GlobeNewswire Inc | Feb 11, 2021 04:05PM EST

February 11, 2021

Fourth Quarter 2020 Highlights:

-- Revenues of $138.9 million, compared with $113.2 million in the same period last year -- GAAP net loss of $0.1 million, or $(0.00) per diluted share, compared with a loss of $32.9 million, or $0.69 loss per diluted share in the same period last year -- Non-GAAP net income of $15.0 million, or $0.30 per diluted share, compared with $5.4 million, or $0.11 per diluted share in the same period last year

PLAINVIEW, N.Y., Feb. 11, 2021 (GLOBE NEWSWIRE) -- Veeco Instruments Inc. (Nasdaq: VECO) today announced financial results for its fourth quarter and fiscal year ended December 31, 2020. Results are reported in accordance with U.S. generally accepted accounting principles (GAAP) and are also reported adjusting for certain items (Non-GAAP). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

U.S. Dollars in millions, except per share data 4th Quarter Full YearGAAPResults Q4 '20 Q4 '19 2020 2019 Revenue $ 138.9 $ 113.2 $ 454.2 $ 419.3 Net income $ (0.1 ) $ (32.9 ) $ (8.4 ) $ (78.7 )(loss)Dilutedearnings (loss) $ (0.00 ) $ (0.69 ) $ (0.17 ) $ (1.66 )per share

4th Quarter Full YearNon-GAAPResults Q4 '20 Q4 '19 2020 2019 Net income (loss) $ 15.0 $ 5.4 $ 42.3 $ (1.3 )Operating income (loss) $ 17.6 $ 7.4 $ 52.5 $ 5.1 Diluted earnings (loss) per share $ 0.30 $ 0.11 $ 0.86 $ (0.03 )

Our year-over-year financial performance dramatically improved in 2020 and we are proud to conclude this remarkable year of transformation by delivering solid fourth quarter results. These fourth quarter results were driven primarily by system sales in support of semiconductor advanced-node manufacturing, as well as compound semiconductor system sales for 5G RF applications, commented William J. Miller, Ph.D., Chief Executive Officer.

We enter 2021 with healthy backlog, strong customer engagements and overall positive momentum. We look forward to executing our near-term growth strategy driven in large part by our Laser Annealing, 5G RF and Data Storage applications.

Guidance and Outlook

The following guidance is provided for Veecos first quarter 2021:

-- Revenue is expected in the range of $115 million to $135 million -- GAAP diluted earnings (loss) per share are expected in the range of $(0.09) to $0.09 -- Non-GAAP diluted earnings per share are expected in the range of $0.12 to $0.30

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, February 11, 2021 starting at 5:00pm ET. To join the call, dial 1-866-248-8441 (toll free) or 1-929-477-0577 and use passcode 7940308. 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 Veecos 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 managements 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 Companys 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 managements 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.

Veeco Contacts: Investors: Anthony Bencivenga (516) 252-1438 abencivenga@veeco.comMedia: Kevin Long (516) 714-3978 klong@veeco.com

Veeco InstrumentsInc. and SubsidiariesCondensed Consolidated Statements of Operations(in thousands, except per share amounts)(unaudited)

