Third Quarter 2025 Highlights:

Revenue of $165.9 million, compared with $184.8 million in the same period last year
GAAP net income of $10.6 million, or $0.17 per diluted share, compared with $22.0 million, or $0.36 per diluted share in the same period last year
Non-GAAP net income of $21.8 million, or $0.36 per diluted share, compared with $28.3 million, or $0.46 per diluted share in the same period last year

PLAINVIEW, N.Y., Nov. 05, 2025 (GLOBE NEWSWIRE) -- Veeco Instruments Inc. (NASDAQ:VECO) today announced financial results for its third quarter ended September 30, 2025. Results are reported in accordance with U.S. generally accepted accounting principles ("GAAP") and are also reported adjusting for certain items ("Non-GAAP"). A reconciliation between GAAP and Non-GAAP operating results is provided at the end of this press release.

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


GAAP Results	Q3 '25		Q3 '24
Revenue	$	165.9	$	184.8
Net income	$	10.6	$	22.0
Diluted earnings per share	$	0.17	$	0.36


Non-GAAP Results	Q3 '25		Q3 '24
Operating income	$	23.1	$	31.0
Net income	$	21.8	$	28.3
Diluted earnings per share	$	0.36	$	0.46

"Veeco's strong financial results this quarter reflect continued momentum in the semiconductor market driven by AI and High-Performance Computing. We are also excited about new product traction in our MOCVD business. We have won multiple orders for our 300mm Gallium Nitride single wafer and Arsenide Phosphide batch systems," said Bill Miller, Ph.D., Veeco's Chief Executive Officer. "Additionally, the pending merger with Axcelis marks a significant step to expand our technology and market opportunities to better serve our customers. We are looking forward to delivering on this strategic combination."

Guidance and Outlook

The following guidance is provided for Veeco's fourth quarter 2025:

Revenue is expected in the range of $155 million to $175 million
GAAP diluted earnings (loss) per share are expected in the range of ($0.07) to $0.05
Non-GAAP diluted earnings per share are expected in the range of $0.16 to $0.32

Conference Call Information

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

About Veeco

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

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to purchase or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

How to Find Further Information

In connection with a proposed merger (the "proposed transaction") between Axcelis Technologies, Inc. ("Axcelis") and Veeco Instruments Inc. ("Veeco"), Axcelis and Veeco intend to prepare, and Axcelis intends to file with U.S. Securities and Exchange Commission (the "SEC"), a Registration Statement on Form S-4 (the "Registration Statement") containing a joint proxy statement/prospectus and certain other related documents, which will be both (i) the joint proxy statement to be distributed to Axcelis' and Veeco's respective stockholders in connection with Axcelis' and Veeco's solicitation of proxies for the vote by Axcelis' and Veeco's respective stockholders with respect to the proposed transaction and other matters as may be described in the joint proxy statement/prospectus and (ii) the prospectus relating to the offer and sale of the securities to be issued in connection with the proposed transaction. When available, Axcelis and Veeco will mail the definitive joint proxy statement/prospectus and other relevant documents to their respective stockholders as of the applicable record date to be established for voting on the proposed transaction. This communication is not a substitute for the Registration Statement, the definitive joint proxy statement/prospectus or any other document that Axcelis and/or Veeco will send to their respective stockholders in connection with the proposed transaction. Investors and security holders are urged to read, when available, the preliminary joint proxy statement/prospectus in connection with Axcelis' and Veeco's solicitation of proxies for their respective special meetings of stockholders to be held to approve the proposed transaction (and related matters) and general amendments thereto and the definitive joint proxy statement/prospectus because the joint proxy statement/prospectus will contain important information about the proposed transaction and the parties to the proposed transaction. Investors and security holders will be able to obtain free copies of the joint proxy statement/prospectus (if and when available) and other documents containing important information about Axcelis, Veeco and the proposed transaction, once such documents are filed with or furnished to the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished to the SEC by Axcelis will be available free of charge on Axcelis' website at investor.axcelis.com or by contacting Axcelis' Investor Relations department by email at investor-relations@axcelis.com. Copies of the documents filed with or furnished to the SEC by Veeco will be available free of charge on Veeco's website at ir.veeco.com or by contacting Veeco's Investor Relations department by email at Investorrelations@veeco.com. Axcelis' and Veeco's respective website addresses are included in this communication for reference only. The information contained on, or accessible through, Axcelis' or Veeco's respective websites is not incorporated by reference into this communication or Axcelis' and Veeco's respective filings with the SEC.

