Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Terminal Drive Plainview, New York 11803 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 677-0200 Securities registered pursuant to Section 12(b) of the Act: OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 1 ...

MAKING A MATERIAL DIFFERENCE | --- | --- | --- | --- | |-------|----------------------|-------|-------| | | | | | | | | | | | | Q4 2020 | | | | | Financial Results | | | | | Conference Call | | | | | Veeco (Nasdaq: VECO) | | | | | February 11, 2021 | | | Safe Harbor This presentation contains "forward-looking statements", within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management's expectations, estimates, projectio ...

Financial Data and Key Metrics Changes - Revenue for the full year 2020 was $454 million, compared to $419 million in 2019, representing an increase of 8.3% [14] - Gross margin improved by nearly 5 percentage points to 43% in 2020 [14] - Non-GAAP operating income increased from $5 million in 2019 to $52 million in 2020 [32] - Diluted non-GAAP EPS reversed from a loss of $0.03 in 2019 to a profit of $0.86 in 2020 [15] - Q4 2020 revenue was $130 million, above the high end of guidance, with diluted non-GAAP EPS at $0.30 [16] Business Line Data and Key Metrics Changes - Semiconductor revenue for 2020 was $166 million, a decline of about 6% from the prior year, making up 36% of total revenue [26] - Compound Semiconductor revenue was $108 million, a 26% increase from 2019, contributing 24% to total revenue [26] - Data Storage revenue was $123 million, a 47% increase over the prior year, accounting for 27% of total revenue [27] - Scientific & Other revenue was $57 million, a decline of 23% from 2019, making up 13% of total revenue [27] Market Data and Key Metrics Changes - In Q4 2020, Semiconductor market revenue contributed 41% of total revenue, driven by laser annealing systems [29] - Compound Semiconductor market accounted for 33% of revenue, driven by 5G RF applications [30] - Data Storage market contributed 14% of total revenue, with expectations for growth in 2021 based on order backlog [30] - Asia-Pacific region including China made up 48% of total revenue in Q4 2020 [31] Company Strategy and Development Direction - The company is focusing on growth in Semiconductor and Compound Semiconductor markets, with investments in R&D and service [13][50] - Plans to expand production capacity for laser annealing systems through a new facility [19] - The company aims to maintain resiliency and flexibility across operations while executing on near-term transformation objectives [66] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about growth opportunities in 2021, driven by semiconductor, 5G, and data center demand [18] - The company expects revenue for 2021 to be in the range of $520 million to $540 million, with non-GAAP EPS targeted between $1 and $1.20 [46] - Management noted that while gross margins may vary, Q1 2021 is expected to be the low point for the year [90] Other Important Information - The company ended 2020 with a backlog of $366 million, with significant contributions from Data Storage and Semiconductor markets [34] - Cash and short-term investments at the end of Q4 2020 were $320 million, a sequential increase of $10 million [39] - The company is increasing R&D investments while expecting operating expenses as a percentage of revenue to decrease over the year [134] Q&A Session Summary Question: Insights on laser spike anneal business and future applications - Management highlighted that laser annealing is driving business growth in 2021, with opportunities for additional applications as technology advances [72] Question: Working capital management and supply chain status - Management confirmed effective management of working capital despite increased demand, with no significant supply chain impacts noted [76] Question: Impact of legacy MOCVD on revenue and margins - Legacy MOCVD contributed about $10 million in Q4 at very low gross margin, with expectations for a mix impact on Q1 gross margins [84] Question: Data Storage segment performance and outlook - Management indicated that fluctuations in Data Storage revenue are typical due to the high ASP of tools, with expectations for increased shipments in Q2 and Q3 [100] Question: Backlog characteristics and revenue growth potential - Management characterized the backlog as front-end loaded, with significant contributions expected from laser annealing and 5G RF segments [128]

Financial Performance - Net sales for Q3 2020 were $112,078,000, representing a 3% increase from $108,954,000 in Q3 2019[136] - Gross profit increased by 16% to $49,142,000 in Q3 2020, compared to $42,223,000 in Q3 2019[136] - Operating income improved significantly to $6,985,000 in Q3 2020 from a loss of $7,365,000 in Q3 2019, marking a 195% change[136] - Total net sales for the nine months ended September 30, 2020, were $315.2 million, a 3% increase from $306.1 million in the prior year[151] - Gross profit for the same period increased to $137.5 million, representing a 21% increase compared to $113.2 million in 2019[151] - The company reported a net loss of $8.3 million for the nine months ended September 30, 2020, an improvement from a net loss of $45.9 million in the prior year[170] Market Performance - Sales in the Front-End Semiconductor market decreased by 38% to $20,789,000 in Q3 2020 from $33,578,000 in Q3 2019[136] - Sales in the Scientific & Industrial market increased by 31% to $52,479,000 in Q3 2020, up from $39,975,000 in Q3 2019[136] - Advanced Packaging, MEMS & RF Filters sales surged by 64% to $18,712,000 in Q3 2020, compared to $11,381,000 in Q3 2019[136] - Sales in the Scientific & Industrial market increased by 14% to $145.0 million, driven by shipments of Ion Beam systems[153] - Sales in the United States increased by 9% to $108.9 million, while sales in China decreased by 18% to $38.3 million[153] Research and Development - Research and development expenses decreased by 16% to $19,129,000 in Q3 2020 from $22,639,000 in Q3 2019[136] - The company has made strategic investments in R&D and inventory to support anticipated growth opportunities in the Front-End Semiconductor and Compound Semiconductor markets[134] - Research and development expenses decreased by 16% to $57.6 million from $68.9 million in the prior year, due to cost-reduction initiatives[155] Expenses and Cash Flow - Selling, general, and administrative expenses also decreased by 8% to $55.5 million from $60.6 million, attributed to streamlined operations and reduced travel expenses[157] - The company recorded a net interest expense of $16.7 million for the nine months ended September 30, 2020, compared to $12.7 million in the prior year, primarily due to the issuance of new notes[161] - The loss on extinguishment of debt amounted to approximately $3.0 million related to the repurchase of $88.3 million of 2023 Notes[162] - Cash and cash equivalents as of September 30, 2020, totaled $147.6 million, up from $129.3 million as of December 31, 2019, while total cash resources reached $309.8 million compared to $245.2 million in the prior year[167] - Net cash provided by operating activities was $27.6 million for the nine months ended September 30, 2020, compared to a net cash used of $23.0 million in the same period of 2019[171] Future Outlook - The company expects continued growth in the Data Storage, RF Filter, and Front-End Semiconductor markets through 2021[134] - The company expects gross margins to fluctuate due to product mix and other factors, despite recent increases[140] - The company expects that net sales to customers outside the United States will continue to represent a significant portion of total net sales[184] - The company believes its projected cash flow from operations will be sufficient to meet working capital requirements and contractual obligations for the next twelve months[168] Taxation - The effective income tax expense for the three months ended September 30, 2020, was $0.2 million, up from $0.1 million in the prior year[149] - The tax expense for the nine months ended September 30, 2020, was $0.5 million, an increase from $0.4 million in the prior period, with $0.2 million related to domestic operations and $0.3 million to non-U.S. operations[164] Capital Expenditures - Capital expenditures for the nine months ended September 30, 2020, were $3.3 million, down from $8.2 million in the same period of 2019[173] Interest Rate Impact - A 100 basis point increase in interest rates would result in a decrease in the fair value of the investment portfolio by $0.9 million[181] International Market Presence - Approximately 70% of net sales in 2019 came from customers located outside the United States, indicating a strong international market presence[121] - Approximately 64% of total net sales for the three months ended September 30, 2020, were from customers located outside the United States, compared to 75% in the same period of 2019[184]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-16244 VEECO INSTRUMENTS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 11-2989601 (State or Other Jurisdiction of Incorporati ...

```markdown [Safe Harbor Statement](index=4&type=section&id=Safe%20Harbor%20Statement) This statement outlines risks and uncertainties in forward-looking projections, including the COVID-19 pandemic's impact - This report contains forward-looking statements, identified by words like "believes," "anticipates," and "expects," which are subject to risks and uncertainties that could cause actual results to differ materially from projections[9](index=9&type=chunk) - The preparation of financial statements requires management to make estimates and assumptions, including the potential impact of the COVID-19 pandemic, which may ultimately differ from actual results[10](index=10&type=chunk) - Key risks and uncertainties include the unknown duration and economic, operational, and financial impacts of the COVID-19 pandemic, unfavorable market conditions, global business risks, changes in U.S. trade policy, IT system disruptions, intellectual property issues, significant competition, rapid technological change, and dependence on consumer electronics demand[11](index=11&type=chunk)[13](index=13&type=chunk)[17](index=17&type=chunk) [PART I—FINANCIAL INFORMATION](index=9&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=9&type=section&id=Item%201.%20Financial%20Statements) This section presents Veeco Instruments Inc.'s unaudited consolidated financial statements for the quarter ended March 31, 2020, including balance sheets, statements of operations, comprehensive income, and cash flows, along with detailed notes explaining accounting policies, significant assets, liabilities, equity, and segment information [Consolidated Balance Sheets](index=9&type=section&id=Consolidated%20Balance%20Sheets) This section compares the company's consolidated balance sheets for Q1 2020 and year-end 2019 **Consolidated Balance Sheet Highlights (March 31, 2020 vs. December 31, 2019):** | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------------------- | :----------------------------- | :----------------------------- | | Total Current Assets | **$500,490** | **$475,878** | | Total Assets | **$832,886** | **$818,088** | | Total Current Liabilities | **$128,509** | **$118,224** | | Total Liabilities | **$455,822** | **$443,576** | | Total Stockholders' Equity | **$377,064** | **$374,512** | [Consolidated Statements of Operations](index=11&type=section&id=Consolidated%20Statements%20of%20Operations) This section details the company's consolidated operational performance for the three months ended March 31, 2020 and 2019 **Consolidated Statements of Operations Highlights (Three months ended March 31, 2020 vs. 2019):** | Metric | 3 Months Ended March 31, 2020 (in thousands) | 3 Months Ended March 31, 2019 (in thousands) | Change (YoY) | | :-------------------------- | :----------------------------------- | :----------------------------------- | :------------ | | Net sales | **$104,502** | **$99,371** | **+$5,131** (**+5%**) | | Gross profit | **$46,419** | **$34,716** | **+$11,703** (**+34%**) | | Operating income (loss) | **$4,567** | **$(14,140)** | **+$18,707** | | Net income (loss) | **$(567)** | **$(18,530)** | **+$17,963** | | Basic EPS | **$(0.01)** | **$(0.40)** | **+$0.39** | | Diluted EPS | **$(0.01)** | **$(0.40)** | **+$0.39** | [Consolidated Statements of Comprehensive Income (Loss)](index=12&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) This section presents the company's comprehensive income and loss for the three months ended March 31, 2020 and 2019 **Consolidated Statements of Comprehensive Income (Loss) Highlights (Three months ended March 31, 2020 vs. 2019):** | Metric | 3 Months Ended March 31, 2020 (in thousands) | 3 Months Ended March 31, 2019 (in thousands) | Change (YoY) | | :------------------------------------------ | :----------------------------------- | :----------------------------------- | :------------ | | Net income (loss) | **$(567)** | **$(18,530)** | **+$17,963** | | Total other comprehensive income (loss), net of tax | **$153** | **$38** | **+$115** | | Total comprehensive income (loss) | **$(414)** | **$(18,492)** | **+$18,078** | [Consolidated Statements of Cash Flows](index=13&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section outlines the company's cash flow activities from operations, investing, and financing for Q1 2020 and 2019 **Consolidated Statements of Cash Flows Highlights (Three months ended March 31, 2020 vs. 2019):** | Metric | 3 Months Ended March 31, 2020 (in thousands) | 3 Months Ended March 31, 2019 (in thousands) | Change (YoY) | | :-------------------------------------------------- | :----------------------------------- | :----------------------------------- | :------------ | | Net cash provided by (used in) operating activities | **$(2,396)** | **$(22,291)** | **+$19,895** | | Net cash provided by (used in) investing activities | **$35,194** | **$(20,938)** | **+$56,132** | | Net cash provided by (used in) financing activities | **$276** | **$379** | **-$103** | | Net increase (decrease) in cash, cash equivalents, and restricted cash | **$33,026** | **$(42,839)** | **+$75,865** | | Cash, cash equivalents, and restricted cash - end of period | **$162,977** | **$170,243** | **-$7,266** | [Notes to the Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Note 1 — Basis of Presentation](index=14&type=section&id=Note%201%20%E2%80%94%20Basis%20of%20Presentation) This note details the basis of financial statement presentation, revenue recognition, and inventory valuation policies - The unaudited Consolidated Financial Statements are prepared in accordance with U.S. GAAP for interim financial information, with all adjustments considered necessary for fair presentation included[29](index=29&type=chunk) - The COVID-19 pandemic has adversely impacted and is likely to further impact the Company's business and markets, including its workforce, operations, customers, suppliers, and business partners, with the full extent depending on future developments[31](index=31&type=chunk) - Revenue is recognized upon the transfer of control of the promised product or service to the customer, with judgment required to identify performance obligations and allocate revenue in contracts with multiple deliverables[32](index=32&type=chunk)[33](index=33&type=chunk) - Most revenue is recognized at a point in time, typically upon system delivery, when the Company can objectively demonstrate that contractual acceptance provisions are achieved prior to delivery[35](index=35&type=chunk) - Inventories are stated at the lower of cost or net realizable value, with quarterly assessments for valuation and recoverability, including write-downs for obsolete or excess inventory based on usage requirements and anticipated demand[40](index=40&type=chunk)[42](index=42&type=chunk) [Note 2 — Income (Loss) Per Common Share](index=18&type=section&id=Note%202%20%E2%80%94%20Income%20%28Loss%29%20Per%20Common%20Share) This note provides details on the calculation of basic and diluted income (loss) per common share **Income (Loss) Per Common Share (Three months ended March 31, 2020 vs. 2019):** | Metric | 3 Months Ended March 31, 2020 (in thousands, except per share) | 3 Months Ended March 31, 2019 (in thousands, except per share) | | :-------------------------------- | :------------------------------------------------- | :------------------------------------------------- | | Net income (loss) | **$(567)** | **$(18,530)** | | Basic EPS | **$(0.01)** | **$(0.40)** | | Diluted EPS | **$(0.01)** | **$(0.40)** | | Basic weighted average shares outstanding | **47,811** | **46,848** | | Diluted weighted average shares outstanding | **47,811** | **46,848** | - Common share equivalents and potentially dilutive shares were excluded from the diluted weighted average shares outstanding for both periods because the Company incurred a net loss, making their effect antidilutive[43](index=43&type=chunk) [Note 3 — Assets](index=18&type=section&id=Note%203%20%E2%80%94%20Assets) This note details the company's assets, including investments, receivables, inventories, and intangible assets - Short-term investments are generally classified as available-for-sale and reported at fair value, with unrealized gains and losses, net of tax, presented as a separate component of stockholders' equity[44](index=44&type=chunk) **Fair Value Measurement of Assets (March 31, 2020 vs. December 31, 2019):** | Asset Category | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :--------------------- | :---------------------------- | :---------------------------- | | Cash equivalents | **$138,794** | **$78,493** | | Short-term investments | **$79,429** | **$115,252** | - Accounts receivable is presented net of an allowance for doubtful accounts of **$0.6 million** at both March 31, 2020, and December 31, 2019, with no increase deemed necessary due to the current estimated impact of COVID-19 on collectability[51](index=51&type=chunk) **Inventories (March 31, 2020 vs. December 31, 2019):** | Category | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :-------------- | :---------------------------- | :---------------------------- | | Materials | **$81,684** | **$82,155** | | Work-in-process | **$41,706** | **$42,575** | | Finished goods | **$6,221** | **$8,337** | | Total | **$129,611** | **$133,067** | - A non-core product line was classified as held for sale in Q4 2019, resulting in a **$4.0 million** non-cash impairment charge, and was subsequently sold for approximately **$11.4 million** after March 31, 2020[53](index=53&type=chunk)[54](index=54&type=chunk) **Net Property, Plant, and Equipment (March 31, 2020 vs. December 31, 2019):** | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :--------------------------------- | :---------------------------- | :---------------------------- | | Net property, plant, and equipment | **$72,291** | **$75,711** | - The Company assessed the COVID-19 pandemic as a potential triggering event for goodwill and intangible asset impairment but concluded there were no indicators of impairment during the three months ended March 31, 2020[56](index=56&type=chunk)[57](index=57&type=chunk) **Net Intangible Assets (March 31, 2020 