Three months ended Year ended December31, December31, 2020 2019 2020 2019 Net sales $ 138,946 $ 113,202 $ 454,163 $ 419,349 Cost of sales 82,101 68,232 259,863 261,155 Gross profit 56,845 44,970 194,300 158,194 Operating expenses, net:Research and 21,417 21,655 78,994 90,557 developmentSelling,general, and 20,710 19,128 76,251 79,749 administrativeAmortizationof intangible 3,831 4,312 15,333 17,085 assetsRestructuring ? 2,529 1,097 6,403 Asset ? 4,020 281 4,020 impairmentOtheroperating 281 190 (221 ) (42 )expense(income), netTotaloperating 46,239 51,834 171,735 197,772 expenses, netOperating 10,606 (6,864 ) 22,565 (39,578 )income (loss)Interest (6,516 ) (4,663 ) (23,188 ) (17,405 )expense, netOther income (4,794 ) (20,973 ) (7,841 ) (20,973 )(expense), netIncome (loss)before income (704 ) (32,500 ) (8,464 ) (77,956 )taxesIncome taxexpense (602 ) 371 (73 ) 777 (benefit)Net income $ (102 ) $ (32,871 ) $ (8,391 ) $ (78,733 )(loss) Income (loss)per common share:Basic $ (0.00 ) $ (0.69 ) $ (0.17 ) $ (1.66 )Diluted $ (0.00 ) $ (0.69 ) $ (0.17 ) $ (1.66 ) Weightedaverage number of shares:Basic 48,340 47,519 48,362 47,482 Diluted 48,340 47,519 48,362 47,482

Veeco InstrumentsInc. and SubsidiariesCondensed Consolidated Balance Sheets(in thousands)

December31, December31, 2020 2019 (unaudited) Assets Current assets: Cash and cash equivalents $ 129,625 $ 129,294Restricted cash 658 657Short-term investments 189,771 115,252Accounts receivable, net 79,991 45,666Contract assets 21,246 25,351Inventories 145,906 133,067Deferred cost of sales 433 445Prepaid expenses and other current assets 19,301 14,966Assets held for sale ? 11,180Total current assets 586,931 475,878Property, plant and equipment, net 65,271 75,711Operating lease right-of-use assets 10,275 14,453Intangible assets, net 46,185 61,518Goodwill 181,943 181,943Deferred income taxes 1,440 1,549Other assets 6,019 7,036Total assets $ 898,064 $ 818,088 Liabilities and stockholders? equity Current liabilities: Accounts payable $ 33,656 $ 21,281Accrued expenses and other current 44,876 41,243liabilitiesCustomer deposits and deferred revenue 67,235 54,870Income taxes payable 914 830Total current liabilities 146,681 118,224Deferred income taxes 5,240 5,648Long-term debt 321,115 300,068Operating lease long-term liabilities 6,305 10,300Other liabilities 10,349 9,336Total liabilities 489,690 443,576 Total stockholders? equity 408,374 374,512Total liabilities and stockholders? equity $ 898,064 $ 818,088

Veeco InstrumentsInc. and SubsidiariesReconciliation of GAAP to Non-GAAP Financial Data(in thousands, except per share amounts)(unaudited)

Non-GAAPAdjustments Share-Based Three monthsended GAAP Compensation Amortization Other Non-GAAP December31,2020Net sales $ 138,946 $ 138,946 Gross profit 56,845 486 20 57,351 Gross margin 40.9 % 41.3 %Operating 46,239 (2,656 ) (3,831 ) (41 ) 39,711 expensesOperating 10,606 3,142 3,831 61 ^ 17,640 income (loss)Net income (102 ) 3,142 3,831 8,085 ^ 14,956 (loss) Income (loss)per common share:Basic $ (0.00 ) $ 0.31 Diluted (0.00 ) 0.30 Weightedaverage number ofshares:Basic 48,340 48,340 Diluted 48,340 49,663 ^- Seetable belowfor additionaldetails.



Veeco InstrumentsInc. and SubsidiariesOther Non-GAAP Adjustments(in thousands)(unaudited)

Three months ended December31, 2020 Depreciation of PP&E fair value step-up associated with the $ 61 Ultratech purchase accountingSubtotal 61 Non-cash interest expense 3,511 Loss on extinguishment of debt 4,794 Non-GAAP tax adjustment * (281 )Total Other $ 8,085 *- 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 InstrumentsInc. and SubsidiariesReconciliation of GAAP to Non-GAAP Financial Data(in thousands, except per share amounts)(unaudited)