Forward-looking Statements

This press release contains "forward-looking statements", within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended, that are based on management's expectations, estimates, projections and assumptions. Words such as "expects," "anticipates," "plans," "believes," "scheduled," "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements. Forward-looking statements include, but are not limited to, those regarding anticipated growth and trends in our businesses and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for current and future periods, our ongoing transformation initiative and the effects thereof on our operations and financial results, the timing, completion and expected benefits of the proposed transaction and other statements that are not historical facts. These statements and their underlying assumptions are subject to risks and uncertainties and are not guarantees of future performance. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation: the level of demand for our products; global economic and industry conditions; global trade issues, including the ongoing trade disputes between the U.S. and China, and changes in trade and export license policies; our dependency on third-party suppliers and outsourcing partners; the timing of customer orders; our ability to develop, deliver and support new products and technologies; our ability to expand our current markets, increase market share and develop new markets; the concentrated nature of our customer base; our ability to obtain and protect intellectual property rights in key technologies; the effects of regional or global health epidemics; delays in or failure to complete the proposed transaction, whether due to an inability by either party to satisfy one or more conditions to closing, including an inability to obtain required shareholder approvals or certain regulatory approvals, the occurrence of events or changes in circumstances that give rise to the termination of the applicable merger agreement by either party, or otherwise; risks related to the pendency of the proprosed transaction and its effect on our business, financial condition, results of operations, cash flows and stock price; our ability to achieve the objectives of operational and strategic initiatives and attract, motivate and retain key employees, including as a result of the proposed transaction; diversion of management time and attention from ordinary course business operations to the proposed transaction and other potential disruptions to our business relating thereto; the variability of results among products and end-markets, and our ability to accurately forecast future results, market conditions, and customer requirements; the impact of our indebtedness, including our convertible senior notes and our capped call transactions; and other risks and uncertainties described in our SEC filings on Forms 10-K, 10-Q and 8-K, and from time-to-time in our other SEC reports. All forward-looking statements speak only to management's expectations, estimates, projections and assumptions as of the date of this press release or, in the case of any document referenced herein or incorporated by reference, the date of that document. The Company does not undertake any obligation to update or publicly revise any forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

Participants in the Solicitation

Axcelis, Veeco and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Axcelis, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Axcelis' proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 31, 2025. Information about the directors and executive officers of Veeco, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Veeco's proxy statement for its 2025 annual meeting of stockholders, which was filed with the SEC on March 20, 2025. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with or furnished to the SEC regarding the proposed transaction. You may obtain free copies of these documents using the sources indicated above.

-financial tables attached-

Veeco Contacts:

Investor Relations: Alex Delacroix	(516) 528-1020	adelacroix@veeco.com
Media: Brenden Wright	(410) 984-2610	bwright@veeco.com

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

	Three months ended September 30,					Nine months ended September 30,
	2025		2024			2025			2024
Net sales	$	165,881	$	184,807		$	499,277		$	535,170
Cost of sales		98,178		105,596			294,380			305,150
Gross profit		67,703		79,211			204,897			230,020
Operating expenses, net:
Research and development		28,988		32,216			89,062			93,554
Selling, general, and administrative		27,263		25,291			76,218			74,586
Amortization of intangible assets		771		1,687			2,413			5,403
Other operating expense (income), net		127		(4,318	)		132			(6,625	)
Total operating expenses, net		57,149		54,876			167,825			166,918
Operating income		10,554		24,335			37,072			63,102
Interest income (expense), net		1,321		323			3,062			1,377
Other income (expense), net		—		—			(653	)		—
Income before income taxes		11,875		24,658			39,481			64,479
Income tax expense		1,279		2,707			5,205			5,730
Net income	$	10,596	$	21,951		$	34,276		$	58,749