vs. December 31, 2019):** | Category | March 31, 2020 (Net, in thousands) | December 31, 2019 (Net, in thousands) | | :-------------------- | :--------------------------------- | :--------------------------------- | | Technology | **$33,494** | **$36,142** | | Customer relationships | **$18,859** | **$19,701** | | Trademarks and tradenames | **$5,314** | **$5,654** | | Other | **$13** | **$21** | | Total | **$57,680** | **$61,518** | [Note 4 — Liabilities](index=24&type=section&id=Note%204%20%E2%80%94%20Liabilities) This note outlines the company's liabilities, including accrued expenses, warranty, restructuring, and convertible notes **Accrued Expenses and Other Current Liabilities (March 31, 2020 vs. December 31, 2019):** | Category | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :------------------------ | :---------------------------- | :---------------------------- | | Payroll and related benefits | **$18,909** | **$15,174** | | Warranty | **$5,968** | **$7,067** | | Operating lease liabilities | **$4,286** | **$4,196** | | Interest | **$1,992** | **$4,321** | | Professional fees | **$1,936** | **$2,443** | | Sales, use, and other taxes | **$2,644** | **$811** | | Restructuring liability | **$2,074** | **$2,841** | | Other | **$3,759** | **$4,390** | | Total | **$41,568** | **$41,243** | - Warranty reserves decreased from **$7.067 million** at December 31, 2019, to **$5.968 million** at March 31, 2020, reflecting **$0.645 million** in new warranties issued and **$1.708 million** in consumption of reserves[60](index=60&type=chunk) - Restructuring charges continued in Q1 2020, with additional accruals and payments made related to initiatives from H2 2019 to streamline operations and reduce costs, impacting approximately **60 employees**[61](index=61&type=chunk)[63](index=63&type=chunk) - Customer deposits totaled **$24.9 million** and deferred revenue was **$24.731 million** at March 31, 2020, with approximately **$32.2 million** of remaining performance obligations expected to be recognized within one to three **years**[64](index=64&type=chunk) **Convertible Senior Notes Carrying Value (March 31, 2020 vs. December 31, 2019):** | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :--------------- | :---------------------------- | :---------------------------- | | Principal amount | **$345,000** | **$345,000** | | Net carrying value | **$303,388** | **$300,068** | - Total interest expense related to the Convertible Senior Notes was **$5.649 million** for the three months ended March 31, 2020, including **$3.320 million** in non-cash interest expense[67](index=67&type=chunk) [Note 5 — Commitments and Contingencies](index=27&type=section&id=Note%205%20%E2%80%94%20Commitments%20and%20Contingencies) This note details the company's lease, purchase commitments, and ongoing legal proceedings - The weighted average remaining lease term for operating leases was **3 years** as of March 31, 2020, with total future minimum lease payments of **$14.918 million**[70](index=70&type=chunk)[71](index=71&type=chunk) - Purchase commitments totaled **$76.2 million** at March 31, 2020, with substantially all due within one year[72](index=72&type=chunk) - Outstanding bank guarantees and letters of credit totaled **$5.8 million**, with **$25.8 million** unused, as of March 31, 2020[73](index=73&type=chunk) - The Company is vigorously defending two purported class action lawsuits related to the Ultratech acquisition, alleging false/misleading statements and breach of fiduciary duty, but does not believe their ultimate resolution will have a material adverse effect on its financial position, results of operations, or cash flows[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) [Note 6 — Derivative Financial Instruments](index=30&type=section&id=Note%206%20%E2%80%94%20Derivative%20Financial%20Instruments) This note describes the company's use of derivative financial instruments to mitigate foreign currency risk - Veeco uses monthly forward derivative contracts to mitigate foreign currency exchange rate risks but does not designate them as hedges, recording fair value changes in "Other operating expense (income), net."[78](index=78&type=chunk) - There were no outstanding derivative contracts or gains/losses from currency exchange derivatives for the three months ended March 31, 2020, or 2019[79](index=79&type=chunk) [Note 7 — Equity](index=31&type=section&id=Note%207%20%E2%80%94%20Equity) This note details changes in the company's stockholders' equity, including common stock and accumulated comprehensive income **Changes in Stockholders' Equity (Three months ended March 31, 2020):** | Metric | Balance at Dec 31, 2019 (in thousands) | Net Loss (in thousands) | Other Comprehensive Income (in thousands) | Share-based Compensation (in thousands) | Net Issuance under Employee Stock Plans (in thousands) | Balance at Mar 31, 2020 (in thousands) | | :------------------------------------ | :------------------------------------- | :---------------------- | :---------------------------------------- | :-------------------------------------- | :----------------------------------------------------- | :------------------------------------- | | Common Stock Amount | **$490** | — | — | — | **$4** | **$494** | | Additional Paid-in Capital | **$1,071,058** | — | — | **$3,646** | **$(684)** | **$1,074,020** | | Accumulated Deficit | **$(698,930)** | **$(567)** | — | — | — | **$(699,497)** | | Accumulated Other Comprehensive Income | **$1,894** | — | **$153** | — | — | **$2,047** | | Total | **$374,512** | **$(567)** | **$153** | **$3,646** | **$(680)** | **$377,064** | - Accumulated Other Comprehensive Income (AOCI) increased from **$1.894 million** at December 31, 2019, to **$2.047 million** at March 31, 2020, primarily due to unrealized gains on available-for-sale securities[81](index=81&type=chunk) [Note 8 — Share-Based Compensation](index=31&type=section&id=Note%208%20%E2%80%94%20Share-Based%20Compensation) This note outlines the company's share-based compensation expense and non-vested share activity **Share-Based Compensation Expense (Three months ended March 31, 2020 vs. 2019):** | Category | 3 Months Ended March 31, 2020 (in thousands) | 3 Months Ended March 31, 2019 (in thousands) | | :--------------------------------- | :------------------------------------------- | :------------------------------------------- | | Cost of sales | **$521** | **$470** | | Research and development | **$874** | **$792** | | Selling, general, and administrative | **$2,251** | **$1,895** | | Total | **$3,646** | **$3,157** | - Total share-based compensation expense increased by **$0.489 million** (**15.5%**) from **$3.157 million** in Q1 2019 to **$3.646 million** in Q1 2020[83](index=83&type=chunk) - The number of non-vested restricted shares and performance shares increased from **2,257 thousand** at December 31, 2019, to **2,629 thousand** at March 31, 2020, with **840 thousand** granted during the period[83](index=83&type=chunk) [Note 9 — Income Taxes](index=33&type=section&id=Note%209%20%E2%80%94%20Income%20Taxes) This note details the company's income tax expense and the valuation allowance against U.S. deferred tax assets **Loss Before Income Taxes and Income Tax Expense (Benefit) (Three months ended March 31, 2020 vs. 2019):** | Metric | 3 Months Ended March 31, 2020 (in thousands) | 3 Months Ended March 31, 2019 (in thousands) | | :------------------------- | :------------------------------------------- | :------------------------------------------- | | Loss before income taxes | **$(299)** | **$(18,340)** | | Income tax expense (benefit) | **$268** | **$190** | - The Company's U.S. deferred tax assets are fully offset by a valuation allowance because it cannot conclude that it is more likely than not that these future benefits will be realized[84](index=84&type=chunk) - Domestic tax expense for the current period is primarily attributable to the tax amortization of indefinite-lived intangible assets that is not available to offset U.S. deferred tax assets, despite a domestic pre-tax loss[86](index=86&type=chunk) [Note 10 — Segment Reporting and Geographic Information](index=34&type=section&id=Note%2010%20%E2%80%94%20Segment%20Reporting%20and%20Geographic%20Information) This note provides sales breakdown by end-market and geographic region for the reporting period - Veeco operates and measures its results in one operating segment: the design, development, manufacture, and support of thin film process equipment primarily sold to make electronic devices[87](index=87&type=chunk) **Sales by End-Market (Three months ended March 31, 2020 vs. 2019):** | End-Market | 3 Months Ended March 31, 2020 (in thousands) | 3 Months Ended March 31, 2019 (in thousands) | Change (YoY) | | :----------------------------------------- | :------------------------------------------- | :------------------------------------------- | :------------ | | Front-End Semiconductor | **$31,366** | **$22,617** | **+$8,749** (**+39%**) | | Advanced Packaging, MEMS & RF Filters | **$8,588** | **$23,127** | **-$14,539** (**-63%**) | | LED Lighting, Display & Compound Semiconductor | **$15,402** | **$13,550** | **+$1,852** (**+14%**) | | Scientific & Industrial | **$49,146** | **$40,077** | **+$9,069** (**+23%**) | | Total | **$104,502** | **$99,371** | **+$5,131** (**+5%**) | **Sales by Geographic Region (Three months ended March 31, 2020 vs. 2019):** | Geographic Region | 3 Months Ended March 31, 2020 (in thousands) | 3 Months Ended March 31, 2019 (in thousands) | Change (YoY) | | :---------------- | :------------------------------------------- | :------------------------------------------- | :------------ | | United States | **$39,635** | **$32,315** | **+$7,320** (**+23%**) | | China | **$10,472** | **$10,159** | **+$313** (**+3%**) | | EMEA | **$16,150** | **$17,827** | **-$1,677** (**-9%**) | | Rest of World | **$38,245** | **$39,070** | **-$825** (**-2%**) | | Total | **$104,502** | **$99,371** | **+$5,131** (**+5%**) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Veeco's financial condition and operational results for the three months ended March 31, 2020, highlighting the impact of the COVID-19 pandemic, market segment performance, and key financial changes, including revenue, gross profit, operating expenses, and liquidity [Cautionary Statement Regarding Forward Looking Statements](index=37&type=section&id=Cautionary%20Statement%20Regarding%20Forward%20Looking%20Statements) This statement reiterates the risks and uncertainties associated with forward-looking information - This discussion contains forward-looking statements, identified by words like "believes," "anticipates," "expects," and "estimates," which are subject to risks and uncertainties that could cause actual results to differ materially[94](index=94&type=chunk) [Executive Summary](index=37&type=section&id=Executive%20Summary) This section provides an overview of Veeco's innovative semiconductor process equipment manufacturing business - Veeco is an innovative manufacturer of semiconductor process equipment, utilizing ion beam, laser annealing, lithography, MOCVD, and single wafer etch & clean technologies for advanced semiconductor device fabrication and packaging[95](index=95&type=chunk) [COVID-19 Update](index=37&type=section&id=COVID-19%20Update) This section details the impact of the COVID-19 pandemic on Veeco's operations, workforce, and supply chain - Veeco's operations are considered part of the **critical and essential infrastructure**, allowing manufacturing facilities to remain open and operating **largely at or near full capacity** despite governmental measures to contain the COVID-19 pandemic[97](index=97&type=chunk) - The Company serves a global customer base, with approximately **70%** of net sales to customers outside the United States in 2019, making its business **vulnerable to further deterioration** in global economic conditions, particularly in Asia and Europe[98](index=98&type=chunk) - Proactive measures taken in response to the pandemic include rigorous health and safety protocols, mandated remote working arrangements for **52%** of the global workforce, virtual customer interactions, supply chain gap identification, and monitoring IT systems[101](index=101&type=chunk) - While **no significant supply chain interruptions** have occurred to date, **future disruptions are possible** due to financial challenges confronting suppliers or restrictions/disruptions of transportation[99](index=99&type=chunk) [Business Update](index=39&type=section&id=Business%20Update) This section provides an update on sales performance across key end-markets and emerging applications - Sales in the Front-End Semiconductor market were **driven by shipments** of laser annealing systems and Low-Defect-Density Ion Beam Deposition (LDD-IBD) systems for Extreme Ultraviolet (EUV) Mask Blank production, with customers **ramping production** at **7nm** and **5nm nodes**[103](index=103&type=chunk) - Sales in the Advanced Packaging, MEMS, and RF Filter market **remained weak in Q1**, with **recovery timing uncertain** due to **smartphone industry softness**, though interactions for High-Performance Computing and 5G applications are encouraging[104](index=104&type=chunk)[106](index=106&type=chunk) - Sales in the LED Lighting, Display & Compound Semiconductor market also **remained soft**, but the Company's MOCVD and PSP technologies **support emerging applications** like 5G driven RF device manufacturing, 3D sensing VCSELs, and GaN-based power electronics[107](index=107&type=chunk) - Sales in the Scientific & Industrial market were **primarily driven by Ion Beam systems** for data storage applications, **benefiting from big data, cloud-based storage growth**, and **innovations like heat assisted magnetic recording (HAMR) and microwave assisted magnetic recording (MAMR)**[108](index=108&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) This section analyzes Veeco's financial performance, including net sales, gross profit, and operating expenses **Key Financial Performance (Three Months Ended March 31, 2020 vs. 2019):** | Metric | 2020 (in thousands) | 2019 (in thousands) | Change (YoY) | | :------------------------ | :------------------ | :------------------ | :------------ | | Net sales | **$104,502** | **$99,371** | **+$5,131** (**+5%**) | | Gross profit | **$46,419** | **$34,716** | **+$11,703** (**+34%**) | | Operating expenses, net | **$41,852** | **$48,856** | **-$7,004** (**-14%**) | | Operating income (loss) | **$4,567** | **$(14,140)** | **+$18,707** | | Net income (loss) | **$(567)** | **$(18,530)** | **+$17,963** (**-97%**) | [Net Sales](index=43&type=section&id=Net%20Sales) This section analyzes the year-over-year changes in net sales by market and geographic region - Total net sales **increased by 5%** year-over-year to **$104.5 million** for the three months ended March 31, 2020, **primarily driven by growth** in the Scientific & Industrial (**+23%**) and Front-End Semiconductor (**+39%**) markets[112](index=112&type=chunk) - Sales in the Advanced Packaging, MEMS & RF Filters market **significantly decreased by 63%** year-over-year[112](index=112&type=chunk) - Geographically, sales increased in the United States by **23%**, while EMEA and Rest of World regions experienced decreases of **9%** and **2%** respectively[112](index=112&type=chunk) [Gross Profit](index=43&type=section&id=Gross%20Profit) This section details the factors contributing to changes in gross profit and future margin expectations - Gross profit **increased by 34%** year-over-year, driven by an increase in sales volume, improved product and region mix, and reductions in inventory reserves and manufacturing expenses[113](index=113&type=chunk) - Future gross margins are **expected to fluctuate each period** due to product mix and other factors, and are **not expected to be as high as the current period**[113](index=113&type=chunk) [Research and Development](index=43&type=section&id=Research%20and%20Development) This section explains the changes in research and development expenses due to operational streamlining - Research and development expenses **decreased by 18%** year-over-year, primarily due to reduced personnel-related expenses and professional fees resulting from ongoing operational streamlining and cost reduction initiatives[114](index=114&type=chunk)[115](index=115&type=chunk) [Selling, General, and Administrative](index=44&type=section&id=Selling%20General%20and%20Administrative) This section details the changes in SG&A expenses and proactive management due to COVID-19 - Selling, general, and administrative expenses **decreased by 8%** year-over-year, mainly due to lower personnel-related expenses from continued efforts to streamline operations and reduce costs[116](index=116&type=chunk)[117](index=117&type=chunk) - The Company is **proactively managing expenses** due to COVID-19 uncertainty and may incur additional SG&A expenses in future periods to support pandemic responses[117](index=117&type=chunk) [Amortization Expense](index=45&type=section&id=Amortization%20Expense) This section notes the consistency of amortization expense with the prior year period - Amortization expense **remained consistent with the comparable prior year period**[118](index=118&type=chunk) [Restructuring Expense](index=45&type=section&id=Restructuring%20Expense) This section details ongoing restructuring charges related to operational streamlining and cost reduction efforts - Restructuring charges continued in Q1 2020, with additional accruals and payments made, as part of ongoing efforts to streamline operations and reduce costs, following a reorganization in H2 2019 that impacted approximately **60 employees**[119](index=119&type=chunk) [Interest Income (Expense)](index=45&type=section&id=Interest%20Income%20%28Expense%29) This section analyzes the changes in net interest expense and income, including non-cash charges - Net interest expense **increased by 16%** year-over-year to **$4.9 million** for Q1 2020, including **$3.3 million** in non-cash charges related to the amortization of debt discount and transaction costs of Convertible Senior Notes[120](index=120&type=chunk) - Interest income **decreased by approximately $0.4 million** due to lower interest rates, a **trend expected to continue**[120](index=120&type=chunk) [Income Taxes](index=45&type=section&id=Income%20Taxes) This section details the income tax expense and the treatment of domestic pre-tax losses - Income tax expense for Q1 2020 was **$0.3 million**, up from **$0.2 million** in Q1 2019, with domestic operations contributing **$0.1 million** and non-U.S. operations **$0.2 million**[122](index=122&type=chunk) - No current tax benefit was provided on domestic pre-tax losses as the amounts are **not realizable**, with domestic tax expense primarily from the tax amortization of indefinite-lived intangible assets[122](index=122&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses Veeco's financial liquidity, capital resources, and ability to meet obligations **Cash, Cash Equivalents, Restricted Cash, and Short-term Investments (March 31, 2020 vs. December 31, 2019):** | Metric | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :------------------------ | :---------------------------- | :---------------------------- | | Cash and cash