Non-GAAPAdjustments Share-based Three monthsended GAAP Compensation Amortization Other Non-GAAP December31,2019Net sales $ 113,202 $ 113,202 Gross profit 44,970 455 29 45,454 Gross margin 39.7 % 40.2 %Operating 51,834 (3,287 ) (4,312 ) (6,213 ) 38,022 expensesOperating (6,864 ) 3,742 4,312 6,242 ^ 7,432 income (loss)Net income (32,871 ) 3,742 4,312 30,262 ^ 5,445 (loss) Income (loss)per common share:Basic $ (0.69 ) $ 0.11 Diluted (0.69 ) 0.11 Weightedaverage number ofshares:Basic 47,519 47,519 Diluted 47,519 48,404 ^- Seetable belowfor additionaldetails.

Veeco InstrumentsInc. and SubsidiariesOther Non-GAAP Adjustments(in thousands)(unaudited)

Three months ended December31, 2019 Restructuring $ 2,132 Asset impairment 4,020 Depreciation of PP&E fair value step-up associated with the 90 Ultratech purchase accountingSubtotal 6,242 Non-cash interest expense 3,257 Impairment of equity investments 20,973 Non-GAAP tax adjustment * (210 )Total Other $ 30,262 *- 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 InstrumentsInc. and SubsidiariesReconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (loss)(in thousands)(unaudited)

Three months Three months ended ended December31, December31, 2020 2019GAAP Net income (loss) $ (102 ) $ (32,871 )Share-based compensation 3,142 3,742 Amortization 3,831 4,312 Restructuring ? 2,132 Asset impairment ? 4,020 Depreciation of PP&E fair value step-upassociated with the Ultratech purchase 61 90 accountingInterest (income) expense, net 6,516 4,663 Impairment of equity investments ? 20,973 Loss on extinguishment of debt 4,794 ? Income tax expense (benefit) (602 ) 371 Non-GAAP Operating income (loss) $ 17,640 $ 7,432

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.

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 InstrumentsInc. and SubsidiariesReconciliation of GAAP to Non-GAAP Financial Data(in thousands, except per share amounts)(unaudited)

Non-GAAPAdjustments Share-based For the yearended GAAP Compensation Amortization Other Non-GAAP December31,2020Net sales $ 454,163 $ 454,163 Gross profit 194,300 1,870 348 196,518 Gross margin 42.8 % 43.3 %Operating 171,735 (10,833 ) (15,333 ) (1,530 ) 144,039 expensesOperating 22,565 12,703 15,333 1,878 ^ 52,479 income (loss)Net income (8,391 ) 12,703 15,333 22,684 ^ 42,329 (loss) Income (loss)per common share:Basic $ (0.17 ) $ 0.88 Diluted (0.17 ) 0.86 Weightedaverage number ofshares:Basic 48,362 48,362 Diluted 48,362 49,309 ^- Seetable belowfor additionaldetails.

Veeco Instruments Inc. and SubsidiariesOther Non-GAAP Adjustments(in thousands)(unaudited)

For the year ended December31, 2020 Restructuring $ 1,097 Asset impairment 281 Release of inventory fair value step-up associated with 273 the Ultratech purchase accountingDepreciation of PP&E fair value step-up associated with 227 the Ultratech purchase accountingSubtotal 1,878 Non-cash interest expense 13,792 Loss on extinguishment of debt 7,841 Non-GAAP tax adjustment * (827 )Total Other $ 22,684 *- The 'with or without' method is utilized todetermine 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 SubsidiariesReconciliation of GAAP to Non-GAAP Financial Data(in thousands, except per share amounts)(unaudited)

Non-GAAPAdjustments Share-based For the yearended GAAP Compensation Amortization Other Non-GAAPDecember31,2019Net sales $ 419,349 $ 419,349 Gross profit 158,194 1,903 1,453 161,550 Gross margin 37.7 % 38.5 %Operating 197,772 (13,367 ) (17,085 ) (10,841 ) 156,479 expensesOperating (39,578 ) 15,270 17,085 12,294 ^ 5,071 income (loss)Net income (78,733 ) 15,270 17,085 45,102 ^ (1,276 )(loss) Income (loss)per common share:Basic $ (1.66 ) $ (0.03 )Diluted (1.66 ) (0.03 )Weightedaverage number ofshares:Basic 47,482 47,482 Diluted 47,482 47,482 ^- Seetable belowfor additionaldetails.