Income per common share:
Basic	$	0.18	$	0.39		$	0.58		$	1.04
Diluted	$	0.17	$	0.36		$	0.57		$	0.97

Weighted average number of shares:
Basic		60,077		56,410			58,993			56,256
Diluted		60,950		62,654			60,436			62,103

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

	September 30,		December 31,
	2025		2024
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	193,192	$	145,595
Restricted cash		30		224
Short-term investments		176,130		198,719
Accounts receivable, net		116,471		96,834
Contract assets		31,067		37,109
Inventories		263,311		246,735
Prepaid expenses and other current assets		30,133		39,316
Total current assets		810,334		764,532
Property, plant and equipment, net		109,120		113,789
Operating lease right-of-use assets		25,275		26,503
Intangible assets, net		6,418		8,832
Goodwill		214,964		214,964
Deferred income taxes		120,120		120,191
Other assets		3,680		2,766
Total assets	$	1,289,911	$	1,251,577

Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	43,580	$	43,519
Accrued expenses and other current liabilities		50,220		55,195
Contract liabilities		57,054		64,986
Income taxes payable		332		2,086
Current portion of long-term debt		—		26,496
Total current liabilities		151,186		192,282
Deferred income taxes		633		689
Long-term debt		225,723		249,702
Long-term operating lease liabilities		32,644		34,318
Other liabilities		3,755		3,816
Total liabilities		413,941		480,807

Total stockholders' equity		875,970		770,770
Total liabilities and stockholders' equity	$	1,289,911	$	1,251,577

Note on Reconciliation Tables

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

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

Reconciliation of GAAP to Non-GAAP Financial Data (Q3 2025) (in thousands) (unaudited)

				Non-GAAP Adjustments
				Share-Based
Three months ended September 30, 2025	GAAP			Compensation		Amortization		Other			Non-GAAP
Net sales	$	165,881									$	165,881
Gross profit		67,703		1,771								69,474
Gross margin		40.8	%									41.9	%
Operating expenses		57,149		(7,374	)	(771	)	(2,663	)			46,341
Operating income		10,554		9,145		771		2,663		^		23,133
Net income		10,596		9,145		771		1,261		^		21,773

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q3 2025) (in thousands) (unaudited)

Three months ended September 30, 2025
Merger related expenses	$	2,609
Other		54
Subtotal		2,663
Non-cash interest expense		283
Non-GAAP tax adjustment *		(1,685	)
Total Other	$	1,261

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

Net Income per Common Share (Q3 2025) (in thousands, except per share amounts) (unaudited)

	Three months ended September 30, 2025
	GAAP		Non-GAAP
Numerator:
Net income available to common shareholders	$	10,596	$	21,773

Denominator:
Basic weighted average shares outstanding		60,077		60,077
Effect of potentially dilutive share-based awards		873		873
Diluted weighted average shares outstanding		60,950		60,950

Net income per common share:
Basic	$	0.18	$	0.36
Diluted	$	0.17	$	0.36

Reconciliation of GAAP to Non-GAAP Financial Data (Q3 2024) (in thousands) (unaudited)

				Non-GAAP Adjustments
				Share-based
Three months ended September 30, 2024		GAAP		Compensation		Amortization		Other			Non-GAAP
Net sales	$	184,807									$	184,807
Gross profit		79,211		1,565				162				80,938
Gross margin		42.9	%									43.8	%
Operating expenses		54,876		(7,894	)	(1,687	)	4,644				49,939
Operating income		24,335		9,459		1,687		(4,482	)	^		30,999
Net income		21,951		9,459		1,687		(4,836	)	^		28,261

^ - See table below for additional details.

