This quarterly report on Form 10-Q (the “Report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to Veeco Instruments Inc. (together with its consolidated subsidiaries, “Veeco,” the “Company,” “Registrant,” “we,” “our,” or “us,” unless the context indicates otherwise) that are based on management’s expectations, estimates, projections, and assumptions. When used in this Report, the words such as “expects,” “anticipates,” “plans,” “believes,” “scheduled,” “estimates,” and variations of these words and similar expressions are intended to identify forward-looking statements. Discussions containing such forward-looking statements may be found in Part I - Items 1, 2, and 3 hereof, as well as within this Report generally.
In addition, the preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates and assumptions are based on knowledge of current events and planned actions to be undertaken in the future, they may ultimately differ from actual results. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. All estimates and assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from these estimates and assumptions.
Forward-looking statements in this discussion include, but are not limited to, those regarding anticipated growth and trends in our business and markets, industry outlooks and demand drivers, our investment and growth strategies, our development of new products and technologies, our business outlook for the current and future periods, and other statements that are not historical facts. Factors that could cause actual results to differ materially from those expressed or implied by such statements include, without limitation, those set forth under the heading “Risk Factors” in Part 1, Item 1A of our 2024 Form 10-K, and the following:
| ● | Changes in U.S. and foreign trade policies, including the recent imposition of tariffs, together with the prospect of additional foreign and domestic trade restrictions; |
| ● | Risks associated with operating a global business, including ongoing trade disputes between the U.S. and China; |
| ● | An inability to obtain required export licenses for the sale of our products; |
| ● | Unfavorable market conditions; |
| ● | Significant third party competition; |
| ● | Risks associated with operating in industries characterized by rapid technological change; |
| ● | Our dependency on the demand for consumer electronic products and automobiles; |
| ● | Our concentrated customer base; |
| ● | The cyclicality of the industries we serve; |
| ● | A failure to estimate customer demand accurately; |
| ● | Our reliance on a limited number of suppliers, some of whom are our sole source for particular components; |
| ● | A failure to successfully manage our outsourcing activities or a failure of our outsourcing partners to perform as anticipated; |
| ● | The timing of our orders, shipments, and revenue recognition; |
| ● | Our long and unpredictable sales cycles; |
| ● | Customer order cancellations or modifications; |
| ● | Risks associated with business combinations, acquisitions, strategic investments and divestitures; |
| ● | Risks associated with global regulatory requirements; |
| ● | Disruptions in our information technology systems or data security incidents; |
| ● | An inability to effectively enforce and protect our intellectual property rights; |
| ● | Claims of intellectual property infringement by others; |
| ● | Tightening credit markets; |
| ● | Foreign currency exchange risks; |
| ● | Asset impairment charges; |
| ● | Changes in accounting pronouncements or taxation rules, practices, or rates; |
| ● | Restrictions, covenants and repurchase provisions appearing in our current debt facilities; |
| ● | Possible impairment to our ability to utilize our research and development credits carryforwards caused by the issuance of common stock upon the conversion of the Notes; |
| ● | Our capped call transactions, which may affect the value of our common stock; |
| ● | Delays in or failure to complete the Merger (as defined herein), 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 Merger Agreement (as defined herein) by either party, or otherwise; |
| ● | Risks related to the pendency of the Merger and its effect on our business, financial condition, results of operations, cash flows and stock price; |
| ● | An inability to attract, retain, and motivate employees, including as a result of the Merger; |
| ● | Diversion of management time and attention from ordinary course business operations to the Merger and other potential disruptions to our business relating thereto; |
| ● | Risks associated with non-compliance with environmental, health, and safety regulations; |
| ● | Environmental, social and governance goals, strategies and requirements which could be costly to implement and which expose us to risks associated with failures to comply; |
| ● | Measures adopted by Veeco which may have anti-takeover effects or which may make an acquisition of our Company by another company more difficult; 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 filing 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 filing.