Veeco Instruments Inc. and SubsidiariesOther Non-GAAP Adjustments(in thousands)(unaudited)

For the year ended December31, 2019 Restructuring $ 6,006 Asset impairment 4,020 Release of inventory fair value step-up associated with 1,270 the Ultratech purchase accountingDepreciation of PP&E fair value step-up associated with 557 the Ultratech purchase accountingAccelerated depreciation 397 Other 44 Subtotal 12,294 Non-cash interest expense 12,676 Impairment of equity investments 20,973 Non-GAAP tax adjustment * (841 )Total Other $ 45,102 *- The 'with or without' method is utilized todetermine 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 InstrumentsInc. and SubsidiariesReconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (loss)(in thousands)(unaudited)

Year ended Year ended December31, December31, 2020 2019GAAP Net income (loss) $ (8,391 ) $ (78,733 )Share-based compensation 12,703 15,270 Amortization 15,333 17,085 Restructuring 1,097 6,006 Asset impairment 281 4,020 Release of inventory fair value step-upassociated with the Ultratech purchase 273 1,270 accountingDepreciation of PP&E fair value step-upassociated with the Ultratech purchase 227 557 accountingAccelerated depreciation ? 397 Other ? 44 Interest (income) expense, net 23,188 17,405 Impairment of equity investment ? 20,973 Loss on extinguishment of debt 7,841 ? Income tax expense (benefit) (73 ) 777 Non-GAAP Operating income (loss) $ 52,479 $ 5,071

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.

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 InstrumentsInc. and SubsidiariesReconciliation of GAAP to Non-GAAP Financial Data(in millions, except per share amounts)(unaudited)

Non-GAAPAdjustments Guidancefor thethree Share-based monthsendingMarch 31, GAAP Compensation Amortization Other Non-GAAP 2021Net sales $ 115 - $ 135 $ 115 - $ 135 Gross 47 - 58 ? ? ? 47 - 58 profitGross 40 % - 42 % 40 % - 42 % marginOperating 44 - 46 (3 ) (4 ) ? 37 - 39 expensesOperatingincome 3 - 12 3 4 ? 10 - 19 (loss)Netincome $ (4 ) - $ 5 3 4 3 $ 6 - $ 15 (loss) Income(loss)per $ (0.09 ) - $ 0.09 $ 0.12 - $ 0.30 dilutedcommonshareWeightedaveragenumber of 49 53 50 50 shares ^(1) ^(1)- The non-GAAP incremental dilutive shares includes the impact of theCompany?s capped call transaction issued concurrently with our 2027 Notes, andas such, no incremental shares are added to the dilutive share count in periodsin which the average stock price per share is below $18.46. The GAAPincremental dilutive shares does not include the impact of the Company?s cappedcall transaction, and as such, incremental shares are added to the dilutiveshare count in periods in which the average stock price per share is above$13.98, and the Company is in a net income position.



Veeco InstrumentsInc. and SubsidiariesReconciliation of GAAP Net Income (loss) to Non-GAAP Operating Income (Loss)(in millions)(unaudited)

Guidance for the three months ending March 31, 2021GAAP Net income (loss) $ (4 ) - $ 5Share-based compensation 3 - 3Amortization 4 - 4Interest expense, net 7 - 7Non-GAAP Operating income (loss) $ 10 - $ 19

Note: Amounts may not calculate precisely due to rounding.

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.