equivalents | **$162,325** | **$129,294** | | Restricted cash | **$652** | **$657** | | Short-term investments | **$79,429** | **$115,252** | | Total | **$242,406** | **$245,203** | - The Company believes its projected cash flow from operations, combined with its cash and short-term investments, will be **sufficient to meet its projected working capital requirements**, contractual obligations, and other cash flow needs for the next **twelve months**[126](index=126&type=chunk) - Despite uncertainty related to the COVID-19 outbreak, the Company believes its business model, current cash and short-term investments, and recent expense rationalization efforts **position it well to manage through the crisis**[127](index=127&type=chunk) [Cash Flows from Operating Activities](index=47&type=section&id=Cash%20Flows%20from%20Operating%20Activities) This section details net cash used in operating activities and changes in operating assets and liabilities - Net cash used in operating activities was **$2.4 million** for Q1 2020, primarily due to a net loss and a decrease in cash flow from changes in operating assets and liabilities, partially offset by non-cash adjustments[130](index=130&type=chunk) - Changes in operating assets and liabilities were largely attributable to an increase in accounts receivable and a decrease in deferred revenue, partially offset by an increase in accounts payable and a decrease in contract assets[130](index=130&type=chunk) [Cash Flows from Investing Activities](index=47&type=section&id=Cash%20Flows%20from%20Investing%20Activities) This section outlines net cash provided by investing activities, primarily from investments and capital expenditures - Net cash provided by investing activities was **$35.2 million** for Q1 2020, primarily from net changes in investments, partially offset by capital expenditures[131](index=131&type=chunk) [Cash Flows from Financing Activities](index=49&type=section&id=Cash%20Flows%20from%20Financing%20Activities) This section details net cash provided by financing activities, including employee stock plans - Net cash provided by financing activities was **$0.276 million** for Q1 2020, related to cash received under the Employee Stock Purchase Plan, partially offset by cash used to settle taxes related to employee equity programs[132](index=132&type=chunk) [Convertible Senior Notes](index=49&type=section&id=Convertible%20Senior%20Notes) This section describes the company's convertible senior unsecured notes and ability to meet interest payments - The Company has **$345.0 million** of **2.70%** convertible senior unsecured notes, maturing on January 15, 2023, and believes it has **sufficient capital resources and cash flows from operations to support scheduled interest payments**[133](index=133&type=chunk) [Contractual Obligations and Commitments](index=49&type=section&id=Contractual%20Obligations%20and%20Commitments) This section outlines the company's commitments under contractual arrangements for future payments - The Company has commitments under contractual arrangements for future payments for goods and services, which it expects to fund with cash generated from operations in the normal course of business[134](index=134&type=chunk) [Off-Balance Sheet Arrangements](index=49&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms the absence of material off-balance sheet arrangements beyond disclosed items - The Company **does not have any off-balance sheet arrangements** that have, or are reasonably likely to have, a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures, or capital resources, other than disclosed bank guarantees and purchase commitments[135](index=135&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details Veeco's exposure to market risks, specifically interest rate risk on its investment portfolio and currency exchange risk from global operations, and the strategies employed to mitigate these risks [Interest Rate Risk](index=49&type=section&id=Interest%20Rate%20Risk) This section describes the interest rate risk associated with Veeco's fixed-income investment portfolio - Veeco's investment portfolio, with a fair value of approximately **$79.4 million** in fixed-income securities at March 31, 2020, is **exposed to interest rate risk**[136](index=136&type=chunk) - A **100 basis point** increase in interest rates would result in a **$0.3 million** decrease in the fair value of the investment portfolio[136](index=136&type=chunk) [Currency Exchange Risk](index=49&type=section&id=Currency%20Exchange%20Risk) This section details the currency exchange risk from global operations and mitigation strategies - Veeco conducts business worldwide, exposing a portion of its revenues, earnings, and net investments in foreign affiliates to changes in currency exchange rates[137](index=137&type=chunk) - The Company enters into monthly forward derivative contracts to **mitigate foreign currency exchange risk**, but **does not designate them as hedges**, recording fair value changes in "Other operating expense (income), net."[139](index=139&type=chunk) - Net sales to non-U.S. customers represented **62%** of total net sales for Q1 2020, but only **3%** of total net sales were denominated in currencies other than the U.S. dollar, making a **10%** change in foreign exchange rates **immaterial to consolidated results**[140](index=140&type=chunk)[141](index=141&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of Veeco's disclosure controls and procedures as of March 31, 2020, and notes that remote working arrangements due to COVID-19 did not materially affect internal control over financial reporting [Management's Report on Internal Control Over Financial Reporting](index=51&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) This section confirms the effectiveness of Veeco's disclosure controls and procedures as of March 31, 2020 - Management evaluated and concluded that Veeco's disclosure controls and procedures were **effective** as of March 31, 2020, ensuring timely and accurate reporting of required information[142](index=142&type=chunk) [Changes in Internal Control Over Financial Reporting](index=51&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section states that remote work due to COVID-19 did not materially affect internal control over financial reporting - Remote working arrangements implemented in March 2020 due to the COVID-19 pandemic **did not have a material effect on the Company's internal control over financial reporting**[143](index=143&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter ended March 31, 2020, that have materially affected or are reasonably likely to materially affect it[143](index=143&type=chunk) [PART II—OTHER INFORMATION](index=51&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing legal proceedings against Veeco, including class action lawsuits - Two purported class action complaints, consolidated as Wolther v. Maheshwari et al., were filed alleging false/misleading statements in the registration statement for the Ultratech acquisition, primarily concerning delays in advanced packaging, increased MOCVD competition in China, and an intellectual property dispute[145](index=145&type=chunk) - A derivative action, Vladimir Gusinsky Revocable Trust v. Peeler, et al., was filed on behalf of Veeco, asserting claims for breach of fiduciary duty, waste of corporate assets, and unjust enrichment against current and former directors related to the Ultratech acquisition[146](index=146&type=chunk)[148](index=148&type=chunk) - The Company is **vigorously defending** these matters and does not believe that their ultimate resolution will have a **material adverse effect** on its consolidated financial position, results of operations, or cash flows[149](index=149&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, adding a new risk related to the COVID-19 pandemic's uncertain impact - A new risk factor highlights the **significant and uncertain negative impact** of the COVID-19 pandemic on global business activities, economic conditions, and Veeco's operations, customers, suppliers, and partners[151](index=151&type=chunk) - Despite being deemed critical infrastructure, COVID-19 could adversely affect customer purchasing, product delivery, service provision, payment terms, and creditworthiness, impacting future sales and financial performance[152](index=152&type=chunk) - Remote working arrangements due to COVID-19 may increase the risk of information or cyber-security incidents, fraud, or a failure to maintain the uninterrupted operation of information systems[155](index=155&type=chunk) - The full extent of the pandemic's impact is **unpredictable**, depending on factors like duration, severity, containment measures, economic effects, and the speed of recovery to normal operating conditions[156](index=156&type=chunk)[157](index=157&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section states that there were no unregistered sales of equity securities or use of proceeds to report - **No unregistered sales** of equity securities or use of proceeds occurred during the period[158](index=158&type=chunk) [Item 3. Defaults Upon Senior Securities](index=55&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section indicates that there were no defaults upon senior securities during the reporting period - **No defaults** upon senior securities occurred during the period[159](index=159&type=chunk) [Item 4. Mine Safety Disclosures](index=55&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the Company - Mine Safety Disclosures are **not applicable** to Veeco Instruments Inc[160](index=160&type=chunk) [Item 5. Other Information](index=55&type=section&id=Item%205.%20Other%20Information) This section reports that there is no other information to disclose for the period - **No other information** is required to be disclosed for the period[161](index=161&type=chunk) [Item 6. Exhibits](index=56&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the SEC, including an agreement, certifications from the CEO and CFO, and XBRL-related documents - Exhibits filed include an Agreement and General Release, CEO and CFO certifications (pursuant to Rule 13a-14(a) or Rule 15d-14(a) and 18 U.S.C. Section 1350), and various XBRL documents[164](index=164&type=chunk) [SIGNATURES](index=56&type=section&id=SIGNATURES) This section contains the required signatures for the report, affirming its compliance with regulations - The report was signed on May 7, 2020, by William J. Miller, Ph.D., Chief Executive Officer, and John P. Kiernan, Senior Vice President and Chief Financial Officer, pursuant to the requirements of the Securities Exchange Act of 1934[166](index=166&type=chunk)[167](index=167&type=chunk) ```

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-16244 VEECO INSTRUMENTS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 11-2989601 (State or Other Jurisdiction of Incorporation o ...

```markdown [Safe Harbor Statement](index=4&type=section&id=Safe%20Harbor%20Statement) This section outlines the nature of forward-looking statements, emphasizing their susceptibility to risks and uncertainties that could cause actual results to differ materially from projections, and notes that financial statements involve management estimates and assumptions which may differ from actual outcomes [Forward-Looking Statements](index=4&type=section&id=1.1%20Forward-Looking%20Statements) This section outlines the nature of forward-looking statements within the report, emphasizing that they are subject to risks and uncertainties that could cause actual results to differ materially from projections, and notes that financial statements involve management estimates and assumptions which may differ from actual outcomes - The report contains forward-looking statements, identified by words like "believes," "anticipates," "expects," and "estimates," which are subject to risks and uncertainties that could cause actual results to differ materially from projected results[10](index=10&type=chunk) - Preparation of financial statements requires management to make estimates and assumptions that may ultimately differ from actual results, and operating results for the three and nine months ended September 30, 2019, are not necessarily indicative of the full year's results[11](index=11&type=chunk) [Risks and Uncertainties](index=4&type=section&id=1.2%20Risks%20and%20Uncertainties) Veeco Instruments Inc. faces diverse risks, including unfavorable market conditions, global business operations, international trade disputes, IT system disruptions, intellectual property challenges, stock price volatility, potential asset impairment, intense competition, rapid technological change, dependence on consumer electronics, concentrated customer base, industry cyclicality, order timing, long sales cycles, and supply chain dependencies - Key risks include unfavorable market conditions, global business operations, international trade disputes (U.S. and China), IT system disruptions, and intellectual property enforcement/infringement claims[12](index=12&type=chunk) - The company's common stock price is volatile and could further decline, and there's a risk of additional asset impairment charges[12](index=12&type=chunk) - Operational risks include a concentrated customer base, cyclical industries, fluctuating quarterly results due to order timing, long and unpredictable sales cycles, and reliance on a limited number of suppliers[13](index=13&type=chunk) [PART I—FINANCIAL INFORMATION](index=9&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=9&type=section&id=Item%201.%20Financial%20Statements) This section presents Veeco Instruments Inc.'s unaudited consolidated financial statements, including Balance Sheets, Statements of Operations, Comprehensive Income (Loss), and Cash Flows, along with detailed notes on presentation, accounting policies, and specific financial line items [Consolidated Balance Sheets](index=9&type=section&id=2.1.1%20Consolidated%20Balance%20Sheets) Veeco's consolidated balance sheet shows total assets decreased from $900.8 million to $862.3 million, primarily due to reduced cash, while total liabilities slightly decreased and stockholders' equity declined from $437.8 million to $402.5 million Consolidated Balance Sheet Highlights (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :------- | :------- | | Total Assets | $862,276 | $900,816 | $(38,540) | -4.28% | | Cash and cash equivalents | $135,259 | $212,273 | $(77,014) | -36.28% | | Short-term investments | $95,672 | $48,189 | $47,483 | 98.54% | | Total Current Assets | $486,281 | $520,080 | $(33,799) | -6.50% | | Total Liabilities | $459,806 | $463,041 | $(3,235) | -0.70% | | Total Stockholders' Equity | $402,470 | $437,775 | $(35,305) | -8.06% | [Consolidated Statements of Operations](index=11&type=section&id=2.1.2%20Consolidated%20Statements%20of%20Operations) Veeco reported a net loss for both the three and nine months ended September 30, 2019, with significantly decreased net sales, though the nine-month net loss improved from $(262.4) million in 2018 to $(45.9) million in 2019, largely due to the absence of a prior year asset impairment charge Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net sales | $108,954 | $126,757 | $306,147 | $443,110 | | Gross profit | $42,223 | $46,385 | $113,223 | $158,459 | | Operating income (loss) | $(7,365) | $(3,873) | $(32,713) | $(276,521) | | Net income (loss) | $(11,767) | $(8,953) | $(45,862) | $(262,414) | | Basic EPS | $(0.25) | $(0.19) | $(0.97) | $(5.55) | | Diluted EPS | $(0.25) | $(0.19) | $(0.97) | $(5.55) | [Consolidated Statements of Comprehensive Income (Loss)](index=12&type=section&id=2.1.3%20Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) The company reported a total comprehensive loss of $(11.8) million for the three months and $(45.8) million for the nine months ended September 30, 2019, encompassing net loss and minor adjustments from unrealized gains/losses on available-for-sale securities and foreign currency translation Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Metric | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) | $(11,767) | $(8,953) | $(45,862) | $(262,414) | | Total other comprehensive income (loss), net of tax | $(42) | $0 | $16 | $0 | | Total comprehensive income (loss) | $(11,809) | $(8,953) | $(45,846) | $(262,414) | [Consolidated Statements of Cash Flows](index=13&type=section&id=2.1.4%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2019, Veeco used $23.0 million in operating, $54.0 million in investing, and $0.2 million in financing activities, leading to a $77.1 million net decrease in cash, cash equivalents, and restricted cash, similar to the prior year's significant cash usage Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | | Net cash provided by (used in) operating activities | $(23,005) | $(39,378) | | Net cash provided by (used in) investing activities | $(53,978) | $(15,388) | | Net cash provided by (used in) financing activities | $(162) | $(11,479) | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $(77,136) | $(66,249) | | Cash, cash equivalents, and restricted cash - end of period | $135,946 | $214,334 | [Notes to the Consolidated Financial Statements](index=14&type=section&id=2.1.5%20Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail Veeco's accounting policies and financial statement line items, covering revenue recognition, lease accounting, income per share, asset valuations, liability breakdowns, commitments, share-based compensation, income taxes, and segment reporting by end-market and geographic region [Note 1 — Basis of Presentation](index=14&type=section&id=2.1.5.1%20Note%201%20%E2%80%94%20Basis%20of%20Presentation) This note outlines the basis for preparing Veeco's unaudited interim consolidated financial statements under U.S. GAAP and SEC regulations, detailing revenue recognition policies and lease accounting, including the adoption of ASC 842 which recognized ROU assets and lease liabilities without impacting income or cash flow statements - Interim financial statements are prepared in accordance with U.S. GAAP and SEC Regulation S-X, with all necessary adjustments being normal and recurring[30](index=30&type=chunk) - Revenue is recognized upon transfer of control of products or services to the customer, with judgment required for identifying performance obligations and allocating revenue for contracts with multiple deliverables[32](index=32&type=chunk)[33](index=33&type=chunk) - The company adopted ASC 842 (Leases) **effective** January 1, 2019, recognizing ROU assets and lease liabilities of approximately **$14.2 million** each, with **no impact** on the Consolidated Statements of Operations, Comprehensive Income, or Cash Flows[42](index=42&type=chunk)[43](index=43&type=chunk) [Note 2 — Income (Loss) Per Common Share](index=18&type=section&id=2.1.5.2%20Note%202%20%E2%80%94%20Income%20(Loss)%20Per%20Common%20Share) This note details the calculation of basic and diluted income (loss) per common share, which were negative for both periods, leading to the exclusion of potentially dilutive shares from share-based awards and convertible senior notes due to their anti-dilutive effect from the net loss Income (Loss) Per Common Share (in thousands, except per share amounts) | Metric | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) | $(11,767) | $(8,953) | $(45,862) | $(262,414) | | Basic EPS | $(0.25) | $(0.19) | $(0.97) | $(5.55) | | Diluted EPS | $(0.25) | $(0.19) | $(0.97) | $(5.55) | | Basic weighted average shares outstanding | 47,489 | 46,982 | 47,361 | 47,283 | | Diluted weighted average shares outstanding | 47,489 | 46,982 | 47,361 | 47,283 | - Common share equivalents and potentially dilutive shares (including those from Convertible Senior Notes) were excluded from diluted EPS calculations because the company incurred a net loss, making their effect anti-dilutive[44](index=44&type=chunk) [Note 3 — Assets](index=18&type=section&id=2.1.5.3%20Note%203%20%E2%80%94%20Assets) This note details Veeco's asset composition, including short-term investments (which increased), accounts receivable, inventories (which decreased), property, plant, and equipment, goodwill, intangible assets (which decreased due to amortization), and non-marketable investments measured at cost Short-term Investments (Available-for-Sale) (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :---------------- | :----------- | :----------- | | Estimated Fair Value | $95,672 | $48,189 | | Gross Amortized Cost | $95,680 | $48,205 | | Gross Unrealized Gains | $10 | $0 | | Gross Unrealized Losses | $(18) | $(16) | Inventories (in thousands) | Category | Sep 30, 2019 | Dec 31, 2018 | | :--------------- | :----------- | :----------- | | Materials | $78,430 | $90,816 | | Work-in-process | $40,873 | $42,354 | | Finished goods | $15,887 | $23,141 | | Total | $135,190 | $156,311 | Intangible Assets, Net (in thousands) | Category | Sep 30, 2019 | Dec 31, 2018 | | :---------------------- | :----------- | :----------- | | Technology | $41,277 | $46,410 | | Customer relationships | $25,077 | $28,469 | | In-process R&D | $0 | $3,180 | | Trademarks and tradenames | $5,993 | $7,011 | | Other | $29 | $79 | | Total Net Intangible Assets | $72,376 | $85,149 | - Goodwill remained unchanged at **$184.3 million** during the nine months ended September 30, 2019[56](index=56&type=chunk) - The company holds non-marketable investments in Kateeva, Inc. (**$21.0 million**) and another entity (**$3.5 million**), measured at cost, with **no observable market price changes** during the nine months ended September 30, 2019[59](index=59&type=chunk) [Note 4 — Liabilities](index=25&type=section&id=2.1.5.4%20Note%204%20%E2%80%94%20Liabilities) This note details Veeco's liabilities, including decreased accrued expenses, stable warranty reserves, utilized and newly provisioned restructuring accruals, customer deposits, deferred revenue, and convertible senior notes whose carrying value increased due to amortization of debt discount and transaction costs Accrued Expenses and Other Current Liabilities (in thousands) | Category | Sep 30, 2019 | Dec 31, 2018 | | :-------------------------- | :----------- | :----------- | | Payroll and related benefits | $14,471 | $20,486 | | Warranty | $7,552 | $7,852 | | Operating lease liabilities | $4,730 | $0 | | Interest | $1,992 | $4,321 | | Professional fees | $2,794 | $2,897 | | Sales, use, and other taxes | $1,497 | $2,670 | | Restructuring liability | $1,617 | $2,213 | | Other | $5,988 | $6,011 | | Total | $40,641 | $46,450 | Changes in Restructuring Accrual (in thousands) | Metric | Dec 31, 2018 Balance | Provision | Payments | Sep 30, 2019 Balance | | :---------------------- | :-------------------- | :-------- | :------- | :------------------- | | Personnel Severance and Related Costs | $2,143 | $3,681 | $(4,207) | $1,617 | | Facility Related Costs and Other | $70 | $193 | $(263) | $0 | | Total | $2,213 | $3,874 | $(4,470) | $1,617 | Convertible Senior Notes Carrying Value (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :-------------------------- | :----------- | :----------- | | Principal amount | $345,000 | $345,000 | | Unamortized debt discount | $(43,780) | $(52,336) | | Unamortized transaction costs | $(4,410) | $(5,272) | | Net carrying value | $296,810 | $287,392 | - Total interest expense related to the Convertible Senior Notes for the nine months ended September 30, 2019, was **$16.4 million**, including **$9.4 million** in non-cash interest expense[68](index=68&type=chunk) [Note 5 — Commitments and Contingencies](index=27&type=section&id=2.1.5.5%20Note%205%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines Veeco's commitments and contingencies, including $11.9 million in operating lease obligations, $76.3 million in purchase commitments (mostly due within one year), bank guarantees, and ongoing class action lawsuits related to the Ultratech acquisition, which management believes will not materially adversely affect the company's financial position Operating Lease Commitments (in thousands) | Period | Operating Leases | | :------------- | :--------------- | | 2019 | $1,302 | | 2020 | $5,222 | | 2021 | $2,548 | | 2022 | $1,379 | | 2023 | $865 | | Thereafter | $551 | | Total | $11,867 | - Veeco has purchase commitments of **$76.3 million** at September 30, 2019, with substantially all due within one year[73](index=73&type=chunk) - Outstanding bank guarantees and letters of credit totaled **$7.8 million**, with **$66.4 million** unused, as of September 30, 2019[74](index=74&type=chunk) - The company is **vigorously defending** two class action lawsuits related to the Ultratech acquisition, but does **not believe their ultimate resolution will have a material adverse effect** on its financial position, results of operations, or cash flows[75](index=75&type=chunk)[76](index=76&type=chunk)[77](index=77&type=chunk) [Note 6 — Derivative Financial Instruments](index=29&type=section&id=2.1.5.6%20Note%206%20%E2%80%94%20Derivative%20Financial%20Instruments) Veeco uses monthly forward derivative contracts to mitigate foreign currency exchange rate risks, with fair value changes recorded in 'Other, net' as they are not designated as hedges, and had no outstanding contracts or related gains/losses during the nine months ended September 30, 2019 - Veeco uses monthly forward derivative contracts to mitigate foreign currency exchange rate risks, but these are not designated as hedges[78](index=78&type=chunk) - There were no outstanding derivative contracts at September 30, 2019, and no gains or losses from currency exchange derivatives during the nine months ended September 30, 2019[79](index=79&type=chunk) [Note 7 — Equity](index=30&type=section&id=2.1.5.7%20Note%207%20%E2%80%94%20Equity) This note details changes in stockholders' equity, including common stock, additional paid-in capital, accumulated deficit (which increased significantly due to net losses), and accumulated other comprehensive income (AOCI), which saw minor changes from unrealized gains/losses and foreign currency translation Changes in Stockholders' Equity (in thousands) | Metric | Dec 31, 2018 Balance | Sep 30, 2019 Balance | | :-------------------------- | :-------------------- | :------------------- | | Common Stock Amount | $485 | $489 | | Additional Paid-in Capital | $1,061,325 | $1,066,203 | | Accumulated Deficit | $(619,983) | $(666,058) | | Accumulated Other Comprehensive Income | $1,820 | $1,836 | | Total Stockholders' Equity | $437,775 | $402,470 | - The accumulated deficit increased by **$46.075 million** from December 31, 2018, to September 30, 2019, primarily due to net losses[80](index=80&type=chunk) - Accumulated Other Comprehensive Income (AOCI) increased slightly from **$1,820 thousand** to **$1,836 thousand**, driven by foreign currency translation gains and unrealized gains on available-for-sale securities[81](index=81&type=chunk) [Note 8 — Share-based compensation](index=31&type=section&id=2.1.5.8%20Note%208%20%E2%80%94%20Share-based%20compensation) This note details share-based compensation expense, totaling $11.5 million for the nine months ended September 30, 2019 (a decrease from $12.7 million), and provides activity summaries for stock options and non-vested restricted/performance shares, including grants, vestings, and forfeitures Share-based Compensation Expense (in thousands) | Line Item | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Cost of sales | $383 | $513 | $1,448 | $1,603 | | Research and development | $756 | $709 | $2,531 | $2,728 | | Selling, general, and administrative | $2,644 | $1,890 | $7,549 | $7,393 | | Restructuring | $0 | $167 | $0 | $996 | | Total | $3,783 | $3,279 | $11,528 | $12,720 | Non-Vested Restricted and Performance Shares Activity (9 Months Ended Sep 30, 2019) (in thousands) | Metric | Number of Shares | Weighted Average Grant Date Fair Value | | :-------------------------- | :--------------- | :------------------------------------- | | Balance - Dec 31, 2018 | 2,218 | $20.74 | | Granted | 1,048 | $11.41 | | Vested | (721) | $22.29 | | Forfeited | (176) | $19.41 | | Balance - Sep 30, 2019 | 2,344 | $16.02 | [Note 9 — Income Taxes](index=33&type=section&id=2.1.5.9%20Note%209%20%E2%80%94%20Income%20Taxes) Veeco's income tax expense was $0.1 million for three months and $0.4 million for nine months ended September 30, 2019, a significant change from a $28.0 million prior-period tax benefit, primarily due to tax amortization of indefinite-lived intangible assets that cannot offset U.S. deferred tax assets, which are fully offset by a valuation allowance Income Tax Expense (Benefit) (in thousands) | Metric | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Loss before income taxes | $(11,695) | $(8,652) | $(45,455) | $(290,368) | | Income tax expense (benefit) | $72 | $301 | $407 | $(27,954) | - The company's U.S. deferred tax assets are **fully offset by a valuation allowance**, as it is not more likely than not that these future benefits will be realized[84](index=84&type=chunk) - Domestic tax expense is primarily attributable to the tax amortization of indefinite-lived intangible assets that cannot offset U.S. deferred tax assets[86](index=86&type=chunk)[87](index=87&type=chunk) [Note 10 — Segment Reporting and Geographic Information](index=34&type=section&id=2.1.5.10%20Note%2010%20%E2%80%94%20Segment%20Reporting%20and%20Geographic%20Information) Veeco operates as a single reportable segment for thin film process equipment, with this note detailing net sales by four end-markets and geographic region, showing significant decreases in China and EMEA offset by increases in the United States and Rest of World - Veeco operates in **one reportable segment**: the design, development, manufacture, and support of thin film process equipment for electronic devices[89](index=89&type=chunk) Sales by End-Market (in thousands) | End-Market | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :-------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Advanced Packaging, MEMS & RF Filters | $11,381 | $24,562 | $50,951 | $76,473 | | LED Lighting, Display & Compound Semiconductor | $24,020 | $58,864 | $47,263 | $236,597 | | Front-End Semiconductor | $33,578 | $13,476 | $80,703 | $41,085 | | Scientific & Industrial | $39,975 | $29,855 | $127,230 | $88,955 | | Total | $108,954 | $126,757 | $306,147 | $443,110 | Sales by Geographic Region (in thousands) | Geographic Region | 3 Months Ended Sep 30, 2019 | 3 Months Ended Sep 30, 2018 | 9 Months Ended Sep 30, 2019 | 9 Months Ended Sep 30, 2018 | | :------------------ | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | United States | $27,915 | $28,861 | $100,014 | $85,555 | | China | $17,034 | $39,200 | $46,846 | $185,050 | | EMEA | $19,128 | $30,685 | $49,280 | $71,836 | | Rest of World | $44,877 | $28,011 | $110,007 | $100,669 | | Total | $108,954 | $126,757 | $306,147 | $443,110 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Veeco's financial performance and condition, including an executive summary, detailed operating results analysis, and discussion of liquidity and capital resources, highlighting declining sales in some markets offset by growth in others, cost reduction, and strategic R&D investments [Cautionary Statement Regarding Forward Looking Statements](index=37&type=section&id=2.2.1%20Cautionary%20Statement%20Regarding%20Forward%20Looking%20Statements) This statement reiterates that the discussion contains forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ materially from projections, and investors are cautioned not to place undue reliance on these statements - The discussion contains forward-looking statements, identified by specific terminology, which are subject to risks and uncertainties that could cause actual results to differ materially from projected results[96](index=96&type=chunk) [Executive Summary](index=37&type=section&id=2.2.2%20Executive%20Summary) Veeco, an innovative semiconductor process equipment manufacturer, serves four key markets, experiencing soft sales in Advanced Packaging and LED Lighting but growth in Front-End Semiconductor and Scientific & Industrial, while actively reducing spending, streamlining operations, and focusing R&D investments on growth areas - Veeco is an innovative manufacturer of semiconductor process equipment, holding **leading technology positions** in its markets[97](index=97&type=chunk) - Sales in Advanced Packaging, MEMS & RF Filters and LED Lighting, Display & Compound Semiconductor markets **remained soft** in Q3 2019, but the company is positioned for **future growth** in advanced packaging (5G, automotive, big data) and expects **future business** in VCSELs, 3D sensors, laser diodes, and RF devices[99](index=99&type=chunk)[100](index=100&type=chunk) - Sales in Front-End Semiconductor were driven by laser annealing and Low-Defect-Density Ion Beam Deposition (LDD-IBD) for EUV Mask Blank production, with expected **continued growth**[101](index=101&type=chunk) - Scientific & Industrial market sales were supported by Ion Beam systems for data storage and optical coatings, experiencing **growth in 2019** due to demand for improved areal density of magnetic heads[102](index=102&type=chunk) - The company is **reducing spending**, **streamlining operations**, and **focusing R&D investments on growth areas** like Laser Annealing, Advanced Packaging Lithography, Ion Beam, and new markets such as LDD-IBD for EUV mask blanks and MOCVD for Photonics[103](index=103&type=chunk) [Results of Operations](index=39&type=section&id=2.2.3%20Results%20of%20Operations) Veeco's results show declining net sales for both periods ended September 30, 2019, driven by softness in LED Lighting and Advanced Packaging markets, particularly in China, though gross margins increased, and operating expenses decreased due to the absence of a 2018 asset impairment charge, significantly improving operating and net loss [For the three months ended September 30, 2019 and 2018](index=39&type=section&id=2.2.3.1%20For%20the%20three%20months%20ended%20September%2030%2C%202019%20and%202018) For the three months ended September 30, 2019, net sales decreased by 14% to $109.0 million, primarily due to significant declines in LED Lighting and Advanced Packaging markets, particularly in China, resulting in a 9% decrease in gross profit despite increased gross margins, and leading to an operating loss of $(7.4) million and a net loss of $(11.8) million Key Financials (3 Months Ended Sep 30, in thousands) | Metric | 2019 | 2018 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :------- | :------- | | Net sales | $108,954 | $126,757 | $(17,803) | -14% | | Cost of sales | $66,731 | $80,372 | $(13,641) | -17% | | Gross profit | $42,223 | $46,385 | $(4,162) | -9% | | Operating expenses, net | $49,588 | $50,258 | $(670) | -1% | | Operating income (loss) | $(7,365) | $(3,873) | $(3,492) | 90% | | Net income (loss) | $(11,767) | $(8,953) | $(2,814) | 31% | Sales by Market (3 Months Ended Sep 30, in thousands) | Market | 2019 | 2018 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :------- | :------- | | Advanced Packaging, MEMS & RF Filters | $11,381 | $24,562 | $(13,181) | -54% | | LED Lighting, Display & Compound Semiconductor | $24,020 | $58,864 | $(34,844) | -59% | | Front-End Semiconductor | $33,578 | $13,476 | $20,102 | 149% | | Scientific & Industrial | $39,975 | $29,855 | $10,120 | 34% | Sales by Geographic Region (3 Months Ended Sep 30, in thousands) | Region | 2019 | 2018 | Change | % Change | | :------------- | :----------- | :----------- | :------- | :------- | | China | $17,034 | $39,200 | $(22,166) | -57% | | EMEA | $19,128 | $30,685 | $(11,557) | -38% | | Rest of World | $44,877 | $28,011 | $16,866 | 60% | - **Gross margins increased** due to product and region mix of sales, partially offsetting the decrease in sales volume[110](index=110&type=chunk) - Research and development expenses **decreased slightly** due to personnel-related expenses and professional fees from streamlining operations[111](index=111&type=chunk) [For the nine months ended September 30, 2019 and 2018](index=43&type=section&id=2.2.3.2%20For%20the%20nine%20months%20ended%20September%2030%2C%202019%20and%202018) For the nine months ended September 30, 2019, net sales decreased by 31% to $306.1 million, driven by declines in LED Lighting (-80%) and Advanced Packaging (-33%) markets, particularly in China, resulting in a 29% gross profit decrease, but the absence of a $252.3 million 2018 asset impairment charge significantly improved operating loss by 88% and net loss by 83%, despite a shift to tax expense Key Financials (9 Months Ended Sep 30, in thousands) | Metric | 2019 | 2018 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :------- | :------- | | Net sales | $306,147 | $443,110 | $(136,963) | -31% | | Cost of sales | $192,924 | $284,651 | $(91,727) | -32% | | Gross profit | $113,223 | $158,459 | $(45,236) | -29% | | Operating expenses, net | $145,936 | $434,980 | $(289,044) | -66% | | Operating income (loss) | $(32,713) | $(276,521) | $243,808 | -88% | | Net income (loss) | $(45,862) | $(262,414) | $216,552 | -83% | Sales by Market (9 Months Ended Sep 30, in thousands) | Market | 2019 | 2018 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :------- | :------- | | Advanced Packaging, MEMS & RF Filters | $50,951 | $76,473 | $(25,522) | -33% | | LED Lighting, Display & Compound Semiconductor | $47,263 | $236,597 | $(189,334) | -80% | | Front-End Semiconductor | $80,703 | $41,085 | $39,618 | 96% | | Scientific & Industrial | $127,230 | $88,955 | $38,275 | 43% | Sales by Geographic Region (9 Months Ended Sep 30, in thousands) | Region | 2019 | 2018 | Change | % Change | | :------------- | :----------- | :----------- | :------- | :------- | | China | $46,846 | $185,050 | $(138,204) | -75% | | EMEA | $49,280 | $71,836 | $(22,556) | -31% | | United States | $100,014 | $85,555 | $14,459 | 17% | | Rest of World | $110,007 | $100,669 | $9,338 | 9% | - The **significant decrease in operating expenses** and **improvement in net loss** for the nine months ended September 30, 2019, was primarily due to the absence of the **$252.3 million** non-cash intangible asset impairment charge recorded in Q2 2018[122](index=122&type=chunk)[131](index=131&type=chunk) - Income tax expense for the nine months ended September 30, 2019, was **$0.4 million**, compared to a tax benefit of **$28.0 million** in the prior period, mainly due to the absence of refundable alternative minimum tax credits and deferred tax benefits from the intangible asset impairment in 2018[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=2.2.4%20Liquidity%20and%20Capital%20Resources) Veeco's