Other Non-GAAP Adjustments (Q3 2024) (in thousands) (unaudited)

Three months ended September 30, 2024
Changes in contingent consideration	$	(4,644	)
Release of inventory fair value step-up associated with the Epiluvac purchase accounting		162
Subtotal		(4,482	)
Non-cash interest expense		323
Non-GAAP tax adjustment *		(677	)
Total Other	$	(4,836	)

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

Net Income per Common Share (Q3 2024) (in thousands, except per share amounts) (unaudited)
	Three months ended September 30, 2024
	GAAP		Non-GAAP
Numerator:
Net income	$	21,951	$	28,261
Interest expense associated with 2025 and 2027 Convertible Senior Notes		515		466
Net income available to common shareholders	$	22,466	$	28,727

Denominator:
Basic weighted average shares outstanding		56,410		56,410
Effect of potentially dilutive share-based awards		1,606		1,606
Dilutive effect of 2025 Convertible Senior Notes		1,104		1,104
Dilutive effect of 2027 Convertible Senior Notes⁽¹⁾		1,788		1,354
Dilutive effect of 2029 Convertible Senior Notes		1,746		1,746
Diluted weighted average shares outstanding		62,654		62,220

Net income per common share:
Basic	$	0.39	$	0.50
Diluted	$	0.36	$	0.46

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

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q3 2025 and 2024) (in thousands) (unaudited)

	Three months ended			Three months ended
	September 30, 2025			September 30, 2024
GAAP Net income	$	10,596		$	21,951
Share-based compensation		9,145			9,459
Amortization		771			1,687
Changes in contingent consideration		—			(4,644	)
Merger related expenses		2,609			—
Release of inventory fair value step-up associated with the Epiluvac purchase accounting		—			162
Interest (income) expense, net		(1,321	)		(323	)
Other		54			—
Income tax expense		1,279			2,707
Non-GAAP Operating income	$	23,133		$	30,999

Reconciliation of GAAP to Non-GAAP Financial Data (Q4 2025) (in millions, except per share amounts) (unaudited)

								Non-GAAP Adjustments
Guidance for the three months ending								Share-based
December 31, 2025	GAAP							Compensation		Amortization		Other	Non-GAAP
Net sales	$	155		-	$	175							$	155		-	$	175
Gross profit		57		-		68		2		—		—		58		-		69
Gross margin		36	%	-		38	%							37	%	-		39	%
Operating expenses		62		-		64		(7	)	(1	)	(6-8)		48		-		48
Operating income (loss)		(5	)	-		4		9		1		6-8		11		-		22
Net income (loss)	$	(4	)	-	$	3		9		1		4-6	$	10		-	$	19

Income per diluted common share	$	(0.07	)	-	$	0.05							$	0.16		-	$	0.32

Income per Diluted Common Share (Q4 2025) (in millions, except per share amounts) (unaudited)

Guidance for the three months ending December 31, 2025	GAAP						Non-GAAP
Numerator:
Net income (loss) available to common shareholders	$	(4	)	-	$	3	$	10	-	$	19

Denominator:
Basic weighted average shares outstanding		60				60		60			60
Effect of potentially dilutive share-based awards		—				2		2			2
Diluted weighted average shares outstanding		60				62		62			62

Net income per common share:
Income (loss) per diluted common share	$	(0.07	)	-	$	0.05	$	0.16	-	$	0.32

Reconciliation of GAAP Net Income to Non-GAAP Operating Income (Q4 2025) (in millions) (unaudited)

Guidance for the three months ending December 31, 2025
GAAP Net income	$	(4	)	-	$	3
Share-based compensation		9		-		9
Amortization		1		-		1
Merger related expense		6		-		8
Interest expense (income)		(1	)			(1	)
Income tax expense (benefit)		—		-		2
Non-GAAP Operating income	$	11		-	$	22

Note: Amounts may not calculate precisely due to rounding.