2 56.2 Advanced Packaging, MEMS & RF 23.3 17.0 12.1 15.9 68.3 11.6 21.4 Scientific & Industrial 14.9 19.8 13.9 26.3 74.9 15.1 26.5 Data Storage 16.9 13.7 10.0 12.4 53.0 13.6 10.9 $M $M