total cash, cash equivalents, restricted cash, and short-term investments decreased to $231.6 million from $261.3 million, as the company used cash in operating, investing, and financing activities, though management believes current cash and projected cash flow will be sufficient to meet obligations for the next twelve months Cash and Investments (in thousands) | Metric | Sep 30, 2019 | Dec 31, 2018 | | :-------------------------- | :----------- | :----------- | | Cash and cash equivalents | $135,259 | $212,273 | | Restricted cash | $687 | $809 | | Short-term investments | $95,672 | $48,189 | | Total | $231,618 | $261,271 | - Net cash used in operating activities was **$23.0 million** for the nine months ended September 30, 2019, primarily due to net loss, increases in accounts receivable, and decreases in accounts payable, accrued expenses, and deferred revenue, partially offset by inventory decreases[140](index=140&type=chunk) - Net cash used in investing activities was **$54.0 million**, mainly attributable to net changes in investments and capital expenditures[141](index=141&type=chunk) - Net cash used in financing activities was **$0.2 million**, related to the settlement of taxes for employee equity programs[142](index=142&type=chunk) - Management believes projected cash flow from operations, combined with current cash and short-term investments, will be **sufficient** to meet working capital, contractual obligations, and other cash needs for the next twelve months[137](index=137&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses Veeco's exposure to market risks, including interest rate risk on its investment portfolio (where a 100 basis point increase could decrease fair value by $0.3 million) and currency exchange risk, which has an immaterial impact on consolidated results as most international sales are U.S. dollar denominated [Interest Rate Risk](index=49&type=section&id=2.3.1%20Interest%20Rate%20Risk) Veeco's primary interest rate risk exposure is its fixed-income investment portfolio, valued at approximately $95.7 million, where a hypothetical 100 basis point interest rate increase would result in an estimated $0.3 million decrease in fair value - Veeco's investment portfolio, with a fair value of approximately **$95.7 million** at September 30, 2019, is exposed to interest rate risk[148](index=148&type=chunk) - A 100 basis point increase in interest rates would result in an estimated **$0.3 million decrease** in the fair value of the investment portfolio[148](index=148&type=chunk) [Currency Exchange Risk](index=51&type=section&id=2.3.2%20Currency%20Exchange%20Risk) Veeco's global business exposes it to currency exchange risk, but with most substantial international sales (75% of Q3 2019 net sales) denominated in U.S. dollars, a 10% change in foreign exchange rates would have an immaterial impact on consolidated results - Net sales to customers outside the United States represented approximately **75%** and **67%** of total net sales for the three and nine months ended September 30, 2019, respectively[151](index=151&type=chunk) - Most of Veeco's sales outside the United States are denominated in U.S. dollars, leading to an **immaterial impact** on consolidated results of operations from a 10% change in foreign exchange rates[151](index=151&type=chunk)[152](index=152&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms that Veeco's management has evaluated and concluded that its disclosure controls and procedures were effective as of September 30, 2019, and that there were no material changes in internal control over financial reporting during the quarter - Management concluded that disclosure controls and procedures were **effective** as of September 30, 2019[153](index=153&type=chunk) - **No material changes** in internal control over financial reporting occurred during the quarter ended September 30, 2019[154](index=154&type=chunk) [PART II—OTHER INFORMATION](index=51&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=51&type=section&id=Item%201.%20Legal%20Proceedings) Veeco is vigorously defending two class action lawsuits (Wolther v. Maheshwari et al. and Vladimir Gusinsky Revocable Trust v. Peeler, et al.) related to the Ultratech acquisition, alleging false/misleading statements and breach of fiduciary duty, and does not believe their ultimate resolution will materially adversely affect its financial position, results of operations, or cash flows - Two class action lawsuits, Wolther v. Maheshwari et al. and Vladimir Gusinsky Revocable Trust v. Peeler, et al., have been filed against Veeco related to the Ultratech acquisition, alleging false/misleading statements and breach of fiduciary duty[156](index=156&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) - Veeco is **vigorously defending** these legal proceedings and does **not believe their ultimate resolution will have a material adverse effect** on its consolidated financial position, results of operations, or cash flows[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the risk factors previously disclosed in the Safe Harbor Statement within this Form 10-Q, as well as in the company's 2018 Form 10-K and the quarterly report on Form 10-Q for the quarter ended June 30, 2019, with no material changes to these risk factors having occurred - There have been **no material changes** to the risk factors previously disclosed in the Safe Harbor Statement, the 2018 Form 10-K, and the Q2 2019 Form 10-Q[161](index=161&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Veeco's Board authorized a $100 million common stock repurchase program through December 11, 2019, of which $14.3 million had been utilized as of September 30, 2019, with no shares purchased during Q3 2019, and the program remains subject to modification or suspension - Veeco's Board authorized a **$100 million** common stock repurchase program through December 11, 2019[162](index=162&type=chunk) - As of September 30, 2019, **$14.3 million** of the repurchase program had been utilized, with **no shares purchased** during the third quarter of 2019[162](index=162&type=chunk) [Item 3. Defaults Upon Senior Securities](index=53&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities reported for the period - **No defaults** upon senior securities were reported[163](index=163&type=chunk) [Item 4. Mine Safety Disclosures](index=53&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Veeco Instruments Inc - This item is **not applicable**[164](index=164&type=chunk) [Item 5. Other Information](index=53&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item - **No other information** was reported[165](index=165&type=chunk) [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Securities and Exchange Commission, including certifications from the Chief Executive Officer and Chief Financial Officer (pursuant to Rule 13a-14(a) or Rule 15d-14(a) and 18 U.S.C. Section 1350), and various XBRL documents - Exhibits include certifications from the CEO and CFO (31.1, 31.2, 32.1, 32.2) and various XBRL documents (101.INS, 101.XSD, 101.PRE, 101.CAL, 101.DEF, 101.LAB, 104)[167](index=167&type=chunk) [SIGNATURES](index=55&type=section&id=SIGNATURES) The report was duly signed on November 4, 2019, on behalf of Veeco Instruments Inc. by William J. Miller, Ph.D., Chief Executive Officer, and Shubham Maheshwari, Executive Vice President, Chief Financial Officer, and Chief Operating Officer - The report was signed on November 4, 2019, by William J. Miller, Ph.D., CEO, and Shubham Maheshwari, EVP, CFO, and COO[169](index=169&type=chunk)[170](index=170&type=chunk) ```

[Safe Harbor Statement](index=4&type=section&id=Safe%20Harbor%20Statement) This statement highlights that the report contains forward-looking information subject to risks and uncertainties, and financial statements rely on management estimates that may differ from actual results - This report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from projections[9](index=9&type=chunk) - Preparation of financial statements requires management estimates and assumptions, which may ultimately differ from actual results[10](index=10&type=chunk) - Key risks include unfavorable market conditions, global business operations, international trade disputes, IT system disruptions, intellectual property issues, stock price volatility, asset impairment, significant competition, rapid technological change, dependence on consumer electronics, concentrated customer base, industry cyclicality, and U.S.-China trade policy changes[11](index=11&type=chunk)[13](index=13&type=chunk)[17](index=17&type=chunk) [PART I—FINANCIAL INFORMATION](index=9&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=9&type=section&id=Item%201.%20Financial%20Statements) This section presents Veeco Instruments Inc.'s unaudited consolidated financial statements for the periods ended June 30, 2019, and December 31, 2018, including balance sheets, statements of operations, comprehensive income, and cash flows, along with detailed notes on accounting policies and significant accounts [Consolidated Balance Sheets](index=9&type=section&id=Consolidated%20Balance%20Sheets) | Assets (in thousands) | June 30, 2019 (unaudited) | December 31, 2018 | | :---------------------- | :------------------------ | :------------------ | | Cash and cash equivalents | $ 161,715 | $ 212,273 | | Short-term investments | $ 84,495 | $ 48,189 | | Total current assets | $ 491,517 | $ 520,080 | | Total assets | $ 875,863 | $ 900,816 | | Liabilities (in thousands) | June 30, 2019 (unaudited) | December 31, 2018 | | :------------------------ | :------------------------ | :------------------ | | Total current liabilities | $ 149,200 | $ 160,053 | | Long-term debt | $ 293,611 | $ 287,392 | | Total liabilities | $ 464,837 | $ 463,041 | | Total stockholders' equity | $ 411,026 | $ 437,775 | [Consolidated Statements of Operations](index=11&type=section&id=Consolidated%20Statements%20of%20Operations) | (in thousands, except per share amounts) | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Six months ended June 30, 2019 | Six months ended June 30, 2018 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $ 97,822 | $ 157,779 | $ 197,193 | $ 316,353 | | Gross profit | $ 36,285 | $ 55,395 | $ 71,001 | $ 112,075 | | Total operating expenses, net | $ 47,494 | $ 316,609 | $ 96,348 | $ 384,723 | | Operating income (loss) | $ (11,209) | $ (261,214) | $ (25,347) | $ (272,648) | | Net income (loss) | $ (15,565) | $ (237,634) | $ (34,095) | $ (253,461) | | Basic income (loss) per common share | $ (0.33) | $ (5.02) | $ (0.72) | $ (5.35) | | Diluted income (loss) per common share | $ (0.33) | $ (5.02) | $ (0.72) | $ (5.35) | [Consolidated Statements of Comprehensive Income (Loss)](index=12&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) | (in thousands) | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Six months ended June 30, 2019 | Six months ended June 30, 2018 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $ (15,565) | $ (237,634) | $ (34,095) | $ (253,461) | | Total other comprehensive income (loss), net of tax | $ 20 | $ (24) | $ 58 | $ — | | Total comprehensive income (loss) | $ (15,545) | $ (237,658) | $ (34,037) | $ (253,461) | [Consolidated Statements of Cash Flows](index=13&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) | (in thousands) | Six months ended June 30, 2019 | Six months ended June 30, 2018 | | :--------------- | :----------------------------- | :----------------------------- | | Net cash provided by (used in) operating activities | $ (8,141) | $ (57,440) | | Net cash provided by (used in) investing activities | $ (42,049) | $ (23,831) | | Net cash provided by (used in) financing activities | $ (457) | $ (2,045) | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $ (50,634) | $ (83,316) | | Cash, cash equivalents, and restricted cash - end of period | $ 162,448 | $ 197,267 | [Note 1 — Basis of Presentation](index=14&type=section&id=Note%201%20%E2%80%94%20Basis%20of%20Presentation) This note explains that the unaudited consolidated financial statements adhere to U.S. GAAP for interim reporting, including all necessary adjustments, and details revenue recognition policies and the adoption of ASC 842 (Leases) - Unaudited Consolidated Financial Statements are prepared in accordance with U.S. GAAP for interim financial information, with all necessary normal, recurring adjustments included[30](index=30&type=chunk) - Revenue is recognized upon transfer of control of promised products or services, with judgment required for identifying performance obligations and allocating revenue for contracts with multiple deliverables[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) - The Company adopted ASC 842 (Leases) effective January 1, 2019, recognizing approximately **$14.2 million** each in Right-of-Use (ROU) assets and lease liabilities, with no impact on the Consolidated Statements of Operations, Comprehensive Income, or Cash Flows[42](index=42&type=chunk)[43](index=43&type=chunk) [Note 2 — Income (Loss) Per Common Share](index=18&type=section&id=Note%202%20%E2%80%94%20Income%20%28Loss%29%20Per%20Common%20Share) This note provides a detailed breakdown of basic and diluted income (loss) per common share, along with the weighted average shares outstanding for the reported periods | (in thousands, except per share amounts) | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Six months ended June 30, 2019 | Six months ended June 30, 2018 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $ (15,565) | $ (237,634) | $ (34,095) | $ (253,461) | | Basic income (loss) per common share | $ (0.33) | $ (5.02) | $ (0.72) | $ (5.35) | | Diluted income (loss) per common share | $ (0.33) | $ (5.02) | $ (0.72) | $ (5.35) | | Basic weighted average shares outstanding | 47,112 | 47,311 | 47,145 | 47,332 | | Diluted weighted average shares outstanding | 47,112 | 47,311 | 47,145 | 47,332 | - Common share equivalents and potentially dilutive shares were excluded from diluted weighted average shares outstanding due to the Company incurring a net loss, making their effect antidilutive[44](index=44&type=chunk) [Note 3 — Assets](index=18&type=section&id=Note%203%20%E2%80%94%20Assets) This note details the composition of the Company's assets, including short-term investments, inventories, and intangible assets, along with non-marketable investments subject to impairment reviews - Short-term investments are classified as available-for-sale, reported at fair value, and include U.S. treasuries, government agency securities, corporate debt, and commercial paper[45](index=45&type=chunk) | Inventories (in thousands) | June 30, 2019 | December 31, 2018 | | :--------------- | :------------ | :---------------- | | Materials | $ 85,721 | $ 90,816 | | Work-in-process | $ 36,236 | $ 42,354 | | Finished goods | $ 17,751 | $ 23,141 | | Total Inventories | $ 139,708 | $ 156,311 | | Intangible Assets, Net (in thousands) | June 30, 2019 | December 31, 2018 | | :--------------- | :------------ | :---------------- | | Technology | $ 44,111 | $ 46,410 | | Customer relationships | $ 26,208 | $ 28,469 | | Trademarks and tradenames | $ 6,333 | $ 7,011 | | Total Intangible Assets, Net | $ 76,689 | $ 85,149 | - The Company holds non-marketable investments in Kateeva, Inc. (**$21.0 million**) and another entity (**$3.5 million**) at cost, subject to periodic impairment reviews[59](index=59&type=chunk) [Note 4 — Liabilities](index=24&type=section&id=Note%204%20%E2%80%94%20Liabilities) This note outlines the Company's liabilities, including accrued expenses, warranty obligations, customer deposits, deferred revenue, and long-term debt, providing details on changes and remaining performance obligations | Accrued Expenses and Other Current Liabilities (in thousands) | June 30, 2019 | December 31, 2018 | | :--------------- | :------------ | :---------------- | | Payroll and related benefits | $ 14,768 | $ 20,486 | | Warranty | $ 7,099 | $ 7,852 | | Operating lease liabilities | $ 4,440 | $ — | | Interest | $ 4,321 | $ 4,321 | | Total Accrued Expenses and Other Current Liabilities | $ 42,797 | $ 46,450 | | Warranty Activity (in thousands) | Six months ended June 30, 2019 | | :--------------- | :----------------------------- | | Balance - December 31, 2018 | $ 7,852 | | Warranties issued | $ 2,518 | | Consumption of reserves | $ (3,350) | | Changes in estimate | $ 79 | | Balance - June 30, 2019 | $ 7,099 | | Customer Deposits and Deferred Revenue (in thousands) | June 30, 2019 | December 31, 2018 | | :--------------- | :------------ | :---------------- | | Customer deposits | $ 34,600 | $ 28,300 | | Deferred revenue | $ 49,450 | $ 44,415 | | Total Customer Deposits and Deferred Revenue | $ 84,031 | $ 72,736 | - The Company has **$65.1 million** in remaining performance obligations on contracts with original estimated duration of one year or more, with approximately **64%** expected to be recognized within one year[65](index=65&type=chunk) | Long-term Debt (in thousands) | June 30, 2019 | December 31, 2018 | | :--------------- | :------------ | :---------------- | | Principal amount | $ 345,000 | $ 345,000 | | Net carrying value | $ 293,611 | $ 287,392 | | Fair value | $ 305,300 | N/A | [Note 5 — Commitments and Contingencies](index=29&type=section&id=Note%205%20%E2%80%94%20Commitments%20and%20Contingencies) This note details the Company's operating lease commitments, purchase commitments, outstanding bank guarantees, and ongoing class action lawsuits related to the Ultratech acquisition | Operating Leases (in thousands) | Operating Leases | | :--------------- | :--------------- | | Payments due by period: | | | 2019 | $ 2,450 | | 2020 | $ 5,119 | | 2021 | $ 2,439 | | 2022 | $ 1,356 | | 2023 | $ 865 | | Thereafter | $ 551 | | Total future minimum lease payments | $ 12,780 | - Purchase commitments totaled **$84.5 million** at June 30, 2019, with substantially all due within one year[73](index=73&type=chunk) - Outstanding bank guarantees and letters of credit were **$7.9 million**, with **$66.9 million** unused at June 30, 2019[74](index=74&type=chunk) - The Company is vigorously defending two class action lawsuits related to the Ultratech acquisition, alleging false/misleading statements and breach of fiduciary duty[75](index=75&type=chunk)[76](index=76&type=chunk) [Note 6 — Derivative Financial Instruments](index=30&type=section&id=Note%206%20%E2%80%94%20Derivative%20Financial%20Instruments) This note explains the Company's use of monthly forward derivative contracts to manage foreign currency exchange rate risk, confirming no outstanding contracts or related gains/losses during the reported periods - The Company uses monthly forward derivative contracts to mitigate foreign currency exchange rate risk, not for speculative purposes[78](index=78&type=chunk) - No outstanding derivative contracts at June 30, 2019, or December 31, 2018, and no gains or losses from currency exchange derivatives for the six months ended June 30, 2019[79](index=79&type=chunk) [Note 7 — Equity](index=32&type=section&id=Note%207%20%E2%80%94%20Equity) This note provides a comprehensive breakdown of changes in stockholders' equity, including common stock, treasury stock, additional paid-in capital, accumulated deficit, and accumulated other comprehensive income | (in thousands) | Balance at Dec 31, 2018 | Net loss | Other comprehensive income, net of tax | Share-based compensation expense | Net issuance under employee stock plans | Balance at June 30, 2019 | | :--------------- | :---------------------- | :------- | :------------------------------------- | :------------------------------- | :-------------------------------------- | :----------------------- | | Common Stock (Shares) | 48,547 | — | — | — | 424 | 48,971 | | Common Stock (Amount) | $ 485 | — | — | — | $ 5 | $ 490 | | Treasury Stock (Shares) | 523 | — | — | — | (523) | — | | Treasury Stock (Amount) | $ (5,872) | — | — | — | $ 5,872 | $ — | | Additional Paid-in Capital | $ 1,061,325 | — | — | $ 7,745 | $ (6,121) | $ 1,062,949 | | Accumulated Deficit | $ (619,983) | $ (34,095) | — | — | $ (213) | $ (654,291) | | Accumulated Other Comprehensive Income | $ 1,820 | — | $ 58 | — | — | $ 1,878 | | Total | $ 437,775 | $ (34,095) | $ 58 | $ 7,745 | $ (4,457) | $ 411,026 | | Accumulated Other Comprehensive Income (in thousands) | Balance - December 31, 2018 | Other comprehensive income (loss) | Balance - June 30, 2019 | | :--------------- | :-------------------------- | :-------------------------------- | :---------------------- | | Foreign Currency Translation | $ 1,836 | $ 13 | $ 1,849 | | Unrealized Gains (Losses) on Available for Sale Securities | $ (16) | $ 45 | $ 29 | | Total | $ 1,820 | $ 58 | $ 1,878 | [Note 8 — Share-based compensation](index=34&type=section&id=Note%208%20%E2%80%94%20Share-based%20compensation) This note details the Company's share-based compensation expenses across various functional areas and provides a summary of stock option and restricted stock unit activity | Share-based Compensation Expense (in thousands) | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Six months ended June 30, 2019 | Six months ended June 30, 2018 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of sales | $ 595 | $ 536 | $ 1,065 | $ 1,090 | | Research and development | $ 982 | $ 1,065 | $ 1,775 | $ 2,019 | | Selling, general, and administrative | $ 3,011 | $ 2,646 | $ 4,905 | $ 5,503 | | Restructuring | $ — | $ 657 | $ — | $ 829 | | Total | $ 4,588 | $ 4,904 | $ 7,745 | $ 9,441 | | Stock Option Activity (in thousands) | Number of Shares | Weighted Average Exercise Price | | :--------------- | :--------------- | :------------------------------ | | Balance - December 31, 2018 | 1,222 | $ 34.80 | | Expired or forfeited | (69) | $ 33.62 | | Balance - June 30, 2019 | 1,153 | $ 34.87 | | Restricted Stock Unit Activity (in thousands) | Number of Shares | Weighted Average Grant Date Fair Value | | :--------------- | :--------------- | :------------------------------------- | | Balance - December 31, 2018 | 2,218 | $ 20.74 | | Granted | 1,035 | $ 11.41 | | Vested | (589) | $ 22.35 | | Forfeited | (97) | $ 21.79 | | Balance - June 30, 2019 | 2,566 | $ 16.71 | [Note 9 — Income Taxes](index=35&type=section&id=Note%209%20%E2%80%94%20Income%20Taxes) This note explains that the Company's U.S. deferred tax assets are fully offset by a valuation allowance and details the income tax expense or benefit for the reported periods - The Company's U.S. deferred tax assets are fully offset by a valuation allowance due to uncertainty of future benefit realization[86](index=86&type=chunk) | Income Taxes (in thousands) | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Six months ended June 30, 2019 | Six months ended June 30, 2018 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Loss before income taxes | $ (15,420) | $ (265,659) | $ (33,759) | $ (281,716) | | Income tax expense (benefit) | $ 145 | $ (28,025) | $ 336 | $ (28,255) | - Income tax expense for Q2 2019 was **$0.1 million** (vs. **$28.0 million** benefit in Q2 2018), primarily due to domestic operations and foreign withholding taxes, offset by intangible asset amortization[88](index=88&type=chunk) - Income tax expense for H1 2019 was **$0.3 million** (vs. **$28.3 million** benefit in H1 2018), driven by similar factors as Q2, with 2018 benefits primarily from refundable alternative minimum tax credits and deferred tax benefit on intangible asset impairment[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) [Note 10 — Segment Reporting and Geographic Information](index=36&type=section&id=Note%2010%20%E2%80%94%20Segment%20Reporting%20and%20Geographic%20Information) This note clarifies that Veeco operates as a single reportable segment, categorizing sales by four end-markets and providing a breakdown of sales by geographic region - Veeco operates as one reportable segment, focusing on the design, development, manufacture, and support of thin film process equipment for electronic devices[92](index=92&type=chunk) - Sales are categorized into four end-markets: Advanced Packaging, MEMS & RF Filters; LED Lighting, Display & Compound Semiconductor; Front-End Semiconductor; and Scientific & Industrial[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) | Sales by End-Market and Geographic Region (in thousands) | Three months ended June 30, 2019 | Three months ended June 30, 2018 | Six months ended June 30, 2019 | Six months ended June 30, 2018 | | :--------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Sales by end-market: | | | | | | Advanced Packaging, MEMS & RF Filters | $ 16,443 | $ 24,758 | $ 39,570 | $ 51,911 | | LED Lighting, Display & Compound Semiconductor | $ 9,692 | $ 87,817 | $ 23,242 | $ 177,733 | | Front-End Semiconductor | $ 24,509 | $ 18,152 | $ 47,126 | $ 27,609 | | Scientific & Industrial | $ 47,178 | $ 27,052 | $ 87,255 | $ 59,100 | | Total Sales | $ 97,822 | $ 157,779 | $ 197,193 | $ 316,353 | | Sales by geographic region: | | | | | | United States | $ 39,784 | $ 32,939 | $ 72,099 | $ 56,694 | | China | $ 19,654 | $ 70,457 | $ 29,813 | $ 145,850 | | EMEA | $ 12,324 | $ 25,405 | $ 30,151 | $ 41,151 | | Rest of World | $ 26,060 | $ 28,978 | $ 65,130 | $ 72,658 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of Veeco's financial condition and results of operations for the three and six months ended June 30, 2019, compared to the prior year, detailing revenue performance by market and region, changes in expenses, and liquidity [Executive Summary](index=39&type=section&id=Executive%20Summary) This summary highlights Veeco's position as a leading semiconductor process equipment manufacturer and details key sales drivers across its Advanced Packaging, Front-End Semiconductor, and Scientific & Industrial markets - Veeco is a leading manufacturer of semiconductor process equipment, leveraging MOCVD, lithography, laser annealing, ion beam, and single wafer etch & clean technologies[100](index=100&type=chunk) - Sales in Advanced Packaging, MEMS & RF Filter market were driven by Lithography and PSP systems for advanced packaging, including recent traction in DRAM packaging and GPU applications[102](index=102&type=chunk) - Front-End Semiconductor sales were strong due to laser annealing systems and LDD-IBD for EUV Mask Blank Production, while Scientific & Industrial sales were supported by Ion Beam systems for data storage and optical coatings[104](index=104&type=chunk)[105](index=105&type=chunk) [Results of Operations (Three Months Ended June 30)](index=41&type=section&id=Results%20of%20Operations%20%28Three%20Months%20Ended%20June%2030%29) This section analyzes the Company's financial performance for the three months ended June 30, 2019, detailing significant decreases in net sales, gross profit, and net loss, driven by market shifts and reduced operating expenses | (in thousands) | Q2 2019 | Q2 2018 | Change ($) | Change (%) | | :--------------- | :------ | :------ | :--------- | :--------- | | Net sales | $ 97,822 | $ 157,779 | $ (59,957) | (38)% | | Gross profit | $ 36,285 | $ 55,395 | $ (19,110) | (34)% | | Operating income (loss) | $ (11,209) | $ (261,214) | $ 250,005 | (96)% | | Net income (loss) | $ (15,565) | $ (237,634) | $ 222,069 | (93)% | - Net sales decreased by **38%** YoY, primarily due to an **89%** decline in the LED Lighting, Display & Compound Semiconductor market, partially offset by **74%** growth in Scientific & Industrial and **35%** in Front-End Semiconductor[107](index=107&type=chunk)[108](index=108&type=chunk) - Geographically, sales decreased significantly in China (**-72%**) and EMEA (**-51%**), while increasing in the United States (**+21%**)[108](index=108&type=chunk) - Operating expenses decreased by **85%** YoY, largely due to a non-recurring **$252.3 million** asset impairment charge in Q2 2018, alongside reductions in R&D, SG&A, amortization, and restructuring expenses from streamlining efforts[107](index=107&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk)[118](index=118&type=chunk)[120](index=120&type=chunk) [Results of Operations (Six Months Ended June 30)](index=46&type=section&id=Results%20of%20Operations%20%28Six%20Months%20Ended%20June%2030%29) This section analyzes the Company's financial performance for the six months ended June 30, 2019, highlighting significant decreases in net sales, gross profit, and net loss, driven by market shifts and reduced operating expenses | (in thousands) | H1 2019 | H1 2018 | Change ($) | Change (%) | | :--------------- | :------ | :------ | :--------- | :--------- | | Net sales | $ 197,193 | $ 316,353 | $ (119,160) | (38)% | | Gross profit | $ 71,001 | $ 112,075 | $ (41,074) | (37)% | | Operating income (loss) | $ (25,347) | $ (272,648) | $ 247,301 | (91)% | | Net income (loss) | $ (34,095) | $ (253,461) | $ 219,366 | (87)% | - Net sales decreased by **38%** YoY, primarily due to an **87%** decline in the LED Lighting, Display & Compound Semiconductor market, partially offset by **48%** growth in Scientific & Industrial and **71%** in Front-End Semiconductor[128](index=128&type=chunk) - Geographically, sales decreased significantly in China (**-80%**) and EMEA (**-27%**), while increasing in the United States (**+27%**)[128](index=128&type=chunk) - Operating expenses decreased by **75%** YoY, largely due to a non-recurring **$252.3 million** asset impairment charge in H1 2018, alongside reductions in R&D, SG&A, amortization, and restructuring expenses from streamlining efforts[127](index=127&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) This section details the Company's cash position, changes in cash flows from operating and investing activities, and its outlook on meeting future liquidity needs | Cash, Cash Equivalents, Restricted Cash, and Short-term Investments (in thousands) | June 30, 2019 | December 31, 2018 | | :--------------- | :------------ | :---------------- | | Cash and cash equivalents | $ 161,715 | $ 212,273 | | Restricted cash | $ 733 | $ 809 | | Short-term investments | $ 84,495 | $ 48,189 | | Total | $ 246,943 | $ 261,271 | - Net cash used in operating activities improved to **$8.1 million** for H1 2019, compared to **$57.4 million** used in H1 2018, driven by changes in operating assets and liabilities[145](index=145&type=chunk) - Net cash used in investing activities was **$42.0 million** for H1 2019, primarily due to net changes in investments and capital expenditures[146](index=146&type=chunk) - The Company believes its projected cash flow from operations, combined with current cash and short-term investments, will be sufficient to meet its needs for the next twelve months, including interest payments on Convertible Senior Notes due 2023[144](index=144&type=chunk)[148](index=148&type=chunk) [Contractual Obligations and Commitments](index=54&type=section&id=Contractual%20Obligations%20and%20Commitments) This section states that the Company's future contractual payment obligations for goods and services are expected to be funded by cash generated from operations - The Company has commitments under contractual arrangements for future payments for goods and services, expected to be funded by cash generated from operations[150](index=150&type=chunk) [Off-Balance Sheet Arrangements](index=54&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that the Company has no material off-balance sheet arrangements beyond the disclosed bank guarantees and purchase commitments - The Company does not have any material off-balance sheet arrangements other than disclosed bank guarantees and purchase commitments[151](index=151&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section outlines the Company's exposure to market risks, specifically interest rate risk related to its investment portfolio and currency exchange risk from global operations, and the strategies used to manage these exposures - Interest rate risk primarily affects the investment portfolio (**$84.5 million** in fixed-income securities); a **100 basis point** increase in interest rates would result in a **$0.2 million** decrease in fair value[152](index=152&type=chunk) - The Company uses monthly forward derivative contracts to mitigate foreign currency exchange rate risk, not for speculative purposes, as a portion of revenues and earnings are exposed to currency fluctuations[153](index=153&type=chunk)[154](index=154&type=chunk) - Net sales to customers outside the U.S. represented **60%** (Q2 2019) and **63%** (H1 2019) of total net sales, but most sales are U.S. dollar denominated, leading to an immaterial impact from a **10%** change in foreign exchange rates[155](index=155&type=chunk)[156](index=156&type=chunk) [Item 4. Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) Management has evaluated and concluded that the Company's disclosure controls and procedures were effective as of June 30, 2019, and there were no material changes in internal control over financial reporting during the quarter - Management concluded that disclosure controls and procedures are effective as of June 30, 2019[158](index=158&type=chunk) - There were no changes in internal control over financial reporting that materially affected or are reasonably likely to materially affect internal control during the quarter ended June 30, 2019[159](index=159&type=chunk) [PART II—OTHER INFORMATION](index=56&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) This section details ongoing legal proceedings, including two class action lawsuits related to the Ultratech acquisition, which the Company is vigorously defending, and asserts that their ultimate resolution is not expected to materially affect its financial position - The Company is defending a consolidated class action complaint (Wolther v. Maheshwari et al.) alleging false/misleading statements in the registration statement for the Ultratech acquisition[161](index=161&type=chunk) - A derivative action (Vladimir Gusinsky Revocable Trust v. Peeler, et al.) was filed on behalf of Veeco stockholders, asserting claims for breach of fiduciary duty and waste of corporate assets related to the Ultratech acquisition[162](index=162&type=chunk) - The Company does not believe that the ultimate resolution of these or other legal matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows[163](index=163&type=chunk) [Item 1A. Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) This section updates the Company's risk factors, specifically adding a new risk related to changes in U.S. trade policy, export controls, and ongoing trade disputes with China, which could significantly impact its business, operations, and financial condition - A new risk factor has been added regarding changes in U.S. trade policy and export controls, and ongoing trade disputes between the U.S. and China[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) - These changes, including tariffs, Entity List additions (e.g., Huawei), and restrictions on emerging technologies, could adversely affect demand for products, increase costs, and lead to retaliatory actions by China[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - The Company faces increasing difficulty in obtaining export licenses and uncertainty regarding the disposition of affected inventory, potentially leading to order cancellations or losses[169](index=169&type=chunk)[170](index=170&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on the Company's share repurchase program, noting that no shares were purchased during the second quarter of 2019, with **$14.3 million** utilized out of the **$100 million** authorized program - No shares were purchased during the second quarter of 2019 under the **$100 million** share repurchase program authorized through December 11, 2019[173](index=173&type=chunk) - As of June 30, 2019, **$14.3 million** of the **$100 million** repurchase program had been utilized[173](index=173&type=chunk) [Item 3. Defaults Upon Senior Securities](index=60&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[174](index=174&type=chunk) [Item 4. Mine Safety Disclosures](index=60&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the Company - Mine Safety Disclosures are not applicable[175](index=175&type=chunk) [Item 5. Other Information](index=60&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report under this item - No other information to report[176](index=176&type=chunk) [Item 6. Exhibits](index=61&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Securities and Exchange Commission, including certifications from the Chief Executive Officer and Chief Financial Officer, and various XBRL documents | Exhibit Number | Exhibit Description | Filed or Furnished Herewith | | :------------- | :------------------------------------------------------------------------------------------------------- | :-------------------------- | | 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934. | * | | 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a—14(a) or Rule 15d—14(a) of the Securities and Exchange Act of 1934. | * | | 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. | * | | 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. | * | | 101.INS | XBRL Instance Document | ** | | 101.XSD | XBRL Schema. | ** | | 101.PRE | XBRL Presentation. | ** | | 101.CAL | XBRL Calculation. | ** | | 101.DEF | XBRL Definition. | ** | | 101.LAB | XBRL Label. | ** | [SIGNATURES](index=61&type=section&id=SIGNATURES) This section contains the official signatures of the Chief Executive Officer and Chief Financial Officer, certifying the filing of the report on behalf of Veeco Instruments Inc - The report was duly signed on August 5, 2019, by William J. Miller, Ph.D., Chief Executive Officer, and Shubham Maheshwari, Executive Vice President, Chief Financial Officer, and Chief Operating Officer[181](index=181&type=chunk)[182](index=182&type=chunk)

[Filing Information](index=1&type=section&id=Filing%20Information) This section details the Quarterly Report on Form 10-Q for Veeco Instruments Inc. for the period ended March 31, 2019, including its filer status and common stock information - The document is a Quarterly Report on Form 10-Q for the period ended March 31, 2019, filed by Veeco Instruments Inc[2](index=2&type=chunk) - Veeco Instruments Inc. is classified as a **Large Accelerated Filer**[4](index=4&type=chunk) Common Stock Information | 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 | - As of April 25, 2019, there were **48,675,196 shares of common stock outstanding**[4](index=4&type=chunk) [Safe Harbor Statement](index=4&type=section&id=Safe%20Harbor%20Statement) This statement highlights that the report contains forward-looking information subject to risks and uncertainties, which may cause actual results to differ materially - This report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from projected results[8](index=8&type=chunk) - The preparation of financial statements requires management to make estimates and assumptions, which may ultimately differ from actual results[9](index=9&type=chunk) - Key risks include unfavorable market conditions, global business operations, international trade disputes, IT system disruptions, intellectual property issues, stock price volatility, potential impairment charges, significant competition, rapid technological change, dependence on consumer electronics, concentrated customer base, and industry cyclicality[10](index=10&type=chunk)[12](index=12&type=chunk)[15](index=15&type=chunk) [PART I—FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This part presents Veeco Instruments Inc.'s unaudited consolidated financial statements and management's discussion and analysis for the three months ended March 31, 2019 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents Veeco Instruments Inc.'s unaudited consolidated financial statements for the three months ended March 31, 2019, including the Balance Sheets, Statements of Operations, Statements of Comprehensive Income (Loss), Statements of Cash Flows, and detailed notes, prepared in accordance with U.S. GAAP for interim reporting [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of Veeco Instruments Inc.'s financial position, detailing assets, liabilities, and equity as of March 31, 2019, and December 31, 2018 Consolidated Balance Sheet Highlights (in thousands) | Metric | March 31, 2019 | December 31, 2018 | Change | | :------------------------ | :------------- | :---------------- | :----------- | | Total Assets | $885,594 | $900,816 | $(15,222) | | Total Liabilities | $463,796 | $463,041 | $755 | | Total Stockholders' Equity | $421,798 | $437,775 | $(15,977) | | Cash and cash equivalents | $169,439 | $212,273 | $(42,834) | | Short-term investments | $67,215 | $48,189 | $19,026 | | Inventories | $148,103 | $156,311 | $(8,208) | | Long-term debt | $290,473 | $287,392 | $3,081 | [Consolidated Statements of Operations](index=8&type=section&id=Consolidated%20Statements%20of%20Operations) This section presents Veeco Instruments Inc.'s financial performance, including net sales, gross profit, operating income, and net income for the three months ended March 31, 2019 and 2018 Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | Change | Change (%) | | :------------------------ | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Net sales | $99,371 | $158,574 | $(59,203) | (37)% | | Cost of sales | $64,655 | $101,894 | $(37,239) | (37)% | | Gross profit | $34,716 | $56,680 | $(21,964) | (39)% | | Operating income (loss) | $(14,140) | $(11,435) | $(2,705) | 24% | | Net income (loss) | $(18,530) | $(15,827) | $(2,703) | 17% | | Basic EPS | $(0.40) | $(0.34) | $(0.06) | 17.6% | | Diluted EPS | $(0.40) | $(0.34) | $(0.06) | 17.6% | [Consolidated Statements of Comprehensive Income (Loss)](index=9&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20%28Loss%29) This section outlines Veeco Instruments Inc.'s comprehensive income or loss, including net income and other comprehensive income components for the three months ended March 31, 2019 and 2018 Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | Change | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | | Net income (loss) | $(18,530) | $(15,827) | $(2,703) | | Other comprehensive income (loss), net of tax | $38 | $24 | $14 | | Total comprehensive income (loss) | $(18,492) | $(15,803) | $(2,689) | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section details Veeco Instruments Inc.'s cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2019 and 2018 Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | Change | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Net cash provided by (used in) operating activities | $(22,291) | $(11,807) | $(10,484) | | Net cash provided by (used in) investing activities | $(20,938) | $(22,559) | $1,621 | | Net cash provided by (used in) financing activities | $379 | $117 | $262 | | Net increase (decrease) in cash, cash equivalents, and restricted cash | $(42,839) | $(34,217) | $(8,622) | | Cash, cash equivalents, and restricted cash - end of period | $170,243 | $246,366 | $(76,123) | [Notes to the Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the consolidated financial statements, covering accounting policies, estimates, and specific financial items [Note 1 — Basis of Presentation](index=11&type=section&id=Note%201%20%E2%80%94%20Basis%20of%20Presentation) This note describes the accounting principles and policies used in preparing the unaudited interim financial statements, including revenue recognition and lease accounting standards - Unaudited interim financial statements are prepared in accordance with **U.S. GAAP** for interim information and **SEC Regulation S-X**[26](index=26&type=chunk) - Revenue is recognized upon the **transfer of control** of promised products or services to the customer, requiring judgment for multiple deliverables and stand-alone selling prices[28](index=28&type=chunk)[29](index=29&type=chunk) - Most revenue is recognized at a **point in time**, typically upon system delivery after contractual acceptance provisions are met or objectively demonstrated[30](index=30&type=chunk)[31](index=31&type=chunk) - The company adopted **ASC 842 (Leases)** effective January 1, 2019, recognizing approximately **$14.2 million** each in Right-of-Use (ROU) assets and lease liabilities, with **no impact on the income or cash flow statements**[37](index=37&type=chunk)[38](index=38&type=chunk) [Note 2 — Income (Loss) Per Common Share](index=15&type=section&id=Note%202%20%E2%80%94%20Income%20%28Loss%29%20Per%20Common%20Share) This note details the calculation of basic and diluted earnings per share, including the treatment of potentially dilutive securities during periods of net loss Income (Loss) Per Common Share (in thousands, except per share amounts) | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) | $(18,530) | $(15,827) | | Basic EPS | $(0.40) | $(0.34) | | Diluted EPS | $(0.40) | $(0.34) | | Basic weighted average shares outstanding | 46,848 | 46,963 | | Diluted weighted average shares outstanding | 46,848 | 46,963 | | Potentially dilutive shares excluded (antidilutive) | 2,426 | 2,092 | | Convertible Senior Notes shares excluded (antidilutive) | 8,618 | 8,618 | - Due to a net loss, common share equivalents and potential shares from Convertible Senior Notes were **excluded from diluted EPS calculation** as their effect would be antidilutive[39](index=39&type=chunk) [Note 3 — Assets](index=15&type=section&id=Note%203%20%E2%80%94%20Assets) This note provides a breakdown of Veeco Instruments Inc.'s assets, including short-term investments, inventories, intangible assets, and non-marketable investments - Short-term investments are primarily classified as **available-for-sale** and reported at fair value, consisting of U.S. treasuries, government agency securities, corporate debt, and commercial paper[40](index=40&type=chunk)[42](index=42&type=chunk) Fair Value of Cash Equivalents and Short-term Investments (March 31, 2019, in thousands) | Asset Type | Level 1 | Level 2 | Total | | :-------------------- | :--------- | :--------- | :--------- | | Cash equivalents | $86,780 | $11,257 | $98,037 | | Short-term investments | $51,726 | $15,489 | $67,215 | Inventories (in thousands) | Category | March 31, 2019 | December 31, 2018 | | :-------------- | :------------- | :---------------- | | Materials | $84,711 | $90,816 | | Work-in-process | $36,299 | $42,354 | | Finished goods | $27,093 | $23,141 | | Total | $148,103 | $156,311 | Intangible Assets (Net, in thousands) | Category | March 31, 2019 | December 31, 2018 | | :---------------------- | :------------- | :---------------- | | Technology | $43,690 | $46,410 | | Customer relationships | $27,338 | $28,469 | | In-process R&D | $3,180 | $3,180 | | Trademarks and tradenames | $6,671 | $7,011 | | Other | $52 | $79 | | Total | $80,931 | $85,149 | - The company holds non-marketable investments in Kateeva, Inc. (**$21.0 million**) and another entity (**$3.5 million**), measured at cost and subject to periodic impairment reviews[52](index=52&type=chunk) [Note 4 — Liabilities](index=20&type=section&id=Note%204%20%E2%80%94%20Liabilities) This note details Veeco Instruments Inc.'s liabilities, including accrued expenses, warranty reserves, restructuring accruals, and the carrying value of convertible senior notes Accrued Expenses and Other Current Liabilities (in thousands) | Category | March 31, 2019 | December 31, 2018 | | :------------------------ | :------------- | :---------------- | | Payroll and related benefits | $17,722 | $20,486 | | Warranty | $7,226 | $7,852 | | Operating lease liabilities | $4,797 | — | | Interest | $1,992 | $4,321 | | Professional fees | $3,059 | $2,897 | | Sales, use, and other taxes | $1,256 | $2,670 | | Restructuring liability | $1,720 | $2,213 | | Other | $6,268 | $6,011 | | Total | $44,040 | $46,450 | - Warranty reserves **decreased** from **$7.852 million** at December 31, 2018, to **$7.226 million** at March 31, 2019[55](index=55&type=chunk) - Restructuring accruals totaled **$1.720 million** at March 31, 2019, reflecting ongoing cost-saving initiatives and headcount reductions[56](index=56&type=chunk)[58](index=58&type=chunk) Convertible Senior Notes Carrying Value (in thousands) | Component | March 31, 2019 | December 31, 2018 | | :------------------------ | :------------- | :---------------- | | Principal amount | $345,000 | $345,000 | | Unamortized debt discount | $(49,537) | $(52,336) | | Unamortized transaction costs | $(4,990) | $(5,272) | | Net carrying value | $290,473 | $287,392 | - Total interest expense related to the Convertible Senior Notes was **$5.410 million** for the three months ended March 31, 2019, including **$3.081 million** in non-cash interest expense[61](index=61&type=chunk) [Note 5 — Commitments and Contingencies](index=22&type=section&id=Note%205%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines Veeco Instruments Inc.'s contractual obligations, including operating lease commitments, purchase commitments, and ongoing legal proceedings Operating Lease Commitments (March 31, 2019, in thousands) | Period (Payments due) | Operating Leases | | :-------------------- | :--------------- | | 2019 (excluding Q1) | $4,144 | | 2020 | $5,233 | | 2021 | $2,431 | | 2022 | $1,334 | | 2023 | $853 | | Thereafter | $548 | | Total future minimum lease payments | $14,543 | | Less: Imputed interest | $(1,364) | | Total | $13,179 | - The weighted average remaining lease term for operating leases is **3 years**, with a weighted average discount rate of **6.0%**[63](index=63&type=chunk) - Purchase commitments totaled **$90.5 million** at March 31, 2019, with substantially all due within one year[66](index=66&type=chunk) - The company is **vigorously defending** two class action lawsuits related to the Ultratech acquisition, alleging misstatements and breach of fiduciary duty, but does not believe they will have a **material adverse effect**[68](index=68&type=chunk)[69](index=69&type=chunk)[70](index=70&type=chunk) [Note 6 — Derivative Financial Instruments](index=24&type=section&id=Note%206%20%E2%80%94%20Derivative%20Financial%20Instruments) This note describes Veeco Instruments Inc.'s use of derivative contracts to manage foreign currency exchange risk, emphasizing their non-speculative nature - The company uses monthly forward derivative contracts to **mitigate foreign currency exchange risk**, not for speculative purposes[71](index=71&type=chunk) - There were **no outstanding derivative contracts** or gains/losses from currency exchange derivatives for the three months ended March 31, 2019[72](index=72&type=chunk) [Note 7 — Equity](index=25&type=section&id=Note%207%20%E2%80%94%20Equity) This note details changes in Veeco Instruments Inc.'s stockholders' equity, including common stock, additional paid-in capital, accumulated deficit, and comprehensive income Changes in Stockholders' Equity (in thousands) | Item | Balance at Dec 31, 2018 | Q1 2019 Activity | Balance at Mar 31, 2019 | | :---------------------------------- | :---------------------- | :--------------- | :---------------------- | | Common Stock (Amount) | $485 | $2 | $487 | | Treasury Stock (Amount) | $(5,872) | $5,872 | $0 | | Additional Paid-in Capital | $1,061,325 | $(3,146) | $1,058,179 | | Accumulated Deficit | $(619,983) | $(18,743) | $(638,726) | | Accumulated Other Comprehensive Income | $1,820 | $38 | $1,858 | | Total Stockholders' Equity | $437,775 | $(15,977) | $421,798 | - Accumulated Other Comprehensive Income (AOCI) **increased by $38 thousand**, primarily due to unrealized gains on available-for-sale securities and foreign currency translation[75](index=75&type=chunk) [Note 8 — Share-based compensation](index=26&type=section&id=Note%208%20%E2%80%94%20Share-based%20compensation) This note outlines Veeco Instruments Inc.'s share-based compensation expense across various line items and changes in non-vested restricted and performance shares Share-based Compensation Expense (in thousands) | Line Item | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :---------------------------- | :-------------------------------- | :-------------------------------- | | Cost of sales | $470 | $554 | | Research and development | $792 | $954 | | Selling, general, and administrative | $1,895 | $2,857 | | Restructuring | $0 | $172 | | Total | $3,157 | $4,537 | - Total share-based compensation expense **decreased by $1.38 million (30.4%)** year-over-year[77](index=77&type=chunk) - Non-vested restricted and performance shares **increased** from **2,218 thousand shares** at December 31, 2018, to **2,938 thousand shares** at March 31, 2019, due to new grants offset by vesting and forfeitures[78](index=78&type=chunk) [Note 9 — Income Taxes](index=27&type=section&id=Note%209%20%E2%80%94%20Income%20Taxes) This note details Veeco Instruments Inc.'s loss before income taxes and income tax expense or benefit, explaining the drivers for domestic and non-U.S. tax positions Loss Before Income Taxes and Income Tax Expense (Benefit) (in thousands) | Metric | Three months ended March 31, 2019 | Three months ended March 31, 2018 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Loss before income taxes | $(18,340) | $(16,057) | | Income tax expense (benefit) | $190 | $(230) | - The domestic tax expense is primarily attributable to the **tax amortization of indefinite-lived intangible assets**, which is not available to offset U.S. deferred tax assets due to a valuation allowance[81](index=81&type=chunk) - The non-U.S. tax expense in Q1 2019 is primarily due to **non-U.S. operation profits** and foreign withholding taxes on unremitted earnings, partially offset by intangible asset amortization[81](index=81&type=chunk)[82](index=82&type=chunk) [Note 10 — Segment Reporting and Geographic Information](index=28&type=section&id=Note%2010%20%E2%80%94%20Segment%20Reporting%20and%20Geographic%20Information) This note provides insights into Veeco Instruments Inc.'s single operating segment, categorizing sales by end-market and geographic region for performance analysis - Veeco operates and measures its results in **one operating segment**: the design, development, manufacture, and support of thin film process equipment[83](index=83&type=chunk) - Sales are categorized into four end-markets: **Advanced Packaging, MEMS & RF Filters**; **LED Lighting, Display & Compound Semiconductor**; **Front-End Semiconductor**; and **Scientific & Industrial**[84](index=84&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk) Sales by End-Market (in thousands) | End-Market | Three months ended March 31, 2019 | Three months ended March 31, 2018 | Change | Change (%) | | :---------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Advanced Packaging, MEMS & RF Filters | $23,127 | $27,153 | $(4,026) | (15)% | | LED Lighting, Display & Compound Semiconductor | $13,550 | $89,916 | $(76,366) | (85)% | | Front-End Semiconductor | $22,617 | $9,457 | $13,160 | 139% | | Scientific & Industrial | $40,077 | $32,048 | $8,029 | 25% | | Total | $99,371 | $158,574 | $(59,203) | (37)% | Sales by Geographic Region (in thousands) | Geographic Region | Three months ended March 31, 2019 | Three months ended March 31, 2018 | Change | Change (%) | | :---------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | United States | $32,315 | $23,754 | $8,561 | 36% | | China | $10,159 | $75,395 | $(65,236) | (87)% | | EMEA | $17,827 | $15,745 | $2,082 | 13% | | Rest of World | $39,070 | $43,680 | $(4,610) | (11)% | | Total | $99,371 | $158,574 | $(59,203) | (37)% | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of Veeco's financial condition and results of operations for the three months ended March 31, 2019, highlighting significant declines in net sales and gross profit, increased net loss, and details on liquidity and capital resources [Cautionary Statement Regarding Forward Looking Statements](index=30&type=section&id=Cautionary%20Statement%20Regarding%20Forward%20Looking%20Statements) This statement advises readers that the discussion contains forward-looking statements subject to risks and uncertainties, and actual results may differ materially - The discussion contains forward-looking statements, identified by specific terminology, which are subject to risks and uncertainties[90](index=90&type=chunk) - Readers are cautioned not to place undue reliance on forward-looking statements, as actual results may differ materially[90](index=90&type=chunk) [Executive Summary](index=30&type=section&id=Executive%20Summary) This summary introduces Veeco as a leading manufacturer of semiconductor and thin film process equipment, outlining key drivers and applications across its four market segments - Veeco is a leading manufacturer of innovative semiconductor and thin film process equipment, with revenue categorized into **four key market segments**[91](index=91&type=chunk)[92](index=92&type=chunk) - Sales in Advanced Packaging, MEMS & RF Filter market were driven by **Lithography and PSP systems** for advanced packaging processes, with encouraging traction in **DRAM packaging**[93](index=93&type=chunk) - Sales in LED Lighting, Display & Compound Semiconductor market were driven by **display and photonics applications**, with future business expected from **3D sensors, VCSELs, laser diodes, and RF devices**[94](index=94&type=chunk) - Front-End Semiconductor sales were primarily driven by **laser annealing systems** for advanced-node foundry processes and increasing adoption of **LDD-IBD for EUV Mask Blank Production**[95](index=95&type=chunk) - Scientific & Industrial sales were supported by **Ion Beam systems** for data storage and optical coatings, and **MBE systems** for research, driven by demand for improved areal density in magnetic heads[96](index=96&type=chunk) [Results of Operations](index=31&type=section&id=Results%20of%20Operations) This section analyzes Veeco Instruments Inc.'s financial performance, detailing changes in net sales, gross profit, and operating expenses for the three months ended March 31, 2019 [Net Sales](index=31&type=section&id=Net%20Sales) This section analyzes the significant decrease in net sales, particularly in the LED Lighting, Display & Compound Semiconductor market and China, for the three months ended March 31, 2019 Net Sales by Market (in thousands) | End-Market | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | Change (%) | | :---------------------------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Advanced Packaging, MEMS & RF Filters | $23,127 | $27,153 | $(4,026) | (15)% | | LED Lighting, Display & Compound Semiconductor | $13,550 | $89,916 | $(76,366) | (85)% | | Front-End Semiconductor | $22,617 | $9,457 | $13,160 | 139% | | Scientific & Industrial | $40,077 | $32,048 | $8,029 | 25% | | Total | $99,371 | $158,574 | $(59,203) | (37)% | Net Sales by Geographic Region (in thousands) | Geographic Region | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | Change (%) | | :---------------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | United States | $32,315 | $23,754 | $8,561 | 36% | | China | $10,159 | $75,395 | $(65,236) | (87)% | | EMEA | $17,827 | $15,745 | $2,082 | 13% | | Rest of World | $39,070 | $43,680 | $(4,610) | (11)% | | Total | $99,371 | $158,574 | $(59,203) | (37)% | - The significant decrease in sales was primarily in the **LED Lighting, Display & Compound Semiconductor market**, particularly in **China**, where no significant new orders are expected in the near future[99](index=99&type=chunk)[100](index=100&type=chunk) [Gross Profit](index=33&type=section&id=Gross%20Profit) This section examines the decline in gross profit, attributing it to lower sales volume and reduced gross margins resulting from changes in product and region mix Gross Profit (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | Change (%) | | :---------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Gross profit | $34,716 | $56,680 | $(21,964) | (39)% | - Gross profit **decreased** due to lower sales volume and reduced gross margins, primarily resulting from changes in product and region mix of sales[101](index=101&type=chunk) [Research and Development](index=33&type=section&id=Research%20and%20Development) This section details the decrease in R&D expenses, primarily driven by lower personnel-related costs and professional fees as part of cost-saving initiatives Research and Development Expense (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | Change (%) | | :----- | :-------------------------------- | :-------------------------------- | :------- | :--------- | | R&D | $23,340 | $24,320 | $(980) | (4)% | - R&D expenses **decreased** primarily due to lower personnel-related expenses and professional fees, reflecting initiatives to streamline operations and reduce costs[102](index=102&type=chunk) [Selling, General, and Administrative](index=33&type=section&id=Selling%2C%20General%2C%20and%20Administrative) This section reports a decrease in SG&A expenses, mainly due to reduced personnel-related costs and professional fees from ongoing cost-saving initiatives Selling, General, and Administrative Expense (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | Change (%) | | :----- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | SG&A | $19,902 | $26,383 | $(6,481) | (25)% | - SG&A expenses **decreased** primarily due to reduced personnel-related expenses and professional fees from cost-saving initiatives[103](index=103&type=chunk) [Amortization Expense](index=33&type=section&id=Amortization%20Expense) This section explains the significant decrease in amortization expense, which is a direct result of intangible asset impairment recorded in the prior year Amortization of Intangible Assets (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | Change (%) | | :---------- | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Amortization | $4,218 | $13,532 | $(9,314) | (69)% | - The decrease in amortization expense is a result of the **impairment of intangible assets** recorded during the second quarter of 2018[104](index=104&type=chunk) [Restructuring Expense](index=33&type=section&id=Restructuring%20Expense) This section details the ongoing restructuring charges incurred in Q1 2019, reflecting efforts to streamline operations, enhance efficiencies, and reduce costs Restructuring Expense (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | Change (%) | | :------------ | :-------------------------------- | :-------------------------------- | :--------- | :--------- | | Restructuring | $1,430 | $2,695 | $(1,265) | (47)% | - Restructuring charges continued in Q1 2019 as part of ongoing efforts to streamline operations, enhance efficiencies, and reduce costs, including facility consolidation and headcount reductions[105](index=105&type=chunk)[106](index=106&type=chunk) [Interest Income (Expense)](index=33&type=section&id=Interest%20Income%20%28Expense%29) This section reports on net interest income and expense, including non-cash charges related to the amortization of debt discount and transaction costs for Convertible Senior Notes Net Interest Income (Expense) (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | Change (%) | | :---------------------- | :-------------------------------- | :-------------------------------- | :------- | :--------- | | Interest income (expense), net | $(4,200) | $(4,622) | $422 | (9)% | - Non-cash charges related to the amortization of debt discount and transaction costs for Convertible Senior Notes were **$3.1 million** in Q1 2019 and **$2.9 million** in Q1 2018[107](index=107&type=chunk) [Income Taxes](index=33&type=section&id=Income%20Taxes) This section explains the income tax expense or benefit, detailing the domestic tax expense from intangible asset amortization and non-U.S. tax expense from operation profits Income Tax Expense (Benefit) (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | | :-------------------------- | :-------------------------------- | :-------------------------------- | :----- | | Income tax expense (benefit) | $190 | $(230) | $420 | - The Q1 2019 tax expense included **$0.1 million** related to domestic operations and **$0.1 million** related to non-U.S. operations[109](index=109&type=chunk) - Domestic tax expense is primarily due to the **tax amortization of indefinite-lived intangible assets** not available to offset U.S. deferred tax assets[110](index=110&type=chunk) - Non-U.S. tax expense in Q1 2019 is primarily attributable to **non-U.S. operation profits** and foreign withholding taxes on unremitted earnings, offset by intangible asset amortization[110](index=110&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses Veeco Instruments Inc.'s ability to meet its financial obligations, detailing cash, investments, and cash flows from operating, investing, and financing activities [Cash, Cash Equivalents, Restricted Cash, and Short-term Investments](index=35&type=section&id=Cash%2C%20Cash%20Equivalents%2C%20Restricted%20Cash%2C%20and%20Short-term%20Investments) This section provides a summary of Veeco Instruments Inc.'s cash and investment balances, including amounts held outside the United States, and management's outlook on liquidity Cash and Investments (in thousands) | Metric | March 31, 2019 | December 31, 2018 | Change | | :---------------------- | :------------- | :---------------- | :----------- | | Cash and cash equivalents | $169,439 | $212,273 | $(42,834) | | Restricted cash | $804 | $809 | $(5) | | Short-term investments | $67,215 | $48,189 | $19,026 | | Total | $237,458 | $261,271 | $(23,813) | - At March 31, 2019, **$65.7 million** of cash and cash equivalents were held outside the United States[111](index=111&type=chunk) - Management believes projected cash flow from operations, combined with current cash and short-term investments, will be **sufficient to meet working capital requirements and contractual obligations** for the next twelve months[111](index=111&type=chunk) [Cash Flows from Operating Activities](index=35&type=section&id=Cash%20Flows%20from%20Operating%20Activities) This section analyzes the increase in net cash used in operating activities, attributing it to the net loss and unfavorable changes in operating assets and liabilities Net Cash Provided by (Used in) Operating Activities (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | :----------- | | Net cash provided by (used in) operating activities | $(22,291) | $(11,807) | $(10,484) | - Net cash used in operating activities **increased** due to the net loss and unfavorable changes in operating assets and liabilities, including decreases in accounts payable and customer deposits, and increases in accounts receivable and prepaid expenses, partially offset by decreases in inventory[112](index=112&type=chunk) [Cash Flows from Investing Activities](index=36&type=section&id=Cash%20Flows%20from%20Investing%20Activities) This section details cash used in investing activities, primarily driven by net changes in investments and capital expenditures for the three months ended March 31, 2019 Net Cash Provided by (Used in) Investing Activities (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | :------- | | Capital expenditures | $(2,180) | $(2,259) | $79 | | Changes in investments, net | $(18,758) | $(20,300) | $1,542 | | Net cash provided by (used in) investing activities | $(20,938) | $(22,559) | $1,621 | - Cash used in investing activities was primarily attributable to **net changes in investments** and **capital expenditures**[113](index=113&type=chunk) [Cash Flows from Financing Activities](index=36&type=section&id=Cash%20Flows%20from%20Financing%20Activities) This section reports on cash provided by financing activities, mainly from employee equity programs, offset by tax withholdings related to these programs Net Cash Provided by (Used in) Financing Activities (in thousands) | Metric | Three Months Ended March 31, 2019 | Three Months Ended March 31, 2018 | Change | | :---------------------------------------- | :-------------------------------- | :-------------------------------- | :----- | | Net proceeds from employee equity programs | $379 | $709 | $(330) | | Purchases of common stock | $0 | $(592) | $592 | | Net cash provided by (used in) financing activities | $379 | $117 | $262 | - Cash provided by financing activities was related to cash proceeds from the employee stock purchase plan, offset by cash used for tax withholdings related to employee equity programs[114](index=114&type=chunk) [Convertible Senior Notes](index=36&type=section&id=Convertible%20Senior%20Notes) This section describes the $345.0 million 2.70% convertible senior unsecured notes issued in 2017, maturing in 2023, and management's confidence in meeting interest payments - The company issued **$345.0 million** of **2.70% convertible senior unsecured notes** on January 10, 2017, maturing on January 15, 2023[115](index=115&type=chunk) - Management believes it has **sufficient capital resources and cash flows from operations** to support scheduled interest payments on this debt[115](index=115&type=chunk) [Contractual Obligations and Commitments](index=36&type=section&id=Contractual%20Obligations%20and%20Commitments) This section states that the company has commitments for future payments for goods and services, expected to be funded by cash generated from operations - The company has commitments under contractual arrangements for future payments for goods and services, which are expected to be funded with cash generated from operations[116](index=116&type=chunk) [Off-Balance Sheet Arrangements](index=36&type=section&id=Off-Balance%20Sheet%20Arrangements) This section confirms that the company has no material off-balance sheet arrangements other than disclosed bank guarantees and purchase commitments - The company does not have any material off-balance sheet arrangements other than disclosed bank guarantees and purchase commitments[117](index=117&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section details Veeco's exposure to market risks, specifically interest rate risk related to its investment portfolio and currency exchange risk from its global operations, and the strategies used to mitigate these risks [Interest Rate Risk](index=36&type=section&id=Interest%20Rate%20Risk) This section discusses the company's exposure to interest rate risk from its fixed-income investment portfolio and quantifies the potential impact of rate changes - The company's investment portfolio, primarily fixed-income securities, had a fair value of approximately **$67.2 million** at March 31, 2019, exposing it to interest rate risk[118](index=118&type=chunk) - A **100 basis point increase** in interest rates would result in an estimated **$0.2 million decrease** in the fair value of the investment portfolio[119](index=119&type=chunk) [Currency Exchange Risk](index=38&type=section&id=Currency%20Exchange%20Risk) This section outlines the company's exposure to currency exchange rate fluctuations from global operations and its use of derivative contracts to mitigate this risk - The company conducts business worldwide, exposing its revenues, earnings, and foreign investments to changes in currency exchange rates[120](index=120&type=chunk) - Monthly forward derivative contracts are used to **mitigate a portion of this risk**, not for speculative purposes[121](index=121&type=chunk) - Net sales to customers outside the United States represented approximately **67% of total net sales** for Q1 2019, but sales denominated in non-U.S. dollars were only **6% of total net sales**[122](index=122&type=chunk) - A **10% change in foreign exchange rates** would have an **immaterial impact** on consolidated results, as most sales outside the U.S. are denominated in U.S. dollars[123](index=123&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that Veeco's disclosure controls and procedures were effective as of March 31, 2019. The adoption of ASC 842 (Leases) led to the implementation of additional internal controls, but no other material changes to internal control over financial reporting occurred during the quarter [Management's Report on Internal Control Over Financial Reporting](index=38&type=section&id=Management%27s%20Report%20on%20Internal%20Control%20Over%20Financial%20Reporting) This section states that the principal executive and financial officers concluded that disclosure controls and procedures were effective as of March 31, 2019 - The principal executive and financial officers concluded that disclosure controls and procedures were **effective** as of March 31, 2019[124](index=124&type=chunk) [Changes in Internal Control Over Financial Reporting](index=38&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section reports the implementation of additional internal controls due to ASC 842 adoption, with no other material changes to internal control over financial reporting during the quarter - Additional internal controls were implemented due to the adoption of **ASC 842 (Leases)** on January 1, 2019[125](index=125&type=chunk) - No other changes in internal control over financial reporting materially affected or are reasonably likely to materially affect internal control over financial reporting for the quarter ended March 31, 2019[125](index=125&type=chunk) [PART II—OTHER INFORMATION](index=38&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This part covers legal proceedings, risk factors, equity security sales, and other disclosures for Veeco Instruments Inc. for the reporting period [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) This section details two ongoing class action lawsuits related to the Ultratech acquisition, alleging misstatements in the registration statement and breach of fiduciary duty. The company is vigorously defending these matters and does not believe their ultimate resolution will have a material adverse effect on its financial position, results of operations, or cash flows - Two class action lawsuits, the 'Wolther Action' and a derivative action, are ongoing, stemming from the **Ultratech acquisition**[128](index=128&type=chunk)[129](index=129&type=chunk) - The lawsuits allege false/misleading statements in the registration statement and prospectus, and claims for **breach of fiduciary duty** and **waste of corporate assets**[128](index=128&type=chunk)[129](index=129&type=chunk) - Veeco is **vigorously defending** these matters and does not believe their ultimate resolution will have a **material adverse effect** on its consolidated financial position, results of operations, or cash flows[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the comprehensive risk factors previously disclosed in the Safe Harbor Statement within this report and in Part I — Item 1A of the company's 2018 Form 10-K, stating that there have been no material changes to these risks - Information regarding risk factors appears in the **Safe Harbor Statement** at the beginning of this report and in **Part I — Item 1A of the 2018 Form 10-K**[131](index=131&type=chunk) - There have been **no material changes** from the risk factors previously disclosed in the 2018 Form 10-K[131](index=131&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports on Veeco's share repurchase program, authorized for up to $100 million through December 2019. No shares were repurchased during the first quarter of 2019, with $14.3 million of the program utilized as of March 31, 2019 - Veeco's Board of Directors authorized a program to repurchase up to **$100 million** of common stock through December 11, 2019[132](index=132&type=chunk) - **No shares were purchased** during the first quarter of 2019[132](index=132&type=chunk) - As of March 31, 2019, **$14.3 million** of the **$100 million program** had been utilized[132](index=132&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - There were **no defaults** upon senior securities[133](index=133&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that the disclosure requirements for mine safety are not applicable to Veeco Instruments Inc. - This item is **not applicable**[134](index=134&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) This section states that there is no other information to report under this item for the current period - **No other information** is reported under this item[135](index=135&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section provides a list of exhibits filed with the Securities and Exchange Commission, including various forms of restricted stock unit awards, amendments to letter agreements, and certifications from the Chief Executive Officer and Chief Financial Officer - The exhibits include forms of Notice of Performance Restricted Stock Unit Award, Notice of Restricted Stock Award, amendments to letter agreements for William J. Miller and Shubham Maheshwari, and certifications from the CEO and CFO[137](index=137&type=chunk) [SIGNATURES](index=42&type=section&id=SIGNATURES) This section confirms the official signing of the report by Veeco Instruments Inc.'s principal executive and financial officers on May 6, 2019 - The report was duly signed on behalf of Veeco Instruments Inc. on **May 6, 2019**[140](index=140&type=chunk) - Signatories include **William J. Miller, Ph.D., Chief Executive Officer**, and **Shubham Maheshwari, Executive Vice President, Chief Financial Officer, and Chief Operating Officer**[141](index=141&type=chunk)